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, 2005

                                       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 small business issuer (Issuer) 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)

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 [_]

Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]

<PAGE>


                         PART I - FINANCIAL INFORMATION
                         ------------------------------

                          Item 1 - Financial Statements
                          -----------------------------

                                 BALANCE SHEETS

                      URBAN IMPROVEMENT FUND LIMITED - 1974
                      -------------------------------------
                             (A Limited Partnership)


                                     ASSETS
                                     ------

                                                     September 30,  December 31,
                                                          2005          2004
                                                          ----          ----

Cash and cash equivalents                            $   101,389   $ 1,445,133
Prepaid expenses                                           3,000             0
Investments in and advances to
  Local Limited Partnerships
  accounted for on the equity method                   8,895,167     8,268,171
Deposits                                               1,296,402       928,148
                                                     -----------   -----------
      Total Assets                                   $10,295,958   $10,641,452
                                                     ===========   ===========


                       LIABILITIES AND PARTNERS' CAPITAL
                       ---------------------------------


Distribution payable                                 $     2,096   $     2,096
Management fee payable                                   104,289        24,361
                                                     -----------   -----------
                                                         106,385        26,457
Partners' Capital:
  General Partner - 115 Partnership units
    authorized, issued and outstanding                   101,895       106,150

  Limited Partners - 11,394 Partnership units
    authorized, issued and outstanding                10,087,678    10,508,845
                                                     -----------   -----------
                                                      10,189,573    10,614,995
                                                     -----------   -----------
Total Liabilities and Partners' Capital              $10,295,958   $10,641,452
                                                     ===========   ===========


Unaudited.  See accompanying notes to financial statements.



                                      -2-
<PAGE>


                      CAPITALIZATION AND PARTNERS' CAPITAL

                      URBAN IMPROVEMENT FUND LIMITED - 1974
                      -------------------------------------
                             (A Limited Partnership)



                                                 September 30,      December 31,
                                                     2005               2004
                                                     ----               ----
General Partner Interest - 115 Partner-
   ship units issued and outstanding             $    115,192      $    115,192

Limited Partners' Interest - 11,394
   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                          (4,163,075)       (4,163,075)

Accumulated earnings through
   December 31, 2004                                4,573,917         4,573,917

Loss for nine-month period ended
   September 30, 2005                                (425,422)                0
                                                 ------------      ------------
                                                   (1,329,619)         (904,197)
                                                 ------------      ------------
Partners' Capital at End of Period               $ 10,189,573      $ 10,614,995
                                                 ============      ============


Unaudited.  See accompanying notes to financial statements.


                                      -3-
<PAGE>


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


<TABLE>
<CAPTION>
                                              For the Three-Month           For the Nine-Month
                                                 Period Ended                  Period Ended
                                                 September 30,                 September 30,
                                              2005           2004           2005           2004
                                              ----           ----           ----           ----
<S>                                        <C>            <C>            <C>            <C>
Revenues                                   $     602      $   3,287      $   8,600      $   8,279

Cost and expenses:

   Professional fees                           5,000          5,000         15,000         15,000

   Management fee                             44,267         44,267        132,800        132,800

   Other expenses                                460          2,994         13,219         26,832

   Amortization                                1,129          1,129          3,387          3,387
                                           ---------      ---------      ---------      ---------
                                              50,856         53,390        164,406        178,019
                                           ---------      ---------      ---------      ---------

Loss before equity of
   Local Limited Partnerships                (50,254)       (50,103)      (155,806)      (169,740)
Equity in net income (loss) of Local
   Limited Partnerships                     (192,133)       176,878       (269,617)       458,129
                                           ---------      ---------      ---------      ---------

Net Income (loss)                          $(242,387)     $ 126,775      $(425,423)     $ 288,389
                                           =========      =========      =========      =========

Allocation of net income:

   Net income (loss) allocated
      to General Partner                   $  (2,423)     $   1,267      $  (4,254)     $   2,884

   Net income (loss) allocated
      to Limited Partners                   (239,964)       125,508       (421,169)       285,505
                                           ---------      ---------      ---------      ---------

                                           $(242,387)     $ 126,775      $(425,423)     $ 288,389
                                           =========      =========      =========      =========

Net income (loss) allocated
   to Limited Partners per
   Limited Partnerships
   Unit (11,394 units out-
   standing at September 30,
   2005 and 2004)                          $     (21)     $      11      $     (37)     $      23
                                           =========      =========      =========      =========
</TABLE>


Unaudited.  See accompanying notes to financial statements.


                                      -4-
<PAGE>


                            STATEMENTS OF CASH FLOWS

                      URBAN IMPROVEMENT FUND LIMITED - 1974
                      -------------------------------------
                             (A Limited Partnership)



<TABLE>
<CAPTION>
                                                For the Three-Month                For the Nine-Month
                                                    Period Ended                      Period Ended
                                                    September 30,                     September 30,
                                                2005            2004              2005             2004
                                                ----            ----              ----             ----
<S>                                        <C>              <C>              <C>              <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
     Net income (loss)                     $  (242,387)     $   126,775      $  (425,423)     $   288,389
     Adjustments to reconcile
        net income to net cash
        used by operating
        activities:
           Amortization of initial
              and rent-up fees                   1,129            1,129            3,387            3,387
           Equity in net income of
              local limited partner-
              ships                            192,133         (176,878)         269,617         (458,129)
           Increase (decrease) in
             trade accounts payable,
             accrued management fees
             and prepaid expenses               10,650           49,266           76,929          (30,464)
                                           -----------      -----------      -----------      -----------
              Total adjustments                203,912         (126,483)         349,933         (485,206)
                                           -----------      -----------      -----------      -----------
                Net cash used by
                  operating activities         (38,475)             292          (75,490)        (196,817)

CASH FLOWS FROM INVESTING
  ACTIVITIES:
     Contributions                                   0                0         (900,000)               0
     Distribution received                           0          380,000                0          855,000
     (Increase) decrease
       in deposits                                   0          (19,173)        (368,254)        (316,977)
                                           -----------      -----------      -----------      -----------
          Net cash provided by
              investing activities                   0          360,827       (1,268,254)         538,023
                                           -----------      -----------      -----------      -----------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                        (38,475)         361,119       (1,343,744)         341,206

CASH BALANCE AT BEGINNING OF
   PERIOD                                      139,864        1,209,727        1,445,133        1,229,640
                                           -----------      -----------      -----------      -----------
CASH BALANCE AT END OF PERIOD              $   101,389      $ 1,570,846      $   101,389      $ 1,570,846
                                           ===========      ===========      ===========      ===========
</TABLE>


Unaudited.  See accompanying notes to financial statements.


                                      -5-
<PAGE>


                    NOTES TO SUMMARIZE FINANCIAL INFORMATION
                               September 30, 2005
                               ------------------

                      URBAN IMPROVEMENT FUND LIMITED - 1974
                      -------------------------------------
                             (A Limited Partnership)

Note 1 - Organization - Urban Improvement Fund Limited - 1974 (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.

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 nine-month period ended September 30, 2005 are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 2005.

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, 2004.

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


                                      -6-
<PAGE>


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 September 30, 2005, the Partnership has
investments in seven 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 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.

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.

Fair Value of Financial Instruments and Use of Estimates
--------------------------------------------------------

The Partnership estimates that the aggregate fair value of all financial
instruments at September 30, 2005 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.


                                      -7-
<PAGE>


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 $177,066. (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 management fee earned for the six
months ended September 30, 2005 and 2004 was $132,800 and $ 132,800
respectively.

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 2005 and 2004.

The General Partner of the Partnership is a corporation owned by a corporation
which Paul H. Pfleger is the sole shareholder. Partnership Services, Inc. (PSI),
another corporation owned by a corporation which Paul H. Pfleger is the sole
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. No fees were paid to PSI during 2005 or 2004. In
addition, as shown in the following table, PSI has become the General Partner in
one of the Local Limited Partnerships in which the Partnership has or had
investments:

                                                    Date PSI Became
         Local Limited Partnership                  General Partner
         -------------------------                  ---------------

         Notre Dame Apartments                      March 1977 to
                                                      December 2002
         Capitol Hill Associates                    December 1978

The General Partner of the following partnerships has been replaced with an
entity which is controlled by Paul H. Pfleger:

         Local Limited Partnership                      Date
         -------------------------                      ----

         Notre Dame Apartments                      December 2000
         Monatiquot Village                         February 2000

Note 3 - Investments in Local Limited Partnerships - As of September 30, 2005,
the Partnership has investments in seven 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.



                                      -8-
<PAGE>



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 investments in Local
Limited Partnerships are comprised of:

                                     September 30, 2005        December 31, 2004
                                     ------------------        -----------------

Capital contributions                       $ 9,140,996             $ 8,240,996

Distributions                                (7,172,642)             (7,172,642)

Equity in losses                              6,400,514               6,670,131

Advances                                        164,605                 164,605

Unamortized costs of acquisitions               361,694                 365,081
                                            -----------             -----------
                                            $ 8,895,167             $ 8,268,171
                                            ===========             ===========

During February 2005, Monatiquot refinanced the mortgage and received
approximately $5,500,000 in refinance proceeds. During June 2005, the
partnership bought two properties in Tukwila, Washington for a total of
$14,300,000. The properties are adjacent to each other and have a total of 192
units.

Note 4 - Management's Discussion and Analysis of Financial
         Condition and Results 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 and repayment of advances
from Local Limited Partners for cash flow.



                                      -9-
<PAGE>


The components of the Partnership's equity in income of the Local Limited
Partnerships for the nine months ended September 30, 2005 and 2004, is
summarized as follows:

<TABLE>
<CAPTION>
                                          For the Three-Month       For the Nine-Month
                                             Period Ended              Period Ended
                                             September 30,             September 30,
                                           2005         2004         2005         2004
                                           ----         ----         ----         ----
<S>                                     <C>          <C>          <C>          <C>
Income (loss) from investments
  with non-zero investment:
      Notre Dame                        $ (35,985)   $  21,929    $(147,671)   $ (49,748)
      Capitol Hill                         71,794       43,470      145,536      113,665
      Monatiquot Village Associates      (227,942)     111,479     (267,482)     394,212
                                        ---------    ---------    ---------    ---------

                                        $(192,133)   $ 176,878    $(269,617)   $ 458,129
                                        =========    =========    =========    =========
</TABLE>


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.

Five 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. Monatiquot Village Associates and Notre
Dame Apartments have no restriction on distributions and their General Partner
is an affiliate of the General Partner of the Issuer.

The General Partner anticipates it will receive adequate distributions from the
Local Limited Partnerships to maintain operations.

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. 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 situations may arise where it would be
advantageous to the Partnership 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


                                      -10-
<PAGE>


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 may 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 are made, it is
likely that the acquired properties will be conventional, multi-family
residential projects.

The partnership has made no material commitments for capital expenditures.

Note 5 - 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.


                                      -11-
<PAGE>


                           PART II - OTHER INFORMATION
                           ---------------------------


Items 1 through 5 not applicable

Item 6 Exhibits and Reports on Form 8-K

     a)   Exhibits
          99 Certification 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 September 30, 2005.





                                      -12-
<PAGE>


                                   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 - 1974
                      -------------------------------------
                                    (Issuer)
                    By: Interfinancial Real Estate Management
                            Company, General Partner





Date: 12-31-05                       /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: 12-31-05                       /s/ John M. Orehek
     -----------------------         -------------------------------------------
                                     John M. Orehek
                                     Senior Vice President
                                     Interfinancial Real Estate Company,
                                     equivalent of the
                                     Chief Financial Officer of the Partnership



                                      -13-