UNITED STATES

	SECURITIES AND EXCHANGE COMMISSION

	Washington, D.C. 20549

	FORM 10-KSB
(Mark One)
[ X ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 2001

	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 2-43162

	                    URBAN IMPROVEMENT FUND LIMITED
	(Exact name of small business issuer (Issuer) 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)

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

Securities registered pursuant to Section 12(b) of the Exchange Act:
    None

Securities registered pursuant to Section 12(g) of the Exchange Act:
     None


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      .

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B is not contained herein, and will not
be contained, to the best of Issuer's knowledge in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to Form 10-KSB. [  ]

State issuer's revenues for its most recent fiscal year.   $26,495

State the aggregate market value of the voting partnership interests
held by non-affiliates computed by reference to the price at which
the partnership units were sold, or the average bid and asked prices
of such partnership units as of December 31, 2001.  No market exists
for the limited partnership units of the Issuer, and, therefore, no
aggregate market value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE
None

PART I

The matters discussed in this form 10-KSB contain certain forward-
looking statements and involve risks and uncertainties (including
changing market conditions, competitive and regulatory matters,
etc.) detailed in the disclosure contained in this Form 10-KSB and
the other filings with the Securities and Exchange Commission made
by the small business issuer (Issuer) from time-to-time.  The
discussion of the Issuer's business and results of operations,
including forward-looking statements pertaining to such matters,
does not take into account the effects of any changes to the
Issuer's business and results of operation.  Accordingly, actual
results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including
those identified herein.

Item 1.  Business

Urban Improvement Fund Limited, a California limited partnership
(the "Partnership"), was formed in August 1972 for the purpose of
investing, through Local Limited Partnerships (LLP's), in federally
and state-assisted low and moderate income housing projects.  The
Partnership will terminate on December 31, 2013.  The termination
can be earlier or later with an approval of a majority of the
partners. Units of Limited Partnership Interest were sold in a
public offering to investors who required tax shelter for income
from other sources.

The Partnership commenced operations after offering 5,830 limited
partnership units, at a price of $1,000 per interest, through a
public offering registered in 1972 with the Securities and Exchange
Commission (the "Offering").  The Offering terminated with
subscriptions for all 5,830 limited partnership units.

The Partnership's business is to hold limited partnership interest
in local limited partnerships, each of which owns and operates a
multifamily rental housing property ("Properties") which receives
one or more forms of assistance from the federal government.  There
is a local general partner for each Local Limited Partnership and
the Partnership is the principal limited partner.  As a limited
partner, the Partnership's liability for obligations of the Local
Limited Partnerships is limited to its investment, and the
Partnership does not exercise control over the activities of the
Local Limited Partnerships in accordance with the partnership
agreements.  See "Item 5 Management's Discussion and Analysis or
Plan of Operations" for information relating to the Partnership's
rights and obligations to make additional contributions or loans to
Local Limited Partnership.

The Partnership acquired equity interests as a limited partner in
ten (10) local limited partnerships.  Five of these projects were
sold through trustee's sales (foreclosures by the Secretary of
Housing and Urban Development).  The assets of three additional
properties have been sold.  However, the Alms Hill Partnership, one
of the local limited partnerships, is still in existence with a note
receivable for the sales proceeds of the property. The remaining two
properties plus the Alms Hill Partnership are described hereof.

The Partnership's investment objectives are to:

(1) preserve and protect Partnership capital;

(2) provide capital appreciation through increase in value of the
Partnership's investments, subject to considerations of capital
preservation and tax planning; and

(3) provide potential cash distributions from sales or refinancings
of the Partnership's investments.

The Partnership does not have any employees.  Services are performed
for the Partnership by the General Partner and agents retained by
the General Partner.

The following is a schedule of the properties currently owned by the
Local Limited Partnerships in which the Partnership is a limited
partner:

Schedule of Properties Owned by Local Limited Partnerships
in which Urban Improvement Fund Limited has an Investment

                               Limited
                             Partnership
Property Name, Location       Ownership         Number
and Partnership Name          Interests        of Units

Lakewood Apartments               95%       108 residential
  Vinton, West Virginia

The Villages                      95%       250 residential
  Waco, Texas

                             Financed
                            Insured and     Units Receiving
Property Name, Location     Subsidized     Rental Assistance
And Partnership Name           Under          Under Section 8

Lakewood Apartments         Section 236           108
  Vinton, West Virginia

The Villages                Section 221(d)(3)     200
  Waco, Texas

                                 Occupancy Percentage
                                 For the Year Ended
Property Name, Location             December 31,
And Partnership Name             2001         2000

Lakewood Apartments               98%          99%
  Vinton, West Virginia

The Villages
  Waco, Texas                     91%         91%

The real estate business is highly competitive.  The Issuer competes
with numerous established apartment owners and real estate
developers of low-income housing having greater financial resources.
There is additional risk of new construction occurring in areas
where the Issuer has invested in existing government-assisted
housing projects.  Moreover, the outlook for subsidized housing is
not determinable, given existing and proposed federal legislation.
The Issuer's income is entirely dependent upon revenues received
from the limited partnerships in which it is a limited partner.
Investment in federally-assisted housing is subject to significant
regulations.  These regulations limit, among other things, the
amount of return allowed on the initial equity investment, the
manner in which such properties may be sold, and the persons to whom
such properties may be sold. In 1987, fearing the loss of affordable
housing units, Congress passed emergency legislation which
prohibited prepayment of all FHA insured Section 236 or Section
221(d)(3) mortgages.  Congress passed additional legislation in 1990
known as LIHPRHA (the Low Income Housing Preservation and Resident
Homeownership Act).  However, by 1995, Congress had determined the
program was too expensive to continue. In March 1996, Congress
changed the compensation program, severely limited funding, and
restored the property owners' right to prepay the FHA mortgages and
change the use of the properties under legislation known as the
Housing Opportunity Program Extension Act of 1996.  The General
Partner of the Partnership has initiated steps to ensure that the
Local Limited Partnerships comply with the provisions of LIHPRHA and
subsequent legislation.

Regulation of Affordable Housing

The Federal Housing Administration ("FHA") has contracted with the
two subsidized rental projects under Section 8 of Title II of the
Housing and Community Development Act of 1974 to make housing
assistance payments to the Local Limited Partnerships on behalf of
qualified tenants.  The terms of the agreements are one or five
years with one-year renewal options.

In 1997 and again in 1999, Congress enacted new ways to determine
rent levels for properties receiving HUD's rental assistance under
Section 8 of the United States Housing Act of 1937 ("Section 8")
after the expiration of their original Section 8 contracts.  This
new legislation will affect the local limited partnerships in which
the Partnership has invested.  On October 27, 1997, the President
signed into law the Multifamily Assisted Housing Reform and
Affordability Act of 1997 (the "1997 Housing Act").  Under the 1997
Housing Act, certain properties assisted under expiring Section 8
contracts and which have been receiving rents deemed to be above
comparable market levels for unassisted properties, and financed
with HUD-insured mortgage loans, will have, upon the renewal or
extension of Section 8 contracts, rents marked to market rents.
This will be accomplished in various ways, the goal being to reduce
Section 8 rents to comparable market levels, thereby reducing the
federal Section 8 subsidy obligation, and (ideally) by
simultaneously lowering, or eliminating, required debt service costs
(and decreasing operating costs) as needed to ensure financial
viability at the reduced rent levels.  The program also incorporates
a requirement to perform any repair or rehabilitation deemed
necessary by depositing funds to cover the first twelve month's
work, and making sufficient monthly reserve deposits to ensure work
required in succeeding years.  In 1999, Congress enacted legislation
(the "1999 Housing Act") that expanded on and clarified the
provisions of the 1997 Housing Act, including permitting properties
whose Section 8 rents were below comparable market rents to increase
their Section 8 rents to market.

The 1997 and 1999 Housing Acts (together, the "Housing Acts") permit
the retention of project based Section 8 contracts for most
properties in rental markets with a limited supply of affordable
housing or where the tenants are particularly vulnerable populations
including the elderly, disabled or large families.  In rental
markets without a limited supply of affordable housing, the Housing
Acts provide for phasing out project based subsidies, converting the
assistance to tenant based assistance or vouchers.  Under the tenant
based system, rental vouchers would be issued to qualified tenants
who then could elect to reside at properties of their choice,
including the property in which they currently reside.  Voucher rent
levels are established by local housing authorities under guidelines
set by HUD.  While the Partnership does not expect the provisions of
the Housing Acts to result in a significant number of tenants
relocating from the properties owned by the Local Limited
Partnerships, there can be no assurance that the new legislation
will not significantly and adversely affect the operations of the
properties of the Local Limited Partnership.

All of the units which receive rent subsidies from Section 8 have
their contracts which expire during the periods ending January 2004.
The Housing Acts provide several options under which a Local Limited
Partnership may elect, as appropriate, to renew its Section 8
contracts:  (1)  marking rents up to the comparable market rent, if
current rents are below market; (2) renewing rents at the current
level, if the level does not exceed comparable market rents, and
receiving an operating cost adjustment factor (an "OCAF") or a
budget based rent increase, as long as the rents do not exceed
comparable market rents; (3) marking rents down to comparable market
rents; (4) marking their rents down to an "exception rent" level,
when comparable market rents would be too low to permit continued
operation of the property under the Section 8 program, even with
full debt restructuring; or (5) opting out of the Section 8 program.
For properties assisted by Section 8, but not subject to these
provisions (including, but not limited to, properties which do no
have underlying HUD insured mortgages, or which have been financed
through certain state housing finance agency or bond financed
mortgage programs), rents will be continued at current levels, plus
an OCAF or (in some instances) a budget based rent
increase.  In addition, properties can opt out of the Section 8
program only if very strict notice requirements have been met,
including a requirement that HUD, the tenants, and the local
governing body be given twelve months notice of a Local Limited
Partnerships intention to opt out of the program prior to contract
termination.

Each of the options requires an application to HUD, and, to a
greater or lesser extent, the fulfillment of certain procedural
submission requirements and financial requirements, which must be
weighed in connection with the determination of which option to
select.

The Section 8 requirements are separate from the requirements
governing the underlying HUD-insured mortgage loans and any other
HUD, state or local requirements, all of which must be fulfilled,
irrespective of the option chosen with regard to the continuation of
Section 8 participation.

Item 2.  Properties

The Issuer owns equity interests as a Limited Partner in the
following real estate projects as of December 31, 2001:

LAKEWOOD APARTMENTS - The Partnership owns a 108 residential unit
project located on Route #24 in Vinton, Virginia.  The project
includes nine two and one-half story buildings with wood siding.
The project was constructed under Section 236 of the National
Housing Act.  The mortgage also has interest subsidies which reduces
the interest rate to approximately one percent.  The Partnership
also entered into a regulatory agreement which sets rental rates,
limits distributions and requires monthly deposits to reserves for
replacements.

THE VILLAGES - The Partnership owns a 250-unit residential apartment
project located at 29th Street and East Burelson in Waco, Texas.
The project consists of thirty-five two-story buildings.  The
project was constructed under Section 221(d)(3) of the National
Housing Act.  The mortgage is insured by HUD.  The Partnership also
entered into a regulatory agreement which sets rental rates, limits
distributions and requires monthly deposits to reserves for
replacements.

ALMS HILL APARTMENTS contained 200 residential and 10 commercial
units located in the northeast section of Cincinnati, Ohio.  The
structure is a ten-story rehabilitated brick and masonry building.
The Issuer sold its equity interest as a limited partner in this
real estate project through a resyndication during August 1983.  The
Partnership holds a receivable from the sale of the property.

Occupancy Rates

			    Partnership		2001	2000

			Lakewood Apartments		98%	99%
			The Villages			91%	91%

Average Annual Rental Per Unit

			   Partnership			  2001  	  2000

			Lakewood Apartments		$  5,286	$  5,112
			The Villages			$  7,508	$  6,313

Property Real Estate Taxes

			   Partnership			  2001  	  2000

			Lakewood Apartments		$29,548	$ 29,695
			The Villages			$67,213	$ 64,024

Federal Tax Basis Information

                           Federal           Original Building
Partnership               Tax Basis         Method        Life

Lakewood Apartments       $1,549,693           SL         20-35
The Villages              $3,548,944           SL         25-39


	             	Bldg. Improvements	Personal Property
Partnership             Method        Life      Method       Life

Lakewood Apartments       SL         20-35        SL         5-10
The Villages              SL         25-39        DDB        10

Item 3.  Legal Proceedings

There are no material legal proceedings pending at the time, other
than ordinary routine litigation incidental to the Partnership's
business, including the Local Limited Partnerships in which the
Partnership is a limited partner.

Part II

Item 4.  Market for Common Equity and Related Partnership Matters

No matters were submitted during the fourth quarter of the fiscal
year covered by this report to a vote of security holders through
the solicitation of proxies or otherwise.

Units in the Partnership were sold through a public offering.  There
is not a ready market for the transfer of limited partnership
interests.  Limited partnership interests may be transferred between
individuals with the consent of the General Partner.  Accordingly,
an investor may not be able to sell or otherwise dispose of his
interest in the Partnership.

During the year ended December 31, 2001, an affiliate of the General
Partner purchased 83 units at an average price of $5 per unit and
Equity Resources purchased 225 units at an average price of $10 per
unit.  In addition, five partners transferred 95 units to
individuals or entities.  The Partnership does not have any details
regarding the purpose or consideration involved in these transfers.
These types of transfers are usually a result of the following
actions:

1. Due to the divorce of the partner, the interest is fully or
partially transferred to a spouse.

2. Due to tax planning, the interest is transferred to a trust.

3. Due to the death of the partner, the interest is transferred
to a trust or the beneficiaries of the estate.

4. The interest is gifted to a charitable organization.

Holders
Title of      Name & Address of      Amount and Nature of     % of
Class         Beneficial Owner       Beneficial Ownership    Class

General Partner  Interfinancial Real      5 Units             100%
  Interest       Estate Management Co.    ($5,000)
                 1201 Third Avenue,
                 Suite 5400
                 Seattle, Washington 98101-3076

Limited Partner	335 Limited Partners     5,830 Units        100%
   Interest		                         ($5,830,000)

Interfinancial Real Estate Management Company owned 201.25 units of
limited partnership interest at December 31, 2001.  An affiliate of
the General Partner owns 118 units of limited partnership interest.

There have been no cash distributions to partners during the year
ended December 31, 2001 or 2000.  Dividends can only be paid from
available cash flow.

Part III

Item 5.  Management's Discussion and Analysis or Plan of Operation

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.

The two 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.

During the period 2001 and 2000, cash distributions from Local
Limited Partnerships totaled $21,332 in 2001 and $36,554 in 2000.
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 December 31, 2001, the Partnership had advances from the General
Partner of $528,586. The Partnership has used excess cash to repay
management fees and these types of  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.  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 situations may arise where it
would be advantageous to the Partnership 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 Partners, 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
Partners 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 had inquiries about the sale or exchange of
properties in its portfolio.  During 1999, the Partnership sold
Angeles I and Angeles II.  These properties were not exchanged in a
tax free transaction.

The Partnership has made no material commitments for capital
expenditures.

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
Partnerships for cash flow.  As shown in the table below, the
Partnership has received distributions in recent years.  This trend
is expected to continue.

                                             2001        2000

	Urban's share of distributions	$ 21,332	$ 36,554

The General Partner believes the level of distributions received
will fund the general and administrative expenses of the
Partnership.

Under the terms of the Limited Partnership Agreement (as amended),
the Partnership is required to pay the General Partner an annual
management fee equal to three-tenths of one percent of invested
assets.  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 $40,000.  During 2001 and 2000, the Partnership recorded
management fee expense of $40,000 and paid these fees from cash on
hand.  Most of the cash on hand was realized from the sales of local
limited partnerships in prior years.

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.

At December 31, 2001, the Partnership had investments in two active
real estate limited partnerships as a Limited Partner.  The
Partnership carries such investments on the equity method of
accounting.  The Partnership discontinues recording losses for
financial reporting purposes when its investment in a particular
Local Limited Partnership is reduced to zero, unless the Partnership
intends to commit additional funds to the Local Limited Partnership.
At year-end, all of the investments were reduced to zero.  The
equity in income in Local Limited Partnerships resulted from either
Local Limited Partnerships, whose investments have not been reduced
to zero, reporting income from operations and/or Local Limited
Partnerships, whose investments have been reduced to zero, who paid
distributions or repaid an advance. Additional advances to Local
Limited Partnerships, after an investment is reduced to zero, are
recorded as losses.  The components of the Partnership's equity in
net income of the Local Limited Partnerships for 2001 and 2000 is
summarized as follows:

					  2001  	  2000

Distributions received from
Partnerships with zero
investments:
    The Villages              $      0    $ 28,500
    Angeles I                    6,689           0
    Angeles II                   6,589           0
    Lakewood Apartments          8,054       8,054

Equity in income of
Local Limited Partnerships    $ 21,332    $ 36,554

The actual combined income of Local Limited Partnerships will
generally increase, or the combined losses of Local Limited
Partnerships will generally decrease, as depreciation and interest
decreases and the projects achieve stable operations.  Much of the
rental revenue of the Local Limited Partnerships is dependent on
subsidy.  In recent years, the Local Limited Partnerships have
increased operating expenses to fund repairs and maintenance on the
properties.  Such repairs are limited by available cash flow.  The
distributions to the Partnership from Local Limited Partnerships are
the result of profitable operations which produce cash flow for
these projects.

Item 6.  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.

Item 7.  Financial Statements

Urban Improvement Fund Limited

List of Financial Statements

Report of Kenneth W. Bryant, Certified Public Accountant,
Independent Auditor

Balance Sheet - December 31, 2001

Statements of Operations - Years ended December 31, 2001 and 2000

Statements of Changes in Partners' Capital (Deficit) - Years
ended December 31, 2001 and 2000.

Statements of Cash flows - Years ended December 31, 2001 and 2000

  Notes to Financial Statements

Kenneth  W. Bryant
Certified Public Accountant
555 North Point Center East
Fourth Floor
Alpharetta, GA 30022
678-366-5150


	INDEPENDENT AUDITOR'S REPORT


To the Partners
Urban Improvement Fund Limited - 1972

I have audited the accompanying balance sheet of Urban Improvement
Fund, Limited (a Limited Partnership) as of December 31, 2001, and
the related statements of operations, changes in partners' capital
(deficit) and cash flows for the year ended December 31, 2001.
These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion
on these financial statements based on my audit.  I did not audit
the financial statements of the two Urban Improvement Fund Limited's
Local Limited Partnership investments whose combined financial
statements are shown in Note 4.  These statements were audited by
other auditors whose reports have been furnished to me, and my
opinion, to the extent it relates to the amounts included for these
Local Limited Partnership investments, is based solely on the
reports of the other auditors.  Urban Improvement Fund Limited's
investment in these partnerships has been reduced to zero.  The
financial statements of Urban Improvement Fund Limited - 1972 as of
December 31, 2000 were audited by other auditors whose report dated
April 20, 2001 expressed an unqualified opinion.

I conducted my audit in accordance with auditing standards generally
accepted in the United States of America.  Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  I
believe that my audit and the reports of other auditors provide a
reasonable basis for my opinion.

In my opinion, based on my audit and the reports of other auditors,
the financial statements referred to above present fairly, in all
material respects, the financial position of Urban Improvement Fund
Limited as of December 31, 2001, and the results of its operations
and its cash flows for the year ended December 31, 2001, in
conformity accounting principles generally accepted in the United
States of America.




/s/Kenneth W. Bryant, Certified Public Accountant





Atlanta, Georgia
June 14, 2002

INDEPENDENT AUDITORS' REPORT



To the Partners
Lakewood Apartments
Limited Partnership
HUD Project Number:   051-44109
Silver Spring, Maryland

I have audited the accompanying balance sheet of Lakewood Apartments
Limited Partnership, as of December 31, 2001 and the related
statements of income, changes in partners' equity and cash flows for
the year then ended. These financial statements are the
responsibility of the Partnership's management.  My responsibility
is to express an opinion on these financial statements based on our
audit.

I conducted my audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the
Comptroller General of the United States.  Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  I
believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Lakewood
Apartments as of December 31, 2001, and the results of its
operations changes in partners' equity and its cash flows for the
year then ended in conformity with generally accepted accounting
principles.

My audit was made for the purpose of forming an opinion on the
financial statements taken as a whole.  The accompanying
supplementary information shown on pages 18 to 22 are presented for
the purpose of additional analysis and are not a required part of
the basic financial statements of Lakewood Apartments Limited
Partnership.  Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in my opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, I have also issued
a report dated February 1, 2002 on my consideration of internal
controls and a report dated February 1, 2002 on its compliance with
laws and regulations.


/s/Harvey E. Johnson, Jr., P.C.



Arlington, Virginia
February 1, 2002

INDEPENDENT AUDITORS' REPORT



To the Partners
The Villages LTD.
(A Limited Partnership)

We have audited the accompanying balance sheet of The Villages LTD.,
Project No. 112-35035 LD, (a limited partnership) as of December 31,
2001, and the related statements of income, changes in partners'
equity and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards and Government Auditing Standards, issued by the
Comptroller General of the United States.  Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of The
Villages LTD. at December 31, 2001, and the results of its
operations, changes in partners' equity and its cash flows for the
year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards and the
Consolidated Audit Guide for Audits of HUD Programs, issued by the
U.S. Department of Housing and Urban Development, we have also
issued a report dated February 2, 2002 on our consideration of the
partnership's internal control structure and reports dated February
2, 2002 on its compliance with specific requirements applicable to
major HUD programs, and specific requirements applicable to Fair
Housing and Non-Discrimination. Our audit was conducted for the
purpose of forming an opinion on the basic financial statements
taken as a whole.  The supporting data included in this report
(shown on pages 16 to 20) is presented for the purpose of additional
analysis and is not a required part of the basic financial
statements of the Partnership.  Such information has been subjected
to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a
whole.


/s/Crabtree, Crabtree & Hatter, L.L.P.
Certified Public Accountants

Azle, Texas
February 2, 2002


URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)

BALANCE SHEET

December 31, 2001




ASSETS


Cash and cash equivalents                             $   97,757
Investments in and advances to Local
  Limited Partnerships accounted for
  on the equity method - Note 4                                0

                                                      $   97,757




LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)


Accounts payable                                      $    2,334
Advance from General Partner                             528,586
Distribution payable                                         642
                                                         531,562

Partners' capital (deficit) - Note 2
  General Partners - 5 partnership units
    authorized, issued and outstanding                      (368)
  Limited Partners - 5,830 partnership units
    authorized, issued and outstanding                  (433,437)
                                                        (433,805)
Commitments and contingent liabilities -
  Note 4
                                                      $   97,757


The Notes to Financial Statements are an integral part of
these Statements.

URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)

STATEMENTS OF OPERATIONS




                                             Year Ended December 31,
                                              2001           2000

Interest income                           $    5,163     $    3,514

Expenses:
  Management fees - Note 3                    40,000         40,000
  Other expenses                              21,769         23,755
                                              61,769         63,755
Loss before equity in income of Local
  Limited Partnerships                       (56,606)       (60,241)
Equity in income of Local Limited
  Partnerships - Note 4                       21,332         36,554

Net income (loss)                         $  (35,274)    $  (23,687)

Allocation of net income (loss):
  Net income (loss) allocated to
  General Partners                        $      (31)    $      (21)
  Net income (loss) allocated to
  Limited Partners                           (35,243)       (23,666)

                                          $  (35,274)    $  (23,687)
Net financial reporting income
 (loss) per unit:
    General partnership units
   (5 units outstanding
   allocated to General Partner)          $       (6)   $       (4)
  Limited partnership units
  (5,830 units Outstanding
  allocated to Limited Partners)          $       (6)   $       (4)






The Notes to Financial Statements are an integral part of these
Statements.


URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)




                          General      Limited
                          Partner      Partners       Total

Partners' capital
 (deficit) at
 January 1, 2000      $      (316)   $  (374,528)  $  (374,844)

Net income (loss) - 2000      (21)       (23,666)      (23,687)

Partners' capital (deficit)
  at December 31, 2000        (337)     (398,194)     (398,531)

Net income (loss) - 2001       (31)      (35,243)      (35,274)

Partners' capital
 (deficit) at
 December 31, 2001     $      (368)   $ (433,437)  $  (433,805)





The Notes to Financial Statements are an integral part of these
Statements.


URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)

STATEMENTS OF CASH FLOWS




                                           Year ended December 31,
                                             2001           2000
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                     $   (35,274)    $  (23,687)
  Adjustments to reconcile net income
   (loss) to net cash used by operating
   activities:
  Equity in net income of Local Limited
    Partnerships                              (21,332)      (36,554)
  Increase (decrease) in accounts pay-
    able, management fees payable and
    payable to affiliates                     (11,566)       13,067
      Total adjustments                       (32,898)      (23,487)
  Net cash used by operating
    Activities                                (68,172)      (47,174)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Current year distributions received           21,332       36,554
    Net cash provided by investing
       Activities                               21,332       36,554

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repay advance from affiliate                       0      (39,981)
  Partnership distributions                          0      (39,935)
    Net cash used by financing
      Activities                                     0      (79,916)

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                             (46,840)     (90,536)

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF YEAR                                   $  144,597   $  235,133

CASH AND CASH EQUIVALENTS AT END OF YEAR    $   97,757   $  144,597





The Notes to Financial Statements are an integral part of these
Statements.



Note 1 - Organization and Accounting Policies

  Organization

Urban Improvement Fund Limited (the Partnership) was formed under
the California Uniform Limited Partnership Act on February 22, 1972,
for the principal purpose of investing in other limited partnerships
(Local Limited Partnerships), which own federal and state-assisted
housing projects.  The Partnership issued 5,830 units of limited
partnership interest pursuant to a public offering of such units
which terminated on December 31, 1972.  The Partnership also issued
five units of general partnership interest to Interfinancial Real
Estate Management Company (the General Partner).  For income tax and
financial reporting purposes, profits and losses are allocated
..08659 percent to the General Partner and 99.91341 percent to the
limited partners.

  Investment in Local Limited Partnerships

As of December 31, 2001, the Partnership had investments in two
active real estate limited partnerships (Local Limited
Partnerships).  During 1999, the Partnership sold the Local Limited
Partnerships, Angeles I and Angeles II.  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 on the equity method
(Note 4).  The investment account represents the sum of the capital
investment, advances and unamortized cost of acquisition less the
Partnership's share of 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's 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 Partner
of the Local Limited Partnerships, deducted when paid for income tax
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 thirty-five years)
of the Local Limited Partnerships' properties.  Amortization is
discontinued when the investment is reduced to zero.  There was no
amortization during 2001 and 2000.

The Partnership has an investment in one limited partnership that
sold its real estate during 1983.  This partnership (Alms Hill
Apartments, Ltd.) holds a note receivable for a portion of the sales
proceeds.  The sale of the property was recognized on the cost
recovery method to first recognize the recovery of the asset

Note 1 - Organization and Accounting Policies - Continued

  Investment in Local Limited Partnerships - Continued

value, then recognize the gain as the proceeds are received.
Interest will accrue at eighteen percent on the unpaid principal
balance of $500,000.  Unpaid interest and principal was due August
1, 1993.  The due date was extended for an additional  five-year
term to August 1, 1998, at which time the due date was extended for
an additional five year term through August 1, 2003.  During the
extension period, interest will accrue only to the extent of surplus
cash payments.  Payments after 1989 can only be made from cash flow
of the Local Limited Partnership, as defined in its partnership
agreement. No cash flow payments have been received by the
Partnership.

The Partnership's equity in net income of the Local Limited
Partnerships is summarized as follows:

                                          2001       2000

Distributions received from Partnerships
 with zero investments:
  Lakewood Apartments                 $  8,054   $  8,054
  Angeles I                              6,689          0
  Angeles II                             6,589          0
  Villages                                   0     28,500

Equity in income of Local Limited
  Partnerships                        $ 21,332   $ 36,554

Significant accounting policies followed by the Local Limited
Partnerships are summarized in Note 4.

Taxes on Income

No provision for taxes on income is required in the financial
statements since all taxable income or loss of the Partnership is
allocated to the partners for inclusion in their respective tax
returns.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards ("SFAS") No. 107,
"Disclosures About Fair Value of Financial Instruments," as amended
by SFAS No. 119, "Disclosure about Derivative Financial Instruments
and Fair Value of Financial Instruments," requires disclosure of
fair value information about significant financial instruments, when
it is practicable to estimate that value and excessive costs would
not be incurred. To estimate the fair value of the balances due to
the General Partner, excessive costs would be incurred and,
therefore, no estimate has been made.  The Partnership believes that
the carrying value of other assets and liabilities reported on the
balance sheet that require such disclosure approximate fair value.
See "Recent Accounting Pronouncements" below.

Note 1 - Organization and Accounting Policies - Continued

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.

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.

Advances from General Partner

The General Partner made advances to the Partnership to fund
operations of the Local Limited Partnerships in the early years of
the Partnership.  The advances are non-interest bearing and due on
demand.  The balance at December 31, 2001 and 2000 was $528,586.

Note 2 - Reconciliation Between Net Income (Loss) and Partners'
Capital (Deficit)
         For Financial Reporting Purposes and Income Tax Reporting
Purposes

A reconciliation of the Partnership's income (loss) for financial
reporting purposes and the Partnership's income (loss) for income
tax reporting purposes follows:

Note 2 - Reconciliation Between Net Income (Loss) and Partners'
Capital
      (Deficit) for Financial Reporting Purposes and Income Tax
      Reporting Purposes - Continued

                                              December 31,
                                          2001           2000
Net income (loss) for financial
  reporting purposes                 $   (35,274)   $   (23,687)
Equity in deductions taken by Local
  Limited Partnerships for income
  tax reporting purposes                 250,134        24,980
Other accrual adjustments                      0           633
Net income (loss) as reported on
  the federal income tax return      $   214,860   $     1,926

A reconciliation of partners' capital (deficit) for financial
reporting purposes and partners' capital (deficit) for income
tax reporting purposes follows:

                                             December 31,
                                          2001           2000
Partners' capital (deficit) for
  financial reporting purposes       $  (433,805)    $  (398,531)

Commissions and offering expenses
  capitalized for income tax report-
  ing purposes and charged to capital
  for financial reporting purposes       641,492         641,492

Equity in cumulative losses of Local
  Limited Partnerships for income tax
  reporting purposes in excess of
  losses for financial reporting
  purposes                            (1,178,389)     (1,428,523)

Partners' capital (deficit) as
  reported on the federal income
  tax return                         $  (970,702)    $(1,185,562)

The Partnership has received a ruling from the Internal Revenue
Service that the basis of the limited partners' interests in the
Partnership will include the Partnership's allocable share of basis
resulting from mortgage debt of the Local Limited Partnerships under
Section 752 of the Internal Revenue Code.

Note 3- Management of Urban Improvement Fund Limited

Under the terms of the Limited Partnership Agreement (as amended),
the Partnership is required to pay the General Partner an annual
management fee equal to fifty percent of the Partnership's annual
net cash flow as defined, subject to an annual minimum of $40,000.)
The Partnership recorded and paid an annual management fee expense
of $40,000 per year for the years ended December 31, 2001 and 2000.

Note 3- Management of Urban Improvement Fund Limited - Continued

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.  No liquidation fees were paid to the
General Partner during 2001 and 2000.

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 to any
projects in which the Partnership has an interest.  No fees were
paid to PSI during 2001 and 2000.

Note 4 - Investments in Local Limited Partnerships Accounted
         for on the Equity Method

The Partnership has ninety-five percent to ninety-nine percent
interests in profits and losses of the Local Limited Partnerships.
Investments in these Local Limited Partnerships were made in
installments based typically on the stage of completion and/or
occupancy.

Investments in and advances to the Local Limited Partnerships
accounted for on the equity method are as follows:

                                         Equity In
                            Capital        Income
                         Contributions    (Losses)      Subtotal
December 31, 2001:

Lakewood Apts             $ (27,744)     $  (338,624) $  (366,368)
The Villages                 59,963       (1,005,301)    (945,338)

                         $   32,219     $ (1,343,925) $(1,311,706)

                           Equity In     Unamortized
                           Losses Not     Costs of
                            Recorded     Acquisition       Total

Lakewood Apts              $  302,661      $ 63,707       $      0
The Villages                  835,611       109,727              0

                           $1,138,272     $ 173,434       $      0


                                         Equity In
                            Capital        Income
                         Contributions    (Losses)        Subtotal
December 31, 2000:

Lakewood Apts           $  (19,690)    $  (411,068)    $  (430,758)
The Villages                59,963      (1,178,481)     (1,118,518)

                        $   40,273     $(1,589,549)    $(1,549,276)

                           Equity In     Unamortized
                           Losses Not     Costs of
                            Recorded     Acquisition       Total

Lakewood Apts             $  367,051     $   63,707       $      0
The Villages               1,008,791        109,727              0

                          $1,375,842     $  173,434       $      0

Note 4 - Investments in Local Limited Partnerships Accounted for on
         the Equity Method - Continued


The combined balance sheet of the Local Limited Partnerships
accounted for on the equity method at December 31, 2001 and the
related combined statements of operations, changes in partners
capital (deficit), cash flows and selected footnote disclosures from
the audited financial statements of the Local Limited Partnerships
for the years ended December 31, 2001 and 2000 are summarized as
follows:

COMBINED BALANCE SHEETS OF LOCAL LIMITED PARTNERSHIPS

December 31, 2001

Assets

Cash                                          $   125,332
Cash in escrow and other restricted funds         566,897
Accounts receivable                                28,030
Prepaid expenses                                   67,614
Other assets (net of accumulated amortization)     27,851
                                                  815,724

Property on the basis of cost - Note 5:
  Land                                            251,240
  Buildings and improvements                    5,076,954
		5,328,194
  Less accumulated depreciation                (4,667,414)
                                                  660,780

                                              $ 1,476,504


Liabilities and Partners' Capital (Deficit)

Mortgage notes payable - Note 6               $ 2,678,094
Accounts payable and accrued expenses             101,913
Tenants' security and other deposits               55,671
                                                2,835,678

Partners' capital (deficit) per
  accompanying statements                      (1,359,174)

                                              $ 1,476,504

Note 4 - Investments in Local Limited Partnerships Accounted for
         on the Equity Method - Continued

COMBINED STATEMENTS OF OPERATIONS OF LOCAL LIMITED PARTNERSHIPS

                                   Year Ended December 31
                                   2001              2000
REVENUE:
  Net rental income             $2,275,846        $2,130,343
  Financial income                  21,890            21,548
  Other income                      45,873            43,120
    Total revenue                2,343,609         2,195,011

EXPENSES:
  Administrative                   377,505           397,271
  Utilities                        568,551           505,803
  Operating                        686,498           815,480
  Taxes and insurance              269,471           231,653
  Financial                        125,773           133,584
  Depreciation and amortization     54,949            55,577
  Other                              2,310             2,076
  Total expenses                 2,085,057         2,141,444

Net income                      $  258,552        $   53,567


COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
OF LOCAL LIMITED PARTNERSHIPS

                       Urban
                    Improvement    Other
                       Fund       Limited      General
                      Limited     Partners     Partners     Total

Partners' capital
 (deficit) at
 January 1, 2000   $(1,563,611)  $ (43,962)  $ (17,284) $(1,624,857)

Net income - 2000       50,889         375       2,303       53,567

Distributions - 2000   (36,554)       (982)       (682)     (38,218)

Partners' capital
 (deficit) at
 December 31, 2000  (1,549,276)    (44,569)    (15,663)  (1,609,508)

Net income - 2001      245,624       6,232       6,696      258,552

Distributions - 2001    (8,054)        (82)        (82)      (8,218)

Partners' capital
 (deficit) at
 December 31, 2001 $(1,311,706)  $ (38,419)   $ (9,049) $(1,359,174)

Note 4 - Investments in Local Limited Partnerships Accounted for on
         the Equity Method - Continued


STATEMENTS OF CASH FLOWS OF LOCAL LIMITED PARTNERSHIPS

                                            Year Ended December 31,
                                                2001         2000
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                $  258,552   $   53,567
  Adjustments to reconcile net income
    to net cash provided by operating
     activities:
      Loss (gain) on sale of assets                  0       12,601
      Depreciation and amortization             54,949       55,577
      Decrease (increase) in escrows
        and  other restricted funds,
        receivables, prepaid expenses
        and other assets                       (94,375)    (139,200)
      Increase (decrease) in accounts pay-
        able, accrued expenses, tenant
        security deposit liability and
        other liabilities                      (14,679)      39,113
          Total adjustments                    (54,105)     (31,909)
  Net cash provided by operating
    Activities                                 204,447       21,658

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                               0      (28,650)
  Proceeds from sale of capital expenditures         0       22,424
  Net cash provided (used) by
    investing activities                             0       (6,226)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Mortgage principal payments                 (155,081)    (144,626)
  Distributions paid                            (8,218)     (38,218)
  Net cash provided (used) by
    financing activities                      (163,299)    (182,844)

NET INCREASE (DECREASE) IN CASH                 41,148     (167,412)

CASH BALANCE AT BEGINNING OF YEAR               84,184      251,596

CASH BALANCE AT END OF YEAR                 $  125,332   $   84,184


SUPPLEMENTAL INFORMATION REGARDING INTEREST
  PAYMENTS IS AS FOLLOWS:
    Interest paid                           $   54,949   $  127,043

Note 4 - Investments in Local Limited Partnerships Accounted for
         on the Equity Method - Continued

A reconciliation between combined net income for financial reporting
purposes and the combined net income for income tax reporting
purposes follows:

                                            Year Ended December 31,
                                              2001           2000
Combined net income for financial
  reporting purposes                       $  258,552     $   53,567

Differences between depreciation
  for income tax reporting purposes
  and depreciation for financial
  reporting purposes                           13,973        (4,975)

Accrual adjustments for financial
  reporting purposes                          (4,198)	       14,021

Combined net income as reported on
  the federal income tax returns          $  268,327     $   62,613

A reconciliation of combined partners' capital (deficit) for
financial reporting purposes and combined partners' capital
(deficit) for income tax reporting purposes follows:

                                           Year Ended December 31,
                                            2001            2000
Combined partners' capital (deficit)
  for financial reporting purposes      $(1,359,174)    $(1,609,508)

Carrying costs during construction
  capitalized for financial reporting
  purposes, excess of depreciation for
  income tax reporting purposes and
  accrual adjustments for financial
  reporting purposes                       (128,449)       (159,406)

Combined partners' capital (deficit)
  as reported on the federal income
  tax returns                           $(1,487,623)    $(1,768,914)

Note 4 - Investments in Local Limited Partnerships Accounted for
         on the Equity Method - Continued

  Cost of Buildings

For financial reporting purposes, the Local Limited Partnerships
generally capitalized all project costs, including payments to the
general partners, taxes, carrying costs and operating expenses
offset by incidental rental income, up to the cutoff date for cost
certification purposes.  For income tax reporting purposes, certain
of these amounts were deducted when paid (Note 5).

  Depreciation and Amortization

For financial statement purposes, depreciation is generally computed
using the straight-line method over useful lives of twenty-five to
thirty-five years, from the date of completion of the building or
rehabilitation.  For income tax reporting purposes, buildings are
depreciated over generally shorter periods on various accelerated
methods.

Certain expenses related to organization of the Local Limited
Partnerships have been deferred and are being amortized for
financial statement purposes using the straight-line method over
periods of twenty to forty years (Note 5).

  Mortgage Notes Payable

Lakewood Apartments and The Villages have mortgages which are
insured by the Department of Housing and Urban Development (HUD)
totaling $2,678,094 at December 31, 2001.  The mortgage notes
payable are secured by deeds of trust on rental property and bear
interest at the rate of seven percent per annum.  The mortgages will
generally be repaid in monthly installments of principal and
interest of $29,041 over periods of forty years.  HUD makes interest
assistance payments on one of the mortgages insured under Section
236 which effectively reduce the mortgage payments to those required
for mortgages carrying a one percent interest rate (Note 6).

The scheduled principal reductions for the next five years are as
follows:

                    2002              $  166,292
                    2003                 178,313
                    2004                 191,203
                    2005                 205,026
                    2006                 219,847
                    Beyond             1,717,413

                                      $2,678,094


Note 4 - Investments in Local Limited Partnerships Accounted for
         on the Equity Method - Continued

  National Approved housing Act Subsidies and Restrictions

Under terms of the regulatory agreements with HUD, the two Local
Limited Partnerships cannot make cash distributions to partners of
the Local Limited Partnerships in excess of six percent per annum of
stated equity in the respective projects.  Such distributions are
cumulative but can only be paid from "surplus cash," as defined in
the agreements.  The Local Limited Partnerships must deposit all
cash in excess of the distributable amounts into residual receipts
funds which are under the control of the mortgagees, and from which
disbursements must be approved by HUD.  As of December 31, 2001,
approximately $233,000 could be paid to partners of Lakewood
Apartments and The Villages as surplus cash becomes available.

Under terms of the regulatory agreements, the Local Limited
Partnerships are required to make monthly deposits into replacement
funds which are under the control of the mortgagees.  Such deposits
commence with the initial principal payments on the mortgage loans.
Expenditures from the replacement funds must be approved by HUD.

The Local Limited Partnerships have entered into Section 8 contracts
with HUD to provide financial assistance to qualified tenants of the
apartment units.  Under terms of these contracts, HUD will pay a
portion  of the rent on behalf of qualified tenants.  The maximum
dollar amount of these payments is limited by HUD.  A substantial
portion of rental income is collected through these contracts.
During 2001 and 2000, the Local Limited Partnerships received
$1,642,388 and $1,607,245, respectively, in rent supplement and
Section 8 funds.  The contracts expire through 2004.  Renewal is
subject to HUD approval.

  Management

The Local Limited Partnerships have entered into property management
contracts with various agents under which the agents are paid
property management fees equal to a percent of the gross revenues of
the respective projects plus a bookkeeping fee.  The agents are
affiliated with the general partners of the Local Limited
Partnerships.  Details of the management contracts are as follows:

                         Percent of     2001       Affiliate of
    Partnership    	   Revenue    Expense    General Partner

Lakewood Apartments       11.52%      $ 72,422          Yes
The Villages               6.00%      $115,523          Yes

Additionally during 2001, the General Partner of The Villages
received a construction management fee of $85,000 in connection
with an insured fire claim.

Note 5 - Real Estate and Accumulated Depreciation of Local
 Limited Partnerships in which Urban Improvement Fund Limited
has an Investment

                                           Buildings
   Description                                and
   Partnership                     Land      Improvement       Total
Location           No. of Units

Lakewood Apartments
  Vinton, Virginia     108      $ 59,882   $ 1,744,700   $ 1,804,582

The Villages, Ltd.
  Waco, Texas          250       191,358     3,332,254     3,523,612

                                $251,240   $ 5,076,954   $ 5,328,194

                                                      Date of
   Description                      Accumulated    Completion of
   Partnership                      Depreciation   Construction
Location           No. of Units

Lakewood Apartments
  Vinton, Virginia     108      	$ 1,523,429        1974

The Villages, Ltd.
  Waco, Texas          250            3,143,985        1974

                                    $ 4,667.414

                                                    Life in Which
                                                    Depreciation
                                                     in latest
                                                       Income
         Description                  Date            Statement
         Partnership                 Acquired         is Computed
Location             No. of Units

Lakewood Apartments
  Vinton, Virginia      108             1972         3 to 35 years

The Villages, Ltd.
  Waco, Texas           250             1972         6 to 25 years

                        Buildings &      Total     Accumulated
               Land     Improvement      Cost      Depreciation

Balance at
 January 1,
 2000      $ 251,240   $ 5,089,057   $ 5,340,297   $ 4,566,785

Acquisitions       0        28,650        28,650             0
Dispositions       0       (40,753)      (40,753)       (5,728)
Depreciation
  Expense          0             0             0        53,493

Balance at
 December 31,
 2000        251,240     5,076,954     5,328,194    4,614,550

Acquisitions       0             0             0            0
Dispositions       0             0             0            0
Depreciation
  expense          0             0             0       52,864

Balance at
  December 31,
  2001     $ 251,240   $ 5,076,954   $ 5,328,194  $ 4,667,414

Note 6 - Encumbrances of Local Limited Partnerships in which
Urban Improvement Fund Limited has an Investment

                                     Outstanding  Gross    Net
Description                           Mortgage  Interest Interest
Partnership/Location   No. of Units   Balance     Rate     Rate

Lakewood Apartments  108 apartments  $1,038,460   7.00%    1.00%
  Vinton, Virginia
The Villages         250 apartments   1,639,634   7.00%    7.00%
  Waco, Texas
                                     $2,678,094

                          Gross         Interest         Net
Partnership/Location     Payment        Subsidy        Payment

Lakewood Apartments     $  10,197     $  (10,370)     $    (173)
  Vinton, Virginia
The Villages               18,844              0         18,844
  Waco, Texas
                        $  29,041     $  (10,370)     $  18,671

                           Maturity      Balloon at       Insured
Partnership/Location        Date         Maturity          By

Lakewood Apartments        Nov 2014       $     0           HUD
  Vinton, Virginia
The Villages               Jul 2016             0           HUD
  Waco, Texas

Note 7 - Sale of the Assets of Alms Hill Apartments

The property of Alms Hill Apartments was sold during 1983.  The
sales price of $4,252,781 was composed of $3,206,349 for assumption
of the underlying mortgage, $50,000 in cash, the payment of $75,000
of unpaid mortgage principal delinquency, a commitment to pay
$200,000 for HUD required renovations, and an installment note of
$721,432.  Between 1983 and 1989, $221,432 was paid against
principal.

The final installment of $500,000 was due on August 2, 1993 along
with accrued interest.  However, the note could be extended for two
additional five-year periods by the election of the maker of the
installment obligation.  The maker of the note elected to extend the
note through August 1, 2003.  Interest will continue to accrue at
eighteen percent per annum and is payable on the anniversary date of
the note to the extent that the property has distributable cash
flow.  During the extension period, any unpaid interest will not
accrue.  The gain on the sale of the real estate was recognized on
the cost recovery method to first recognize the recovery of the
asset value, then recognize the gain as the proceeds are received.

PART IV

Item 8.  Directors and Executive Officers of the Issuer

(a) The General Partner of the Issuer is Interfinancial Real
Estate
(b) Management Company.  The Issuer does not have directors as
such.  The following is a listing of the Directors of the General
Partner of the Issuer.  These Directors are elected to serve one-
year terms and until their successors are duly elected and
qualified as directors.

      Name           Age           Office

Paul H. Pfleger      67      Director/President
John M. Orehek       48      Director/Senior Vice President

The General Partner of the Issuer is Interfinancial Real Estate
Management Company. The Issuer does not have executive officers as
such.  The following is a listing of the executive officers of the
General Partner of the Issuer.  These executive officers are elected
to serve one-year terms and will continue to serve until their
successors are duly elected and qualified as executive officers.

       Name         Age            Office

Paul H. Pfleger     67      Chairman of the Board
John M. Orehek      48      Senior Vice President
Michael Fulbright   48      Secretary

(b)	The Issuer has no employees.
(c)	There are no family relationships between any directors or
executive officers.

The principal occupation and employment of each of the executive
officers and directors of the General Partner are as follows:

Paul H. Pfleger, President/Director.  Mr. Pfleger organized and was
Chairman of the Board of Security Properties Inc. (formerly Security
Pacific, Inc.) from 1969 to the present, except for a period between
1984 and 1986.  Farmers Savings acquired Security Properties Inc. as
a wholly-owned subsidiary during 1984 and sold the company back to
the original owners during 1987.  The major line of business of
Security Properties Inc. is the administration of previously
syndicated, subsidized multifamily residential real estate.  Mr.
Pfleger was first elected an officer and director of the General
Partner, Interfinancial Real Estate Management Company, in July
1981 and has maintained his dual status since that time.

Mr. Pfleger is the General Partner in over 280 properties with
approximately 38,000 housing units throughout the United States.

John M. Orehek, Senior Vice President.  Mr. Orehek is the Chief
Executive Officer and President of Security Properties Investment
Inc.  From 1982 to 1987, he was employed by Security Properties Inc.
(SPI) as President of First Columbia Corporation, its affiliated
broker/dealer, and Senior Vice President of SPI.  From 1987 to 1991,
when he rejoined SPI, he was President of Hallmark Capital Partners,
Item 8.  Directors and Executive Officers of the Issuer - Continued

Ltd., a Seattle real estate development corporation.  From 1979 to
1982 he was a member of the tax department in the Cleveland, Ohio
and Seattle, Washington offices of Arthur Andersen & Co., Certified
Public Accountants.  He received a B.S. degree in Economics from
Allegheny College, Meadville, Pennsylvania and a law degree from
Case Western Reserve University School of Law.  Mr. Orehek was first
elected a director of the General Partner, Interfinancial Real
Estate Management Company, during 1992.

Michael Fulbright, Secretary.  Mr. Fulbright is General Counsel for
Security Properties Inc.  He joined the Company in 1989 as Special
Counsel responsible for new development activities and sales and
financing transactions in the syndication portfolio.  Prior to
joining SPI, he was a partner at Tousley Brain, a Seattle law firm
that specializes in commercial real estate matters.  His practice
there included representation of lenders, institutional investors
and commercial developers.  He received a Masters of Business
Administration degree from Texas A&M and a law degree from the
University of Washington.  He is a member of the Washington State
Bar Association.  Mr. Fulbright was first elected an officer of the
General Partner, Interfinancial Real Estate Management Company,
during 1994.

(d)	Section 20 of the Amended Certificate and Agreement of Limited
Partnership of the Issuer provides for the indemnification of the
General Partner and its designees and nominees against liability
resulting from errors in judgment or any acts or omissions, whether
or not disclosed, unless caused by a breach of fiduciary duty of
such parties to the Issuer or its limited partners.  None  of the
officers or directors of the General Partner of the Issuer have
filed a petition under the federal bankruptcy laws or any state
insolvency act, nor have they been engaged in any acts over the past
five years that would impair their ability or integrity as directors
or executive officers of the General Partner of the Issuer.

Item 9.  Executive Compensation

(a)	The Issuer does not pay any salary or other remuneration to
the officers of the General Partner of the Issuer.

(b)	The Issuer has no plan or arrangement to pay any salary or
other remuneration to the officers in the future.

(c)	There are no options, warrants, rights or any other such
remuneration available to the General Partner of the Issuer.

(d)	The Issuer will not pay any salary or other remuneration to
the directors of the General Partner of the Issuer.

(e)	There are no retirement benefit plans or other remuneration
that would result from the resignation, retirement, termination or
any other change in control of any officer or director of the
General Partner of the Issuer.

Item 10.  Security Ownership of Certain Beneficial Owners and
Management
Security Ownership of Certain Beneficial Owners
Holders -
 Title of         Name & Address of   Amount and Nature of    % of
  Class           Beneficial Owner    Beneficial Ownership   Class

General Partner   Interfinancial Real       5 Units           100%
 Interest         Estate Management Co.     ($5,000)
                  1201 Third Avenue,
                  Suite 5400
                  Seattle, Washington 98101-3076

Interfinancial Real Estate Management Company owned 201.25 units of
limited partnership interest at December 31, 2001.  An affiliate of
the General Partner owns 118 units of limited partnership interest.

No officers or directors of the General Partner of the Issuer own a
 Partnership interest.

No change in control of the Issuer is anticipated.

Item 11.  Certain Relationships and Related Transactions

There are no transactions in which the directors or officers of the
General Partner or security holder of the Issuer have a material
interest.

There is no indebtedness of the management of the General Partner of
the Issuer to the Issuer, except as follows:

The Partnership paid management fees of $40,000 per year to the
general partner.

The General Partner made advances to the Partnership to fund
operations of Local Limited Partnerships in the early years of the
Partnership.  The advances are non-interest bearing and due on
demand.  The balance at December 31, 2001 and December 31, 2000
was $528,586.

There were no other transactions which officers or directors of
the general partner had an interest.

Item 12.  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.


(ISSUER)  URBAN IMPROVEMENT FUND LIMITED - 1972
          BY:  INTERFINANCIAL REAL ESTATE MANAGEMENT COMPANY



By:  /s/Paul H. Pfleger                   Date:  August 1, 2002
     Paul H. Pfleger
     Director/President
     Interfinancial Real Estate Management Company




By:  /s/John M. Orehek                    Date:  August 1, 2002
     John M. Orehek
     Director/Senior Vice President
     Interfinancial Real Estate Management Company


Pursuant to the requirements of the Securities Exchange Act of 1934,
This report has been signed below by the following persons on behalf
of the Issuer and in the capacities and on the dates indicated.




By:  /s/Paul H. Pfleger
     Paul H. Pfleger, Director/President     Date  August 1, 2002
     Interfinancial Real Estate Management Company




By:  /s/John M. Orehek
John M. Orehek, Director/Senior Vice President  Date  August 1, 2002
Interfinancial Real Estate Management Company.

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 - 1972
(Exact name of registrant as specified in its charter)


     California	2-43162	95-6448384
     (State or other jurisdiction  (Commission (I.R.S. Employer
     of incorporation)   File Number)            Identification
                           Number)


1201 Third Avenue
Suite 5400
Seattle, Washington 98101
(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 - 1972 (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 - 1972
	(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 - 1972 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