<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      For the quarterly period ended June 30, 2005

                        or

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

      For the transition period from ______________to___________

Commission File Number 33-24129

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

                                    Delaware
                                    --------
         (State or Other Jurisdiction of Incorporation or Organization)

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

         21 Custom House Street, Suite 440, Boston, Massachusetts 02110
        ----------------------------------------------------------------
                    (Address of Principal Executive Offices)

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No________

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

Check whether the registrant filed all documents and reports required to be
filed by Section 12 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

Yes_________ No________

                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:___________
Transitional Small Business Disclosure Format (Check one):
Yes_________ No________

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   FORM 10-QSB

                                  JUNE 30, 2005

                                TABLE OF CONTENTS

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

Item 1. Financial Statements

            Consolidated Balance Sheet                                  3

            Consolidated Statements of Operations                       4

            Consolidated Statements of Partners' Equity (Deficit)       5

            Consolidated Statements of Cash Flows                       6

            Notes to Consolidated Financial Statements                 7-11

Item 2. Management's Discussion and Analysis
             or Plan of Operation                                      12-14

Item 3. Controls and Procedures                                        14

PART II - Other Information                                            15

Signatures                                                             16
</TABLE>

<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2005
                                   (UNAUDITED)

                                     ASSETS

<TABLE>
<S>                                                               <C>
INVESTMENT IN REAL ESTATE
   Land                                                           $  528,100
   Buildings and improvements                                      6,715,349
                                                                  ----------
                                                                   7,243,449
   Accumulated depreciation                                       (2,618,471)
                                                                  ----------
                                                                   4,624,978
                                                                  ----------

INVESTMENT IN INVESTEE ENTITY                                        471,228
                                                                  ----------
CASH AND CASH EQUIVALENTS
   Real estate operating                                             250,018
   Partnership                                                       599,562
                                                                  ----------
                                                                     849,580
                                                                  ----------

CASH, SECURITY DEPOSITS                                               23,879

OTHER ASSETS                                                         178,572
DEFERRED COSTS, less accumulated amortization of $85,266               9,474
                                                                  ----------

                                                                  $6,157,711
                                                                  ==========
</TABLE>

                        LIABILITIES AND PARTNERS' EQUITY

<TABLE>
<S>                                                               <C>
LIABILITIES
   Mortgage note payable                                          $4,805,883
   Accounts payable and accrued expenses                              81,664
   Security deposits                                                  23,879
                                                                  ----------

           Total liabilities                                       4,911,426
                                                                  ----------
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                 1,465,158
   General Partner's Deficit                                        (218,873)
                                                                  ----------

           Total partners' equity                                  1,246,285
                                                                  ----------

                                                                  $6,157,711
                                                                  ==========
</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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                             Three Months                   Six Months
                                            Ended June 30,                Ended June 30,
                                          2005            2004          2005          2004
                                       ----------     ----------     ----------     ---------
<S>                                    <C>            <C>            <C>            <C>
REVENUE:
     Rental income                     $  350,136     $  341,594     $  690,517     $ 683,247
     Interest and other income              4,932          4,438         13,743        11,717
                                       ----------     ----------     ----------     ---------
           Total revenue                  355,068        346,032        704,260       694,964
                                       ----------     ----------     ----------     ---------
EXPENSES:
     Operating and administrative         102,357        100,215        213,412       213,817
     Property operating expenses:
           Payroll services                19,139         18,983         38,376        37,731
           Utilities                       18,840         14,643         38,035        36,255
           Real estate taxes               12,052         11,877         24,103        23,754
           Other operating expenses       100,626         73,093        237,905       142,178
     Depreciation and amortization         59,692         59,892        119,384       119,784
                                       ----------     ----------     ----------     ---------
           Total expenses                 312,706        278,703        671,215       573,519
                                       ----------     ----------     ----------     ---------
INCOME FROM OPERATIONS                     42,362         67,329         33,045       121,445

INTEREST EXPENSE                         (108,382)      (111,276)      (217,499)     (223,180)

EQUITY IN INCOME  (LOSS) OF
  INVESTEE ENTITY                           3,913          6,844         (1,917)       11,702
                                       ----------     ----------     ----------     ---------
LOSS FROM CONTINUING OPERATIONS           (62,107)       (37,103)      (186,371)      (90,033)

DISCONTINUED OPERATIONS, LOSS
 FROM OPERATIONS OF DISCONTINUED
 COMPONENT (NOTE 3)                             -        (15,842)             -       (54,006)
                                       ----------     ----------     ----------     ---------
NET LOSS                               $  (62,107)    $  (52,945)    $ (186,371)    $(144,039)
                                       ==========     ==========     ==========     =========
NET LOSS ALLOCATED
  TO GENERAL PARTNER                   $     (621)    $     (529)    $   (1,864)    $  (1,440)
                                       ==========     ==========     ==========     =========
NET LOSS ALLOCATED
  TO LIMITED PARTNERS                  $  (61,486)    $  (52,416)    $ (184,507)    $(142,599)
                                       ==========     ==========     ==========     =========
NET LOSS PER UNIT OF
  INVESTOR LIMITED PARTNERSHIP
  INTEREST, BASED ON 26,588 UNITS
  ISSUED AND OUTSTANDING:
       Continuing operations           $    (2.31)    $    (1.38)    $    (6.94)    $   (3.35)
                                       ==========     ==========     ==========     =========
       Discontinued operations         $        -     $     (.59)    $        -     $   (2.01)
                                       ==========     ==========     ==========     =========
</TABLE>

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

                                       4
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
              CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                   FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2004

<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, 2003                 26,588     $  399,938     $ (229,633)    $   170,305

   Net income                                   -      1,249,727         12,624       1,262,351
                                       ----------     ----------     ----------     -----------
BALANCE, December 31, 2004                 26,588      1,649,665       (217,009)      1,432,656

   Net loss (unaudited)                         -       (184,507)        (1,864)       (186,371)
                                       ----------     ----------     ----------     -----------
BALANCE, June 30, 2005 (unaudited)         26,588     $1,465,158     $ (218,873)    $ 1,246,285
                                       ==========     ==========     ==========     ===========
</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 SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        2005             2004
                                                                     -----------     -----------
<S>                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                        $  (186,371)    $  (144,039)
     Adjustments to reconcile net loss to net cash
       provided by (used in) operating activities:
         Depreciation                                                    114,647         320,030
         Amortization                                                      4,737          18,376
         Equity in (income) loss of Investee Entity                        1,917         (11,701)
         Decrease (increase) in other assets                             (19,143)         41,871
         Decrease in accounts payable and accrued expenses               (47,173)        (30,351)
         Increase in security deposits, net                                    -           6,461
                                                                     -----------     -----------
             Net cash provided by (used in) operating activities        (131,386)        200,647
                                                                     -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital Expenditures - building improvements                              -         (22,186)
     Increase in escrow deposits, net                                          -         (51,589)
     Change in other assets                                              (26,849)              -
                                                                     -----------     -----------
             Cash used in investing activities                           (26,849)        (73,775)
                                                                     -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments of mortgage principal                                      (65,240)       (134,353)
                                                                     -----------     -----------
             Cash used in financing activities                           (65,240)       (134,353)
                                                                     -----------     -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                               (223,475)         (7,481)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                         1,073,055       1,026,944
                                                                     -----------     -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                             $   849,580     $ 1,019,463
                                                                     ===========     ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

         Cash paid for interest                                      $   217,988     $   707,493
                                                                     ===========     ===========
</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
                                  JUNE 30, 2005
                                   (UNAUDITED)

(1)   ORGANIZATION AND GENERAL PARTNER - BHP

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

      Boston Historic Partners Limited Partnership (BHP), a Massachusetts
      limited partnership, is the general partner of the Partnership. BHP was
      formed in November 1986 for the purpose of organizing, syndicating and
      managing publicly offered real estate limited partnerships (Public
      Rehabilitation Partnerships). As of June 30, 2005, 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 the
      Partnership's Form 10-KSB for the year ended December 31, 2004.

      Principles of Consolidation

      Effective October 1, 2004, the Partnership sold its 99% membership
      interest in The Cosmopolitan at Mears Park, LLC (TCAMP), a Delaware
      limited liability company.

      The consolidated financial statements as of and for the three and six
      months ended June 30, 2005 include the accounts and transactions of the
      Partnership and Portland Lofts Associates Limited Partnership (Portland
      Lofts) after elimination of all inter-company accounts. The consolidated
      statements of operations for the three and six months ended, and the
      consolidated statement of cash flows for the six months ended, June 30,
      2004 include the transactions of the Partnership, Portland Lofts and TCAMP
      after the elimination of all intercompany transactions. The consolidated
      statement of partners' equity (deficit) for the year ended December 31,
      2004 includes the transactions of the Partnership and Portland Lofts for
      the twelve months ended December 31, 2004 and the transactions of TCAMP
      for the nine months ended September 30, 2004 (through the date of sale of
      interest in TCAMP) after the elimination of all inter-company
      transactions.

      Investment in Investee Entity

      The Partnership accounts for its investment in 402 Julia Street Associates
      Limited Partnership (Investee Entity) under the equity method. In general,
      under the equity method of accounting for investments, the investment is
      recorded at cost and the current allocable portion of earnings (losses) of
      an investee entity is recorded as income (loss) with a corresponding
      increase (decrease) to the investment account. The allocable portion of
      losses of an investee entity is not recorded after the respective
      investment account is reduced to zero. The allocable portion of earnings
      of an investee entity is not recorded until all previously unrecorded
      losses are absorbed. Distributions received are recorded as reductions to
      the investment account.

      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).

                                       7
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2005
                                   (UNAUDITED)

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Use of Estimates

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

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

      Real Estate and Depreciation

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

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

      HPP'89 reviews property and equipment held and used for impairment
      whenever events or changes in circumstances indicate that the carrying
      value of the asset may not be recoverable. An impairment loss is
      recognized if the sum of the expected future cash flows, undiscounted and
      excluding interest expense, from the use of the asset is less than the
      carrying value of the asset.

      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 June 30, 2005,
      cash equivalents totaled $773,800.

      At June 30, 2005, HPP'89 had $651,715 of cash and cash equivalents on
      deposit in banks in excess of amounts insured by the Federal Deposit
      Insurance Corporation. Also at June 30, 2005, HPP'89 had $36,769 of
      Massachusetts' municipal money market funds, which are not insured or
      guaranteed.

      Deferred Costs

      Deferred costs relating to the mortgage note are amortized on a
      straight-line basis over its term.

      Revenue Recognition

      Revenue under short-term operating leases and month-to-month arrangements
      is recorded when due. Revenue under under non-cancelable commercial leases
      is recorded on a straight-line basis over the term of the lease. In most
      cases, management expects that in the normal course of business, leases
      will be renewed or replaced by other leases.

      Income Taxes

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

                                       8
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2005
                                   (UNAUDITED)

(3)   INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITY, AND DISCONTINUED
      OPERATIONS

      The Investee Entity's 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, the Investee Entity has entered into various agreements with its
      local general partner (or its affiliates), to provide development,
      management and other services, for which the local general partner (or its
      affiliates), are paid fees by 402 Julia Street Associates Limited
      Partnership.

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

      THE COSMOPOLITAN AT MEARS PARK, LLC (TCAMP), a Limited Liability Company,
      was formed on March 15, 1996, under the Delaware Limited Liability Company
      Act. The purpose of TCAMP was to engage in investment in, and operation
      of, real estate. TCAMP owned a residential apartment complex containing
      255 residential units and approximately 2,250 square feet of commercial
      space located at 250 6th Street, St. Paul, Minnesota. Profits and losses
      were allocated to the members, and distributions from TCAMP to the
      Partnership and the other member were 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 were 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.

      Effective October 1, 2004, the Partnership sold its 99% interest in TCAMP.
      TCAMP's financial information has been classified as discontinued
      operations in the 2004 consolidated statement of operations.

      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 commercial space,
      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.

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

      On September 16, 1993, the Partnership sold one-third of its general
      partnership interest in 402 Julia to the developer general partner for
      $185,000. The Partnership'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
      June 30, 2005, the remaining uncollected payments total $46,500, which are
      secured by the interest sold to the developer general partner, and are
      included in other assets.

      Under the equity method of accounting, the Partnership recorded income
      (loss) from the 402 Julia Investment of ($291) and $13,328, respectively,
      and amortization expense of $1,626, for the six months ended June 30, 2005
      and 2004.

                                       9
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2005
                                   (UNAUDITED)

(3)   INVESTMENTS IN REAL ESTATE AND INVESTEE ENTITY, AND DISCONTINUED
      OPERATIONS

      The summary balance sheet as of June 30, 2005, and summary statements of
      operations for the six months ended June 30, 2005 and 2004, of the
      Investee Entity are as follows:

                              SUMMARY BALANCE SHEET
                                  JUNE 30, 2005
                                     ASSETS

<TABLE>
<S>                                                                            <C>
   Land                                                                        $  132,800
   Building and improvements (net of accumulated depreciation of $612,595)        968,976
   Cash and cash equivalents                                                      271,945
   Cash equivalents, security deposits                                             20,896
   Other assets, less accumulated amortization of $29,691                          97,458
                                                                               ----------
                    Total assets                                               $1,492,075
                                                                               ==========
                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
   Mortgage note payable                                                       $1,000,726
   Other liabilities                                                               41,354
                                                                               ----------
          Total liabilities                                                     1,042,080
                                                                               ----------

Partners' equity:
   HPP'89                                                                         419,660
   Other partners                                                                  30,335
                                                                               ----------
                    Total partners' equity                                        449,995
                                                                               ----------
                Total liabilities and partners' equity                         $1,492,075
                                                                               ==========
</TABLE>

                        SUMMARY STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004

<TABLE>
<CAPTION>
                                                   2005         2004
                                                 ---------    ---------
<S>                                              <C>          <C>
Revenue:
      Rental revenue                             $ 131,935    $ 135,197
      Interest and other income                      6,265        7,667
                                                 ---------    ---------
           Total revenue                           138,200      142,864
                                                 ---------    ---------
Expenses:
      Operating expenses                            83,129       66,371
      Depreciation and amortization                 21,916       21,916
      Interest expense                              33,599       34,176
                                                 ---------    ---------
           Total expenses                          138,644      122,463
                                                 ---------    ---------
Net income (loss) from operations                $    (444)   $  20,401
                                                 =========    =========
Net income (loss) allocated to HPP'89            $    (291)   $  13,328
                                                 =========    =========
Net income (loss) allocated to other partners    $    (153)   $   7,073
                                                 =========    =========
</TABLE>

(4)   MORTGAGE NOTE PAYABLE

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

      As of June 30, 2005, annual maturities of the mortgage note payable are as
      follows:

<TABLE>
<CAPTION>
Year Ending December 31,           Amount
------------------------         ----------
<S>                              <C>
         2005                    $   68,233
         2006                     4,737,650
</TABLE>

                                       10
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2005
                                   (UNAUDITED)

(5)   RELATED PARTY TRANSACTION AND COMMITMENTS

      TCAMP entered into a management agreement with Claremont Management II
      Limited Liability Company (CMLLC) to manage the property. The sole
      shareholder of CMLLC is related to the other member of TCAMP. The
      management agreement required the payment of a management fee of 3% of
      gross receipts, as defined in the agreement, plus the reimbursement of all
      CMLLC's costs of providing these services. Management fees under the
      management agreement totaled $41,335 for the six months ended June 30,
      2004. Expense reimbursements to CMLLC for the six months ended June 30,
      2004 totaled $174,604.

      Portland Lofts entered into a management agreement with an unrelated party
      to manage the property for a fee of 3% of the gross receipts as defined in
      the agreement. The agreement expires July 1, 2006 and automatically renews
      thereafter on an annual basis, unless terminated earlier as provided for
      in the agreement.

      The Partnership engages Gunn Financial, Incorporated (GFI), an
      unaffiliated Massachusetts corporation, to provide accounting, asset
      management and investor services. GFI provides such services for an annual
      management fee of $54,000 plus reimbursement of all its costs of providing
      these services. The agreement expires on the earlier of June 30, 2006 or
      liquidation of the Partnership, as defined. For the six months ended June
      30, 2005 and 2004, GFI was reimbursed $124,798 and $118,676, respectively,
      for operating costs.

      The Partnership and TCAMP were 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 continued in effect until October
      1, 2004 (the date of sale of the Partnership's 99% interest in TCAMP).

(6)   MINIMUM FUTURE RENTALS UNDER OPERATING LEASES

      Portland Lofts rents space to commercial tenants under operating leases of
      varying terms expiring through 2012. As of June 30, 2005, Portland Lofts
      had entered into eleven commercial leases covering 85% of the building's
      net rentable commercial space and four commercial month-to-month leases.
      For the six months ended June 30, 2005, two commercial tenants comprised
      approximately 36% of total rental income under non-cancelable commercial
      leases.

      At June 30, 2005, minimum future rentals, excluding reimbursement of real
      estate taxes and certain operating expenses, to be received under
      non-cancelable commercial leases are as follows:

<TABLE>
<CAPTION>
Year Ending December 31,           Amount
------------------------         ----------
<S>                              <C>
          2005                   $  194,794
          2006                      358,027
          2007                      330,095
          2008                      268,534
          2009                      217,386
       Thereafter                    49,817
</TABLE>

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

(7)   FAIR VALUE OF FINANCIAL INSTRUMENTS

      The carrying amounts of cash and cash equivalents, cash security deposits,
      other assets, accounts payable and accrued expenses, and security deposits
      at June 30, 2005 approximate their fair values due to their short
      maturities. The fair value of the mortgage note payable at June 30, 2005
      approximates its carrying amount based on the interest rates available for
      similar financing arrangements. All financial instruments are held for
      non-trading purposes.

                                       11
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                  JUNE 30, 2005

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

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

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

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

      The Partnership capitalizes as investment in real estate the initial
      acquisition of property and equipment and those expenditures incurred that
      extend the useful life of the related assets. Expenditures for maintenance
      and repairs, including major repairs and replacements made as part of a
      periodic maintenance program to restore the assets repaired to
      substantially original condition, are expensed as incurred. During the six
      months ended June 30, 2005, the Partnership recorded as expenses
      approximately $54,000 of major repairs and maintenance costs incurred as
      part of a periodic maintenance program rather than capitalizing such
      expenditures.

      The Partnership reviews its long-lived assets, principally investment in
      real estate, for impairment whenever events or changes in circumstances
      indicate that the carrying value of the asset may not be recoverable. An
      impairment loss is required to be recognized if the sum of the expected
      future cash flows, undiscounted and excluding interest expense, from the
      use of the asset is less than the carrying value of the asset. For the six
      months ended June 30, 2005, the Partnership did not recognize an
      impairment loss.

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

As of June 30, 2005, the Partnership had $599,562 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 Portland
Lofts. The Partnership has sufficient cash to meet its short-term operating
needs.

The short-term liquidity of 402 Julia and Portland Lofts depends on their
ability to generate sufficient rental income to fund operating expenses and debt
service requirements. Portland Lofts and 402 Julia have stabilized operations
and Portland Lofts is expected to generate cash flow. The Partnership received
distributions from Portland Lofts of $78,000 for each of the six months ended
June 30, 2005 and 2004.

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.

                                       12
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                  JUNE 30, 2005
                                   (CONTINUED)

Management's Discussion and Analysis of Financial Condition and Results of
Operations. The Partnership accounts for its investment in 402 Julia using the
equity method of accounting. The consolidated financial statements as of and for
the three and six months ended June 30, 2005 include the accounts and
transactions of the Partnership and Portland Lofts after elimination of all
inter-company accounts. The consolidated statements of operations for the three
and six months ended, and the consolidated statement of cash flows for the six
months ended, June 30, 2004 include the transactions of the Partnership,
Portland Lofts and TCAMP (discontinued operations) after the elimination of all
inter-company transactions. The consolidated statement of partners' equity
(deficit) for the year ended December 31, 2004 includes the transactions of the
Partnership and Portland Lofts for the twelve months ended December 31, 2004 and
the transactions of TCAMP for the nine months ended September 30, 2004 (through
the date of sale of the Partnership's 99% interest in TCAMP) after the
elimination of all inter-company 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 is
not recorded until all previously unrecorded losses are absorbed. Distributions
received are recorded as reductions to the investment account.

The Partnership's allocable share of operating income and/or losses in 402 Julia
is 65.33%. For the six months ended June 30, 2005, 402 Julia recorded an
economic occupancy of 90% for its residential units and an economic occupancy of
100% for its commercial space for a combined economic occupancy of 92%. For the
six months ended June 30, 2004, 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 98%. 402 Julia has benefited from a
relatively strong New Orleans market and continues to record stable operations.
For the six months ended June 30, 2005 and 2004, 402 Julia recorded net income
(loss) of approximately $(400) and $20,400, respectively, which included
depreciation and amortization for each of the six month periods ended June 30,
2005 and 2004 of approximately $21,900.

For the six months ended June 30, 2005, Portland Lofts recorded an economic
occupancy of 86% for its residential units and an economic occupancy of 86% for
its commercial space for a combined economic occupancy of 86%. For the six
months ended June 30, 2004, Portland Lofts recorded an economic occupancy of 90%
for its residential units and an economic occupancy of 78% for its commercial
space for a combined economic occupancy of 87%. For the six months ended June
30, 2005, Portland Lofts recorded net income of approximately $27,000, which
included depreciation and amortization of approximately $119,400. For the six
months ended June 30, 2004, Portland Lofts recorded net income of approximately
$111,100, which included depreciation and amortization of approximately
$119,800.

The Partnership recorded a consolidated net loss of approximately $186,400 for
the six months ended June 30, 2005, as compared to a consolidated net loss of
approximately $144,000 for the six months ended June 30, 2004. This increase in
net loss was primarily caused by an increase in other operating expenses at
Portland Lofts and a decrease in equity in income (loss) of investee entity,
partially offset by the loss on discontinued operations in 2004. The Partnership
recorded a consolidated net loss of approximately $62,100 for the three months
ended June 30, 2005, as compared to a consolidated net loss of approximately
$52,900 for the three months ended June 30, 2004. This increase in net loss was
primarily caused by an increase in other operating expenses at Portland Lofts,
partially offset by the loss on discontinued operations in 2004. Other operating
expenses increased at Portland Lofts due to increases in painting and carpeting
as a result of tenant turnover, deck repairs and costs associated with
architectural services. Equity in income of investee entity decreased primarily
due to repairs to the fire alarm system at 402 Julia in the first quarter of
2005. Discontinued operations represents TCAMP's activity for the three and six
months ended June 30, 2004 (effective October 1, 2004, the Partnership sold its
99% interest in TCAMP).

The Partnership is required to comply with the Sarbanes-Oxley Act for its fiscal
year ending December 31, 2006. The cost of compliance will be significant and
will impact future operations. In addition to the internal costs of compliance,
the Partnership's independent public accountants have estimated that future
annual audit fees will increase significantly.

                                       13
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                  JUNE 30, 2005
                                   (CONTINUED)

                      INFLATION AND OTHER ECONOMIC FACTORS

Recent economic trends have kept inflation relatively low, although the
Partnership cannot make any predictions as to whether recent trends will
continue. The assets of the Partnership, principally investment in real estate
and the investee entity, are highly leveraged in view of the fact that each
property is subject to a long-term first mortgage loan. Operating expenses and
rental revenue of each property are subject to inflationary and other economic
factors. Low rates of inflation could result in slower rental rate increases,
and to the extent that these factors are outpaced by increases in property
operating expenses (which could arise as a result of general economic
circumstances such as an increase in the cost of energy or fuel, or from local
economic circumstances), the operations of the Partnership and its properties
could be adversely affected. Actual deflation in prices generally would, in
effect, increase the economic burden of the mortgage debt service with a
corresponding adverse effect.

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

Future operations of the Partnership will be impacted by the expense of
compliance with the Sarbanes-Oxley Act discussed above and the expected
continuing rise in energy costs.

Item 3. Controls and Procedures.

The General Partner (performing similar functions of Chief Executive Officer and
Chief Financial Officer) and Robert Gunn (President of GFI, performing similar
functions of Financial Officer) have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of June 30, 2005, and have
determined there are sufficient internal controls in place for the Partnership,
Portland Lofts and 402 Julia to effectively report all adjustments necessary in
order to make the consolidated financial statements and footnotes not
misleading. Management has not made any changes to the internal controls or in
other factors that could significantly affect internal controls, subsequent to
the date of our most recent evaluation.

                                       14
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                           PART II - OTHER INFORMATION
                                  JUNE 30, 2005

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. and 402 Julia Street Associates L.P. are not
         currently subject to any material pending legal proceedings.

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

Item 3.  Defaults Upon Senior Securities - Not applicable.

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

Item 5.  Other Information - Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibit 31.1 - General Partner's Certification pursuant to 18
              U.S.C. Section 1350 as adopted pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.

         (b)  Exhibit 31.2 - Asset Manager's Certification pursuant to 18 U.S.C.
              Section 1350 as adopted pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.

         (c)  Exhibit 32.1 - General Partner's Certification pursuant to 18
              U.S.C. Section 1350 as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.

         (d)  Exhibit 32.2 - Asset Manager's Certification pursuant to 18 U.S.C.
              Section 1350 as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.

         (e)  Reports on Form 8-K - None

                                       15
<PAGE>

            HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                                   SIGNATURES

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

                                   HISTORIC PRESERVATION PROPERTIES 1989
                                            LIMITED PARTNERSHIP

                                   By: Boston Historic Partners Limited
                                       Partnership, General Partner

                                       By: Portfolio Advisory Services,
                                           Inc., General Partner

Date: August 8, 2005                       By: /s/ Terrence P. Sullivan
                                               ----------------------------
                                               Terrence P. Sullivan,
                                               President

                                       and

Date: August 8, 2005                  By: /s/Terrence P. Sullivan
                                          ----------------------------
                                          Terrence P. Sullivan,
                                          General Partner

                                       16