UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

                            FORM 10-Q

[X]  Quarterly  Report Pursuant to Section 13 or 15  (d)  of  the
Securities Exchange Act of 1934
For the quarter ended    September 30, 1996
               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 registrant as specified in its charter)

      Delaware                                       04-3021042
(State or other jurisdiction                 (I.R.S. Employer
    of incorporation or                      Identification No.)
      organization)

Batterymarch Park II,  Quincy,  Massachusetts        02169
(Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code (617) 472-1000

Indicate  by check mark whether the Registrant (1) has filed  all
reports  required  to be filed by Section 13 or  15  (d)  of  the
Securities  Exchange Act of 1934 during the preceding  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


Voting stock held by non-affiliates of the registrant:  Not
Applicable.
    HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                            FORM 10-Q

                       SEPTEMBER 30, 1996

                        TABLE OF CONTENTS




                                                       Page


PART  I  -  FINANCIAL INFORMATION

     Financial Statements
       Balance Sheets                                        3

       Statements of Operations                              4

       Statements  of Partners'  Equity  (Deficiency)        5

       Statements of Cash Flows                              6

       Notes to Financial Statements                         7-15

      Management's Discussion and Analysis of Financial
               Condition and Results of Operations          16-19

PART II -  OTHER INFORMATION                                20

       Signatures                                           21












                                
                                
                                
                                2
        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                             BALANCE SHEETS

                SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
                                    
                               (UNAUDITED)
                                    
                                    
                                  ASSETS
                                                1996         1995
INVESTMENT IN REAL ESTATE:
   Building  and building improvements  $           -       $ 15,922,298
   Land and land improvements                       -          1,171,079
   Furniture  and  equipment                        -            526,875
                                                         
                                                              17,620,252
   Accumulated depreciation                         -         (2,853,348)

                                                    -         14,766,904

INVESTMENTS IN INVESTEE ENTITIES            4,531,698          3,923,802
   Less  reserve  for  realization of
    investments in  Investee  Entities     (3,469,267)        (3,469,267)
      
                                            1,062,431            454,535

CASH,  of  which  $542,088  was
    restricted  in  1995                      155,235            788,602
DEFERRED EVALUATION AND ACQUISITION COSTS,
   net  of  accumulated amortization
   of $186,640  in  1995                            -          1,057,739
OTHER        ASSETS                            78,655             92,939

                                       $    1,296,321        $17,160,719


                     LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
   Mortgage  payable                   $            -        $17,579,606
   Less discount on  mortgage payable               -         (1,059,719)

                                                    -         16,519,887

   Accounts payable                             3,155              5,366
   Accrued expenses and other liabilities      22,088            262,618

          Total liabilities                    25,243         16,787,871

COMMITMENTS AND CONTINGENCIES

PARTNERS' EQUITY
  Limited Partners' Equity-Units of
    Investor Limited Partnership
    Interest, $1,000 stated value per
    Unit-Issued  and outstanding 26,588
     units                                  1,489,702            600,455
  General Partner's equity (deficiency)      (218,624)          (227,607)
    Total   partners'   equity              1,271,078            372,848

                                       $    1,296,321       $ 17,160,719



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

                                    3







          HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

                    CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
            AND THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                      
                                 (UNAUDITED)

                          Three Months Ended             Nine Months Ended
                             September 30,                  September 30,
 
                                1996        1995          1996          1995    
REVENUES:
  Rental and related income $         -  $  511,562    $  533,027  $ 1,529,081
  Interest and other income       4,950      27,398        26,939       99,634

                                  4,950     538,960       559,966    1,628,715
EXPENSES:
  Operating and
            administrative       32,285      24,124       115,731       81,066
  Professional fees               1,630       4,020        24,186       14,856
  Depreciation and amortiz            -     130,885       124,804      392,656
  Property operating expenses:
    Payroll services                  -      49,066        52,597      148,001
    Utilities                         -      85,826        84,691      229,621
    Real estate taxes                 -      87,000        85,698      261,008 
    Other operating                   -     124,341        87,266      321,851
                        
                                 33,915     505,262       574,973    1,449,059

                                (28,965)     33,698       (15,007)     179,656

PROVISION FOR IMPAIRMENT OF REAL
  ESTATE AT TRANSFER OF OWNERSHIP
  INTEREST IN REAL ESTATE  TO
   INVESTEE   ENTITY                  -           -    (7,787,963)           -

INCOME (LOSS) FROM OPERATIONS   (28,965)     33,698    (7,802,970)     179,656

INTEREST EXPENSE                      -    (544,948)     (507,513)  (1,620,333)

EQUITY IN INCOME (LOSS)
  OF INVESTEE PARTNERSHIP        16,637         (43)       26,696      (14,108)

NET LOSS BEFORE EXTRAORDINARY
  GAIN                          (12,328)   (511,293)   (8,283,787)  (1,454,785)

EXTRAORDINARY GAIN ON
  EXTINGUISHMENT  OF DEBT             -           -     9,182,017            - 

NET INCOME (LOSS)              $(12,328)  $(511,293)     $898,230  $(1,454,785)

NET INCOME (LOSS) ALLOCATED
  TO GENERAL PARTNER            $  (123)    $(5,113)       $8,983     $(14,548)

NET INCOME (LOSS) ALLOCATED
  TO LIMITED PARTNERS          $(12,205)  $(506,180)     $889,247  $(1,440,237)

NET INCOME (LOSS) PER UNIT OF
  INVESTOR LIMITED PARTNERSHIP
  INTEREST, BASED ON 26,588 UNITS
  ISSUED AND OUTSTANDING   $       (.46)  $  (19.04)     $  33.44  $    (54.17)


 The accompanying notes are an integral part of these financial statements.
                                      
                                      4








        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP

               STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)

            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND

                  FOR THE YEAR ENDED DECEMBER 31, 1995

                               (UNAUDITED)


                          Units of
                          Investor      Investor
                          Limited       Limited      General
                          Partnership   Partners'    Partner's
                          Interest      Equity       (Deficiency)   Total

BALANCE, 
   December 31, 1994      26,588      $  2,509,185   $ (208,327)   $ 2,300,858

   Net  loss                   -        (1,908,730)     (19,280)    (1,928,010)

BALANCE,
  December  31, 1995      26,588           600,455     (227,607)       372,848

   Net  income                 -           889,247        8,983        898,230

BALANCE,
   September 30, 1996     26,588      $  1,489,702   $ (218,624)   $ 1,271,078











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

                                    5







        HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                    
                        STATEMENTS OF CASH FLOWS
                                    
          FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                    
                               (UNAUDITED)
                                    
                                                     1996          1995
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                $ 898,230     $(1,454,785)
 Adjustments to reconcile net income (loss) to
 net cash provided by operating activities:
  Depreciation and amortization                     124,804         392,656
  Amortization of discount on mortgage payable      233,893         700,886
   Provision for impairment of real estate at 
   transfer of ownership   interest   in   real
   estate   to   investee   entity                7,787,963               -
   Extraordinary gain on extinguishment of debt  (9,182,017)              -
  Deferred interest expense added to
    the principal of mortgage payable                78,237         289,616
  Equity in (income) loss in investee entity        (26,696)         14,108
   Decrease in due from investee entity                   -             300
   Increase in other assets                            (807)        (35,824)
  Decrease in accounts payable                       (2,211)        (19,355)
  Increase in accrued expenses and other
   liabilities                                       68,698          60,843
       Net cash used in operating activities        (19,906)        (51,555)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of furniture  and  equipment             (2,694)              -
  Cash payment at transfer of ownership interest
   in investment in real estate to investee
   entity                                          (679,567)              -
    Cash distribution from investee partnerships     68,800               -
    Net cash  used in investing  activities        (613,461)              -

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payment  of  mortgage  payable                        -      (1,310,625)

NET DECREASE IN CASH                               (633,367)     (1,362,180)

CASH, BEGINNING OF PERIOD                           788,602       2,213,934

CASH, END OF PERIOD                                $155,235        $851,754

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                           $301,349        $659,463
  Noncash financing activity:
    Interest expense not paid from net
      cash flow and added to the mortgage
      payable balance.                             $ 78,237        $289,616


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

                                    6









(1)     Basis of Presentation

   The accompanying unaudited financial statements of Historic Preservation
Properties  1989  Limited  Partnership  (HPP'89)  have  been  prepared   in
accordance  with  generally  accepted  accounting  principles  for  interim
financial  information and generally with instructions  to  Form  10-Q  and
Article 10 of Regulation S-X.  Accordingly, they do not include all of  the
information  and  footnotes  required  by  generally  accepted   accounting
principles   for  complete  financial  statements.   In  the   opinion   of
management,  all  adjustments  (consisting of  normal  recurring  accruals)
considered necessary for a fair presentation have been included.  Operating
results  for  the nine months ended September 30, 1996 are not  necessarily
indicative of the results that may be expected for the year ending December
31,  1996.   For  further  information, refer to  the  unaudited  financial
statements and footnotes thereto included in the Annual Report on Form 10-K
for  the  year  ended  December 31, 1995 for  HPP'89,  as  filed  with  the
Securities and Exchange Commission.

(2)     General Partner

    The  general  partner  of  HPP'89 is Boston Historic  Partners  Limited
Partnership (BHP), a Massachusetts limited partnership. BHP was  formed  in
November  1986  for  the  purpose of organizing, syndicating  and  managing
three publicly  offered  real estate limited partnerships (Public
Rehabilitation Partnerships).   As of September 30, 1996, BHP has established
three  such partnerships, including HPP'89.

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

    During  1989,  HPP'89 acquired a general partnership  interest  in  the
Investee  Partnerships, as well as a direct interest in a property  located
in  St.  Paul,  Minnesota  (Note 4).  Each Investee  Partnership  placed  a
property  in  service  in  December  1989  and  commenced  initial  leasing
activity.  HPP'89's current allocable percentage of operating losses in the
Investee  Entities (see below) ranges from 50% to 99%.

    As  discussed  below and in Note 4, in March 1996, HPP'89  completed  a
transaction  by  which  the mortgage note on property  directly  owned  was
purchased  and  the property was refinanced.  As part of  the  transaction,
HPP'89  contributed title and deed of the property to a  limited  liability
company in which HPP'89 maintains a 50% ownership interest.

    The  Investee  Partnerships and the Investee Limited Liability  Company
(see below) are herein collectively referred to as "the Investee Entities."
Each  of  the  Investee Entities' agreements is different but, in  general,
provides for a sharing of management duties and decisions among HPP'89  and
the respective local general partners and certain priorities to HPP'89 with
respect  to return on and return of invested capital.  Significant Investee
Entity  decisions require the approval of both HPP'89 and the local general
partners  or other manager/member.  In addition, each Investee  Entity  has
entered  into various agreements with its local general partners, or  their
affiliates,  to  provide development, management and  other  services,  for
which   the   local  general  partners,  other  manager/member  (or   their
affiliates), are paid fees by the respective Investee Entity.

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

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



                                     7











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

   HPP'89 contributed $6,563,064 through September 30, 1996, to the capital
of  Jenkins  Court  and  acquired a general partnership  interest  therein.
HPP'89's  investment in Jenkins Court originally represented  approximately
36%  of the aggregate amount which HPP'89 had originally contributed to the
capital  of  its  three Investee Partnerships and to  purchase  its  direct
interest in the Cosmopolitan Building.

    Due  to slow leasing activity, Jenkins Court had difficulty making debt
service payments on its construction loan since the origin of its loan.  In
July  1992, Jenkins Court and the lender entered into an agreement by which
the  construction  loan  was bifurcated into two notes  and  a  substantial
amount of accrued interest, late fees and extension fees was forgiven.   In
June  1993, the lender extended the maturity date of the notes to June  15,
1994.

    Management of Jenkins Court was negotiating with the lender  to  extend
the Notes to June 15, 1995.  On September 30, 1994, the lender sold Notes A
and  B to a real estate investment entity, who became the new holder of the
notes.   Management  of  Jenkins Court entered negotiations  with  the  new
holder  to extend or restructure the notes.  On November 23, 1994, the  new
holder  presented a demand for payment in full of the balance of the  Notes
and accrued interest thereon.  On November 23, 1994, Jenkins Court filed  a
petition  for  relief under Chapter 11 of the federal  bankruptcy  laws  in
United States Bankruptcy Court for the jurisdiction of the Eastern District
of  Pennsylvania.  Under Chapter 11, certain claims against the Partnership
in  existence prior to the filing of the petition for relief under  federal
bankruptcy   laws  are  stayed  while  Jenkins  Court  continues   business
operations  as  Debtor-in-Possession.   The  acceptance  of   a   plan   of
reorganization  through the bankruptcy proceeding was highly  unlikely  and
Jenkins Court had achieved a short term goal of  maximizing the vesting  of
the majority of its remaining tax credits on June 30, 1995.

   On August 31, 1995, Jenkins Court and the mortgage holder entered into a
settlement agreement to resolve the bankruptcy litigation. As part  of  the
settlement agreement, Jenkins Court transferred the deed and title  to  the
property  to  the mortgage holder in lieu of foreclosure proceedings.   The
mortgage holder agreed to release Jenkins Court and its guarantors for  the
entire  indebtedness  and Jenkins Court received  $25,000  to  pay  certain
professional fees incurred during the bankruptcy proceedings.  The transfer
of  deed  and  title of the property to the mortgage holder resulted  in  a
recapture  of Rehabilitation Tax Credits in 1995 of $44,451 to  HPP'89,  of
which $44,007 was allocated to the Limited Partners of HPP'89.  Tax credits
allocated to the Limited Partners of HPP'89 totaling $2,758,113 were vested
on  or before June 15, 1995.  Therefore, 98.4% of the Limited Partners' tax
credits were vested prior to the loss of the property.

    Although Jenkins Court no longer owns its investment property and  will
no  longer  have  property operations, the Jenkins Court  partnership  will
remain in existence until the resolution of certain partnership assets  and
liabilities.    Partnership  assets  include  approximately   $312,000   of
unsecured  receivables  from the developer and its affiliates;  partnership
liabilities include approximately $94,000 of trade payables, as well  as  a
$250,000  default loan and accrued interest thereon which had been provided
by  HPP'89  and  secured  by the developer's interest  in  an  unaffiliated
limited partnership.

    Since  the  fourth  quarter of 1990, HPP'89 had  reserved  against  its
investment  in Jenkins Court, reducing such investment to zero due  to  the
substantial  doubt that Jenkins Court would continue as  a  going  concern.
Since  Jenkins  Court  no longer owns its investment property,  it  is  not
expected  to  continue as a going concern.  Consequently,  due  to  Jenkins
Court's  foreclosure in 1995, HPP'89's investment in Jenkins Court and  its
corresponding reserve, both totaling $5,471,055, were eliminated  from  the
balance sheet.

   HPP'89 might be liable as a general partner of Jenkins Court for certain
trade creditor claims, with recourse to HPP'89, that cannot be satisfied by
Jenkins Court or the developer general partner.




                                     8








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

    402  Julia  Street  Associates Limited Partnership  (402  Julia)  is  a
Delaware limited partnership formed on July 25, 1989 to acquire, construct,
rehabilitate, operate and manage a 19,000 square foot site and the building
situated thereon and to rehabilitate the building into 24 residential units
and  approximately  3,500  net rentable square  feet  of  commercial  space
located  thereon at 402 Julia Street, New Orleans, Louisiana.  At September
30, 1996, 402 Julia had leased 100% of its residential units and commercial
space.

   HPP'89 contributed $775,000 through September 30, 1996 to the capital of
402  Julia  and  acquired a general partnership interest therein.  HPP'89's
investment  in  402 Julia originally represented approximately  4%  of  the
aggregate  amount which HPP'89 had contributed to the capital of its  three
Investee  Partnerships  and  to  purchase  its  direct  interest   in   the
Cosmopolitan Building.

    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 an initial payment  of  $100,000,
which was received in September 1993, followed by annual payments of $3,500
from  1994  to  2016 and a final payment of $4,500 in  2017.   A  total  of
$78,000 remains uncollected as of September 30, 1996 and is secured by  the
interest  sold to the developer general partner.  The sale transaction  did
not generate any Investment Tax Credit recapture.

    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  107
residential units including ground floor space useable as either commercial
space  or  as home/studio space for artists, located at 555 Northwest  Park
Avenue  in  Portland,  Oregon. At September 30, 1996,  Portland  Lofts  had
leased  96%  of  its residential units and approximately  87%  of  its  net
rentable commercial space for a combined occupancy of approximately 94%.

    HPP'89  contributed $3,820,000 through December 31, 1995 to the capital
of   Portland  Lofts and  acquired a general partnership interest  therein.
HPP'89's investment in Portland Lofts represented approximately 21% of  the
aggregate amount which HPP'89 had originally contributed to the capital  of
its  three Investee Partnerships and to purchase its direct interest in the
Cosmopolitan Building (Note 4).

    On  June  30,  1995,  Portland Lofts extended the maturity  date  of  a
$400,000  note  payable which matured on February 28, 1994,  and  which  is
secured  by  the  developer  general partner's  interest  in  an  unrelated
property.   The  note  payable  was   originally  extended  until  December
31,1995, with options to further extend for five additional successive  one
year periods, and had been further extended through December 31, 1996.   As
discussed  below, the note payable was paid in full in the  refinancing  of
June 20, 1996.

    Portland Lofts' $6,800,000 construction loan matured on March 1,  1992.
On June 30, 1992, Portland Lofts refinanced the construction loan through a
variable  rate  mortgage  note maturing on April  1,  1997.  The  note  was
collateralized by the property, rents and other income, and  guaranteed  by
the developer general partner.

    In  July  1993,  the mortgage loan and a $550,000 unsecured  note  were
purchased  by  a  real  estate investment entity (the  new  holder  of  the
mortgage  and unsecured notes).  The new holder claimed that the  unsecured
note matured on March 1, 1992 and was in technical default. It was Portland
Lofts'  position  that  the maturity date of the unsecured  note  had  been
effectively  extended to correspond to the maturity date  of  the  mortgage
note.   Also, the new holder claimed that a default for non-payment of  the
unsecured note constituted a default of the mortgage note.





                                     9











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

    On  October  7,  1994,  the new holder demanded  full  payment  of  the
unsecured note by November 10, 1994.  The guarantors of the note maintained
that  they  were unable to make full payment on the note.  On November  11,
1994,  the  new  holder  filed  judicial  foreclosure  proceedings  against
Portland  Lofts  for  non-payment  of the unsecured  note.  Portland  Lofts
successfully  contested through the court the right of the  new  holder  to
foreclose  on the property.  Portland Lofts' position was that the  default
claimed  on the unsecured note did not constitute a default on the mortgage
note.  On August 25, 1995, the court issued a summary judgment in favor  of
Portland Lofts. However, the new holder continued to pursue the payment  of
the $550,000 unsecured note through litigation.

    On  May  21,  1996, Portland Lofts and the new holder  entered  into  a
Settlement  Agreement (the Agreement) to resolve the claims concerning  the
mortgage  note and the $550,000 unsecured note (the Notes).   According  to
the  Agreement,  Portland Lofts was allowed until  July  31,  1996  to  pay
$5,400,000 to the new holder in full satisfaction of the Notes.

    On  June  20,  1996, Portland Lofts obtained alternative  financing  of
$5,625,000  and contributions from one of its general partners of  $340,000
to provide sufficient funds to pay in full the $5,400,000 settlement amount
with  the  new  holder, the $400,000 note payable and all  related  closing
costs.  The transaction resulted in an extraordinary gain on extinguishment
of  debt  of  $1,656,579.   The current $5,625,000  mortgage  note  on  the
property:   bears  interest at 9.0%; 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.

    HPP'89  had  reserved against its investment in Portland Lofts  in  the
accompanying financial statements, reducing such investment to zero due  to
the substantial doubt that Portland Lofts may not be able to continue as  a
going  concern dating back to the fourth quarter of 1990. Due to  the  debt
settlement  and  refinancing  completed in June  1996,  Portland  Lofts  is
expected to continue as a going concern.  However, no transactions  to  the
HPP'89's investment in Portland Lofts will be recorded until HPP'89's share
of unrecorded losses from Portland Lofts has been eliminated.

    The  Cosmopolitan at Mears Park, LLC (TCAMP).   On December  18,  1989,
HPP'89  acquired land and a building containing 255 residential  units  and
approximately  1,700 square feet of commercial space  located  at  250  6th
Street and 366 Wacouta Street, St. Paul, Minnesota (the Cosmopolitan).  The
building  has  been renovated, and certain renovation costs have  qualified
for  Rehabilitation Tax Credits. HPP'89 purchased the Cosmopolitan for  one
dollar  and assumed mortgage indebtedness with a face value of $22,500,000.
In  accordance  with the terms of the Purchase and Sale  Agreement,  HPP'89
paid  $5,000,000 at the closing which was used to repay a  portion  of  the
outstanding mortgage loan principal.

    The  building was originally recorded at the net purchase price of  the
net  indebtedness assumed by HPP'89 plus the amount paid  at  the  closing.
Subsequent improvements have been recorded at cost.  HPP'89's investment in
The  Cosmopolitan  represented approximately 39% of  the  aggregate  amount
which  HPP'89  originally contributed to the capital of its three  Investee
Partnerships and to purchase its direct interest in the Cosmopolitan.

         
                                     
                                     
                                     
                                     
                                     
                                     
                                    10








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

    On March 20, 1996, the Partnership completed a transaction by which the
mortgage  note was purchased and the property was refinanced.  As  part  of
the transaction, the Partnership contributed title and deed of the property
to  The  Cosmopolitan  at  Mears  Park, LLC  (TCAMP),  a  Delaware  limited
liability company, for a 50% ownership interest in TCAMP.  An affiliate  of
Claremont Management Corporation (see Note 5) contributed $650,000 in  cash
to TCAMP for a 50% ownership interest in TCAMP.  A $7,000,000 mortgage note
on the property was obtained by TCAMP from a new lender. Simultaneously, on
March 20, 1996, the previous holder of the Cosmopolitan's mortgage was paid
$7,650,000,  the  agreed upon purchase price of the  mortgage  note.    The
transaction  resulted  in  a provision for impairment  of  real  estate  of
$7,787,963  to  recognize the write-down of the real  estate  to  its  fair
market  value at transfer to TCAMP and an extraordinary gain of  $9,182,017
on  the extinguishment of the original mortgage debt.  This transaction did
not generate any recapture of Rehabilitation Tax Credits to the Partnership
because  the tax credits were already fully vested.  The new mortgage  note
on  the  property:   bears  interest at 9.14%; amortizes  over  a  25  year
schedule; requires monthly payments of principal and interest, real  estate
tax escrow and replacement reserve payments of $59,416, $28,069 and $4,250,
respectively; and matures in April 2003, at which time all unpaid principal
and accrued interest is due.

    In  1996, TCAMP paid to HPP'89 $68,800 of distributions which were used
to fund a portion of the operating and administrative expenses of HPP'89.

    HPP'89's investments in the Investee Entities at September 30,1996  and
December 31,1995 are summarized as follows:


Cumulative:                                      1996         1995
                                                (Unaudited)  (Unaudited)

Investments  and  advances made in  cash     $   4,845,000  $  4,845,000
Transfer of investment of real estate interest to
  investee entity                                  650,000             -
Evaluation     and    acquisition     costs        835,709       835,709
Interest capitalization and other costs             39,615        39,615
Equity   in   losses  of  Investee  Entities    (1,485,794)   (1,514,930)
Reserves for realization of investments         (3,469,267)   (3,469,267)
Amortization of certain costs                      (42,412)      (39,972)
Distributions received from Investee Entity        (68,800)            -
Sale of one third interest of Investee Entity     (241,620)     (241,620)

                                                $1,062,431      $454,535


    The above summary of HPP'89's investments in Investee Entities does not
include the investment in Jenkins Court and accumulated activity thereon.

    For  the  nine months ended September 30, 1996 and 1995, the equity  in
losses  of  Investee Entities reflected in the accompanying  statements  of
operations  includes  the unaudited allocated income (loss)  from  Investee
Partnerships  of $29,135 and ($11,669), respectively, and the  amortization
of certain costs of $2,439.



                                    11







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

   Summary combined balance sheets of the Investee Entities as of September
30,  1996 and 1995, and summary combined statements of operations  for  the
nine months ended September 30, 1996 and 1995 are as follows:

                       COMBINED BALANCE SHEETS

                                ASSETS
                                                  1996        1995
                                              (Unaudited)       (Unaudited)
Buildings and improvements, net of accumulated
  depreciation
   (1996, $2,264,899; 1995,$1,789,892)     $    17,235,902  $    10,596,985
Land                                             2,099,576        1,032,326
Other assets, net of accumulated amortization
 (1996, $57,970; 1995,$53,813)                     759,023          351,421
Cash                                               441,756           77,775

    Total   assets                         $    20,536,257     $ 12,058,507

                   LIABILITIES AND PARTNERS' EQUITY
Liabilities:
 Mortgage and construction notes payable       $13,604,944      $ 7,599,546
      Other     liabilities                      1,528,123        1,723,012

  Total liabilities                             15,133,067        9,322,558

Partners' equity:
    HPP'89                                       3,932,002        1,880,191
    Other   partners                             1,471,188          855,758

  Total partners' equity                         5,403,190        2,735,949

  Total liabilities and partners' equity       $20,536,257      $12,058,507


    Operating activity for the Cosmopolitan property for the quarters ended
September 30, 1996 and June 30, 1996, as owned by TCAMP, has been  recorded
in  the Combined Statements of Operations, and for the quarter ended  March
31,  1996, as owned by HPP'89, has been recorded in  HPP'89's statement  of
operations.


                                    12







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

                  COMBINED STATEMENTS OF OPERATIONS

                                               1996                1995
                                            (Unaudited)         (Unaudited)
Revenues:
    Rental   revenue                    $     2,137,324       $   2,321,024
  Interest and other income                      50,177              41,855
                                              2,187,501           2,362,879
Expenses:
     Interest    expense                        914,541             622,843
  Depreciation and amortization                 385,103             923,240
  Operating expenses                            932,657             913,040

                                              2,232,301           2,459,123

Net loss from operations                      $ (44,800)           $(96,244)

Extraordinary items:
  Gain on settlement of debt                  1,656,579                   -
  Loss  of transfer of property                       -          (1,117,247)

Net  income  (loss)                      $    1,611,779       $  (1,213,491)

Net income  (loss) allocated to HPP'89   $    1,611,477       $  (1,153,078)

Net  income (loss) allocated to other
 partners                                $          302       $     (60,413)


(4)     Mortgage Payable and Restricted Cash

    As  discussed  in  Note 3, the original mortgage  that  HPP'89  assumed
relating to its original purchase of the Cosmopolitan was purchased and the
property was transferred to TCAMP on March 20, 1996.  The original mortgage
note had an original maturity date of December 18, 1999.  In December 1992,
the  Cosmopolitan's original mortgage lender was purchased by Mellon  Bank,
N.A., referred to as the holder of the mortgage note.

    For the first 36 months, interest due was at the lesser of the contract
interest  rate (principal outstanding at 7% interest) or net cash flow,  as
defined  under the note.  During the 37th through the 120th months  of  the
note,  interest is due at the contract interest rate.  To the  extent  that
contract  interest  exceeded net cash flow during the 37th  (January  1993)
through  the 120th month, such amounts accrued were added to the  principal
balance  (Additional  Principal).   The entire  unpaid  principal  balance,
including  Additional Principal, contract interest and Contingent Interest,
as defined, was to be due and payable at maturity.





                                    13







(4)     Mortgage Payable and Restricted Cash  (Continued)

    In accordance with the terms of the original mortgage agreement related
to  the  Cosmopolitan, HPP'89 was required to establish an interest bearing
operating  account  (Operating Account) with the mortgage  lender  for  the
Cosmopolitan in the initial amount of $1,000,000. An additional  $1,000,000
was  added  to this account on January 15, 1990. Principal funds  may  have
been  withdrawn  from  the operating account if the  expenditures  were  in
accordance with the approved budget between the mortgage lender and HPP'89,
with  the  approval  of  the mortgage lender, or  after  HPP'89  makes  six
consecutive debt service payments.  Any principal funds remaining  in  this
account  may  have been returned to HPP'89 under the terms of the  original
loan agreement.

    Contract interest due from January 1, 1996 through March 20,  1996  and
for the nine months ended September 30, 1995 totaled $273,618 and $919,447,
respectively,  of  which $78,237 and $289,616, respectively,  exceeded  net
cash  flow and has been added to the principal balance.  Net cash flow  due
for  the period January 1, 1996 to March 20, 1996 totaled $169,535 and  was
paid in full as of March 20, 1996.

    In January 1995, HPP'89 consummated an agreement with the holder of the
mortgage  note  to  amend  certain  provisions  within  the  mortgage  note
including the maturity date.

    For  financial  reporting purposes, the discount on the  mortgage  note
payable has been recorded to reflect an effective interest rate of 10% over
the  life  of  the  loan. Due to the advancement of the maturity  date,  as
discussed below, the effective interest rate was amended on January 1, 1995
to 14.04% to amortize the remaining discount over the remaining life of the
mortgage  note.   Amortization of the discount  amounted  to  $233,893  and
$700,886  for the  period January 1, 1996 to March 20, 1996,  and  for  the
nine months ended September 30, 1995, and is reflected as interest expense.

    On January 5, 1995, HPP'89 consummated the Second Amendment to the Loan
Agreement  (Second Amendment) with the holder of the mortgage note  on  the
Cosmopolitan  to  resolve  a dispute over funds in  the  restricted  escrow
account  (which  had  a  balance  of  approximately  $1,732,000).    HPP'89
maintained   that   the  interest  earned  from  the  escrow   account   of
approximately $300,000 and a previous overfunding of approximately $120,000
should  be paid to HPP'89.  The holder maintained that interest earned  was
additional  security  on  the  mortgage note.   The  terms  of  the  Second
Amendment  allowed  HPP'89 to be paid the interest  earned  on  the  escrow
account and overfunded amount.  Also, HPP'89 received an option to buy  the
mortgage  note  for  the  fair market value of the property.  In  exchange,
HPP'89  released  the principal funds of the escrow account  (approximately
$1,311,000) for  payment to  the outstanding mortgage and agreed to  reduce
the  maturity date of the note from December 18, 1999 to December 18, 1996.
In  summary, at the January 5, 1995 closing of the Second Amendment, HPP'89
received  approximately $286,000 (consisting of the  overfunding,  interest
earned  thereon, and one-half of interest earned on principal funds of  the
original   Operating  Account)  and  released  for  payment   approximately
$1,311,000  for  mortgage principal and approximately $15,000  for  finance
fees.  As of December 31, 1995, $122,593 remained in the escrow account.

    Also in accordance with the Cosmopolitan's mortgage agreement, HPP 1989
established  a  working  capital  reserve  (Working  Capital  Account)  for
apartment rollover expenses and working capital items.  As of December  31,
1995,  the  balance  of  the  Working  Capital  Account  totaled  $123,129.
Furthermore, due to HPP'89's cash flow debt service mortgage agreement, the
cash  accounts maintained for the daily operations of the Cosmopolitan were
effectively reserved for the Cosmopolitan only.  As of December  31,  1995,
the balance of Cosmopolitan's operating accounts equaled $202,172.

    HPP'89 was paid the remaining amounts in the escrow account and working
capital  reserve  on March 20, 1996, the date of purchase of  the  mortgage
note.  Further information on the March 20 1996 transaction is provided  in
Note 3.




                                    14







(5)     Transactions With Related Parties and Commitments

    In  July 1993, HPP'89 engaged Portfolio Advisory Services, Inc.  (PAS),
corporate   general   partner  of  BHP,   to  provide   asset   management,
accounting,  and investor services to HPP'89.  PAS performed such  services
for  no  fee, but was reimbursed for all operating costs of providing  such
services.  This agreement extended until September 30, 1995.

    On  October  1,  1995, HPP'89 engaged Claremont Management  Corporation
(CMC),   an  unaffiliated  Massachusetts  corporation,  to  provide   asset
management,  accounting and investor services.  The  initial  term  of  the
contract  with  CMC  extends  until June 30,  1997,  and  is  automatically
extended on a yearly basis unless otherwise terminated, as provided for  in
the  agreement.   According  to the contract, CMC  is  reimbursed  for  all
operating costs and is paid an annual fee of $72,000 in 1996. For the  nine
months  ending  September 30, 1996, CMC was paid fees of  $55,200  and  was
reimbursed for operating costs totaling approximately $47,000.

    HPP'89 entered into a management agreement with an unrelated management
agent  (previous  management  agent)  to  manage  The  Cosmopolitan.    The
agreement  expired on August 31, 1995, and was renewed on a  month-to-month
basis through October 31, 1995.  On November 1, 1995, HPP'89 entered into a
management  agreement  with CMC, expiring June  30,  1997,  to  manage  The
Cosmopolitan.  CMC subcontracted with the previous management agent to  co-
manage The Cosmopolitan through December 31, 1995.  The previous management
agreement  and CMC's management agreement require the payment of management
fees  equal  to  the greater of $5,200 monthly or 4% of gross  receipts  as
defined in the agreements.  The CMC management agreement also required  The
Cosmopolitan to maintain with CMC at all times an Operating Account in  the
amount  of  $100,000 and a Contingency Reserve Account  in  the  amount  of
$50,000  for  the  benefit  of The Cosmopolitan.  The  property  management
contract  between  HPP'89 and CMC terminated on March  20,  1996  when  the
property was transferred to TCAMP.

   On March 20, 1996, TCAMP entered into a management agreement with CMC to
manage  the  Cosmopolitan property for a fee of 4% of gross receipts.   The
agreement  expires on June 30, 1997 and is renewed thereafter on an  annual
basis as defined in the agreement.

   During the nine months ending September 30, 1996, HPP'89 paid accounting
and other fees on behalf of a certain Investee Partnership totaling $5,850.

(6)     Fair Value of Financial Instruments

    The  carrying amounts of cash, other assets, accounts payable,  accrued
expenses, and other liabilities approximate their fair values due to  their
short  maturities.   As of December 31, 1995, the fair  value  of  HPP'89's
mortgage   note   payable  in  the  carrying  amount  of  $16,519,887   was
approximately $7,650,000 based on the amount accepted by the holder in full
settlement  of  amounts due under the mortgage note payable  on  March  20,
1996.  The mortgage note payable was held for nontrading purposes.




                                    15







         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITIONS AND RESULTS OF OPERATIONS
                                     
                            SEPTEMBER 30, 1996
                                     
                                (UNAUDITED)


      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.   As  of September 30, 1996, the Partnership had  invested  an
aggregate of $11,158,064 in three Investee Entities which owned or acquired
real   properties,   the  rehabilitation  of  which   has   qualified   for
Rehabilitation  Tax Credits.  The Partnership had also originally  invested
$5,000,000 in real property that the Partnership has purchased directly and
was  required to place a total of $2,000,000 in an escrow account with  the
mortgage  lender  for  this property for the purpose of  funding  operating
deficits.   As  discussed below, on March 20, 1996,  HPP'89  consummated  a
transaction by which it transferred its ownership interest in this property
to  a  new   entity,  in  which  HPP'89 has a 50%  interest.  Such  amounts
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.

      On  March 20, 1996, the Partnership completed a transaction by  which
the  mortgage note was purchased and the property was refinanced.  As  part
of  the  transaction, the Partnership contributed title  and  deed  of  the
property to the Cosmopolitan at Mears Park, LLC (TCAMP), a Delaware limited
liability company, for a 50% ownership interest in TCAMP.  An affiliate  of
CMC  contributed $650,000 in cash to TCAMP for a 50% ownership interest  in
TCAMP.   A  $7,000,000 mortgage note on the property was obtained by  TCAMP
from a new lender. Simultaneously on March 20, 1996, the previous holder of
the  Cosmopolitan's mortgage was paid $7,650,000, the agreed upon  purchase
price  of  the  mortgage note. The transaction resulted in a provision  for
impairment of real estate of $7,787,963 to recognize the write-down of  the
real  estate  to  its  fair  market value  at  transfer  to  TCAMP  and  an
extraordinary  gain  of $9,182,017 on the extinguishment  of  the  original
mortgage  debt.  This  transaction  will  not  generate  any  recapture  of
Rehabilitation Tax Credits to the Partnership. The new mortgage note on the
property:   bears  interest at 9.14%; amortizes over a  25  year  schedule;
requires monthly payments of principal and interest, real estate tax escrow
and   replacement  reserve  payments  of  $59,416,  $28,069   and   $4,250,
respectively; and matures in April 2003, at which time all unpaid principal
and accrued interest is due.

      As  of September 30, 1996, the Partnership had approximately $155,235
of  total  cash,  $55,160 of which was not insured by the  Federal  Deposit
Insurance Corporation.

      As further discussed later under Results of Operations, Jenkins Court
filed  for protection under Chapter 11 federal bankruptcy laws on  November
23,   1994.   Considering  the  unlikelihood  of  a  successful   plan   of
reorganization, Jenkins Court negotiated a transfer to the mortgage  holder
of  the deed and title to the property in lieu of foreclosure on August 31,
1995, after maximum vesting of the remaining Rehabilitation Tax Credits had
been achieved for 1995.

      Also, as further discussed in the Results of  Operations section,  on
May  21,  1996, Portland Lofts reached a settlement agreement with the  new
holder  of  its  mortgage note and an unsecured note.  On  June  20,  1996,
Portland Lofts obtained alternative financing to fully satisfy the mortgage
note and unsecured note, as well as a separate note payable.

      402  Julia  has  reached stabilized occupancy levels which  currently
allows it to pay its operating and debt service obligations.  However,  402
Julia  Street  is  not  expected to generate any additional  cash  flow  to
distribute to the Partnership.

      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 an initial
payment  of $100,000 which was paid in September 1993, followed  by  annual
payments of $3,500 from 1994 to 2016 and a final payment of $4,500 in 2017.
The  sale  transaction  did  not  generate any  Rehabilitation  Tax  Credit
recapture.





                                    16







         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITIONS AND RESULTS OF OPERATIONS (CONTINUED)
                                     
                            SEPTEMBER 30, 1996
                                     
                                (UNAUDITED)


      As  mentioned above, the Partnership refinanced the mortgage loan  of
the Cosmopolitan property and transferred deed and title to the property to
TCAMP  in  March 1996.  Also, Portland Lofts refinanced its  debt  in  June
1996.  Both TCAMP and Portland Lofts have stabilized operations and due  to
their  recent respective refinancings, these Investee Entities do  generate
some  additional  cash flow.  The Partnership  expects  to  strengthen  its
short  term  liquidity position through a low  to moderate amount  of  cash
flow   from  TCAMP  and  Portland Lofts.  An additional  source  of  future
liquidity  may  be  the sale of the remaining interest in  402  Julia.  The
Partnership  expects these Investee Entities to be the primary  sources  of
future long-term liquidity.

     Results of Operations.  The Partnership's allocable share of operating
losses in the Investee Entities ranges from 50% to 99%. For the nine months
ended  September 30, 1996, income allocated from the Investee  Entities  to
the  Partnership totaled approximately $26,700 which represents the  equity
in  income  from 402 Julia of approximately $11,000, including amortization
of   approximately  $2,400,  and  the  equity  in  income  from  TCAMP   of
approximately  $15,700.  Generally, under the equity method of  accounting,
an investment may not be carried below zero. Accordingly, since the Jenkins
Court  and Portland Lofts investments were fully reserved for in 1990,  the
Partnership has not recorded its share of losses beyond its 1992 investment
in and advances to these Investee Partnerships.  In the future, income from
Portland  Lofts will not be recorded until all the unrecorded  losses  have
been offset.

      The  Partnership  incurred  total  income  under  generally  accepted
accounting  principles of approximately $898,200 for the nine months  ended
September  30,  1996,  including its allocable  share  of  income  from  an
Investee Entity of approximately $26,700.  Since inception, the Partnership
has  received  $4,351,001  of Rehabilitation Tax Credits  from  its  direct
interest  in  the  St.  Paul,  Minnesota  property  and  was  allocated  an
additional  $4,861,910  from  its three original  Investee  Entities.  Such
amounts were in turn allocated to the Partnership's partners.

      As a result of the March 20, 1996 transfer of 50% of the ownership of
the  Cosmopolitan property, HPP'89 will no longer have operations  directly
due  to  real  estate activity.  HPP'89 will account for its investment  in
TCAMP under the equity method of accounting.

     The increase in operating and administrative expenses and professional
fees  are due to the fees and other administrative expenses associated with
engaging  a third party entity to perform asset management, accounting  and
investor services for HPP'89.

     In general, the Investee Entities, including TCAMP, have completed the
lease-up   phase.    Three   properties  have   essentially   met   leasing
expectations,  albeit  in some cases at rents below original  expectations,
while Jenkins Court had slower leasing than was originally projected.

      Both  402 Julia and the Cosmopolitan are residential properties  with
traditional, annual leases to individuals that expire within  one  year  of
signing.  Portland Lofts is a mixed-use building with 91 residential  units
and  29,250  square feet of commercial space.  The residential  leases  are
traditional, annual leases to individuals that expire within  one  year  of
signing.  There are 19 commercial units, with leases which range in  length
from  one to seven years.  The largest commercial tenant occupies only 5.8%
of the total square feet of the property.

     402 Julia has had better than 90% occupancy levels since July 1990 and
was  100%  leased at September 30, 1996.  This 24 unit residential building
has benefited from a relatively strong New Orleans market.

      TCAMP had leased approximately 99% of its units at September 30, 1996
and  has met occupancy projections.  This 255 unit property operates  in  a
very  competitive lowertown St. Paul market and has leased over 95% of  its
units  since  1992.  Consequently, increased rental operations resulted  in
increased  expenses, particularly expenses associated  with  utilities  and
real estate taxes.




                                    17







         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITIONS AND RESULTS OF OPERATIONS (CONTINUED)
                                     
                            SEPTEMBER 30, 1996
                                     
                                (UNAUDITED)


      Due  to slow  leasing activity and a decline in office rental  rates,
Jenkins  Court had difficulty making debt service payments since the  start
of  its loan on its construction loan.  In July 1992, Jenkins Court and the
lender  entered  into  an  agreement by which  the  construction  loan  was
bifurcated  into  two notes and a substantial amount of  accrued  interest,
late  fees  and  extension fees were forgiven.  In June  1993,  the  lender
extended the maturity date of the notes to June 15, 1994.

     Management of Jenkins Court was negotiating with the lender to further
extend the Notes.  On September 30, 1994, the lender sold Notes A and B  to
a  real  estate investment entity, the new holder of the notes.  Management
of Jenkins Court entered into negotiations with the new holder to extend or
restructure  the  notes. On November 23, 1994, the new holder  presented  a
demand for payment in full of the balance of the Notes and accrued interest
thereon.   On November 23, 1994, Jenkins Court filed a petition for  relief
under Chapter 11 of the federal bankruptcy laws in United States Bankruptcy
Court  for the jurisdiction of the Eastern District of Pennsylvania.  Under
Chapter  11, certain claims against the Partnership in existence  prior  to
the  filing of the petition for relief under federal bankruptcy  laws  were
stayed  while  Jenkins  Court continued business operations  as  Debtor-in-
Possession.

      Considering  the unlikelihood of a successful plan of reorganization,
and  that  maximum vesting of the remaining Rehabilitation Tax Credits  had
been  achieved for 1995 as of June 30, 1995, Jenkins Court negotiated  with
the  new  holder for a resolution to the bankruptcy litigation.  On  August
31,  1995,  Jenkins  Court and the new  holder entered  into  a  settlement
agreement  by which:  Jenkins Court transferred the deed and title  to  the
property to the new holder; the new holder released Jenkins Court  and  its
Guarantors from all indebtedness; and Jenkins Court was provided $25,000 to
pay certain professional fees incurred during the bankruptcy proceedings.

     Although Jenkins Court no longer owns its investment property and will
no  longer  have  property operations, the Jenkins Court  partnership  will
remain in existence until the resolution of certain partnership assets  and
liabilities.    Partnership  assets  include  approximately   $312,000   of
unsecured  receivables  from the developer and its affiliates;  partnership
liabilities include approximately $94,000 of trade payables, as well  as  a
$250,000  default loan and accrued interest thereon which had been provided
by  HPP'89  and  secured  by the developer's interest  in  an  unaffiliated
limited partnership.

      As  of  September  30,  1996, Portland Lofts  had  approximately  97%
occupancy of residential units and 89% occupancy of net rentable commercial
space for a combined occupancy of approximately 93%.

      The  construction  loan on this property and an unsecured  note  were
extended to March 1, 1992.  On June 30, 1992, Portland Lofts refinanced its
construction  loan  to  a  variable rate mortgage  note  requiring  monthly
principal and interest payments and maturing on April 1, 1997.

     In July 1993, a $6,800,000 mortgage note and a $550,000 unsecured note
were  purchased by a real estate investment entity, referred to as the  new
holder of the mortgage and unsecured notes.  The new holder claims that the
unsecured  note  has  matured and is in default.   It  is  Portland  Lofts'
position  that the maturity date of the unsecured note had been effectively
extended to correspond with the maturity date of the mortgage note.   Also,
the  new  holder claims that a default on the unsecured note constitutes  a
default on the mortgage note.

      On  October  7,  1994, the new holder demanded full  payment  of  the
unsecured note by November 10, 1994.  The guarantors of the unsecured  note
maintained  that they did not have the funds to payoff the unsecured  note.
On November 11, 1994, the new holder filed judicial foreclosure proceedings
against  Portland  Lofts for non-payment of the unsecured  note.   Portland
Lofts successfully contested through the Circuit Court of Oregon, Multnomah
County,  the  new  holder's right to foreclose on the  property.   Portland
Lofts' position was that the default claimed on the unsecured note did  not
constitute  a default on the mortgage note.  On August 25,1995,  the  court
issued a summary judgment in favor of Portland Lofts and affirmed that  the
new  holder cannot foreclose on the property due to the default claimed  on
the  unsecured  note.   However, the new  holder continued  to  pursue  the
payment of the $550,000 unsecured note through litigation.

                                    18







         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITIONS AND RESULTS OF OPERATIONS (CONTINUED)
                                     
                            SEPTEMBER 30, 1996
                                     
                                (UNAUDITED)


      On  May  21, 1996, Portland Lofts and the new holder entered  into  a
Settlement  Agreement (the Agreement) to resolve the claims concerning  the
mortgage note and the unsecured note.  According to the Agreement, Portland
Lofts  was  allowed until July 31, 1996 to pay $5,400,000 to the  new  note
holder in full satisfaction of the mortgage note and the unsecured note.

      On  June  20, 1996, Portland Lofts obtained alternative financing  of
$5,625,000  and contributions from one of its general partners of  $340,000
to provide sufficient funds to pay in full the $5,400,000 settlement amount
with  the  new  holder, the $400,000 note payable and all  related  closing
costs.  The transaction resulted in an extraordinary gain on extinguishment
of  debt  of  $1,656,579.   The current $5,625,000  mortgage  note  on  the
property:   bears  interest at 9.0%; 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.

      As  discussed  above, on August 31, 1995, Jenkins  Court  transferred
title  and  ownership  of its property to the new holder  of  the  mortgage
through  a  deed  in  lieu  of  foreclosure  to  maximize  the  vesting  of
Rehabilitation  Tax Credits.  Such a transfer resulted in  only  a minimal
recapture  of  Rehabilitation Tax Credits generated in 1991.  Both  Jenkins
Court  and  Portland  Lofts are fully reserved for at September  30,  1996.
Also,  the Partnership, as a general partner of the Investee Entities,  may
be  liable  for  certain  creditor claims  with  recourse  that  cannot  be
satisfied by the Investee Entities.

      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 first mortgage loan.  Operating expenses and rental  revenues
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  fuel,  or  from  local   economic
circumstances),  the  operations  of the  Partnership  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  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.







                                    19







         HISTORIC PRESERVATION PROPERTIES 1989 LIMITED PARTNERSHIP
                                     
                        PART II - OTHER INFORMATION
                                     
                            SEPTEMBER 30, 1996


Item 1.       Legal Proceedings

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

               As mentioned in the Results of Operations section, on August
          31,  1995, Jenkins Court and the mortgage holder entered  into  a
          settlement  agreement to resolve the bankruptcy  litigation.   As
          part  of the settlement agreement, Jenkins Court transferred  the
          deed and title to the property to the mortgage holder in lieu  of
          foreclosure proceedings.  The mortgage holder agreed  to  release
          Jenkins Court and its guarantors for the entire indebtedness  and
          Jenkins  Court received $25,000 to pay certain professional  fees
          incurred  during  the bankruptcy proceedings.   Although  Jenkins
          Court  no longer owns its investment property and will no  longer
          have  property  operations, the Jenkins  Court  partnership  will
          remain  in  existence until the resolution of certain partnership
          assets and liabilities.

                Also, as mentioned in the Results of Operations section, on
          November  11,  1994  the  holder of  the  mortgage  note  and  an
          unsecured note (mortgage holder) of Portland Lofts filed judicial
          foreclosure proceedings against Portland Lofts for non-payment of
          the  unsecured  note. It was Portland Lofts'  position  that  the
          unsecured  note  is  not due and that the maturity  date  of  the
          unsecured  note had been effectively extended to correspond  with
          the  maturity  date  of the mortgage note.  The  mortgage  holder
          claimed  that  a  default  on the unsecured  note  constitutes  a
          default  on  the  mortgage  note.   Portland  Lofts  successfully
          contested through the Circuit Court of Oregon, Multnomah  County,
          the  mortgage  holder's  right  to  foreclose  on  the  property.
          Portland  Lofts'  position was that the default  claimed  on  the
          unsecured  note  does not constitute a default  on  the  mortgage
          note.  On August 25, 1995, the court issued a summary judgment in
          favor  of  Portland  Lofts, affirming that  the  mortgage  holder
          cannot  foreclose on the property due to the claimed  default  on
          the  unsecured note.  However, the mortgage holder  continued  to
          pursue   the  payment  of  the  unsecured  note  through   direct
          negotiations with Portland Lofts, as well as through  the  court.
          On  May  21, 1996, Portland Lofts and the mortgage holder entered
          into  a  Settlement  Agreement to resolve claims  concerning  the
          mortgage note and the unsecured note.  On June 20, 1996, Portland
          Lofts   obtained   alternative  financing  and  general   partner
          contributions  to fully satisfy the obligations of  the  mortgage
          note and unsecured note, as well as an unrelated note payable.

               To the best knowledge of the General Partner, Jenkins Court,
          Portland Lofts, 402 Julia nor The Cosmopolitan at Mears  Park  is
          currently subject to any material pending legal proceedings.


Item 2.       Changes in Securities - Not applicable.

Item 3.       Defaults Upon 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.


                                    20







         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:  November 14, 1996   By:  /s/Terrence P. Sullivan
                                   Terrence P. Sullivan,
                                     President

                           and


Date: November 14, 1996    By:  /s/Terrence P. Sullivan
                                   Terrence P. Sullivan,
                                     General Partner





























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