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 March 31, 2004

                             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

                                     March 31,  December 31,
                                       2004         2003

Cash                              $   36,515     $   37,584

Investments in and advances
 to Local Limited Partnerships
 accounted for on the equity
 method                            3,050,606     3,079,683

Total Assets                      $3,087,121    $3,117,267


              LIABILITIES AND PARTNERS' (DEFICIT)

Accounts payable                  $    5,000    $        0
Management fee payable               899,542       882,042
                                     904,542       882,042

Partners' (Deficit):
 General Partner - 100
 Partnership units
 authorized, issued and
 outstanding                        (367,370)     (364,738)

Limited Partners - 11,405
 Partnership units
 authorized, issued and
 outstanding                       2,549,949     2,599,963
                                   2,182,579     2,235,225

Total Liabilities and
 Partners' (Deficit)              $3,087,121    $3,117,267



Unaudited.  See accompanying notes to financial statements.


              CAPITALIZATION AND PARTNERS' (DEFICIT)

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





March 31,   December 31,
    2004        2003
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, 2003                    (7,975,600)   (7,975,600)

Loss for three-month
 period ended
 March 31, 2004                         (52,646)            0
                                     (9,342,421)   (9,289,775)

Partners' (Deficit)
 at End of Period                   $ 2,182,579   $ 2,235,225



Unaudited.  See accompanying notes to financial statements.


                      STATEMENTS OF INCOME

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


                                     For the Three-Month
                                         Period Ended
                                           March 31,
                                      2004          2003

Revenues                           $      51      $     167

Cost and expenses:

 Professional fees                     5,000          5,500

 Management fee                       17,500         17,500

 Amortization expense                  4,216          4,216

 Other                                 1,121            801
                                      27,837         28,017

Loss before equity in
 loss of Local Limited
 Partnerships                        (27,786)       (27,850)

Equity in income (loss)of
 Local Limited Partnerships          (24,860)         7,989

Net income (loss)                  $ (52,646)     $ (19,861)

Allocation of net income (loss):

 Net income (loss) allocated
 to General Partner                $  (2,632)     $    (993)

 Net income (loss) allocated
 to Limited Partners                 (50,014)       (18,868)

                                  $  (52,646)     $ (19,861)

Net income (loss) allocated
 to Limited Partners per
 Limited Partnership Unit
 (11,405 units outstanding
 at March 31, 2004 and 2003)      $       (4)     $     (2}



Unaudited.  See accompanying notes to financial statements.


STATEMENTS OF CASH FLOWS

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



For the Three-Month
      Period Ended
     March 31,
   2004     2003

CASH FLOWS FROM
 OPERATING ACTIVITIES:
 Net income (loss)               $  (52,646)       $  (19,861)
Adjustments to reconcile
 net income (loss) to net
 cash used by operating
 activities:
 Amortization                         4,216             4,216
 Equity in net (income)
  loss of local limited
  Partnerships                       24,860            (7,989)
 Decrease in due
 from affiliates
 and distributions
 receivable
 Increase (decrease) in
 accounts 	payable and
 accrued management fees             22,501            19,500
 Total adjustments                   51,577           15,727
  Net cash provided by
   operating activities              (1,069)          (4,134)

 NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS           (1,069)          (4,134)

 CASH BALANCE AT BEGINNING
 OF PERIOD                           37,584           89,419

CASH BALANCE AT END OF PERIOD    $   36,515       $   85,285



Unaudited.  See accompanying notes to financial statements.


NOTES TO SUMMARIZE FINANCIAL INFORMATION
March 31, 2004

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.

Basis of Presentation

The accompanying unaudited interim financial statements
reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the financial
condition and results of operations for the interim periods
presented.  All such adjustments are of a normal and recurring
nature.  Operating results for the three-month period ended
March 31, 2004 are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31,
2003.

While the General Partner believes that the disclosures
presented are adequate to make the information not misleading,
it is suggested that these financial statements be read in
conjunction with the financial statements and notes included
in the Partnership's Annual Report filed on Form 10-KSB for
the fiscal year ended December 31, 2003.

Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board
("FASB") issued Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities.  FIN 46 requires
the consolidation of entities in which an enterprise absorbs a
majority of the entity's expected losses, receives a majority
of the entity's  expected residual returns, or both, as a
result of ownership, contractual or other financial interests
in the entity.  Prior to the issuance of FIN 46, entities were
generally consolidated by an enterprise when it had a
controlling financial interest through ownership of a majority
voting interest in the entity.  FIN 46 applied immediately to
variable interest entities created after January 31, 2003, and
with respect to variable interests held before February 1,
2003, FIN 46 will apply beginning July 1, 2003.

The Partnership has not entered into any partnership
         investments subsequent to  January 31, 2003.  The
Partnership is in the process of evaluating its investments
in unconsolidated partnerships that may be deemed variable
interest entities under the provisions of FIN 46.  The
Partnership has not yet determined the anticipated impact of
adopting FIN 46 for its partnership agreements that existed as
of January 31, 2003.  However, FIN 46 may require the
consolidation of assets, liabilities and operations of certain
of the Partnership's unconsolidated partnership investments.
Although the Partnership does not believe the full adoption of
FIN 46 will have an impact on net earnings, the Partnership
cannot make any definitive conclusion until it completes its
evaluation.

Note 2 - Method of Accounting - As of March 31, 2004, 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, 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.

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.

Fair Value of Financial Instruments and Use of Estimates

The Partnership estimates that the aggregate fair value of all
financial instruments at March 31, 2004 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 March 31, 2004.  (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 March 31,
2004 and 2003, the minimum fee of $17,500 has been accrued.
At March 31, 2004, management fees of $899,542 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.  No liquidation fees were paid to the General Partner
during 2004 and 2003.

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 2003 and 2002.  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
March 31, 2004, 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:

                          March 31, 2004   December 31, 2003

Capital contributions       $ 6,831,193      $ 6,831,192

Distributions                (2,458,321)      (2,458,321)

Equity in losses             (2,055,563)      (2,030,701)

Unamortized costs
 of acquisitions                733,297          737,513

                            $ 3,050,606      $ 3,079,683

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

The matters discussed in this report contain certain forward-
looking statements, including, without limitation, statements
regarding future financial performance and the effect of
government regulations.  The discussions of the Registrant's
business and results of operations, including forward-looking
statements pertaining to such matters, do not take into
account the effects of any changes to the Registrant's
business and results of operations.  Actual results may differ
materially from those described in the forward-looking
statements and will be affected by a variety of risks and
factors including, without limitation:  national and local
economic conditions; the terms of governmental regulations
that affect the Registrant and interpretations of those
regulations; the competitive environment in which the
Registrant operates; financing risks, including the risk that
cash flows from operations may be insufficient to meet
required payments of principal and interest; real estate
risks, including variation of real estate values and the
general economic climate in local markets and competition for
tenants in such markets; and possible environmental
liabilities.  Readers should carefully review the Registrant's
financial statements and the notes thereto, as well as the
risk factors described in the documents the Registrant files
from time-to-time with the Securities and Exchange Commission.

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

Liquidity

The Partnership has followed the practice of investing
available funds not used in the purchase of properties or
in operations into short-term investments.  Interest income
resulted from such short-term investments.  The Partnership
is dependent upon interest earned and the distributions from
Local Limited Partners for cash flow.

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
months ended March 31, 2004 and 2003.

The components of the Partnership's equity in net loss of the
Local Limited Partnerships for March 31, 2004 and 2002 is
summarized as follows:

                                     For the Three-Month
                                        Period Ended
                                          March 31,
                                      2004          2003
Income (loss) from investments
 with non-zero investment:
 808 Investments L.P.              $(24,860)     $ 12,394
 Community Circle                         0        (4,405)
                                   $(24,860)     $  7,989

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 2003, cash distributions from Local Limited
Partnerships totaled $159,361.  As of March 31, 2004, there
were no cash distributions from Local Limited Partnerships.
These funds were utilized to fund operations and repay General
Partner accrued management fees.  The General Partner
anticipates it will receive adequate distributions from the
Local Limited Partnerships to maintain operations.

At March 31, 2004, the Partnership had management fees payable
to the General Partner of $899,542.  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.

Item 3 - Controls and Procedures

The principle executive officer and principal financial
officer of the General Partner, who are the equivalent of
the Partnership's principal executive officer and principal
financial officer, respectively, have, within 90 days of the
filing date of this quarterly report, evaluated the
effectiveness of the Partnership's disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and
15d-14(c)) and have determined that such disclosure controls
and procedures are adequate.  There have been no significant
changes in the Partnership's internal controls or in other
factors that could significantly affect the Partnership's
internal controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or
material weaknesses exist in the Partnership's internal
controls.  Accordingly, no corrective actions have been taken.

                 PART II - OTHER INFORMATION


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

a) Exhibits
   99Certification pursuant to 18 U.S.C. Section 1350, as
   adopted pursuant to Section 906 of the Sarbanes-Oxley Act
   of 2002.

b) Reports on Form 8-K
   The registrant has not filed a report on Form 8-K during
   the quarter ending March 31, 2004.



                         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 13, 2004          /s/Paul H. Pfleger
                                    Paul H. Pfleger
                                 Chairman of the Board
                                 Interfinancial Real Estate
                                 Company,
                                 equivalent of the
                                 Chief Executive Officer
                                 of the Partnership




Date:  October 13, 2004           /s/John M. Orehek
                                     John M. Orehek
                                  Senior Vice President
                                  Interfinancial Real Estate
                                  Company,
                                  equivalent of the
                                  Chief Financial Officer of
                                  the Partnership


                    Certification


I Paul H. Pfleger, certify that:

1) I have reviewed this quarterly report on Form 10-QSB of
Urban Improvement Fund Limited - 1973-II;

2) Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in the
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report;

3) Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flow of the registrant as of,
and for, the periods presented in this annual report;

4) The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) for the registrant and we have:

a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the covered by this report
based on such evaluation; and

c. Disclosed in this report, any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and

5) The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and

b. Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal control over financial reporting.

Date:  October 13, 2004                /s/Paul H. Pfleger
                                          Paul H. Pfleger
                                       Chairman of the Board
                                       Interfinancial Real
                                       Estate Company,
                                       equivalent of the
                                       Chief Executive Officer
                                       of the Partnership


                         Certification

I John M. Orehek, certify that:

1) I have reviewed this quarterly report on Form 10-QSB of
Urban Improvement Fund Limited - 1973-II;

2) Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in the
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report;

3) Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flow of the registrant as of,
and for, the periods presented in this annual report;

4) The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) for the registrant and we have:

a.	Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report
is being prepared;

b.	Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
covered by this report based on such evaluation; and

c.	Disclosed in this report, any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and

5) The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and

b.	Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal control over financial reporting.

Date:  October 13, 2004       /s/John M. Orehek
                              John M. Orehek
                              Senior Vice President
                              Interfinancial Real Estate
                              Company,
                              equivalent of the
                              Chief Financial Officer of
                              the Partnership

                 Certification of CEO and CFO
             Pursuant to 18 U.S.C. Section 1350,
             as Adopted Pursuant to Section 906
             of the Sarbanes-Oxley Act of 2002




In connection with the Quarterly Report on Form 10-QSB of
Urban Improvement Fund - 1973-II (the "Partnership"), for the
quarterly period ended March 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the
"Report"), Paul H. Pfleger, as the equivalent of the Chief
Executive Officer of the Partnership, and John M. Orehek as
the equivalent of the Chief Financial Officer of the
Partnership, each hereby certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his
knowledge:

1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities and Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Partnership.











/s/Paul H. Pfleger
Name:  Paul H. Pfleger




/s/John M. Orehek
Name:  John M. Orehek


This certification accompanies the Report pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 and shall not, except to
the extent required by the Sarbanes-Oxley Act of 2002, be
deemed filed by the Partnership for purposes of Section 18 of
the Securities and Exchange Act of 1934, as amended.