UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10QSB

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

For the quarterly period ended September 30, 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 0-7771

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

          California                             95-6448384
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)

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


Indicate by check mark whether the Issuer (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,     December 31,
   2002      2001

Cash                           $    9,746           $    7,727

Distribution receivable                 0                6,989

Investments in and
 advances to Local
 Limited Partnerships
 accounted for on the
 equity method                  3,890,405            3,920,638

Total Assets                   $3,900,151           $3,935,354

LIABILITIES AND PARTNERS' (DEFICIT)

Accounts payable               $        0           $    2,500

Management fee payable          1,257,542            1,308,167
                                1,257,542            1,310,667

Partners' (Deficit):
General Partner -
 100 Partnership
 units authorized,
 issued and
 outstanding                     (344,368)            (345,264)

Limited Partners -
 11,405 partnership
 units authorized,
 issued and
 outstanding                    2,986,977            2,969,951
                                2,642,609            2,624,687

Total Liabilities
 and Partners' (Deficit)       $3,900,151           $3,935,354


Unaudited.  See accompanying notes.


CAPITALIZATION AND PARTNERS' (DEFICIT)

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





                                    September 30,   December 31,
                                        2002           2001
General Partner Interest - 100
Partnership 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, 2001                   (7,586,138)     (7,586,138)

Income for nine-month period ended
 September 30, 2002                      17,922               0
                                     (8,882,391)     (8,900,313)

Partners' (Deficit) at
 end of Period                     $  2,642,609    $  2,624,687




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
                        September 30,           September 30,
                      2002         2001       2002        2001

Revenues           $      11   $       0   $      70   $      31

Cost and expenses:

 Professional fees     5,134       7,500      15,134      22,500

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

 Amortization expense  5,736       4,216      17,208      12,648

 Other                    70       2,690       2,406       7,690
                      28,440      31,906      87,248      95,338

Loss before equity
 in loss of
 Local Limited
 Partnerships        (28,429)    (31,906)    (87,178)    (95,307)

Equity in loss
 of Local
 Limited
 Partnerships         72,150      107,513    105,100     230,013

Net income (loss)  $  43,721    $  75,607 $   17,922   $ 134,706

Allocation of
 net loss:

 Net loss
  allocated
  to General
  Partner           $   2,185   $   3,780  $      896  $   6,735

 Net loss
 Allocated
 To Limited
 Partners              41,536      71,827      17,026    127,971

                    $  43,721   $  75,607  $   17,922  $ 134,706

Net loss
 Allocated
 to Limited
 Partners per
 Limited
 Partnership
 Unit (11,405
 units outstanding
 at September 30,
 2002 and 2001)     $       4  $       6  $         2  $      11



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,           September 30,
                     2002      2001         2002         2001
CASH FLOWS FROM
 OPERATING
 ACTIVITIES:
Net income       $  43,721   $  75,607   $  17,922    $ 134,706
Adjustments
 to reconcile
 net loss to
 net cash used
 by operating
 activities:
Amortization         5,736       4,216       17,208       12,648
Equity in net
 (income) loss
 of local limited
 partnerships      (72,150)   (107,513)    (105,100)    (230,013)
Decrease in due
 from affiliates
 and distributions
 receivable              0           0        6,989           0
Increase
 (decrease)
 in accounts
 payable and
 accrued
 management
 fees                10,000       2,183      (53,125)     55,550
 Total adjustments  (56,414)   (101,114)    (134,028)   (161,815)
Net cash provided
 By operating
 Activities         (12,693)    (25,507)   (116,106 )    (27,109)

CASH FLOWS FROM
 INVESTING
 ACTIVITIES:
Distributions
 from local
 limited
 Partnerships             0       64,947     118,125      64,947
 Repayment
  of advance         11,832       36,692           0      36,692
Net cash
 provided by
 investing
 activities          11,832      101,639     118,125     101,639

NET INCREASE
 (DECREASE) IN
 CASH AND CASH
 EQUIVALENTS           (861)      76,132       2,019      74,530

CASH BALANCE
 AT BEGINNING
 OF PERIOD           10,607          312       7,727       1,914

CASH BALANCE
 AT END
 OF PERIOD        $   9,746   $   76,444   $   9,746  $   76,444




Unaudited.  See accompanying notes.



NOTES TO SUMMARIZE FINANCIAL INFORMATION
September 30, 2002

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 11,410 units of limited
partnership interest pursuant to a public offering of such units
which terminated on December 31, 1973.  Since the offering, five
units were abandoned leaving a total of 11,405 units.  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, 2002, 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 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
Partners of the Local Limited Partnerships, deducted when paid
for income tax reporting purposes (Note 2), are capitalized as
costs of acquisition 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 Partnerships'
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.

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.

Advances from General Partner

The general partner made advances to the Partnership of $732,923
in 1997. The funds were used to make contributions to 808
Investment Limited Partnership.  The Partnership repaid $216,835
in 1998, $321,582 in 1999, $17,500 in 2000 and $177,007 in 2001.
The advances were non-interest bearing and due on demand.

Distributions Receivable

At December 31, 2001, distributions of $6,989 from Crowninshield
Apartments had not been received.  The distributions were
received during 2002.

Fair Value of Financial Instruments and Use of Estimates

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

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 $130,376 at September 30, 2002.  (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 three-month period ended September 30, 2002
and 2001, the minimum fee of $17,500 has been accrued.  During
the nine months ended September 30, 2002, management fees of
$103,125 were paid.  At September 30, 2002, management fees of
$1,257,542 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 and 2000.  In addition, PSI has
become 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, 2002, 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, 2002    December 31, 2001

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

Distributions               (1,903,086)          (1,784,961)


                       September 30, 2002    December 31, 2001

Equity in losses            (1,799,750)          (1,904,850)

Advances                             0                    0

Unamortized costs
 of acquisitions               762,049              779,257

                           $ 3,890,405          $ 3,920,638

Item 2 - Management's Discussion and Analysis
         or Plan of Operations

This item should be read in conjunction with the financial
statements and other items contained elsewhere in this report.

The components of the Partnership's equity in net loss of the
Local Limited Partnerships for September 30, 2002 and 2001 is
summarized as follows:

                     For the Three-Month    For the Nine-Month
                        Period Ended           Period Ended
                        September  30,         September 30,
                       2002        2001       2002         2001
Repayment from
 (advance to)
 Partnership
 with zero
 investment:
  Community Circle   $      0   $  36,692   $       0   $  36,692
Distribution
 received from
 Partnership
 with zero
 investment:
  Community Circle          0       8,821           0       8,821

Income (loss)
 from investments
 with non-zero
 investment:
  808 Investments L.P.  56,750     62,000      65,700     184,500
  Community Circle      15,400          0      39,400           0

                      $ 72,150  $ 107,513   $ 105,100   $ 230,013

Liquidity

The Partnership's only source of cash flow is from distributions
from its investments in 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 Issuer.  The majority of
cash distributions have been from 808 Investment Limited
Partnership during the past few years.

During 2001, cash distributions from Local Limited Partnerships
totaled $243,239.  As of September 30, 2002, cash distributions
from Local Limited Partnerships totaled $118,125.  These funds
were utilized to fund operations and repay General Partner
Advances.  The General Partner anticipates it will receive
adequate distributions from the Local Limited Partnerships to
maintain operations.

At September 30, 2002, the Partnership had management fees
payable to the General Partner of $1,257,542.  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, 2002.


SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Issuer has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



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





Date  October 30, 2002            /s/Michael Fulbright
                                      (Signature)
                     By:  Michael Fulbright, Secretary





Date  October 30, 2002           /s/John M. Orehek
                                    (Signature)
                     By: John M. Orehek, Senior Vice President