UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                               FORM 10-Q

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

           For the quarterly period ended September 30, 1998

                                 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 0-7771

           URBAN IMPROVEMENT FUND LIMITED - 1973-II
     (Exact name of registrant as specified in its charter)

          California                                          95-6398192
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

<PAGE>

                     PART I - FINANCIAL INFORMATION

                       Item 1 - Financial Statements

                               BALANCE SHEETS

                 URBAN IMPROVEMENT FUND LIMITED - 1973-II
                          (A Limited Partnership)

<TABLE>
<CAPTION>
                                 ASSETS
<S>                                  <C>                       <C>
                                     September 30,             December 31,
                                         1998                      1997

Cash                                 $   16,256               $    11,750

Investments in and advances
 to Local Limited Partnerships
 accounted for on the equity
 method                               4,449,631                 4,612,279

  Total Assets                      $ 4,465,887               $ 4,624,029

                         LIABILITIES AND PARTNERS' (DEFICIT)

Management fee payable              $ 1,103,167               $ 1,068,167

Due to affiliates                       732,923                   732,923
                                      1,836,090                 1,801,090

Partners' (Deficit):
 General Partner - 100
 Partnership units
 authorized, issued
 and outstanding                       (345,009)                 (335,352)

Limited Partners - 11,335
 partnership units authorized,
 issued and outstanding               2,974,806                 3,158,291
                                      2,629,797                 2,822,939

Total Liabilities and
 Partners' (Deficit)                $ 4,465,887               $ 4,624,029
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>


                CAPITALIZATION AND PARTNERS' (DEFICIT)

               URBAN IMPROVEMENT FUND LIMITED - 1973 II
                        (A Limited Partnership)
<TABLE>
<CAPTION>
<S>                                                       <C>                       <C>
                                              September 30,      December 31,
                                                  1998              1997
General Partner Interest - 100
 Partnership units issued
 and outstanding                            $     95,000        $     95,000

Limited Partners' Interest - 11,335
 Partnership units issued and
 outstanding                                  11,335,000          11,335,000

      Total                                   11,430,000          11,430,000

Offering Expenses                             (1,237,673)         (1,237,673)

Accumulated loss through
 December 31, 1997                            (7,369,388)         (7,369,388)

Loss for nine-month 
 period ended
 September 30, 1998                             (193,142)               -0-

                                              (7,562,530)        (7,369,388)

Partners' (Deficit) at
 End of Period                              $  2,629,797       $  2,822,939
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

                        STATEMENTS OF INCOME

               URBAN IMPROVEMENT FUND LIMITED - 1973-II
                        (A Limited Partnership)
<TABLE>
<CAPTION>
<S>                     <C>            <C>              <C>           <C>
                        For the Three-Month             For the Nine-month
                            Period Ended                    Period Ended
                            September 30,                   September 30,
                        1998            1997            1998          1997

Revenues            $     418        $      95      $     729     $     739

Cost and expenses:

Professional fees       3,650            8,032         10,025        18,492

Management fee         17,500           17,500         52,500        52,500

Amortization 
 expense                4,216              -0-         12,648           -0-

Other                     -0-              515            805         7,450
                       25,366           26,047         75,978        78,442

Loss before equity
 in loss of
 Local Limited
 Partnerships         (24,948)         (25,952)       (75,249)      (77,703)

Equity in loss of
 Local Limited
 Partnership          (50,000)          57,220       (117,893)       57,233

Net loss            $ (74,948)       $  31,268      $(193,142)    $ (20,470)

Allocation of
 net loss:

 Net loss allocated
 to General
 Partner            $  (3,747)       $   1,563      $  (9,657)    $  (1,024)
 
 Net loss allocated
 to Limited
 Partners             (71,201)          29,705       (183,485)      (19,446)

                    $ (74,948)       $  31,268      $(193,142)    $ (20,470)

Net loss 
allocated to
 Limited
 Partners per
 Limited Partner-
 ship Unit (11,335 
units outstanding
 at September 30, 
 1998 and 1997)     $      (6)       $        3     $     (16)    $      (2)
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

                       STATEMENTS OF CASH FLOWS

               URBAN IMPROVEMENT FUND LIMITED - 1973-II
                        (A Limited Partnership)
<TABLE>
<CAPTION>
<S>                          <C>            <C>           <C>          <C>
                              For the Three-Month         For the Nine-month
                                 Period Ended                 Period Ended
                                 September 30,                September 30,
                              1998           1997         1998          1997
CASH FLOWS 
FROM OPERATING 
ACTIVITIES:
 Net income (loss)        $ (74,948)      $  31,268    $(193,142)   $ (20,470)
Adjustments to
 reconcile net 
 loss to net cash
 used by
 operating activities:
 Amortization                 4,216             -0-       12,648         -0-
 Equity in net
 loss of local
 limited partnership         50,000         (57,220)     117,893     (57,233)
 Increase (decrease)
 in accounts payable
 and accrued
 management fees             (6,349)        (22,168)      35,000      27,244
  Total adjustments          47,867         (79,388)     165,541     (29,989)
 Net cash provided
 by operating activities    (27,081)        (48,120)     (27,601)    (50,459)

CASH FLOWS FROM
 INVESTING
 ACTIVITIES:
 Distributions received         -0-          57,221          -0-      57,220
 Advance repayment
 from local
 limited partnership            -0-             -0-       32,107          13
 Net cash provided
 by investing
 activities                     -0-          57,221       32,107      57,233

NET DECREASE
 IN CASH
 AND CASH 
 EQUIVALENTS                (27,081)          9,101        4,506       6,774

CASH BALANCE
AT BEGINNING
 OF PERIOD                   43,337           2,549       11,750       4,876

CASH BALANCE
AT END
 OF PERIOD                 $ 16,256       $  11,650   $   16,256   $  11,650
</TABLE>


Unaudited.  See accompanying notes.
<PAGE>

             NOTES TO SUMMARIZE FINANCIAL INFORMATION
                           September 30, 1998

                URBAN IMPROVEMENT FUND LIMITED - 1973-II
                          (A Limited Partnership)

Note 1 - Organization - Urban Improvement Fund Limited - 1973-II (the
Partnership) was formed under the California Uniform Limited
Partnership Act on July 1, 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 11,335 units of
limited partnership interest pursuant to a public offering of such units
which terminated on December 31, 1973.  The Partnership also issued 100
units of general partnership interest to Interfinancial Real Estate
Management Company (the General Partner).

The Urban Improvement Fund Limited - 1973-II prospectus, dated
October 24, 1973, specified that the General Partner has five percent
interest in profits, losses and special allocations, and the limited partners
will share the remaining ninety-five percent interest in profits, losses and
special allocations in proportion to their respective units of limited
partnership interests.

Note 2 - Method of Accounting - 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
(fifteen to forty years) of the Local Limited Partnership Properties. 
Amortization is discontinued when the investment is reduced to zero.
<PAGE>

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 period received. 
Additional advances to Local Limited Partnership, after an investment is
reduced to zero, are recognized as losses in the period paid.

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.

Note 3 - Management of Urban Improvement Fund Limited - 1973-II -
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 $136,548 (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 $70,000).  This fee was not
payable during the first six years unless annual tax deductions plus cash
distributions aggregated $550 per unit.  The required level of tax
deductions was
<PAGE>

not achieved in these years, and accordingly, the fee was not paid for those
years.  However, fees of $350,000 have been recorded as a liability to the
General Partner.  Management fees payable totaling $753,167 for
subsequent years have been accrued to the General Partner because cash
flow was not sufficient to pay the fees.  The Partnership will also pay the
General Partner a liquidation fee for the sale of projects.

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 two of the Local Limited Partnerships in
which the Partnership has investments:
<TABLE>
<S>             <C>                                     <C>
                                                        Date PSI Became
                Local Limited Partnerships              General Partner

                    Community Circle                          1975

                    808 Memorial Drive                        1978
</TABLE>

During 1997, 808 Memorial Drive changed the name of the partnership to
808 Investments L.P.  In addition, PSI was removed as general partner and
converted to a limited partner.
<PAGE>

Note 4 - Investments in Local Limited Partnerships - As of September 30,
1998 and 1997, the Partnership has investments in ten active real estate
Limited Partnerships (Local Limited Partnership), which are accounted for
on the equity method.  The investment account represents the sum of the
capital investments and unamortized costs of acquisitions less the
Partnership's share in losses since the date of acquisition.  The Partnership
discontinues recognizing losses 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 Partnerships. 

The investments in Local Limited Partnerships are comprised of:
<TABLE>
<CAPTION>
<S>                           <C>                         <C>
                              September 30, 1998          December 31, 1997

Capital contributions             $6,831,192                  $6,831,192

Distributions                       (901,102)                   (901,102)

Equity in losses                  (2,380,439)                 (2,262,546)

Advances                              59,842                      91,949

Unamortized costs
 of acquisitions                     840,138                     852,786

                                  $4,449,631                  $4,612,279
</TABLE>

            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 has advanced funds to selected partnerships.  The General
Partner does not believe these net advances will significantly affect the
operations of the Partnership.  The activity of advances is as follows:
<PAGE>

<TABLE>
<S>                       <C>            <C>           <C>          <C>
                          For the Three-Month          For the Nine-month
                              Period Ended                 Period Ended
                              September 30,                September 30,
                          1998           1997          1998          1997
Advance made to 
(repaid from)
 Local Limited 
Partnership           $     -0-        $   -0-      $ (32,107)     $     13
</TABLE>

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 $136,548 (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 $70,000).  The Partnership
recorded management fee expense of $52,500 for the nine-month period
ended September 30, 1998 and 1997.

The components of the Partnership's equity in net loss of the Local
Limited Partnerships for September 30, 1998 and 1997, is summarized as
follows:
<TABLE>
<CAPTION>
<S>                              <C>               <C>                  <C>                  <C>
                           For the Three-Month           For the Nine-month
                              Period Ended                  Period Ended
                              September 30,                 September 30,
                           1998             1997         1998          1997
Advance to
Partnership with
zero investment:

 Community Circle        $    -0-         $    -0-    $  32,107    $    (50)
 808 Investments L.P.         -0-              -0-          -0-          37
                              -0-              -0-       32,107         (13)

Income from
 investments with
 non-zero investment:
 808 Investments L.P.     (50,000)            -0-      (150,000)       -0-

                       $  (50,000)       $    -0-     $(117,893) $     (13)
</TABLE>
<PAGE>

                      PART II - OTHER INFORMATION

Items 1 through 5 not applicable
Item 6 Exhibits and Reports on Form 8-K

    a)  None

    b)  The registrant has not filed a report on Form 8 K during the quarter    
        ending September 30, 1998.

<PAGE>

                              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-II
                                           (Registrant)
                            By:  Interfinancial Real Estate Management
                                 Company, General Partner


Date November 16, 1998                     Michael Fulbright
                                             (Signature)

                                 By:  Michael Fulbright, Secretary





Date November 16, 1998                      John M. Orehek
                                             (Signature)

                                By: John M. Orehek, Senior Vice President