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, 2003

                          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.  $271

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, 2003.  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

The matters discussed in this report contain certain forward-
looking statements, including without limitation, statements
regarding future financial performance and the effect of
government regulations.  The discussions of the Registrant's
business and results of operations, including forward-looking
statements pertaining to such matters, do not take into
account the effects of any changes to the Registrant's
business and results of operations.  Actual results may differ
materially from those described in the forward-looking
statements and will be affected by a variety of risks and
factors including, without limitation: national and local
economic conditions; the terms of governmental regulations
that affect the Registrant and interpretations of those
regulations; the competitive environment in which the
Registrant operates; financing risks, including the risk that
cash flows from operations may be insufficient to meet
required payments of principal and interest; real estate
risks, including variations of real estate values and the
general economic climate in local markets and competition for
tenants in such markets; litigation including costs associated
with prosecuting and defending claims and any adverse
outcomes; and possible environmental liabilities.  Readers
should carefully review the Registrant's financial statements
and the notes thereto, as well as the risk factors described
in the documents the Registrant files from time-to-time with
the Securities and Exchange Commission.


                           PART I

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 6 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.  Prior to 2003, 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 Interfinancial Real Estate
Management Company (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 ("Urban") 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)      250
  Waco, Texas

                                 Occupancy Percentage
                                 For the Year Ended
Property Name, Location             December 31,
And Partnership Name             2003         2002

Lakewood Apartments               99%          99%
  Vinton, West Virginia

The Villages                      96%          93%
  Waco, Texas

Although each Local Limited Partnership in which the
Partnership has invested owns an apartment complex which must
compete with other apartment complexes for tenants, government
mortgage interest and rent subsidies make it possible to rent
units to eligible tenants at below market rates.  In general,
this insulates the Properties from market competition.

Regulation

General

Multifamily apartment properties are subject to various laws,
ordinances and regulations, including regulations relating to
recreational facilities such as swimming pools, activity
centers and other common areas.  Changes in laws increasing
the potential liability for environmental conditions existing
on properties or increasing the restrictions on discharges or
other conditions, as well as changes in laws effecting
development, construction and safety requirements, may result
in significant unanticipated expenditures, which would
adversely affect the properties' cash flow from operating
activities.  In addition, future enactment of rent control or
rent stabilization laws or other laws regulating multifamily
housing may reduce rental revenue or increase operating costs
in particular markets.

Regulation of Affordable Housing

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

Regulation of Affordable Housing - Continued

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.

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 contracts which expire during periods prior to 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.

HUD Approval and Enforcement

The properties owned by the Partnership are subject to
regulations by HUD.  Under its regulations, HUD reserves the
right to approve the owner and the manager of HUD-insured and
HUD-assisted properties, as well as their "principals" (e.g.,
general partners, stockholders with 10% or greater interest,
officers and directors) in connection with the acquisition of
a property, participation in HUD programs or the award of a
management contract.  This approval process is commonly
referred to as "2530 Clearance."  HUD monitors the performance
of properties with HUD-insured mortgage loans.  HUD also
monitors compliance with applicable regulations and takes
performance and compliance into account in approving the
acquisition of management of HUD-assisted properties.

Management believes that the Partnership's properties are
covered by adequate fire, flood and property insurance
provided by reputable companies and with commercially
reasonable deductibles and limits.

Laws Benefiting Disabled Persons

Under the Americans with Disabilities Act of 1990, all places
of public accommodations are required to meet certain federal
requirements related to access and use by disabled persons.
 These requirements became effective in 1992.  A number of
additional federal, state and local laws may also require
modifications to the Properties, or restrict certain further
renovations of the Properties, with respect to access thereto
by disabled persons.  For example, the Fair Housing Amendments
act of 1988 requires apartment properties first occupied after
March 13, 1990 to be accessible to the handicapped.
Noncompliance with these laws could result in the imposition
of fines or an award of damages to private litigants and also
could result in an order to correct any noncomplying feature,
which could result in substantial capital expenditures.
Although the Partnership believes that its properties are
substantially in compliance with present requirements, it may
incur unanticipated expenses to comply with these laws.

Environment

Various federal, state and local laws subject property owners
or operators to liability for the costs of removal or
remediation of certain hazardous substances present on a
property.  Such laws often impart liability without regard to
whether the owner or operator knew of, or was responsible for,
the release of the hazardous substances.  The presence of, or
failure to properly remediate, hazardous substances may
adversely affect occupancy at contaminated apartment
communities and the Partnership's ability to sell or borrow
against contaminated properties.  In addition to the costs
associated with investigation and remediation actions brought
by governmental agencies, the presence of hazardous wastes on
a property could result in claims by private plaintiffs for
personal injury, disease, disability or other infirmities.
Various laws also impose liability for the cost of removal or
remediation of hazardous or toxic substances at the disposal
or treatment facility. Anyone who arranges for the disposal or
treatment of hazardous or toxic substances is potentially
liable under such laws.  These laws often impose liability
whether or not the person arranging for the disposal ever
owned or operated the disposal facility.  In connection with
the ownership or operation of properties, the Partnership
could potentially be liable for environmental liabilities or
costs associated with its properties or properties it may
acquire in the future.

Item 2.  Properties

The Issuer owns equity interests as a Limited Partner in the
following real estate projects as of December 31, 2003:

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                2003          2002

    Lakewood Apartments         99%           99%
    The Villages                96%           93%

Average Annual Rental Per Unit

   Partnership                  2003          2002

   Lakewood Apartments        $ 5,556       $ 5,576
   The Villages               $ 7,956       $ 7,989

Property Real Estate Taxes

   Partnership                  2003           2002

   Lakewood Apartments         $30,595       $29,737
   The Villages                $75,614       $71,828

Federal Tax Basis Information

                        Federal      Original Building
Partnership            Tax Basis       Method  Life

Lakewood Apartments     $1,528,756       SL    20-35
The Villages            $3,332,254       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.

Item 4.  Submission of Matters to a Vote of Security Holders

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.

                           Part II

Item 5.  Market for Common Equity and Related Partnership
Matters

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.

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

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

Limited	346 Limited Partners    5,830 Units      100%
Partner
Interest                           ($5,830,000)

During the year ended December 31, 2003, an affiliate of the
General Partner purchased 197 units at an average price of
$4.55 per unit.  The affiliate of the General Partner owns 285
units of limited partnership interest at December 31, 2003.

Interfinancial Real Estate Management Company, the General
Partner, owned 201 units of limited partnership interest at
December 31, 2003.

In addition, 1 partner transferred 30 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.

The Issuer has no officers or directors.  Interfinancial Real
Estate Management Company, the General Partner of the Issuer,
is a corporation.

There have been no cash distributions to partners during the
year ended December 31, 2003 or 2002.  Distributions can only
be paid from available cash flow.

Item 6.  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 2003 and 2002, cash distributions from Local
Limited Partnerships totaled $7,858 in 2003 and $7,956 in
2002.  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, 2003 and 2002, 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 operations, they will most likely be repaid
with proceeds from the sale or refinancing proceeds from the
Local Limited Partnerships.

The General Partner is under no legal obligation to make such
loans and will evaluate lending the Partnership additional
funds as needed.

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.

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.

                                          2003           2002

Urban's share of distributions         $  7,858       $  7,956

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 2003
and 2002, 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, 2003, 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 2003 and 2002 is summarized as follows:

                                  2003            2002

Distributions received from
  Partnerships with zero
    investments:
      Lakewood Apartments        $  7,858       $  7,956

Equity in income of Local
  Limited Partnerships           $  7,858       $  7,956

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 payments.  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.

The Partnership's investment objectives are to preserve and
protect Partnership capital and provide capital appreciation
through increase value of the Partnership's investment.

Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board
("FASB") issued FASB Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities.  FIN 46 requires
the consolidation of entities in which an enterprise absorbs a
majority of the entity's expected losses, receives a majority
of the entity's expected residual returns, or both, as a
result of ownership, contractual or other financial interests
in the entity.   Prior to the issuance of FIN 46, entities
were generally consolidated by an enterprise when it had a
controlling financial interest through ownership of a majority
voting interest in the entity.  FIN 46 as applied immediately
to variable interest entities created after January 31, 2003,
and with respect to variable interests held before February 1,
2003, FIN 46 will apply to financial statements for periods
ending after December 15, 2004.

The Partnership has not entered into any partnership
investments subsequent to January 31, 2003.  The Partnership
is in the process of evaluating its investments in
unconsolidated partnerships that may be deemed variable
interest entities under the provisions of FIN 46.  The
Partnership has not yet determined the anticipated impact of
adopting FIN 46 for its partnership agreements that existed as
of January 31, 2003.  However, FIN 46 may require the
consolidation of the assets, liabilities and operations of
certain of the Partnership's unconsolidated partnership
investments.  Although the Partnership does not believe the
full adoption of FIN 46 will have an impact on cash flow, the
Partnership cannot make any definitive conclusion on the
impact on net earnings until it completes its evaluation,
including an evaluation of the Partnership's maximum exposure
to loss.

In May 2003, the FASB issued SFAS 150, which establishes
standards for how an issuer classifies and measure certain
financial instruments with characteristics of both liabilities
and equity.  The requirements of SFAS 150 apply to the
classification and measurement of freestanding financial
instruments.  SFAS 150 is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period
beginning after June 15, 2003.  The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally, in September 2003,
the FASB staff indicated that SFAS 150 also applies to the
non-controlling interests in consolidated finite life
partnerships.  However, on October 29, 2003, the FASB
indefinitely deferred the provisions of SFAS 150 for finite
life partnership.  The adoption of SFAS 150 did not have a
material impact on the Partnership's results of operations
taken as a whole.

Item 7.  Financial Statements

Urban Improvement Fund Limited

List of Financial Statements

Report of Carter & Company, Certified Public Accountants, LLC,
Independent Auditor - for the year ended December 31, 2003.
Report of Kenneth W. Bryant, Certified Public Accountant, LLC,
Independent Auditor - for the year ended December 31, 2002.

Balance Sheet - December 31, 2003

Statements of Operations - Years ended December 31, 2003 and 2002

Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 2003 and 2002.

Statements of Cash flows - Years ended December 31, 2003 and 2002

Notes to Financial Statements

CARTER & COMPANY
Certified Public Accountants, LLC
                                  555 North Point Center East
                                  Fourth Floor
                                  Alpharetta, Georgia 30022
                                  Phone - 678-366-5005
                                  Fax - 678-366-5151

               INDEPENDENT AUDITORS' REPORT

To the Partners
Urban Improvement Fund Limited

We have audited the accompanying balance sheet of Urban
Improvement Fund, Limited (a Limited Partnership) as of
December 31, 2003, and the related statements of operations,
changes in partners' capital (deficit) and cash flows for the
year ended December 31, 2003.  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 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 us, and
our 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 as of December 31, 2002 were audited
by other auditors whose report dated April 2, 2003 expressed
an unqualified opinion.

We conducted our audit in accordance with auditing standards
generally accepted in the United States of America.  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 and the reports of other auditors
provide a reasonable basis for our opinion.

In our opinion, based on our 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, 2003, and
the results of its operations and its cash flows for the year
ended December 31, 2003, in conformity accounting principles
generally accepted in the United States of America.




        /s/Carter & Company, Certified Public Accountants, LLC





Atlanta, Georgia
March 25, 2004

                          Kenneth W. Bryant
                      Certified Public Accountant
                      555 North Point Center East
                        Fourth Floor, Suite 459
                          Alpharetta, GA 30022
                               678-366-4550


                       INDEPENDENT AUDITOR'S REPORT

To the Partners
Urban Improvement Fund Limited

I have audited the accompanying balance sheet of Urban
Improvement Fund, Limited (a Limited Partnership) as of
December 31, 2002, and the related statements of operations,
changes in partners' capital (deficit) and cash flows for the
year ended December 31, 2002.  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 us, and
our 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.

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, 2002, and
the results of its operations and its cash flows for the year
ended December 31, 2002, in conformity accounting principles
generally accepted in the United States of America.




      /s/Kenneth W. Bryant, Certified Public Accountant, LLC





Atlanta, Georgia
April 2, 2003

                   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 (A Limited Partnership), as of December 31, 2002
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 my audit.

I conducted my audit in accordance with auditing standards
generally accepted in the United States of America and the
standards applicable to financial audits contained in
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 Limited Partnership, as of
December 31, 2002, and the results of its operations changes
in partners' equity and its cash flows for the year then ended
in conformity with accounting principles generally accepted in
the United States of America.

In accordance with Government Auditing Standards, I have also
issued my report dated February 10, 2003 on my consideration
of the Project's internal controls and on my test of its
compliance with certain provisions of laws, regulations,
contracts, and grants.  Those reports are an integral part of
the audit performed in accordance with Government Auditing
Standards and should be read in conjunction with this report
in considering the results of my audit.

The accompanying supplementary information shown on pages 15
to 19 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.


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


Arlington, Virginia
February 10, 2003

                     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 (A Limited Partnership), as of December 31, 2003
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 my audit.

I conducted my audit in accordance with auditing standards
generally accepted in the United States of America and the
standards applicable to financial audits contained in
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 Limited Partnership, as of
December 31, 2003, and the results of its operations changes
in partners' equity and its cash flows for the year then ended
in conformity with accounting principles generally accepted in
the United States of America.

In accordance with Government Auditing Standards, I have also
issued my report dated February 10, 2003 on my consideration
of the Project's internal controls and on my test of its
compliance with certain provisions of laws, regulations,
contracts, and grants.  Those reports are an integral part of
the audit performed in accordance with Government Auditing
Standards and should be read in conjunction with this report
in considering the results of my audit.

The accompanying supplementary information shown on pages 15
to 19 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.


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


Arlington, Virginia
February 9, 2004


                   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, 2003, 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, 2003, 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 applied on a basis
consistent with that of the preceding year.

As described in Note 9 to the financial statements, the
partnership is a party to a legal dispute regarding a certain
service contractor.

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/Hatter & Associates, L.L.P.
                            Certified Public Accountants

Hatter & Associates
Ft. Worth, Texas
February 4, 2004

                    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, 2002, 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, 2002, 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 applied on a basis
consistent with that of the preceding year.

As described in Note 9 to the financial statements, the
partnership is a party to a legal dispute regarding a certain
service contractor.  Management is of the opinion that the
matter will be settled and with no material effect on the
partnership's financial statements.  Nevertheless, until court
documents receive final approval, potential losses, if any,
cannot be estimated.

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 January 26, 2003 on our
consideration of the partnership's internal control structure
and reports dated January 26, 2003 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
January 26, 2003

URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)

BALANCE SHEET

December 31, 2003




                              ASSETS


Cash and cash equivalents                      $   16,930
Investments in and advances to Local
 Limited Partnerships accounted for
 on the equity method - Note 4                          0

                                               $   16,930




           LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)


Accounts payable                               $      258
Management fee payable                             20,000
Advance from General Partner                      528,586
Distribution payable                                  642
                                                  549,486

Partners' capital (deficit) - Note 2
 General Partners - 5 partnership units
  authorized, issued and outstanding                 (454)
 Limited Partners - 5,830 partnership
  units authorized, issued and outstanding       (532,102)
                                                 (532,556)

Commitments and contingent liabilities -
  Notes 6 and 7                                $   16,930




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,
                                       2003       2002

Interest income                     $      271   $      654

Expenses:
 Management fees - Note 3               40,000       40,000
 Other expenses                         14,339       21,151
                                        54,339       61,151
 Loss before equity in income of
  Local Limited Partnerships           (54,068)     (60,497)
 Equity in income of Local Limited
  Partnerships - Note 4                  7,858        7,956

 Net income (loss)                  $  (46,210)  $  (52,541)

Allocation of net income (loss):
 Net income (loss) allocated to
  General Partners                  $      (40)  $      (46)
 Net income (loss) allocated to
  Limited Partners                     (46,170)     (52,495)

                                    $  (46,210)  $  (52,541)

Net financial reporting income
 (loss) per unit:
  General partnership units (5
   Units Outstanding allocated
   to General Partner)               $       (8)  $       (9)
  Limited partnership units
   (5,830 units outstanding
   allocated to Limited Partners)    $       (8)  $       (9)






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, 2002      $     (368)   $ (433,437)   $ (433,805)

Net income (loss)
 - 2002                      (46)      (52,495)       (52,541)

Partners' capital
 (deficit) at
 December 31, 2002           (414)    (485,932)      (486,346)

Net income (loss)
 - 2003                       (40)     (46,170)       (46,210)

Partners' capital
 (deficit) at
 December 31, 2003     $     (454)   $ (532,102)   $ (532,556)



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,
                                        2003      2002
CASH FLOWS FROM OPERATING
ACTIVITIES:
 Net income (loss)                  $  (46,210)   $  (52,541)
 Adjustments to reconcile net
  income (loss) to net cash used
  by operating activities:
 Equity in net income of Local
  Limited Partnerships                  (7,858)       (7,956)
 Increase (decrease) in accounts
  payable, management fees payable
  and payable to affiliates             20,258        (2,334)
Total adjustments                       12,400       (10,290)
Net cash used by operating activities  (33,810)      (62,831)

CASH FLOWS FROM INVESTING
ACTIVITIES:
 Current year distributions received     7,858         7,956
Net cash provided by investing
 Activities                              7,858         7,956

NET DECREASE IN CASH AND
 CASH EQUIVALENTS                      (25,952)      (54,875)

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF YEAR               $   42,882    $   97,757

CASH AND CASH EQUIVALENTS
 AT END OF YEAR                     $   16,930    $   42,882




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.

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, 2003
and 2002 was $528,586.

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes.  Accrued results could
differ from these estimates.

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.

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.  As defined in SFAS No.
131, The Partnership has only one reportable segment.

Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board
("FASB") issued FASB Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities.  FIN 46 requires
the consolidation of entities in which an enterprise absorbs a
majority of the entity's expected losses, receives a majority
of the entity's expected residual returns, or both, as a
result of ownership, contractual or other financial interests
in the entity.   Prior to the issuance of FIN 46, entities
were generally consolidated by an enterprise when it had a
controlling financial interest through ownership of a majority
voting interest in the entity.  FIN 46 as applied immediately
to variable interest entities created after January 31, 2003,
and with respect to variable interests held before February 1,
2003, FIN 46 will apply to financial statements for periods
ending after December 15, 2004.

The Partnership has not entered into any partnership
investments subsequent to January 31, 2003.  The Partnership
is in the process of evaluating its investments in
unconsolidated partnerships that may be deemed variable
interest entities under the provisions of FIN 46.  The
Partnership has not yet determined the anticipated impact of
adopting FIN 46 for its partnership agreements that existed as
of January 31, 2003.  However, FIN 46 may require the
consolidation of the assets, liabilities and operations of
certain of the Partnership's unconsolidated partnership
investments.  Although the Partnership does not believe the
full adoption of FIN 46 will have an impact on cash flow, the
Partnership cannot make any definitive conclusion on the
impact on net earnings until it completes its evaluation,
including an evaluation of the Partnership's maximum exposure
to loss.

In May 2003, the FASB issued SFAS 150, which establishes
standards for how an issuer classifies and measure certain
financial instruments with characteristics of both liabilities
and equity.  The requirements of SFAS 150 apply to the
classification and measurement of freestanding financial
instruments.  SFAS 150 is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period
beginning after June 15, 2003.  The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally, in September 2003,
the FASB staff indicated that SFAS 150 also applies to the
non-controlling interests in consolidated finite life
partnerships.  However, on October 29, 2003, the FASB
indefinitely deferred the provisions of SFAS 150 for finite
life partnership.  The adoption of SFAS 150 did not have a
material impact on the Partnership's results of operations
taken as a whole.

Note 1 - Organization and Accounting Policies - Continued

  Investment in Local Limited Partnerships

As of December 31, 2003, the Partnership had investments in
two 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 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 2003 and 2002.

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 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 initially extended for a 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.  The General Partner has not
initiated foreclosure proceedings on its note.  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.

Note 1 - Organization and Accounting Policies - Continued

  Investment in Local Limited Partnerships - Continued

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

                                          2003          2002

Distributions received from Partnerships
 with zero investments:
  Lakewood Apartments                    $  7,858     $  7,956

Equity in income of Local Limited
  Partnerships                           $  7,858     $  7,956

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

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:

                                           December 31,
                                       2003           2002
Net income (loss) for financial
 Reporting purposes              $   (46,210)   $   (52,541)
Equity in deductions taken by
 Local Limited Partnerships for
 income tax reporting purposes       164,617        257,984
Net income (loss) as reported on
 the federal income tax return   $   118,407    $   205,443

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

                                           December 31,
                                       2003           2002

Partners' capital (deficit) for
 Financial reporting purposes     $  (532,556)   $  (486,346)

Commissions and offering expenses
 Capitalized for income tax
 reporting 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                   (863,577)    (1,028,194)

Partners' capital (deficit) as
 reported on the federal income
 tax return                        $  (754,641)   $  (873,048)

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

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 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.  The
Partnership recorded an annual management fee expense of
$40,000 per year for the years ended December 31, 2003 and
2002.  At December 31, 2003, the Partnership recorded accrued
management fees to the General Partner in the amount of
$20,000.

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 2003 and 2002.

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
2003 and 2002.

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.

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

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, 2003:

Lakewood Apts        $ (43,558)   $  (162,154)   $  (205,712)
The Villages            59,963       (724,609)      (664,646)

                     $  16,405    $  (886,763)   $  (870,358)

                     Equity In    Unamortized
                     Losses Not    Costs of
                     Recorded     Acquisition    Total

Lakewood Apts       $  142,005      $  63,707    $      0
The Villages           554,919        109,727           0

                    $  696,924      $ 173,434    $      0

                                    Equity In
                      Capital         Income
                    Contributions    (Losses)       Subtotal
December 31, 2002:

Lakewood Apts       $ (35,700)     $  (261,065)   $  (296,765)
The Villages           59,963         (870,384)      (810,421)

                    $  24,263      $(1,131,449)   $(1,107,186)


                     Equity In    Unamortized
                     Losses Not    Costs of
                     Recorded     Acquisition        Total

Lakewood Apts       $  233,058      $  63,707       $      0
The Villages           700,694        109,727              0

                    $  933,752      $ 173,434       $      0

The combined balance sheet of the Local Limited Partnerships
accounted for on the equity method at December 31, 2003 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, 2003 and
2002 are summarized as follows:

COMBINED BALANCE SHEETS OF LOCAL LIMITED PARTNERSHIPS

December 31, 2003

                       Assets

Cash                                              $   227,564
Cash in escrow and other restricted funds             629,575
Accounts receivable                                    44,693
Prepaid expenses                                       78,308
Other assets (net of accumulated amortization)         23,681
                                                    1,003,821

Property on the basis of cost - Note 5:
 Land                                                 251,240
 Buildings and improvements                         5,056,047
                                                    5,307,287
 Less accumulated depreciation                     (4,739,556)
                                                      567,731

                                                  $ 1,571,552

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

COMBINED BALANCE SHEETS OF LOCAL LIMITED PARTNERSHIPS
 - Continued

          Liabilities and Partners' Capital (Deficit)

Mortgage notes payable - Note 6                   $ 2,333,486
Accounts payable and accrued expenses                 101,852
Tenants' security and other deposits                   60,067
                                                    2,495,405

Partners' capital (deficit) per
 accompanying statements                             (923,853)

                                                  $ 1,571,552

COMBINED STATEMENTS OF OPERATIONS OF LOCAL LIMITED PARTNERSHIPS

                                      Year Ended December 31
                                        2003          2002
REVENUE:
 Net rental income                   $2,589,069    $2,448,519
 Financial income                         5,300         7,265
 Other income                            49,279        43,502
  Total revenue                       2,643,648     2,499,286

EXPENSES:
 Administrative                         413,946       397,060
 Utilities                              604,244       476,992
 Operating                              898,143       926,328
 Taxes and insurance                    329,595       304,107
 Financial                              116,216       117,056
 Depreciation and amortization           50,930        51,289
 Other                                    2,776         2,795
  Total expenses                      2,415,850     2,275,627

Net income                           $  227,798    $  223,659

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

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

                           Urban
                         Improvement        Other
                            Fund           Limited
                           Limited        Partners

Partners' capital (deficit)
 at January 1, 2002      $(1,311,706)      $ (38,419)

Net income - 2002            212,476           5,077

Distributions - 2002          (7,956)            (81)

Partners' capital (deficit)
 at December 31, 2002     (1,107,186)        (33,423)

Reallocation of equity
 to partners                  25,750           (6,409)

Net income - 2003            218,936            5,049

Distributions - 2003          (7,858)             (80)

Partners' capital (deficit)
 at December 31, 2003    $  (870,358)        $ (34,863)

                           General
                           Partners            Total

Partners' capital (deficit)
 at January 1, 2002          $ (9,049)          $(1,359,174)

Net income - 2002               6,106               223,659

Distributions - 2002              (81)               (8,118)

Partners' capital (deficit)
 at December 31, 2002          (3,024)           (1,143,633)

Reallocation of equity
 to partners                  (19,341)                    0

Net income - 2003               3,813               227,798

Distributions - 2003              (80)               (8,018)

Partners' capital (deficit)
 at December 31, 2003       $ (18,632)          $  (923,853)


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

COMBINED STATEMENTS OF CASH FLOWS OF LOCAL LIMITED
PARTNERSHIPS

                                      Year Ended December 31,
                                        2003           2002
CASH FLOWS FROM OPERATING
ACTIVITIES:
 Net income                         $  227,798     $  223,659
Adjustments to reconcile net
income to net cash provided by
operating activities:
 Depreciation and amortization          50,930         51,289
 Decrease (increase) in escrows and
  other restricted funds, receivables,
  prepaid expenses and other assets     (3,570)       (25,951)
 Increase (decrease) in accounts pay-
  able, accrued expenses, tenant
  security deposit liability and
  other liabilities                    (71,669)        74,605
Total adjustments                      (24,309)        99,943
Net cash provided by operating
activities                             203,489        323,602

CASH FLOWS FROM INVESTING
ACTIVITIES:
 Purchase of property and equipment    (5,000)              0
 Increase (decrease) in escrows and
 Reserves for replacement              27,902         (87,017)
Net cash provided (used) by
 investing activities                  22,902         (87,017)

CASH FLOWS FROM FINANCING
ACTIVITIES:
 Mortgage principal payments         (178,315)       (166,293)
 Distributions paid                    (8,018)         (8,118)
Net cash provided (used) by
financing activities                 (186,333)       (174,411)

NET INCREASE (DECREASE) IN CASH        40,058          62,174

CASH BALANCE AT BEGINNING OF YEAR     187,506         125,332

CASH BALANCE AT END OF YEAR        $  227,564      $  187,506


SUPPLEMENTAL INFORMATION REGARDING
INTEREST PAYMENTS IS AS FOLLOWS:
Interest paid                      $  102,818      $  109,065

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,
                                        2003          2002
Combined net income for financial
 reporting purposes                 $  227,798     $  223,659

Differences between depreciation
 for income tax reporting purposes
 and depreciation for financial
 reporting purposes                      1,905         (1,974)

Accrual adjustments for financial
 reporting purposes                    (19,094)        54,581

Combined net income as reported on
 the federal income tax returns     $  210,609     $  276,266

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,
                                     2003             2002
Combined partners' capital
 (deficit) for financial
 reporting purposes            $  (923,853)       $(1,143,633)

Carrying costs during
 Construction capitalized
 for financial reporting
 purposes, excess of
 depreciation for income
 tax reporting purposes
 and accrual adjustments
 for financial reporting
 purposes                          (123,541)         (106,352)

Combined partners' capital
 (deficit) as reported on the
 federal income tax returns     $(1,047,394)      $(1,249,985)

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

Statement of Cash Flows

Marketable securities that are highly liquid and have
maturities of three months or less at the date of purchase
would be classified as cash equivalents.

Restricted deposits, funded reserves and partnership custodial
accounts are not included in cash.

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).

Use of Estimates

The preparation of financial statements requires the use of
estimates and assumptions.  Actual results could differ from
those estimates.

Mortgage Notes Payable

Lakewood Apartments and The Villages have mortgages which are
insured by the Department of Housing and Urban Development
(HUD) totaling $2,333,486 at December 31, 2003.  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 reduces the
mortgage payments to those required for mortgages carrying a
one percent interest rate (Note 6).

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

Mortgage Notes Payable - Continued

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

                        2004             $  191,203
                        2005                205,026
                        2006                219,847
                        2007                235,740
                        2008                252,781
                        Beyond            1,228,889

                                         $2,333,486

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,
2003, approximately $272,874 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 2003 and
2002, the Local Limited Partnerships received $1,821,399 and
$1,727,464, respectively, in rent supplement and Section 8
funds.  The contracts expire through August 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:

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

Management - Continued

                     Percent of     2003      Affiliate of
Partnership           Revenue      Expense    General Partner

Lakewood Apartments     11.52%      $ 66,782       Yes
The Villages             6.00%      $116,614       Yes

Additionally during 2003, the general partner of Lakewood
Apartments received an administrative fee of $2,900.


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, VA     108     $ 59,882   $ 1,723,793   $ 1,783,675
The Villages,
 Ltd.
 Waco, TX       250      191,358     3,332,254     3,523,612

                        $251,240    $ 5,056,047   $ 5,307,287

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

Lakewood
 Apartments
 Vinton, VA        108         $  1,560,711        1974
The Villages,
 Ltd.
 Waco, TX          250            3,178,845         1974

                               $  4,739,556

                                            Life in Which
                                            Depreciation
                                             in latest
                                              Income
  Description                 Date           Statement
 Partnership                Acquired        is Computed
  Location

Lakewood
 Apartments
 Vinton, VA                   1972           3 to 35 years
The Villages,
 Ltd.
 Waco, TX                     1972           6 to 25 years



                       Buildings
                           and       Total     Accumulated
              Land     Improvement    Cost     Depreciation

Balance at
 January 1,
 2001      $ 251,240   $5,076,954   $5,328,194   $4,667,414

Acquisitions       0            0            0            0
Dispositions       0      (25,907)     (25,907)     (25,907)
Depreciation
 expense           0            0            0       49,204

Balance at
 December 31,
 2001        251,240     5,051,047   5,302,298    4,690,711

Acquisitions       0         5,000       5,000            0
Dispositions       0             0           0            0
Depreciation
 Expense           0             0           0       48,845

Balance at
 December 31,
 2003      $ 251,240    $5,056,047  $5,307,287   $4,739,556


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

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

Lakewood Apartments       108       $  932,152      7.00%
 Vinton, Virginia

The Villages              250        1,401,334      7.00%
 Waco, Texas
                                    $2,333,486

                            Net
                         Interest     Gross      Interest
Partnership/Location       Rate      Payment     Subsidy

Lakewood Apartments       1.00%     $  10,197   $   (6,341)
 Vinton, Virginia
The Villages              7.00%        18,844            0
Waco, Texas
                                    $  29,041      $(6,341)

Partnership/      Net      Maturity    Balloon at   Insured
Location        Payment      Date       Maturity      By

Lakewood
 Apartments
 Vinton, VA    $   3,856   Nov 2014     $     0       HUD
The Villages
Waco, Texas       18,844   Jul 2016           0       HUD

               $  22,700

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.  The
General Partner has not initiated foreclosure proceedings on
this note.  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.

Note 8 - Coinmach Litigation

During 2001, a legal dispute arose between Skyline Properties,
Inc., the management company and related party to The
Villages, as the managing agent and Coinmach Corporation.
Coinmach is a service vendor which provides coin operated
laundry services to various HUD projects under the management
of Skyline Properties, Inc.  Skyline instituted the litigation
and Coinmach filed in counterclaim.  In March 2003, the
parties tentatively settled the dispute wherein it was agreed
that the parties would pay their own attorney fees and
Coinmach would have exclusive right to renew existing
contracts on ten different projects.  Court documents
verifying the settlement agreement will not be finalized
before the due date of this audit.  This description is
presented to inform the reader about the dispute and until
documentation is obtained from the court or counsel, the
information is subject to change.

PART III

Item 8.  Change In and Disagreements with Accountants on
Accounting and Financial Disclosure

(a)(1)  As of March 22, 2004, Kenneth W. Bryant, 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 May
12, 2004, the firm of Carter & Company, Certified Public
Accountants, LLC was engaged to provide the service for the
Registrant.

(2)  The audit reports of Kenneth W. Bryant, Certified Public
Accountants, LLC on the financial statements of the
Partnership as of and for the years ended December 31, 2002
and 2001 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.

(3)  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.

(4)  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.

Controls and Procedures

(b)  Disclosure Controls and Procedures.  The Partnership's
management, with the participation of the principal executive
officer and principal financial officer of the General
Partner, who are the equivalent of the Partnership's principal
respectively, has evaluated the effectiveness of the
Partnership's disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15-(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) as of the end of the period covered by this report.
Based on such evaluation, the principal executive officer and
principal financial officer of the General Partner, who are
the equivalent of the Partnership's principal executive
officer and principal financial officer, respectively, have
concluded that, as of the end of such period, the
Partnership's disclosure controls and procedures are
effective.

(c)  Internal Control over Financial Reporting.  There have
not been any changes in the Partnership's internal control
over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal year to which this report relates that have materially
affected, or are reasonably likely to materially affect, the
Partnership's internal control over financial reporting.

Item 9.  Directors and Executive Officers of the Issuer

(a)  The General Partner of the Issuer is Interfinancial Real
Estate 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              69          Director/President
John M. Orehek               50          Director/Senior Vice
                                         President

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              69        Chairman of the Board
John M. Orehek               50        Senior Vice President
Michael Fulbright            50        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, 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.

Item 9.  Directors and Executive Officers of the Issuer -
Continued

Michael Fulbright, Secretary.  Mr. Fulbright is General
Counsel for Security Properties Inc.  He joined SPI 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.

There is no family relationship between any of the foregoing
directors and executive officers.

The executive officers and directors of the General Partner
fulfill the obligations of the Audit Committee and oversee the
Partnership's financial reporting process on behalf of the
General Partner.  Management has the primary responsibility
for the financial statements and the reporting process
including the systems of internal controls.  In fulfilling its
oversight responsibilities, the executive officers and
directors of the General Partner reviewed the audited
financial statements with management including a discussion of
the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and
the clarity of disclosures in the financial statements.

The executive officers and directors of the General Partner
reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited
financial statements with accounting principles generally
accepted in the United States, their judgments as to the
quality, not just the acceptability, of the Partnership's
accounting principles and such other matters as are required
to be discussed with the Audit Committee or its equivalent
under auditing standards generally accepted in the United
States.  In addition, the Partnership has discussed with the
independent auditors the auditors' independence from
management and the Partnership including the matters in the
written disclosures required by the Independence Standards
Board and considered the compatibility of non-audit services
with the auditors' independence.

The executive officers and directors of the General Partner
discussed with the Partnership's independent auditors the
overall scope and plans for their audit.  In reliance on the
reviews and discussions referred to above, the executive
officers and directors of the General Partner have approved
the inclusion of the audited financial statements in the Form
10-KSB for the year ended December 31, 2003 for filing with
the Securities and Exchange Commission.

Item 9.  Directors and Executive Officers of the Issuer -
Continued

The directors and executive officers of the General Partner
with authority over the Partnership are all employees of a
company that is affiliated with Partnership Services, Inc.
Partnership Services, Inc. has adopted a code of ethics that
applies to such directors and officers of the affiliated company.

Item 10.  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 11.  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 units
of limited partnership interest at December 31, 2003.  An
affiliate of the General Partner owns 285 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 12.  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 accrues 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, 2003 and December
31, 2002 was $528,586.

Item 12.  Certain Relationships and Related Transactions -
Continued

There were no other transactions which officers or directors
of the General Partner had an interest.

Item 13.  Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit 31.1, Certification of Equivalent of Chief Executive
Officer pursuant to Securities Exchange Act Rules 13a-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.

Exhibit 31.2, Certification of Equivalent of Chief Executive
Officer pursuant to Securities Exchange Act Rules 13a-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.

Exhibit 32.1, Certification Pursuant to 18 U.S.C.  Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

(b) Reports on Form 8-K filed during the fourth quarter of
2003:

None

(c) Reports on Form 8-K filed during the first quarter of
2004.

Report on Form 8-K filed during the first quarter of 2004 -
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.

Item 14.  Principal Accounting Fees and Services

The General Partner has appointed Carter & Company, Certified
Public Accountants, LLC as independent auditors to audit the
financial statements of the Partnership for 2004.

Audit Fees.  The Partnership paid to Kenneth W. Bryant,
Certified Public Accountant, LLC audit fees of approximately
$13,000 and $13,000 during 2003 and 2002.

Tax Fees.  The Partnership paid to Kenneth W. Bryant,
Certified Public Accountant, LLC fees for tax services of
approximately $3,600 and $3,600 during 2003 and 2002.



                      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
     Paul H. Pfleger
     Date:  August 30, 2004
     Director/President
     Interfinancial Real Estate Management Company




By: /s/ John M. Orehek
     John M. Orehek
     Date:  August 30, 2004
     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
     Date:  August 30, 2004
     Director/President
     Interfinancial Real Estate Management Company





By:  /s/John M. Orehek
     John M. Orehek
     Date:  August 30, 2004
     Director/Senior Vice President
     Interfinancial Real Estate Management Company


                          Certification


I Paul H. Pfleger, certify that:

1. I have reviewed this annual report on Form 10-KSB of Urban
Improvement Fund Limited;

2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in the
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flow of the registrant as of,
and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) for the registrant and we have:

a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and

c. Disclosed in this report, any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and

b. Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal control over financial reporting.

Date:  August 30, 2004  /s/Paul H. Pfleger
                        Paul H. Pfleger
                        Chairman of the Board
                        Interfinancial Real Estate Company,
                        equivalent of the
                        Chief Executive Officer
                        of the Partnership


                            Certification


I John M. Orehek, certify that:


1) I have reviewed this annual report on Form 10-KSB of Urban
Improvement Fund Limited;

2) Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in the
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report;

3) Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flow of the registrant as of,
and for, the periods presented in this annual report;

4) The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) for the registrant and we have:

a.	Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report
is being prepared;

b.	Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

c.	Disclosed in this report, any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting;
and

5) The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and

b.	Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal control over financial reporting.

Date:  August 30, 2004  /s/John M. Orehek
                        John M. Orehek
                        Senior Vice President
                        Interfinancial Real Estate Company,
                        equivalent of the
                        Chief Financial Officer
                         of the Partnership

                Certification of CEO and CFO
              Pursuant to 18 U.S.C. Section 1350,
               as Adopted Pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002




In connection with the Annual Report on Form 10-KSB of Urban
Improvement Fund (the "Partnership"), for the annual period
ended December 31, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), Paul H.
Pfleger, as the equivalent of the Chief Executive Officer of
the Partnership, and John M. Orehek as the equivalent of the
Chief Financial Officer of the Partnership, each hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of his knowledge:

1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities and Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Partnership.











/s/Paul H. Pfleger
Name:  Paul H. Pfleger
Date:  August 30, 2004




/s/John M. Orehek
Name:  John M. Orehek
Date:  August 30, 2004


This certification accompanies the Report pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 and shall not, except to
the extent required by the Sarbanes-Oxley Act of 2002, be
deemed filed by the Partnership for purposes of Section 18 of
the Securities and Exchange Act of 1934, as amended.