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 September 30, 2001

	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 Small Business Issuer 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.


	PART I - FINANCIAL INFORMATION

	Item 1 - Financial Statements

	BALANCE SHEETS

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

	ASSETS


September 30,
______2001_____
December 31,
_____2000_____

Cash

$     76,444

$       1,914







Investments in and advances to
Local Limited Partnerships
accounted for on the equity
  method



___4,164,455



____4,048,729
Total Assets
$  4,240,899
$   4,050,643





LIABILITIES AND PARTNER'S - (DEFICIT)

Accounts payable
$      22,550
$   19,500
Management fee payable
1,330,667
1,278,167
Payable to affiliates
____177,006
____177,006

    1,530,223
1,474,673



Partners" Capital (Deficit):
General Partner - 100 Partnership units
    authorized, issued and outstanding
(365,882)
 (347,700)
  Limited Partners - 11,405 Partnership units
    authorized, issued and outstanding
__3,076,558
___2,923,670

  2,710,676
   2,575,970


Total Liabilities and Partners' (deficit)


$ 4,240,899



$   4,050,643











































Unaudited.  See accompanying notes.

	CAPITALIZATION AND PARTNERS" (DEFICIT)

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



	September 30,	         December 31,
	    2001     		 __2000___

General Partner Interest - 100 Partner-
ship units issued and outstanding	$     95,000 	$     95,000

Limited Partners' Interest - 11,405
Partnership units issued and
outstanding	  11,430,000 	  11,430,000

Total	11,525,000 	11,525,000

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

Distributions to partners	(76,502)	(76,502)

Accumulated loss through
December 31, 2000	(7,634,855)	(7,634,855)

Loss for the nine-month period
ended September 30, 2001	_____134,706	 ______ -0-
	 (8,814,324)	(8,949,030)

Partners' Capital (deficit) at end of period	$  2,710,676	$ 2,575,970


















Unaudited.  See accompanying notes








STATEMENTS OF INCOME

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

										For the Three-Month	For the Nine-month
	        	Period Ended           		Period Ended
	          	September30,           	September30,
		   2001   	   2000   	   2001   	   2000

Revenues								$  -0-	$    23		$  31		$     798

Cost and expenses:

Professional fees			7,500		5,000	22,500	15,000

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

Amortization					4,216	4,216	12,648	12,648

Other expense					      2,690	        46	7,690	   14,869
											31,906		26,762	95,338	95,017

Loss before equity in income
	(loss) of Local Limited
	Partnerships					(31,906)	(26,739)	(95,307)	(94,219)


Equity in income of Local
	Limited Partnerships		    107,513  	 22,500	   230,013	   30,808


Net (loss) Income				$   75,607		$  (4,239)	$  134,706 	 $ (63,411)

Allocation of Net loss:

Net Income (loss) allocated
  to General Partner		$     3,780		$   (212)	$   6,735	$   (3,170)

Net Income (loss) allocated
  to Limited Partners	    71,827		   (4,027)	   127,971 	   (60,241)

											$   75,607		$  (4,239)	$  134,706	$ (63,411)

Net Income (loss) allocated
  to Limited Partners per
  Limited Partnership Unit
  (11,405 units outstanding
  at September 30, 2001
	and 2000)							$       6		$       (3)	$_____  11	$      (5)






Unaudited.  See accompanying notes.








STATEMENTS OF CASH FLOWS

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

		For the Three-Month	        For the Nine-month
	       	Period Ended            	Period Ended
	        	September 30,         		September30,
	   2001   	   2000   	   2001   	   2000
CASH FLOWS FROM OPERATING
  ACTIVITIES:
	Net Income (loss	)			$  75,607	$   (4,239)  	$ 134,706	$  (63,411)
	Adjustments to reconcile net
  		Income (loss) to net cash
  		used by operating activities:
  			Amortization			4,216	4,216	12,648	12,648
	  		Equity in net loss of local
	     		Limited partnership	(107,513)	(22,500)	(230,013)	(30,808)
	  		Increase in due from affil-
	        iates and distributions
		  		receivable			-0-	-0-	-0-	41,200
    		Increase (decrease) in
        	accounts payable,
       	  management fees
          payable and payable
			  to affiliates		  2,183	   22,500 	___55,550   	   48,750
 Total adjustments				(101,114)	____4,216	_(161,815)     	71,790

  Net cash provided
    (used) by operating
    activities 					  (25,507)	    (23)   	(27,109)	         8,379

CASH FLOWS FROM INVESTING
ACTIVITIES:
Distributions received	   64,947	    -0-	   64,947	    -0-
Repayment (advance) to
local limited partnership	   36,692 	    -0-	   36,692	  (36,692)
        Net cash (used) by
Investing activities	   101,639	      -0-	   101,639	(36,692)

NET DECREASE IN CASH
	AND CASH EQUIVALENTS		76,132 	(23)	74,530	(28,313)

CASH BALANCE AT BEGINNING OF
  PERIOD								       312	    1,914	  1,914	  30,204

CASH BALANCE AT END OF
	PERIOD 								$76,444	$1,891	$76,444	$1,891


Unaudited.  See accompanying notes.

	NOTES TO SUMMARIZE FINANCIAL INFORMATION
	September 30, 2001

	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 11,405 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 - As of September 30, 2001, the
Partnership has investments in eight 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 the
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
of the Local Limited Partnership, deducted when paid for income tax
purposes, are capitalized as acquisition costs of the Local Limited
Partnerships and is included in the investment in local limited
partnership balance 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.

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.

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.

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

The Partnership estimated that the aggregate fair value of all
financial instruments at September 30, 2001 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.

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 $130,376 at
September 30, 2001.  (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).  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 nine-month period ended September
30, 2001 and 2000, the minimum fee of $52,500 has been accrued.  At
September 30, 2001, management fees of $1,330,667 have been recorded
as a liability to the General Partner.

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 owned one-
hundred percent by Paul H. Pfleger.  Partnership Services, Inc. (PSI),
another corporation in which Paul H. Pfleger owns one-hundred percent,
has contracted with the General Partner and the Partnership to provide
certain management and other services to any projects in which the
Partnership has an interest.  No fees were paid to PSI during 2001,
2000 or 1999.  In addition, PSI became the General Partner in two of
the Local Limited Partnerships in which the Partnership has
investments:  Community Circle, Limited and 808 Investments
Limited Partnerships.  During 1997, PSI was removed as General
Partner of 808 Investments Limited Partnership and converted to
a Limited Partner.  The new General Partner is a corporation in
which Paul H. Pfleger owns a majority interest.

Note 4 - Investments in Local Limited Partnerships - As of September
30, 2001, the Partnership has investments in eight 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:

  September 30, 2001 	December 31, 2000

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

Distributions	 (1,606,669)	(1,541,722)

Equity in losses	 (1,849,617)	(2,079,630)

Advances	-0-		36,692

Unamortized costs of acquisitions	    789,549	    802,197

		$ 4,164,455	$ 4,048,729










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

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
Partnerships for cash flow. The Partnership has advanced funds
and received payments of such advances from selected local limited
partnerships.  The General Partner believes these net advances will
not 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 $130,376 (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 $17,500 for the three-
month period ended September 30, 2001 and 2000.

The components of the Partnership's equity in net loss of the Local
Limited Partnerships for September 30, 2001 and 2000, is summarized
as follows:






	 For the Three-Month	For the Nine-Month
	      Period Ended        Period Ended
	      September  30,      September 30,
	   2001   	   2000   	   2001   	   2000
Repayment from (advance to)
  Partnership  with zero investment:
    Community Circle			$36,692	$   -0-		$36,692	$  (36,692)
Distribution received from
  Partnership with zero investment:
  Community Circle				  8,821	       -0-		8,821	      -0-

Income (loss) from
  investments with
  non-zero investment:
808 Investments L.P.		  62,000  	  _22,500		_184,500	   67,500

										$107,513	   $ 22,500		$ 230,013	$ 30,808


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.

Seven of 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.  808 Investment Limited Partnership has no
restriction on distributions and the General Partner is an affiliate
of the General Partner of the registrant.  The majority of cash
distributions have been from 808 Investment Limited Partnership
during the past few years.

At September 30, 2001, the Partnership had advances from the
General Partner of $177,006 and management fees payable to the
General Partner of $1,330,667.  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.

There is no guarantee that the Local Limited Partnerships will
generate sufficient cash flow to distribute to the Partnership
amounts sufficient to repay all advances and accrued management
fees.  If not repaid by cash flow from operating, they will most
likely be repaid with proceeds from the sale or refinancing proceeds
from the Local Limited Partnerships.

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.

The Partnership has made no material commitments for capital
expenditures.


	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, 2001.


















	SIGNATURES


646:  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
648:  by the undersigned, thereunto duly authorized.



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





Date	November 20, 2001  /s/Michael Fulbright
			   	    (Signature)
				By:  Michael Fulbright, Secretary





Date November 20, 2001	/s/John M. Orehek
				  (Signature)
				By: John M. Orehek, Senior Vice President