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, 1999

                             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>
<S>                              <C>                      <C>
                                 March 31,                December 31,
                                   1999                      1998

Cash and
 cash equivalents               $ 3,824,074               $ 3,818,235
Investments in
 and advances to
 Local Limited
 Partnerships
 accounted for on
 the equity method                1,535,795                 1,490,998

Total Assets                    $ 5,359,869               $ 5.309,233


                         LIABILITIES AND PARTNERS' CAPITAL


Accounts payable                $      5,000              $     5,200
Management fee payable                14,255                   14,255
Distribution payable                   2,096                    2,096
                                      21,351                   21,551

Partners' Capital:
 General Partner -
 115 Partnership
 units authorized,
 issued and outstanding               53,385                   52,877

 Limited Partners -
 11,404 Partnership
 units authorized,
 issued and outstanding             5,285,133               5,234,805
                                    5,338,518               5,287,682

Total Liabilities and
 Partners' Capital                $ 5,359,869             $ 5,309,233
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

                    CAPITALIZATION AND PARTNERS' CAPITAL

                   URBAN IMPROVEMENT FUND LIMITED - 1974
                             (A Limited Partnership)


<TABLE>
<CAPTION>
<S>                                  <C>                      <C>
                                     March 31,                December 31,
                                       1999                      1998
General Partner
 Interest - 115 Partner-
 ship 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 three month
 period ended
 March 31, 1999                         50,836                       -0-
                                    (3,684,134)               (3,734,970)

Partners' Capital at
 End of Period                    $  5,338,518               $ 5,287,682
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

                               STATEMENTS OF INCOME

                       URBAN IMPROVEMENT FUND LIMITED - 1974
                              (A Limited Partnership)
<TABLE>
<CAPTION>
<S>                                                <C>           <C>
                                                   For the Three-Month
                                                       Period Ended
                                                         March 31,
                                                   1999           1998

Revenues                                      $   35,294       $   17,619

Cost and expenses:

 Professional fees                                 5,000            3,677

 Management fee                                   14,255           14,255

 Amortization                                        833              833

 Other expenses                                   10,000              311
                                                  30,088           19,076

Income (loss) before
 equity in income of
 Local Limited
 Partnerships                                      5,206           (1,457)
Equity in net
 income of
 Local Limited
 Partnerships                                     45,630        2,309,935

Net Income                                    $   50,836       $2,308,478

Allocation of net income:

Net income allocated
 to General Partner                           $      508       $   23,085

Net income allocated
 to Limited Partners                              50,328        2,285,393

                                              $   50,836       $2,308,478
Net income allocated
 to Limited Partners per
 Limited Partnerships
 Unit (11,404 units
 outstanding at March 31,
 1999 and 1998)                               $        4       $      200
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

                      STATEMENTS OF CASH FLOWS

               URBAN IMPROVEMENT FUND LIMITED - 1974
                        (A Limited Partnership)

<TABLE>
<CAPTION>
<S>                                              <C>              <C>
                                                 For the Three-Month
                                                    Period Ended
                                                      March 31,
                                                 1999              1998

CASH FLOWS FROM
 OPERATING ACTIVITIES:
Net income                                    $   50,836      $ 2,308,478
Adjustments to reconcile
 net income to net
 cash used by operating
 activities:
Amortization of initial
 and rent-up fees                                    833              833
Equity in net
 income of local
 limited partnerships                            (45,630)      (2,309,935)
Increase (decrease)
 in trade accounts
 payable and accrued
 management fees                                    (200)         (11,080)
  Total adjustments                              (44,997)      (2,320,182)
  Net cash used
  by operating activities                          5,839          (11,704)

CASH FLOWS FROM
 INVESTING ACTIVITIES:
Distributions from
 limited partnerships                                -0-         2,253,035
 Net cash used by
 investing activities                                -0-         2,253,035

NET INCREASE IN
 CASH AND CASH
 EQUIVALENTS                                       5,839         2,241,331

CASH BALANCE AT
 BEGINNING OF PERIOD                           3,818,235         1,454,456

CASH BALANCE AT
 END OF PERIOD                               $ 3,824,074       $ 3,695,787
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

                 NOTES TO SUMMARIZE FINANCIAL INFORMATION
                               March 31, 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 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>
                                                      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 March 31,
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>
<S>                                 <C>                    <C>
                                    March 31, 1999         December 31, 1998

Capital contributions                $ 6,226,304              $ 6,226,304

Distributions                         (2,957,749)              (2,957,749)

Equity in losses                      (2,787,416)              (2,833,046)

Advances                                 153,134                  153,134

Unamortized costs
 of acquisitions                         901,522                  902,355

                                     $ 1,535,795              $ 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 $14,255 for the three months ended
March 31, 1999 and 1998.

The components of the Partnership=s equity in income of the Local
Limited Partnerships for March 31, 1999 and 1998, is summarized as
follows:
<PAGE>
<TABLE>
<CAPTION>
<S>                                             <C>                 <C>
                                                   For the Three Month
                                                      Period Ended
                                                        March 31,
                                                 1999                 1998

Income from investments
 with non-zero investment:
  Notre Dame                                   $  45,630          $  56,900

Distribution received from
 payoff of note receivable
 from sold project:
  Elk Grove                                          -0-          2,253,035

                                               $  45,630         $2,309,935
</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 March 31, 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 18, 1999                            Michael Fulbright
                                                   (Signature)
                                     By:  Michael Fulbright, Secretary



Date August 18, 1999                             John M. Orehek
                                                  (Signature)
                                 By:  John M. Orehek, Senior Vice President
<PAGE>