UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934
		For the transition period from _________ to ________.
Commission File Number 2-43162
           URBAN IMPROVEMENT FUND LIMITED             
(Exact name of registrant as specified in its charter)
          California              95-6398192     
State or other jurisdiction of	(I.R.S. Employer
incorporation or organization	Identification No.)
1201 Third Avenue, Suite 5400, Seattle, Washington    98101­3076    
     (Address of principal executive offices)	(ZIP code)
Registrant's telephone number, including area code:	  (206) 622-9900  
Securities registered pursuant to Section 12(b) of the Act:	        None       
Securities registered pursuant to Section 12(g) of the Act:	       None       
     Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months and (2) has been subject to such filing requirementsfor the past 90 days.  Yes   X     No .
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405of Regulation S-K is not contained herein, and will not be contained, to the bestof registrant's knowledge in definitive proxy or information statements incorporatedby reference in Part III of this Form 10-K or any amendment to Form 10-K. [  ]
     State the aggregate market value of the voting stock held by non-affiliates ofthe Registrant as of December 31, 2000:  No established market value.
PART I
Item 1.  Business
	(a)	General Development of Business -- Urban Improvement Fund Limited, aCalifornia limited partnership (the "Registrant"), was formed in August 1972 for thepurpose of investing, through Local Limited Partnerships (LLP's), in federally andstate-assisted low and moderate income housing projects.  The Partnership willterminate on December 31, 2013.  The termination can be earlier or later with anapproval of a majority of the partners.  Units of Limited Partnership Interest weresold in a public offering to investors who required tax shelter for income fromother sources.  The Registrant acquired equity interests as a limited partner in ten(10) such local limited partnerships.  Five of these projects were sold throughtrustee's sales (foreclosures by the Secretary of Housing and Urban Development).The assets of three additional properties have been sold.  However, the Alms HillPartnership is still in existence with a note receivable for the sales proceeds ofthe property.  The remaining two properties plus the Alms Hill Partnership aredescribed in Item 2 hereof.
The Partnership's business over the last five years has been holding limitedpartnership interest in limited partnerships ("Local Limited Partnerships"), eachof which owns and operates a multi-family rental housing property ("Properties").These properties receive one or more forms of assistance from the federalgovernment.
The Partnership's investment objectives are to:
	(1) preserve and protect Partnership capital;
	(2) provide capital appreciation through increase in value of thePartnership's investments, subject to considerations of capital preservation and taxplanning; and
	(3) provide potential cash distributions from sales or refinancings of thePartnership's investments.
	(b)	Financial Information about Industry Segment -- The Registrant isengaged in only one line of business.
	(c)	Narrative Description of Business -- The real estate business is highlycompetitive.  The Registrant competes with numerous established apartment owners andreal estate developers of low-income housing having greater financial resources.There is additional risk of new construction occurring in areas where the Registranthas invested in existing government-assisted housing projects.  Moreover, theoutlook for subsidized housing is not determinable, given existing and proposedfederal legislation.
	(d)	Financial information about foreign and domestic operations and exportsales -- The Registrant's income is entirely dependent upon revenues received fromthe 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 suchproperties may be sold. In 1987, fearing the loss of affordable housing units,Congress passed emergency legislation which prohibited prepayment of all FHA insuredSection 236 or Section 221(d)(3) mortgages.  Congress passed additional legislation
in 1990 known as LIHPRHA (*the Low Income Housing Preservation and ResidentHomeownership Act*).  However, by 1995, Congress had determined the program was tooexpensive to continue.  In March 1996, Congress changed the compensation program,severely limited funding, and restored the property owners' right to prepay the FHAmortgages and change the use of the properties under legislation known as the*Housing Opportunity Program Extension Act of 1996*.  The General Partner of thePartnership has initiated steps to ensure that the Local Limited Partnerships complywith the provisions of LIHPRHA and subsequent legislation.  See financialinformation in Item 6, Selected Financial Data, in this report.
Item 2.  Properties
	The Registrant owns equity interests as a Limited Partner in the followingreal estate projects as of December 31, 2000:
LAKEWOOD APARTMENTS - The Partnership owns a 108 residential unit project`locatedon Route #24 in Vinton, Virginia.  The project includes nine two and one-half storybuildings with wood siding.  The project was constructed under Section 236 of theNational Housing Act.  The mortgage also has interest subsidies which reduces theinterest rate to approximately one percent.  The Partnership also entered into aregulatory agreement which sets rental rates, limits distributions and requiresmonthly deposits to reserves for replacements.
THE VILLAGES - The Partnership owns a 250-unit residential apartment project locatedat 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) ofthe National Housing Act.  The mortgage is insured by HUD.  The Partnership alsoentered into a regulatory agreement which sets rental rates, limits distributionsand requires monthly deposits to reserves for replacements.
ALMS HILL APARTMENTS contained 200 residential and 10 commercial units located inthe northeast section of Cincinnati, Ohio.  The structure is a ten-storyrehabilitated brick and masonry building.  The Registrant sold its equity interestas a limited partner in this real estate project through a resyndication duringAugust 1983.  The Partnership holds a receivable for the sales process of theproperty.
The local limited partnerships, all of which have regulatory agreements with HUD,own apartment complexes which are not materially impacted by changes in thecompetitive conditions in the areas where the properties are located.  Although theapartment complexes must compete with other apartment complexes for tenants, thegovernment subsidized rent payments make it possible for tenants to rent theapartment units at below market rates.
The operations of the apartments are subject to the administrative directives, rulesand regulations of federal, state and local agencies.  Such directives, rules andregulations are subject to change by an act of Congress or administrative changemandated by HUD.  Such changes may occur with little notice or inadequate fundingto pay for the related cost to comply with the change.  In addition, HUD sets therental rates that the apartments may charge tenants.  There is no guarantee thatrental rates will keep up with increases in expenses from year to year.
Occupancy Rates
Partnership20001999199819971996
Lakewood Apartments	99%	99%	99%	99%	99%
The Villages	91%	95%	94%	94%	93%
Average Annual Rental Per Unit
Partnership 2000   1999   1998   1997   1996  
Lakewood Apartments	$ 5,112	$ 5,043	$ 4,739	$ 4,741	$ 4,721
The Villages	$ 6,313	$ 6,595	$ 6,304	$ 6,276	$ 6,026
Realty Tax Information
PartnershipProperty Tax
		Lakewood Apartments		  $ 29,695
		The Villages		  $ 64,024
Federal Tax Basis Information
					Federal	Original BuildingBldg. ImprovementsPersonal Property
Partnership Tax Basis Method  Life  Method  Life  Method  Life 
Lakewood Apartments	$1,549,693	SL	20-35	SL	20-35	SL	5-10
The Villages		$3,548,944	SL	25-39	SL	25-39	DDB	10
Item 3.  Legal Proceedings
	There are no material legal proceedings pending at the time, other than ordinaryroutine litigation incidental to the Partnership's business, including the LocalLimited 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 coveredby this report to a vote of security holders through the solicitation of proxies orotherwise.
PART II
Item 5.  Market for the Registrant's Securities and Related Security Holder
Matters
    (a)  There is not a ready market for the transfer of limited partnershipinterests.  Limited partnership interests may be transferred between individualswith the consent of the General Partner.
During the year ended December 31, 2000, five partners transferred five units toindividuals or entities.  The registrant does not have any details regarding the purposeor consideration involved in these transfers.  These types of transfers are usually aresult of the following actions:
	A.	Due to the divorce of the partner, the interest is fully or partiallytransferred to a spouse.
	B.	Due to tax planning, the interest is transferred to a trust.
	C.	Due to the death of the partner, the interest is transferred to a trust orthe beneficiaries of the estate.
	D.	The interest is gifted to a charitable organization.
     (b) 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  98101­3076
Limited Partner	340 Limited Partners	      5,830 Units	100%
   Interest		      ($5,830,000)
	Interfinancial Real Estate Management Company owned 201 units of Limited Partnershipinterest at December 31, 2000.
     The Registrant has no officers or directors.  Interfinancial Real Estate ManagementCompany, the General Partner of the Registrant, is a corporation.
     (c) There have been no cash distributions to partners during the year ended December31, 2000.  The Registrant made distributions of $589,935 to partners in 1999.  There wereno distributions to partners during 1998, 1997 or 1996.
Item 6.  Selected Financial Data
     These statements do not include all disclosures required under generally acceptedaccounting principles; however, when read in conjunction with the related financialstatements and notes thereto included under Item 8, the statements include all generallyaccepted accounting principles disclosures for the latest three years.
                    Year Ended December 31,                
   2000      1999      1998     1997    1996  
Interest income	$    3,514 	$    3,070 	$     922 	$    424 	$  1,455
Operating expenses:
  Management fee	40,000 	40,000 	40,000 	40,000 	40,000
  Amortization	0 	93,915 	0 	0 	0
  Other expenses	    23,755    21,596   19,392   21,731   33,954
    63,755   155,511   59,392   61,731   73,954
Loss before equity in income of
  Local Limited Partnerships	(60,241)	(152,441)	(58,470)	(61,307)	(72,499)
Equity in income of Local Limited
  Partnerships	    36,554 1,696,946   41,614   33,746  106,919
Net income (loss)	$  (23,687)	$1,544,505 	$ (16,856)	$ (27,561)	$  34,420
Allocation of net income (loss):
  Net income (loss) allocated
    to General Partners	$      (21)	$     1,337 	$     (15)	$     (24)	$      30
  Net income (loss) allocated
    to Limited Partners	   (23,666)	 1,543,168  (16,841)	  (27,537)	   34,390
		$  (23,687)	$1,544,505 	$ (16,856)	$ (27,561)	$  34,420
Net financial reporting income
  (loss) per unit:
    General partnership units
      (5 units outstanding
      allocated to General
      Partner)	$       (4)	$      265 	$      (3)	$      (5)	$       6
     Limited partnership units
      (5,830 units outstanding
      allocated to Limited
      Partners)	$       (4)	$      265 	$     (3)	$     (5)	$      6
Total assets	$  144,597 	$  235,133 	$ 48,846 	$ 37,502 	$ 59,063
Long term obligations	$        0 	$        0 	$      0 	$      0 	$      0
Distributions	$        0 	$  589,935 	$      0 	$      0 	$      0
Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations
     The Partnership has followed the practice of investing available funds not usedin the purchase of properties or in operations into short-term investments.Interest income resulted from such short-term investments.  The Partnership isdependent upon interest earned and the distributions and repayment of advances fromLocal Limited Partnerships for cash flow.  As shown in the table below, thePartnership has received distributions in recent years.  This trend is expected tocontinue.  The Partnership has advanced funds and received repayments of suchadvances from selected Local Limited Partnerships.  The General Partner believesthese net advances will not significantly affect the operations of the Partnership.
   2000      1999     1998    1997    1996  
Urban's share of
  distributions	$ 36,554	$1,588,965	$ 55,704	$ 30,148	$ 89,970
Advances (made to)
  repaid by
  Local Limited
  Partnerships	$      0	$   14,066	$(14,090)	$  3,598	$ 16,949
     Under the terms of the Limited Partnership Agreement (as amended), thePartnership is required to pay the General Partner an annual management fee equalto three-tenths of one percent of invested assets.  The fee will not be more thanfifty percent of the Partnership's annual net cash flow, as defined, subject to anannual minimum of $40,000.  This fee was not payable during the first six yearsunless annual tax deductions plus cash distributions aggregated $550 per unit on acumulative basis.  The required level of tax deductions was not achieved and,accordingly, the fee was not paid for those years.  However, these fees in theamount of $240,000 were recorded as a liability to the General Partner.  Managementfees payable totaling $560,833 payable to the General Partner for subsequent years
were accrued through December 31, 1998 because cash flow was not sufficient to paythe fees.  During 2000 and 1999, the Partnership recorded management fee expense of$40,000.  Due to cash flow generated from the sale of Angeles I and Angeles II, thePartnership paid all accrued  management fees during 1999.
     The Partnership will also pay the General Partner a liquidation fee for thesale of projects.  The liquidation fee is the lesser of (i) ten percent of the netproceeds to the Partnership from the sale of a project(s) or (ii) one percent of thesales price plus three percent of the net proceeds after deducting an amountsufficient to pay long-term capital gains taxes.  No part of such fee shall accrueor be paid unless:  (i) the Limited Partners' share of the proceeds has beendistributed to them, (ii) the Limited Partners shall have first received an amountequal to their invested capital attributable to the project(s) sold, and (iii) theLimited Partners have received an amount sufficient to pay long-term capital gainstaxes from the sale of the project(s), if any, calculated at the maximum rate thenin effect.  No fees were paid in 1999 from the sale of Angeles I and Angeles II.
     At December 31, 2000, the Partnership had investments in two active real estatelimited partnerships as a Limited Partner.  During 1999, the Partnership sold itsequity interest in two local limited partnerships:  Angeles I and Angeles II.  ThePartnership carries such investments on the equity method of accounting.  ThePartnership discontinues recording losses for financial reporting purposes when itsinvestment in a particular Local Limited Partnership is reduced to zero, unless thePartnership 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 inLocal Limited Partnerships resulted from either Local Limited Partnerships, whoseinvestments have not been reduced to zero, reporting income from operations and/orLocal Limited Partnerships, whose investments have been reduced to zero, who paid
distributions or repaid an advance.  Additional advances to Local LimitedPartnerships, after an investment is reduced to zero, are recorded as losses.  Thecomponents of the Partnership's equity in net income of the Local LimitedPartnerships for 2000, 1999 and 1998 is summarized as follows:
   2000     1999     1998  
Income from Partnerships with investments
  above zero:
    Angeles I    		$       0	$1,113,944	$       0
    Angeles II    		        0	   575,056	        0
Net repayments from (advances to) Partnerships
	with zero investments:
    Angeles I    		        0	         0	  (14,090)
Distributions received from Partnerships
  with zero investments:
    The Villages		   28,500	         0	        0
    Angeles II		        0	         0	   23,369
    Lakewood Apartments	    8,054     7,946   32,335
Equity in income of Local Limited
  Partnerships		$  36,554	$1,696,946	$  41,614
     The actual combined income of Local Limited Partnerships will generallyincrease, or the combined losses of Local Limited Partnerships will generallydecrease, as depreciation and interest decreases and the projects achieve stableoperations.  Much of the rental revenue of the Local Limited Partnerships isdependent on subsidy.  The rents have increased for inflation and operating costs.In recent years, several Local Limited Partnerships have increased operatingexpenses to fund repairs and maintenance on the properties.  Such repairs arelimited by available cash flow.  The distributions to the Partnership from LocalLimited Partnerships are the result of profitable operations which produce cash flowfor these projects.
Liquidity
	The Partnership's only source of cash flow is from distributions from its investmentsin Local Limited Partnerships or the sale or refinancing of the Local LimitedPartnerships.  There are no current discussions with potential buyers or propertiesbeing actively marketed.
The two remaining Local Limited Partnerships have regulatory agreements which restrictdistributions to the computation of surplus cash.  The computation of surplus cash iscalculated by subtracting accounts payable and accrued expenses from cash on hand at
the end of the year.
During the period 1996 to 2000, cash distributions from Local Limited Partnershipstotaled $1,801,341 ($1,581,019 resulted from the sale of Angeles I and Angeles II during1999).  These funds were utilized to fund operations and repay General Partner Advances.Also, during 1999, $589,935 was distributed to partners.  The General Partneranticipates it will receive adequate distributions from the Local Limited Partnershipsto maintain operations.
At December 31, 2000, the Partnership had advances from the General Partner of $528,586.The Partnership has used excess cash to repay management fees and these types ofobligations in the past, and the General Partner expects to continue making paymentsas cash is available.
There is no guarantee that the Local Limited Partnerships will generate sufficient cashflow to distribute to the Partnership amounts sufficient to repay all advances andaccrued management fees.  If not repaid by cash flow from operating, they will mostlikely be repaid with proceeds from the sale or refinancing proceeds from the LocalLimited Partnerships.
Capital Resources
     The General Partner believes that situations may arise where it would beadvantageous to the Partnership to exchange properties in a tax-free transaction.The Partnership's basis in its properties has been reduced through depreciationdeductions and other losses to levels substantially below the amount of debt securedby the properties.  Additionally, the rental properties owned and operated by theLocal Limited Partnerships have typically computed depreciation for financialreporting purposes using the straight-line method over the estimated economic usefullife of the property.  For income tax reporting purposes, depreciation generally hasbeen computed over the same or shorter periods using accelerated methods.  As aresult, the carrying values of the Partnership's investments in Local LimitedPartnerships are substantially greater for financial reporting purposes than forincome tax reporting purposes.  Upon sale or other disposition of a property by theLocal Limited Partnership, the gain recognized by the Partnership for income taxreporting purposes may be substantially greater than the gain recorded for financialreporting purposes.  Accordingly, if the Properties are sold, the Partners, in alllikelihood, would recognize taxable gain in excess of the cash available fordistribution.  If sale proceeds are reinvested in a manner which permits theoriginal sale to be treated as a like-kind exchange, the Partners can defer thisgain until the new property is sold.  Additionally, the Partnership will receive thebenefit of any cash flow or appreciation in value of the new property.  Ifreinvestments were made, it is likely that the acquired properties would beconventional, multi-family residential projects.
The Partnership has had inquiries about the sale or exchange of properties in itsportfolio.  During 1999, the Partnership sold Angeles I and Angeles II.  Theseproperties were not exchanged in a tax free transaction.
     The Partnership has made no material commitments for capital expenditures.
Item 8.  Financial Statements and Supplementary Data
     The response to this item is submitted in a separate section of this report.
Item 9.  Change In and Disagreements with Accountants on Accounting and Financial
Disclosure
     There have been no disagreements with accountants on any matters of accountingprinciples or practices or financial statement disclosure.
PART III
Item 10.  Directors and Executive Officers of the Registrant
	(a)  The General Partner of the Registrant is Interfinancial Real Estate ManagementCompany.  The Registrant does not have directors as such.  The following is alisting of the Directors of the General Partner of the Registrant.  These Directorsare elected to serve one-year terms and until their successors are duly elected andqualified as directors.
         Name         	Age              Office             
			Paul H. Pfleger	65	Director/President
			John M. Orehek	46	Director/Senior Vice President
	(b)	The General Partner of the Registrant is Interfinancial Real Estate ManagementCompany.  The Registrant does not have executive officers as such.  The followingis a listing of the executive officers of the General Partner of the Registrant.These executive officers are elected to serve one-year terms and will continue toserve until their successors are duly elected and qualified as executive officers.
          Name         	Age         Office         
			Paul H. Pfleger 	65	Chairman of the Board
			John M. Orehek	46	Senior Vice President
			Michael Fulbright	46	Secretary
	(c)	The Registrant has no employees.
	(d)	There are no family relationships between any directors or executive officers.
	(e)	The principal occupation and employment of each of the executive officers anddirectors of the General Partner are as follows:
Paul H. Pfleger, President/Director.  Mr. Pfleger organized and was Chairman of theBoard of Security Properties Inc. (formerly Security Pacific, Inc.) from 1969 to thepresent, except for a period between 1984 and 1986.  Farmers Savings acquiredSecurity Properties Inc. as a wholly-owned subsidiary during 1984 and sold thecompany back to the original owners during 1987.  The major line of business ofSecurity Properties Inc. is the administration of previously syndicated, subsidizedmultifamily residential real estate.  Mr. Pfleger was first elected an officer anddirector of the General Partner, Interfinancial Real Estate Management Company, inJuly 1981 and has maintained his dual status since that time.
Mr. Pfleger is the General Partner in over 280 properties with approximately 38,000housing units throughout the United States.
John M. Orehek, Senior Vice President.  Mr. Orehek is the Chief Executive Officerand President of Security Properties Investment Inc.  From 1982 to 1987, he wasemployed by Security Properties Inc. (SPI) as President of First ColumbiaCorporation, its affiliated broker/dealer, and Senior Vice President of SPI.  From1987 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 amember of the tax department in the Cleveland, Ohio and Seattle, Washington officesof Arthur Andersen & Co., Certified Public Accountants.  He received a B.S. degreein Economics from Allegheny College, Meadville, Pennsylvania and a law degree fromCase Western Reserve University School of Law.  Mr. Orehek was first elected adirector of the General Partner, Interfinancial Real Estate Management Company,during 1992.
Michael Fulbright, Secretary.  Mr. Fulbright is General Counsel for SecurityProperties Inc.  He joined the Company in 1989 as Special Counsel responsible fornew development activities and sales and financing transactions in the syndicationportfolio.  Prior to joining SPI, he was a partner at Tousley Brain, a Seattle lawfirm that specializes in commercial real estate matters.  His practice thereincluded representation of lenders, institutional investors and commercialdevelopers.  He received a Masters of Business Administration degree from Texas A&Mand a law degree from the University of Washington.  He is a member of theWashington State Bar Association.  Mr. Fulbright was first elected an officer of theGeneral Partner, Interfinancial Real Estate Management Company, during 1994.
	(f)	Section 20 of the Amended Certificate and Agreement of Limited Partnership ofthe Registrant provides for the indemnification of the General Partner and itsdesignees and nominees against liability resulting from errors in judgment or anyacts or omissions, whether or not disclosed, unless caused by a breach of fiduciaryduty of such parties to the Registrant or its limited partners.  None  of theofficers or directors of the General Partner of the registrant have filed a petitionunder the federal bankruptcy laws or any state insolvency act, nor have they beenengaged in any acts over the past five years that would impair their ability orintegrity as directors or executive officers of the General Partner of theregistrant.
Item 11.  Executive Compensation
	(a)	The Registrant does not pay any salary or other remuneration to the officersof the General Partner of the Registrant.
	(b)	The Registrant has no plan or arrangement to pay any salary or otherremuneration to the officers in the future.
	(c)	There are no options, warrants, rights or any other such remunerationavailable to the General Partner of the Registrant.
	(d)	The Registrant will not pay any salary or other remuneration to the directorsof the General Partner of the Registrant.
	(e)	There are no retirement benefit plans or other remuneration that would resultfrom the resignation, retirement, termination or any other change in control of anyofficer or director of the General Partner of the Registrant.
Item 12.  Security Ownership of Certain Beneficial Owners and Management
	(a)	Security Ownership of Certain Beneficial Owners
  (b)  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 98101­3076
The General Partner owns 201 units of Limited Partner interest.
	(b)	No officers or directors of the General Partner of the Registrant own aPartnership interest.
	(c)	No change in control of the Registrant is anticipated.
Item 13.  Certain Relationships and Related Transactions
	(a)	There are no transactions in which the directors or officers of the GeneralPartner or security holder of the Registrant have a material interest.
  (b)	There are no transactions in which the directors of the General Partner havea material interest.
	(c)	There is no indebtedness of the management of the General Partner of theRegistrant to the Registrant, except as follows:
The Partnership accrued management fees of $40,000 per year to the general partner.The Partnership paid accrued management fees of $840,000 and $40,837 in 1999 and2000, respectively.  No fees were paid in 1998, 1997 and 1996.
The General Partner made advances to the Partnership to fund operations of LocalLimited Partnerships in the early years of the Partnership.  The advances are non-interest bearing and due on demand.  The balance at December 31, 2000 and December31, 1999 was $528,586.
There were no other transactions which officers or directors of the general partnerhad an interest.
PART IV
Item 14.	Exhibits, Financial Statements, Schedules and Reports on Form 8-K.
(a) 1.	Financial Statements:
		Report of independent certified public accountants.
		Balance Sheets at December 31, 2000 and 1999.
		Statements of Operations for the years ended December 31, 2000, 1999 and1998.
		Statements of Changes in Partners' Capital for the years ended December31, 2000, 1999 and 1998.
		Statements of Cash Flows for the years ended December 31, 2000, 1999 and1998.
		Notes to Financial Statements.
(a) 2.	Financial Statement Schedules:
		Indebtedness of and to Related Parties
		Real Estate and Accumulated Depreciation and Amortization of LocalLimited Partnerships.
		Mortgage Loans on Real Estate
	All other schedules are omitted because they are not applicable or therequired information is included in the financial statements or the notesthereto.
FINANCIAL STATEMENTS OF UNCONSOLIDATED SUBSIDIARIES
FIFTY PERCENT OWNED PERSONS OR OTHER UNCONSOLIDATED PERSONS
ACCOUNTED FOR ON THE EQUITY METHOD
	Separate financial statements of the two limited partnerships accounted foron the equity method have been omitted because combined financialstatements are included in Note 4 to the financial statements.
(a) 3.	Exhibits
		1.A.	Form of proposed Selling Brokers' Agreement,incorporated by reference from RegistrationStatement on Form S-11 filed 1972.
		3.A.	Amended Certificate and Agreement of LimitedPartnership, incorporated by reference fromRegistration Statement on Form S-11 filed 1972.
		3.B.	Amendment to Certificate of LimitedPartnership, incorporated by reference fromRegistration Statement on Form S-11 filed 1972.
		4.A.	Subscription agreement for use prior toeffective date of Registration Statement,incorporated by reference from RegistrationStatement on Form S-11 filed 1972.
		4.B.	Application form to subscribe for Units,incorporated by reference from RegistrationStatement on Form S-11 filed 1972.
		5.A.	Opinion and Consent of Counsel, incorporated byreference from Registration Statement on FormS-11 filed 1972.
		8.A.	Opinion and Consent of Tax Counsel,incorporated by reference from RegistrationStatement on Form S-11 filed 1972.
	10.A.	Copy of Agreement between Registrant, theGeneral Partner and Income-Equities Corporationwith respect to certain commitments made onbehalf of the Registrant, incorporated byreference from Registration Statement on Form S-11 filed 1972.
	10.B.	Copy of Management Agreement between theRegistrant and Income-Equities Corporationincorporated by reference from RegistrationStatement on Form S-11 filed 1972.
(b)	Reports on Form 8-K
	There were no reports on Form 8-K filed during the last quarter of 2000.
(c)	Exhibits
	Form 12b-25
(d)	Financial Statement Schedules:
		Indebtedness of and to Related Parties
		Real Estate and Accumulated Depreciation and Amortization of LocalLimited Partnerships.
		Mortgage Loans on Real Estate
	All other schedules are omitted because they are not applicable or therequired information is included in the financial statements or the notesthereto.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Actof 1934, the Registrant has duly caused this report to be signed, on its behalf bythe undersigned, thereunto duly authorized.
			(REGISTRANT)  URBAN IMPROVEMENT FUND LIMITED -- 1972
			              BY:  INTERFINANCIAL REAL ESTATE MANAGEMENT COMPANY
By:  	Date:  
     Paul H. Pfleger
     Director/President
     Interfinancial Real Estate Management Company
By:  	Date:  
     John M. Orehek
     Director/Senior Vice President
     Interfinancial Real Estate Management Company
Pursuant to the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the Registrant and in thecapacities and on the dates indicated.
By:  
     Paul H. Pfleger, Director/President		Date
     Interfinancial Real Estate Management Company
By:  
     John M. Orehek, Director/Senior Vice President	Date
     Interfinancial Real Estate Management Company.
URBAN IMPROVEMENT FUND LIMITED
SEATTLE, WASHINGTON
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14(a)(1) AND (2) AND ITEM 14(d)
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
YEAR ENDED December 31, 2000
Form 10-K -- Item 8
Form 10-K -- Items 14(a)(1) and (2)
Form 10-K -- Item 14(d)
URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)
INDEX TO FINANCIAL STATEMENTS
The following financial statements of Urban Improvement Fund Limited are included in Item8 and Item 14(a)(1)
	Independent Auditors' Report	F-3
	Balance Sheets at December 31, 2000 and 1999	F-6
	Statements of Operations
		for the Years Ended December 31, 2000, 1999 and 1998	F-7
	Statements of Changes in Partners' Capital (Deficit)
		for the Years Ended December 31, 2000, 1999 and 1998	F-8
	Statements of Cash Flows
		for the Years Ended December 31, 2000, 1999 and 1998	F-9
	Notes to Financial Statements	F-10
The following financial statement schedules of Urban Improvement Fund Limited are includedin Item 14(a)(2) and 14(d):
		Indebtedness of and to Related Parties	F-23
		Real Estate and Accumulated Depreciation of
					Local Limited Partnerships	F-24
		Mortgage Loans on Real Estate	F-25
All other schedules are omitted because they are not applicable or the requiredinformation is included in the financial statements or the notes thereto.
FINANCIAL STATEMENTS OF UNCONSOLIDATED SUBSIDIARIES
FIFTY PERCENT OWNED PERSONS OR OTHER UNCONSOLIDATED PERSONS
ACCOUNTED FOR ON THE EQUITY METHOD
Separate financial statements of the two limited partnerships accounted for on the equitymethod have been omitted because combined financial statements are included in Note 4 tothe financial statements.
INDEPENDENT AUDITORS' REPORT
To the Partners
Urban Improvement Fund Limited -- 1972
We have audited the accompanying balance sheets of Urban Improvement Fund, Limited (aLimited Partnership) as of December 31, 2000 and 1999, and the related statements ofoperations, changes in partners' capital (deficit) and cash flows for the years endedDecember 31, 2000, 1999 and 1998 and the related schedules listed in Item 14(a)2 of theannual report on Form 10-K of Urban Improvement Fund Limited for the years ended December31, 2000, 1999 and 1998.  These financial statements and financial statement schedules arethe responsibility of the Partnership's management.  Our responsibility is to express anopinion on these financial statements and financial statement schedules based on ouraudits.  We did not audit the financial statements of the two Urban Improvement FundLimited's Local Limited Partnership investments whose combined financial statements areshown in Note 4.  These statements were audited by other auditors whose reports have beenfurnished to us, and our opinion, to the extent it relates to the amounts included forthese Local Limited Partnership investments, is based solely on the reports of the otherauditors.  Urban Improvement Fund Limited's investment in these partnerships has beenreduced to zero.
We conducted our audits in accordance with generally accepted auditing standards.  Thosestandards require that we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements.  An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financialstatement presentation.  We believe that our audits and the reports of other auditorsprovide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the financialstatements referred to above present fairly, in all material respects, the financialposition of Urban Improvement Fund Limited as of December 31, 2000 and 1999, and theresults of its operations and its cash flows for the years ended December 31, 2000, 1999and 1998, in conformity with generally accepted accounting principles.  In addition, inour opinion, based upon our audits and the reports of other auditors, the financialstatement schedules referred to above, when considered in relation to the basic financialstatements taken as a whole, present fairly, in all material respects, the informationrequired therein.
                               /s/Smith & Radigan, Certified Public Accountants, LLC
Atlanta, Georgia
April 20, 2001
INDEPENDENT AUDITORS' REPORT
To the Partners
Lakewood Apartments
Limited Partnership
HUD Project Number:   051-44109
Silver Spring, Maryland
I have audited the accompanying balance sheet of Lakewood Apartments Limited Partnership, asof December 31, 2000 and the related statements of income, changes in partners' equity andcash flows for the year then ended. These financial statements are the responsibility of thePartnership's management.  My responsibility is to express an opinion on these financialstatements based on our audit.
I conducted my audit in accordance with generally accepted auditing standards and *GovernmentAuditing Standards*, issued by the Comptroller General of the United States.  Those standardsrequire that I plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement.  An audit includes examining, on atest basis, evidence supporting the amounts and disclosures in the financial statements.  Anaudit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation.  I believethat my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all materialrespects, the financial position of Lakewood Apartments as of December 31, 2000, and theresults of its operations changes in partners' equity and its cash flows for the year thenended in conformity with generally accepted accounting principles.
My audit was made for the purpose of forming an opinion on the financial statements taken asa whole.  The accompanying supplementary information shown on pages 18 to 22 are presented forthe purpose of additional analysis and are not a required part of the basic financialstatements of Lakewood Apartments Limited Partnership.  Such information has been subjectedto the auditing procedures applied in the audit of the basic financial statements and, in myopinion, is fairly stated in all material respects in relation to the basic financialstatements taken as a whole.
In accordance with *Government Auditing Standards*, I have also issued a report dated February13, 2001 on my consideration of internal controls and a report dated February 13, 2001 on itscompliance with laws and regulations.
                                                  /s/Harvey E. Johnson, Jr., P.C.
Arlington, Virginia
February 13, 2001
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, 2000, and the related statements of income, changesin partners' equity and cash flows for the year then ended. These financial statements are theresponsibility of the Partnership's management.  Our responsibility is to express an opinionon these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards and *GovernmentAuditing Standards*, issued by the Comptroller General of the United States.  Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement.  An audit includes examining, on atest basis, evidence supporting the amounts and disclosures in the financial statements.  Anaudit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation.  We believethat our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all materialrespects, the financial position of The Villages LTD. at December 31, 2000, and the resultsof its operations, changes in partners' equity and its cash flows for the year then ended inconformity with generally accepted accounting principles.
In accordance with *Government Auditing Standards* and the Consolidated Audit Guide for Auditsof HUD Programs, issued by the U.S. Department of Housing and Urban Development, we have alsoissued a report dated February 23, 2001 on our consideration of the partnership's internalcontrol structure and reports dated February 23, 2001 on its compliance with specificrequirements applicable to major HUD programs, and specific requirements applicable to FairHousing and Non-Discrimination. Our audit was conducted for the purpose of forming an opinionon the basic financial statements taken as a whole.  The supporting data included in thisreport (shown on pages 16 to 20) is presented for the purpose of additional analysis and isnot a required part of the basic financial statements of the Partnership.  Such informationhas been subjected to the auditing procedures applied in the audit of the basic financialstatements and, in our opinion, is fairly stated in all material respects in relation to thefinancial statements taken as a whole.
                                                  /s/Crabtree, Crabtree & Hatter, L.L.P.
                                                     Certified Public Accountants
Azle, Texas
February 23, 2001
URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)
BALANCE SHEETS
ASSETS
       December 31,       
   2000      1999   
Cash and cash equivalents	$  144,597 	$  235,133
Investments in and advances to Local
  Limited Partnerships accounted for
  on the equity method -- Note 4	         0         0
											$  144,597 	$  235,133
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Accounts payable				$   13,900 	$        0
Management fee payable -- Note 3	0 	833
Due to affiliates			0 	39,981
Advance from General Partner	528,586 	528,586
Distribution payable		       642    40,577
											543,128 	609,977

Partners' capital (deficit) -- Note 2
  General Partners -- 5 partnership units
    authorized, issued and outstanding	(337)	(316)
  Limited Partners -- 5,830 partnership units
    authorized, issued and outstanding	  (398,194)	  (374,528)
  (398,531)	  (374,844)
Commitments and contingent liabilities --
  Note 4
											$  144,597 	$  235,133
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,       
   2000      1999      1998   
Interest income	$    3,514 	$    3,070 	$      922
Expenses:
  Management fees -- Note 3	40,000 	40,000 	40,000
  Amortization -- Note 5 and 6	0 	93,915 	-0-
  Other expenses	    23,755    21,596    19,392
    63,755   155,511    59,392
Loss before equity in income
  of Local Limited Partnerships	(60,241)	(152,441)	(58,470)
Equity in income of Local Limited
  Partnerships -- Note 4	    36,554 1,696,946    41,614
Net income (loss)	$  (23,687)	$1,544,505 	$  (16,856)
Allocation of net income (loss):
  Net income (loss) allocated
    to General Partners	$      (21)	$    1,337 	$      (15)
  Net income (loss) allocated
    to Limited Partners	   (23,666)	 1,543,168   (16,841)
						$  (23,687)	$1,544,505 	$  (16,856)
Net financial reporting income
	(loss) per unit:
    General partnership units
			  (5 units outstanding allocated
			  to General Partner)	$       (4)	$      265 	$       (3)
		  Limited partnership units
			  (5,830 units outstanding
			  allocated to Limited Partners)	$       (4)	$      265 	$       (3)
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, 1998	$    (1,127)	$(1,311,431)	$(1,312,558)
Net income -- 1998	        (15)	    (16,841)	    (16,856)
Partners' capital (deficit)
  at December 31, 1998	(1,142)	(1,328,272)	(1,329,414)
Distributions -- 1999	(511)	(589,424)	(589,935)
Net income -- 1999	      1,337  1,543,168  1,544,505
Partners' capital (deficit)
  at December 31, 1999	(316)	(374,528)	(374,844)
Net income -- 2000	        (21)	    (23,666)	    (23,687)
Partners' capital (deficit)
  at December 31, 2000	$      (337)	$ (398,194)	$  (398,531)
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,       
   2000      1999      1998   
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)	$  (23,687)	$ 1,544,505 	$  (16,856)
  Adjustments to reconcile net income
    (loss) to net cash used by operating
    activities:
      Equity in net income of Local Limited
        Partnerships	(36,554)	(1,696,946)	(41,614)
      Amortization	0 	93,915 	0
      Increase in accounts receivable and
        distribution receivable	0 	0 	(17,415)
      Increase (decrease) in accounts pay-
        able, management fees payable and
        payable to affiliates	    13,067   (792,883)	    28,200
          Total adjustments	   (23,487)	 (2,395,914)	   (30,829)
            Net cash used by operating
              activities	(47,174)	(851,409)	(47,685)
CASH FLOWS FROM INVESTING ACTIVITIES:
  Current year distributions received	36,554 	1,621,300 	55,704
  Net repayments from Local Limited
    Partnerships		         0     14,066   (14,090)
            Net cash provided by investing
              activities	36,554 	1,635,366 	41,614
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repay advance from affiliate	(39,981)	0 	0
  Partnership distributions	   (39,935)	   (550,000)	         0
            Net cash used by financing
              activities	   (79,916)	   (550,000)	         0
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS	(90,536)	233,957 	(6,071)
CASH AND CASH EQUIVALENTS AT BEGINNING
	OF YEAR							   235,133      1,176     7,247
CASH AND CASH EQUIVALENTS AT END OF YEAR	$  144,597 	$   235,133 	$    1,176
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 CaliforniaUniform Limited Partnership Act on February 22, 1972, for the principal purpose ofinvesting in other limited partnerships (Local Limited Partnerships), which ownfederal and state-assisted housing projects.  The Partnership issued 5,830 units oflimited partnership interest pursuant to a public offering of such units whichterminated on December 31, 1972.  The Partnership also issued five units of generalpartnership interest to Interfinancial Real Estate Management Company (the GeneralPartner).  For income tax and financial reporting purposes, profits and losses areallocated .08659 percent to the General Partner and 99.91341 percent to the limitedpartners.
Investment in Local Limited Partnerships
As of December 31, 2000, the Partnership had investments in two active real estatelimited partnerships (Local Limited Partnerships).  During 1999, the Partnershipsold the Local Limited Partnerships, Angeles I (Note 5) and Angeles II (Note 6).Since the Partnership, as a limited partner, does not exercise control over theactivities of the Local Limited Partnerships in accordance with the PartnershipAgreements, these investments are accounted for on the equity method (Note 4).  Theinvestment account represents the sum of the capital investment, advances andunamortized cost of acquisition less the Partnership's share of losses since thedate of acquisition.  The Partnership discontinues recognizing losses and amortizingcost of acquisition under the equity method when losses have been incurred whichequal the cost of the investment and the unamortized cost of acquisition in aparticular Local Limited Partnership, thus reducing the investment to zero.Repayment of advances and cash distributions by the Local Limited Partnerships afterthe Partnership's investment has been reduced to zero are recognized as income bythe Partnership in the year received.  Additional advances to a Local LimitedPartnership, 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 LocalLimited Partnerships, deducted when paid for income tax purposes (Note 2), arecapitalized as costs of acquisition of the Local Limited Partnerships and isincluded in the investment in Local Limited Partnership balance for financialreporting purposes.  These costs and other costs of acquisition are amortized usingthe straight-line method over the lives (fifteen to thirty-five years) of the LocalLimited Partnerships' properties.  Amortization is discontinued when the investmentis reduced to zero.  There was no amortization during 2000, 1999 and 1998, exceptthe amount related to the sale of properties in 1999.
The Partnership has an investment in one limited partnership that sold its realestate during 1983.  This partnership (Alms Hill Apartments, Ltd.) holds a notereceivable for a portion of the sales proceeds.  The sale of the property wasrecognized on the cost recovery method to first recognize the recovery of the asset
Note 1 -- Organization and Accounting Policies -- Continued
Investment in Local Limited Partnerships -- Continued
value, then recognize the gain as the proceeds are received.  Interest will accrueat eighteen percent on the unpaid principal balance of $500,000.  Unpaid interestand principal was due August 1, 1993.  The due date was extended for an additionalfive-year term to August 1, 1998, at which time the due date was extended for anadditional five year term.  During the extension period, interest will accrue onlyto the extent of surplus cash payments.  Payments after 1989 can only be made fromcash flow of the Local Limited Partnership, as defined in its partnership agreement.No cash flow payments have been received by the Partnership.
The Partnership's equity in net income of the Local Limited Partnerships issummarized as follows:
   2000      1999      1998   
	Income from Partnerships with investments
		above zero:
			Angeles I						$      0 	$1,113,944 	$      0
			Angeles II					0 	575,056 	0
	Repayments from (advances to)
		Partnerships with zero investments:
			Angeles I						0 	0 	(14,090)
	Distributions received from Partnerships
		with zero investments:
			Lakewood Apartments	8,054 	7,946 	32,335
			Angeles II					0 	0 	23,369
			Villages							  28,500         0       0
	Equity in income of Local Limited
	  Partnerships					$ 36,554 	$1,696,946 	$ 41,614
Significant accounting policies followed by the Local Limited Partnerships aresummarized in Note 4.
Taxes on Income
No provision for taxes on income is required in the financial statements since alltaxable income or loss of the Partnership is allocated to the partners for inclusionin their respective tax returns.
Fair Value of Financial Instruments and Use of Estimates
The Partnership estimates that the aggregate fair value of all financialinstruments at December 31, 2000 does not differ materially from the aggregate
Note 1 -- Organization and Accounting Policies -- Continued
carrying values of its financial instruments recorded in the balance sheet.These estimates are not necessarily indicative of the amounts that thePartnership could realize in a current market exchange.
The preparation of financial statements requires the use of estimates andassumptions.  Actual results could differ from those estimates.
Cash Equivalents
Marketable securities that are highly liquid and have maturities of three months orless 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 LocalLimited Partnerships in the early years of the Partnership.  The advances are non-interest bearing and due on demand.  The balance at December 31, 2000 and 1999 was$528,586.
Note 2 -- Reconciliation Between Net Income (Loss) and Partners' Capital (Deficit)
For Financial Reporting Purposes and Income Tax Reporting Purposes
A reconciliation of the Partnership's income (loss) for financial reporting purposesand the Partnership's income (loss) for income tax reporting purposes follows:
                December 31,              
   2000       1999       1998    
Net income (loss) for financial
  reporting purposes	$   (23,687)	$ 1,544,505 	$   (16,856)
Equity in deductions taken by Local
  Limited Partnerships for income
  tax reporting purposes	24,980 	4,674,031 	281,120
Other accrual adjustments	        633   (773,333)	     40,000
Net income (loss) as reported on
  the federal income tax return	$     1,926 	$ 5,445,203 	$   304,264
A reconciliation of partners' capital (deficit) for financial reporting purposes andpartners' capital (deficit) for income tax reporting purposes follows:
               December 31,              
   2000       1999       1998    
Partners' capital (deficit) for
  financial reporting purposes	$  (398,531)	$  (374,844)	$(1,329,414)
Commissions and offering expenses
  capitalized for income tax report-
  ing purposes and charged to capital
  for financial reporting purposes	641,492 	641,492 	641,492
Note 2 -- Reconciliation Between Net Income (Loss) and Partners' Capital (Deficit)
For Financial Reporting Purposes and Income Tax Reporting Purposes - Continued
                December 31,              
   2000       1999       1998    
Equity in cumulative losses of Local
  Limited Partnerships for income tax
  reporting purposes in excess of
  losses for financial reporting
  purposes								(1,428,523)	(1,769,134)	(6,443,167)
Other adjustments			          0     49,934    783,333
Partners' capital (deficit) as
  reported on the federal income
  tax return							$(1,185,562)	$(1,452,552)	$(6,347,756)
Note 3-- Management of Urban Improvement Fund Limited
Under the terms of the Limited Partnership Agreement (as amended), the Partnershipis required to pay the General Partner an annual management fee equal to fiftypercent of the Partnership's annual net cash flow as defined, subject to an annualminimum of $40,000.)  Management fees totaling $800,833 payable to the GeneralPartner were accrued through December 31, 1998 because cash flow was not sufficientto pay the fees.  These fees were paid during 1999.  The Partnership recorded anannual management fee expense of $40,000 per year.  At December 31, 2000 and 1999,management fees of zero and $833, respectively, were accrued and unpaid.
The Partnership will also pay the General Partner a liquidation fee for the sale ofprojects.  The liquidation fee is the lesser of (i) ten percent of the net proceedsto the Partnership from the sale of a project(s) or (ii) one percent of the salesprice plus three percent of the net proceeds after deducting an amount sufficientto pay long-term capital gains taxes.  No part of such fee shall accrue or be paidunless:  (i) the limited partners' share of the proceeds has been distributed tothem, (ii) the limited partners shall have first received an amount equal to theirinvested capital attributable to the project(s) sold, and (iii) the limited partnershave received an amount sufficient to pay long-term capital gains taxes from thesale of the project(s), if any, calculated at the maximum rate then in effect.  Noliquidation fees were paid to the General Partner during 2000, 1999 or 1998.
The General Partner of the Partnership is a corporation in which Paul H. Pfleger hasa majority interest.  Partnership Services, Inc. (PSI), another corporation in whichPaul H. Pfleger is a majority shareholder, has contracted with the General Partnerand the Partnership to provide certain management and other services to any projectsin which the Partnership has an interest.  No fees were paid to PSI during 2000,1999 or 1998.
Note 4 -- Investments in and Advances to Local Limited Partnerships Accounted for
on the Equity Method
The Partnership has ninety-five percent to ninety-nine percent interests in profitsand losses of the Local Limited Partnerships.  Investments in these Local LimitedPartnerships were made in installments based typically on the stage of completionand/or occupancy.
Investments in and advances to the Local Limited Partnerships accounted for on theequity method are as follows:
		 Equity In		Equity In 		Unamortized
	   Capital	  Income		Losses Not		 Costs of
Contributions (Losses)    Subtotal  Recorded AdvancesAcquisition  Total 
December 31, 2000:
Lakewood Apts	$  (19,690)	$  (411,068)	$  (430,758)	$  367,051	$      0	$   63,707	$      0
The Villages	    59,963 (1,178,481)	 (1,118,518)	 1,008,791       0   109,727       0
	$   40,273	$(1,589,549)	$(1,549,276)	$1,375,842	$      0	$  173,434	$      0
December 31, 1999:
Lakewood Apts	$ (11,636)	$  (469,577)	$  (481,213)	$  417,506	$      0	$  63,707	$      0
The Villages	   88,463  (1,170,861)	 (1,082,398)	   972,671       0  109,727       0
	$  76,827	$(1,640,438) 	$(1,563,611) 	$1,390,177	$      0 	$ 173,434	$      0
The combined balance sheets of the Local Limited Partnerships accounted for on theequity method at December 31, 2000 and 1999 and the related combined statements ofoperations, changes in partners capital (deficit), cash flows and selected footnotedisclosures from the audited financial statements of the Local Limited Partnershipsfor the years ended December 31, 2000, 1999 and 1998 are summarized as follows:
Note 4 -- Investments in and Advances to Local Limited Partnerships Accounted for on
the Equity Method -- Continued
COMBINED BALANCE SHEETS OF LOCAL LIMITED PARTNERSHIPS
Assets
        December 31,      
   2000       1999    
Cash		$    84,184 	$   251,596
Cash in escrow and other restricted funds	504,303 	418,410
Accounts receivable		25,012 	10,884
Prepaid expenses		38,851 	25,989
Other assets (net of accumulated amortization)	     29,936     32,020
			682,286 	738,899
Property on the basis of cost:
  Land		251,240 	251,240
  Buildings and improvements	 5,076,954 5,089,057
			5,328,194 	5,340,297
  Less accumulated depreciation	 (4,614,550)	 (4,566,785)
    713,644    773,512
			$ 1,395,930 	$ 1,512,411
Liabilities and Partners' Capital (Deficit)
Mortgage notes payable	$ 2,833,175 	$ 2,977,801
Accounts payable and accrued expenses	117,162 	102,819
Tenants' security and other deposits	     55,101     56,648
			3,005,438 	3,137,268
Partners' capital (deficit) per accompanying
  statements		 (1,609,508)	 (1,624,857)
			$ 1,395,930 	$ 1,512,411
Note 4 -- Investments in and Advances to Local Limited Partnerships Accounted for
on the Equity Method -- Continued
COMBINED STATEMENTS OF OPERATIONS OF LOCAL LIMITED PARTNERSHIPS
         Year Ended December 31      
   2000      1999      1998   
REVENUE:
  Net rental income	$2,130,343 	$2,972,689 	$3,096,731
  Financial income	21,548 	41,867 	47,446
  Other income	    43,120    76,153    62,338
    Total revenue	2,195,011 	3,090,709 	3,206,515
EXPENSES:
  Administrative	397,271 	598,793 	597,638
  Utilities 	505,803 	573,364 	675,411
  Operating	815,480 	875,647 	921,988
  Taxes and insurance	231,653 	290,377 	339,185
  Financial	133,584 	174,213 	187,441
  Depreciation and amortization	55,577 	207,307 	313,209
  Other	     2,076     2,314     8,591
	  Total expenses	 2,141,444 2,722,015 3,043,463
Income (loss) before gain on sale	53,567 	368,694 	163,052
Gain on sale	         0 1,781,875         0
Net income	$   53,567 	$2,150,569 	$  163,052
Amortization of capitalized interest was $11,412 in 2000 and 1999 and $18,446 in1998.
Note 4 -- Investments in and Advances to 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 	General
  Limited   Partners  Partners    Total   
Partners' capital (deficit)
  at January 1, 1998	$(2,164,139)	$ (50,223)	$ (15,091)	$(2,229,453)
Net income -- 1998	156,640 	1,747 	4,665 	163,052
Distributions -- 1998	    (55,704)	     (576)	   (1,314)	    (57,594)
Partners' capital (deficit)
  at December 31, 1998	(2,063,203)	(49,052)	(11,740)	(2,123,995)
Net income -- 1999	2,088,557 	17,535 	44,477 	2,150,569
Distributions -- 1999	 (1,588,965)	  (12,445)	  (50,021)	 (1,651,431)
Partners' capital (deficit)
  at December 31, 1999	 (1,563,611)	  (43,962)	  (17,284)	 (1,624,857)
Net income -- 2000	50,889 	375 	2,303 	53,567
Distributions -- 2000	    (36,554)	     (982)	     (682)	    (38,218)
Partners' capital (deficit)
  at December 31, 2000	$(1,549,276)	$ (44,569)	$ (15,663)	$(1,609,508)
Note 4 -- Investments in and Advances to Local Limited Partnerships Accounted for on
the Equity Method -- Continued
STATEMENTS OF CASH FLOWS OF LOCAL LIMITED PARTNERSHIPS
         Year Ended December 31,       
   2000       1999      1998   
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income	$   53,567 	$2,150,569 	$  163,052
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Loss (gain) on sale of assets	12,601 	(1,781,875)	0
      Depreciation and amortization	55,577 	207,307 	313,209
      Decrease (increase) in escrows and
        other restricted funds, receivables,
        prepaid expenses and other assets	(139,200)	406,953	312,234
      Increase (decrease) in accounts pay-
        able, accrued expenses, tenant
        security deposit liability and
        other liabilities	    39,113    (31,243)	   (56,507)
          Total adjustments	   (31,909)	 (1,198,858)	   568,936
            Net cash provided by operating
              activities	21,658 	951,711 	731,988
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures	(28,650)	(293,718)	(756,136)
  Proceeds from sale of capital expenditures	    22,424  4,317,961       0
            Net cash provided (used) by
              investing activities	(6,226)	4,024,243 	(756,136)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Mortgage principal payments	(144,626)	(2,124,265)	(189,076)
  Distributions paid	(38,218)	(1,651,431)	(57,594)
  Advances from (repayments to) affiliates --
    net	0 	(14,066)	14,067
  Increase (decrease) in notes payable	         0 (1,122,809)	   310,690
            Net cash provided (used) by
              financing activities	  (182,844)	 (4,912,571)	    78,087
NET INCREASE (DECREASE) IN CASH	(167,412)	63,383 	53,939
CASH BALANCE AT BEGINNING OF YEAR	   251,596    188,213   134,274
CASH BALANCE AT END OF YEAR	$   84,184 	$   251,596 	$  188,213
SUPPLEMENTAL INFORMATION REGARDING INTEREST
  PAYMENTS IS AS FOLLOWS:
    Interest paid	$1,127,043 	$   152,389 	$  165,069
Note 4 -- Investments in and Advances to Local Limited Partnerships Accounted for
on the Equity Method -- Continued
A reconciliation between combined net income for financial reporting purposes andthe combined net income for income tax reporting purposes follows:
        Year Ended December 31,        
   2000      1999      1998   
Combined net income for financial
  reporting purposes	$   53,567 	$2,150,569 	$   163,052
Differences between depreciation
  for income tax reporting purposes
  and depreciation for financial
  reporting purposes	(4,975)	78,467 	164,651
Gain on sale	0 	373,926 	0
Accrual adjustments for financial
  reporting purposes	    14,021   (17,917)	     9,235
Combined net income as reported on
  the federal income tax returns	$   62,613 	$2,585,045 	$ 336,938
A reconciliation of combined partners' capital (deficit) for financial reportingpurposes and combined partners' capital (deficit) for income tax reporting purposesfollows:
               December 31,             
   2000       1999       1998    
Combined partners' capital (deficit)
  for financial reporting purposes	$(1,609,508)	$(1,624,857)	$(2,123,995)
Carrying costs during construction
  capitalized for financial reporting
  purposes, excess of depreciation for
  income tax reporting purposes and
  accrual adjustments for financial
  reporting purposes	   (159,406)	   (155,566)	   (601,085)
Combined partners' capital (deficit)
  as reported on the federal income
  tax returns	$(1,768,914)	$(1,780,423)	$(2,725,080)
Note 4 -- Investments in and Advances to Local Limited Partnerships Accounted for
on the Equity Method -- Continued
Cost of Buildings
For financial reporting purposes, the Local Limited Partnerships generallycapitalized all project costs, including payments to the general partners, interest,taxes, carrying costs and operating expenses offset by incidental rental income, upto the cutoff date for cost certification purposes.  For income tax reportingpurposes, certain of these amounts were deducted when paid.
Depreciation of Properties
For financial statement purposes, depreciation is generally computed using thestraight-line method over useful lives of twenty-five to thirty-five years, from thedate of completion of the building or rehabilitation.  For income tax reportingpurposes, buildings are depreciated over generally shorter periods on variousaccelerated methods.
Certain expenses related to organization of the Local Limited Partnerships have beendeferred and are being amortized for financial statement purposes using thestraight-line method over periods of twenty to forty years.
Mortgage Notes Payable
Lakewood Apartments and The Villages have mortgages which are payable to or areinsured by the Department of Housing and Urban Development (HUD) totaling $2,833,175and $2,977,801 at December 31, 2000 and 1999, respectively.  The mortgage notespayable are secured by deeds of trust on rental property and bear interest at therate of seven percent per annum.  The mortgages will generally be repaid in monthlyinstallments of principal and interest of $29,041 over periods of forty years.  HUDmakes interest assistance payments on one of the mortgages insured under Section 236which effectively reduce the mortgage payments to those required for mortgagescarrying a one percent interest rate.
The scheduled principal reductions for the next five years are as follows:
	2001	$  155,081
	2002	   166,292
	2003	   178,313
	2004	   191,203
	2005	   205,026
	Beyond	 1,937,260
		$2,833,175
Note 4 -- Investments in and Advances to Local Limited Partnerships Accounted for
on the Equity Method -- Continued
Under terms of the regulatory agreements with HUD, the two Local LimitedPartnerships cannot make cash distributions to partners of the Local LimitedPartnerships in excess of six percent per annum of stated equity in the respectiveprojects.  Such distributions are cumulative but can only be paid from "surpluscash," as defined in the agreements.  The Local Limited Partnerships must depositall cash in excess of the distributable amounts into residual receipts funds whichare under the control of the mortgagees, and from which disbursements must beapproved by HUD.  As of December 31, 2000 and 1999, approximately $213,114 and$223,194, respectively, could be paid to partners of Lakewood Apartments and TheVillages as surplus cash becomes available.
Under terms of the regulatory agreements, the Local Limited Partnerships arerequired to make monthly deposits into replacement funds which are under the controlof the mortgagees.  Such deposits commence with the initial principal payments onthe mortgage loans.  Expenditures from the replacement funds must be approved byHUD.
All of the Local Limited Partnerships have entered into rent supplement and/orSection 8 contracts with HUD to provide financial assistance to qualified tenantsof the apartment units.  Under terms of these contracts, HUD will pay a portion  ofthe rent on behalf of qualified tenants.  The maximum dollar amount of thesepayments is limited by HUD.  A substantial portion of rental income is collectedthrough these contracts.  During 2000 and 1999, the Local Limited Partnershipsreceived approximately $1,607,245 and $1,956,000, respectively, in rent supplementand Section 8 funds.
Management
The Local Limited Partnerships have entered into property management contracts withvarious agents under which the agents are paid property management fees equal to apercent of the gross revenues of the respective projects.  The agents are affiliatedwith the general partners of the Local Limited Partnerships.  Details of themanagement contracts are as follows:
		Percent of	  2000	  Affiliate of
    Partnership     Revenue   Expense General Partner
Lakewood Apartments	11.52%	$57,828	Yes
The Villages	 6.00%	$93,784	Yes
Note 5 -- Sale of Assets of Angeles I
The property of Angeles I was sold during 1999 resulting in a gain of $1,199,387,Urban '72's share of the distribution from the sale was $1,060,891.  In addition,Urban '72 received advance repayments of $10,492.  The unamortized costs ofacquisition of $42,561 were amortized upon the sale of Angeles I.
Note 6 -- Sale of Assets of Angeles II
The property of Angeles II was sold during 1999 resulting in a gain of $582,488.Urban '72's share of the distribution from the sale was $520,128.  In addition,Urban '72 received advance repayments of $3,574.  The unamortized costs ofacquisition of $51,354 were amortized upon the sale of Angeles II.
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 noteof $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 accruedinterest.  However, the note could be extended for two additional five-year periodsby the election of the maker of the installment obligation.  The maker of the noteelected to extend the note through August 1, 2003.  Interest will continue to accrueat eighteen percent per annum and is payable on the anniversary date of the note tothe extent that the property has distributable cash flow.  During the extensionperiod, any unpaid interest will not accrue.  The gain on the sale of the realestate was recognized on the cost recovery method to first recognize the recoveryof the asset value, then recognize the gain as the proceeds are received.
Note 8 - Selected Quarterly Financial Data
The following is a summary of unaudited financial data regarding the Company'squarterly results of operations:
	   First	 Second	  Third	 Fourth
          2000            Quarter   Quarter  Quarter  Quarter   Total   
Loss before equity
  in income of local
  limited partnerships	$ (14,361)	$ (14,843)	$ (14,022)	$ (17,015)	$(60,241)
Equity in income of local
  limited partnerships	        0   28,500    8,054        0   36,554
Net income (loss)	$ (14,361)	$  13,657 	$  (5,968)	$ (17,015)	$ (23,687)
Income (Loss) per LP unit	$      (2)	$       2 	$      (1)	$      (3)	$      (4)
	   First	 Second	  Third	 Fourth
          1999            Quarter   Quarter  Quarter  Quarter   Total   
Loss before equity
  in income of local
  limited partnerships	$ (14,857)	$ (14,862)	$ (15,000)	$ (107,722)	$(152,441)
Equity in income of local
  limited partnerships	        0  (17,012)	 1,658,635   55,323 1,696,946
Net income (loss)	$ (14,857)	$ (31,874)	$1,643,635 	$ (52,399)	$1,544,505
Income (loss) per LP unit	$      (2)	$      (6)	$      282 	$      (9) 	$     265
URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)
INDEBTEDNESS OF RELATED PARTIES
                     December 31,                      
						  2000		  1999
 2000  	 Change	  1999    	 Change	  1998 
Advances to (repayment
  from) Local Limited
  Partnerships
Angeles No. 1	$      0	$      0	$      0 	$(10,492)	$ 10,492
Angeles No. 2 	       0       0       0  (3,574)	   3,574
				 	$      0	$      0	$      0	$(14,066) 	$ 14,066
The above advances are included in the balance sheet caption "Investments in andadvances to  Local Limited Partnerships accounted for on the equity method."  SeeNotes 5 and 6 to the financial statements.
        December 31,      
   2000      1999   
Indebtedness to general partner:
  Management fee payable to General Partner	$       0	$      833
  Advances from General Partner	$ 528,586	$  528,586
URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION OF LOCAL LIMITED PARTNERSHIPS
December 31, 2000
                                                                                                                                               	Life in Which
                                                                                                                                                	Depreciation
                                 			 			       		  in Latest
            				 Buildings 			   Date of 		   Income
                      Description            			    and    		Accumulated	Completion of	  Date	  Statement
     Partnership/Location     No. of Units  Land  Improvement   Total   DepreciationConstruction Acquired is Computed 
Lakewood Apartments
  Vinton, Virginia	108 apartments		$ 59,882	$ 1,744,700	$ 1,804,582	$ (1,488,341)	    1974	  1972	 3 to 35 years
The Villages, Ltd.
  Waco, Texas	250 apartments		 191,358  3,332,254  3,523,612  (3,126,209)	    1974	  1972	 6 to 25 years
				$251,240	$ 5,076,954	$ 5,328,194	$ (4,614,550)
				Buildings &	   Total	Accumulated
  Land  Improvement   Cost    Depreciation
	      Balance at January 1, 1999	$ 504,203	$10,037,839	$10,542,042	$ 7,318,855
	        Acquisitions		        0	    293,718	    293,718	          0
	        Dispositions		 (252,963)	 (5,242,500)	 (5,495,463)	 (2,959,377)
	        Depreciation expense		        0          0          0    207,307
	      Balance at December 31, 1999	  251,240	  5,089,057	  5,340,297	  4,566,785
	        Acquisitions		        0	     28,650	     28,650	          0
	        Dispositions		        0	    (40,753)	    (40,753)	     (5,728)
	        Depreciation expense		        0          0          0     53,493
	      Balance at December 31, 2000	$ 251,240	$ 5,076,954	$ 5,328,194	$ 4,614,550
URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)
MORTGAGE LOANS ON REAL ESTATE
December 31, 2000
            		Outstanding	  Gross	   Net
                    Description            	 Mortgage	Interest	 Interest 	  Gross	 Interest	   Net	Maturity	Balloon at	Insured
     Partnership/Location     No. of Units  Balance    Rate    Rate    Payment    Subsidy     Payment    Date   Maturity    By   
Lakewood Apartments	108 apartments	$1,086,301	  7.00%	 1.00%	$  10,197	$   (6,402)	$   3,795	Nov 2014	$     0	  HUD
  Vinton, Virginia
The Villages	250 apartments	 1,746,874	  7.00%	 7.00	   18,844         0   18,844	Jul 2016	      0	  HUD
  Waco, Texas
	 		$2,833,175			$  29,041	$   (6,402)	$  22,639