UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q

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

             For the quarterly period ended September 30, 1997

                                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 0-8071

            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>
<S>
                                          <C>                          <C>
                                      September 30,            December 31,
                                          1997                      1996

Cash and cash equivalents              $1,445,097              $1,394,990

Investments in and advances
to Local Limited Partnerships
accounted for on the equity
method                                  1,275,343               1,161,695 

   Total Assets                        $2,720,440              $2,556,685 

                            LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                       $      -0-              $       47 
Management fee payable                     14,255                  28,510 
Distribution payable                        2,096                   2,096 
                                           16,351                  30,653 

Partners' Capital:
General Partner - 115
Partnership units 
authorized, issued 
and outstanding                            27,041                  25,260 

Limited Partners - 11,404
Partnership units
authorized, issued
and outstanding                         2,677,048               2,500,772 
                                        2,704,089               2,526,032 

Total Liabilities and
 Partners' Capital                     $2,720,440               $2,556,685 
</TABLE>


Unaudited.  See accompanying notes.

<PAGE>

                 CAPITALIZATION AND PARTNERS' CAPITAL

                 URBAN IMPROVEMENT FUND LIMITED   1974
                          (A Limited Partnership)
<TABLE>
<S>
                                           <C>                          <C>
                                      September 30,            December 31,
                                          1997                      1996

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, 1996                    (6,496,620)                (6,496,620)

Income for nine-month
period ended
September 30, 1997                      178,057                        -0-  
                                     (6,318,563)                (6,496,620)
Partners' Capital at
End of Period                       $ 2,704,089                $ 2,526,032 
</TABLE>



Unaudited.  See accompanying notes.

<PAGE>

                               STATEMENTS OF INCOME

                      URBAN IMPROVEMENT FUND LIMITED - 1974
                             (A Limited Partnership)
<TABLE>
<S>
                     <C>                <C>        <C>             <C>
                      For the Three-Month           For the Nine-Month
                          Period Ended                  Period Ended
                          September 30,                 September 30,
                      1997            1996        1997           1996

 Revenues           $ 15,130        $ 20,762    $ 44,003       $ 55,958 

Cost and expenses:

Professional fees     19,350           1,650      42,657         15,024 

Management fee        14,255          14,255      42,765         42,765 

Other expenses          (370)            250       1,296          2,924 

 Amortization            833             833       2,499          2,499 
                      34,068          16,988      89,217         63,212 

Loss before
equity in 
income of
Local Limited
Partnerships         (18,938)          3,774     (45,214)        (7,254)
Equity in net
income of
Local
Limited
Partnerships          73,178          49,025      223,271        150,540 

  Net Income        $ 52,240        $ 52,799     $178,057      $ 143,286 

Allocation of
net income:

Net income
allocated to
General Partner     $    542         $   528     $  1,781       $  1,433 

Net income
allocated to
Limited Partners      53,698          52,271      176,276        141,853 

                    $ 54,240         $52,799     $178,057       $143,286 

Net income
allocated to
Limited 
Partners per
Limited
Partnerships
Unit (11,404
units out-
standing at
September 30,
1997 and 1996)     $       5         $      5     $    16        $    13 
</TABLE>

Unaudited.  See accompanying notes.

<PAGE>

                              STATEMENTS OF CASH FLOWS

                        URBAN IMPROVEMENT FUND LIMITED - 1974
                                (A Limited Partnership)

<TABLE>
<S>
                       <C>                <C>             <C>             <C>
                         For the Three-Month               For the Nine-Month
                             Period Ended                      Period Ended
                            September 30,                     September 30,
                       1997             1996             1997            1996
CASH FLOWS FROM
OPERATING
 ACTIVITIES:
 Net income        $   54,240        $   52,799       $ 178,057       $ 143,286 
Adjustments to
reconcile net
income to net
cash used by
operating activities:
Amortization of
initial And rent-
up fees                  833                833           2,499         2,499 
Equity in net
income of
local limited
partnerships         (73,548)           (49,025)       (223,641)     (150,540)
Decrease in trade
accounts payable
and accrued
management fees          -0-                -0-         (14,302)          -0- 
Total adjustments    (72,715)           (48,198)       (235,444)     (148,041)
Net cash used
by operating
activities           (18,475)            (4,607)        (57,387)       (4,755)

CASH FLOWS
FROM INVESTING
ACTIVITIES:
Distributions
 received             24,700             15,217          78,801        60,554 

Net advances paid
by limited
partnerships         (12,170)            (5,000)         19,523        21,351 

Net cash provided
by investing
activities            12,530             10,217          98,324        81,905 

NET INCREASE
(DECREASE) IN
CASH AND CASH
EQUIVALENTS           (5,945)            14,824          40,937        77,150 

CASH BALANCE
AT BEGINNING
OF PERIOD          1,441,872          1,365,487       1,394,990     1,303,161 

CASH BALANCE
AT END OF
PERIOD            $1,435,927         $1,380,311      $1,435,927    $1,380,311 
</TABLE>

Unaudited.  See accompanying notes.

<PAGE>

                   NOTES TO SUMMARIZE FINANCIAL INFORMATION
                               September 30, 1997

                   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 H.
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>
<S>
                                                               <C>
                                                        Date PSI Became
  Local Limited Partnership                              General Partner

   Notre Dame Apartments                                    March 1977
   Capitol Hill Associates                                  December 1978
</TABLE>

Note 3 - Investments in Local Limited Partnerships - As of September 30, 1997
and 1996, 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 discon-
tinues recognizing losses and amortizing cost of acquisition under the
equity method when the investment in a particular Local Limited Partner-
ship is reduced to zero unless the Partnership intends to commit addi-
tional 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 investments in
Local Limited Partnerships are comprised of:

<PAGE>
<TABLE>
<S>
                                         <C>                        <C>
                           September 30, 1997            December 31, 1996

Capital contributions           $ 7,280,364                  $ 6,195,872

Distributions                    (4,411,605)                  (2,783,334)

Equity in losses                 (2,653,756)                  (3,342,372)

Advances                            153,816                      182,509

Unamortized costs
of acquisitions                     906,524                      909,020

                                $ 1,275,343                  $ 1,161,695
</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 invest-
ments.  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 nine months ended
September 30, 1997 and 1996.

The components of the Partnership's equity in income of the Local Limited
Partnerships for September 30, 1997 and 1996, is summarized as follows:

<PAGE>
<TABLE>
<S>
                          <C>           <C>               <C>            <C>
                         For the Three-Month              For the Nine-Month 
                            Period Ended                     Period Ended 
                            September 30,                    September 30, 
                         1997            1996            1997           1996

Income from invest-
ments with non-
zero investment:
  Notre Dame           $51,848          $33,808        $155,544      $101,424 

Repayment from
(advances to) part-
nerships with zero
investment:
  Capitol Hill             -0-              -0-          26,609        19,871 
  Elk Grove             (3,000)             -0-          (3,000)          -0- 
  Norway House            (195)             -0-            (195)          -0- 
                        (3,195)             -0-          23,414        19,871 

Distribution
received from
partnerships
with zero
investment:
  Norway House             -0-              -0-             -0-        10,653 
  51st and King
  Drive                    -0-              -0-           4,766         3,375 
  Elk Grove                -0-           15,217          15,217        15,217 
  Southern
 Boulevard              24,700              -0-          24,700           -0- 
                        24,700           15,217          44,683        29,245 

                     $  73,353        $  49,025       $ 223,641     $ 150,540 
</TABLE>

<PAGE>

                                  PART II   OTHER INFORMATION


Items 1 through 5 not applicable

Item 6 Exhibits and Reports on Form 8-K

    a) None

    b) The registrant has not filed a report on Form 8-K during the quarter
       ending September 30, 1997.

<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  December 10, 1997

         Michael Fulbright
            (Signature)
By:  Michael Fulbright, Secretary



Date  December 10, 1997

        John M. Orehek
          (Signature)
By: John M. Orehek, Senior Vice President