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 September 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>
<S>                                    <C>                      <C>
                                       September 30,            December 31,
                                           1999                     1998

Cash                                  $    45,396              $    47,049

Receivable from affiliate                     930                      -0-

Investments in and advances to Local
 Limited Partnerships accounted for
 on the equity method                   4,034,582                4,192,881

     Total Assets                     $ 4,080,908              $ 4,239,930


                               LIABILITIES AND PARTNERS' (DEFICIT)

Accounts payable                      $    13,200              $     8,200

Management fee payable                  1,155,667                1,138,167

Due to affiliates                         484,656                  507,088
                                        1,653,523                1,653,455

Partners' (Deficit):
 General Partner - 100 Partnership
  units authorized, issued and
  outstanding                            (355,130)                (347,175)

 Limited Partners - 11,335 partnership
  units authorized, issued and
  outstanding                           2,782,515                 2,933,650

                                        2,427,385                 2,586,475

Total Liabilities and Partners'
 (Deficit)                            $ 4,080,908               $ 4,239,930
</TABLE>

Unaudited.  See accompanying notes.

<PAGE>

                      CAPITALIZATION AND PARTNERS' (DEFICIT)

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

<TABLE>
<CAPTION>
<S>                               <C>                       <C>
                                  September 30,             December 31,
                                       1999                     1998
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 nine-month period ended
 September 30, 1999                   (159,090)                      -0-
                                    (7,764,942)               (7,605,852)

Partners' (Deficit) at End
 of Period                        $  2,427,385              $  2,586,475
</TABLE>


Unaudited.  See accompanying notes.
<PAGE>

                                 STATEMENTS OF INCOME

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

<TABLE>
<CAPTION>
<S>                         <C>           <C>          <C>           <C>
                            For the Three-Month        For the Nine-month
                               Period Ended                Period Ended
                               September 30,               September 30,
                            1999           1998        1999          1998

Revenues              $     443         $     418    $     943    $     729

Cost and expenses:

 Professional fees        5,000             3,650       15,000       10,025

 Management fee          17,500            17,500       52,500       52,500

 Amortization expense     4,216             4,216       12,648       12,648

 Other                      -0-               -0-        1,931          805
                         26,716            25,366       82,079       75,978

Loss before equity in
 loss of Local Limited
 Partnerships           (26,273)          (24,948)     (81,136)     (75,249)

Equity in loss of Local
 Limited Partnership     19,146           (50,000)     (77,954)     (117,893)

Net loss              $  (7,127)        $ (74,948)   $(159,090)    $(193,142)

Allocation of net loss:

 Net loss allocated to
  General Partner     $    (356)        $  (3,747)   $  (7,955)    $  (9,657)

 Net loss allocated to
  Limited Partners       (6,771)          (71,201)    (151,135)     (183,485)

                       $ (7,127)        $ (74,948)   $(159,090)   $ (193,142)

Net loss allocated to
 Limited Partners per
 Limited Partnership
 Unit (11,335 units
 outstanding at
 September 30, 1999
 and 1998)             $      (1)        $      (6)   $    (14)    $     (16)
</TABLE>

Unaudited.  See accompanying notes.

<PAGE>

                               STATEMENTS OF CASH FLOWS

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


<TABLE>
<CAPTION>
<S>                           <C>            <C>         <C>          <C>
                              For the Three-Month        For the Nine-month
                                 Period Ended                Period Ended
                                 September 30,               September 30,
                              1999          1998         1999          1998
CASH FLOWS FROM OPERATING
 ACTIVITIES:
 Net loss                  $ (7,127)    $ (74,948)    $(159,090)   $ (193,142)
 Adjustments to reconcile
 net loss to net cash used
 by operating activities:
  Amortization                4,216         4,216        12,648        12,648
  Equity in net loss
   (gain) of local limited
   partnership              (19,146)       50,000        77,954       117,893
  Increase in due from
   affiliates                  (930)          -0-          (930)          -0-
  Increase (decrease) in
   accounts payable and
   accrued management fees  (14,300)       (6,349)           68        35,000
      Total adjustments     (30,160)       47,867        89,740       165,541
       Net cash provided
        by operating
        activities          (37,287)      (27,081)      (69,350)      (27,601)

CASH FLOWS FROM INVESTING
 ACTIVITIES:
  Distributions received      7,855           -0-         7,855           -0-
  Advance repayment
   from local limited
   partnership               59,842           -0-        59,842        32,107
      Net cash provided by
       Investing activities  67,697           -0-        67,697        32,107

NET INCREASE (DECREASE)
 IN CASH AND CASH
 EQUIVALENTS                 30,410        (27,081)      (1,653)        4,506

CASH BALANCE AT
 BEGINNING OF
 PERIOD                      14,986         43,337       47,049        11,750

CASH BALANCE AT
 END OF PERIOD             $ 45,396       $ 16,256   $   45,396      $ 16,256
</TABLE>


Unaudited.  See accompanying notes.
<PAGE>

                    NOTES TO SUMMARIZE FINANCIAL INFORMATION
                                September 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 $805,667 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:

<TABLE>
<CAPTION>
<S>          <C>                                      <C>
                                                      Date PSI Became
             Local Limited Partnerships               General Partner
                 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 September 30, 1999,
the Partnership has investments in eight active real estate Limited Partner-
ships (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>
<S>                            <C>                        <C>
                               September 30, 1999         December 31, 1998

Capital contributions              $6,831,192                 $6,831,192

Distributions                      (1,157,931)                (1,150,077)

Equity in losses                   (2,461,954)                (2,383,999)

Advances                                  -0-                     59,842

Unamortized costs of acquisitions     823,275                    835,923

                                   $4,034,582                 $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>
<S>                            <C>            <C>      <C>          <C>
                               For the Three-Month     For the Nine-month
                                  Period Ended            Period Ended
                                  September 30,           September 30,
                               1999          1998      1999          1998

Advance made to (repaid
 from) Local Limited
 Partnership                $(59,842)     $    -0-    $(59,842)    $(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 $52,000 for the nine-month period ended September 30, 1999 and
1998.

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

<TABLE>
<CAPTION>
<S>                              <C>          <C>        <C>         <C>
                                 For the Three-Month     For the Nine-month
                                    Period Ended            Period Ended
                                    September 30,           September 30,
                                 1999         1998        1999        1998
Advance to Partnership with
 zero investment:

  Community Circle            $  59,842   $     -0-    $  59,842   $  32,107

Distributions received
 from Partnership with
 zero investment:                 7,854         -0-        7,854         -0-

Income from investments
 with non-zero investment:
  808 Investments L.P.          (48,550)    (50,000)    (145,650)    (150,000)

                              $ (19,146)  $ (50,000)   $ (77,954)  $ (117,893)
</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 September 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  December 7, 1999                         Michael Fulbright
                                                  (Signature)
                                         By:  Michael Fulbright, Secretary




Date  December 7, 1999                        John M. Orehek
                                                 (Signature)
                                  By: John M. Orehek, Senior Vice President
<PAGE>