<PAGE>

                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549

                              FORM 10-QSB

[X]  Quarterly  Report  Pursuant  to  Section  13 or 15  (d) of the
Securities Exchange Act of 1934
       For the quarter ended September 30, 2000
                        or
[ ]  Transition  Report  Pursuant  to  Section  13 or  15(d) of the
Securities Exchange Act of 1934
       For the transition period from              to

Commission File Number 33-24129

Historic Preservation Properties 1989 Limited Partnership
(Exact name of 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




<PAGE>



            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   FORM 10-QSB

                               SEPTEMBER 30, 2000

                                TABLE OF CONTENTS







PART  I  -  FINANCIAL INFORMATION

         Financial Statements

              Balance Sheets                                                3

              Statements of Operations                                      4

              Statements of Partners' Equity (Deficit)                      5

              Statements of Cash Flows                                      6

              Notes to Financial Statements                              7-12

          Management's Discussion and Analysis of Financial
                  Condition or Plan of Operation                        13-15

PART II  -  Other Information                                              16

              Signatures                                                   17


<PAGE>



            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                    SEPTEMBER 30, 2000 AND DECEMBER 31, 1999


                                     ASSETS
<TABLE>
<CAPTION>

<S>                                                                                  <C>                       <C>

                                                                                             2000                     1999

                                                                                      --------------------     --------------------
                                                                                          (Unaudited)



INVESTMENTS IN INVESTEE ENTITIES                                                           $   4,107,569            $   4,060,681
     Less reserve for realization of investments
       In Investee entity                                                                     (3,469,267)              (3,469,267)
                                                                                      --------------------     --------------------

                                                                                                 638,302                  591,414

CASH EQUIVALENTS                                                                                 605,307                  476,949
OTHER ASSETS                                                                                      64,559                   64,000
                                                                                      --------------------     --------------------


                                                                                           $   1,308,168           $    1,132,363
                                                                                      ====================     ====================


                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
     Accounts payable and accrued expenses                                                 $      41,992           $       43,686
                                                                                      --------------------     --------------------

              Total liabilities                                                                   41,992                   43,686
                                                                                      --------------------     --------------------

COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)

PARTNERS' EQUITY
     Limited Partners' Equity - Units of  Investor Limited
         Partnership Interest, $1,000 stated value
         per Unit-Issued and outstanding 26,588 units                                          1,484,850                1,309,126
     General Partner's Deficit                                                                  (218,674)                (220,449)
                                                                                      --------------------     --------------------

              Total partners' equity                                                           1,266,176                1,088,677
                                                                                      --------------------    ---------------------

                                                                                           $   1,308,168            $   1,132,363
                                                                                      ====================     ====================
</TABLE>

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

                                        3

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                       AND
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 Three Months                             Nine Months
                                                              Ended September 30,                     Ended September 30,
                                                           2000                1999                 2000                1999
                                                      ----------------    ---------------      ---------------     ---------------

<S>                                                        <C>                <C>                  <C>                <C>
REVENUES:
     Interest and other income                             $   5,331          $   1,295            $  18,841          $   4,447

EXPENSES:
     Operating and administrative                             69,797             60,367              230,230            176,157
                                                      ----------------    ---------------      ---------------     ---------------

LOSS FROM OPERATIONS                                         (64,466)           (59,072)            (211,389)          (171,710)

EQUITY IN INCOME OF
     INVESTEE ENTITIES                                       148,093            203,113              388,888            423,128
                                                      ----------------    ---------------      ---------------     ---------------

NET INCOME                                                 $  83,627          $ 144,041            $ 177,499          $ 251,418
                                                      ================    ===============      ===============     ===============

NET INCOME ALLOCATED
     TO GENERAL PARTNER                                    $     836          $   1,440            $   1,775           $  2,514
                                                      ================    ================     ===============     ===============

NET INCOME ALLOCATED
     TO LIMITED PARTNERS                                   $  82,791          $ 142,601            $ 175,724          $ 248,904
                                                      ================    ================     ===============     ===============

NET INCOME PER UNIT OF
     INVESTOR LIMITED PARTNERSHIP
     INTEREST, BASED ON 26,588 UNITS
     ISSUED AND OUTSTANDING                                $    3.12          $   5.36             $    6.61           $   9.36
                                                      ================    ===============      ===============     ===============


</TABLE>

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

                                        4

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
                      FOR THE YEAR ENDED DECEMBER 31, 1999

<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, 1998                               26,588        $ 1,033,973          $  (223,228)            $   810,745


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



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


  Net Income (unaudited)                                      -            175,724                1,775                177,499
                                                  --------------    -----------------    ----------------    ------------------


BALANCE, September 30, 2000 (unaudited)                  26,588        $ 1,484,850          $  (218,674)          $  1,266,176
                                                  ==============    =================    ================    ==================

</TABLE>

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

                                        5

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                        2000                   1999
                                                                                        ----                   ----
<S>                                                                                    <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                        $   177,499           $   251,418
     Adjustment to reconcile net income to
       net cash provided by (used in) operating activities:
         Equity in income in investee entities under
            distributions received                                                         (46,888)             (192,376)
         Decrease (Increase) in other assets                                                  (559)                5,850
         Decrease in accounts payable and accrued expenses                                  (1,694)               (4,314)
                                                                                  ------------------     ------------------
             Net cash provided by operating activities                                     128,358                60,578
                                                                                  ------------------     -----------------

NET INCREASE IN CASH EQUIVALENTS                                                           128,358                60,578

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

CASH EQUIVALENTS, END OF PERIOD                                                        $   605,307            $  231,559
                                                                                  ==================     =================

</TABLE>

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

                                        6
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)


(1)      Organization and General Partner - BHP

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

         The  general  partner  of HPP'89 is Boston  Historic  Partners  Limited
         Partnership (BHP), a Massachusetts limited partnership.  BHP was formed
         in  November  1986  for the  purpose  of  organizing,  syndicating  and
         managing  publicly  offered real estate  limited  partnerships  (Public
         Rehabilitation  Partnerships).  As of September  30,  2000,  BHP is the
         general partner of three such partnerships, including HPP'89.

(2)      Basis of Presentation

         The  accompanying  unaudited  financial  statements of HPP'89 have been
         prepared in accordance with generally  accepted  principles for interim
         financial  information  and generally with  instructions to Form 10-QSB
         and Article 10 of Regulation S-X. Accordingly,  they do not include all
         of  the  information  and  footnotes  required  by  generally  accepted
         accounting principles for complete financial statements. In the opinion
         of  management,   all  adjustments   (consisting  of  normal  recurring
         accruals)  considered  necessary  for a  fair  presentation  have  been
         included.  Operating  results for the nine months ended  September  30,
         2000 are not necessarily indicative of the results that may be expected
         for the year ending December 31, 2000. For further  information,  refer
         to the  financial  statements  and  footnotes  thereto  included in the
         Annual  Report on Form 10-K for the year ended  December  31,  1999 for
         HPP'89, as filed with the Securities and Exchange Commission.

         Certain  amounts  in  the  1999  Statements  of  Operations  have  been
         reclassified to conform to the 2000 presentation.

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

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

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

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

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


                                        7

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)


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

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

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

         On November 23, 1994,  Jenkins  Court filed a petition for relief under
         Chapter 11 of the federal  bankruptcy laws in United States  Bankruptcy
         Court for the jurisdiction of the Eastern District of Pennsylvania.  On
         August 31, 1995, after maximum vesting of the remaining  Rehabilitation
         Tax Credits had been achieved for 1995 and considering the unlikelihood
         of a successful plan of reorganization,  Jenkins Court and the mortgage
         holder  entered into a settlement  agreement  under which Jenkins Court
         transferred the deed and title of the property to the mortgage  holder.
         The transfer of deed and title of the  property to the mortgage  holder
         resulted  in a  recapture  of  Rehabilitation  Tax  Credits  in 1995 of
         $44,451  to HPP'89,  of which  $44,007  was  allocated  to the  Limited
         Partners of HPP'89.  Tax credits  allocated to the Limited  Partners of
         HPP'89  totaling  $2,758,113  were vested on or before  June 15,  1995.
         Therefore, 98.4% of the Limited Partners' tax credits were vested prior
         to the loss of the property.

         Although  Jenkins  Court no longer  owned  investment  property  or had
         property   operations   after  August  31,  1995,   the  Jenkins  Court
         partnership  remained in existence  until  December 31, 1999 to resolve
         certain partnership assets and liabilities.

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

         402  Julia  Street  Associates  Limited  Partnership  (402  Julia) is a
         Delaware  limited  partnership  formed  on July  25,  1989 to  acquire,
         construct,  rehabilitate,  operate and manage a 19,000 square foot site
         and the building situated thereon and to rehabilitate the building into
         24 residential units and  approximately  3,500 net rentable square feet
         of commercial  space located thereon at 402 Julia Street,  New Orleans,
         Louisiana.  During  the nine  months  ended  September  30,  2000,  the
         economic  occupancy of its  residential  units was 96% and the economic
         occupancy  for its  commercial  space was 100% for a combined  economic
         occupancy of 97%.

         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)
                               SEPTEMBER 30, 2000
                                   (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 September 30, 2000 and December 31, 1999, the remaining  uncollected
         payments totaled $60,500 and $64,000,  respectively,  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's   Limited   Partners   totaled  $248,796  since
         inception.  As of March 31,  1995,  100% of these  credits  were  fully
         vested.

         HPP'89 recorded net income from the 402 Julia Investment of $24,800 and
         $8,899, respectively,  for the nine months ended September 30, 2000 and
         1999,  as well as  amortization  of $2,439 for each of the nine  months
         ended September 30, 2000 and 1999.

         Portland Lofts  Associates  Limited  Partnership  (Portland Lofts) is a
         Delaware  limited  partnership  formed on  August  8, 1989 to  acquire,
         construct,  rehabilitate, operate and manage three buildings containing
         89  residential  units and 29,250  square  feet of ground  floor  space
         useable as either commercial space or as home/studio space for artists,
         located at 555 Northwest  Park Avenue in Portland,  Oregon.  During the
         nine months ended  September  30, 2000,  the economic  occupancy of its
         residential units was 88% and the economic occupancy for its commercial
         space was 97% for a combined economic occupancy of 90%.

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

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

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

         Generally, under the equity method of accounting, an investment may not
         be carried below zero. Also, all prior cumulative  unrecorded losses of
         an  investment  must be taken into account in recording  the balance of
         such investment.  As of September 30, 2000, the net cumulative activity
         produced by the Portland Lofts  investment since inception has resulted
         in a  net  cumulative  unrecorded  loss.  For  the  nine  months  ended
         September  30, 2000,  HPP'89 was  allocated  net income of $21,371 from
         Portland  Lofts,  thereby as of  September  30,  2000,  the  cumulative
         unrecorded  loss  relating to the  Portland  Lofts  investment  totaled
         $18,830.  For the nine months  ended  September  30,  1999,  HPP'89 was
         allocated net income of $26,295 from Portland Lofts.

         For each of the nine months ended  September 30, 2000 and 1999,  HPP'89
         received  distributions  of $117,000 from the Portland Lofts investment
         and such  distributions  were  recorded as equity in income of investee
         entities.



                                        9

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)


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

         The  Cosmopolitan  at Mears Park,  LLC (TCAMP) On  December  18,  1989,
         HPP'89 acquired the  Cosmopolitan  Building  containing 255 residential
         units and  approximately  2,200 square feet of  commercial  space.  The
         building was  renovated,  and certain  renovation  costs  qualified for
         Rehabilitation  Tax Credits.  HPP'89's  investment in The  Cosmopolitan
         Building  represented  approximately  39% of the aggregate amount which
         HPP'89  originally  contributed  to the  capital of its three  Investee
         Entities  acquired in 1989 and to purchase  its direct  interest in the
         Cosmopolitan Building. During the nine months ended September 30, 2000,
         the economic occupancy of TCAMP was 94%.

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

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

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

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

         HPP'89 recorded net income of $249,527 and $185,916 for the nine months
         ended  September  30,  2000 and  1999,  respectively,  from  the  TCAMP
         Investment.  HPP'89 received cash  distributions of $225,000 from TCAMP
         for the nine months ended September 30, 2000. As of September 30, 2000,
         HPP'89 had $97,894 of undistributed  cumulative earnings from the TCAMP
         investment.

         The equity in income of Investee Entities reflected in the accompanying
         statements  of operations  include  income of $391,327 and $425,567 for
         the nine months ended  September 30, 2000 and 1999,  respectively,  and
         amortization  of certain  costs of $2,439,  for the nine  months  ended
         September 30, 2000 and 1999, respectively.

         HPP'89's  investments  in the Investee  Entities  (excluding  Jenkins
         Court) at September  30, 2000 and December 31, 1999 are summarized as
         follows:

                                       10

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)


(3)      Investments in Investee Entities and Real Estate; Commitments and
         Contingencies (Continued)
<TABLE>
<CAPTION>

         Cumulative:                                                       2000                       1999
                                                                   ---------------------      ---------------------
                                                                                                   (Audited)

<S>                                                                     <C>                   <C>
         Investment and advances made in cash                           $    4,880,288        $         4,880,288
         Evaluation and acquisition costs                                      835,709                    835,709
         Interest capitalization and other costs                                39,615                     39,615
         Net equity in loss of Investee Entities                               (91,804)                  (483,131)
         Reserves for realization of investments                            (3,469,267)                (3,469,267)
         Amortization of certain costs                                         (55,419)                   (52,980)
         Distributions received from Investee Entities                      (1,259,200)                  (917,200)
         Sale of one third interest of Investee Entity                        (241,620)                  (241,620)
                                                                   ---------------------      ---------------------

                                                                         $     638,302              $     591,414
                                                                   =====================      =====================
</TABLE>

         Summary  combined  balance  sheets  of  the  Investee  Entities  as  of
         September  30,  2000  and  December  31,  1999,  and  summary  combined
         statements of operations  for the nine months ended  September 30, 2000
         and 1999 are as follows (excluding the Jenkins Court Investment).

                             COMBINED BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>
                                                                           2000                    1999
                                                                     ------------------     -------------------
                                                                                                (Audited)
<S>                                                                     <C>                      <C>
         Buildings and improvements, (net of accumulated
             Depreciation; $4,387,532, 2000; $4,004,320, 1999)          $   14,599,158           $  14,878,362
         Land                                                                2,041,326               2,041,326
         Other assets (net of accumulated amortization;
             $217,455, 2000; $174,866, 1999)                                   477,474                 437,574
         Cash and cash equivalents                                             575,162                 453,186
                                                                     ------------------     -------------------

                  Total assets                                          $   17,693,120          $   17,810,448
                                                                     ==================     ===================

                        LIABILITIES AND PARTNERS' EQUITY

                                                                           2000                    1999
                                                                     ------------------     -------------------
               Liabilities:
               Mortgage and notes payable                               $   12,999,923          $   13,151,807
               Other liabilities                                               744,021                 687,191
                                                                     ------------------      ------------------
               Total liabilities                                            13,743,944              13,838,998
                                                                     ------------------      ------------------

               Partners' equity:
               HPP'89                                                        2,747,772               2,794,074
               Other partners                                                1,201,404               1,177,376
                                                                     ------------------      ------------------
               Total partners' equity                                        3,949,176               3,971,450
                                                                     ------------------      ------------------

                     Total liabilities and partners' equity             $   17,693,120          $   17,810,448
                                                                     ==================      ==================
</TABLE>

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


                                       11

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)


(3)      Investments in Investee Entities and Real Estate; Commitments and
         Contingencies (Continued)
<TABLE>
<CAPTION>


                        COMBINED STATEMENTS OF OPERATIONS

                                                                                 2000                 1999
                                                                          -------------------    ----------------

<S>                                                                           <C>                  <C>
         Revenue:
                 Rental revenue                                               $   3,230,083        $  3,082,945
                 Interest and other income                                           77,921              66,604
                                                                             ----------------     ----------------
                                                                                  3,308,004           3,149,549
                                                                             ----------------     ----------------
         Expenses:
               Interest expense                                                     896,586             907,832
               Depreciation and amortization                                        424,927             447,554
               Operating expenses                                                 1,427,890           1,382,150
                                                                          -------------------    ----------------
                                                                                  2,749,403           2,737,536
                                                                          -------------------    ----------------

         Net income from operations                                           $     558,601         $   412,013
                                                                          ===================    ================
         Net income allocated to HPP'89                                       $     295,698         $   221,108
                                                                          ===================    ================
         Net income allocated to other partners                               $     262,903         $   190,905
                                                                          ===================    ================
</TABLE>

(4)      Commitments

         Effective July 1, 1998,  HPP'89 engaged Gunn Financial,  Inc. (GFI), an
         unaffiliated  Massachusetts corporation,  to provide accounting,  asset
         management  and investor  services.  GFI provides  such services for an
         annual management fee plus  reimbursement of all its costs of providing
         these  services.  Through  June 30,  2000 the annual  fee was  $63,000,
         however,  effective July 1, 2000 the annual fee was reduced to $54,000.
         The agreement expires on the earlier of June 30, 2006 or liquidation of
         the Partnership, as defined.

 (5)     Fair Value of Financial Instruments

         The fair values of cash  equivalents  and accounts  payable and accrued
         expenses at September 30, 2000 and December 31, 1999 approximate  their
         carrying amounts due to their short maturities.


                                       12

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION OR PLAN OF OPERATION
                               SEPTEMBER 30, 2000


The following  discussion  should be read in conjunction  with the  accompanying
financial  statements  for the nine month periods  ended  September 30, 2000 and
September 30, 1999 and the Form 10-K for the year ended December 31, 1999.

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

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

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

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

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

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,

                                       13

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION OR PLAN OF OPERATION (CONTINUED)
                               SEPTEMBER 30, 2000


and considering the unliklihood of a successful plan of reorganization,  Jenkins
Court  negotiated with the mortgage holder to transfer the deed and the title of
the property to the mortgage holder,  in lieu of foreclosure.  The Jenkins Court
partnership remained in existence through December 31, 1999 until the resolution
of certain partnership assets and liabilities.

As of September 30, 2000, the Partnership  had $605,307 of total cash.  HPP'89's
cash is used primarily to fund general and  administrative  expenses of managing
the public fund. The Partnership's  only source of short-term  liquidity is from
distributions  received  from  Investee  Entities.  The  Partnership  expects to
continue to fund its expenses with cash flow  distributions  from Portland Lofts
and TCAMP.

The short-term  liquidity of the Investee  Entities  depends on their ability to
generate  sufficient  rental income to fund operating  expenses and debt service
requirements. TCAMP, Portland Lofts and 402 Julia have stabilized operations and
TCAMP and Portland  Lofts are expected to generate  cash flow.  The  Partnership
received  distributions  from  Portland  Lofts of $117,000  for each of the nine
months ended September 30, 2000 and 1999. The Partnership received distributions
from TCAMP of $225,000 for the nine months ended September 30, 2000.

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

Results of Operations.  The  Partnership  recorded net income,  under  generally
accepted accounting principles,  of $83,627 for the three months ended September
30,  2000,  compared  to net  income  of  $144,041  for the three  months  ended
September  30, 1999.  This  decrease in net income is primarily  attributed to a
decrease in equity in income from investee entities of approximately $55,000 and
an increase in operating and  administrative  expenses of approximately  $9,000.
Equity in income from investee  entities  decrease mainly due to the proceeds of
$113,752  received in  September of 1999 from the  developer  of Jenkins  Court,
offset by increases in HPP'89's allocated net income from TCAMP of approximately
$47,900  and 402 Julia of  approximately  $11,000,  for the three  months  ended
September  30, 2000 compared to the same period in 1999.  The proceeds  received
from the developer of Jenkins Court represents payment on the default loan which
had been provided by the Partnership and secured by the developer's  interest in
an  unaffiliated  limited  partnership.  In October 1999,  Jenkins Court and its
affiliates  and the developer and its  affiliates  entered into  agreements  for
mutual  release and agreed to liquidate  Jenkins  Court by December 31, 1999. No
other  funds  will be paid  to the  partnership  from  Jenkins  Court.  HPP'89's
allocated net income from TCAMP  increased for the three months ended  September
30,  2000,  as compared to the same period in 1999,  due to  increases in rental
income, as a result of increased rental rates, and newly assessed parking income
and a decrease in  depreciation.  HPP'89's  allocated  net income from 402 Julia
increased  primarily  due to an  increase  in  rental  income,  as a  result  of
increased rental rates. Operating and administrative  expenses increased for the
three  months  ended  September  30,  2000  compared to the three  months  ended
September  30, 1999 mainly due to increases in overhead  costs and  professional
fees. These professional fees consisted of approximately  $3,750 of nonrecurring
third party costs and  approximately  $2,500 for additional SEC financial review
requirements.

The  Partnership  recorded  net  income,  under  generally  accepted  accounting
principles,  of $177,499 for the nine months ended September 30, 2000,  compared
to net income of $251,418 for the nine months  ended  September  30, 1999.  This
decrease in net income is attributed to an increase in  administrative  expenses
of approximately $54,000 and by a decrease in equity income of investee entities
of approximately $34,000,  offset by an increase in interest and other income of
approximately  $14,400. The decrease in equity in income of investee entities is
due to the  proceeds  received in September  1999 from the  developer of Jenkins
Court  offset  by  operating  activities  from  TCAMP and 402  Julia.  HPP'89 is
allocated net income from TCAMP increased by approximately $63,600, for


                                       14

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION OR PLAN OF OPERATION (CONTINUED)
                               SEPTEMBER 30, 2000


the nine months ended September 30, 2000 as compared to the same period in 1999,
due to increases in rental income,  as a result of increased  rental rates,  and
newly  assessed  parking  income  and a  decrease  in  depreciation.  HPP'89 was
allocated net income from 402 Julia increased by  approximately  $16,000 for the
nine  months  ended  September  30,  2000,  compared to the same period in 1999,
primarily  due to  increased  rental  income.  The  proceeds  received  from the
developer of Jenkins Court in September 1999 is discussed  above.  Operating and
administrative  expenses increased for the nine months ended September 30, 2000,
compared  to the same period in 1999,  due to  increases  in overhead  costs and
professional fees. These professional fees consisted of approximately $14,400 of
nonrecurring  third  party costs and  approximately  $7,500 for  additional  SEC
financial review requirements.

                                       15

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           PART II - OTHER INFORMATION
                               SEPTEMBER 30, 2000


Item 1.           Legal Proceedings

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

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

Item 2.           Changes in Securities - Not applicable.

Item 3.           Defaults Upon Senior Securities - Not applicable.

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

Item 5.           Other Information - Not applicable.

Item 6.           Exhibits and Reports from Form 8-K

                  (a)      Exhibits - None.

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


                                       16

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   SIGNATURES


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

                               HISTORIC PRESERVATION PROPERTIES 1989
                               LIMITED PARTNERSHIP

                               By:  Boston Historic Partners Limited Partnership
                                    General Partner

                                    By:      Portfolio Advisory Services, Inc.
                                             General Partner

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

                                    and


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