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 March 31, 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 0-7771

                  URBAN IMPROVEMENT FUND LIMITED   1973 II
         (Exact name of registrant as specified in its charter)

                 California                                   95-6398192     
         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      .

                             PART I   FINANCIAL INFORMATION

                             Item 1   Financial Statements

                                   BALANCE SHEETS

                         URBAN IMPROVEMENT FUND LIMITED   1973 II
                                (A Limited Partnership)

                                       ASSETS

                                                     March 31,     December 31, 
                                                       1997           1996

 Cash                                               $    5,389    $    4,876

Investments in and advances to Local
  Limited Partnerships accounted for
  on the equity method                                     -0-           -0- 

     Total Assets                                  $     5,389    $    4,876 



                       LIABILITIES AND PARTNERS' (DEFICIT)

Accounts payable                                   $     4,860   $       126 

Management fee payable                               1,050,667     1,033,167 

Advance from General Partner                            24,243        24,243 
                                                     1,079,770     1,057,536 

Partners' (Deficit):
  General Partner   100 Partnership units
    authorized, issued and outstanding                (530,218)    (529,132)

  Limited Partners   11,335 partnership
   units authorized, issued and 
   outstanding                                        (544,163)    (523,528)
                                                                            
                                                    (1,074,381)  (1,052,660)

Total Liabilities and Partners' (Deficit)          $     5,389  $     4,876 



Unaudited.  See accompanying notes.

                        CAPITALIZATION AND PARTNERS' (DEFICIT)

                       URBAN IMPROVEMENT FUND LIMITED   1973 II
                              (A Limited Partnership)


                                                 March 31,     December 31,
                                                    1997          1996
General Partner Interest   100
   Partnership units issued
   and outstanding                           $     95,000     $     95,000 

Limited Partners' Interest   11,335
   Partnership units issued and
   outstanding                                 11,335,000       11,335,000 

         Total                                 11,430,000       11,430,000 

Offering Expenses                              (1,237,673)      (1,237,673)

Accumulated loss through
   December 31, 1996                          (11,244,987)     (11,244,987)

Loss for three-month period ended
  March 31, 1997                                  (21,721)             -0- 

                                              (11,266,708)     (11,244,987)

Partners' (Deficit) at End of Period          $ (1,074,381)   $ (1,052,660)












Unaudited.  See accompanying notes.

                                 STATEMENTS OF INCOME
                         URBAN IMPROVEMENT FUND LIMITED   1973 II
                                 (A Limited Partnership)

                                                     For the Three-Month
                                                        Period Ended
                                                         March 31, 
                                                   1997                1996

Revenues                                       $    639          $    1,646 

Cost and expenses:

  Professional fees                               4,860               5,297 

  Management fee                                 17,500              17,500 

Net loss                                      $ (21,721)          $ (21,151)

Allocation of net loss:

  Net loss allocated to General Partner       $  (1,086)          $ (1,058)
 
  Net loss allocated to Limited Partners        (20,635)           (20,093)

                                              $ (21,721)         $ (21,151)

Net loss allocated to Limited Partners per
  Limited Partnership Unit (11,335 units
  outstanding at March 31, 1997 and 1996)    $      (2)         $      (2)











Unaudited.  See accompanying notes.

                              STATEMENTS OF CASH FLOWS

                          URBAN IMPROVEMENT FUND LIMITED   1973 II
                               (A Limited Partnership)

                                                        For the Three-Month
                                                          Period Ended
                                                            March 31,
                                                    1997               1996

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                     $ (21,721)         $ (21,151)
   Adjustments to reconcile net loss
   to net cash used by operating
   activities:
    Increase in accounts payable
     and accrued management fees                   22,234            22,300 
    Total adjustments                              22,234            22,300 
     Net cash provided by
     operating activities                             513             1,149 

NET INCREASE IN CASH AND CASH EQUIVALENTS             513             1,149 

CASH BALANCE AT BEGINNING OF PERIOD                 4,876            34,577 

CASH BALANCE AT END OF PERIOD                   $   5,389         $  35,726 

Unaudited.  See accompanying notes.

                         NOTES TO SUMMARIZE FINANCIAL INFORMATION
                                      March 31, 1997

                         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 11,335 units of limited partnership 
interest pursuant to a public offering of such units which terminated on
December 31, 1973.  The Partnership also issued 100 units of general
partnership interest to Interfinancial Real Estate Management Company (the
General Partner).  

The Urban Improvement Fund Limited 1973 II prospectus, dated October 24,
1973, specified that the General Partner has five percent interest in profits,
losses and special allocations, and the limited partners will share the
remaining ninety-five percent interest in profits, losses and special
allocations in proportion to their respective units of limited partnership
interests.

Note 2   Method of Accounting   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.

 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 has been recorded, 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.

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 $136,548 (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).  This fee was not payable during the first six years unless annual
tax deductions plus cash distributions aggregated $550 per unit.  The required
level of tax deductions was not achieved in these years, and accordingly, the
fee was not paid for those years.  However, fees of $350,000 have been recorded
as a liability to the General Partner.  Management fees payable totaling
$700,667 for subsequent years have been accrued to the General Partner because
cash flow was not sufficient to pay the fees.  The Partnership will also pay the
General Partner a liquidation fee for the sale of projects.

The General Partner of the partnership is a corporation in which Paul H. Pfleger
has 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 in 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:


                                                        Date PSI Became
  Local Limited Partnerships                            General Partner

  Community Circle                                           1975

  808 Memorial Drive                                         1978

Note 4   Investments in Local Limited Partnerships   As of March 31, 1997 and
1996, the Partnership has investments in ten 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, 1997    December 31, 1996

Capital contributions                     $7,069,998           $7,069,998

Distributions                               (921,532)            (921,532)

Equity in losses                          (8,211,202)          (8,211,202)

Advances                                     974,875              974,875

Unamortized costs of acquisitions          1,087,861            1,087,861

                                          $      -0-           $      -0-

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.
Revenue 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.  The Partnership has advanced funds to selected
partnerships.  The General Partner does not believe these net advances will
significantly affect the operations of the Partnership.

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 $136,548 (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-month period ended March 31, 1997 and 1996.

                              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 March 31, 1997.

                                          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   1973 II
                                        (Registrant)
                        By:  Interfinancial Real Estate Management
                                  Company, General Partner



Date 08-26-97

(Signature)
By:  Michael Fulbright, Secretary

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