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

                                   FORM 10-QSB

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

      For the quarterly period ended    March 31, 2003

                                       or

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

      For the transition period from              to

Commission File Number 33-24129

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

                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

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

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

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

 -------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                     report)

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

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

Check whether the registrant filed all documents and reports required to be
filed by Section 12 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes   No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

Transitional Small Business Disclosure Format (Check one):
Yes   No
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   FORM 10-QSB

                                 MARCH 31, 2003

                                TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                      <C>
PART  I  -  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheet ............................      3

         Consolidated Statements of Operations .................      4

         Consolidated Statements of Partners' Equity (Deficit) .      5

         Consolidated Statements of Cash Flows .................      6

         Notes to Consolidated Financial Statements ............   7-12

Item 2.  Management's Discussion and Analysis
               or Plan of Operation ............................  13-16

Item 3.  Controls and Procedures ...............................     16

PART II  -  Other Information ..................................     17

Signatures .....................................................     18

Certifications .................................................  19-20
</TABLE>
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)

<TABLE>
<S>                                                            <C>
                                   ASSETS
INVESTMENT IN REAL ESTATE
   Land ....................................................   $  2,396,037
   Buildings and improvements ..............................     17,616,819
   Furniture and equipment .................................        400,420
                                                               ------------
                                                                 20,413,276
   Accumulated depreciation ................................     (3,182,015)
                                                               ------------
                                                                 17,231,261
                                                               ------------
INVESTMENT IN INVESTEE ENTITY ..............................        447,603
                                                               ------------
CASH AND CASH EQUIVALENTS
   Real estate operating ...................................      1,222,535
   Partnership .............................................        354,955
                                                               ------------
                                                                  1,577,490
                                                               ------------
CASH AND CASH EQUIVALENTS, SECURITY DEPOSITS ...............        148,576

OTHER ASSETS ...............................................        157,517
ESCROW DEPOSITS ............................................        194,161
DEFERRED COSTS, less accumulated amortization of $123,637 ..        231,730
                                                               ------------
                                                               $ 19,988,338
                                                               ============
                    LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
   Mortgage notes payable ..................................   $ 18,822,135
   Accounts payable and accrued expenses ...................        555,867
   Security deposits .......................................        139,013
                                                               ------------
         Total liabilities .................................     19,517,015
                                                               ------------
COMMITMENTS (Note 5)

PARTNERS' EQUITY
   Limited Partners' Equity - Units of  Investor Limited
      Partnership Interest, $1,000 stated value
      per Unit-Issued and outstanding 26,588 units .........        697,945
   General Partner's Deficit ...............................       (226,622)
                                                               ------------
         Total partners' equity ............................        471,323
                                                               ------------
                                                               $ 19,988,338
                                                               ============
</TABLE>


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


                                       3
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                            2003              2002
                                            ----              ----
<S>                                       <C>               <C>
REVENUE:
   Rental income                          $ 1,025,283       $ 1,045,038
   Interest and other income                   25,914            22,875
                                          -----------       -----------
        Total revenue                       1,051,197         1,067,913
                                          -----------       -----------
EXPENSES:
   Operating and administrative                98,835            83,169
   Property operating expenses:
           Payroll services                    96,313            87,620
           Utilities                          119,994           104,329
           Real estate taxes                   84,578           101,784
           Other operating expenses           214,977           199,087
   Depreciation and amortization              200,740           200,190
                                          -----------       -----------
               Total expenses                 815,437           776,179
                                          -----------       -----------

INCOME FROM OPERATIONS                        235,760           291,734

INTEREST EXPENSE                              355,077           359,786

EQUITY IN INCOME (LOSS) OF
     INVESTEE ENTITY                          (21,528)            7,716
                                          -----------       -----------

NET LOSS                                  $  (140,845)      $   (60,336)
                                          ===========       ===========

NET LOSS ALLOCATED
     TO GENERAL PARTNER                   $    (1,408)      $      (603)
                                          ===========       ===========
NET LOSS ALLOCATED
   TO LIMITED PARTNERS                    $  (139,437)      $   (59,733)
                                          ===========       ===========
NET LOSS PER UNIT OF
   INVESTOR LIMITED PARTNERSHIP
   INTEREST, BASED ON 26,588 UNITS
   ISSUED AND OUTSTANDING                 $     (5.24)      $     (2.25)
                                          ===========       ===========
</TABLE>


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


                                      4
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                  FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2002

<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, 2001           26,588      $ 1,209,255       $  (221,458)      $   987,797
  Net loss                               --         (371,873)           (3,756)         (375,629)
                                  ---------      -----------       -----------       -----------
BALANCE, December 31, 2002           26,588          837,382          (225,214)          612,168
  Net loss (unaudited)                   --         (139,437)           (1,408)         (140,845)
                                  ---------      -----------       -----------       -----------
BALANCE, March 31, 2003              26,588      $   697,945       $  (226,622)      $   471,323
(unaudited)
                                     ======      ===========       ===========       ===========
</TABLE>


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


                                        5
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                  2003              2002
                                                                  ----              ----
<S>                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                   $  (140,845)      $   (60,336)
   Adjustment to reconcile net loss to
     net cash provided by operating activities:
      Depreciation                                                191,553           190,560
      Amortization                                                  9,187             9,630
      Equity in income in Investee Entities (over) under
         distributions received                                    21,528            (7,716)
      Decrease in other assets                                     33,286            32,048
      Increase (decrease) in accounts payable and
         accrued expenses                                         (63,155)           27,915
      Decrease in security deposits, net                            7,539               515
                                                              -----------       -----------
         Net cash provided by operating activities                 59,093           192,616
                                                              -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures - building improvements                   (57,004)               --
   Increase in escrow deposits, net                               (83,744)          (88,480)
                                                              -----------       -----------
         Net cash used in investing activities                   (140,748)          (88,480)
                                                              -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of mortgage principal                                 (65,389)          (60,713)
                                                              -----------       -----------
         Cash used in financing activities                        (65,389)          (60,713)
                                                              -----------       -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             (147,044)           43,423

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                  1,724,534         1,827,640
                                                              -----------       -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $ 1,577,490       $ 1,871,063
                                                              ===========       ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
         Cash paid for interest                               $   355,511       $   360,188
                                                              ===========       ===========
</TABLE>


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


                                        6
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

(1)   ORGANIZATION AND GENERAL PARTNER - BHP

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

      Boston Historic Partners Limited Partnership (BHP), a Massachusetts
      limited partnership, is the general partner of the Partnership. BHP was
      formed in November 1986 for the purpose of organizing, syndicating and
      managing publicly offered real estate limited partnerships (Public
      Rehabilitation Partnerships). As of March 31, 2003, BHP had established
      three such partnerships, including the Partnership.

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

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The consolidated financial statements should be read in conjunction with
      the consolidated financial statements and notes thereto included in
      HPP'89's form 10-KSB for the year ended December 31, 2002.

      Principles of Consolidation

      As of March 30, 2001, and as further discussed in Note 3, the Partnership
      holds a 99% membership interest in The Cosmopolitan at Mears Park, LLC
      (TCAMP), a Delaware limited liability company. Effective March 30, 2001,
      all operating and financial policy decisions of TCAMP are controlled by
      the Partnership.

      Through December 31, 2001, and as further discussed in Note 3, the
      Partnership held a 99% general partnership interest in Portland Lofts
      Associates, LP (Portland Lofts) a Delaware limited partnership. Through
      December 31, 2001, the Partnership accounted for its investment in
      Portland Lofts under the equity method of accounting. Effective at the
      close of business on December 31, 2001, all operating and financial policy
      decisions of Portland Lofts are controlled by the Partnership.

      The consolidated financial statements as of and for the three months ended
      March 31, 2003 and 2002 include the accounts and transactions of the
      Partnership, TCAMP and Portland Lofts after the elimination of all
      intercompany accounts and transactions. Members' equity of TCAMP has been
      classified as partners' equity in the accompanying consolidated financial
      statements. The Partnership and its consolidated entities are collectively
      referred to herein as HPP'89.

      Under the principles of consolidation, losses and other charges applicable
      to the minority interest which exceed the minority interest in equity
      capital of the minority interest are charged against the controlling
      interest since there is no obligation for the minority interest to make
      good such losses or other charges. Once the minority interest has been
      reduced to zero, future earnings of the minority interest are credited to
      the controlling interest to the extent of the losses or other charges
      applicable to the minority interest which have been charged against the
      controlling interest. At March 31, 2003, 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 the
      Partnership total $6,795.


                                        7
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2003
                                   (UNAUDITED)

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Investment in Investee Entity

      The Partnership accounts for its investment in its Investee Entity
      (Investee Entity) under the equity method. In general, under the equity
      method of accounting for investments, the investment is recorded at cost
      and the current allocable portion of earnings (losses) of an Investee
      Entity is recorded as income (loss) with a corresponding increase
      (decrease) to the investment account. The allocable portion of losses of
      an Investee Entity 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.

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

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

      Use of Estimates

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

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

      Real Estate and Depreciation

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

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

      Effective January 1, 2002, HPP'89 adopted the provisions of Statement of
      Financial Accounting Standards (SFAS) No. 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets. SFAS No. 144 requires that
      property and equipment held and used by HPP'89 be reviewed for impairment
      whenever events or changes in circumstances indicate that the carrying
      value of the asset may not be recoverable. An impairment loss is required
      to be recognized if the sum of the expected future cash flows,
      undiscounted and excluding interest expense, from the use of the asset is
      less than the carrying value of the asset. The adoption of SFAS No. 144
      did not have a material effect on the accompanying consolidated financial
      statements.

      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, 2003,
      cash equivalents totaled $1,475,380.

      At March 31, 2003, HPP'89 had $652,504 of cash and cash equivalents on
      deposit in banks in excess of amounts insured by the Federal Deposit
      Insurance Corporation. Also at March 31, 2003, HPP'89 had $679,098 of
      Massachusetts' municipal money market funds which are not insured or
      guaranteed.


                                        8
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2003
                                   (UNAUDITED)

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Deferred Costs

      Deferred costs relating to mortgage notes and commercial leases 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. Partners of the Partnership are
      required to report on their tax returns their allocable share of income,
      gains, losses, deductions and credits determined on a tax basis.

(3)   INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITY

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

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

      THE COSMOPOLITAN AT MEARS PARK, LLC (TCAMP), a Limited Liability Company,
      was formed on March 15, 1996, under the Delaware Limited Liability Company
      Act. Upon the formation of TCAMP, the Partnership contributed land,
      building and improvements and furniture and equipment, and certain other
      assets and liabilities, to TCAMP for a 50% ownership interest. The purpose
      of TCAMP is to engage in investment in, and operation of, real estate.
      TCAMP owns a residential apartment complex containing 255 residential
      units and approximately 2,250 square feet of commercial space located at
      250 6th Street, St. Paul, Minnesota. Profits and losses are allocated to
      the members, and distributions from TCAMP to the Partnership and the other
      member are subject to the order of distribution, as specified in the
      Operating Agreement of TCAMP. The liability of the members of TCAMP for
      losses, debts and obligations of TCAMP is limited to their capital
      contributions, except under applicable law members may, under certain
      circumstances, be liable to TCAMP to the extent of previous distributions
      received by the members in the event TCAMP does not have sufficient assets
      to satisfy its liabilities.

      Through March 29, 2001, the Partnership accounted for its investment in
      TCAMP using the equity method of accounting since management duties and
      decisions were shared among, and required the approval of, the Partnership
      and other managing members.

      On March 30, 2001, TCAMP issued a mortgage note payable 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 then owned by the Partnership 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,
      closing costs, make deposits to required escrow accounts, redeem
      principally all of the membership interest not then owned by the
      Partnership, and provide excess funds to TCAMP.


                                        9
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2003
                                   (UNAUDITED)

(3)   INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITY (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. Profits and losses are
      allocated, and cash distributions are made, to the partners in accordance
      with Portland Lofts' Partnership Agreement.

      Through December 31, 2001, the Partnership owned a 99% general partnership
      interest in Portland Lofts and accounted for its investment using the
      equity method of accounting since management duties and decisions were
      shared among, and required the approval of, the Partnership and the local
      general partner.

      During September 2001, the Partnership pursued certain rights contained
      within the Portland Lofts' Partnership Agreement. At the close of business
      on December 31, 2001, the Partnership, Portland Lofts and the local
      general partner entered into an agreement whereby the local general
      partner withdrew from Portland Lofts and assigned its .9% general
      partnership interest and .1% limited partnership interest to Portland
      Lofts Apartments, LLC (a Delaware Limited Liability Company formed on
      December 14, 2001 and owned 99.9% by the Partnership and .1% by BHP) and
      paid a withdrawal fee of $250,000 to Portland Lofts. Effective at the
      close of business on December 31, 2001, HPP'89 and Portland Lofts
      Apartments, LLC own a 99.9% general partnership interest and .1% limited
      partnership interest in Portland Lofts.

      402 JULIA STREET ASSOCIATES LIMITED PARTNERSHIP (402 Julia) is a Delaware
      limited partnership formed on July 25, 1989 to acquire, construct,
      rehabilitate, operate and manage a building containing 24 residential
      units and approximately 3,900 net rentable square feet of commercial space
      located at 402 Julia Street, New Orleans, Louisiana.

      On September 16, 1993, the Partnership sold one-third of its general
      partnership interest in 402 Julia to the developer general partner for
      $185,000. The Partnership 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 March 31,
      2003, the remaining uncollected payments total $53,500, which are secured
      by the interest sold to the developer general partner, and are included in
      other assets.

      Under the equity method of accounting, the Partnership recorded income
      (loss) from the 402 Julia Investment of ($20,715) and $8,529,
      respectively, and amortization expense of $813, for the three months ended
      March 31, 2003 and 2002.

      The summary balance sheet and summary statement of operations of the
      Investee Entity as of and for the three months ended March 31, 2003 and
      2002, are as follows.

<TABLE>
<CAPTION>
                           SUMMARY BALANCE SHEET
                              MARCH 31, 2003
                                  ASSETS
<S>                                                             <C>
   Land                                                         $  132,800
   Buildings and improvements (net of accumulated
     depreciation of $523,632)                                   1,057,939
   Cash and cash equivalents                                       238,117
    Other assets, less accumulated amortization of $20,032          85,018
                                                                ----------
      Total assets                                              $1,513,874
                                                                ==========
                     LIABILITIES AND PARTNERS' EQUITY
Liabilities:
   Mortgage note payable                                        $1,038,521
   Other liabilities                                                35,721
                                                                ----------
      Total liabilities                                          1,074,242
                                                                ----------
Partners' equity:
  HPP'89                                                           388,718
  Other partners                                                    50,914
                                                                ----------
    Total partners' equity                                         439,632
                                                                ----------
      Total liabilities and partners' equity                    $1,513,874
                                                                ==========
</TABLE>


                                       10
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2003
                                   (UNAUDITED)

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

                         SUMMARY STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                     2003           2002
                                                     ----           ----
<S>                                                <C>            <C>
Revenue:
    Rental revenue                                 $ 61,663       $ 65,934
    Interest and other income                         1,784          2,176
                                                   --------       --------
        Total revenue                                63,447         68,110
                                                   --------       --------
Expenses:
    Operating expenses                               66,806         26,455
    Depreciation and amortization                    10,958         10,958

    Interest expense                                 17,391         17,641
                                                   --------       --------
        Total expenses                               95,155         55,054
                                                   --------       --------
Net income (loss)  from operations                 $(31,708)      $ 13,056
                                                   ========       ========
Net income (loss) allocated to HPP'89              $(20,715)      $  8,529
                                                   ========       ========
Net income (loss) allocated to other partners      $(10,993)      $  4,527
                                                   ========       ========
</TABLE>

(4)   MORTGAGE NOTES PAYABLE

      TCAMP's mortgage note payable bears interest at 6.995%, amortizes over a
      30-year schedule, and requires monthly principal and interest payments
      totaling $93,095 with the unpaid principal balance under the mortgage note
      payable on May 1, 2011. The mortgage note payable is secured by TCAMP's
      property, rents, and assignment of leases. The mortgage note requires
      monthly escrow deposits for real estate taxes, insurance escrow and
      replacement reserves of $27,356, $5,926, and $5,313, respectively.

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

      As of March 31, 2003, annual maturities of the mortgage notes payable for
      the next five years are as follows:

<TABLE>
<CAPTION>
              Year Ending December 31,                      Amount
              ------------------------                      ------
<S>                                             <C>
                              2003                       $  190,498
                              2004                          274,136
                              2005                          299,519
                              2006                        4,915,863
                              2007                          191,270
</TABLE>

(5)   RELATED PARTY TRANSACTION AND COMMITMENTS

      TCAMP entered into a management agreement with Claremont Management
      Limited Liability Company (CMLLC) to manage the property. The sole
      shareholder of CMLLC is related to the other member of TCAMP. The
      agreement expires on September 30, 2003 and automatically renews
      thereafter on an annual basis, unless terminated earlier as provided for
      in the agreement. The management agreement requires the payment of a
      management fee of 3% of gross receipts, as defined in the agreement, plus
      the reimbursement of all CMLLC's costs of providing these services.
      Management fees under the management agreement totaled $21,146 and
      $21,642, respectively, for the three months ended March 31, 2003 and 2002.
      Expense reimbursements to CMLLC for the three months ended March 31, 2003
      and 2002 totaled $80,219 and $110,495, respectively.


                                       11
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2003
                                   (UNAUDITED)

(5)   RELATED PARTY TRANSACTION AND COMMITMENTS (CONTINUED)

      Portland Lofts entered into a management agreement with an unrelated party
      to manage the property for a fee of 3% of the gross receipts as defined in
      the agreement. The agreement expires July 1, 2003 and automatically renews
      thereafter on an annual basis, unless terminated earlier as provided for
      in the agreement.

      The Partnership engages Gunn Financial, Incorporated (GFI), an
      unaffiliated Massachusetts corporation, to provide accounting, asset
      management and investor services. GFI provides such services for an annual
      management fee of $54,000 plus reimbursement of all its costs of providing
      these services. The agreement expires on the earlier of June 30, 2006 or
      liquidation of the Partnership, as defined. For the three months ended
      March 31, 2003 and 2002, GFI was reimbursed $63,534 and $40,950,
      respectively, for operating costs.

      Effective April 1, 2001, the Partnership and TCAMP have committed to pay
      the principal of GFI $5,000 per month for direct mortgage services and
      operational management provided by him for TCAMP. The agreement continues
      in effect until such services are no longer rendered. For each of the
      three months ended March 31, 2003 and 2002, the principal of GFI was paid
      $15,000 for these services.

      On October 1, 2002, Portland Lofts entered into a contract for exterior
      building repairs and maintenance work. The work commenced on February 1,
      2003. The contract totals $443,711 (inclusive of change orders) and as of
      March 31, 2003, approximately 45% of the contract had been completed. As
      of March 31, 2003, $57,000 had been paid on this contract and $141,458 has
      been accrued and is included in accounts payable and accrued expenses at
      March 31, 2003. These amounts are expected to be paid from the cash
      reserves of Portland Lofts.

(6)   MINIMUM FUTURE RENTALS UNDER OPERATING LEASES

      Portland Lofts rents space to commercial tenants under operating leases of
      varying terms expiring through 2012. As of March 31, 2003, Portland Lofts
      had entered into twelve commercial leases covering 80% of the building's
      net rentable commercial space and five commercial month-to-month leases.
      For the three months ended March 31, 2003, three commercial tenants
      comprised approximately 46% of commercial rental income under
      noncancellable commercial leases.

      At March 31, 2003, minimum future rentals, excluding reimbursement of real
      estate taxes and certain operating expenses, to be received under
      noncancellable commercial leases are as follows:

<TABLE>
<CAPTION>
              Year Ending December 31,                 Amount
              ------------------------                 ------
<S>                                          <C>
                             2003                    $214,949
                             2004                     218,432
                             2005                     191,612
                             2006                     163,421
                             2007                     144,703
                          Thereafter                  269,885
</TABLE>

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

(7)   FAIR VALUE OF FINANCIAL INSTRUMENTS

      The carrying amounts of cash and cash equivalents, cash and cash
      equivalents security deposits, other assets, escrow deposits, accounts
      payable and accrued expenses, and security deposits at March 31, 2003
      approximate their fair values due to their short maturities. The fair
      value of the mortgage notes payable at March 31, 2003 approximate their
      carrying amount based on the interest rates available for similar
      financing arrangements. All financial instruments are held for non-trading
      purposes.


                                       12
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                 MARCH 31, 2003

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

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

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

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

      HPP'89 capitalizes as investment in real estate the initial acquisition of
      property and equipment and those expenditures incurred that extend the
      useful life of the related assets. Expenditures for maintenance and
      repairs, including major repairs and replacements made as part of a
      periodic maintenance program to restore the assets repaired to
      substantially original condition, are expensed as incurred. For the three
      months ended March 31, 2003, we did not expense any major repairs and/or
      replacements.

      HPP'89 reviews its long-lived assets, principally investment in real
      estate, for impairment whenever events or changes in circumstances
      indicate that the carrying value of the asset may not be recoverable. An
      impairment loss is required to be recognized if the sum of the expected
      future cash flows, undiscounted and excluding interest expense, from the
      use of the asset is less than the carrying value of the asset. For the
      three months ended March 31, 2003, we did not recognize an impairment
      loss.

Plan of Operation. The Partnership terminated its offering of Units on December
29, 1989, at which time Limited Partners had purchased 26,588 Units,
representing gross capital contributions of $26,588,000. Such amounts originally
contributed represent approximately 100% of the Limited Partners' capital
contributions after deduction of selling commissions, organizational and sales
costs, acquisition fees and reserves. The Partnership does not expect to make
any additional investments in new real estate; it will however invest cash flow
from the properties in normal repairs and maintenance.


                                       13
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                 MARCH 31, 2003
                                   (CONTINUED)

As of March 31, 2003, the Partnership had $354,955 of total cash and cash
equivalents. The Partnership's cash is used primarily to fund general and
administrative expenses of managing the public fund. The Partnership's only
source of short-term liquidity is distributions received from TCAMP and Portland
Lofts. The Partnership has sufficient cash to meet its short-term operating
needs. For each of the three months ended March 31, 2003 and 2002, Portland
Lofts distributed $39,000 to the Partnership. For the three months ended March
31, 2003, TCAMP distributed $247,500 to the Partnership.

The short-term liquidity of 402 Julia, TCAMP and Portland Lofts depends on their
ability to generate sufficient rental income to fund operating expenses and debt
service requirements. TCAMP, Portland Lofts and 402 Julia have stabilized
operations and TCAMP and Portland Lofts are expected to generate cash flow. For
the three months ended March 31, 2003, the Partnership contributed $280,000 to
Portland Lofts to fund part of the exterior building repairs explained below.

On October 1, 2002, Portland Lofts entered into a contract for exterior building
repairs and maintenance work. The work commenced on February 1, 2003. The
contract totals $443,711 (inclusive of change orders) and as of March 31, 2003,
approximately 45% of the work had been completed. As of March 31, 2003, $57,000
had been paid from Portland Lofts' cash reserves on this contract and $141,458
has been accrued and is included in accounts payable and accrued expenses at
March 31, 2003. The balance of the contract is expected to be paid from the cash
reserves of Portland Lofts.

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.

Management's Discussion and Analysis of Financial Condition and Results of
Operations. The Partnership accounts for its investment in 402 Julia using the
equity method of accounting. The consolidated financial statements as of and for
the three months ended March 31, 2003 and 2002 include the accounts and
transactions of the Partnership, TCAMP and Portland Lofts after the elimination
of all inter-company accounts and transactions.

The Partnership's allocable share of operating income and/or losses in 402 Julia
is 65.33%. For the three months ended March 31, 2003, 402 Julia recorded an
economic occupancy of 89% for its residential units and an economic occupancy of
100% for its commercial space for a combined economic occupancy of 91%. For the
three months ended March 31, 2002, 402 Julia recorded an economic occupancy of
97% for its residential units and an economic occupancy of 100% for its
commercial space for a combined economic occupancy of 97%. For the three months
ended March 31, 2003 and 2002, 402 Julia recorded net income (loss) of
approximately ($31,700) and $13,100, respectively, which include depreciation
and amortization for each of the three months ended March 31, 2003 and 2002 of
approximately $11,000.


                                       14
<PAGE>
          HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
          MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                MARCH 31, 2003
                                 (CONTINUED)

TCAMP operates in the competitive lowertown district of St. Paul, Minnesota.
TCAMP had an economic occupancy of 86% and 91%, respectively, for the three
months ended March 31, 2003 and 2002. TCAMP recorded a net loss of approximately
$45,100 for the three months ended March 31, 2003 which included depreciation
and amortization of approximately $142,900. For the three months ended March 31,
2002, TCAMP recorded a net loss of approximately $17,700 which included
depreciation and amortization of approximately $141,900.

For the three months ended March 31, 2003, Portland Lofts recorded an economic
occupancy of 84% for its residential units and an economic occupancy of 92% for
its commercial space for a combined economic occupancy of 86%. For the three
months ended March 31, 2002, Portland Lofts recorded an economic occupancy of
87% for its residential units and an economic occupancy of 91% for its
commercial space for a combined economic occupancy of 88%. For the three months
ended March 31, 2003, Portland Lofts recorded net income of approximately
$23,900 which included depreciation and amortization of approximately $57,800.
For the three months ended March 31, 2002, Portland Lofts recorded net income of
approximately $30,800 which included depreciation and amortization of
approximately $58,300.

HPP'89 recorded a net loss of approximately $140,800 for the three months ended
March 31, 2003 compared to a net loss of approximately $60,300 for the three
months ended March 31, 2002. The decrease was essentially caused by a decrease
in equity income (loss) of investee entity, a decrease in rental revenue,
increases in operating and administrative, utility and other operating expenses,
partially offset by a decrease in real estate taxes at TCAMP. Equity income
(loss) of investee entity decreased largely due to increases in bad debt and
painting expenses at 402 Julia. Rental revenue decreased primarily due to a
reduction in occupancy at TCAMP. Operating and administrative expenses increased
due to increases in partnership overhead expenses. Utility expenses increased
mainly due to increased natural gas usage at TCAMP. Other operating expenses
increased due to engineering work performed at Portland Lofts.


                                       15
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                 MARCH 31, 2003
                                   (CONTINUED)

                      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 real estate
and Investee Entity, are highly leveraged in view of the fact that each property
is subject to a long-term first mortgage loan. Operating expenses and rental
revenue of each property are subject to inflationary and other economic factors.
Low rates of inflation could result in slower rental rate increases, and to the
extent that these factors are outpaced by increases in property operating
expenses (which could arise as a result of general economic circumstances such
as an increase in the cost of energy or fuel, or from local economic
circumstances), the operations of the Partnership and its properties 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 property
operations. Although, to the extent rent increases are commensurable, the burden
imposed by the mortgage leverage is reduced with a favorable effect. Low levels
of new construction of similar projects and high levels of interest rates may
foster demand for existing properties through increasing rental income and
appreciation in value.

Item 3. Controls and Procedures.

The General Partner (performing similar functions of Chief Executive Officer and
Chief Financial Officer) and Robert Gunn (President of GFI, performing similar
functions of Financial Officer) have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of February 28, 2003 and
have determined there are sufficient internal controls in place for the
Partnership, TCAMP, Portland Lofts and 402 Julia to effectively report all
adjustments necessary in order to make the consolidated financial statements and
footnotes not misleading. Management has not made any changes to the internal
controls or in other factors that could significantly affect internal controls,
subsequent to the date of our most recent evaluation.


                                       16
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           PART II - OTHER INFORMATION
                                 MARCH 31, 2003


Item 1.    Legal Proceedings

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

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

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

Item 3.    Defaults Upon Senior Securities - Not applicable.

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

Item 5.    Other Information - Not applicable.

Item 6.    Exhibits and Reports on Form 8-K

           (a)   Exhibit 99 - General Partner's Certification Pursuant to 18
                 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.

           (b)   Exhibit 99 - Asset Manager's Certification Pursuant to 18
                 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.

           (c)   Reports on Form 8-K - None


                                       17
<PAGE>
            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   SIGNATURES

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

                     HISTORIC PRESERVATION PROPERTIES 1989
                             LIMITED PARTNERSHIP

                     By:   Boston Historic Partners Limited
                           Partnership, General Partner

                           By:   Portfolio Advisory Services,
                                 Inc., General Partner

Date:  May 9, 2003                     By: /s/Terrence P. Sullivan
                                           -----------------------------------
                                           Terrence P. Sullivan,
                                           President

                           and


Date:  May 9, 2003               By: /s/Terrence P. Sullivan
                                     -----------------------------------------
                                     Terrence P. Sullivan,
                                     General Partner


                                       18
<PAGE>
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Historic Preservation Properties 1989
LP (the Partnership) on Form 10-QSB for the quarter ended March 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report") the undersigned, in the capacities and on the date indicated below,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, that to the best of his
knowledge:

I, Terrence P. Sullivan, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Historic
      Preservation Properties 1989 Limited Partnership;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying person and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      (a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries and investee entity, is made known to us
            by others within those entities, particularly during the period in
            which this quarterly report is being prepared;

      (b)   evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of February 28, 2003, ("Evaluation Date"); and

      (c)   presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying person and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors:

      (a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      (b)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying person and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: May 9, 2003                      /s/ Terrence P. Sullivan
                                       --------------------------------------
                                       Terrence P. Sullivan
                                       General Partner
                                       (Performing similar functions of
                                       Chief Executive Officer and Chief
                                       Financial Officer)


                                       19
<PAGE>
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Historic Preservation Properties 1989
LP (the Partnership) on Form 10-QSB for the quarter ended March 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report") the undersigned, in the capacities and on the date indicated below,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, that to the best of his
knowledge:

I, Robert Gunn, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Historic
      Preservation Properties 1989 Limited Partnership;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying person and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      (a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries and investee entity, is made known to us
            by others within those entities, particularly during the period in
            which this quarterly report is being prepared;

      (b)   evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of February 28, 2003, ("Evaluation Date"); and

      (c)   presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying person and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors:

      (a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      (c)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying person and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date: May 9, 2003                      /s/ Robert Gunn
                                       --------------------------------------
                                       Robert Gunn
                                       Asset Manager
                                       (Performing similar functions of
                                       Financial Officer)


                                       20