<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

      For the quarter ended March 31, 2002
                            ------------------------------

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

      For the transition period from              to
                                     ------------    -------------

       Commission File Number 33-24129
                              -------------------------------------

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


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


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


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

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   FORM 10-QSB

                                 MARCH 31, 2002

                                TABLE OF CONTENTS



PART  I  -  FINANCIAL INFORMATION

         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                 7-13

         Management's Discussion and Analysis of Financial
                  Condition or Plan of Operation                        14-16

PART II  -  Other Information                                           17

              Signatures                                                18


<PAGE>



            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002
                                   (UNAUDITED)

<TABLE>
<S>                                                                 <C>

                                     ASSETS

INVESTMENT IN REAL ESTATE
     Land                                                           $  2,396,037
     Buildings and improvements                                       16,958,473
     Furniture and equipment                                             400,420
                                                                    ------------
                                                                      19,754,930
     Accumulated depreciation                                         (2,423,502)
                                                                    ------------
                                                                      17,331,428
                                                                    ------------

INVESTMENT IN INVESTEE ENTITY                                            475,055

CASH AND CASH EQUIVALENTS
     Real estate operating                                             1,272,059
     Partnership                                                         599,004
                                                                    ------------
                                                                       1,871,063
                                                                    ------------

CASH AND CASH EQUIVALENTS, SECURITY DEPOSITS                             145,829

OTHER ASSETS                                                             152,264
ESCROW DEPOSITS                                                          260,389
DEFERRED COSTS, less accumulated amortization of $90,568                 273,636
                                                                    ------------
                                                                    $ 20,509,664
                                                                    ============

                        LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
     Mortgage notes payable                                         $ 19,063,276
     Accounts payable and accrued expenses                               391,402
     Security deposits                                                   127,525
                                                                    ------------
              Total liabilities                                       19,582,203
                                                                    ------------

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                  1,149,522
     General Partner's Deficit                                          (222,061)
                                                                    ------------
              Total partners' equity                                     927,461
                                                                    ------------
                                                                    $ 20,509,664
                                                                    ============
</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, 2002 AND 2001
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                         2002                 2001
                                                      -----------           --------
<S>                                                   <C>                   <C>
REVENUE:
     Rental income                                    $ 1,045,038           $ 16,235
     Interest and other income                             22,875              5,769
                                                      -----------           --------
           Total revenue                                1,067,913             22,004
                                                      -----------           --------

EXPENSES:
     Operating and administrative                          83,169             71,358
     Property operating expenses:
           Payroll services                                87,620              1,314
           Utilities                                      104,329              2,047
           Real estate taxes                              101,784              1,953
           Other operating expenses                       199,087              2,623
       Depreciation and amortization                      200,190              2,858
                                                      -----------           --------
           Total expenses                                 776,179             82,153
                                                      -----------           --------

INCOME (LOSS) FROM OPERATIONS                             291,734            (60,149)

INTEREST EXPENSE                                          359,786              5,366

EQUITY IN INCOME (LOSS) OF INVESTEE ENTITIES                7,716             (4,087)
                                                      -----------           --------
NET LOSS                                              $   (60,336)          $(69,602)
                                                      ===========           ========
NET LOSS ALLOCATED TO GENERAL PARTNER                 $      (603)          $   (696)
                                                      ===========           ========
NET LOSS ALLOCATED TO LIMITED PARTNERS                $   (59,733)          $(68,906)
                                                      ===========           ========

NET LOSS PER UNIT OF
     INVESTOR LIMITED PARTNERSHIP
     INTEREST, BASED ON 26,588 UNITS
     ISSUED AND OUTSTANDING                           $     (2.25)          $  (2.59)
                                                      ===========           ========
</TABLE>



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

                                        4

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
                  FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2001


<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, 2000                   26,588          $ 1,517,734           $(218,342)          $ 1,299,392

  Net loss                                       --             (308,479)             (3,116)             (311,595)
                                             ------          -----------           ---------           -----------

BALANCE, December 31, 2001                   26,588            1,209,255            (221,458)              987,797

  Net loss (unaudited)                           --              (59,733)               (603)              (60,336)
                                             ------          -----------           ---------           -----------

BALANCE, March 31, 2002 (unaudited)          26,588          $ 1,149,522           $(222,061)          $   927,461
                                             ======          ===========           =========           ===========
</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, 2002 AND 2001
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                  2002                  2001
                                                                               -----------           -----------
<S>                                                                            <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                  $   (60,336)          $   (69,602)
     Adjustment to reconcile net loss to
       net cash provided by operating activities:
            Depreciation and amortization                                          200,190                 2,858
         Equity in income in Investee Entities (over) under
            distributions received                                                  (7,716)              215,442
         Decrease (increase) in other assets                                        32,048                (2,207)
         Increase (decrease) in accounts payable and accrued expenses               27,915               (16,633)
         Increase in security deposits, net                                            515                    --
                                                                               -----------           -----------
             Net cash provided by operating activities                             192,616               129,858
                                                                               -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Increase in escrow deposits, net                                              (88,480)                   --
     Cash provided by Investee Entities                                                 --               244,621
                                                                               -----------           -----------
             Net cash provided by (used in) investing activities                   (88,480)              244,621
                                                                               -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments of mortgage principal                                                (60,713)                   --
                                                                               -----------           -----------
             Cash used by financing activities                                     (60,713)                   --
                                                                               -----------           -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                           43,423               374,479

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   1,827,640               627,615
                                                                               -----------           -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                       $ 1,871,063           $ 1,002,094
                                                                               ===========           ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

         Cash paid for interest                                                $   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, 2002
                                   (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 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, 2002, 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, 2001.

         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. 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, 2002 include the accounts and transactions of the
         Partnership, TCAMP and Portland Lofts after the elimination of all
         intercompany accounts and transactions. The consolidated statements of
         operations and cash flows for the three months ended March 31, 2001
         include the accounts and transactions of the Partnership and TCAMP
         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, 2002, the
         minority interest in TCAMP has been reduced to zero and cumulative
         losses and other charges applicable to the minority interest which have
         been charged against HPP'89 total approximately $2,889.


                                       7
<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2002
                                   (UNAUDITED)


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         INVESTMENTS IN INVESTEE ENTITIES

         The Partnership accounts for its investments in its Investee Entities
         (Investee Entities) under the equity method. In general, under the
         equity method of accounting for investments, the investment is recorded
         at cost and the current allocable portion of earnings (losses) of an
         Investee Entity is recorded as income (loss) with a corresponding
         increase (decrease) to the investment account. The allocable portion of
         losses of an Investee Entity are not recorded after the respective
         investment account is reduced to zero. The allocable portion of
         earnings of an Investee Entity are not recorded until all previously
         unrecorded losses are absorbed.

         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.

         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,
         2002, cash equivalents totaled $1,635,330.

         At March 31, 2002, HPP'89 had $719,891 of cash and cash equivalents on
         deposit in a bank in excess of amounts insured by the Federal Deposit
         Insurance Corporation. Also at March 31, 2002, HPP'89 had $963,401 of
         Massachusetts's municipal money market funds which are not insured or
         guaranteed.

         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.



                                        8

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2002
                                   (UNAUDITED)


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         INCOME TAXES

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

         RECLASSIFICATIONS

         Certain amounts in the three months ended March 31, 2001, financial
         statements have been reclassified to conform to the three months ended
         March 31, 2002 presentation.

(3)      INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITIES

         During the three months ended March 31, 2001, the Partnership's
         allocable percentage of operating income and/or losses in the Investee
         Entities ranged from 50% to 99%. On March 30, 2001, the Partnership
         obtained unilateral control over the major operating and financial
         policies of TCAMP and obtained unilateral control over the major
         operating and financial policies of Portland Lofts at the close of
         business on December 31, 2001. The Investee Entity's (402 Julia)
         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 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.

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

         THE COSMOPOLITAN AT MEARS PARK, LLC (TCAMP) 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 and development of, real estate and interests therein.
         TCAMP owns a residential apartment complex containing 255 residential
         units and 2,200 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, 2002
                                   (UNAUDITED)


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

         The Partnership recorded a net loss of $62,952, (adjusted for
         consolidation) for the period January 1, 2001 through March 29, 2001
         from the TCAMP investment under the equity method of accounting. The
         Partnership received cash distributions of $172,500 from TCAMP for the
         three months ended March 31, 2001.

         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.

         For the three months ended March 31, 2001, the Partnership was
         allocated net income of $51,850 from Portland Lofts under the equity
         method of accounting. For each of the three months ended March 31, 2002
         and 2001, the Partnership received distributions from Portland Lofts of
         $39,000.

         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 3,500 net rentable square feet of
         commercial space located at 402 Julia Street, New Orleans, Louisiana.

         On September 16, 1993, HPP'89 sold one-third of its general partnership
         interest in 402 Julia to the developer general partner for $185,000.
         HPP'89's percentage of interest in 402 Julia was thereby reduced from
         98% to 65%. The terms of the sale require annual payments of $3,500
         through 2016 and a final payment of $4,500 in 2017. At March 31, 2002,
         the remaining uncollected payments total $57,000, which are secured by
         the interest sold to the developer general partner, and are included in
         other assets.

         HPP'89 recorded net income from the 402 Julia Investment of $8,529 and
         $7,828, respectively, under the equity method of accounting as well as
         amortization of $813 for the three months ended March 31, 2002 and
         2001.

         HPP'89's investment in its Investee Entity (402 Julia) at March 31,
         2002 is summarized as follows:


             Investment and advances made in cash                $ 775,000
             Evaluation and acquisition costs                       88,959
             Interest capitalization and other costs                39,615
             Net equity in loss of Investee Entity                (147,062)
             Amortization of certain costs                         (39,837)
             Sale of one third interest of Investee Entity        (241,620)
                                                                 ---------
                                                                 $ 475,055
                                                                 =========


                                       10

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2002
                                   (UNAUDITED)


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

         The summary balance sheet and summary statement of operations of the
         remaining Investee Entity (402 Julia) as of March 31, 2002 and summary
         combined statement of operations for the three months ended March 31,
         2001 are as follows. TCAMP's and Portland Loft's balance sheets have
         been consolidated with the Partnership at March 31, 2002 and the
         combined statement of operations for the three months ended March 31,
         2001 include 402 Julia, Portland Lofts, and the activity of TCAMP for
         the period of January 1, 2001 through March 29, 2001.

<TABLE>
<CAPTION>
                                  BALANCE SHEET
                                     ASSETS

<S>                                                                         <C>
Land                                                                        $  132,800
Buildings and  improvements (net of accumulated depreciation of $484,092)    1,097,479
Cash and cash equivalents                                                      259,979
   Other assets, less accumulated amortization of $15,740                       89,138
                                                                            ----------
           Total assets                                                     $1,579,396
                                                                            ==========

                        LIABILITIES AND PARTNERS' EQUITY

Liabilities
   Mortgage note payable                                                    $1,053,582
   Other liabilities                                                            49,139
                                                                            ----------
           Total liabilities                                                 1,102,721
                                                                            ----------

Partners' equity:
   HPP'89                                                                      412,918
   Other partners                                                               63,757
                                                                            ----------
           Total partners' equity                                              476,675
                                                                            ----------
              Total liabilities and partners' equity                        $1,579,396
                                                                            ==========
</TABLE>


                         SUMMARY STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND
                        COMBINED STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

<TABLE>
<CAPTION>
                                                  2002              2001
                                                -------          ----------
<S>                                             <C>              <C>
Revenue:
      Rental revenue                            $65,934          $1,121,695
      Interest and other income                   2,176              49,873
                                                -------          ----------
          Total revenue                          68,110           1,171,568
                                                -------          ----------
Expenses:
      Operating expenses                         26,455             460,529
      Depreciation and amortization              10,958             218,432
      Interest expense                           17,641             428,237
                                                -------          ----------
          Total expenses                         55,054           1,107,198
                                                -------          ----------

Net income from operations                      $13,056          $   64,370
                                                =======          ==========
Net income allocated to HPP'89                  $ 8,529          $   59,685
                                                =======          ==========
Net income allocated to other partners          $ 4,527          $    4,685
                                                =======          ==========
</TABLE>

As explained elsewhere in these notes to the consolidated financial statements,
the Partnership obtained controlling interests in TCAMP and Portland Lofts
during the year ended December 31, 2001.


                                       11

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2002
                                   (UNAUDITED)


(4)      MORTGAGE NOTE PAYABLE AND ESCROW DEPOSITS

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

         Portland Lofts' mortgage note 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 is secured by the
         property, rents and assignment of leases.

         As of March 31, 2002, annual maturities of the mortgage notes for the
         next five years are as follows:

                        Year Ending December 31,          Amount
                       ------------------------         ----------

                                  2002                  $  175,753
                                  2003                     255,887
                                  2004                     274,136
                                  2005                     299,519
                                  2006                   4,915,863

 (5)     RELATED PARTY TRANSACTION AND COMMITMENTS

         TCAMP entered into a management agreement with Claremont Management
         Corporation (CMC) to manage the property. The sole shareholder of CMC
         is related to the other member of TCAMP. The agreement expires on
         September 30, 2002 and automatically renews thereafter on an annual
         basis, unless terminated earlier as provided for in the agreement. The
         management agreement required the payment of a management fee through
         March 29, 2001 of 4% of gross receipts, as defined in the agreement,
         plus the reimbursement of all CMC's costs of providing these services.
         As of March 30, 2001, the management agreement was amended to adjust
         the rate to 3% of gross receipts. Management fees under the management
         agreement totaled $21,642 and $30,333, respectively, for the three
         months ended March 31, 2002 and 2001. Expense reimbursements to CMC for
         the three months ended March 31, 2002 and 2001 totaled $110,495 and
         $63,253, respectively.

         Portland Lofts has a month-to-month management agreement with an
         unrelated party to manage the property for a fee equal to 3% of gross
         receipts as defined in the agreement. The unrelated party also received
         leasing commissions equal to 5% of amounts due under commercial leases.

         Effective July 1, 1998, the Partnership engaged Gunn Financial,
         Incorporated (GFI), an unaffiliated Massachusetts corporation, to
         provide accounting, asset management and investor services. GFI
         provides such services for an annual management fee plus reimbursement
         of all its costs of providing these services. The agreement expires on
         the earlier of June 30, 2006 or liquidation of the Partnership, as
         defined. Through June 30, 2000, the annual fee was $63,000 and
         effective July 1, 2000, the annual fee was reduced to $54,000. For the
         three months ended March 31, 2002 and 2001, GFI was reimbursed $40,950
         and $50,555 respectively, for operating costs.

         Effective April 1, 2001, HPP'89 has 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 the three months ended
         March 31, 2002, the principal of GFI was paid $15,000 for these
         services.


                                       12

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                 MARCH 31, 2002
                                   (UNAUDITED)


(6)      MINIMUM FUTURE RENTALS UNDER OPERATING LEASES

         Portland Lofts rents space to commercial tenants under operating leases
         of varying terms expiring through 2005. As of March 31, 2002, Portland
         Lofts had entered into twelve commercial leases covering 77%
         (unaudited) of the building's net rentable commercial space, four
         commercial tenants under month-to-month leases and had two vacant
         spaces. The Partnership's largest commercial tenant occupies 23% of the
         commercial space at March 31, 2002, representing only 5.8% of the total
         square feet of the property.

         At March 31, 2002, minimum future rentals, excluding reimbursement of
         real estate taxes and certain operating expenses, to be received under
         noncancellable commercial leases for each of the next five years are as
         follows:

                Year Ending December 31,          Amount
                ------------------------         --------

                          2002                   $189,029
                          2003                    200,715
                          2004                    106,166
                          2005                     13,907
                          2006                      2,182

         The above amounts do not include additional rentals that will become
         due as a result of escalation provisions in the commercial leases.

         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, 2002
         approximate their fair values due to their short maturities. The fair
         value of the mortgage notes payable at March 31, 2002 approximate their
         carrying amount based on the interest rates available for similar
         financing arrangements. All financial instruments were held for
         non-trading purposes.



                                       13


<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION OR PLAN OF OPERATION
                                 MARCH 31, 2002


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.

LIQUIDITY AND CAPITAL RESOURCES. The Partnership terminated its offering of
Units on December 29, 1989, at which time Limited Partners had purchased 26,588
Units, representing gross capital contributions of $26,588,000. Such amounts
originally contributed represent approximately 100% of the Limited Partners'
capital contributions after deduction of selling commissions, organizational and
sales costs, acquisition fees and reserves. The Partnership does not expect to
make any additional investments in new real estate.

As of March 31, 2002, the Partnership had $599,004 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 from distributions received from TCAMP and
Portland Lofts. The Partnership has sufficient cash to meet its short-term
operating needs.

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. The
Partnership received distributions from Portland Lofts of $39,000 for each of
the three months ended March 31, 2002 and 2001. The Partnership received
distributions from TCAMP of $172,500 for the three months ended March 31, 2001.

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

RESULTS OF OPERATIONS. The Partnership accounts for its investment in 402 Julia
using the equity method of accounting. As of March 30, 2001, and as discussed
further in Note 3, TCAMP's accounts and transactions are consolidated with the
accounts and transactions of the Partnership. For the period of January 1, 2001
through March 29, 2001, the Partnership accounted for its investment in TCAMP
under the equity method of accounting. Through December 31, 2001, and as
discussed further in Note 3, the Partnership accounted for its investment in
Portland Lofts using the equity method of accounting. Effective the close of
business December 31, 2001, Portland Lofts' accounts are consolidated with the
accounts of the Partnership. The consolidated financial statements as of and for
the three months ended March 31, 2002 include the accounts and transactions of
the Partnership, TCAMP and Portland Lofts after the elimination of all
inter-company accounts and transactions. The consolidated statements of
operations and cash flows for the three months ended March 31, 2001 include the
accounts and transactions of the Partnership and TCAMP after the elimination of
all inter-company accounts and transactions.

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.




                                       14

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION OR PLAN OF OPERATION (CONTINUED)
                                 MARCH 31, 2002


The Partnership's allocable share of operating income and/or losses in 402 Julia
is 65.33%. 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, 2001, 402 Julia recorded an economic occupancy of
96% for its residential units and an economic occupancy of 100% for its
commercial space for a combined economic occupancy of 97%. 402 Julia has
benefited from a relatively strong New Orleans market and continues to record
stable operations. For the three months ended March 31, 2002 and 2001, 402 Julia
recorded net income of approximately $13,000 and $14,000, respectively which
included depreciation and amortization of approximately $11,000 for each of the
those quarters.

For the period of January 1, 2001 through March 29, 2001, the Partnership's
allocable share of operating income and/or losses in TCAMP was 50%. Effective
March 30, 2001, TCAMP's operating activity is consolidated with that of the
Partnership. TCAMP operates in the competitive lowertown district of St. Paul,
Minnesota. TCAMP has achieved stable occupancy and had an economic occupancy of
91% and 95%, respectively for the three months ended March 31, 2002 and 2001.
TCAMP recorded a net loss of approximately $18,000, which included depreciation
and amortization expense of approximately $142,000, for the three months ended
March 31, 2002. For the three months ended March 31, 2001 TCAMP recorded net
income of approximately $6,000 which included depreciation and amortization
expense of approximately $140,000. This decrease in net income is primarily a
result of a decrease in rental revenue, due to a decrease in occupancy for the
three months ended March 31, 2002 compared to the same period in 2001.

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, 2001, Portland Lofts recorded an economic occupancy of
94% for its residential units and an economic occupancy of 92% for its
commercial space for a combined economic occupancy of 93%. For the three months
ended March 31, 2002, Portland Lofts recorded net income of approximately
$31,000 which included depreciation and amortization of approximately $58,000.
For the three months ended March 31, 2001, Portland Lofts recorded net income of
approximately $52,000, which included depreciation and amortization expense of
approximately $71,000. This decrease is due to decreases in rental and parking
revenue, as a result of a decrease in occupancy, and an increase in local taxes,
offset by decreases in interest and depreciation expenses.

The Partnership recorded a net loss, of approximately $60,000 for the three
months ended March 31, 2002 compared to a net loss of approximately $70,000 for
the three months ended March 31, 2001. This decrease was primarily caused by the
following factors:

     A.   Rental income for the three months ended March 31, 2002 increased as
          compared to the three months ended March 31, 2001 as a result of the
          Partnership obtaining unilateral control over TCAMP and Portland Lofts
          during the year ended December 31, 2001. The consolidated statement of
          operations for the three months ended March 31, 2002 include the
          revenue of TCAMP and Portland Lofts for the period of January 1, 2002
          through March 31, 2002 compared to the consolidated statement of
          operations for the three months ended March 31, 2001 which include
          only the revenue of TCAMP for the period of March 30, 2001 through
          March 31, 2001.

     B.   Interest and other income increased for the three months ended March
          31, 2002 as compared to the three months ended March 31, 2001
          primarily as a result of the Partnership obtaining unilateral control
          over TCAMP and Portland Lofts during the year ended December 31, 2001.
          The consolidated statement of operations for the three months ended
          March 31, 2002 include the revenue of the Partnership, TCAMP and
          Portland Lofts for the period of January 1, 2002 through March 31,
          2002 compared to the consolidated statement of operations for the
          three months ended March 31, 2001 which includes the revenue of the
          Partnership for the period of January 1, 2001 through March 31, 2001
          and TCAMP for the period of March 30, 2001 through March 31, 2001.




                                       15

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION OR PLAN OF OPERATION (CONTINUED)
                                 MARCH 31, 2002

     C.   Operating and administrative expenses increased slightly for the three
          months ended March 31, 2002 as compared the three month ended March
          31, 2001, primarily as a result of increases in legal and professional
          fees.

     D.   Property operating expenses, depreciation, and interest expense for
          the three months ended March 31, 2002 increased as compared to the
          three months ended March 31, 2001 as a result of the Partnership
          obtaining unilateral control over TCAMP and Portland Lofts during the
          year ended December 31, 2001. The consolidated statement of operations
          for the three months ended March 31, 2002 include the activity of
          TCAMP and Portland Lofts for the period of January 1, 2002 through
          March 31, 2002 compared to the consolidated statement of operations
          for the three months ended March 31, 2001 which includes only the
          activity of TCAMP for the period of March 30, 2001 through March 31,
          2001.

     E.   Equity in income of Investee Entities increased for the three months
          ended March 31, 2002 as compared to the three months ended March 31,
          2001 as a result of the Partnership obtaining unilateral control over
          TCAMP and Portland Lofts during the year ended December 31, 2001.
          Equity in income of Investee Entities for the three months ended March
          31, 2002 includes only the Partnership's allocable share of operating
          income from 402 Julia. Equity in income of Investee Entities for the
          three months ended March 31, 2001 includes the Partnership's allocable
          share of operating income from 402 Julia and Portland Lofts for the
          period of January 1, 2001 through March 31, 2001 and the allocable
          share of operating income from TCAMP for the period of January 1, 2001
          through March 29, 2001.

                      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, 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
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 insurance rates, 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 operations of
the properties. 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.


                                       16

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           PART II - OTHER INFORMATION
                                 MARCH 31, 2002


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 - 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



                                       17

<PAGE>


            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   SIGNATURES

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


                               HISTORIC PRESERVATION PROPERTIES 1989
                                        LIMITED PARTNERSHIP


                               By:  Boston Historic Partners Limited
                                    Partnership, General Partner


                                    By:  Portfolio Advisory Services,
                                         Inc., General Partner

Date:  May 13, 2002                         By: /s/ Terrence P. Sullivan
       ------------                             ------------------------
                                                Terrence P. Sullivan,
                                                President

                                    and


Date:  May 13, 2002                         By: /s/ Terrence P. Sullivan
       ------------                             ------------------------
                                                Terrence P. Sullivan,
                                                General Partner



                                       18