UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549

                              FORM 10-Q

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

For the transition period from              to

Commission File Number 33-24129

Historic Preservation Properties 1989 Limited Partnership
(Exact name of registrant as specified in its charter)

      Delaware
04-3021042
(State or other jurisdiction                   (I.R.S. Employer
    of incorporation or                        Identification No.)
      organization)

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

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

Indicate  by check mark  whether the  Registrant  (1) has filed all
reports  required  to be  filed  by  Section  13 or 15  (d)  of the
Securities  Exchange  Act of 1934  during the  preceding  12 months
(or for such  shorter  period that the  Registrant  was required to
file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                               Yes  X       No


Voting stock held by non-affiliates of the registrant:  Not
Applicable.

     HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                              FORM 10-Q

                         SEPTEMBER 30, 1999

                          TABLE OF CONTENTS







PART  I  -  FINANCIAL INFORMATION

      Financial Statements

        Balance Sheets                                         3

        Statements of Operations                               4

        Statements of Partners' Equity (Deficit)               5

        Statements of Cash Flows                               6

        Notes to Financial Statements                       7-13

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

PART II -  Other Information                                  19

        Signatures                                            20





<PAGE>

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


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

INVESTMENTS IN INVESTEE ENTITIES                 $  4,266,399    $ 4,074,023
Less reserve for realization of investments
    in investee entity                             (3,469,267)    (3,469,267)
                                                  -------------  ------------
                                                      797,132        604,756

CASH EQUIVALENTS                                      231,559        170,981
OTHER ASSETS                                           67,500         73,350
                                                  -------------  ------------
                                                 $  1,096,191     $  849,087
                                                  =============  ============


                      LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
   Accounts payable and accrued expenses          $   34,028    $     38,342
                                                  -------------  ------------
        Total liabilities                             34,028          38,342
                                                  -------------  ------------

COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)

PARTNERS' EQUITY
   Limited Partners' Equity - Units of  Investor
      Limited Partnership Interest, $1,000
      stated value per Unit-Issued and
      outstanding 26,588 units                      1,282,877      1,033,973
   General Partner's Deficit                         (220,714)      (223,228)
                                                  -------------  ------------
        Total partners' equity                      1,062,163        810,745
                                                  -------------  ------------
                                                 $  1,096,191    $   849,087
                                                  =============  ============













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

                                 3
<PAGE>

     HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                     STATEMENTS OF OPERATIONS
      FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
     AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                            (UNAUDITED)



                                    Three Months            Nine Months
                                 Ended September 30,    Ended September 30,
                                ---------------------  ----------------------
                                  1999       1998        1999        1998
                                ---------  ----------  ----------  ----------

REVENUES:
   Interest and other income   $ 115,047   $  1,903    $118,199   $   5,113
                               ----------  ---------   ----------  ----------

EXPENSES:
   Operating and administrative   60,367     55,233     176,157     157,250
                                ---------  ----------  ----------  ----------

INCOME (LOSS) FROM OPERATIONS     54,680    (53,330)    (57,958)   (152,137)

EQUITY IN INCOME OF
  INVESTEE ENTITIES               89,361     54,416     309,376     190,282
                                ---------  ----------  ----------  ----------

NET INCOME                      $144,041      1,086     251,418      38,145
                                =========  ==========   =========  ==========

NET INCOME ALLOCATED
  TO GENERAL PARTNER            $  1,440    $    11    $  2,514    $    381
                                ========== =========   =========  ==========

NET INCOME ALLOCATED
   TO LIMITED PARTNERS          $142,601    $ 1,075    $248,904    $ 37,764
                                ========== ==========   =========  ==========

NET INCOME PER UNIT OF
   INVESTOR LIMITED PARTNERSHIP
   INTEREST, BASED ON 26,588
   UNITS ISSUED AND OUTSTANDING $   5.36    $   .04     $  9.36    $  1.42
                                ========== ==========   =========  ==========





















  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, 1999 AND
                 THE YEAR ENDED DECEMBER 31, 1998






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

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

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

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

Net income (Unaudited)          -     248,904        2,514      251,418
                         ---------  -----------  ----------  ------------

BALANCE, September 30,
1999 (Unaudited)           26,588  $1,282,877    $(220,714) $ 1,062,163
                         =========  ===========  ==========  ============





























  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, 1999 AND 1998
                            (UNAUDITED)



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

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                 $  251,418   $   38,145
  Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:
      Equity in income in investee
        entities over distributions
        received                               (192,376)     (73,282)
      Decrease in other assets                    5,850          655
      Increase (decrease) in accounts
        payable and accrued expenses             (4,314)       1,811
                                             ------------ ------------
        Net cash provided by (used in)
          operating activities                   60,578      (32,671)
                                             ------------ ------------

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

NET INCREASE (DECREASE) IN CASH                  60,578      (67,959)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD     $  231,559      107,329
                                             ============ ============

























  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, 1999
                               (UNAUDITED)


(1)   Organization and General Partner - BHP

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

      The  general  partner of HPP'89 is Boston  Historic  Partners
      Limited   Partnership   (BHP),   a   Massachusetts    limited
      partnership.   BHP  was  formed  in  November  1986  for  the
      purpose of  organizing,  syndicating  and  managing  publicly
      offered   real   estate    limited    partnerships    (Public
      Rehabilitation  Partnerships).  As of September 30, 1999, BHP
      has established three such partnerships, including HPP'89.

 (2)  Basis of Presentation

      The  accompanying  unaudited  financial  statements of HPP'89
      have been  prepared in  accordance  with  generally  accepted
      accounting  principles for interim financial  information and
      generally  with  instructions  to Form 10-Q and Article 10 of
      Regulation S-X.  Accordingly,  they do not include all of the
      information  and  footnotes  required by  generally  accepted
      accounting principles for complete financial  statements.  In
      the opinion of  management,  all  adjustments  (consisting of
      normal recurring  accruals)  considered  necessary for a fair
      presentation  have been included.  Operating  results for the
      nine months  ended  September  30,  1999 are not  necessarily
      indicative  of the results  that may be expected for the year
      ending December 31, 1999. For further  information,  refer to
      the financial  statements and footnotes  thereto  included in
      the Annual  Report on Form 10-K for the year  ended  December
      31,  1998 for  HPP'89,  as  filed  with  the  Securities  and
      Exchange Commission.

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

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

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

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

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







                                 7
<PAGE>

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


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

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

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

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

      On November  23,  1994,  Jenkins  Court filed a petition  for
      relief  under  Chapter 11 of the federal  bankruptcy  laws in
      United States  Bankruptcy  Court for the  jurisdiction of the
      Eastern District of  Pennsylvania.  On August 31, 1995, after
      maximum vesting of the remaining  Rehabilitation  Tax Credits
      had been achieved for 1995 and considering  the  unlikelihood
      of a successful  plan of  reorganization,  Jenkins  Court and
      the  mortgage  holder  entered  into a  settlement  agreement
      under which Jenkins Court  transferred  the deed and title of
      the property to the  mortgage  holder.  The  mortgage  holder
      released  Jenkins  Court and its  guarantors  for the  entire
      indebtedness,  and  Jenkins  Court  received  $25,000  to pay
      certain  professional  fees  incurred  during the  bankruptcy
      proceedings.  The  transfer of deed and title of the property
      to  the   mortgage   holder   resulted  in  a  recapture   of
      Rehabilitation  Tax Credits in 1995 of $44,451 to HPP'89,  of
      which  $44,007  was  allocated  to the  Limited  Partners  of
      HPP'89.  Tax credits  allocated  to the  Limited  Partners of
      HPP'89 totaling  $2,758,113 were vested on or before June 15,
      1995.  Therefore,  98.4% of the Limited Partners' tax credits
      were vested prior to the loss of the property.

      Although Jenkins Court no longer owns investment  property or
      has property  operations  after August 31, 1995,  the Jenkins
      Court   partnership  had  remained  in  existence  until  the
      resolution  of certain  partnership  assets and  liabilities.
      Partnership  assets include  unsecured  receivables  from the
      developer and its  affiliates  which had been fully  reserved
      for;  partnership  liabilities  include trade payables (which
      had been fully  reserved  for since  HPP'89  does not believe
      such  amount  will be  recourse  to  HPP'89)  and a  $250,000
      default  loan and  accrued  interest  thereon  which had been
      provided  by HPP'89 and secured by the  developer's  interest
      in an unaffiliated limited partnership.

      In  September  1999,  HPP'89  collected   $113,752  from  the
      developer's    interest    in   an    unaffiliated    limited
      partnership.  This  amount  had been  received  as payment on
      the default loan and has been  recorded as other  income.  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.

      402 Julia Street Associates  Limited  Partnership (402 Julia)
      is a Delaware limited  partnership formed on July 25, 1989 to
      acquire,  construct,   rehabilitate,  operate  and  manage  a
      19,000  square foot site and the  building  situated  thereon
      and to  rehabilitate  the building into 24 residential  units
      and   approximately   3,500  net  rentable   square  feet  of
      commercial  space located  thereon at 402 Julia  Street,  New
      Orleans,  Louisiana.  At September  30,  1999,  402 Julia had
      leased 100% of its residential units and commercial space.

      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, 1999
                            (UNAUDITED)


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

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

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

      HPP'89  recorded a net income  from the 402 Julia  Investment
      of $8,899 for the nine months ended  September 30, 1999 and a
      net loss of $21,753 for the nine months ended  September  30,
      1998, as well as  amortization of $2,439 for each of the nine
      months ended September 30, 1999 and 1998.

      Portland  Lofts  Associates  Limited  Partnership   (Portland
      Lofts) is a Delaware limited  partnership formed on August 8,
      1989 to acquire, construct,  rehabilitate, operate and manage
      three  buildings  containing 89 residential  units and 29,250
      square  feet  of  ground   floor  space   useable  as  either
      commercial  space  or  as  home/studio   space  for  artists,
      located at 555 Northwest Park Avenue in Portland,  Oregon. At
      September 30, 1999,  Portland Lofts had leased  approximately
      93%  of its  residential  apartment  units  and  100%  of the
      commercial space for a combined occupancy of 95%.

      HPP'89  contributed  $3,820,000 through September 30, 1999 to
      the   capital   of   Portland   Lofts   and  owns  a  general
      partnership   interest   therein.   HPP'89's   investment  in
      Portland Lofts represents  approximately 21% of the aggregate
      amount which HPP'89 originally  contributed to the capital of
      its three Investee  Entities acquired in 1989 and to purchase
      its direct interest in the Cosmopolitan Building.

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

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

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

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







                                 9
<PAGE>

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


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

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

      For the nine months  ended  September  30,  1999,  HPP'89 was
      allocated net income of $26,295 from Portland Lofts,  thereby
      reducing  the  cumulative  unrecorded  loss  relating  to the
      Portland  Lofts  investment to $64,692 at September 30, 1999.
      For the nine months  ended  September  30,  1998,  unrecorded
      losses  allocated to HPP'89 from Portland Lofts  increased by
      $2,185.

      For each of the nine  months  ended  September  30,  1999 and
      1998,  HPP'89 received  distributions  of $117,000,  from the
      Portland  Lofts  investment  and were  recorded  as equity in
      income of investee entities.

      The  Cosmopolitan  at Mears Park, LLC (TCAMP) On December 18,
      1989,  HPP'89 acquired the Cosmopolitan  Building  containing
      255 residential units and approximately  2,200 square feet of
      commercial  space.  The building was  renovated,  and certain
      renovation  costs qualified for  Rehabilitation  Tax Credits.
      HPP'89's investment in The Cosmopolitan  Building represented
      approximately  39%  of  the  aggregate  amount  which  HPP'89
      originally  contributed  to the capital of its three Investee
      Entities   acquired  in  1989  and  to  purchase  its  direct
      interest in the  Cosmopolitan  Building.  For the nine months
      ended  September  30, 1999,  the economic  occupancy of TCAMP
      was 97%.

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

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

      Effective March 15, 1996,  HPP'89  contributed the Cosmopolitan  Building,
      and certain other assets and  liabilities,  to TCAMP (a Limited  Liability
      Company)  for a  50%  ownership  interest.  Concurrently,  another  member
      contributed   $650,000  cash  to  TCAMP  for  a  50%  ownership  interest.
      Simultaneously,  TCAMP issued a mortgage note in the amount of $7,000,000,
      the proceeds of which along with the $650,000  contributed  cash were used
      to  settle  in  full  HPP'89's   mortgage  note  payable  related  to  the
      Cosmopolitan  Building.  The fair value of the  Cosmopolitan  Building and
      other  assets  contributed  by  HPP'89  approximated  the  fair  value  of
      liabilities transferred to TCAMP by HPP'89 and the amount paid by TCAMP to
      settle in full HP'89's  mortgage note payable related to the Cosmopolitan
      Building.  This transaction resulted in a provision for impairment of real
      estate of $8,437,963 to recognize a reduction to fair value at the date of
      contribution to TCAMP and an extraordinary gain on debt  extinguishment of
      $9,182,017  to recognize  the  difference  between the amount  outstanding
      under the  mortgage  payable  and the amount  accepted  by the lender from
      TCAMP in full settlement.




                                10
<PAGE>

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


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

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

      On February 27, 1998,  HPP'89  contributed  to TCAMP $35,288,
      representing  operating  reserves  in excess of  $140,000  at
      December  31,  1997.  The funds  were then  distributed  from
      TCAMP  to its  other  member  as a  return  of  its  original
      capital   contribution.   As  of  December  31,   1997,   the
      outstanding   balance  of  the  other   member's   unreturned
      original $650,000 capital  contribution was $223,773.  On May
      18,  1998,  the  other  member's  original  $650,000  capital
      contribution  was reduced to zero,  thereby  eliminating  any
      future  requirements  for HPP'89 to make  additional  capital
      contributions to TCAMP.

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

      HPP'89  recorded  net income of $185,916  and $97,474 for the
      nine months ended September 30, 1999 and 1998,  respectively,
      from the TCAMP Investment.

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

Cumulative:                                 1999           1998
                                        ------------   -------------
                                                         (Audited)
      Investments and advances
        made in cash                    $ 4,880,288       4,880,288
      Evaluation and acquisition
        costs                               835,709         835,709
      Interest capitalization and
        other costs                          39,615          39,615
      Net  equity in loss of
        Investee Entities                  (567,226)       (879,041)
      Reserves for realization of
        investments                      (3,469,267)     (3,469,267)
      Amortization of certain costs         (52,167)        (49,728)
      Distributions received from
        Investee Entities                  (628,200)       (511,200)
      Sale of one  third  interest  of
        Investee Entity                    (241,620)       (241,620)
                                       -------------   -------------
                                       $    797,132         604,756
                                        ============   =============

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

      The equity in income of Investee  Entities  reflected  in the
      accompanying  statements  of  operations  included  income of
      $311,815,  and $192,721  for the nine months ended  September
      30, 1999 and 1998, respectively,  and amortization of certain
      costs of $2,439,  for each of the nine months ended September
      30, 1999 and 1998, respectively.







                                11
<PAGE>


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


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

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

                      COMBINED BALANCE SHEETS
                              ASSETS

                                                 1999            1998
                                             ------------  ------------
                                                            (Audited)
      Buildings and improvements,  (net
        of accumulated depreciation;
        $3,856,548,1999; $3,446,938, 1998)  $ 14,986,456   $ 15,344,965
      Land                                     2,041,326      2,041,326
      Other assets (net of  accumulated
      amortization;$166,798,1999;$123,795,
      1998)                                      625,095        600,899
      Cash and cash equivalents                  763,968        287,348
                                             ------------  ------------

               Total assets                 $ 18,416,845   $ 18,274,538
                                            ============    ============


                 LIABILITIES AND PARTNERS' EQUITY

                                                 1999          1998
                                            ------------    ------------
        Liabilities:
            Mortgage and notes payable     $ 13,200,225    $ 13,339,188
            Other liabilities                   726,267         726,135
                                           ------------     ------------
            Total liabilities                13,926,492      14,065,323
                                           ------------     ------------

         Partners' equity:
            HPP'89                           3,415,170        3,311,062
            Other partners                   1,075,183          898,153
                                           ------------     ------------
            Total partners' equity           4,490,353        4,209,215
                                           ------------     ------------
              Total   liabilities
                and partners' equity      $ 18,416,845     $ 18,274,538
                                          ============     ============

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

















                                12
<PAGE>

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


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


                 COMBINED STATEMENTS OF OPERATIONS

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

      Revenue:
            Rental revenue               $ 3,029,577     2,839,801
            Interest and other income        119,972       100,852
                                         -----------   ------------
                                           3,149,549     2,940,653
                                         -----------   ------------
      Expenses:
          Interest expense                   907,832       936,195
          Depreciation and amortization      447,554       459,093
          Operating expenses               1,382,150     1,385,922
                                           -----------  ------------
                                           2,737,536     2,781,210
                                           -----------  ------------

      Net income                         $   412,013       159,443
                                           ===========  ============

      Net income allocated to HPP'89     $   221,108        73,536
                                           ===========  ============

      Net income allocated to other
      partners                           $    190,905    $    85,907
                                           ===========  ============

 (4)  Commitments

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

      Effective July 1, 1998,  HPP'89 engaged Gunn Financial,  Inc.
      (GFI), an unaffiliated Massachusetts corporation,  to provide
      accounting,  asset  management  and  investor  services.  GFI
      provides  such  services  for  an  annual  management  fee of
      $63,000  plus  reimbursement  of all its  costs of  providing
      these  services.  The  agreement  expires  on the  earlier of
      June  30,  2006  or  liquidation  of  the   Partnership,   as
      defined.  For the nine months  ended  September  30, 1999 and
      for the period July 1, 1999 to September  30,  1999,  GFI was
      reimbursed   $87,373  and  $41,299   for   operating   costs,
      respectively.

 (5)  Fair Value of Financial Instruments

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











                                13
<PAGE>

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

Liquidity and Capital  Resources.  The Partnership  terminated its
offering  of Units on December  29,  1989,  at which time  Limited
Partners had purchased  26,588 Units,  representing  gross capital
contributions   of   $26,588,000.   The   Partnership   originally
invested  an   aggregate   of   $11,158,064   in  three   Investee
Partnerships   which  owned  or  acquired  real  properties,   the
rehabilitation   of  which   qualified  for   Rehabilitation   Tax
Credits.  The Partnership also originally  invested  $5,000,000 in
the   Cosmopolitan,   real  property  that  the   Partnership  had
purchased  directly,   and  was  required  to  place  a  total  of
$2,000,000  in an escrow  account  with the  mortgage  lender  for
this property for the purpose of funding operating deficits.

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

The  Cosmopolitan is a 255 unit  residential  property  located in
St.  Paul,  Minnesota.  On March 15, 1996,  HPP'89  entered into a
series   of   transactions   to   settle   and  pay  in  full  the
outstanding  mortgage  note on the  Cosmopolitan.  Effective  that
date,  HPP'89  contributed  the  Cosmopolitan,  and certain  other
assets and  liabilities,  to The  Cosmopolitan  at Mears Park, LLC
(TCAMP)  for a 50%  ownership  interest  in  TCAMP.  Concurrently,
another  member  contributed  $650,000  cash  to  TCAMP  for a 50%
ownership  interest  in  TCAMP.  Simultaneously,  TCAMP  issued  a
mortgage  note in the amount of  $7,000,000  the proceeds of which
along with the $650,000  contributed  cash, were used to settle in
full HPP'89's  mortgage note payable  related to the  Cosmopolitan
Building.  TCAMP's  mortgage  bears  interest at 9.14%:  amortizes
over  a  25  year  schedule  and  requires   monthly  payments  of
principal,  interest,  real  estate  tax and  replacement  reserve
deposits  totaling  $92,735;  the mortgage  matures in March 2003,
at which time all unpaid principal and accrued interest is due.

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

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

Although  Jenkins  Court no longer  owns its  investment  property
and will no longer have  property  operations,  the Jenkins  Court
partnership  had remained in  existence  until the  resolution  of
certain  partnership  assets and  liabilities.  These  liabilities
include a $250,000  default  loan and  accrued  interest  thereon,
which has been  provided by HPP'89 and secured by the  developer's
interest in an unaffiliated  limited  partnership.  As a result of
the Chapter 11  proceedings,  the  Partnership was not expected to
be  liable  as  a  general   partner  of  Jenkins  Court  for  any
remaining   obligations  of  Jenkins  Court.  In  September  1999,
HPP'89  received  $113,752  from the  developer's  interest  in an
unaffiliated  limited  partnership.  This amount had been received
as  payment on the  default  loan and has been  recorded  as other
income.  In October  1999,  Jenkins Court and its  affiliates  and
the  developer  and its  affiliates  entered  into mutual  release
agreements  and agreed to liquidate  Jenkins Court by December 31,
1999.

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





                                14
<PAGE>

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


On June 20,  1996,  Portland  Lofts  issued a  promissory  mortgage
note  in the  amount  of  $5,625,000  and a  promissory  note  to a
general  partner in the amount of  $340,000  to provide  sufficient
funds  to pay in full the  $5,400,000  settlement  amount  with the
holder  in  full  satisfaction  of  both  the  mortgage  note,  the
unsecured  note  payable  and  all  related   closing  costs.   The
transaction  resulted in an  extraordinary  gain on  extinguishment
of  debt  of   $1,656,579.   The  current   mortgage  note  on  the
property:   bears  interest  at  9.0%;  amortizes  over  a  25-year
schedule;  requires  monthly  payments of principal and interest of
$47,205;  and  matures  on July 1,  2006,  at which time all unpaid
principal and interest is due.

402 Julia is a mix-use property  located in New Orleans,  Louisiana
with 24  residential  units and  3,500  square  feet of  commercial
space.  On  September  16,  1993,  HPP'89  sold  one-third  of  its
general  partnership   interest  in  402  Julia  to  the  developer
general  partner for $185,000.  HPP'89's  percentage of interest in
402 Julia was  thereby  reduced  from 98% to 65%.  The terms of the
sale  required an initial  payment of $100,000,  which was received
in September  1993, and requires  annual payments of $3,500 through
2016 and a final  payment  of  $4,500  in 2017.  On July 17,  1998,
402 Julia  refinanced  its  mortgage  debt by issuing a  promissory
note to a new lender in the amount of $1,000,000  bearing  interest
at 6.69%,  amortizing  over 30 years and  maturing in August  2008,
at  which  time all  unpaid  interest  and  principal  is due.  The
mortgage note requires  monthly  payments of principal and interest
and escrow  deposits  (real estate and  insurance) in the aggregate
amount of $7,091 and $1,312, respectively.

The  short-term  liquidity  of  the  Investee  Entities,  with  the
exception of Jenkins  Court,  depends on their  ability to generate
sufficient  rental  income  to fund  operating  expenses  and  debt
service  requirements.  TCAMP,  Portland  Lofts and 402 Julia  have
stabilized   operations  and,  after  considering  the  effects  of
TCAMP's,   Portland  Lofts'  and  402  Julia's  recent   respective
refinancings,  are  expected  to  generate  cash flow.  For each of
the  nine  months   ended   September   30,  1999  and  1998,   the
Partnership   received   distributions   from  Portland   Lofts  of
$117,000, respectively.

As of September 30, 1999,  the  Partnership  had $231,559 of total
cash.  HPP'89's  cash  is  used  primarily  to  fund  general  and
administrative   expenses  of  managing  the  public   fund.   The
Partnershi's   only  source  of  short  term  liquidity  is  from
distributions  received  from  Investee  Entities and the proceeds
from the  previous  sale of a partial  interest in 402 Julia.  The
Partnership   expects  to  fund  its   expenses   with  cash  flow
distributions from Portland Lofts and TCAMP.

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

As of  December  31,  1997,  the  outstanding  balance  of TCAMP's
other member's unreturned  original $650,000 capital  contribution
was $223,773.  On February 27, 1998, the  Partnership  contributed
to TCAMP  $35,288,  representing  operating  reserves in excess of
$140,000 at December  31,  1997.  The funds were then  distributed
from  TCAMP  to its  other  member  as a  return  of its  original
capital  contribution.  On May 18, 1998,  TCAMP's  other  member's
original  $650,000  capital  contribution  was  reduced  to  zero,
thereby  eliminating any future  requirements  for the Partnership
to make additional capital contributions to TCAMP.

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




                                15
<PAGE>

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


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

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

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

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

As of  September  30,  1999,  402  Julia  leased  100% of both  its
residential  units and  commercial  space.  402 Julia has benefited
from a  relatively  strong  New  Orleans  market and  continues  to
record  stable  operations.  402 Julia rents  units to  residential
tenants,  half of which are under short-term  operating leases with
the remaining  rented under  month-to-month  arrangements.  For the
nine months ended  September  30, 1999,  402 Julia  recorded  total
net   income   of   approximately   $13,600   of   which   included
depreciation and amortization of approximately $32,900 total.

At September  30,  1999,  Portland  Lofts had leased  approximately
93% of its  residential  apartment units and 100% of the commercial
space  for a  combined  occupancy  of  95%.  Portland  Lofts  rents
space  to  residential  tenants  principally  under  month-to-month
arrangements  and to commercial  tenants under operating  leases of
varying  terms  expiring  through  2004.  As of September 30, 1999,
the Partnership had entered into eighteen  commercial  leases.  The
Partnership's  largest  commercial  tenant  occupancies  23% of the
commercial space at September 30, 1999,  representing  only 5.8% of
the total  square feet of the  property.  For the nine months ended
September 30, 1999,  Portland  Lofts  recorded  total net income of
approximately   $26,600   of  which   included   depreciation   and
amortization of approximately $214,300.

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

For  the  nine  months  ended  September  30,  1999,  TCAMP  had an
economic  occupancy  of 97%.  For the nine months  ended  September
30,  1999,   TCAMP  recorded  total  net  income  of  approximately
$371,800,  which included  depreciation and amortization expense of
approximately $200,300.

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








                                16
<PAGE>

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


For the year ended December 31, 1997,  Portland  Lofts  allocated a
net  loss  of  $173,710  and  cash  distributions  of  $156,000  to
HPP'89.  Generally,  under  the  equity  method of  accounting,  an
investment  may not be carried  below zero.  During 1997,  HPP'89's
investment   in   Portland   Lofts  was  reduced  to  zero  due  to
allocation  of  losses  and  distributions  received.  Accordingly,
HPP'89 had  cumulative  unrecorded  losses at December  31, 1998 of
$90,987.  For the nine months  ended  September  30,  1999,  HPP'89
recognized  net  income of  $26,295,  thereby  reducing  unrecorded
losses  from  the  Portland  Lofts  investment  to  $64,692  as  of
September 30, 1999.  Distributions  received  from  Portland  Lofts
for each of the  nine  months  ended  September  30,  1999 and 1998
totaled  $117,000  and were  recorded as equity  income of investee
entities.  Although  HPP'89's  investment  in  Portland  Lofts  has
been reduced to zero,  Portland  Lofts is expected to continue as a
going  concern  and  to  continue  to  provide   distributions   to
HPP'89.

The  Partnership  recorded  net income,  under  generally  accepted
accounting  principles,  of  $144,041  for the three  months  ended
September  30,  1999,  compared  to net  income of  $1,086  for the
three  months  ended  September  30,  1998.  The  increase  in  net
income is  primarily  attributable  to  increases  in interest  and
other  income of  approximately  $113,800  and  equity in income of
investee  entities  of  approximately   $35,000.  The  increase  in
interest   and   other   income  is  due  to  the   collection   of
approximately  $113,800  from  the  developer  of  Jenkins  Court's
interest in an unaffiliated  limited  partnership,  as payment on a
default  loan.  The increase in income of investee  entities is due
to the  operating  activities  from TCAMP and 402  Julia.  HPP'89's
allocated  net  income  from  TCAMP   increased  by   approximately
$19,800 for the three months ended  September  30, 1999 compared to
the three  months  ended  September  30,  1998.  TCAMP's net income
increased  due to an  increase  in  rental  income,  as a result of
higher  apartment  rental rates.  TCAMP's average  apartment rental
rate  increased   approximately   7%  in  the  three  months  ended
September  30, 1999  compared  to the same  period of 1998.  HPP'89
allocated  net  loss  from 402  Julia  decreased  by  approximately
$15,000 for the three months ended  September  30, 1999 compared to
the three months  ended  September  30, 1998.  402 Julia's net loss
decreased  due to an  increase  in  rental  income,  as a result of
increases  in  occupancy  and  rental  rates,  and  a  decrease  in
professional  fees.  Professional  fees  decreased  as a result  of
the refinancing of the property's mortgage in July 1998.

The  Partnership  recorded  net income,  under  generally  accepted
accounting  principles,  of  $251,418  for the  nine  months  ended
September  30, 1999  compared to net income of $38,145 for the nine
months  ended  September  30,  1998.  The increase in net income is
primarily   attributable   to   increases  in  income  of  investee
entities of  approximately  $119,000  and interest and other income
of  approximately  $113,000  offset by  increase in  operating  and
administrative  expenses of  approximately  $18,900.  The  increase
in equity in income of investee  entities  is due to the  operating
activities  from  TCAMP  and  402  Julia.  HPP'89's  allocated  net
income from TCAMP increased by  approximately  $88,400 for the nine
months  ended  September  30,  1999  compared to the same period in
1998,  due to increases in apartment  and  furniture  rental income
and  a  decrease  in  real  estate  tax  expense.  TCAMP's  average
apartment  rental rate  increased by  approximately  9% in the nine
months ended  September  30, 1999 compared to the nine months ended
September  30, 1998.  HPP'89's  allocated net income from 402 Julia
increased   approximately   $30,700  for  the  nine  months   ended
September  30,  1999  compared  to the same  period  in 1998,  as a
result of an increase in rental  income,  as a result of  increases
in  occupancy  and higher  rental  rates and  decreases in interest
and  professional  fee  expenses.  Interest  and  professional  fee
expenses of 402 Julia  decreased as a result of the  refinancing of
property's  mortgage in July 1998.  The  increase  in interest  and
other income is primarily due to the  collection  of  approximately
$113,800  from the  developer  of Jenkins  Court's  interest  in an
unaffiliated  limited  partnership,  as payment on a default  loan.
Operating   and   administrative   expenses   of  the   Partnership
increased in the nine months ended  September  30, 1999 compared to
the same period in 1998,  as a result of increased  costs for audit
and  tax preparation.

Inflation and Other Economic Factors

Recent  economic  trends  have  kept  inflation   relatively  low,
although  the  Partnership  cannot  make  any  predictions  as  to
whether   recent   trends  will   continue.   The  assets  of  the
Partnership,  principally  investments in Investee  Entities,  are
highly  leveraged in view of the fact that each Investee  property
is  subject  to  a  long-term   first  mortgage  loan.   Operating
expenses  and  rental  revenue  of  each  Investee   property  are
subject  to   inflationary   factors.   Low  rates  of   inflation
could



                                17
<PAGE>

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



result in slower  rental  rate  increases,  and to the extent that
these  factors are  outpaced by  increases  in property  operating
expenses  (which  could  arise as a  result  of  general  economic
circumstances  such as an  increase in the cost of energy or fuel,
or from  local  economic  circumstances),  the  operations  of the
Partnership  and  its  Investees  could  be  adversely   affected.
Actual deflation in prices  generally  would, in effect,  increase
the  economic   burden  of  the  mortgage   debt  service  with  a
corresponding adverse effect.

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

Year 2000 Issues

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
































                                18
<PAGE>

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


Item 1.         Legal Proceedings

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

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

Item 2.         Changes in Securities - Not applicable.

Item 3.         Defaults Upon Securities - Not applicable.

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

Item 5.         Other Information - Not applicable.

Item 6.         Exhibits and Reports from Form 8-K

           (a)  Exhibits
                None.

           (b)  Reports from Form 8-K
                None.





























                                19
<PAGE>

     HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                            SIGNATURES


Pursuant  to  the  requirements  of  Section  13 or  15(d)  of  the
Securities  Exchange Act of 1934,  the  Registrant  has duly caused
this  report  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized.

                        HISTORIC PRESERVATION PROPERTIES 1989
                        LIMITED PARTNERSHIP

                        By:  Boston   Historic   Partners   Limited
                             Partnership
                             General Partner

                             By:  Portfolio    Advisory   Services, Inc.
                                  General Partner

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

                             and


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































                                20
<PAGE>