[COMMENT1]	UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10QSB

[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2002

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 small business issuer (Issuer) as specified in
its charter)

          California                            95-6448384
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)

Issuer's telephone number, including area code:  (206) 622-9900


Indicate by check mark whether the Issuer (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   .


PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

BALANCE SHEETS

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


ASSETS

	March 31,	December 31,
	   2002   	   2001

Cash				$    8,489	$    7,727

Distribution receivable	0	6,989

Investments in and advances to Local
  Limited Partnerships accounted for
  on the equity method	 3,966,051	 3,920,638

 	  Total Assets	$3,974,540	$3,935,354

	LIABILITIES AND PARTNERS' (DEFICIT)

Accounts payable	$    2,500	$    2,500

Management fee payable	 1,325,667	 1,308,167
					1,328,167	1,310,667

Partners' (Deficit):
General Partner - 100 Partnership units
authorized, issued and outstanding	(344,180)	(345,264)

Limited Partners - 11,405 partnership
units authorized, issued and
outstanding	 2,990,553	 2,969,951
			 2,646,373	 2,624,687

Total Liabilities and Partners' (Deficit)	$3,974,540	$3,935,354









Unaudited.  See accompanying notes.

	CAPITALIZATION AND PARTNERS' (DEFICIT)

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





	March 31,	December 31,
	    2002    	    2001
General Partner Interest - 100
Partnership units issued
and outstanding	$     95,000	$     95,000

Limited Partners' Interest - 11,405
Partnership units issued and
outstanding	  11,430,000	  11,430,000

Total	11,525,000	11,525,000

Offering Expenses	(1,237,673)	(1,237,673)

Distributions to partners	(76,502)	(76,502)

Accumulated loss through
December 31, 2001	(7,586,138)	(7,586,138)

Loss for three-month period ended
March 31, 2002	      21,686	           0
					  (8,878,627)	  (8,900,313)

Partners' (Deficit) at End of Period	$  2,646,373	$  2,624,687



















Unaudited.  See accompanying notes.

	STATEMENTS OF INCOME

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


	For the Three-Month
	        Period Ended
	March 31,	March 31,
	   2002   	   2001

Revenues								$       25	$      32

Cost and expenses:

  Professional fees		5,000	7,500

  Management fee				17,500	17,500

  Amortization expense	5,736	4,216

  Other								      1,253	      634
											29,489	29,850

Loss before equity in loss of
Local Limited Partnerships	(29,464)	(29,818)

Equity in income (loss) of Local
	Limited Partnership	     51,150	    21,820

Net income (loss)			$    21,686	$   (7,998)

Allocation of net gain (loss):

  Net gain (loss) allocated to General
    Partner						$    1,084	$     (400)

  Net gain (loss) allocated to Limited
    Partners						    20,602	    (7,598)

	$   21,686	$   (7,998)

Net gain (loss) allocated to Limited
  Partners per Limited Partnership Unit
  (11,405 units outstanding at March 31,
  2002 and 2001)				$        2	$      (1)





Unaudited.  See accompanying notes.

	STATEMENTS OF CASH FLOWS

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



	For the Three-Month
	        Period Ended
	March 31,	March 31,
	   2002   	   2001

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$    21,686	$    (7,998)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Amortization			5,736	4,216
Equity in net gain of local
	limited partnership	(51,150)	(21,820)
Decrease in due from affiliates
and distributions receivable	6,990	0
Increase in
accounts payable and
accrued management fees	   17,500	   24,000
  Total adjustments	   20,924	    6,396
    Net cash provided (used)
      operating activities	762	(1,602)

NET DECREASE IN CASH AND CASH EQUIVALENTS	762	(1,602)

CASH BALANCE AT BEGINNING OF PERIOD	     7,727	    1,914

CASH BALANCE AT END OF PERIOD	$    8,489	$     312


















Unaudited.  See accompanying notes.

NOTES TO SUMMARIZE FINANCIAL INFORMATION
March 31, 2002

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 11,410 units of limited
partnership interest pursuant to a public offering of such units
which terminated on December 31, 1973.  Since the offering, five
units were abandoned leaving a total of 11,405 units.  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 - As of March 31, 2002, the
Partnership has investments in eight active real estate limited
partnerships (Local Limited Partnerships), Since the Partnership, as
a limited partner, does not exercise control over the activities of
the Local Limited Partnerships in accordance with the Partnership
agreements, these investments are accounted for using the equity
method. The investment account represents the sum of the capital
investment and unamortized cost of acquisition 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 losses have been incurred
which equal the cost of the investment and the unamortized cost of
acquisition in a particular Local Limited Partnership, thus reducing
the investment to zero.  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 year received.  Additional advances
to a Local Limited Partnership, after an investment is reduced to
zero, are recognized as losses.

Initial rent-up fees paid by the Partnership to the General Partners
of the Local Limited Partnerships, deducted when paid for income tax
reporting purposes (Note 2), are capitalized as costs of acquisition
of the Local Limited Partnerships and is included in the investment
in local limited partnership balance 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 Partnerships' properties.  Amortization
is discontinued when the investment is reduced to zero.

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.

Segment Reporting

SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information" established standards for the way that public
business enterprises report information about operating segments in
annual financial statements and requires that those enterprises
report selected information about operating segments in interim
financial reports.  It also established standards for related
disclosures about products and services, geographic areas and major
customers.  The Partnership has only one reportable segment.  Due to
the very nature of the Partnership's operations, the General Partner
believes that segment-based disclosures will not result in a more
meaningful presentation than the financial statements as currently
presented.

Recent Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board issued SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets."  SFAS No. 144 provides accounting guidance for financial
accounting and reporting for the impairment or disposal of long-
lived assets.  SFAS No. 144 supersedes SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of."  SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001.  The General Partner does not anticipate
that its adoption will have a material effect on the financial
position or results of operations of the Partnership.

Advances from General Partner

The general partner made advances to the Partnership of $732,923
        in 1997.  The funds were used to make contributions to 808 Investment
Limited Partnership.  The Partnership repaid $216,835 in 1998,
$321,582 in 1999, $17,500 in 2000 and $177,007 in 2001.  The
advances were non-interest bearing and due on demand.

Distributions Receivable

At December 31, 2001, distributions of $6,989 from Crowninshield
Apartments had not been received.  The distributions were received
during 2002.

Fair Value of Financial Instruments and Use of Estimates

The Partnership estimates that the aggregate fair value of all
financial instruments at March 31, 2002 does not differ materially
from the aggregate carrying values of its financial instruments
recorded in the balance sheet.  These estimates are not necessarily
indicative of the amounts that the Partnership could realize in a
current market exchange.  The preparation of financial statements
requires the use of estimates and assumptions.  Actual results could
differ from those estimates.

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 $130,376 at March 31, 2002.  (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.)  Management fees
payable to the General Partner have been accrued if cash flow was
not sufficient to pay the fee in the year incurred.  For the three-
month period ended March 31, 2002 and 2001, the minimum fee of
$17,500 has been accrued.  At March 31, 2002, management fees of
$1,325,667 have been recorded as a liability to the General Partner.

Upon liquidation, unpaid management fees will have first priority to
the proceeds.  The Partnership will also pay the General Partner a
liquidation fee for the sale of projects.  The liquidation fee is
the lesser of (i) ten percent of the net proceeds to the Partnership
from the sale of a project(s) or (ii) one percent of the sales price
plus three percent of the net proceeds after deducting an amount
sufficient to pay long-term capital gains taxes.  No part of such
fee shall accrue or be paid  unless:  (i) the Limited Partners'
share of the proceeds has been distributed to them, (ii) the Limited
Partners shall have first received an amount equal to their invested
capital attributable to the project(s) sold, and (iii) the Limited
Partners have received an amount sufficient to pay long-term capital
gains taxes from the sale of the project(s), if any, calculated at
the maximum rate then in effect.

The General Partner of the Partnership is a corporation owned one-
hundred percent by Paul H. Pfleger.  Partnership Services, Inc.
(PSI), another corporation in which Paul H. Pfleger owns one-hundred
percent, 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.  No fees were paid to PSI
during 2001 and 2000.  In addition, PSI has become the General
Partner in  two of the Local Limited Partnerships in which the
Partnership has investments:  Community Circle, Limited and 808
Investments Limited Partnerships.  During 1997, PSI was removed as
General Partner of 808 Investments Limited Partnership and converted
to a Limited Partner.  The new General Partner is a corporation in
which Paul H. Pfleger owns a majority interest.

Note 4 - Investments in Local Limited Partnerships - As of March 31,
2002, the Partnership has investments in eight 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:

  March 31, 2002 	December 31, 2001

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

Distributions	(1,784,961)	(1,784,961)

Equity in losses	(1,853,701)	(1,904,850)

  March 31, 2002 	December 31, 2001

Advances	0	0

Unamortized costs of acquisitions	    773,521	    779,257

		$ 3,966,051	$ 3,920,638

	Item 2 - Management's Discussion and Analysis
	or Plan of Operations

This item should be read in conjunction with the financial
statements and other items contained elsewhere in this report.

Liquidity

The Partnership's only source of cash flow is from distributions
from its investments in Local Limited Partnerships or the sale or
refinancing of the Local Limited Partnerships. There are no current
discussions with potential buyers or properties being actively
marketed.

Seven of the Local Limited Partnerships have regulatory agreements
which restrict distributions to the computation of surplus cash.
The computation of surplus cash is calculated by subtracting
accounts payable and accrued expenses from cash on hand at the end
of the year.  808 Investment Limited Partnership has no restriction
on distributions and the General Partner is an affiliate of the
General Partner of the Issuer.  The majority of cash distributions
have been from 808 Investment Limited Partnership during the past
few years.

During 2001, cash distributions from Local Limited Partnerships
totaled $243,239.  These funds were utilized to fund operations and
repay General Partner Advances.  The General Partner anticipates it
will receive adequate distributions from the Local Limited
Partnerships to maintain operations.

At March 31, 2002, the Partnership had management fees payable to
the General Partner of $1,325,667.  The Partnership has used excess
cash to repay these obligations in the past and the General Partner
expects to continue making payments as cash is available.

There is no guarantee that the Local Limited Partnerships will
generate sufficient cash flow to distribute to the Partnership
amounts sufficient to repay all advances and accrued management
fees.  If not repaid by cash flow from operating, they will most
likely be repaid with proceeds from the sale or refinancing proceeds
from the Local Limited Partnerships.

Capital Resources

The General Partner believes that additional situations may arise
where it would be advantageous to the Partners to exchange
properties in a tax-free transaction.  The Partnership's basis in
its properties has been reduced through depreciation deductions and
other losses to levels substantially below the amount of debt
secured by the properties.  Additionally, the rental properties
owned and operated by the Local Limited Partnerships have typically
computed depreciation for financial reporting purposes using the
straight-line method over the estimated economic useful life of the
property.  For income tax reporting  purposes, depreciation
generally has been computed over the same or shorter periods using
accelerated methods.  As a result, the carrying values of the
Partnership's investments in Local Limited Partnerships are
substantially greater for financial reporting purposes than for
income tax reporting purposes.  Upon sale or other disposition of a
property by the Local Limited Partnership, the gain recognized by
the Partnership for income tax reporting purposes may be
substantially greater than the gain recorded for financial reporting
purposes.  Accordingly, if the properties are sold, the Partnership,
in all likelihood, would recognize taxable gain in excess of the
cash available for distribution.  If sale proceeds are reinvested in
a manner which permits the original sale to be treated as a like-
kind exchange, the Partnership can defer this gain until the new
property is sold.  Additionally, the Partnership will receive the
benefit of any cash flow or appreciation in value of the new
property.  If reinvestments were made, it is likely that the
acquired properties would be conventional, multi-family residential
projects.

The Partnership has made no material commitments for capital
expenditures.

PART II - OTHER INFORMATION

Item 3 - Change In and Disagreements with Accountants
on Accounting and Financial Disclosure

As of February 8, 2002, Smith & Radigan, Certified Public
Accountants, LLC, the independent accountant previously engaged as
the principal accountant to audit the financial statements of Urban
Improvement Fund Limited - 1972 (the "Registrant," "Issuer" or the
"Partnership"), was terminated.  As of the same date, the firm of
Kenneth W. Bryant Certified Public Accountant was engaged to provide
the service for the Issuer.

The audit reports of Smith & Radigan, Certified Public Accountants,
LLC on the financial statements of the Partnership as of and for the
years ended December 31, 2000 and 1999 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.

Kenneth W. Bryant was a former partner in Smith & Radigan, Certified
Public accountants, LLC while they were the principal auditors of
the Issuer.  Kenneth W. Bryant has formed a new firm and has been
engaged by the General Partner as the principal auditor of the
Issuer.

During the Partnership's two most recent fiscal years and any
subsequent interim period preceding the change, there were no
disagreements with the former accountants on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of the former accountants, would have caused it
to make reference to the subject matter of the disagreements in
connection with its report.

The Issuer has provided a copy of this disclosure to the former
accountant, and the Issuer has received from the former accountant,
a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Issuer.  This
letter is filed as an Exhibit to this report.

There have been no disagreements with accountants on any matters of
accounting principles or practices or financial statement
disclosure.

Items 1 through 3 not applicable

Item 4 - Exhibits and Reports on Form 8-K

(a) Exhibits

Report on Form 8-K filed during the first quarter of 2002 - Change
of Accountants

Letter from former accountant, addressed to the Commission stating
that they agree with the statements made by the Partnership in the
Form 8-K.





SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
             Exchange Act of 1934, the Issuer has duly caused this report to be
             signed on its behalf by the undersigned, thereunto duly authorized.



URBAN IMPROVEMENT FUND LIMITED - 1973-II
(Issuer)
By:	Interfinancial Real Estate Management
Company, General Partner





Date  July 31, 2002      /s/Michael Fulbright
				(Signature)
				By:  Michael Fulbright, Secretary





Date  July 31, 2002      /s/John M. Orehek
				(Signature)
				By: John M. Orehek, Senior Vice President


Form 8-K - CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: February 8, 2002

Urban Improvement Fund Limited - 1973-II
(Exact name of registrant as specified in its charter)


California                       0-7771            95-6398192
(State or other jurisdiction   Commission       (I.R.S. Employer
of incorporation)              File Number)   Identification Number)


55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)


Registrant's telephone number, including area code (864) 239-1000

N/A

(Former address, if changed since last report)





Item 4.    Changes in Registrant's Certifying Accountant


As of February 8, 2002, Smith & Radigan, Certified Public
Accountants, LLC, the independent accountant previously engaged as
the principal accountant to audit the financial statements of Urban
Improvement Fund Limited - 1973 (the "Registrant" or the
"Partnership"), was terminated.  As of the same date, the firm of
Kenneth W. Bryant, CPA was engaged to provide the service for the
Registrant.

The audit reports of Smith & Radigan, Certified Public Accountants,
LLC on the financial statements of the Partnership as of and for the
years ended December 31, 2000 and 1999 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.

Kenneth W. Bryant was a partner in Smith & Radigan, Certified Public
Accountants, LLC while they were the principal auditors of the
Registrant.  Kenneth W. Bryant has formed a new firm and has been
engaged as the principal auditor of the Registrant.

During the Partnership's two most recent fiscal years and any
subsequent interim period preceding the change, there were no
disagreements with the former accountants on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of the former accountants, would have caused it
to make reference to the subject matter of the disagreements in
connection with its report.

The Registrant has provided a copy of this disclosure to the former
accountant, and the Registrant requested that the former accountant
furnish the Registrant with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements
made by the Registrant, and, if not, stating the respects in which
it does not agree.  A copy of the former accountant's response
indicating agreement is included as an exhibit to this report.

Item 7.	Financial Statements and Exhibits

	(c)	Exhibits

16.1	Letter dated February 8, 2002 from the former
accountant regarding its concurrence with the statements
made by the Registrant in this Current Report.


SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.






URBAN IMPROVEMENT FUND LIMITED - 1973-II
	(Registrant)
By:	Interfinancial Real Estate Management
Company, General Partner




/s/Michael Fulbright
(Signature)
By:  Michael Fulbright, Secretary




/s/John M. Orehek
(Signature)
By:  John M. Orehek, Senior Vice President



Date:	February 8, 2002


Exhibit 16.1





February 8, 2002



Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir/Madam:

We have read Item 4 included in the Form 8-K dated February 8, 2002
        of Urban Improvement Fund Limited - 1973-II filed with the Securities
        and Exchange Commission and are in agreement with the statements
        contained therein.

Very truly yours,




SMITH & RADIGAN, CERTIFIED PUBLIC ACCOUNTANTS, LLC
Atlanta, Georgia

/s/Timothy P. Radigan
   Timothy P. Radigan