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, 1998

                                  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>
<CAPTION>
                                       June 30,                December 31,
                                         1998                      1997
<S>                                    <C>                     <C>
Cash and cash equivalents              $3,722,991              $1,454,456

Investments in and advances to 
 Local Limited Partnerships
 accounted for on the equity
 method                                 1,423,944               1,349,066

     Total Assets                      $5,146,935              $2,803,522


                         LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                       $    6,350             $      -0-
Management fee payable                        -0-                 28,510
Distribution payable                        2,096                  2,096
                                            8,446                 30,606

Partners' Capital:
 General Partner - 115
 Partnership units
 authorized, issued
 and outstanding                           51,385                27,729

 Limited Partners - 11,404
 Partnership units authorized,
 issued and outstanding                 5,087,104             2,745,187
                                        5,138,489             2,772,916

Total Liabilities and 
Partners' Capital                      $5,146,935            $2,803,522
</TABLE>


Unaudited.  See accompanying notes.
<PAGE>

                 CAPITALIZATION AND PARTNERS' CAPITAL

                 URBAN IMPROVEMENT FUND LIMITED - 1974
                          (A Limited Partnership)

<TABLE>
<CAPTION>
                                         June 30,              December 31,
                                           1998                    1997
<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, 1997                      (6,249,736)            (6,249,736)

Income for six-month period
 ended June 30, 1998                     2,365,573                    -0-
                                        (3,884,163)            (6,249,736)

Partners' Capital at
 End of Period                         $ 5,138,489            $ 2,772,916
</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,
                           1998          1997           1998         1997
<S>                      <C>           <C>           <C>            <C>

Revenues                $ 43,943      $ 14,784       $   61,562     $ 28,873
Cost and expenses:

 Professional fees         3,174        19,730            6,851       23,307

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

 Other expenses           32,559         1,659           32,870        1,666

 Amortization                833           833            1,666        1,666
                          50,821        36,477           69,897       55,149

Income (Loss) before 
equity of Local
Limited Partnerships      (6,878)      (21,693)          (8,335)    (26,276)
Equity in net income
 of Local Limited
 Partnerships             63,973        71,636        2,373,908     150,093

Net Income              $ 57,095      $ 49,943       $2,365,573   $ 123,817

Allocation of net income:

 Net income allocated
 to General Partner     $    571      $    499       $   23,656   $   1,238

 Net income allocated
 to Limited Partners      56,524        49,444        2,341,917     122,579

                       $  57,095      $ 49,943       $2,365,573   $ 123,817

Net income allocated to
 Limited Partners per
 Limited Partnerships
 Unit (11,404 units out-
 standing at June 30,
 1998 and 1997)        $       5      $      4      $      205    $      11
</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,
                            1998           1997         1998          1997 
<S>                      <C>           <C>            <C>          <C>
CASH FLOWS
 FROM
 OPERATING
 ACTIVITIES:
  Net income             $   57,095    $   49,943     $2,365,573   $ 123,817
 Adjustments to
 reco ncile 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               (63,973)     (71,636)    (2,373,908)   (150,093)
 Decrease in trade
 accounts payable
 and accrued
 management fees            (11,081)      (3,577)       (22,161)    (14,302)
   Total adjustments        (74,221)     (74,380)    (2,394,403)    162,729)
    Net cash used by
    operating activities    (17,126)     (24,437)       (28,830)    (38,912)

CASH FLOWS
 FROM INVESTING 
 ACTIVITIES:
  Distributions received     44,330       54,100      2,297,365      54,101

 Net advances paid by
 limited partnerships           -0-        5,083            -0-      31,693

Net cash provided by
 investing activities        44,330       59,183      2,297,365      85,794

NET INCREASE 
(DECREASE) IN 
CASH AND CASH 
EQUIVALENTS                  27,204       34,746      2,268,535      46,882

CASH BALANCE
AT BEGINNING
OF PERIOD                 3,695,787    1,407,126      1,454,456   1,394,990

CASH BALANCE 
AT END OF
 PERIOD                  $3,722,991   $1,441,872     $3,722,991  $1,441,872
</TABLE>



Unaudited.  See accompanying notes.
<PAGE>

             NOTES TO SUMMARIZE FINANCIAL INFORMATION
                         June 30, 1998

             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>
<CAPTION>
<S>            <C>                                       <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 June 30, 1998
and 1997, 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, 1998      December 31, 1997
<S>                                    <C>                   <C>
Capital contributions                  $ 6,226,304           $ 6,226,304

Distributions                           (5,144,284)           (2,846,919)

Equity in losses                          (715,234)           (3,089,143)

Advances                                   153,134               153,134

Unamortized costs of acquisitions          904,024               905,690

                                       $ 1,423,944           $ 1,349,066
</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, 1998 and 1997.

The components of the Partnership's equity in income of the Local
Limited Partnerships for June 30, 1998 and 1997, is summarized as
follows:
<PAGE>

<TABLE>
<CAPTION>
                           For the Three-Month          For the Six-Month
                              Period Ended                 Period Ended
                                June 30,                      June 30,
                          1998            1997           1998           1997
<S>                         <C>          <C>          <C>           <C>
Income from investments
 with non-zero investment:
   Notre Dame               $56,900      $51,848      $  113,800    $103,696

Repayment from (advances 
to) partnerships with zero
 investment: 
   Capitol Hill                 -0-          -0-             -0-      26,609
   Norway House                 -0-         (195)            -0-        (195)
                                -0-         (195)            -0-      26,414

Distribution received
from partnerships with
 zero investment:
   51st and King Drive        7,073        4,766           7,073       4,766
   Elk Grove                    -0-       15,217       2,253,035      15,217
                              7,073       19,983       2,260,108      19,983

                           $ 63,973     $ 71,636      $2,373,908   $ 150,093
</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, 1998.
<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 18, 1998                             Michael Fulbright
                                                    (Signature)
                                         By:  Michael Fulbright, Secretary



Date August 18, 1998                            John M. Orehek
                                                  (Signature)
                                   By:  John M. Orehek, Senior Vice President
<PAGE>