<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

      For the quarterly period ended    September 30, 2004
                                      ---------------------

                           or

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

      For the transition period from ____________ to  ____________

Commission File Number 33-24129
                       --------


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


                                    Delaware
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)


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


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


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


             45 Broad Street, 3rd Floor Boston, Massachusetts 02109
--------------------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)

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

Yes [X]  No [ ]

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

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

Yes [ ]  No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:___________

Transitional Small Business Disclosure Format (Check one):

Yes [ ]  No [ ]


<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   FORM 10-QSB

                               SEPTEMBER 30, 2004

                                TABLE OF CONTENTS



PART  I - FINANCIAL INFORMATION

Item 1.  Financial Statements

              Consolidated Balance Sheet                                       3

              Consolidated Statements of Operations                            4

              Consolidated Statements of Partners' Equity (Deficit)            5

              Consolidated Statements of Cash Flows                            6

              Notes to Consolidated Financial Statements                    7-12

Item 2.  Management's Discussion and Analysis or Plan of Operation         13-15

Item 3.  Controls and Procedures                                              15

PART II - Other Information                                                   16

Signatures                                                                    17






<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)



<TABLE>
                                     ASSETS

<S>                                                                <C>
INVESTMENT IN REAL ESTATE
     Land                                                          $  2,396,037
     Buildings and improvements                                      17,940,293
     Furniture and equipment                                            400,420
                                                                   ------------
                                                                     20,736,750
     Accumulated depreciation                                        (4,165,887)
                                                                   ------------
                                                                     16,570,863
                                                                   ------------

INVESTMENT IN INVESTEE ENTITY                                           479,038
                                                                   ------------

CASH AND CASH EQUIVALENTS
     Real estate operating                                              893,388
     Partnership                                                        107,450
                                                                   ------------
                                                                      1,000,838
                                                                   ------------

CASH AND CASH EQUIVALENTS, SECURITY DEPOSITS                            140,131

OTHER ASSETS                                                            144,058
ESCROW DEPOSITS                                                         279,489
DEFERRED COSTS, less accumulated amortization of $178,766               176,602
                                                                   ------------

                                                                   $ 18,791,019
                                                                   ============

                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
     Mortgage notes payable                                        $ 18,429,386
     Accounts payable and accrued expenses                              316,932
     Security deposits                                                  130,461
                                                                   ------------

              Total liabilities                                      18,876,779
                                                                   ------------

COMMITMENTS (Note 5)

PARTNERS' EQUITY
     Limited Partners' Equity - Units of  Investor Limited
         Partnership Interest, $1,000 stated value
         per Unit-Issued and outstanding 26,588 units                   146,434
     General Partner's Deficit                                         (232,194)
                                                                   ------------

              Total partners' equity                                    (85,760)
                                                                   ------------

                                                                   $ 18,791,019
                                                                   ============

</TABLE>


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



                                        3


<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            FOR THE THREE MONTHS AND
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                                     Three Months                 Nine Months
                                                  Ended September 30,          Ended September 30,
                                                 2004           2003           2004           2003
                                              -----------    -----------    -----------    -----------
<S>                                           <C>            <C>            <C>            <C>

REVENUE:
     Rental income                            $ 1,032,068    $ 1,018,187    $ 3,073,355    $ 3,060,360
       Interest and other income                   32,267         32,164         78,685         91,940
                                              -----------    -----------    -----------    -----------
           Total revenue                        1,064,335      1,050,351      3,152,040      3,152,300
                                              -----------    -----------    -----------    -----------

EXPENSES:
     Operating and administrative                  97,396         99,302        311,213        298,610
       Property operating expenses:
           Payroll services                       104,178         98,955        317,200        302,443
           Utilities                              113,897        116,829        314,018        322,606
           Real estate taxes                       72,511         78,742        217,540        236,225
           Other operating expenses               265,893        228,724        694,987        723,926
       Depreciation and amortization              169,154        167,365        507,560        568,983
                                              -----------    -----------    -----------    -----------
           Total expenses                         823,029        789,917      2,362,518      2,452,793
                                              -----------    -----------    -----------    -----------

INCOME FROM OPERATIONS                            241,306        260,434        789,522        699,507

INTEREST EXPENSE                                  352,556        357,901      1,056,516      1,069,443

EQUITY IN INCOME (LOSS) OF
     INVESTEE ENTITY                                 (773)         5,252         10,929        (17,552)
                                              -----------    -----------    -----------    -----------

NET LOSS                                      $  (112,023)   $   (92,215)   $  (256,065)   $  (387,488)
                                              ===========    ===========    ===========    ===========

NET LOSS ALLOCATED
     TO GENERAL PARTNER                       $    (1,120)   $      (922)   $    (2,561)   $    (3,875)
                                              ===========    ===========    ===========    ===========

NET LOSS ALLOCATED
     TO LIMITED PARTNERS                      $  (110,903)   $   (91,293)   $  (253,504)   $  (383,613)
                                              ===========    ===========    ===========    ===========

NET LOSS PER UNIT OF
     INVESTOR LIMITED PARTNERSHIP
     INTEREST, BASED ON 26,588 UNITS
     ISSUED AND OUTSTANDING                   $     (4.17)   $     (3.43)   $     (9.53)   $    (14.42)
                                              ===========    ===========    ===========    ===========

</TABLE>










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




                                        4

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2003



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

BALANCE, December 31, 2002                  26,588      $ 837,382       $(225,214)      $ 612,168

  Net loss                                      --       (437,444)         (4,419)       (441,863)
                                         ---------      ---------       ---------       ---------

BALANCE, December 31, 2003                  26,588        399,938        (229,633)        170,305

   Net loss (unaudited)                         --       (253,504)         (2,561)       (256,065)
                                         ---------      ---------       ---------       ---------

BALANCE, September 30, 2004                 26,588      $ 146,434       $(232,194)      $ (85,760)
                                         =========      =========       =========       =========

</TABLE>



































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




                                        5



<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                            2004          2003
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                           $  (256,065)   $  (387,488)
     Adjustments to reconcile net loss to net cash
       provided by operating activities:
         Depreciation                                                       479,996        541,202
         Amortization                                                        27,564         27,781
         Equity in (income) loss of Investee Entity                         (10,929)        17,552
         Decrease in other assets                                            49,225         85,875
         Increase (decrease) in accounts payable and accrued expenses         9,607       (111,762)
         Decrease (increase) in security deposits, net                        8,226         (3,468)
                                                                        -----------    -----------
             Net cash provided by operating activities                      307,624        169,692
                                                                        -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures - building improvements                                --       (469,998)
     Increase in escrow deposits, net                                      (131,479)      (136,772)
                                                                        -----------    -----------
             Net cash used in investing activities                         (131,479)      (606,770)
                                                                        -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payment of deferred costs                                                   --        (10,000)
     Payments of mortgage principal                                        (202,251)      (189,362)
                                                                        -----------    -----------
             Cash used in financing activities                             (202,251)      (199,362)
                                                                        -----------    -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                   (26,106)      (636,440)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            1,026,944      1,724,534
                                                                        -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                $ 1,000,838    $ 1,088,094
                                                                        ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

         Cash paid for interest                                         $ 1,060,497    $ 1,073,363
                                                                        ===========    ===========
</TABLE>

















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


                                        6





<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


(1)     ORGANIZATION AND GENERAL PARTNER - BHP
        --------------------------------------

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

        Boston Historic Partners Limited Partnership (BHP), a Massachusetts
        limited partnership, is the general partner of the Partnership. BHP was
        formed in November 1986 for the purpose of organizing, syndicating and
        managing publicly offered real estate limited partnerships (Public
        Rehabilitation Partnerships). As of September 30, 2004, BHP had
        established three such partnerships, including the Partnership.

        The Amended and Restated Agreement of Limited Partnership (Partnership
        Agreement) of the Partnership generally provides that all net profits,
        net losses, tax credits and cash distributions of the Partnership from
        normal operations be allocated 99% to the Limited Partners and 1% to
        BHP. Excess proceeds from sales or refinancings generally will be
        distributed 100% to the Limited Partners until they have received an
        amount equal to their Adjusted Capital Contributions (as defined in the
        Partnership Agreement) plus priority returns and additional incentive
        priority returns for certain Limited Partners admitted to the
        Partnership on or prior to certain specified dates.

(2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        ------------------------------------------

        The consolidated financial statements should be read in conjunction with
        the consolidated financial statements and notes thereto included in
        HPP'89's form 10-KSB for the year ended December 31, 2003.

        Principles of Consolidation
        ---------------------------

        The consolidated financial statements include the accounts and
        transactions of the Partnership, The Cosmopolitan at Mears Park, LLC
        (TCAMP) and Portland Lofts Associates Limited Partnership (Portland
        Lofts) after the elimination of all intercompany accounts and
        transactions. Members' equity of TCAMP has been classified as partners'
        equity in the accompanying consolidated financial statements. The
        Partnership and its consolidated entities are collectively referred to
        herein as HPP'89.

        Under the principles of consolidation, losses and other charges
        applicable to the minority interest which exceed the minority interest
        in equity capital of the minority interest are charged against the
        controlling interest since there is no obligation for the minority
        interest to make good such losses or other charges. Once the minority
        interest has been reduced to zero, future earnings of the minority
        interest are credited to the controlling interest to the extent of the
        losses or other charges applicable to the minority interest, which have
        been charged against the controlling interest. At September 30, 2004,
        the minority interest in TCAMP (1% membership interest owned by a party
        unrelated to HPP'89) has been reduced to zero and cumulative losses and
        other charges applicable to the minority interest which have been
        charged against the Partnership total $10,660.

        Investment in Investee Entity
        -----------------------------

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





                                        7


<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


(2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
        ------------------------------------------------------

        Investment in Investee Entity (continued)
        -----------------------------------------

        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.

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

        Use of Estimates
        ----------------

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

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

        Reclassifications
        -----------------

        Certain amounts in the three and nine months ended September 30, 2003,
        financial statements have been reclassified to conform to the 2004
        presentation.

        Real Estate and Depreciation
        ----------------------------

        Real estate is held for lease and stated at cost. Depreciation is
        provided over the estimated economic useful lives of the assets using
        the straight-line method.

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

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

        Cash, Cash Equivalents and Concentration of Credit Risk
        -------------------------------------------------------

        HPP'89 considers all highly liquid investments with a maturity of three
        months or less when purchased to be cash equivalents. At September 30,
        2004, cash equivalents totaled $777,142.

        At September 30, 2004, HPP'89 had $609,281 of cash and cash equivalents
        on deposit in banks in excess of amounts insured by the Federal Deposit
        Insurance Corporation. Also at September 30, 2004, HPP'89 had $36,355 of
        Massachusetts' municipal money market funds which are not insured or
        guaranteed.

        Deferred Costs
        --------------

        Deferred costs relating to mortgage notes and commercial leases are
        amortized on a straight-line basis over their respective terms.





                                        8


<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


(2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
        ------------------------------------------------------

        Revenue Recognition
        -------------------

        Revenue, principally under annual operating leases, is recorded when
        due. In most cases, management expects that in the normal course of
        business, leases will be renewed or replaced by other leases.

        Income Taxes
        ------------

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

(3)     INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITY
        ----------------------------------------------

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

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

        THE COSMOPOLITAN AT MEARS PARK, LLC (TCAMP), a Limited Liability
        Company, was formed on March 15, 1996, under the Delaware Limited
        Liability Company Act. The purpose of TCAMP is to engage in investment
        in, and operation of, real estate. TCAMP owns a residential apartment
        complex containing 255 residential units and approximately 2,250 square
        feet of commercial space located at 250 6th Street, St. Paul, Minnesota.
        Profits and losses are allocated to the members, and distributions from
        TCAMP to the Partnership and the other member are subject to the order
        of distribution, as specified in the Operating Agreement of TCAMP. The
        liability of the members of TCAMP for losses, debts and obligations of
        TCAMP is limited to their capital contributions, except under applicable
        law members may, under certain circumstances, be liable to TCAMP to the
        extent of previous distributions received by the members in the event
        TCAMP does not have sufficient assets to satisfy its liabilities.

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

        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 building containing 24
        residential units and approximately 3,900 net rentable square feet of
        commercial space located at 402 Julia Street, New Orleans, Louisiana.

        On September 16, 1993, the Partnership sold one-third of its general
        partnership interest in 402 Julia to the developer general partner for
        $185,000. The Partnership's percentage of interest in 402 Julia was
        thereby reduced from 98% to 65%. The terms of the sale require annual
        payments of $3,500 through 2016 and a final payment of $4,500 in 2017.
        At September 30, 2004, the remaining uncollected payments total $50,000,
        which are secured by the interest sold to the developer general partner,
        and are included in other assets.

        Under the equity method of accounting, the Partnership recorded income
        (loss) from the 402 Julia Investment of $13,368 and ($15,113),
        respectively, and amortization expense of $2,439, for the nine months
        ended September 30, 2004 and 2003.







                                        9


<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


(3)     INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITY (CONTINUED)
        ----------------------------------------------------------

        The summary balance sheet as of September 30, 2004 and summary
        statements of operations for the nine months ended September 30, 2004
        and 2003, of the Investee Entity are as follows:

                              SUMMARY BALANCE SHEET
                               SEPTEMBER 30, 2004
                                     ASSETS


<TABLE>
<CAPTION>

      <S>                                                                           <C>
           Land                                                                      $  132,800
           Building and improvements (net of accumulated depreciation of $582,941)      998,630
           Cash and cash equivalents                                                    276,439
           Cash equivalents, security deposits                                           20,760
           Other assets, less accumulated amortization of                            $   97,272
                                                                                     ----------
                            Total assets                                             $1,525,901
                                                                                     ==========
                        LIABILITIES AND PARTNERS' EQUITY
        Liabilities:
           Mortgage note payable                                                     $1,013,960
           Other liabilities                                                             35,227
                                                                                     ----------
                  Total liabilities                                                   1,049,187
                                                                                     ----------

        Partners' equity:
           HPP'89                                                                       425,031
           Other partners                                                                51,683
                                                                                     ----------
                  Total partners' equity                                                476,714
                                                                                     ----------
                            Total liabilities and partners' equity                   $1,525,901
                                                                                     ==========
</TABLE>


                        SUMMARY STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>

                                                                             2004        2003
                                                                          ---------   ---------
        <S>                                                               <C>         <C>
        Revenue:
                Rental revenue                                            $ 201,891   $ 191,698
                Interest and other income                                    11,995       8,897
                                                                          ---------   ---------
                  Total revenue                                             213,886     200,595
                                                                          ---------   ---------
        Expenses:
              Operating expenses                                            109,344     138,878
              Depreciation and amortization                                  32,874      32,874
              Interest expense                                               51,205      51,976
                                                                          ---------   ---------
                  Total expenses                                            193,423     223,728
                                                                          ---------   ---------

        Net income (loss) from operations                                 $  20,463   $ (23,133)
                                                                          =========   =========
        Net income (loss) allocated to HPP'89                             $  13,368   $ (15,113)
                                                                          =========   =========
        Net income (loss) allocated to other partners                     $   7,095   $  (8,020)
                                                                          =========   =========
</TABLE>


(4)     MORTGAGE NOTES PAYABLE
        ----------------------

        TCAMP's mortgage note payable bears interest at 6.995%, amortizes over a
        30-year schedule, and requires monthly principal and interest payments
        totaling $93,095 with the unpaid principal balance under the mortgage
        note payable on May 1, 2011. The mortgage note payable is secured by
        TCAMP's property, rents, and assignment of leases. The mortgage note
        requires monthly escrow deposits for real estate taxes, insurance escrow
        and replacement reserves of $22,491, $5,730, and $5,313, respectively.

        Portland Lofts' mortgage note payable bears interest at 9%, amortizes
        over a 25-year schedule, requires monthly payments of principal and
        interest of $47,205, and matures on July 1, 2006, at which time all
        unpaid principal and interest is due. The mortgage note payable is
        secured by Portland Lofts' property, rents and assignment of leases.


                                       10

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)



(4)     MORTGAGE NOTES PAYABLE (CONTINUED)
        ---------------------------------

        As of September 30, 2004, annual maturities of the mortgage notes
        payable for the next five years are as follows:

                   Year Ending December 31,           Amount
                   ------------------------           ------

                             2004                 $   71,885
                             2005                    299,519
                             2006                  4,915,863
                             2007                    191,270
                             2008                    202,637

(5)     RELATED PARTY TRANSACTION AND COMMITMENTS
        -----------------------------------------

        TCAMP entered into a management agreement with Claremont Management
        Limited Liability Company (CMLLC) to manage the property. The sole
        shareholder of CMLLC is related to the other member of TCAMP. The
        agreement expires on September 30, 2005 and automatically renews
        thereafter on an annual basis, unless terminated earlier as provided for
        in the agreement. The management agreement requires the payment of a
        management fee of 3% of gross receipts, as defined in the agreement,
        plus the reimbursement of all CMLLC's costs of providing these services.
        Management fees under the management agreement totaled $63,177 and
        $62,602, respectively, for the nine months ended September 30, 2004 and
        2003. Expense reimbursements to CMLLC for the nine months ended
        September 30, 2004 and 2003 totaled $260,444 and $248,191, respectively.

        Portland Lofts entered into a management agreement with an unrelated
        party to manage the property for a fee of 3% of the gross receipts as
        defined in the agreement. The agreement expires July 1, 2004 and
        automatically renews thereafter on an annual basis, unless terminated
        earlier as provided for in the agreement.

        The Partnership engages Gunn Financial, Incorporated (GFI), an
        unaffiliated Massachusetts corporation, to provide accounting, asset
        management and investor services. GFI provides such services for an
        annual management fee of $54,000 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 nine
        months ended September 30, 2004 and 2003, GFI was reimbursed $178,748
        and $169,808, respectively, for operating costs.

        The Partnership and TCAMP have committed to pay the principal of GFI
        $5,000 per month for direct mortgage services and operational management
        provided by him for TCAMP. The agreement continues in effect until such
        services are no longer rendered. For each of the nine months periods
        ended September 30, 2004 and 2003, the principal of GFI was paid $45,000
        for these services.















                                       11


<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


(6)     MINIMUM FUTURE RENTALS UNDER OPERATING LEASES

        Portland Lofts rents space to commercial tenants under operating leases
        of varying terms expiring through 2012. As of September 30, 2004,
        Portland Lofts had entered into eight commercial leases covering 63% of
        the building's net rentable commercial space and five commercial
        month-to-month leases. For the nine months ended September 30, 2004, two
        commercial tenants comprised approximately 31% of commercial rental
        income under noncancellable commercial leases.

        At September 30, 2004, minimum future rentals, excluding reimbursement
        of real estate taxes and certain operating expenses, to be received
        under noncancellable commercial leases are as follows:

                     Year Ending December 31,                Amount
                     ------------------------                ------


                              2004                          $ 68,247
                              2005                           284,762
                              2006                           262,418
                              2007                           241,616
                              2008                           207,502
                           Thereafter                        176,976

        In most cases, management expects that in the normal course of business,
        commercial leases will be renewed or replaced by other leases and
        month-to-month arrangements will be continued or replaced by other
        leases.

(7)     FAIR VALUE OF FINANCIAL INSTRUMENTS
        -----------------------------------

        The carrying amounts of cash and cash equivalents, cash and cash
        equivalents security deposits, other assets, escrow deposits, accounts
        payable and accrued expenses, and security deposits at September 30,
        2004 approximate their fair values due to their short maturities. The
        fair values of the mortgage notes payable at September 30, 2004
        approximate their carrying amounts based on the interest rates available
        for similar financing arrangements. All financial instruments are held
        for non-trading purposes.

(8)     SUBSEQUENT EVENT
        ----------------

        On October 1, 2004, the Partnership sold its 99% interest in TCAMP to
        HPP LLC, a Massachusetts limited liability company, for $735,000 in
        cash. The Partnership will record a gain of approximately $1,673,000 in
        the quarter ending December 31, 2004. If the sale had occurred prior to
        October 1, 2004, the Consolidated Balance Sheet at September 30, 2004
        would have shown reductions in real estate investments of $11,773,913,
        in other assets of $159,956, in mortgage notes of $13,526,723 and in
        other liabilities of $209,395.


















                                       12


<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                               SEPTEMBER 30, 2004


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

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

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

The Company's significant accounting policies are disclosed in the footnotes to
HPP'89's consolidated financial statements. Management believes the following
significant accounting policies also are considered critical accounting
policies:

        HPP'89 capitalizes as investment in real estate the initial acquisition
        of property and equipment and those expenditures incurred that extend
        the useful life of the related assets. Expenditures for maintenance and
        repairs, including major repairs and replacements made as part of a
        periodic maintenance program to restore the assets repaired to
        substantially original condition, are expensed as incurred. During the
        quarters ended September 30, 2004, the Partnership expensed
        approximately $39,000 of major repairs and/or maintenance costs incurred
        as part of a periodic maintenance program rather than capitalizing such
        expenditures.

        HPP'89 reviews its long-lived assets, principally investment in real
        estate, for impairment whenever events or changes in circumstances
        indicate that the carrying value of the asset may not be recoverable. An
        impairment loss is required to be recognized if the sum of the expected
        future cash flows, undiscounted and excluding interest expense, from the
        use of the asset is less than the carrying value of the asset. For the
        quarters ended September 30, 2004, the Partnership did not recognize an
        impairment loss.

Plan of Operation. The Partnership terminated its offering of Units on December
29, 1989, at which time Limited Partners had purchased 26,588 Units,
representing gross capital contributions of $26,588,000. 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; it will however invest cash flow
from the properties in normal repairs and maintenance.

As of September 30, 2004, the Partnership had $107,450 of total cash and cash
equivalents. The Partnership's cash is used primarily to fund general and
administrative expenses of managing the public fund. The Partnership's only
source of short-term liquidity is from distributions received from Portland
Lofts. The Partnership has sufficient cash to meet its short-term operating
needs.

The short-term liquidity of 402 Julia and Portland Lofts depends on their
ability to generate sufficient rental income to fund operating expenses and debt
service requirements. Portland Lofts and 402 Julia have stabilized operations
and Portland Lofts is expected to generate cash flow. The Partnership received
distributions from Portland Lofts of $117,000 for each of the nine months ended
September 30, 2004 and 2003. The Partnership received distributions from TCAMP
of $99,000 and $247,500 respectively, for the nine months ended September 30,
2004 and 2003.







                                       13



<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                               SEPTEMBER 30, 2004
                                   (CONTINUED)


On October 1, 2002 Portland Lofts entered into a contract for exterior building
repairs and maintenance work totaling $443,711 (inclusive of change orders). The
date of commencement of the work was February 1, 2003. As of December 31, 2003,
100% of the contract had been completed.

On October 1, 2004, the Partnership sold its 99% interest in TCAMP for $735,000
in cash. The Partnership's source of future long-term liquidity is expected from
the sale proceeds of the remaining investment properties.

Management's Discussion and Analysis of Financial Condition and Results of
Operations. The Partnership accounts for its investment in 402 Julia using the
equity method of accounting. The consolidated financial statements as of and for
the three and nine months ended September 30, 2004 and 2003 include the accounts
and transactions of the Partnership, TCAMP and Portland Lofts after the
elimination of all inter-company accounts and transactions.

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

The Partnership's allocable share of operating income and/or losses in 402 Julia
is 65.33%. For the nine months ended September 30, 2003, 402 Julia recorded an
economic occupancy of 97% for its residential units and an economic occupancy of
100% for its commercial space for a combined economic occupancy of 98%. For the
nine months ended September 30, 2004, 402 Julia recorded an economic occupancy
of 93% for its residential units and an economic occupancy of 100% for its
commercial space for a combined economic occupancy of 94%. 402 Julia has
benefited from a relatively strong New Orleans market and continues to record
stable operations. For the nine months ended September 30, 2004 and 2003, 402
Julia recorded net income (loss) of approximately $20,500 and $(23,100),
respectively, which included depreciation and amortization for each of the nine
months ended September 30, 2004 and 2003 of approximately $32,900.

TCAMP operates in the competitive lowertown district of St. Paul, Minnesota.
TCAMP had an economic occupancy of 84% for each of the nine months ended
September 30, 2004 and 2003. For the nine months ended September 30, 2004, TCAMP
recorded a net loss of approximately $91,300 which included depreciation and
amortization of approximately $327,900. TCAMP recorded a net loss of
approximately $201,400 for the nine months ended September 30, 2003 which
included depreciation and amortization of approximately $395,700.

For the nine months ended September 30, 2004, Portland Lofts recorded an
economic occupancy of 86% for its residential units and an economic occupancy of
71% for its commercial space for a combined economic occupancy of 82%. For the
nine months ended September 30, 2003, Portland Lofts recorded an economic
occupancy of 83% for its residential units and an economic occupancy of 95% for
its commercial space for a combined economic occupancy of 86%. For the nine
months ended September 30, 2004, Portland Lofts recorded net income of
approximately $131,500 which included depreciation and amortization of
approximately $179,700. For the nine months ended September 30, 2003, Portland
Lofts recorded net income of approximately $116,000 which included depreciation
and amortization of approximately $173,300.

HPP'89 recorded a consolidated net loss of approximately $112,000 for the
quarter ended September 30, 2004 compared to a consolidated net loss of
approximately $92,200 for the quarter ended September 30, 2003. The consolidated
net loss increased primarily due to an increase in other operating expenses as a
result of increased professional fees at Portland Lofts and hallway carpeting
expenses at TCAMP.

HPP'89 recorded a consolidated net loss of approximately $256,100 for the nine
months ended September 30, 2004 compared to a consolidated net loss of
approximately $387,500 for the nine months ended September 30, 2003. The
consolidated net loss decreased primarily due to decreases in depreciation,
amortization and other operating expenses and an increase in equity in income
(loss) of investee entity. Depreciation and amortization decreased as a result
of







                                       14


<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                               SEPTEMBER 30, 2004
                                   (CONTINUED)



fully depreciated furniture and fixtures at TCAMP while other operating expenses
decreased primarily due to the painting of common areas at TCAMP in 2003. Equity
in income (loss) of investee entity increased primarily due to decreases in bad
debt and painting expense, and a slight increase in rental income, as a result
of increased occupancy at 402 Julia.


                      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 real estate investments and
the Investee Entity, are highly leveraged in view of the fact that each property
is subject to a long-term first mortgage loan. Operating expenses and rental
revenue of each property are subject to inflationary and other economic factors.
Low rates of inflation could result in slower rental rate increases, and to the
extent that these factors are outpaced by increases in property operating
expenses (which could arise as a result of general economic circumstances such
as an increase in the cost of energy or fuel, or from local economic
circumstances), the operations of the Partnership, real estate investments and
Investee Entity could be adversely affected. Actual deflation in prices
generally would, in effect, increase the economic burden of the mortgage debt
service with a corresponding adverse effect.

High rates of inflation, on the other hand, raise the operating expenses for
projects, and to the extent they cannot be passed on to tenants through higher
rents, such increases could also adversely affect Partnership and 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.

Item 3.  Controls and Procedures.
-------  ------------------------

The General Partner (performing similar functions of Chief Executive Officer and
Chief Financial Officer) and Robert Gunn (President of GFI, performing similar
functions of Financial Officer) have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of September 30, 2004, and
have determined there are sufficient internal controls in place for the
Partnership, TCAMP, Portland Lofts and 402 Julia to effectively report all
adjustments necessary in order to make the consolidated financial statements and
footnotes not misleading. Management has not made any changes to the internal
controls or in other factors that could significantly affect internal controls,
subsequent to the date of our most recent evaluation.






















                                       15


<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           PART II - OTHER INFORMATION
                               SEPTEMBER 30, 2004


Item 1.    Legal Proceedings

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

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

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

Item 3.    Defaults Upon Senior Securities - Not applicable.

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

Item 5.    Other Information - Not applicable.

Item 6.    Exhibits and Reports on Form 8-K

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

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

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

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

           (e)   Reports on Form 8-K - None

























                                       16


<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   SIGNATURES


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

                                    HISTORIC PRESERVATION PROPERTIES 1989
                                             LIMITED PARTNERSHIP


                                    By: Boston Historic Partners Limited
                                        Partnership, General Partner


                                        By: Portfolio Advisory Services,
                                            Inc., General Partner


Date: November 15, 2004                     By: /s/ Terrence P. Sullivan
      -----------------                         --------------------------------
                                                Terrence P. Sullivan,
                                                President

                                        and


Date: November 15, 2004                     By: /s/ Terrence P. Sullivan
      -----------------                         --------------------------------
                                                Terrence P. Sullivan,
                                                General Partner




































                                       17