UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549

                              FORM 10-Q

[X]  Quarterly  Report  Pursuant  to  Section  13 or 15 (d)  of the  Securities
Exchange Act of 1934
For the quarter ended    June 30, 1999
                      ----------------------------------------
                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)

45 Broad Street, 3rd Floor,  Boston,  Massachusetts        02109
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code (617) 338-6900

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.

<PAGE>


      HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                              FORM 10-Q

                            JUNE 30, 1999

                          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                                  7-13

       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                    14-18

PART II -  Other Information                                             19

        Signatures                                                       20



<PAGE>




           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                       JUNE 30, 1999 AND DECEMBER 31, 1998


                                     ASSETS
                                                      1999          1998
                                                  -------------  ------------
                                                  (Unaudited)

INVESTMENTS IN INVESTEE ENTITIES                $   4,216,038   $ 4,074,023
   Less reserve for realization of investments
    in investee entity                             (3,469,267)   (3,469,267)
                                                -------------   -----------
                                                      746,771       604,756

CASH EQUIVALENTS                                      127,725       170,981
OTHER ASSETS                                           73,350        73,350
                                                -------------   -----------
                                                $     947,846    $  849,087
                                                =============    ==========


                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
   Accounts payable and accrued expenses          $    29,724    $  38,342
                                                  -------------  ------------
        Total liabilities                              29,724       38,342
                                                  -------------  ------------

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                                          1,140,276    1,033,973
   General Partner's Deficit                         (222,154)    (223,228)
                                                  -------------  ------------

        Total partners' equity                        918,122      810,745
                                                  -------------  ------------

                                                 $    947,846    $ 849,087
                                                  =============  ============



  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 JUNE 30, 1999 AND 1998
              AND FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)



                                    Three Months              Six Months
                                   Ended June 30,           Ended June 30,
                                ---------------------  ----------------------
                                  1999       1998        1999        1998
                                ---------  ----------  ----------  ----------

REVENUES:
      Interest and other income $ 1,294  $      820    $  3,152    $  3,210
                                ---------  ----------  ----------  ----------

EXPENSES:
   Operating and administrative  57,892      50,494     115,790     102,017
                                ---------  ----------  ----------  ----------

LOSS FROM OPERATIONS            (56,598)    (49,674)   (112,638)    (98,807)

EQUITY IN INCOME OF
     INVESTEE ENTITIES          107,374      68,617     220,015     135,866
                                ---------  ----------  ----------  ----------
NET INCOME                      $50,776    $ 18,943    $107,377    $ 37,059
                                =========  ==========  ==========  ==========
NET INCOME ALLOCATED
     TO GENERAL PARTNER         $   508    $    189    $  1,074    $    371
                                ========= ==========   =========  ==========

NET INCOME ALLOCATED
   TO LIMITED PARTNERS          $50,268    $ 18,754    $106,303    $ 36,688
                                ========== ==========   =========  ==========

NET INCOME PER UNIT OF
   INVESTOR LIMITED PARTNERSHIP
   INTEREST,  BASED  ON  26,588
   UNITS ISSUED AND OUTSTANDING $  1.89    $    .71    $   4.00    $   1.38
                                =========  ==========  ==========  ==========




  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 SIX MONTHS ENDED JUNE 30, 1999 AND
                        THE YEAR ENDED DECEMBER 31, 1998






                         Units of
                         Investor   Investor
                         Limited     Limited     General
                         PartnershipPartners'   Partner's
                         Interest    Equity      Deficit       Total
                         ---------  ----------  ----------  ------------

BALANCE, December 31,      26,588   $  974,008  $ (223,834) $   750,174
1997

   Net income                   -       59,965         606       60,571
                         ---------  ----------  ----------  ------------

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

  Net income (Unaudited)        -      106,303       1,074      107,377
                         ---------  ----------  ----------  ------------

BALANCE, June 30, 1999
   (Unaudited)             26,588   $1,140,276  $ (222,154) $   918,122
                         =========  ==========  ==========  ============





  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 SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)



                                                1999         1998
                                             ------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                 $  107,377    $  37,059
  Adjustments to reconcile net income to
    net cash use in operating activities:
      Equity in income in investee entities    (220,015)    (135,866)
      Distributions from investee entity         78,000       78,000
      Decrease in accounts payable and
         accrued expenses                        (8,618)     (20,387)
                                             ------------ ------------
        Net cash used in operating              (43,256)     (41,194)
          activities                         ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Cash contributions to investee entity           -      (35,288)
                                             ------------ ------------
        Cash used in investing activities             -      (35,288)
                                             ------------ ------------

NET DECREASE IN CASH                            (43,256)     (76,482)

CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD                                          170,981      175,288
                                             ------------ ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD     $  127,725   $   98,806
                                             ============ ============



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

                                       6

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                            NOTES TO FINANCIAL STATEMENTS
                                    JUNE 30, 1999
                                     (UNAUDITED)


(1)   Organization and General Partner - BHP

      Historic  Preservation  Properties 1989 Limited  Partnership  ("HPP'89" or
      "the  Partnership")  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 June  30,  1999,  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  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 six  months  ended  June  30,  1999  are not  necessarily
      indicative  of the  results  that  may be  expected  for the  year  ending
      December  31,  1999.  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, 1998 for HPP'89,  as filed with the
      Securities and Exchange Commission.

      Certain   amounts  in  the  1998   Statements  of  Cash  Flows  have  been
      reclassified to conform to the 1999 presentation.

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

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

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

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






                                          7

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 1999
                                   (UNAUDITED)


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

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

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

      HPP'89 contributed  $6,563,064 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 mortgage
      holder   released   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 investment  property or has property
      operations  after  August 31, 1995,  the Jenkins  Court  partnership  will
      remain in existence until the resolution of certain partnership assets and
      liabilities.   Partnership  assets  include   approximately   $312,000  of
      unsecured  receivables  from the developer and its  affiliates  which have
      been  fully  reserved  for  at  June  30,  1999  and  December  31,  1998;
      partnership  liabilities include  approximately  $94,000 of trade payables
      which have been fully  reserved for at June 30, 1999 and December 31, 1998
      since HPP'89 does not believe  such amount will be recourse to HPP'89,  as
      well as a $250,000  default loan and accrued  interest  thereon  which had
      been  provided  by HPP'89 and  secured by the  developer's  interest in an
      unaffiliated limited partnership.

      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 June 30, 1999, 402 Julia had leased 87% of its  residential
      units and 100% of the commercial space for a combined occupancy of 90%.

      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.







                                       8

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 1999
                                   (UNAUDITED)


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

      On September 16, 1993,  HPP'89 sold  one-third of its general  partnership
      interest  in 402 Julia to the  developer  general  partner  for  $185,000.
      HPP'89's  percentage of interest in 402 Julia was thereby reduced from 98%
      to 65%.  The terms of the sale  required an initial  payment of  $100,000,
      which was received in September  1993,  and  requires  annual  payments of
      $3,500  through  2016 and a final  payment of $4,500 in 2017.  At June 30,
      1999, the remaining uncollected payments total $67,500,  which are secured
      by  the  interest  sold  to  the  developer  general  partner.   The  sale
      transaction did not generate any Investment Tax Credit recapture.

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

      HPP'89  recorded a net income from the 402 Julia  Investment of $9,267 for
      the six months  ended  June 30,  1999 and a net loss of $6,228 for the six
      months ended June 30, 1998, as well as  amortization of $1,626 for each of
      the six months ended June 30, 1999 and 1998.

      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. At June 30, 1999, Portland
      Lofts had leased approximately 90% of its residential  apartment units and
      100% of the commercial space for a combined occupancy of 92%.

      HPP'89  contributed  $3,820,000  through  June 30,  1999 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.

      On May 21, 1996,  Portland Lofts and the holder of its mortgage note and a
      $550,000   unsecured  note  entered  into  a  Settlement   Agreement  (the
      Agreement)  to  resolve  claims  concerning  the  mortgage  note  and  the
      unsecured note (the Notes). According to the Agreement, Portland Lofts was
      allowed,  until July 31,  1996,  to pay  $5,400,000  to the holder in full
      satisfaction of the Notes.

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

      In 1990,  HPP'89 had reserved  against its  investment  in Portland  Lofts
      reducing  such  investment  to  zero  due to the  substantial  doubt  that
      Portland Lofts may not be able to continue as a going concern.  Due to the
      debt settlement and refinancing  completed in June 1996, Portland Lofts is
      expected to continue as a going concern.







                                          9

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 1999
                                   (UNAUDITED)


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

      For the year ended December 31, 1997,  Portland Lofts allocated a net loss
      of $173,710 and paid cash distributions of $156,000 to HPP'89.  Generally,
      under the equity method of  accounting,  an investment  may not be carried
      below zero. During 1997, HPP'89's investment in Portland Lofts was reduced
      to zero due to  allocated  losses  and  distributions  received.  Although
      HPP'89's  investment in Portland Lofts has been reduced to zero,  Portland
      Lofts is  expected  to  continue  as a going  concern  and to  continue to
      provide  distributions  to  HPP'89.  At  December  31,  1998,  HPP'89  had
      cumulative  unrecorded  losses totaling  $90,987  relating to the Portland
      Lofts investment.

      For the six months ended June 30, 1999, HPP'89 was allocated a net loss of
      $12,228 from Portland Lofts, thereby increasing the cumulative  unrecorded
      loss  relating to the Portland  Lofts  investment  to $103,215 at June 30,
      1999.

      For each of the six months ended June 30, 1999 and 1998,  HPP'89  received
      distributions  of $78,000,  from the Portland  Lofts  investment  and 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. For the
      six months ended June 30, 1999, the economic occupancy of TCAMP was 96%.

      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.

      The mortgage HPP'89 assumed  relating to its purchase of the  Cosmopolitan
      Building had an original maturity date of December 18, 1999. On January 5,
      1995,  HPP'89  consummated  the  Second  Amendment  to the Loan  Agreement
      (Second  Amendment)  with the  holder  and  received  an option to buy the
      mortgage  note for the fair market  value of the  property.  In  exchange,
      HPP'89  agreed to reduce the maturity  date of the note from  December 18,
      1999 to December 18, 1996.

      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.  The fair value of the  Cosmopolitan  Building and
      other  assets  contributed  by  HPP'89  approximated  the  fair  value  of
      liabilities transferred to TCAMP by HPP'89 and the amount paid by TCAMP to
      settle in full HPP'89's  mortgage note payable related to the Cosmopolitan
      Building.  This transaction resulted in a provision for impairment of real
      estate of $8,437,963 to recognize a reduction to fair value at the date of
      contribution to TCAMP and an extraordinary gain on debt  extinguishment of
      $9,182,017  to recognize  the  difference  between the amount  outstanding
      under the  mortgage  payable  and the amount  accepted  by the lender from
      TCAMP in full settlement.






                                         10

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 1999
                                   (UNAUDITED)


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

      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  accumulates  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.  As of December 31, 1997, the outstanding
      balance  of  the  other  member's  unreturned  original  $650,000  capital
      contribution  was $223,773.  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.

      As a result of the  contribution  of the  Cosmopolitan  to TCAMP for a 50%
      ownership  interest  in TCAMP,  HPP'89 no longer has  operations  directly
      related  to real  estate  activity.  As of March  15,  1996  (the  date of
      contribution),  the Partnership accounts for its investment in TCAMP under
      the equity method of accounting.

      HPP'89  recorded  net income of  $134,375  and  $65,720 for the six months
      ended June 30, 1999 and 1998, respectively, from the TCAMP Investment.

      HPP'89's  investments  in the  Investee  Entities  at June 30,  1999,  and
      December 31, 1998 are summarized as follows:

      Cumulative:                             1999           1998
                                          ------------   -------------
                                                           (Audited)
      Investments   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                               (657,400)       (879,041)
      Reserves  for   realization   of
       investments                         (3,469,267)     (3,469,267)
      Amortization of certain costs           (51,354)        (49,728)
      Distributions    received   from
       Investee Entities                     (589,200)       (511,200)
      Sale of one  third  interest  of
       Investee Entity                       (241,620)       (241,620)
                                        -------------   -------------

                                        $     746,771   $     604,756
                                        =============   =============

      The above summary of HPP'89's  investments  in Investee  Entities does not
      include its investment in Jenkins Court.

      The equity in income of Investee  Entities  reflected in the  accompanying
      statements of operations included income of $221,641, and $137,492 for the
      six months ended June 30, 1999 and 1998, respectively, and amortization of
      certain  costs of $1,626,  for each of the six months  ended June 30, 1999
      and 1998, respectively.








                                         11

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 1999
                                   (UNAUDITED)


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

      Summary  combined  balance sheets of the Investee  Entities as of June 30,
      1999 and December 31, 1998, and summary combined  statements of operations
      for the six months ended June 30, 1999 and 1998 are as follows:

                             COMBINED BALANCE SHEETS
                                     ASSETS

                                                    1999            1998
                                                  ------------  ------------
                                                                 (Audited)
      Buildings and improvements,  (net
       of accumulated depreciation;
       $3,720,011,1999; $3,446,938, 1998)       $ 15,102,333    $ 15,344,965
      Land                                         2,041,326       2,041,326
      Other assets (net of  accumulated
      amortization;$154,440,1999;$123,795,
      1998)                                          570,567         600,899
      Cash and cash equivalents                      562,992         287,348
                                                ------------    ------------
                     Total assets               $ 18,277,218    $ 18,274,538
                                                ============    ============


                        LIABILITIES AND PARTNERS' EQUITY

                                                      1999          1998
                                                  ------------    -----------
      Liabilities:
       Mortgage and notes payable               $ 13,247,579    $ 13,339,188
       Other liabilities                             627,843         726,135
                                                ------------    ------------
       Total liabilities                          13,875,422      14,065,323
                                                ------------    ------------
       Partners' equity:
         HPP'89                                    3,364,477       3,311,062
         Other partners                            1,037,319         898,153
                                                ------------    ------------
         Total partners' equity                    4,401,796       4,209,215
                                                ------------    ------------
          Total   liabilities and
           partners' equity                     $ 18,277,218    $ 18,274,538
                                                ============    ============

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





                                      12

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 1999
                                   (UNAUDITED)


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


                        COMBINED STATEMENTS OF OPERATIONS

                                                    1999         1998
                                                -----------  ------------

      Revenue:
            Rental revenue                     $ 2,008,932    $1,888,496
            Interest and other income               75,595        73,870
                                               -----------    ----------
                                                 2,084,527     1,962,366
                                               -----------    ----------

      Expenses:
          Interest expense                         606,426       630,137
          Depreciation and amortization            298,370       298,120
          Operating expenses                       909,149       897,043
                                               -----------    ----------
                                                 1,813,945     1,825,300
                                               -----------    ----------
      Net income                               $   270,582    $  137,066
                                               ===========    ==========
      Net income allocated to HPP'89           $   131,412    $   74,501
                                               ===========    ==========
      Net   income   allocated   to  other
      partners                                 $  139,170     $   62,565
                                              ===========     ==========

 (4)  Commitments

      On October 1, 1995, HPP'89 engaged Claremont Management Corporation (CMC),
      a Massachusetts corporation previously unaffiliated and a related party as
      of March 15, 1996 through ownership by a member of TCAMP, to provide asset
      management,  accounting and investor services.  CMC provided such services
      for an annual  management  fee of $67,200  plus  reimbursement  of all its
      costs of providing these services.  The contract with CMC expired June 30,
      1998. For the six months ended June 30, 1998, CMC was reimbursed  $50,716,
      for operating costs.

      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 six months ended June
      30, 1999, GFI was reimbursed $61,824 for operating costs.

 (5)  Fair Value of Financial Instruments

      The fair  values of cash  equivalents  and  accounts  payable  and accrued
      expenses at June 30, 1999 and December 31, 1998 approximate their carrying
      amounts due to their short maturities.



                                      13

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                  JUNE 30, 1999

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.  TCAMP's  mortgage
bears interest at 9.14%:  amortizes over a 25 year schedule and requires monthly
payments  of  principal,  interest,  real  estate  tax and  replacement  reserve
deposits totaling $92,735; the mortgage matures in March 2003, at which time all
unpaid principal and accrued interest is due.

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.

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

Due to the foreclosure proceeding related to Jenkins Court, HPP'89 no longer has
an  investment  in the  property.  As of December 31, 1995,  the  investment  in
Jenkins Court and its  corresponding  reserve,  both totaling  $5,471,055,  were
eliminated from the balance sheet.

Portland  Lofts is a mix-use  property  located  in  Portland,  Oregon  with 89
residential  units and 29,250  square feet of  commercial  space.  In May 1996,
Portland  Lofts reached a settlement  agreement with the holder of its mortgage
note and an unsecured  note.  According to the Settlement  Agreement,  Portland
Lofts was allowed until July 31, 1996, to pay  $5,400,000 to the holder in full
satisfaction of both the mortgage note and an unsecured note.






                                      14

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                  JUNE 30, 1999


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 pay in full the $5,400,000  settlement
amount  with the holder in full  satisfaction  of both the  mortgage  note,  the
unsecured note payable and all related closing costs.  The transaction  resulted
in an extraordinary  gain on extinguishment  of debt of $1,656,579.  The current
mortgage note on the property:  bears interest at 9.0%; amortizes over a 25-year
schedule;  requires monthly  payments of principal and interest of $47,205;  and
matures on July 1, 2006, at which time all unpaid principal and interest is due.

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  bearing  interest  at 6.69%,
amortizing  over 30 years and maturing in August 2008,  at which time all unpaid
interest and principal is due. The mortgage note  requires  monthly  payments of
principal and interest and escrow  deposits  (real estate and  insurance) in the
aggregate amount of $7,091 and $1,312, respectively.

The short-term liquidity of the Investee Entities, with the exception of Jenkins
Court,  depends on their  ability to generate  sufficient  rental income to fund
operating expenses and debt service requirements.  TCAMP, Portland Lofts and 402
Julia have stabilized  operations and, after considering the effects of TCAMP's,
Portland Lofts' and 402 Julia's recent respective refinancings,  are expected to
generate cash flow. For each of the six months ended June 30, 1999 and 1998, the
Partnership received distributions from Portland Lofts of $78,000, respectively.

As of June 30, 1999, the Partnership  had $127,725 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 and the proceeds from the previous
sale of a partial  interest in 402 Julia.  The  Partnership  expects to fund its
expenses with cash flow distributions from Portland Lofts and TCAMP.

Distributions  from TCAMP to the  Partnership  and the other member of TCAMP 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
reduced to zero, 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.

As of December 31,  1997,  the  outstanding  balance of TCAMP's  other  member's
unreturned original $650,000 capital contribution was $223,773.  On February 27,
1998,  the  Partnership  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, TCAMP's other member's original $650,000 capital
contribution was reduced to zero,  thereby  eliminating any future  requirements
for the Partnership to make additional capital contributions to TCAMP.

In late 1998, a dispute  developed between HPP'89 and the other member regarding
distributions from TCAMP. The dispute could result in a significant delay and/or
reduction of anticipated distributions by TCAMP to HPP'89, which, in turn, could
have a detrimental  effect on HPP'89's short term  liquidity.  HPP'89 intends to
pursue all of its rights to distributions under the TCAMP Operating Agreement.




                                      15

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULT OF OPERATIONS (CONTINUED)
                                  JUNE 30, 1999


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.  Due to the  foreclosure  proceeding  related to Jenkins
Court,  HPP'89 no longer has an investment  in the property.  As of December 31,
1995,  the  investment  in Jenkins  Court and its  corresponding  reserve,  both
totaling $5,471,055, were eliminated from the balance sheet.

The Partnership  accounts for its  investments in its three  remaining  investee
entities  under the  equity  method.  In  general,  under the  equity  method of
accounting for  investments,  the investment is recorded at cost and the current
allocable  portion of earnings  (losses)  of an  Investee  Entity is recorded as
income  (loss)  with a  corresponding  increase  (decrease)  to  the  investment
account.  The allocable portion of losses of an Investee Entity are not recorded
after the  respective  investment  account  is reduced  to zero.  The  allocable
portion of earnings of an Investee  Entity are not recorded until all previously
unrecorded losses are absorbed.  The Partnership's  allocable share of operating
income and/or losses in investee entities range from 50% to 99%.

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

As of June 30, 1999, 402 Julia leased 87% of its  residential  units and 100% of
the  commercial  space for a combined  occupancy of 90%. 402 Julia has benefited
from a  relatively  strong New Orleans  market and  continues  to record  stable
operations.  402 Julia rents  units to  residential  tenants,  half of which are
under short-term operating leases with the remaining rented under month-to-month
arrangements.  For the six months  ended June 30, 1999,  402 Julia  recorded net
income of approximately  $14,184 of which included depreciation and amortization
of approximately $21,916.

At June 30, 1999, Portland Lofts had leased approximately 90% of its residential
apartment  units and 100% of the  commercial  space for a combined  occupancy of
92%.  Portland  Lofts  rents  space to  residential  tenants  principally  under
month-to-month  arrangements and to commercial tenants under operating leases of
varying terms expiring  through 2004. As of June 30, 1999, the  Partnership  had
entered into eighteen  commercial leases.  The Partnership's  largest commercial
tenant  occupancies 23% of the commercial  space at June 30, 1999,  representing
only 5.8% of the total  square feet of the  property.  For the six months  ended
June 30, 1999,  Portland Lofts recorded a net loss of  approximately  $12,352 of
which included depreciation and amortization of approximately $142,888.

TCAMP operates its 255 unit  residential  property in the competitive  lowertown
district of St. Paul,  Minnesota with  traditional,  annual  operating leases to
individuals that expire within one year of signing.  Despite the availability of
low mortgage rates in the single family house market, the building has increased
rental  rates with the market and  maintained  occupancy  above 95% for  several
years.

For the six months ended June 30, 1999, TCAMP had an economic  occupancy of 96%.
For  the  six  months  ended  June  30,  1999,  TCAMP  recorded  net  income  of
approximately $268,750,  which included depreciation and amortization expense of
approximately $133,566.

In 1990,  the  Partnership  fully  reserved  against its  investment in Portland
Lofts, due to the substantial doubt it would continue as a going concern. Due to
the debt  settlement and refinancing  completed in June 1996,  Portland Lofts is
expected to continue as a going concern.








                                      16

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                  JUNE 30, 1999


For the year ended  December 31, 1997,  Portland  Lofts  allocated a net loss of
$173,710  and cash  distributions  of $156,000 to HPP'89.  Generally,  under the
equity method of accounting, an investment may not be carried below zero. During
1997,  HPP'89's  investment  in  Portland  Lofts  was  reduced  to  zero  due to
allocation  of  losses  and  distributions  received.  Accordingly,  HPP'89  had
cumulative unrecorded losses at December 31, 1998 of $90,987. For the six months
ended  June  30,  1999,  HPP'89  recognized  a net loss of  $12,228,  increasing
unrecorded  losses from the Portland Lofts investment to $103,215 as of June 30,
1999.  Distributions  received  from  Portland  Lofts for each of the six months
ended June 30, 1999 and 1998 totaled  $78,000 and were recorded as equity income
of investee  entities.  Although HPP'89's  investment in Portland Lofts has been
reduced to zero,  Portland  Lofts is expected to continue as a going concern and
to continue to provide distributions to HPP'89.

 The  Partnership  recorded  net income,  under  generally  accepted  accounting
 principles,  of $50,776 for the three months  ended June 30, 1999,  compared to
 net income of $18,943 for the three months ended June 30, 1998. The increase in
 net income is  primarily  attributable  to the  increase in equity in income of
 investee  entities of approximately  $39,000 offset by an increase in operating
 and administrative  expenses of approximately $7,000. The increase in equity in
 income of investee  entities is due to the operating  activities from TCAMP and
 402 Julia.  HPP'89's allocated net income from TCAMP increased by approximately
 $27,000 for the three months ended June 30, 1999 compared to the same period in
 1998.  TCAMP's net income  increased due to an increase in rental income,  as a
 result of higher  apartment  rental  rates and a  decrease  in real  estate tax
 expense.  TCAMP's average  apartment rental rate increased  approximately 7% in
 the three  months  ended June 30,  1999  compared  to the same  period in 1998.
 HPP'89's allocated net income from 402 Julia increased  approximately  $12,000,
 for the three months  ended June 30, 1999  compared to the same period in 1998,
 due to decreases in professional fees and interest  expense.  Professional fees
 and interest expense of 402 Julia both decreased as a result of the refinancing
 of the property's mortgage in July 1998. Operating and administrative  expenses
 of the  Partnership  increased in the three months ended June 30, 1999 compared
 to the  same  period  in  1998,  due to  increased  costs  for  audit  and  tax
 preparation.

 The  Partnership  recorded  net income,  under  generally  accepted  accounting
 principles,  of $107,377 for the six months ended June 30, 1999 compared to net
 income of $37,059 for the six months ended June 30,  1998.  The increase in net
 income  is  primarily  attributable  to the  increase  in  equity  in income of
 investee  entities of approximately  $84,000 offset by an increase in operating
 and administrative expenses of approximately $14,000. The increase in equity in
 income of investee  entities is due to the operating  activities from TCAMP and
 402 Julia.  HPP'89's allocated net income from TCAMP increased by approximately
 $69,000 for the six months  ended June 30, 1999  compared to the same period in
 1998, due to increases in apartment and furniture  rental income and a decrease
 in real estate tax expense.  TCAMP's average apartment rental rate increased by
 approximately  8% in the six months  ended June 30,  1999  compared  to the six
 months  ended June 30,  1998.  HPP'89's  allocated  net  income  from 402 Julia
 increased approximately $15,000 for the six months ended June 30, 1999 compared
 to the  same  period  in  1998,  as a  result  of  decreases  in  interest  and
 professional fee expenses.  Interest and professional fee expenses of 402 Julia
 decreased as a result of the  refinancing of property's  mortgage in July 1998.
 Operating and administrative  expenses of the Partnership  increased in the six
 months ended June 30, 1999  compared to the same period in 1998, as a result of
 increased costs for audit, tax preparation and printing expenses.

Inflation and Other Economic Factors

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



                                      17

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                                  JUNE 30, 1999


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

Year 2000 Issues

The Partnership  and its Investee  Entities have analyzed the effect of the Year
2000 on their respective  financial and computer  systems and have  incorporated
and/or  expect to have  incorporated  the necessary  modifications  to avert any
negative  consequences.  The Partnership does not anticipate Year 2000 issues to
have any material  effect on its  operations  or the  operations of the Investee
Entities, or incur substantial costs to address Year 2000 issues.




                                      18

<PAGE>

           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           PART II - OTHER INFORMATION
                                  JUNE 30, 1999


Item 1.    Legal Proceedings

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

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

Item 2.    Changes in Securities - Not applicable.

Item 3.    Defaults Upon Securities - Not applicable.

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

Item 5.    Other Information - Not applicable.

Item 6.    Exhibits and Reports from Form 8-K

           (a)  Exhibits
                None.

           (b)  Reports from Form 8-K None.


                                      19

<PAGE>

           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:  August 1, 1999            By:   /s/ Terrence P. Sullivan
                                       Terrence P. Sullivan,
                                       President

                             and


Date:  August 1, 1999        By:  /s/ Terrence P. Sullivan
                                  Terrence P. Sullivan,
                                  General Partner







                                      20