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, 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 0-7771

               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
<PAGE>

                    PART I - FINANCIAL INFORMATION

                     Item 1 - Financial Statements

                            BALANCE SHEETS

                   URBAN IMPROVEMENT FUND LIMITED -1973-II
                           (A Limited Partnership)


                                   ASSETS

<TABLE>
<CAPTION>
                                       June 30,                December 31,
                                         1999                      1998
<S>                                     <C>                      <C>

Cash                                $    14,986               $    47,049

Investments in and
 advances to Local
 Limited Partnerships
 accounted for on the
 equity method                        4,087,349                 4,192,881

  Total Assets                      $ 4,102,335               $ 4,239,930



                      LIABILITIES AND PARTNERS' (DEFICIT)

Accounts payable                   $     10,000             $      8,200

Management fee payable                1,173,167                1,138,167

Due to affiliates                      484,656                   507,088
                                     1,667,823                 1,653,455

Partners' (Deficit):
 General Partner - 100
 Partnership units
 authorized, issued
 and outstanding                      (354,773)                 (347,175)

 Limited Partners - 11,335
 partnership units authorized,
 issued and outstanding              2,789,285                 2,933,650
                                     2,434,512                 2,586,475

Total Liabilities and
 Partners' (Deficit)               $ 4,102,335               $ 4,239,930
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

                      CAPITALIZATION AND PARTNERS' (DEFICIT)

                   URBAN IMPROVEMENT FUND LIMITED - 1973-II
                              (A Limited Partnership)

<TABLE>
<CAPTION>
                                      June 30,                December 31,
                                        1999                     1998
<S>                                     <C>                      <C>

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, 1998                    (7,605,852)             (7,605,852)

Loss for six-month
 period ended
 June 30, 1999                          (151,963)                   -0-
                                      (7,757,815)             (7,605,852)

Partners' (Deficit) at
 End of Period                      $  2,434,512            $  2,586,475
</TABLE>
Unaudited.  See accompanying notes.
<PAGE>

                              STATEMENTS OF INCOME

                    URBAN IMPROVEMENT FUND LIMITED - 1973 II
                             (A Limited Partnership)

<TABLE>
<CAPTION>
                      For the Three-Month              For the Six-Month
                          Period Ended                    Period Ended
                            June 30,                         June 30,
                     1999            1998               1999           1998
<S>                  <C>             <C>                 <C>            <C>

Revenues            $     203      $     209        $     500      $     311

Cost and expenses:

Professional fees       5,000          3,200           10,000          6,375

Management fee         17,500         17,500           35,000         35,000

Amortization
 expense                4,216          4,216            8,432          8,432

  Other                 1,680            801            1,931            806
                       28,396         25,717           55,363         50,613

Loss before equity
in loss of Local
Limited Partnerships  (28,193)       (25,508)         (54,863)       (50,302)

Equity in loss
of Local Limited
Partnership           (48,550)       (17,893)         (97,100)       (67,893)

Net loss            $ (76,743)     $ (43,401)       $(151,963)    $ (118,195)

Allocation of net loss:

 Net loss allocated
 to General Partner $  (3,837)     $  (2,170)       $  (7,598)    $   (5,910)

 Net loss allocated
 to Limited Partners  (72,906)       (41,231)        (144,365)      (112,285)

                    $ (76,743)     $ (43,401)       $(151,963)    $ (118,195)

Net loss allocated
 to Limited Partners
 per Limited Partner-
 ship Unit (11,335
 units outstanding at
 June 30, 1999
 and 1998)          $      (7)     $      (4)      $     (13)    $       (10)
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

                       STATEMENTS OF CASH FLOWS

               URBAN IMPROVEMENT FUND LIMITED - 1973-II
                        (A Limited Partnership)


<TABLE>
<CAPTION>
                          For the Three-Month           For the Six-Month
                             Period Ended                 Period Ended
                               June 30,                     June 30,
                         1999              1998         1999           1998
<S>                       <C>              <C>           <C>            <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES:
  Net loss             $ (76,743)     $ (43,401)     $(151,963)     $(118,195)
  Adjustments to
  reconcile net loss
  to net cash used by
  operating activities:
  Amortization             4,216          4,216         8,432          8,432
  Equity in net loss
  of local limited
  partnership             48,550         17,893        97,100         67,893
  Increase (decrease)
 in accounts payable
 and accrued
 management fees           5,000         20,676        14,368         41,351
  Total adjustments       57,766         42,785       119,900        117,676
  Net cash provided
  by operating
  activities             (18,977)          (616)      (32,063)          (519)

CASH FLOWS FROM
INVESTING ACTIVITIES:
  Advance repayment
  from local limited
  partnership                -0-         32,107          -0-          32,107
  Net cash provided by
  Investing activities       -0-         32,107          -0-          32,107

NET INCREASE
 (DECREASE) IN
 CASH AND CASH
 EQUIVALENTS              (18,977)       31,491      (32,063)         31,588

CASH BALANCE
 AT BEGINNING
 OF PERIOD                 33,963        11,846       47,049          11,749

CASH BALANCE
 AT END OF PERIOD        $ 14,986      $ 43,337   $   14,986        $ 43,337
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

             NOTES TO SUMMARIZE FINANCIAL INFORMATION
                          June 30, 1999

             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.
<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 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
<PAGE>

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 $823,167 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:

<TABLE>
<CAPTION>
                                                      Date PSI Became
  Local Limited Partnerships                          General Partner
<S>                                                    <C>

  Community Circle                                          1975

  808 Memorial Drive                                        1978
</TABLE>

During 1997, 808 Memorial Drive changed the name of the partnership to
808 Investments L.P.  In addition, PSI was removed as general partner and
converted to a limited partner.
<PAGE>

Note 4 - Investments in Local Limited Partnerships - As of June 30, 1999
and 1998, 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:

<TABLE>
<CAPTION>
                                     June 30, 1999         December 31, 1998
<S>                                   <C>                   <C>
Capital contributions                  $6,831,192              $6,831,192

Distributions                          (1,150,077)             (1,150,077)

Equity in losses                       (2,481,099)             (2,383,999)

Advances                                   59,842                  59,842

Unamortized costs
 of acquisitions                          827,491                 835,923

                                       $4,087,349              $4,192,881
</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.  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.  The activity of advances is as follows:
<PAGE>

<TABLE>
<CAPTION>
                         For the Three Month           For the Six Month
                             Period Ended                 Period Ended
                              June 30,                        June 30,
                       1999             1998           1999           1998
<S>                    <C>              <C>            <C>             <C>
Advance made to
 (repaid from)
 Local  Limited
 Partnership        $     -0-        $(32,107)     $      -0-      $(32,107)
</TABLE>

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 $35,000 for the six-month period
ended June 30, 1999 and 1998.

The components of the Partnership's equity in net loss of the Local
Limited Partnerships for June 30, 1999 and 1998, is summarized as
follows:

<TABLE>
<CAPTION>
                                For the Three Month      For the Six Month
                                     Period Ended           Period Ended
                                       June 30,                June 30,
                               1999             1998     1999         1998
<S>                             <C>             <C>      <C>          <C>
Advance to Partnership
 with zero investment:
   Community Circle         $      -0-       $ 32,107  $     -0-    $ 32,107

Income from
 investments with
 non-zero investment:
   808 Investments L.P.        (48,550)      (50,000)    (97,100)  (100,000)

                            $  (48,550)    $ (17,893)  $ (97,100) $ (67,893)
</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, 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 - 1973-II
                                            (Registrant)
                           By:  Interfinancial Real Estate Management
                                Company, General Partner



Date August 13, 1999                       Michael Fulbright
                                              (Signature)
                                  By:  Michael Fulbright, Secretary



Date August 13, 1999                        John M. Orehek
                                             (Signature)
                               By: John M. Orehek, Senior Vice President