UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended March 31, 2002

OR

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

For the transition period from _________ to ________.

Commission File Number 0-7761

URBAN IMPROVEMENT FUND LIMITED - 1973
(Exact name of small business issuer as specified in its
charter)

          California                         95-6442510
State or other jurisdiction of            (I.R.S. Employer
incorporation or organization           Identification No.)

1201 Third Avenue, Suite 5400, Seattle, Washington   98101-3076
(Address of principal executive offices)             (ZIP code)

Registrant's telephone number, including area code:  (206) 622-9900

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
and (2) has been subject to such filing requirements for the past
90 days.  Yes   X     No.



PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

BALANCE SHEETS

URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)



ASSETS

                                      March 31,      December 31,
                                        2002             2001

Cash                                $ 3,577,730     $ 3,674,394

Receivable from affiliates               21,440          21,440

Investments in and advances
 to Local Limited Partnerships
 accounted for on the equity
 method                              21,564,838      21,332,970

                                    $25,164,008     $25,028,804


LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                    $     7,500     $     1,169

Distribution payable                      1,634           1,634

Management fee payable                  144,987         129,987
                                        154,121         132,790

Partners' Capital:

General Partner - 621 Partnership
 units authorized, issued and
 outstanding                          1,250,328       1,244,635

Limited Partners - 11,796
 Partnership units authorized,
 issued and outstanding              23,759,559      23,651,379
                                     25,009,887      24,896,014

Total Liabilities and Partners'
 Capital                            $25,164,008     $25,028,804






Unaudited.  See accompanying notes.

CAPITALIZATION AND PARTNERS CAPITAL

URBAN IMPROVEMENT FUND LIMITED -1973
(A Limited Partnership)




                                       March 31,    December 31,
                                         2002            2001
General Partner Interest - 621
 Partnership units issued
 and outstanding                   $   621,316      $   621,316

Limited Partners' Interest -
 11,811 Partnership units
 issued and outstanding             11,811,000       11,811,000
                                    12,432,316       12,432,316

Offering expenses                   (1,250,836)      (1,250,836)

Distributions to partners           (6,150,056)      (6,150,056)

Accumulated earnings through
December 31, 2001                   19,864,590       19,864,590

Income for the three-month
 period ended March 31, 2002           113,873                0
	 12,577,571	 12,463,698

Partners' Capital at
 End of Period                     $25,009,887      $24,896,014










Unaudited.  See accompanying notes.

STATEMENTS OF INCOME

URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)


                                        For the Three-Month
                                           Period Ended
                                             March 31,
                                       2002              2001

Revenues                            $   8,780          $  21,731

Cost and expenses:

  Professional fees                    25,243              7,500

  Management fee                       15,000             15,000

  Other expense                        14,060             15,675

Amortization                            2,196              1,037
                                       56,499             39,212

Loss before equity in income
 of Local Limited Partnerships        (47,719)           (17,481)

Equity in income of Local
 Limited Partnerships                 161,592            138,463

Net income                         $  113,873         $  120,982

Allocation of net income:

 Net income allocated to
  General Partner                  $    5,693         $    5,444

 Net income allocated to
  Limited Partners                    108,180            115,538

                                   $  113,873         $  120,982

Net income allocated to Limited
 Partners per Limited Partnership
 Unit (11,811 units outstanding
 at March 31, 2002 and 2001)       $        9         $        9



Unaudited.  See accompanying notes.

STATEMENTS OF CASH FLOWS

URBAN IMPROVEMENT FUND LIMITED - 1973
(A Limited Partnership)


   For the Three-Month
      Period Ended
        March 31,
   2002     2001
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net income                        $  113,873        $  120,982
Adjustments to reconcile net
income to net cash used by
operating activities:
 Amortization                            2,196             1,037
Equity in income of local
 limited partnerships                 (161,592)         (138,463)
(Increase) decrease in receivable            0             1,430
Increase (decrease) in accounts
 payable, management fees payable
 and payable to affiliates              21,331           (20,820)
  Total adjustments                   (138,065)         (156,816)
   Net cash used by operating
    Activities                         (24,192)          (35,834)

CASH FLOWS FROM INVESTING
 ACTIVITIES:
Net advances paid to local
 Limited partnerships                 (150,404)         (155,037)
Distributions from local
 limited partnership                    77,992                 0
  Net cash provided by
   Investing activities                (72,412)         (155,037)

NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS             (96,604)         (190,871)

CASH BALANCE AT BEGINNING
 OF PERIOD                           3,674,394           733,661

CASH BALANCE AT END
 OF PERIOD                          $3,577,790        $  542,790


Unaudited.  See accompanying notes.

NOTES TO SUMMARIZE FINANCIAL INFORMATION
March 31, 2002

URBAN IMPROVEMENT FUND LIMITED -1973
(A Limited Partnership)

Note 1 - Organization - Urban Improvement Fund Limited - 1973
(the Partnership) was formed under the California Uniform Limited
Partnership Act on February 2, 1973, for the principal purpose of
investing in other limited partnerships (Local Limited
Partnerships), which own federal and state-assisted housing
projects.  The Partnership issued 11,811 units of limited
partnership interest pursuant to a public offering of such units
which terminated in October, 1973.  The General Partner,
Interfinancial Real Estate Management Company invested $621,316.

The Urban Improvement Fund Limited 1973 prospectus, dated September
27, 1973, specified that the General Partner has approximately five
percent interest in profits, losses and special allocations, and the
limited partners will share the remaining interest in profits,
losses and special allocations in proportion to their respective
units of limited partnership interests.

Note 2 - Method of Accounting - As of March 31, 2002, the
Partnership has investments in eleven active real estate limited
partnerships (Local Limited Partnerships), Since the Partnership,
as a limited partner, does not exercise control over the activities
of the Local Limited Partnerships in accordance with the Partnership
agreements, these investments are accounted for using the equity
method. The investment account represents the sum of the capital
investment and unamortized cost of acquisition less the
Partnership's share in losses since the date of acquisition.  The
Partnership discontinues recognizing losses and amortizing cost of
acquisition under the equity method when losses have been incurred
which equal the cost of the investment and the unamortized cost of
acquisition in a particular Local Limited Partnership, thus reducing
the investment to zero.  Repayment of advances and cash
distributions by the Local Limited Partnerships, after the
Partnership investment has been reduced to zero, are recognized as
income by the Partnership in the year received.  Additional advances
to a Local Limited Partnership, after an investment is reduced to
zero, are recognized as losses.

Initial rent-up fees paid by the Partnership to the General Partner,
deducted when paid for income tax purposes, are capitalized as
acquisition costs of the Local Limited Partnerships for financial
reporting purposes.  These costs and other costs of acquisition are
amortized using the straight-line method over the lives (twenty to
forty years) of the Local Limited Partnership Properties.
Amortization is discontinued when the investment is reduced to zero.

The unaudited interim financial statements furnished in this report
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim periods
presented.  All such adjustments are of a normal recurring nature.

Taxes on Income

No provision for taxes on income has been recorded, since all
taxable income or loss of the Partnership is allocated to the
partners for inclusion in their respective tax returns.

Cash Equivalents

Marketable securities that are highly liquid and have maturities of
three months or less at the date of purchase are classified as cash
equivalents.

Fair Value of Financial Instruments and Use of Estimates

The Partnership estimates that the aggregate fair value of all
financial instruments at March 31, 2002 does not differ materially
from the aggregate carrying values of its financial instruments
recorded in the balance sheet.  These estimates are not necessarily
indicative of the amounts that the Partnership could realize in a
current market exchange.  The preparation of financial statements
requires the use of estimates and assumptions.  Actual results could
differ from those estimates.

Segment Reporting

SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information" established standards for the way that public
business enterprises report information about operating segments in
annual financial statements and requires that those enterprises
report selected information about operating segments in interim
financial reports.  It also established standards for related
disclosures about products and services, geographic areas and major
customers.  The Partnership has only one reportable segment.  Due to
the very nature of the Partnership's operations, the General Partner
believes that segment-based disclosures will not result in a more
meaningful presentation than the financial statements as currently
presented.

Recent Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board issued SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets."  SFAS No. 144 provides accounting guidance for financial
accounting and reporting for the impairment or disposal of long-
lived assets.  SFAS No. 144 supersedes SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of."  SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001.  The General Partner does not anticipate
that its adoption will have a material effect on the financial
position or results of operations of the Partnership.

Note 3 - Management of Urban Improvement Fund Limited 1973 - Under
the terms of the

Limited Partnership Agreement, the Partnership is required to pay
the General Partner an annual management fee equal to one-quarter of
one percent of invested assets or $182,000 (the fee will not be more
than fifty percent of the Partnership's annual net cash flow as
defined, subject to an annual minimum of $60,000). Management fees
payable to the General Partner have been accrued if cash flow was
not sufficient to pay the fee in the year incurred.  For the three-
month period ended March 31, 2002, the minimum fee of $15,000 has
been accrued.

Upon liquidation, unpaid management fees will have first priority to
the proceeds. The Partnership will also pay the General Partner a
liquidation fee for the sale of projects.  The liquidation fee is
the lesser of (i) ten percent of the net proceeds to the Partnership
from the sale of a project(s) or (ii) one percent of the sales price
plus three percent of the net proceeds after deducting an amount
sufficient to pay long-term capital gains taxes.  No part of such
fee shall accrue or be paid  unless:  (i) the Limited Partners'
share of the proceeds has been distributed to them, (ii) the Limited
Partners shall have first received an amount equal to their invested
capital attributable to the project(s) sold, and (iii) the Limited
Partners have received an amount sufficient to pay long-term capital
gains taxes from the sale of the project(s), if any, calculated at
the maximum rate then in effect.

The General Partner of the Partnership is a corporation in which
Paul H. Pfleger has a majority interest.  Partnership Services, Inc.
(PSI), another corporation in which Paul H. Pfleger is a majority
shareholder, has contracted with the General Partner and the
Partnership to provide certain management and other services in any
projects in which the Partnership has an interest.  In addition, as
shown in the following table, PSI has become the General Partner in
fourteen of the Local Limited Partnerships in which the Partnership
has investments:

                                                Date PSI Became
              Local Limited Partnerships        General Partner

                 Antonia Manor                     April 1975
                 Glenn Arms Associates             April 1975
                 Hedin House Associates            December 1978
                 Himbola Manor                     January 1980
                 Maria Manor                       April 1975
                 Marlton Manor Associates          April 1975
                 The Alexander                     April 1975
                 WOGO Associates of Fresno         August 1976
                 W Street Associates               December 1977

Note 4 - Investments in Local Limited Partnerships - As of March 31,
2002, the Partnership has investments in twelve active real estate
Limited Partnerships (Local Limited Partnerships), which are
accounted for on the equity method.  The investment account
represents the sum of the capital investment and unamortized costs
of acquisitions less the Partnership's share in losses since  the
date of acquisition. The Partnership discontinues recognizing losses
and amortizing cost of acquisition under the equity method when the
investment in a particular Local Limited Partnership is reduced to
zero, unless the Partnership intends to commit additional funds to
the Local Limited Partnership.

    The investments in Local Limited Partnerships are comprised of:

                                  March 31, 2002  December 31, 2001

Capital contributions               $12,579,062      $12,579,062
Distributions                        (4,193,519)      (4,115,527)
Equity in income (losses)            11,321,805       11,160,213
Advances                              1,599,416        1,448,952
Unamortized costs of acquisitions       258,074          260,270

                                    $21,564,838      $21,332,970

During 2001, the property of WOGO Associates of Fresno was sold in
a tax-free exchange.  In June 2002, the proceeds were reinvested in
a conventional multifamily residential project.

Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.

The Partnership has followed the practice of investing available
funds not used in the purchase of properties or in operations into
short-term investments.  Revenue resulted from such short-term
investments.  The Partnership is dependent upon interest earned and
the distributions and repayment of advances from Local Limited
Partners for cash flow.  The Partnership advanced funds to selected
partnerships in prior years.  The General Partner does not believe
these net advances will significantly affect the operations of the
Partnership.

Under the terms of the Limited Partnership Agreement, the
Partnership is required to pay the General Partner an annual
management fee equal to one-quarter of one percent of invested
assets or $182,000 (the fee will not be more than fifty percent of
the Partnership's annual net cash flow as defined, subject to an
annual minimum of $60,000).  The Partnership recorded management fee
expense of $15,000 for the three months ended March 31, 2002.

The components of the Partnership's equity in net income of the
Local Limited Partnerships for March 31, 2002 and 2001, is
summarized as follows:

                                         For the Three-Month
                                            Period Ended
                                              March 31,
                                         2002           2001
Distribution from partnerships
  with zero investment:
    Edgewood II                      $   77,992       $       0
    W Street                                  0        (155,037)

Income (loss) from investments
  with non-zero investment:
    The Alexander                       (96,850)         84,000
    Antonia Manor                             0          48,750
    Glenn Arms                           35,350          36,000
    Hedin Associates                     28,550           6,000
    Himbola Manor                        26,200               0
    Maria Manor                               0          65,000
    Marlton Manor, Ltd.                 102,500          53,750
    W Street                            (12,150)              0
                                         83,600         293,500

                                      $ 161,592       $ 138,463
  Liquidity

The Partnership's only source of cash flow is from distributions
from its investments Local Limited Partnerships or the sale or
refinancing of the Local Limited Partnerships.  There are no
current discussions with potential buyers or properties being
actively marketed.

The Local Limited Partnerships have regulatory agreements which
restrict distributions to the computation of surplus cash.  The
computation of surplus cash is calculated by subtracting accounts
payable and accrued expenses from cash on hand at the end of the
year.

At March 31, 2002, the Partnership had management fees payable to
the General Partner of $14,000. The Partnership has used excess
cash to repay these obligations in the past and the General
Partner expects to continue making payments as cash is available.

The Registrant is dependent upon distributions from its investments
in Local Limited Partnership for cash flow.  The Registrant may not
be able to generate sufficient cash flow from operations or from
distributions from its interests in Local Limited Partnerships to
pay future obligations as they become due without additional
financing or advances from the General Partner.  The General Partner
is under no obligation to advance additional funds to the
Registrant.  The General Partner, however, anticipates it will
receive adequate distributions from the Local Limited Partnerships
to maintain operations.

  Capital Resources

The General Partner believes that additional situations may arise
where it would be advantageous to the Partners to exchange
properties in a tax-free transaction.  The Partnership's basis in
its properties has been reduced through depreciation deductions
and other losses to levels substantially below the amount of debt
secured by the properties.  Additionally, the rental properties
owned and operated by the Local Limited Partnerships have typically
computed depreciation for financial reporting purposes using the
straight-line method over the estimated economic useful life of the
property.  For income tax reporting  purposes, depreciation
generally has been computed over the same or shorter periods using
accelerated methods.  As a result, the carrying values of the
Partnership's investments in Local Limited Partnerships are
substantially greater for financial reporting purposes than for
income tax reporting purposes.  Upon sale or other disposition of a
property by the Local Limited Partnership, the gain recognized by
the Partnership for income tax reporting purposes may be
substantially greater than the gain recorded for financial reporting
purposes.  Accordingly, if the properties are sold, the Partnership,
in all likelihood, would recognize taxable gain in excess of the
cash available for distribution.  If sale proceeds are reinvested in
a manner which permits the original sale to be treated as a like-
kind exchange, the Partnership can defer this gain until the new
property is sold.  Additionally, the Partnership will receive the
benefit of any cash flow or appreciation in value of the new
property.  If reinvestments were made, it is likely that the
acquired properties would be conventional, multi-family residential
projects.



PART II - OTHER INFORMATION

Item 3 - Change In and Disagreements with Accountants
on Accounting and Financial Disclosure

As of February 8, 2002, Smith & Radigan, Certified Public
Accountants, LLC, the independent accountant previously engaged as
the principal accountant to audit the financial statements of Urban
Improvement Fund Limited - 1972 (the "Registrant," "Issuer" or the
"Partnership"), was terminated.  As of the same date, the firm of
Kenneth W. Bryant Certified Public Accountant was engaged to provide
the service for the Issuer.

The audit reports of Smith & Radigan, Certified Public Accountants,
LLC on the financial statements of the Partnership as of and for the
years ended December 31, 2000 and 1999 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
Kenneth W. Bryant was a former partner in Smith & Radigan, Certified
Public Accountants, LLC while they were the principal auditors of
the Issuer.  Kenneth W. Bryant has formed a new firm and has been
engaged by the General Partner as the principal auditor of the
Issuer.

During the Partnership's two most recent fiscal years and any
subsequent interim period preceding the change, there were no
disagreements with the former accountants on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of the former accountants, would have caused it
to make reference to the subject matter of the disagreements in
connection with its report.

The Issuer has provided a copy of this disclosure to the former
accountant, and the Issuer has received from the former accountant,
a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Issuer.  This
letter is filed as an Exhibit to this report.

There have been no disagreements with accountants on any matters
of accounting principles or practices or financial statement
disclosure.

Items 1 through 3 not applicable

Item 4 - Exhibits and Reports on Form 8-K

(a) Exhibits

Report on Form 8-K filed during the first quarter of 2002 - Change
of Accountants

Letter from former accountant, addressed to the Commission stating
that they agree with the statements made by the Partnership in the
Form 8-K.



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.




URBAN IMPROVEMENT FUND LIMITED - 1973
(Registrant)
By:	Interfinancial Real Estate Management
Company, General Partner




Date  October 21, 2002         /s/Michael Fulbright
                                  (Signature)
                       By:  Michael Fulbright, Secretary





Date  October 21, 2002        /s/John M. Orehek
                                  (Signature)
                       By: John M. Orehek, Senior Vice President



Form 8-K - CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: February 8, 2002

Urban Improvement Fund Limited - 1973
(Exact name of registrant as specified in its charter)


California                          0-7761        95-6442510
(State or other jurisdiction     (Commission   (I.R.S. Employer
of incorporation)                File Number)  Identification
Number)


55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)


Registrant's telephone number, including area code (864) 239-1000

N/A

(Former address, if changed since last report)





Item 4.    Changes in Registrant's Certifying Accountant


As of February 8, 2002, Smith & Radigan, Certified Public
Accountants, LLC, the independent accountant previously engaged
as the principal accountant to audit the financial statements of
Urban Improvement Fund Limited - 1973 (the "Registrant" or the
"Partnership"), was terminated.  As of the same date, the firm of
Kenneth W. Bryant, CPA was engaged to provide the service for the
Registrant.

The audit reports of Smith & Radigan, Certified Public Accountants,
LLC on the financial statements of the Partnership as of and for
the years ended December 31, 2000 and 1999 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.

Kenneth W. Bryant was a partner in Smith & Radigan, Certified Public
Accountants, LLC while they were the principal auditors of the
Registrant.  Kenneth W. Bryant has formed a new firm and has been
engaged as the principal auditor of the Registrant.

During the Partnership's two most recent fiscal years and any
subsequent interim period preceding the change, there were no
disagreements with the former accountants on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of the former accountants, would have caused it
to make reference to the subject matter of the disagreements in
connection with its report.

The Registrant has provided a copy of this disclosure to the former
accountant, and the Registrant requested that the former accountant
furnish the Registrant with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements
made by the Registrant, and, if not, stating the respects in which
it does not agree.  A copy of the former accountant's response
indicating agreement is included as an exhibit to this report.

Item 7.   Financial Statements and Exhibits

     (c)    Exhibits

16.1 Letter dated February 8, 2002 from the former accountant
regarding its concurrence with the statements made by the Registrant
in this Current Report.


SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.





URBAN IMPROVEMENT FUND LIMITED - 1973
         (Registrant)
By:    Interfinancial Real Estate Management
Company, General Partner




/s/Michael Fulbright
(Signature)
By:  Michael Fulbright, Secretary




/s/John M. Orehek
(Signature)
By:  John M. Orehek, Senior Vice President



Date:	February 8, 2002


Exhibit 16.1





February 8, 2002



Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir/Madam:

We have read Item 4 included in the Form 8-K dated February 8, 2002
of Urban Improvement Fund Limited - 1973 filed with the Securities
and Exchange Commission and are in agreement with the statements
contained therein.

Very truly yours,




SMITH & RADIGAN, CERTIFIED PUBLIC ACCOUNTANTS, LLC
Atlanta, Georgia

/s/Timothy P. Radigan
   Timothy P. Radigan