<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

    For the quarter ended March  31, 2001
                  or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number 33-24129

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

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

45 Broad Street,  3rd Floor, Boston,  Massachusetts                02109
(Address of Principal Executive Offices)                         (Zip Code)

Issuer's Telephone Number, Including Area Code (617) 338-6900
<PAGE>   2
           HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   FORM 10-QSB

                                MARCH 31, 2001

                                TABLE OF CONTENTS



PART  I  -  FINANCIAL INFORMATION

      Financial Statements

         Consolidated Balance Sheets                                    3

         Consolidated Statements of Operations                          4

         Consolidated Statements of Partners' Equity (Deficit)          5

         Consolidated Statements of Cash Flows                          6

         Notes to Financial Statements                                  7-13

       Management's Discussion and Analysis of Financial
               Condition or Plan of Operation                           14-15

PART II  -  Other Information                                           16

         Signatures                                                     17
<PAGE>   3
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   CONSOLIDATED BALANCE SHEET - MARCH 31, 2001
                       AND BALANCE SHEET DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                     ASSETS

                                                                        2001                  2000
                                                                    ------------           -----------
                                                                    (Unaudited)
<S>                                                                 <C>                    <C>
INVESTMENT IN REAL ESTATE
   Building and improvements                                        $ 10,706,310                    --
   Land and land improvements                                          1,867,937                    --
   Furniture and equipment                                               408,885                    --
                                                                    ------------           -----------
                                                                      12,983,132                    --
   Accumulated depreciation                                               (2,716)                   --
                                                                    ------------           -----------
                                                                      12,980,416                    --
                                                                    ------------           -----------

INVESTMENTS IN INVESTEE ENTITIES                                         465,113               652,905
                                                                    ------------           -----------

CASH AND CASH EQUIVALENTS
   Real estate operating and reserves                                    247,698                    --
   Partnership                                                           754,396               627,615
                                                                    ------------           -----------
                                                                       1,002,094               627,615
                                                                    ------------           -----------

CASH EQUIVALENT, SECURITY DEPOSITS                                       109,053                    --

OTHER ASSETS                                                             391,286                60,500
ESCROW DEPOSITS                                                          330,774                    --
DEFERRED COSTS (net of accumulated amortization of $142)                 247,806                    --
                                                                    ------------           -----------

                                                                    $ 15,526,542           $ 1,341,020
                                                                    ============           ===========

                        LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
   Mortgage note payable                                            $ 14,000,000           $        --
   Accounts payable and accrued expenses                                 187,699                41,628
   Security deposits                                                     109,053                    --
                                                                    ------------           -----------

         Total liabilities                                            14,296,752                41,628
                                                                    ------------           -----------

COMMITMENTS (Notes 5)

PARTNERS' EQUITY
   Limited Partners' Equity - Units of  Investor Limited
      Partnership Interest, $1,000 stated value
      per Unit-Issued and outstanding 26,588 units                     1,448,828             1,517,734
   General Partner's Deficit                                            (219,038)             (218,342)
                                                                    ------------           -----------

         Total partners' equity                                        1,229,790             1,299,392
                                                                    ------------           -----------

                                                                    $ 15,526,542           $ 1,341,020
                                                                    ============           ===========
</TABLE>



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

                                        3
<PAGE>   4
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                       AND STATEMENT OF OPERATIONS FOR THE
                          THREE MONTHS ENDED MARCH 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                        2001             2000
                                                      --------        ---------
<S>                                                   <C>             <C>
REVENUE:
   Rental income                                      $ 14,752        $      --
   Interest and other income                             7,252            5,787
                                                      --------        ---------
                                                        22,004            5,787
EXPENSES:
   Operating and administrative                         71,358           84,360
   Depreciation and amortization                         2,858               --
   Property operating expenses:
        Payroll services                                 1,314               --
      Utilities                                          2,047               --
      Real estate taxes                                  1,953               --
      Other operating expenses                           2,623               --
                                                      --------        ---------
                                                        82,153               --

LOSS FROM OPERATIONS                                   (60,149)         (78,573)

INTEREST EXPENSE                                         5,366               --

EQUITY IN INCOME (LOSS) OF INVESTEE ENTITIES            (4,087)         125,695
                                                      --------        ---------

NET INCOME (LOSS)                                     $(69,602)       $  47,122
                                                      ========        =========

NET INCOME (LOSS) ALLOCATED TO GENERAL PARTNER        $   (696)       $     471
                                                      ========        =========

NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS       $(68,906)       $  46,651
                                                      ========        =========

NET INCOME (LOSS) PER UNIT OF INVESTOR LIMITED
   PARTNERSHIP INTEREST, BASED ON 26,588 UNITS
   ISSUED AND OUTSTANDING                             $  (2.59)       $    1.75
                                                      ========        =========
</TABLE>


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


                                        4
<PAGE>   5
                HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                  CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                      FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND
                            FOR THE YEAR ENDED DECEMBER 31, 2000


<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, 1999                26,588       $ 1,309,126        $(220,449)       $ 1,088,677


  Net Income                                  --           208,608            2,107            210,715
                                          ------       -----------        ---------        -----------


BALANCE, December 31, 2000                26,588         1,517,734         (218,342)         1,299,392


  Net Loss (unaudited)                        --           (68,906)            (696)           (69,602)
                                          ------       -----------        ---------        -----------


BALANCE, March 31, 2001 (unaudited)       26,588       $ 1,448,828        $(219,038)       $ 1,229,790
                                          ======       ===========        =========        ===========
</TABLE>


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

                                        5
<PAGE>   6
                HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                    2001             2000
                                                                               ------------        ---------
<S>                                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                           $    (69,602)       $  47,122
   Adjustment to reconcile net income (loss) to
     net cash provided by operating activities:
      Equity in income in Investee Entities over
         distributions received                                                     201,189           13,305
      Increase in other assets                                                       (2,207)          (1,729)
      Increase (decrease) in accounts payable and accrued expenses                  (16,633)           1,497
                                                                               ------------        ---------

         Net cash provided by operating activities                                  112,747           60,195
                                                                               ------------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Payment of deferred costs                                                       (196,825)              --
   Increase in escrow deposits                                                     (330,774)              --
   Cash provided by Investee Entity                                                  54,447               --
                                                                               ------------        ---------
         Net cash used by investing activities                                     (473,152)              --
                                                                               ------------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from mortgage note payable                                           14,000,000               --
   Payments of Investee Entity's mortgage payable                                (6,542,273)              --
   Distributions to Investee Entity's other member                               (6,436,904)              --
   Increase in other assets receivable from mortgage payable transaction           (285,939)              --
                                                                               ------------        ---------
         Net cash provided by financing activities                                  734,884               --
                                                                               ------------        ---------

NET INCREASE IN CASH EQUIVALENTS                                                    374,479           60,195

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                      627,615          476,949
                                                                               ------------        ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                       $  1,002,094        $ 537,144
                                                                               ============        =========
</TABLE>


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

                                        6

<PAGE>   7
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (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).

         Boston Historic Partners Limited Partnership (BHP), a Massachusetts
         limited partnership, is the general partner of HPP'89. 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 December 31, 2000, BHP had
         established three such partnerships, including HPP'89. Officers of
         Boston Capital Planning Group, Inc. (BCPG), an affiliate of BHP, were
         the initial limited partners of HPP'89. The initial limited partners
         withdrew as limited partners upon the first admission of Investor
         Limited Partners (Limited Partners). Prior to admission of the Limited
         Partners, all costs incurred by HPP'89 were paid by BHP. On May 3,
         1989, the first Limited Partners were admitted to HPP'89 and operations
         commenced.

         The Amended and Restated Agreement of Limited Partnership (Partnership
         Agreement) of HPP'89 generally provides that all net profits, net
         losses, tax credits and cash distributions of HPP'89 from normal
         operations subsequent to admission of Limited Partners shall be
         allocated 99% to the Limited Partners and 1% to BHP. Proceeds from
         sales or refinancings generally will be distributed 100% to the Limited
         Partners until they have received an amount equal to their Adjusted
         Capital Contributions (as defined in the Partnership Agreement) plus,
         priority returns and additional incentive priority returns for certain
         Limited Partners admitted to HPP'89 on or prior to certain specified
         dates.

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

         As of March 30, 2001, and as further discussed in Note 3, HPP'89 holds
         a 99% membership interest in The Cosmopolitan at Mears Park, LLC
         (TCAMP), a Delavare limited liability company. All operating and
         financial policy decisions of TCAMP are controlled by HPP'89.

         The consolidated financial statements include the accounts of HPP'89
         and TCAMP after the elimination of all intercompany transactions and
         activity.

         Under the principles of consolidation, losses and other charges
         applicable to the minority interest which exceed the minority interest
         in equity capital of the minority interest are charged against the
         controlling interest since there is no obligation for the minority
         interest to make good such losses or other charges. Once the minority
         interest has been reduced to zero, future earnings of the minority
         interest are credited to the controlling interest to the extent of the
         losses or other charges applicable to the minority interest which have
         been charged against the controlling interest. At March 31, 2001, the
         minority interest in TCAMP has been reduced to zero and cumulative
         losses and other charges applicable to the minority interest which have
         been charged against HPP'89 total approximately $1,500.

         Investments in Investee Entities
         --------------------------------

         HPP'89 accounts for its investments in its Investee Entities (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.

                                        7
<PAGE>   8
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2001
                                   (UNAUDITED)


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

         Expenditures attributable to HPP'89's investments (primarily evaluation
         and acquisition fees and interest expense incurred during construction
         periods) are treated as additional investment basis and are amortized
         on a straight-line basis over the estimated life of the investee assets
         (40 years).

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

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

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

         Real estate is held for lease and stated at cost. Depreciation is
         provided over the estimated economic useful lives of the assets using
         the straight-line method. In recording its interest in TCAMP, HPP'89
         established a new basis of accounting by recording the fair value of
         the consideration paid to the previous member for its interest, equal
         to the excess of the amount paid to the prior member over the recorded
         amount of the redeemed interest as investment in real estate. The
         amount recorded was allocated to the various components of investment
         in real estate in a manner similar to the method used under the
         purchase method of accounting.

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

         HPP'89 considers all highly liquid investments with a maturity of three
         months or less when purchased to be cash equivalents. At March 31,
         2001, cash equivalents totaled $996,149.

         At March 31, 2001, HPP'89 had $709,447 of cash and cash equivalents on
         deposit in a bank in excess of amounts insured by the Federal Deposit
         Insurance Corporation. Also at March 31, 2001, HPP'89 had $397,389 of
         Massachusetts municipal money market funds which are not insured or
         guaranteed.

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

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

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

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

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

         No provision (benefit) for income taxes is reflected in the
         accompanying consolidated financial statements of HPP'89. Partners of
         HPP'89 are required to report on their tax returns their allocable
         share of income, gains, losses, deductions and credits determined on a
         tax basis.



                                        8
<PAGE>   9
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2001
                                   (UNAUDITED)

(3)      INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES

         HPP'89 has general partnership interests in two Investee Entities and
         is the controlling member in TCAMP.

         HPP'89's current allocable percentage of operating income and/or losses
         in the Investee Entities ranges from 65% 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. In addition,
         each Investee Entity has entered into various agreements with its local
         general partners, or their affiliates, to provide development,
         management and other services, for which the local general partners or
         (or their affiliates), are paid fees by the respective Investee Entity.

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

         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 funds initially
         available for investment. For the year ended December 31, 2000, the
         economic occupancy of TCAMP was 95%.

         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 and accounts for its investment
         in TCAMP under the equity method of accounting through March 29, 2001.
         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.

         On March 30, 2001, TCAMP issued a mortgage note payable in the amount
         of $14,000,000, bearing interest at 6.995%, requiring monthly principal
         and interest payments totaling $93,095 commencing May 1, 2001, with the
         unpaid principal balance under the mortgage note payable on May 1,
         2011. The mortgage note payable is secured by TCAMP's property, rents,
         and assignment of leases. Concurrently, TCAMP entered into an agreement
         with its other member owning the remaining 50% membership interest not
         owned by HPP'89 to redeem ninety-eight percent of her existing
         membership interest, thereby reducing her membership interest in TCAMP
         to 1%. Proceeds of the mortgage note payable were used to pay in full
         TCAMP's previous mortgage note payable and closing costs, make deposits
         to required escrow accounts, redeem the principally all of the
         membership interest not owned by HPP'89 for approximately $6,437,000,
         and provide approximately $464,000 of excess funds to TCAMP.

         HPP'89 recorded net loss of ($62,952), (adjusted for consolidation) for
         the period January 1, 2001 through March 29, 2001 and $76,925 for the
         three months ended March 31, 2000, respectively, from the TCAMP
         Investment. HPP'89 received cash distributions of $172,500 and $100,000
         from TCAMP for the three months ended March 31, 2001 and 2000,
         respectively. Due to HPP'89's acquisition of a controlling interest in
         TCAMP, as of March 30, 2001, the operating activity of TCAMP is
         consolidated with that of HPP'89. Effective March 30, 2001, HPP'89
         obtained unilateral control over the major operating and financial
         policies of TCAMP. In recording its interest in TCAMP, HPP'89 recorded
         the fair value of the consideration paid to the previous member for its
         interest, equal to the excess of the amount paid to the prior member
         over the recorded amount of the redeemed interest, totaling $6,512,152
         as investment in real estate.


                                        9
<PAGE>   10
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2001
                                   (UNAUDITED)


(3)      INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES (CONTINUED)

         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. For the three
         months ended March 31, 2001, the economic occupancy of its residential
         units was 94% and the economic occupancy for its commercial space was
         92% for a combined economic occupancy of 93%.

         HPP'89 contributed $3,820,000 through March 31, 2001 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 funds initially available for investment.

         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.

         HPP'89 recorded net income from the Portland Lofts Investment of
         $51,850 for the three months ended March 31, 2001. HPP'89 received
         distributions of $39,000 for the three months ended March 31, 2001 and
         2000. Distributions received during the three months ended March 31,
         2000 were recorded as equity in income of Investee Entities.

         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 24 residential units and
         approximately 3,500 net rentable square feet of commercial space
         building located thereon at 402 Julia Street, New Orleans, Louisiana.
         For the three months ended March 31, 2001, 402 Julia recorded an
         economic occupancy of 96% for its residential units and an economic
         occupancy of 100% for its commercial space 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
         funds initially available for investment. 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
         require annual payments of $3,500 through 2016 and a final payment of
         $4,500 in 2017. At December 31, 2000, the remaining uncollected
         payments total $60,500 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 net income from the 402 Julia Investment of $7,828 and
         $10,583, respectively, as well as amortization of $813 for the three
         months ended March 31, 2001 and 2000.

         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 contributed $6,563,064 to the capital of
         Jenkins Court through the date of Jenkins Court's Chapter 11 filing
         (see below) and had a general partnership interest therein. HPP'89's
         investment in Jenkins Court represented approximately 36% of the
         aggregate funds initially available for investment.


                                       10
<PAGE>   11
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2001
                                   (UNAUDITED)


(3)      INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES (CONTINUED)

         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, 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.
         As of August 31, 1995, 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 HPP'89's default loan receivable
         from Jenkins Court.

         HPP'89's investments in the remaining Investee Entities at March 31,
         2001 and December 31, 2000 are summarized as follows:

<TABLE>
<CAPTION>
           Cumulative:                                                2001                   2000
                                                                      ----                   ----
                                                                                         (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 income (loss) of Investee Entities          (833,567)                 112
           Reserves for realization of investments                 (3,469,267)          (3,469,267)
           Amortization of certain costs                              (57,045)             (56,232)
           Distributions received from Investee Entities             (689,000)          (1,335,700)
           Sale of one third interest of Investee Entity             (241,620)            (241,620)
                                                                     --------             --------
                                                                  $   465,113         $    652,905
                                                                  ===========         ============
</TABLE>

         The equity in income of Investee Entities reflected in the accompanying
         statements of operations included income of $24,521 and $126,508, for
         the three months ended March 31, 2001 and 2000, respectively, and
         annual amortization of certain costs of $813, for each of the three
         months ended March 31, 2001 and 2000.

         Summary combined balance sheets of the remaining Investee Entities as
         of March 31, 2001 and December 31, 2000 and summary combined statements
         of operations for the three months ended March 31, 2001 and 2000 are as
         follows. TCAMP's balance sheet has been consolidated with HPP'89 as of
         March 30, 2001.

                             COMBINED BALANCE SHEET
                                     ASSETS

<TABLE>
<CAPTION>
                                                                                 2001                  2000
                                                                                 ----                  ----
           <S>                                                            <C>                  <C>
           Buildings and improvements (net of accumulated
               depreciation; $3,502,978, 2001; $4,543,230, 2000)          $     8,848,848      $     14,437,784
           Land                                                                 1,032,326             2,041,326
           Other assets (net of accumulated amortization;
               $70,253, 2001; $220,538, 2000)                                     177,930               525,675
           Cash and cash equivalents                                              449,509               535,328
                                                                         ----------------      ----------------
                   Total assets                                          $     10,508,613      $     17,540,113
                                                                         ================      ================
</TABLE>



                                       11
<PAGE>   12
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2001
                                   (UNAUDITED)


(3)      INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES (CONTINUED)

                        LIABILITIES AND PARTNERS' EQUITY
<TABLE>
<CAPTION>
                                                                           2001                  2000
                                                                     --------------        -------------
        Liabilities
        <S>                                                          <C>                   <C>
                Mortgage and notes payable                           $    6,345,087        $  12,947,002
                Other liabilities                                           413,555              628,106
                                                                     --------------        -------------
                Total liabilities                                         6,758,642           13,575,108
                                                                     --------------        -------------
         Partners' equity:
                HPP'89                                                    2,634,904            2,756,018
                Other partners                                            1,115,067            1,208,987
                                                                     --------------        -------------
                Total partners' equity                                    3,749,971            3,965,005
                                                                     --------------        -------------
                  Total liabilities and partners' equity             $   10,508,613        $  17,540,113
                                                                     ==============        =============
</TABLE>

Members' equity in TCAMP has been classified as partners' equity in the combined
balance sheet for 2000.

                        COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                       2001                          2000
                                                               ---------------                 -------------

   Revenue:
   <S>                                                         <C>                             <C>
            Rental revenue                                     $     1,121,695                 $   1,045,611
            Interest and other income                                   49,873                        21,342
                                                                     1,171,568                     1,066,953
   Expenses:
           Interest expense                                            428,237                       299,053
           Depreciation and amortization                               218,432                       149,091
           Operating expenses                                          460,529                       458,714
                                                               ---------------                 -------------
                                                                     1,107,198                       906,858
                                                               ---------------                 -------------
   Net income from operations                                   $       64,370                 $     160,095
                                                               ===============                 =============
    Net income allocated to HPP'89                              $       59,685                 $      77,653
                                                               ===============                 =============
    Net income allocated to other partners                      $        4,685                 $      82,442
                                                               ===============                 =============
</TABLE>

(4)      MORTGAGE NOTE PAYABLE AND ESCROW DEPOSITS

         As discussed in Note 3, on March 30, 2001, TCAMP issued a mortgage note
         payable in the amount of $14,000,000 bearing interest at 6.995%,
         amortizing over a 30-year schedule, requiring monthly principal and
         interest payments totaling $93,095 commencing May 1, 2001, with the
         unpaid principal balance under the mortgage note payable on May 1,
         2011. The mortgage note payable is secured by TCAMP's property, rents,
         and assignment of leases. The mortgage note requires monthly escrow
         deposits for real estate taxes, insurance escrow and replacement
         reserves of $31,489, $2,963, and $5,313, respectively.

         As of March 31, 2001, annual maturities of the mortgage note are as
         follows:
<TABLE>
<CAPTION>
                       Year Ending December 31,
                      --------------------------
                       <S>                                         <C>
                                  2001                             $    82,716
                                  2002                                 134,472
                                  2003                                 144,326
                                  2004                                 152,110
                                  2005                                 166,046
                               Thereafter                           13,320,330
</TABLE>

                                       12
<PAGE>   13
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2001
                                   (UNAUDITED)

(5)      RELATED PARTY TRANSACTION AND COMMITMENTS

         TCAMP entered into a management agreement with Claremont Management
         Corporation (CMC) to manage the property. The sole shareholder of CMC
         is related to other member of TCAMP. The agreement expires on June 30,
         2001 and automatically renews thereafter on an annual basis, unless
         terminated as provided for in the agreement. The management agreement
         required the payment of a management fee through March 29, 2001 of 4%,
         as defined in the agreement, plus the reimbursement of all CMC's costs
         of providing these services. As of March 30, 2001 the management
         agreement was amended to adjust the rate to and 3% of gross receipts.
         Management fees under the management agreement totaled $30,333 and
         $28,014, respectively, for the three months ended March 31, 2001 and
         2000. Expense reimbursements to CMC for the three months ended March
         31, 2001 and 2000 totaled $63,253 and $57,392, respectively.

         Effective July 1, 1998, HPP'89 engaged Gunn Financial, Incorporated
         (GFI), an unaffiliated Massachusetts corporation, to provide
         accounting, asset management and investor services. GFI provides such
         services for an annual management fee 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. Through
         June 30, 2000, the annual fee was $63,000 and effective July 1, 2000,
         the annual fee was reduced to $54,000. For the three months ended March
         31, 2001 and 2000, GFI was reimbursed $50,555 and $42,507,
         respectively, for operating costs.

(6)      LIABILITY OF MEMBERS AND DISTRIBUTIONS OF CASH

         The liability of the Members for losses, debts and obligations of TCAMP
         is limited to their capital contributions, except under applicable law
         Members may, under certain circumstances, be liable to TCAMP to the
         extent of previous distributions received by the Members in the event
         TCAMP does not have sufficient assets to discharge its liabilities.

         Distributions by TCAMP to the Members at the end of each fiscal year,
         or at such time as determined by the Board of Managers, are as follows:

         (i)      First, to the payment of any principal or interest due with
                  respect to any loans from Members, with any such payments to
                  be applied first to accrued but unpaid interest and then to
                  principal; and

         (ii)     Second, the balance, if any, to the Members in accordance with
                  their respective percentage interests (99% - HPP'89 and 1% -
                  other member).

(7)      FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amounts of cash and cash equivalents, cash equivalent
         security deposits, other assets, escrow deposits, accounts payable and
         accrued expenses, and security deposits at March 31, 2001 and December
         31, 2000 approximate their fair values due to their short maturities.
         The fair value of the mortgage payable at March 31, 2001 approximates
         its carrying amount based on the interest rates available for similar
         financing arrangements. All financial instruments were held for
         non-trading purposes.










                                       13
<PAGE>   14
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION OR PLAN OF OPERATION
                                 MARCH 31, 2001


The following discussion should be read in conjunction with the accompanying
financial statements for the three month period ended March 31, 2001 and the
Form 10 - KSB for the year ended December 31, 2000.

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. 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.

As of March 31, 2001, the Partnership had $1,002,094 of total cash and cash
equivalents. HPP'89's cash is used primarily to fund general and administrative
expenses of managing the public fund. The Partnership's short-term liquidity
depends upon its ability to receive distributions from TCAMP and its Investee
Entities.

The short-term liquidities of TCAMP and the Investee Entities depend on their
ability to generate sufficient rental income to fund operating expenses and debt
service requirements. TCAMP, Portland Lofts and 402 Julia have stabilized
operations and TCAMP and Portland Lofts are expected to generate cash flow. The
Partnership received distributions from Portland Lofts of $39,000 for each of
the three months ended March 31, 2001 and 2000. The Partnership received
distributions from TCAMP of $172,500 and $100,000, respectively, for the three
months ended March 30, 2001 and 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 accounts for its investments in its three
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 65% 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.











                                       14
<PAGE>   15
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION OR PLAN OF OPERATION (CONTINUED)
                                 MARCH 31, 2001


For the three months ended March 31, 2001, 402 Julia recorded an economic
occupancy of 96% for its residential units and an economic occupancy of 100% for
its commercial space for a combined economic occupancy of 97%. 402 Julia has
benefited from a relatively strong New Orleans market and continues to record
stable operations in recent years. 402 Julia rents units to residential tenants,
and at March 31, 2001 approximately half of which are under short-term operating
leases expiring within one year from signing with the remaining rented under
month-to-month arrangements. For the three months ended March 31, 2001, 402
Julia recorded net income of approximately $12,000 which included depreciation
and amortization of approximately $11,000.

For the three months ended March 31, 2001, Portland Lofts recorded an economic
occupancy of 94% for its residential units and an economic occupancy of 92% for
its commercial space for a combined economic occupancy of 93%. 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 2005. As of March 31, 2001, the Partnership had entered into twelve
commercial leases with the remaining commercial tenants under month-to-month
agreements. Portland Lofts' largest commercial tenant occupancies 23% of the
commercial space at March 31, 2001, representing only 5.8% of the total square
feet of the property. For the three months ended March 31, 2001, Portland Lofts
recorded net income of approximately $54,400 which included depreciation and
amortization of approximately $71,100.

TCAMP operates in the competitive lowertown district of St. Paul, Minnesota.
TCAMP has achieved stable occupancy and had an economic occupancy of 95% for the
three months ended March 31, 2001. TCAMP recorded net income of approximately
$6,600, which included depreciation and amortization expense of approximately
$139,300, for the three months ended March 31, 2001.

On March 30, 2001, TCAMP issued a mortgage note payable in the amount of
$14,000,000, bearing interest at 6.995%, amortizing over a 30 year schedule,
requiring monthly principal and interest payments totaling $93,095 commencing
May 1, 2001, with the unpaid principal balance under the mortgage note payable
on May 1, 2011. The mortgage note payable is secured by TCAMP's property, rents,
and assignment of leases. Concurrently, TCAMP entered into an agreement with the
other member owning a 50% membership interest to redeem ninety-eight percent of
her existing membership interest, thereby reducing her membership interest in
TCAMP to 1%. Proceeds of the mortgage note payable were used to pay in full
TCAMP's previous mortgage note payable and closing costs, make deposits to
required escrow accounts, redeem principally all of the other member's
membership interest for approximately $6,437,000, and provide approximately
$464,000 of excess funds to TCAMP.

The Partnership recorded net loss, under general accepted accounting principles
of $(69,602) for the three months ended March 31, 2001, compared to net income
of $47,122 for the three months ended March 31, 2000. This decrease is primarily
due to a decrease in equity in income of Investee Entities of approximately
$131,000 offset by an increase in net property operating activity (including
interest expense) of approximately $400 and a decrease in operating and
administrative expense of approximately $13,000. Operating and administrative
expenses decreased for the three months ended March 31, 2001, compared to the
same period in 2000, due to nonrecurring third party professional fees in 2000.
Equity in income from Investee Entities decreased mainly due to an allocated
loss from TCAMP offset by increased allocated income from Portland Lofts. TCAMP
recorded a loss primarily due to the recognition of amortization for deferred
financing fees and prepayment penalty expense at the refinancing of its mortgage
debt. Portland Lofts' income increased primarily due to increased overall
occupancy and increased commercial rental rates.









                                       15
<PAGE>   16
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           PART II - OTHER INFORMATION
                                 MARCH 31, 2001


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 as of March 30, 2001.

               (a)            Exhibits - Filed with Form 8-K as of March 30,
                              2001 and incorporated herein by this reference.

                              1)             Redemption and Reorganization
                                             Agreement

                              2)             Mortgage Note

               (b)            Reports from Form 8-K
                              Acquisition of Assets - As of March 30, 2001




                                       16
<PAGE>   17
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   SIGNATURES


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

                                HISTORIC PRESERVATION PROPERTIES 1989
                                LIMITED PARTNERSHIP

                                By: Boston Historic Partners Limited Partnership
                                    General Partner

                                    By:   Portfolio Advisory Services, Inc.
                                          General Partner

Date:  May 15, 2001                        By: /s/ Terrence P. Sullivan
                                             --------------------------
                                             Terrence P. Sullivan
                                             President

                                    and


Date:  May 15, 2001                  By: /s/ Terrence P. Sullivan
                                       --------------------------
                                       Terrence P. Sullivan
                                       General Partner








                                       17