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 June 30, 1999

                               OR

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

       For the transition period from _________ to ________.

                     Commission File Number 0-8071

                 URBAN IMPROVEMENT FUND LIMITED - 1974
            (Exact name of registrant as specified in its charter)

          California                                        95-6504946
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 - 1974
                        (A Limited Partnership)


                                              ASSETS

<TABLE>
<CAPTION>
                                        June 30,                December 31,
                                          1999                      1998
<S>                                      <C>                      <C>\

Cash and cash equivalents              $3,786,196               $3,818,235
Receivable from affiliates                 15,000                      -0-
Investments in and advances
 to Local Limited Partnerships
 accounted for on the equity
 method                                 1,580,592               1,490,998

    Total Assets                       $5,381,788              $5,309,233


                   LIABILITIES AND PARTNERS' CAPITAL


Accounts payable                       $   10,000             $    5,200
Management fee payable                        -0-                 14,255
Distribution payable                        2,096                  2,096
                                           12,096                 21,551

Partners' Capital:
 General Partner - 115
 Partnership units
 authorized, issued
 and outstanding                           53,697                52,877

 Limited Partners - 11,404
 Partnership units
 authorized, issued
 and outstanding                        5,315,995            5,234,805
                                        5,369,692            5,287,682

Total Liabilities and
 Partners' Capital                     $5,381,788           $5,309,233
</TABLE>


Unaudited.  See accompanying notes.
<PAGE>

                 CAPITALIZATION AND PARTNERS' CAPITAL

                 URBAN IMPROVEMENT FUND LIMITED - 1974
                        (A Limited Partnership)

<TABLE>
<CAPTION>
                                       June 30,                December 31,
                                         1999                     1998
<S>                                     <C>                     <C>
General Partner Interest - 115
 Partnership units issued and
 outstanding                        $   115,192             $   115,192

Limited Partners' Interest -
 11,404 Partnership units
 issued and outstanding              11,404,000             11,404,000
                                     11,519,192             11,519,192

Offering Expenses                    (1,315,039)            (1,315,039)

Distributions to Partners            (1,181,501)            (1,181,501)

Accumulated loss through
  December 31, 1998                  (3,734,970)            (3,734,970)

Income for six-month
 period ended
 June 30, 1999                           82,010                    -0-
                                     (3,652,960)            (3,734,970)

Partners' Capital
 at End of Period                   $ 5,369,692            $ 5,287,682
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

                         STATEMENTS OF INCOME
                 URBAN IMPROVEMENT FUND LIMITED - 1974
                        (A Limited Partnership)


<TABLE>
<CAPTION>
                       For the Three-Month                For the Six-Month
                          Period Ended                       Period Ended
                             June 30,                           June 30,
                       1999            1998               1999          1998
<S>                     <C>            <C>                <C>            <C>

Revenues            $   49,815     $   43,943        $   85,109    $   61,562

Cost and expenses:

 Professional fees       5,000          3,174            10,000         6,851

 Management fee         14,255         14,255            28,510        28,510

 Other expenses         60,827         32,559            70,827        32,870

 Amortization              833            833             1,666         1,666
                        80,915         50,821           111,003        69,897

Income (Loss)
 before equity of
 Local Limited
 Partnerships          (31,100)        (6,878)          (25,894)       (8,335)
Equity in net
 income of Local
 Limited Partnerships   62,274         63,973           107,904     2,373,908

Net Income          $   31,174     $   57,095        $   82,010    $2,365,573

Allocation of net income:

 Net income allocated
 to General Partner  $     312     $      571        $      820    $   23,656

 Net income allocated
 to Limited Partners    30,862         56,524            81,190     2,341,917

                    $   31,174     $   57,095        $   82,010    $2,365,573

Net income allocated to
 Limited Partners per
 Limited Partnerships
 Unit (11,404 units out-
 standing at June 30,
 1999 and 1998)     $        3     $       5         $        7   $      205
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

                       STATEMENTS OF CASH FLOWS

                 URBAN IMPROVEMENT FUND LIMITED - 1974
                        (A Limited Partnership)


<TABLE>
<CAPTION>
                       For the Three-Month            For the Six-Month
                          Period Ended                   Period Ended
                            June 30,                        June 30,
                       1999            1998           1999           1998
<S>                    <C>               <C>          <C>            <C>

CASH FLOWS FROM
 OPERATING ACTIVITIES:
 Net income        $   31,174        $   57,095   $   82,010     $2,365,573
 Adjustments to
 reconcile net
 income to net
 cash used by
 operating activities:
 Amortization of
 initial and rent-up
 fees                     833               833       1,666          1,666
 Equity in net
 income of
 local limited
 partnerships         (62,274)          (63,973)   (107,904)    (2,373,908)
 Increase in
 receivable from
 affiliate            (15,000)              -0-     (15,000)           -0-
 Decrease in trade
 accounts payable
 and accrued
 management fees       (9,255)          (11,081)     (9,455)       (22,161)
 Total adjustments    (85,696)          (74,221)   (130,693)    (2,394,403)
 Net cash used by
 operating activities (54,522)          (17,126)    (48,683)       (28,830)

CASH FLOWS FROM
INVESTING ACTIVITIES:
 Distributions
 received               7,074            44,330      7,074        2,297,365

 Net advances
 repaid  by
 limited
 partnerships           9,570               -0-      9,570             -0-

Net cash provided
 by investing
 activities            16,644            44,330     16,644        2,297,365

NET INCREASE
 (DECREASE) IN
 CASH AND CASH
 EQUIVALENTS          (37,878)           27,204    (32,039)       2,268,535

CASH BALANCE
 AT BEGINNING
 OF PERIOD          3,824,074         3,695,787  3,818,235        1,454,456

CASH BALANCE
 AT END
OF PERIOD          $3,786,196        $3,722,991 $3,786,196       $3,722,991
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

             NOTES TO SUMMARIZE FINANCIAL INFORMATION
                           June 30, 1999

              URBAN IMPROVEMENT FUND LIMITED - 1974
                     (A Limited Partnership)

Note 1 - Organization - Urban Improvement Fund Limited (the
Partnership) was formed under the California Uniform Limited
Partnership Act on January 13, 1974, for the principal purpose of investing
in other limited partnerships (Local Limited Partnerships), which own
federal and state-assisted housing projects.  The Partnership issued 11,404
units of limited partnership interest pursuant to a public offering of such
units which terminated on December 31, 1974.  The Partnership also
issued 115 units of general partnership interest to Interfinancial Real
Estate Management Company (the General Partner).

 The Urban Improvement Fund Limited - 1974 prospectus, dated July 23,
1974, specified that the General Partner will have at least a one percent
interest in profits, losses and special allocations, and the limited partners
will share the remainder of the interest in profits, losses and special
allocations in proportion to their respective units of limited partnership
interests.  It is the General Partners' intention to allocate, for income tax
and financial reporting purposes, the profits, losses and special allocations
in the ratio of ninety-nine percent to the limited partners and one percent
to the General Partner.


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 is required 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.

   Management of Urban Improvement Fund Limited - 1974
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 $146,065 (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 $57,020).  The Partnership will
also pay the General Partner a liquidation fee for the sale of projects.
<PAGE>

The General Partner of the Partnership is a corporation in which Paul.
Pfleger owns 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 to 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>
<CAPTION>
                                                      Date PSI Became
  Local Limited Partnerships                          General Partner
<S>                                                   <C>
Notre Dame Apartments                                    March 1977
Capitol Hill Associates                                  December 1978
</TABLE>

Note 3 - Investments in Local Limited Partnerships - As of June 30, 1999
and 1998, the Partnership has investments in nine active real estate
Limited Partnerships (Local Limited Partnerships), which are accounted
for on the equity method.  The investment account represents the sum of
the capital investment and unamortized costs of acquisitions less the
Partnership's share in losses since the date of acquisition.  The
Partnership discontinues recognizing losses and amortizing cost of
acquisition under the equity method when the investment in a particular
Local Limited Partnership is reduced to zero unless the Partnership intends
to commit additional funds to the Local Limited Partnership.

The Partnership has an investment in one Limited Partnership that sold its
real estate during 1984.  This Partnership (Elk Grove Elderly) holds a note
receivable for a portion of the sales proceeds.  The note receivable was
paid during the quarter ended March 31, 1998.  The Partnership received
$2,253,035 as payment in full of the note receivable.  The investments in
Local Limited Partnerships are comprised of:
<PAGE>

<TABLE>
<CAPTION>
                                    June 30, 1999         December 31, 1998
<S>                                 <C>                   <C>
Capital contributions                $ 6,226,304             $ 6,226,304

Distributions                         (2,964,823)             (2,957,749)

Equity in losses                      (2,725,142)             (2,833,046)

Advances                                 143,564                153,134

Unamortized costs
 of acquisitions                         900,689                902,355

                                     $ 1,580,592            $ 1,490,998

</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.  Interest income 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.

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 $146,065 (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 $57,020).  The Partnership
recorded management fee expense of $28,510 for the six months ended
June 30, 1999 and 1998.

The components of the Partnership's equity in income of the Local
Limited Partnerships for June 30, 1999 and 1998, is summarized as
follows:
<PAGE>
<TABLE>
<CAPTION>
                      For the Three-Month                For the Six-Month
                          Period Ended                     Period Ended
                             June 30,                         June 30,
                       1999           1998                1999          1998
<S>                     <C>            <C>                <C>            <C>
Income from
 investments with
 non-zero investment:
  Notre Dame         $  45,630      $  56,900         $  91,260    $  103,696

Repayment from
 (advances to) part-
 nerships with zero
 investment:
   Capitol Hill          9,570            -0-            9,570            -0-

Distribution
received from
 partnerships
 with zero
 investment:
 51st and
 King Drive              7,074           7,073           7,074          7,073
   Elk Grove               -0-             -0-             -0-      2,253,035
                         7,074           7,073           7,074      2,260,108

                     $  62,274         $ 63,973      $ 107,904     $2,363,804
</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 June 30, 1999.
<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 - 1974
                                          (Registrant)
                             By:  Interfinancial Real Estate Management
                                     Company, General Partner



Date August 13, 1999                      Michael Fulbright
                                             (Signature)
                                 By:  Michael Fulbright, Secretary



Date August 13, 1999                           John M. Orehek
                                                (Signature)
                                By:  John M. Orehek, Senior Vice President
<PAGE>