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 June 30, 2000 or [ ] Transition
Report  Pursuant to Section 13 or 15(d) of the Securities  Exchange Act of
1934

For the transition period from              to

Commission File Number 33-24129

Historic Preservation Properties 1989 Limited Partnership
(Exact Name of 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,  Boston,  Massachusetts        02109
(Address of Principal Executive Offices)    (Zip Code)

Issuer's Telephone Number, Including Area Code (617) 338-6900























            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   FORM 10-QSB

                                  JUNE 30, 2000

                                TABLE OF CONTENTS







PART  I  -  FINANCIAL INFORMATION

         Financial Statements

              Balance Sheets                                              3

              Statements of Operations                                    4

              Statements of Partners' Equity (Deficit)                    5

              Statements of Cash Flows                                    6

              Notes to Financial Statements                            7-12

          Management's Discussion and Analysis of Financial
                  Condition or Plan of Operation                      13-14

PART II  -  Other Information                                            15

              Signatures                                                 16










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



                                     ASSETS

<TABLE>
                                                                                             2000                     1999

                                                                                   --------------------     --------------------
<CAPTION>
                                                                                          (Unaudited)

<S>                                                                                       <C>                       <C>
INVESTMENTS IN INVESTEE ENTITIES                                                           $   4,048,476            $   4,060,681
     Less reserve for realization of investments
       In Investee entity                                                                     (3,469,267)              (3,469,267)
                                                                                      --------------------     --------------------
                                                                                                 579,209                  591,414

CASH EQUIVALENTS                                                                                 570,879                  476,949
OTHER ASSETS                                                                                      64,000                   64,000
                                                                                      --------------------     --------------------


                                                                                           $   1,214,088           $    1,132,363
                                                                                      ====================     ====================


                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
     Accounts payable and accrued expenses                                                   $    31,539             $     43,686
                                                                                      --------------------     --------------------

              Total liabilities                                                                   31,539                   43,686
                                                                                      --------------------     --------------------

COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)

PARTNERS' EQUITY
     Limited Partners' Equity - Units of  Investor Limited
         Partnership Interest, $1,000 stated value
         per Unit-Issued and outstanding 26,588 units                                          1,402,059                1,309,126
     General Partner's Deficit                                                                  (219,510)                (220,449)
                                                                                      --------------------     --------------------

              Total partners' equity                                                           1,182,549                1,088,677
                                                                                      --------------------    ---------------------

                                                                                           $   1,214,088            $   1,132,363
                                                                                      ====================     ====================

</TABLE>

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

                                        3
<PAGE>

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

<TABLE>

<CAPTION>
                                                                  Three Months                             Six Months
                                                                  Ended June 30,                         Ended June 30,
                                                      ---------------- -- ---------------      ---------------------------------
                                                           2000                1999                 2000                1999
                                                      ----------------    ---------------      ---------------     ---------------
<S>                                                       <C>                <C>                  <C>                <C>
REVENUES:
      Interest and other income                            $   7,723          $   1,294            $  13,510          $   3,152
                                                       --------------     ---------------      ---------------     ---------------

EXPENSES:
     Operating and administrative                             76,073             57,892              160,433            115,790
                                                      ----------------    ---------------      ---------------     ---------------

LOSS FROM OPERATIONS                                         (68,350)           (56,598)            (146,923)          (112,638)

EQUITY IN INCOME OF
     INVESTEE ENTITIES                                       115,100            107,374              240,795            220,015
                                                      ----------------    ---------------      ---------------     ---------------

NET INCOME                                                 $  46,750          $  50,776            $  93,872          $ 107,377
                                                      ================    ===============      ===============     ===============

NET INCOME ALLOCATED
     TO GENERAL PARTNER                                     $    468           $    508             $    939           $  1,074
                                                      ================    ================     ===============     ===============

NET INCOME ALLOCATED
     TO LIMITED PARTNERS                                   $  46,282          $  50,268            $  92,933          $ 106,303
                                                      ================    ================     ===============     ===============

NET INCOME PER UNIT OF
     INVESTOR LIMITED PARTNERSHIP
     INTEREST, BASED ON 26,588 UNITS
     ISSUED AND OUTSTANDING                                 $   1.74          $   1.89              $   3.49           $   4.00
                                                      ================    ===============      ===============     ===============
</TABLE>

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

                                        4

<PAGE>

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

<TABLE>
<CAPTION>

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


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


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


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


  Net Income (unaudited)                                      -             92,933                  939                 93,872
                                                  --------------    -----------------    ----------------    ------------------


BALANCE, June 30, 2000 (unaudited)                       26,588        $ 1,402,059          $  (219,510)          $  1,182,549
                                                  ==============    =================    ================    ==================
</TABLE>


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

                                        5

<PAGE>

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

<TABLE>
<CAPTION>

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

<S>                                                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                         $   93,872           $   107,377
     Adjustment to reconcile net income to
       net cash provided by (used in) operating activities:
         Equity in income in investee entities over (under)
            distributions received                                                          12,205              (142,015)
         Decrease in accounts payable and accrued expenses                                 (12,147)               (8,618)
                                                                                  ------------------     -----------------
              Net cash provided by (used in) operating activities                           93,930               (43,256)
                                                                                  ------------------     -----------------

NET INCREASE (DECREASE) IN CASH EQUIVALENTS                                                 93,930               (43,256)

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

CASH EQUIVALENTS, END OF PERIOD                                                        $   570,879            $  127,725
                                                                                  ==================     =================
</TABLE>



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

                                        6

<PAGE>

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


(1)      Organization and General Partner - BHP

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

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

(2)      Basis of Presentation

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

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

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

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

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

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

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


                                        7

<PAGE>

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


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

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

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

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

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

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

         402  Julia  Street  Associates  Limited  Partnership  (402  Julia) is a
         Delaware  limited  partnership  formed  on July  25,  1989 to  acquire,
         construct,  rehabilitate,  operate and manage a 19,000 square foot site
         and the building situated thereon and to rehabilitate the building into
         24 residential units and  approximately  3,500 net rentable square feet
         of commercial  space located thereon at 402 Julia Street,  New Orleans,
         Louisiana.  During the six months  ended June 30,  2000,  the  economic
         occupancy of its residential  units was 95% and the economic  occupancy
         for its commercial space was 100% for a combined economic  occupancy of
         96%.

         HPP'89 originally  contributed $775,000 to the capital of 402 Julia and
         owns  a  general  partnership   interest  therein.   HPP'89's  original
         investment in 402 Julia  represented  approximately 4% of the aggregate
         amount  which  HPP'89  has  contributed  to the  capital  of its  three
         Investee  Entities acquired in 1989 and to purchase its direct interest
         in the Cosmopolitan Building.



                                        8

<PAGE>

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


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

         On September 16, 1993, HPP'89 sold one-third of its general partnership
         interest in 402 Julia to the  developer  general  partner for $185,000.
         HPP'89's  percentage of interest in 402 Julia was thereby  reduced from
         98% to 65%.  The  terms of the sale  required  an  initial  payment  of
         $100,000,  which was received in September  1993,  and requires  annual
         payments of $3,500  through 2016 and a final payment of $4,500 in 2017.
         At June 30, 2000 and  December  31,  1999,  the  remaining  uncollected
         payments total  $64,000,  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 $14,302 and
         $9,267, respectively,  for the six months ended June 30, 2000 and 1999,
         as well as amortization of $1,626 for each of the six months ended June
         30, 2000 and 1999.

         Portland Lofts  Associates  Limited  Partnership  (Portland Lofts) is a
         Delaware  limited  partnership  formed on  August  8, 1989 to  acquire,
         construct,  rehabilitate, operate and manage three buildings containing
         89  residential  units and 29,250  square  feet of ground  floor  space
         useable as either commercial space or as home/studio space for artists,
         located at 555 Northwest  Park Avenue in Portland,  Oregon.  During the
         six  months  ended  June  30,  2000,  the  economic  occupancy  of  its
         residential units was 87% and the economic occupancy for its commercial
         space was 93% for a combined economic occupancy of 88%.

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

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

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

         Generally, under the equity method of accounting, an investment may not
         be carried below zero. Also, all prior cumulative  unrecorded losses of
         an  investment  must be taken into account in recording  the balance of
         such  investment.  As of June 30,  2000,  the net  cumulative  activity
         produced by the Portland Lofts  investment since inception has resulted
         in a net cumulative  unrecorded loss. For the six months ended June 30,
         2000 HPP'89 was allocated  net income of $15,062 from  Portland  Lofts,
         thereby as of June 30, 2000 the cumulative  unrecorded loss relating to
         the Portland Lofts investment totaled $25,139. For the six months ended
         June 30, 1999, HPP'89 was allocated a net loss of $12,228 from Portland
         Lofts.

         For each of the six  months  ended  June  30,  2000  and  1999,  HPP'89
         received  distributions  of $78,000 from the Portland Lofts  investment
         and such  distributions  were  recorded as equity in income of investee
         entities.


                                        9

<PAGE>

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


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

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

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

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

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

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

         HPP'89  recorded net income of $150,119 and $134,375 for the six months
         ended June 30, 2000 and 1999, respectively,  from the TCAMP Investment.
         HPP'89 received cash  distributions  of $175,000 from TCAMP for the six
         months ended June 30, 2000. As of June 30, 2000,  HPP'89 has $48,485 of
         undistributed cumulative earnings from the TCAMP investment.

         The equity in income of Investee Entities reflected in the accompanying
         statements  of operations  include  income of $242,421 and $221,641 for
         the six  months  ended  June  30,  2000  and  1999,  respectively,  and
         amortization of certain costs of $1,626,  for the six months ended June
         30, 2000 and 1999, respectively.

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



                                       10

<PAGE>

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


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

<TABLE>
<CAPTION>

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

<S>                                                                     <C>                         <C>
         Investment and advances made in cash                           $    4,880,288              $   4,880,288
         Evaluation and acquisition costs                                      835,709                    835,709
         Interest capitalization and other costs                                39,615                     39,615
         Net equity in loss of Investee Entities                              (240,710)                  (483,131)
         Reserves for realization of investments                            (3,469,267)                (3,469,267)
         Amortization of certain costs                                         (54,606)                   (52,980)
         Distributions received from Investee Entities                      (1,170,200)                  (917,200)
         Sale of one third interest of Investee Entity                        (241,620)                  (241,620)
                                                                   ---------------------      ---------------------

                                                                         $     579,209              $     591,414
                                                                   =====================      =====================
</TABLE>

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

<TABLE>
<CAPTION>
                             COMBINED BALANCE SHEETS
                                     ASSETS

                                                                           2000                    1999
                                                                     ------------------     -------------------
                                                                                                (Audited)
<S>                                                                    <C>                      <C>
         Buildings and improvements, (net of accumulated
             Depreciation; $4,276,543, 2000; $4,004,320, 1999)          $   14,684,729           $  14,878,362
         Land                                                                2,041,326               2,041,326
         Other assets (net of accumulated amortization;
             $201,625, 2000; $174,866, 1999)                                   392,117                 437,574
         Cash and cash equivalents                                             429,011                 453,186
                                                                     ------------------     -------------------

                  Total assets                                          $   17,547,183          $   17,810,448
                                                                     ==================     ===================

                        LIABILITIES AND PARTNERS' EQUITY

                                                                           2000                    1999
                                                                     ------------------     -------------------
               Liabilities:
               Mortgage and notes payable                               $   13,051,681          $   13,151,807
               Other liabilities                                               623,958                 687,191
                                                                     ------------------      ------------------

               Total liabilities                                            13,675,639              13,838,998
                                                                     ------------------      ------------------

               Partners' equity:
               HPP'89                                                        2,720,557               2,794,074
               Other partners                                                1,150,987               1,177,376
                                                                     ------------------      ------------------
               Total partners' equity                                        3,871,544               3,971,450
                                                                     ------------------      ------------------

                     Total liabilities and partners' equity             $   17,547,183          $   17,810,448
                                                                     ==================      ==================
</TABLE>

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


                                       11

<PAGE>

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


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



                        COMBINED STATEMENTS OF OPERATIONS


<TABLE>
                                                                                 2000                 1999
<CAPTION>

                                                                          -------------------    ----------------

        <S>                                                                  <C>                  <C>
         Revenue:
                 Rental revenue                                                $  2,122,500        $  2,044,719
                 Interest and other income                                           45,036              39,808
                                                                          -------------------    ----------------
                                                                                  2,167,536           2,084,527
                                                                          -------------------    ----------------

         Expenses:
               Interest expense                                                     596,017             606,426
               Depreciation and amortization                                        298,983             298,370
               Operating expenses                                                   935,191             909,149
                                                                          -------------------    ----------------
                                                                                  1,830,191           1,813,945
                                                                          -------------------    ----------------


          Net income from operations                                           $    337,345         $   270,582
                                                                          ===================    ================
          Net income allocated to HPP'89                                       $    179,484         $   131,412
                                                                          ===================    ================
          Net income allocated to other partners                               $    157,861         $   139,170
                                                                          ===================    ================
</TABLE>

(4)      Commitments and Subsequent Event

         Effective July 1, 1998,  HPP'89 engaged Gunn Financial,  Inc. (GFI), an
         unaffiliated  Massachusetts corporation,  to provide accounting,  asset
         management  and investor  services.  GFI provides  such services for an
         annual management fee plus  reimbursement of all its costs of providing
         these  services.  Through  June 30,  2000 the annual  fee was  $63,000,
         however,  effective  July 1, 2000 the  annual  fee shall be  reduced to
         $54,000.  The  agreement  expires on the  earlier  of June 30,  2006 or
         liquidation of the  Partnership,  as defined.  For the six months ended
         June 30,  2000 and 1999,  GFI was  reimbursed  $80,103  and $61,824 for
         operating costs, respectively.

 (5)     Fair Value of Financial Instruments

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


                                       12

<PAGE>

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


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

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

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

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

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

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

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

Jenkins  Court  was a  174,000  square  foot  building  located  in  Jenkintown,
Pennsylvania  leased to office  and  retail  tenants.  Jenkins  Court  filed for
protection  under  Chapter 11 Federal  Bankruptcy  laws on November 23, 1994. On
August 31, 1995,  after  maximum  vesting of the  remaining  Rehabilitation  Tax
Credits had been achieved for 1995,


                                       13

<PAGE>

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


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

As of June 30, 2000, the Partnership  had $570,879 of total cash.  HPP'89's cash
is used  primarily to fund general and  administrative  expenses of managing the
public  fund.  The  Partnership's  only source of  short-term  liquidity is from
distributions  received  from  Investee  Entities.  The  Partnership  expects to
continue to fund its expenses with cash flow  distributions  from Portland Lofts
and TCAMP.

The short-term  liquidity of the Investee  Entities  depends on their ability to
generate  sufficient  rental income to fund operating  expenses and debt service
requirements. TCAMP, Portland Lofts and 402 Julia have stabilized operations and
TCAMP and Portland  Lofts are expected to generate  cash flow.  The  Partnership
received distributions from Portland Lofts of $78,000 for each of the six months
ended June 30, 2000 and 1999. The Partnership received  distributions from TCAMP
of $175,000 for the six months ended June 30, 2000.

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

Results of Operations.  The  Partnership  recorded net income,  under  generally
accepted accounting  principles,  of $46,750 for the three months ended June 30,
2000,  compared  to net income of $50,776  for the three  months  ended June 30,
1999.  This decrease in net income is  attributable  to an increase in operating
and  administrative  expenses of  approximately  $18,200  offset by increases in
equity  income of investee  entities of  approximately  $7,700 and  interest and
other income of $6,400. The increase in equity in income of investee entities is
due to the  operating  activity from TCAMP.  HPP'89's  allocated net income from
TCAMP  increased  for the three months  ended June 30, 2000,  as compared to the
same period in 1999, due to increases in rental income, as a result of increased
rental  rates,  and  newly  assessed  parking  income  offset  by  increases  in
professional and management fees and repair and maintenance expenses.  Operating
and  administrative  expenses increased for the three months ended June 30, 2000
compared to the three  months  ended June 30, 1999  mainly due to  increases  in
overhead  costs and  professional  fees.  These  professional  fees consisted of
approximately $10,700 of nonrecurring third party costs and approximately $2,500
for additional SEC financial review requirements.

The  Partnership  recorded  net  income,  under  generally  accepted  accounting
principles,  of $93,872 for the six months ended June 30, 2000,  compared to net
income of $107,377 for the six months ended June 30, 1999.  This decrease in net
income is attributable to an increase in operating and  administrative  expenses
of  approximately  $44,600  offset by  increases  in equity  income of  investee
entities of approximately $20,800 and interest and other income of approximately
$10,400.  The  increase in equity in income of  investee  entities is due to the
operating  activities  from TCAMP and 402 Julia  Street.  HPP'89  allocated  net
income from TCAMP increased by approximately  $15,700,  for the six months ended
June 30, 2000 as compared to the same period in 1999, due to increases in rental
income, as a result of increased rental rates, and newly assessed parking income
offset by a decrease in furniture rental income and increases in management fees
and repair and maintenance expenses.  HPP'89 allocated net income from 402 Julia
increased  by  approximately  $5,000  for the six months  ended  June 30,  2000,
compared to the same period in 1999,  primarily due to increased  rental income.
Operating and  administrative  expenses  increased for the six months ended June
30,  2000,  compared to the same period in 1999,  due to  increases  in overhead
costs,  legal and professional fees. These legal and professional fees consisted
of  approximately  $21,500 of nonrecurring  third party costs and  approximately
$5,100 for additional SEC financial review requirements.

                                       14

<PAGE>

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


Item 1.           Legal Proceedings

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

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

Item 2.           Changes in Securities - Not applicable.

Item 3.           Defaults Upon Senior Securities - Not applicable.

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

Item 5.           Other Information - Not applicable.

Item 6.           Exhibits and Reports from Form 8-K

                  (a)      Exhibits - None.

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



                                       15

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   SIGNATURES


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

                               HISTORIC PRESERVATION PROPERTIES 1989
                               LIMITED PARTNERSHIP

                               By: Boston Historic Partners Limited Partnership
                                   General Partner

                                   By: Portfolio Advisory Services, Inc.
                                       General Partner

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

                                   and


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



                                       16