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, 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)

<TABLE>
                                  ASSETS
<CAPTION>
                                         March 31,              December 31,
                                           1998                     1997
<S>                                     <C>                     <C>
Cash and cash equivalents               $3,695,787              $1,454,456
Investments in and advances
to Local Limited Partnerships
accounted for on the equity
method                                   1,405,133               1,349,066

   Total Assets                         $5,100,920               $2,803,522


                      LIABILITIES AND PARTNERS' CAPITAL


Accounts payable                        $    3,175              $      -0-
Management fee payable                      14,255                  28,510
Distribution payable                         2,096                   2,096
                                            19,526                  30,606

Partners' Capital:
 General Partner - 115 Partnership
 units authorized, issued and 
 outstanding                                50,814                  27,729

 Limited Partners - 11,404 Partnership
 units authorized, issued and 
 outstanding                             5,030,580               2,745,187
                                         5,081,394               2,772,916

Total Liabilities and Partners'
 Capital                                $5,100,920              $2,803,522
</TABLE>

Unaudited.  See accompanying notes.
<PAGE>

                 CAPITALIZATION AND PARTNERS' CAPITAL

                 URBAN IMPROVEMENT FUND LIMITED - 1974
                           (A Limited Partnership)

<TABLE>
<CAPTION>
                                               March 31,       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 three month
 period ended
 March 31, 1998                              2,308,478                 -0-
                                            (3,941,258)         (6,249,736)

Partners' Capital at End of Period         $ 5,081,394         $ 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
                                                 Period Ended
                                                   March 31,
                                         1998                  1997
<S>                                   <C>                    <C>     
Revenues                              $  17,619              $  14,089

Cost and expenses:

 Professional fees                        3,677                  3,577

 Management fee                          14,255                 14,255

 Amortization                               833                    833

 Other expenses                             311                      7
                                         19,076                 18,672

Income (loss) before equity in 
income of Local Limited 
Partnerships                             (1,457)               (4,583)
Equity in net income of Local
 Limited Partnerships                 2,309,935                78,457

Net Income                           $2,308,478             $  73,874

Allocation of net income:

 Net income allocated to
 General Partner                     $   23,085             $     739

 Net income allocated to
 Limited Partners                     2,285,393                73,135

                                     $2,308,478             $  73,874
Net income allocated to Limited
 Partners per Limited Partnerships 
Unit (11,404 units outstanding at
 March 31, 1998 and 1997)            $      200             $       6
</TABLE>


Unaudited.  See accompanying notes.
<PAGE>


                           STATEMENTS OF CASH FLOWS

                     URBAN IMPROVEMENT FUND LIMITED - 1974
                             (A Limited Partnership)
<TABLE>
<CAPTION>
                                                 For the Three Month
                                                     Period Ended
                                                        March 31,
                                            1998                     1997
<S>                                       <C>                      <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:
 Net income                              $2,308,478               $  73,874
 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                   (2,309,935)                (78,457)
  Increase (decrease) in trade 
  accounts payable and accrued 
  management fees                           (11,080)                (10,723)
    Total adjustments                    (2,320,182)                (88,347)
       Net cash used by operating
          activities                        (11,704)                (14,473)

CASH FLOWS FROM INVESTING
 ACTIVITIES:
 Net advances paid by limited 
  partnerships                                  -0-                 26,609
 Distributions from limited
  partnerships                            2,253,035                    -0-
    Net cash used by investing 
      activities                          2,253,035                 26,609

NET INCREASE IN CASH AND
 CASH EQUIVALENTS                         2,241,331                 12,136

CASH BALANCE AT BEGINNING
  OF PERIOD                               1,454,456              1,394,990

CASH BALANCE AT END
   OF PERIOD                             $3,695,787             $1,407,126
</TABLE>



Unaudited.  See accompanying notes.
<PAGE>

             NOTES TO SUMMARIZE FINANCIAL INFORMATION
                            March 31, 1996

              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>
                                                       Date PSI Became
     Local Limited Partnership                         General Partner
<S>                                                       <C>
  Notre Dame Apartments                                   March 1977
  Capitol Hill Associates                                 December 1978
</TABLE>

Note 3 - Investments in Local Limited Partnerships - As of March 31,
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>
                                      March 31, 1998       December 31, 1997
<S>                                     <C>                    <C>
Capital contributions                   $ 6,226,304            $ 6,226,304

Distributions                            (5,099,954)            (2,846,919)

Equity in losses                           (779,208)            (3,089,143)

Advances                                    153,134                153,134

Unamortized costs of acquisitions           904,857                905,690

                                        $ 1,405,133            $ 1,349,066
</TABLE>

             Item 2 C 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, 1998 and 1997.

The components of the Partnership's equity in income of the Local
Limited Partnerships for March 31, 1998 and 1997, is summarized as
follows:
<PAGE>

<TABLE>
<CAPTION>
                                              For the Three-Month
                                                  Period Ended
                                                     March 31,
                                             1998                  1997
<S>                                       <C>                  <C>
Income from investments with
 non-zero investment:
   Notre Dame                            $   56,900            $    51,848

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

Repayment from partnerships
 with zero investment:
  Capitol Hill                                  -0-                26,609

                                         $2,309,935             $  78,457
</TABLE>
<PAGE>

                            PART II C 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, 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