UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                               FORM 10-K

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

              For the fiscal year ended December 31, 1996

                                  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 registrant as specified in its charter)

          California                                         95-6448384     
State or other jurisdiction of                     (I.R.S. Employer   
incorporation or organization                      Identification No.)

1201 Third Avenue, Suite 5400, Seattle, Washington      98101 3076    
     (Address of principal executive offices)           (ZIP code)    

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 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 XXX        No      .


     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge in definitive proxy or 
information statements incorporated by 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
 of the Registrant as of December 31, 1996:  No established market value.

                                PART I
Item 1.  Business

     (a)   General Development of Business   Urban Improvement Fund
 Limited, a California limited partnership (the "Registrant"), was formed
 in 1972 for the purpose of investing, through Local Limited 
Partnerships (LLP's), in federally and state-assisted low and moderate
 income housing projects.  Units of Limited Partnership Interest were 
sold in a public offering to investors who required tax shelter for income
 from other sources.  The Registrant acquired equity interests as a limited
 partner in ten (10) such projects.  Four of these projects were sold through
 trustee's sales (foreclosures by the Secretary of Housing and Urban 
Development).  One of these properties, Mott Haven Apartments VI,
 was assigned to HUD.

Despite the efforts of the General Partner, the owners and managers of
 Mott Haven Apartments VI to preserve the development and provide 
decent and affordable housing, the financial stability of the development
 is threatened by the imminent expiration of the Section 8 loan 
management set-aside contracts and the likelihood that they will not be 
renewed on this property for federal budget and policy reasons.  HUD,
 the owners and the General Partner of Mott Haven Apartments VI 
believe that it is in the best interests of the development and its tenants
 that the projects be renovated and reconfigured, and that such result can
 best be accomplished through replacement of the existing management 
and ownership structure with community-based owners and managers. 
 The General Partner has taken steps to transfer the property of Mott 
Haven Apartments VI to HUD.

The Alms Hill Partnership is still in existence with a note receivable for 
the sales proceeds of the property.  The remaining four (4) properties plus
 the Alms Hill Partnership are described in Item 2 hereof. 

     (b) Financial Information about Industry Segment   
The Registrant is engaged in only one line of business.

     (c) Narrative Description of Business   The real estate business is 
highly competitive.  The Registrant 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 Registrant has invested in 
existing government-assisted housing projects.  

The outlook for subsidized housing is not determinable, given existing 
and proposed federal legislation.

     (d)  Financial information about foreign and domestic operations 
and export sales   The Registrant'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.  See financial 
information in Item 6, Selected Financial Data, in this report.

Item 2.  Properties
     The Registrant owns equity interests as a Limited Partner in the following
real estate projects as of December 31, 1996:

<TABLE>
<S>                             <C>             <C>                       <C> 
                                                                     1995
                                             No. of                Percent of
 Name                         Type           Units                 Occupancy
                       
Angeles Apts. No. 1
Los Angeles, California     236 Rehab.      94 Residential           92%

Angeles Apts. No. 2
Los Angeles, California     236 Rehab.     109 Residential           96%

Lakewood Apts
Vinton, Virginia            236 New        108 Residential           99%

The Villages                221(d)(3)      250 Residential          93%
Waco, Texas                 New
</TABLE>

   Mortgage indebtedness associated with each project is shown in 
Schedule XI of this report.

The following property was assigned to HUD at December 31, 1996:
<TABLE>
                                  <C>                <C>             <C>  
Mott Haven Apts. VI         236 Rehab.    184 Residential            99%
New York, New York                          1 Commercial

    The following is a description of each of the above listed properties:
ANGELES APARTMENTS NUMBER 1 consists of 94 residential units
 located in the southwest area of Los Angeles, California.  The project 
includes five two-story rehabilitated buildings with stucco exteriors.
</TABLE>

<TABLE>
<S>                                       <C>                        <C>
Number of Units                       Type        Average Size (Sq. Ft.)
      80                          Efficiency               414
      14                          1 Bedroom                618
</TABLE>

ANGELES APARTMENTS NUMBER 2 consists of 109 residential units
 located in the southwest area of Los Angeles, California.  The project 
includes five rehabilitated two- and three-story buildings with stucco 
exteriors.

<TABLE>
<S>                            <C>                          <C>
Number of Units           Type           Average Size (Sq. Ft.)
      80                Efficiency               413
      29                1 Bedroom                672
</TABLE>

LAKEWOOD APARTMENTS consists of 108 residential units located
on Route #24 in Vinton, Virginia.  The project includes nine two and 
one-half story buildings with wood siding.

<TABLE>
<S>                           <C>                                 <C>         
Number of Units           Type                 Average Size (Sq. Ft.)
     72                 2 Bedroom                         895
     36                 3 Bedroom                         948
</TABLE>

THE VILLAGES is 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.

<TABLE>
<S>                                 <C>                          <C>
Number of Units                  Type         Average Size (Sq. Ft.)
     80                       1 Bedroom               667
    119                       2 Bedroom               826
     51                       3 Bedroom               999
</TABLE>

The Registrant sold its equity interest as a limited partner in the following 
real estate project through a resyndication during August 1983:

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.

<TABLE>
 <S>                             <C>                          <C>
 Number of Units           Type            Average Size (Sq. Ft.)

    20                   Efficiency                405
   137                   1 Bedroom                 650
    43                   2 Bedroom                 775
    10                   Commercial              2,175
</TABLE>

The following property was assigned to HUD at December 31, 1996:

MOTT HAVEN APARTMENTS VI consists of 184 residential units
 and one commercial unit located in the Bronx, New York City, New 
York.  The project includes twelve five- or six-story rehabilitated 
brick buildings.

<TABLE>
 <S>                             <C>                          <C>
 Number of Units           Type            Average Size (Sq. Ft.)
       1                  Efficiency                 320
      46                  1 Bedroom                  490
      76                  2 Bedroom                  715
      32                  3 Bedroom                  905
      29                  4 Bedroom                  970
       1                  Commercial                 905
</TABLE>

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 the Registrant's Securities and Related Security 
            Holder Matters

    (a)  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.

  (b)  Holders   

<TABLE>
<S>                                <C>                        <C>      <C>               
    Title of         Name & Address of       Amount and Nature of    % of
     Class           Beneficial Owner        Beneficial Ownership    Class  

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

Limited Partner     350 Limited Partners             5,830 Units     100%
Interest                                             ($5,830,000)
</TABLE>

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

    (c)  There were no distributions to partners during 1996, 1995, 
1994, 1993 or 1992.

Item 6.  Selected Financial Data
    These statements do not include all disclosures required under 
generally accepted accounting principles; however, when read in 
conjunction with the related financial statements and notes thereto 
included under Item 8, the statements include all generally accepted 
accounting principles disclosures for the latest three years. 

<TABLE>
<S>                       <C>        <C>           <C>         <C>       <C>
                                          Year Ended December 31,               
                         1996       1995         1994         1993      1992

Interest income      $  1,455    $    118     $    263    $    380  $    628

Operating expenses:
  Management fee       40,000      40,000       40,000       40,000   40,000
   Other expenses      33,954      15,157       15,226       17,807   11,344
                   ----------    ---------    --------     --------  --------
                       73,954     55,157       55,226        57,807   51,344

Loss before equity in income of  Local 
Limited Partnerships  (72,499)     (55,039)    (54,963)     (57,427) (50,716)

Equity in income of Local Limited
   Partnerships       106,919       9,778        6,947      39,081   41,533

 Net income (loss)   $ 34,420     $(45,261)  $(48,016)    $(18,346) $ (9,183)

Allocation of net income (loss):
Net income (loss) allocated to
General Partners        $30          $(39)      $(42)        $(17)       $(8)
Net income (loss) allocated to
Limited Partners       34,390      (45,222)    (47,974)    (18,329)   (9,175)

                     $ 34,420    $(45,261)   $(48,016)  $(18,346)    $(9,183)

Net financial reporting income 
(loss) per unit:
General partnership units
(5 units outstanding allocated
to General Partner)    $6          $(8)        $(8)       $(3)           $(2)
Limited partnership units
(5,830 units outstanding allocated 
to Limited Partners)   $6          $(8)        $(8)       $(3)           $(2)

 Total assets     $59,063         $643        $6,009      $11,425    $19,509

Long term
obligations         $-0-          $-0-         $-0-        $-0-         $-0-

Cash distributions  $-0-          $-0-         $-0-        $-0-         $-0-
</TABLE>

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 
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.  The Partnership has advanced funds
 and received repayments of such advances from selected Local Limited 
Partnerships.  The General Partner believes these net advances will not 
significantly affect the operations of the Partnership.

<TABLE>
<S>                    <C>         <C>        <C>          <C>      <C>           
                      1996        1995       1994         1993     1992

Urban's share of
   distributions     $ 89,970    $  9,778  $  6,947    $ 29,466  $ 41,533

Advances (made to)
  repaid by  Local Limited
   Partnerships      $ 16,949    $    -0-   $    -0-   $  9,615  $    -0- 
</TABLE>

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 or $64,325. (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.)  This fee was not payable
during the first six years unless annual tax deductions plus cash distributions 
aggregated $550 per unit on a cumulative basis.  The required level of tax 
deductions was not achieved and, accordingly, the fee was not paid for those 
years.  However, fees of $240,000 were recorded as a liability to the 
General Partner.  Management fees payable totaling  $540,833 payable to the 
General Partner for subsequent years have been accrued because cash flow was not
sufficient to pay the fees.  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 
recevied 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, 1996, the Partnership had investments in four 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 1996, 1995 and 1994 is summarized as 
follows:

<TABLE>
<S>                                <C>               <C>                 <C>      
                                  1996              1995                1994

Net repayments from (advances to) Partnerships
    with zero investments:

    Angeles II               $  16,949         $     -0-           $     -0-

Distributions received from Partnerships
  with zero investments:

      Angeles II               45,903                 -0-                 -0-
     The Villages              36,013                 -0-               6,947
     Lakewood Apartments        8,054               9,778                 -0-

Equity in income of Local Limited 
   Partnerships             $ 106,919           $   9,778           $   6,947
</TABLE>

      The actual 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.  The rents have increased 
for inflation and operating costs.  In recent years, several 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 the profitable operations of these projects.  

Operating expenses have remained constant from 1992 through 1995.  
During 1996, the Partnership incurred additional costs of $18,254 for 
consulting service in connection with LIHPHRA and the transfer of the 
property of Mott Haven Apartments VI to HUD.


    Liquidity
       The Partnership is dependent upon distributions from its investments 
in Local Limited Partnerships for cash flow.  The Partnership may not be 
able to generate sufficient cash flow from operations or from distributions 
from its interests in Local Limited Partnerships to pay future obligations 
as they become due without additional financing or advances from the 
General Partner.  The General Partner is under no obligation to advance
additional funds to the Partnership.  The General Partner is monitoring 
the operations of the Local Limited Partnerships to ensure that 
sufficient cash will be received from the Local Limited Partnerships 
to sustain operations. The General Partner anticipates it will receive 
adequate distributions from the Local Limited Partnerships to maintain
operations.

    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, but no offers have been made.

     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 accounting principles 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 
Management Company. The Registrant  does not have directors as such.  
The following is a listing of the Directors of the General Partner of the 
Registrant.  These Directors are elected to serve one-year terms and 
until their successors are duly elected and qualified as directors.

<TABLE>
<S>                           <C>                            <C>                 
      Name                    Age                  Office             
Paul H. Pfleger                61              Director/President
John M. Orehek                 42              Director/Senior Vice President
</TABLE>

    (b)  The General Partner of the Registrant is Interfinancial Real 
Estate Management Company.  The Registrant does not have executive 
officers as such.  The following is 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 to serve until their successors 
are duly elected and qualified as executive officers. 

<TABLE>
<S>       <C>            <C>                                <C>                  
       Name              Age                   Office         
Paul H. Pfleger          61                Chairman of the Board
John M. Orehek           42                Senior Vice President
Michael Fulbright        42                Secretary
</TABLE>

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

    (f)  Section 20 of the Amended Certificate and Agreement of 
Limited Partnership of the Registrant 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 Registrant or its limited partners.  None  of the 
officers or directors of the General Partner of the registrant 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 registrant.
 
Item 11.  Executive Compensation
    (a)  The Registrant does not pay any salary or other remuneration 
to the officers of the General Partner of the Registrant.

    (b)  The Registrant 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 Registrant.

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

    (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 Registrant.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
    (a)  Security Ownership of Certain Beneficial Owners

  (b)  Holders                                       

<TABLE>
<S>                              <C>                     <C>           <C>
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
</TABLE>

    (b)  No officers or directors of the General Partner of the Registrant 
own a Partnership 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 
General Partner or security holder of the Registrant have a material interest.

  (b)    There are no transactions in which the directors of the General 
Partner have a material interest.

    (c)  There is no indebtedness of the management of the General Partner 
of the Registrant to the Registrant.

                             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, 1996 and 1995.

       Statements of Income for the years ended December 31, 1996, 
1995 and 1994.

       Statements of Changes in Partners' Capital for the years ended 
December 31, 1996, 1995 and 1994.

       Statements of Cash Flows for the years ended December 31, 
1996, 1995 and 1994.

       Notes to Financial Statements.

(a) 2. Financial Statement Schedules:

    IV Indebtedness of and to Related Parties

    XI Real Estate and Accumulated Depreciation and Amortization 
of Local Limited Partnerships.

    All other schedules are omitted because they are not applicable or 
the required information 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 five limited partnerships 
accounted for on the equity method have been omitted because 
combined financial statements are included in Note 5 to the 
financial statements.

(a) 3. Exhibits

       1.A.  Form of proposed Selling Brokers' Agreement, incorporated 
by reference from Registration Statement on Form S-11 filed 1972.

       3.A.  Amended Certificate and Agreement of Limited Partnership, 
incorporated by reference from  Registration Statement on Form S-11 
filed 1972.

    3.B.  Amendment to Certificate of Limited Partnership, 
incorporated by reference from Registration Statement on Form S-11 filed 1972.

    4.A. Subscription agreement for use prior to effective date of 
Registration  Statement, incorporated by reference from Registration 
Statement on Form S-11 filed 1972.

       4.B.  Application form to subscribe for Units,  incorporated by 
reference from Registration Statement on Form S-11 filed 1972.

      5.A.  Opinion and Consent of Counsel, incorporated by reference 
from Registration Statement on Form S-11 filed 1972.

       8.A.  Opinion and Consent of Tax Counsel, incorporated by 
reference from Registration Statement on Form S-11 filed 1972.

    10.A.    Copy of Agreement between Registrant, the General Partner 
and Income-Equities Corporation with respect to certain  commitments
made on behalf of the Registrant, incorporated by reference from 
Registration Statement on Form S-11 filed 1972.

    10.B.    Copy of Management Agreement between the Registrant
            and Income-Equities Corporation incorporated by reference 
            from  Registration Statement 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 1996.

 (c)Exhibits

    Form 12b-25

 (d)Financial Statement Schedules:

    IV Indebtedness of and to Related Parties

    XI Real Estate and Accumulated Depreciation and Amortization of 
Local Limited Partnerships.

    All other schedules are omitted because they are not applicable or 
the required information is included in the financial statements or 
the notes thereto.


                            SIGNATURES

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

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




Date:       08-20-97
By:        Paul H. Pfleger                               
           President      
           Interfinancial Real Estate Management Company 

Date:        08-20-97
By:       John M. Orehek                                
          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 Registrant and in the capacities and on the dates indicated.

Date:        08-19-97
By:          Paul H. Pfleger, Director
             Interfinancial Real Estate Management  Company


Date         08-19-97
By:          John M. Orehek, Director
             Interfinancial Real Estate Management Company.


<PAGE>
   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, 1996



URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)
Form 10-K   Items 14(a)(1) and (2)
Form 10-K   Item 14(d)


INDEX TO FINANCIAL STATEMENTS


The following financial statements of Urban Improvement 
Fund Limited are included in Item 8 and Item 14(a)(1)

    Independent auditors' report . . . . . . . . . . . . . . . . . . F-3

    Balance sheets at December 31, 1996 and 1995 .  . . . F-4

    Statements of income
       for the years ended December 31, 1996, 1995 and 1994. . F-5

    Statements of changes in partners' capital (deficit)
       for the years ended December 31, 1996, 1995 and 1994. . F-6

    Statements of cash flows
       for the years ended December 31, 1996, 1995 and 1994. . F-7

    Notes to financial statements. . . . . . . . . . . . . . . . . . F-8


The following financial statement schedules of Urban Improvement 
Fund Limited are included in Item 14(a)(2) and 14(d):

    IV.  Indebtedness of and to Related Parties. . . . . . . . . . .F-22

    XI.  Real Estate and Accumulated Depreciation of
           Local Limited Partnerships. . . . . . . . . . . . . . . .F-23

All other schedules are omitted because they are not applicable 
or the required information 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 four limited partnerships 
accounted for on the equity method have been omitted because 
combined financial statements are included in Note 5 to the 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 (a Limited Partnership) as of
December 31, 1996 and 1995, and the related statements of changes 
in partners' capital (deficit), income and cash flows for
the years ended December 31, 1996, 1995 and 1994 and the 
related schedules listed in Item  14(a)2 of the annual report on
Form 10-K of Urban Improvement Fund Limited for the years 
ended December 31, 1996, 1995 and 1994.  These financial
statements and financial statement schedules are the responsibility 
of the Partnership's management.  Our responsibility is to express 
an opinion on these financial statements and financial statement 
schedules based on our audits.  We did not audit two in 1996 
and three in 1995 of the financial statements of Urban Improvement 
Fund Limited's Local Limited Partnership investments whose 
combined financial statements are shown in Note 5.  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. 

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

In our opinion, based on our audits 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, 1996 and 1995,
and the results of its operations and its cash flows for the years 
ended December 31, 1996, 1995 and 1994, in conformity with
generally accepted accounting principles.  In addition, in our 
opinion, based upon our audits and the reports of other auditors, 
the financial statement schedules referred to above, when considered 
in relation to the basic financial statements taken as a whole, present 
fairly, in all material respects, the information required therein. 

The accompanying financial statements have been prepared 
assuming that Urban Improvement Fund Limited will continue
as a going concern.  As discussed in Note 2 to the financial statements, 
the Partnership's difficulty in generating sufficient cash flows to 
pay its obligations and its net capital deficiency raises substantial doubt 
about its ability to continue as a going concern.  Management's plans 
in regard to these matters are also described in Note 2.  The financial 
statements do not include any adjustments that might result from 
the outcome of this uncertainty. 


Atlanta, Georgia
June 4, 1997

URBAN IMPROVEMENT FUND LIMITED 
(A Limited Partnership)

BALANCE SHEETS

<TABLE>
<S>                                              <C>                      <C>       
ASSETS
                                                         December 31,
                                                1996                     1995    

 Cash and cash equivalents                  $   59,063                 $  643 

Investments in and advances to Local
  Limited Partnerships accounted for 
  on the equity method - Note 5                    -0-                   -0- 

                                            $   59,063                $  643


              LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Accounts payable                            $    4,000                 $ -0- 
Management fee payable   
Note 4 (Schedule IV)                           780,833               760,833 
Advance from General 
Partner (Schedule IV)                          558,586               558,586
  Distribution payable                             641                   641 

                                             1,344,060             1,320,060 
 
Partners' capital (deficit)   Note 3
  General Partners   
5 partnership units
  authorized, issued and outstanding          (1,103)                (1,133)
  Limited Partners   
5,830 partnership units 
authorized, issued and outstanding          (1,283,894)          (1,318,284)
                                            (1,284,997)          (1,319,417)
Commitments and contingent liabilities   
  Notes 2 and 4
                                           $   59,063           $      643 
</TABLE>


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

URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)

STATEMENTS OF INCOME


<TABLE>
<S>                          <C>                     <C>                  <C>
                                            Year Ended December 31,       
                            1996                    1995                  1994

Interest income      $    1,455              $      118            $      263 

Expenses:
Management fees Note 4    40,000                  40,000               40,000 
Other expenses            33,954                  15,157                15,226 
                          73,954                  55,157                55,226 
Loss before equity in
income of Local Limited 
Partnerships             (72,499)               (55,039)               (54,963)

Equity in income of
Local Limited
 Partnerships - Note 5    106,919                9,778                 6,947

Net income (loss)      $   34,420            $  (45,26)           $  (48,016)

Allocation of net
income (loss):
Net income (loss)
allocated to General
Partners              $       30             $    (39)            $     (42)
Net income (loss)
allocated to Limited
Partners                  34,390              (45,222)              (47,974)

                      $   34,420            $ (45,261)           $  (48,016)
Net financial
reporting income 
(loss) per unit:
General partnership
units (5 units
outstanding allocated
to General Partner)  $      6              $      (8)           $      (8)
Limited partnership
units (5,830 units
outstanding
allocated to Limited 
 Partners)            $     6              $     (8)            $      (8)
</TABLE>


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

<PAGE>
URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

<TABLE>
<S>                              <C>                 <C>               <C>    
                             General             Limited    
                             Partner            Partners             Total
Partners' capital
(deficit) at
January 1, 1994         $    (1,052)         $(1,225,088)       $(1,226,140)

Net loss   1994                (42)             (47,974)           (48,016)

Partners' capital
(deficit) at
December 31, 1994           (1,094)          (1,273,062)        (1,274,156)

Net loss   1995                (39)             (45,222)           (45,261)

Partners' capital
(deficit) at
 December 31, 1995          (1,133)          (1,318,284)        (1,319,417)

Net income   1996               30               34,390             34,420

Partners' capital
(deficit) at
 December 31, 1996     $    (1,103)         $(1,283,894)       $(1,284,997)
</TABLE>

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

<PAGE>
URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)

STATEMENTS OF CASH FLOWS
<TABLE>
<S>                                 <C>                <C>                <C>   
                                                  Year ended December 31,      
                                   1996               1995                1994
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)             $   34,420        $  (45,261)       $  (48,016)
 Adjustments to reconcile
 net income (loss) to net
 cash used by operating
 activities:
   Equity in net income
    of Local Limited
    Partnerships                (106,919)          (9,778)           (6,947)
Increase (decrease) in
 accounts payable,
 management fees payable
 and payable to affiliates        24,000          40,000             42,600 
  Total adjustments              (82,919)         30,222             35,653 
 Net cash used by operating
 activities                      (48,499)        (15,039)           (12,363)

CASH FLOWS FROM INVESTING ACTIVITIES:
Current year 
distributions received            89,970          9,778               6,947 
Net repayments from
(advances to) Local
Limited Partnerships              16,949            -0-                 -0- 
 Net cash provided by investing 
               activities        106,919          9,778               6,947 

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in
 distribution payable               -0-           (105)                -0- 
  Net cash used by financing
   activities                       -0-           (105)                -0- 

NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS        58,420          (5,366)             (5,416)

CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR                643           6,009              11,425 

CASH AND CASH EQUIVALENTS 
AT END OF YEAR               $   59,063      $      643          $    6,009 
</TABLE>
The Notes to Financial Statements are an integral part of these Statements.

<PAGE>
Note 1   Organization and Accounting Policies

  Organization

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

  Investment in Local Limited Partnerships

As of December 31, 1996, the Partnership has investments 
in four active real estate limited partnerships (Local
Limited Partnerships), which are accounted for on the 
equity method (Note 5).  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 the investment in a particular Local 
Limited Partnership is reduced to zero, unless the Partnership 
intends to commit additional funds to the Local Limited 
Partnership.  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, deducted when paid 
for income tax purposes (Note 2), are capitalized as 
costs of acquisition of the Local Limited Partnerships for 
financial reporting purposes.  These costs and other costs 
of acquisition are amortized using the straight-line method 
over the lives (fifteen to forty years) of the Local 
Limited Partnerships' properties.  Amortization is discontinued 
when the investment is reduced to zero.

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 extended for an additional 
five-year term to August 1, 1998, at which time the due 
date may be extended for an additional five year term at the
option of the maker of the installment obligation.  During the 
extension period, interest will accrue only to the extent of surplus 
cash.  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 made. 

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

<TABLE>
<S>                                <C>                <C>                 <C> 
                                  1996               1995                1994   
Repayments from (advances to) 
Partnerships with zero investments:
Angeles II                     $ 16,949           $    -0-          $    -0-

 Distributions received from
 Partnerships with zero
 investments:
  The Villages                   36,013                -0-             6,947
  Lakewood Apartments             8,054              9,778               -0-
    Angeles II                   45,903                -0-               -0-

    Equity in income of
    Local Limited
    Partnerships               $106,919          $  9,778           $  6,947
</TABLE>

Significant accounting policies followed by the Local Limited 
 Partnerships are summarized in Note 5.

    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 and Use of Estimates

The Partnership estimates that the aggregate fair value of all 
financial instruments at December 31, 1996 does not differ 
materially from the aggregate carrying values of its financial 
instruments recorded in the balance sheet.   These estimates 
are not necessarily indicative of the amounts that the Partnership 
could realize in a current market exchange.  The preparation of 
financial statements requires the use of estimates and 
assumptions.   Actual results could differ from those estimates.

    Cash Equivalents

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

Note 2   Future Operations

The Partnership's cash flow is insufficient to meet its current 
obligations, and the Partnership may not be able to generate 
sufficient cash flow to pay its obligations as they become due 
without additional financing or advances from the General 
Partner.  The General Partner is under no obligation to commit 
additional funds to the Partnership.  However, the General 
Partner is monitoring the operations of the Local Limited
Partnerships to ensure that sufficient cash will be received 
from the Local Limited Partnerships to sustain operations. 

  Note 3   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:

<TABLE>
<S>                               <C>                  <C>                <C>
                                                   December 31,  
                                 1996                  1995              1994   
Net income (loss) for
financial reporting
purposes                    $    34,420         $   (45,261)      $   (48,016)

Equity in deductions
taken by Local Limited
Partnerships for income
tax reporting purposes          (68,628)            374,945          327,027
 Other accrual adjustments       20,000              40,000           40,000 
Net income (loss) as reported
on the federal income tax
return                         $(14,208)          $ 369,684        $ 319,011 
</TABLE>

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

<TABLE>
<S>                                    <C>           <C>              <C>
                                                   December 31,               
                                      1996          1995             1994
Partners' capital (deficit) for
  financial reporting purposes    $(1,284,997)  $(1,319,417)      $(1,274,156)

Commissions and offering
 expenses capitalized for
 income tax reporting
 purposes and charged to
 capital for financial
 reporting purposes                  641,492       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                         (6,881,035)   (6,812,407)      (7,187,352)
   Other adjustments                 733,333       713,333          673,333 

Partners' capital (deficit)
 as reported on the federal
 incometax return                $(6,791,207)  $(6,776,999)     $(7,146,683)
</TABLE>

Note 4   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 or $64,325. (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.)  This fee was not 
payable during the first six years unless annual tax deductions plus 
cash distributions aggregated $550 per unit on a cumulative basis.  
The required level of tax deductions was not achieved
and, accordingly, the fee was not paid for those years. 
 However, fees of $240,000 were recorded as a liability to
the General Partner.  Management fees totaling $540,833 
payable to the General Partner for subsequent years have
been accrued because cash flow was not sufficient to pay 
the fees.  The Partnership will also pay the General
Partner a liquidation fee for the sale of projects.  The 
liquidation fee is the lesser of (i) ten percent of the net
proceeds to the Partnership from the sale of a project(s) 
or (ii) one percent of the sales price plus three percent
of the net proceeds after deducting an amount sufficient 
to pay long-term capital gains taxes.  No part of such fee
shall accrue or be paid unless:  (i) the limited partners' 
share of the proceeds has been distributed to them, (ii) the
limited partners shall have first received an amount equal 
to their invested capital attributable to the project(s) sold,
and (iii) the limited partners have received an amount 
sufficient to pay long-term capital gains taxes from the
 sale of the project(s), if any, calculated at the maximum
 rate then in effect. 

The General Partner of the Partnership is a corporation 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 1996, 1995 or 1994.  In addition,
as shown in the following table, PSI has become the 
General Partner in two of the Local Limited Partnerships in
which the Partnership has investments:

<TABLE>
<S>                                                     <C>
                                           Date PSI Became
Local Limited Partnership                    General Partner

Angeles Apartments Associates, No. 1       December 1975
Angeles Apartments Associates, No. 2       December 1975
</TABLE>

Note 5   Investments in and Advances to Local Limited 
Partnerships Accounted for on the Equity Method

The Partnership has 83.44 percent to 98 percent interests in 
profits and 83.44 percent to 100 percent interests in losses of
 the Local Limited Partnerships. Investments in  these Local Limited 
Partnerships were made in installments based typically on the stage 
of completion and/or occupancy.

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

<TABLE>
<S>                       <C>         <C>           <C>
                                 Equity In     
                  Capital        Income      
                 Contributions   (Losses)       Subtotal  
December 31, 1996:
Angeles No. 1      $216,629     $(335,778)     $(119,149)  
Angeles No. 2       225,664      (419,272)      (193,608) 
Lakewood Apts        36,699      (670,450)      (633,751) 
The Villages         88,463    (1,283,223)    (1,194,760) 

                 $  567,455   $(2,708,723)   $(2,141,268)
</TABLE>

<TABLE>
<S>                     <C>             <C>           <C>        <C>
                  Equity In                    Unamortized
                  Losses Not                    Costs of
                  Recorded        Advances     Acquisition      Total
December 31, 1996:
Angeles No. 1     $  76,588         $  -0-         $42,561        $-0-
Angeles No. 2       138,680          3,574          51,354         -0-
Lakewood Apts       570,044            -0-          63,707         -0-
The Villages       1,085,033           -0-         109,727         -0-

                  $1,870,345        $3,574        $267,349        $-0-
</TABLE>

<TABLE>
<S>                        <C>            <C>          <C> 
                                     Equity In                     
                      Capital          Income                      
                   Contributions      (Losses)     Subtotal   
December 31, 1995:
Angeles No. 1        $216,630      $(427,157)       $(210,527)   
Angeles No. 2         271,566       (485,192)        (213,626)     
Lakewood Apts          44,753       (716,080)        (671,327)      
Mott Haven VI         900,000     (4,385,743)      (3,485,743)  
The Villages          124,476     (1,202,800)      (1,078,324)  

                   $1,557,425    $(7,216,972)     $(5,659,547)
</TABLE>

<TABLE>
<S>                       <C>           <C>                <C>         <C>
                    Equity In                       Unamortized
                    Losses Not                       Costs of
                    Recorded       Advances        Acquisition       Total
December 31, 1995:
Angeles No. 1       $  167,966      $  -0-          $  42,561        $-0-
Angeles No. 2          141,749       20,523            51,354         -0-
Lakewood Apts          607,620         -0-             63,707         -0-
Mott Haven VI        3,363,483         -0-            122,260         -0-
The Villages           968,597         -0-            109,727         -0-

                    $5,249,415      $20,523          $389,609        $-0-      
</TABLE>

The combined balance sheets of the Local Limited Partnerships 
accounted for on the equity method at December 31, 1996 and 1995 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, 1996, 1995 and 1994 are summarized 
as follows:

COMBINED BALANCE SHEETS OF LOCAL LIMITED PARTNERSHIPS

Assets
<TABLE>
<S>                                          <C>                        <C>
                                                     December 31,       
                                            1996                       1995

Cash                                    $   196,457               $   287,957 
Cash in escrow and 
other restricted funds                   1,014,575                    983,143 
Accounts receivable                          9,957                     47,070 
Prepaid expenses                            46,624                    269,875 
Other assets (net of 
accumulated amortization)                   41,954                     44,039 
                                         1,309,567                  1,632,084

Property on the basis of cost:
  Land                                     504,203                   635,203 
  Buildings and improvements             8,752,334                14,604,098
                                         9,256,537                15,239,301 
  Less accumulated depreciation         (6,712,551)              (11,510,510)
                                         2,543,986                 3,728,791 

                                       $ 3,853,553              $ 5,360,875 
</TABLE>
              Liabilities and Partners' Capital (Deficit)
<TABLE>
<S>                                            <C>                     <C>
Mortgage notes payable                 $ 5,467,487              $9,934,153 
Accounts payable and 
accrued expenses                           137,290                 621,601 
Advances from Urban 
Improvement Fund Limited                     3,574                  20,523 
Advances from general partners                 -0-                 298,000 
Notes payable                              371,970                 322,321 
Tenants' security and 
other deposits                              77,135                 117,790 
                                         6,057,456              11,314,388 

Partners' capital (deficit) per accompanying
   statements                          (2,203,903)              (5,953,513)

                                      $ 3,853,553             $ 5,360,875
</TABLE>


COMBINED STATEMENTS OF OPERATIONS OF LOCAL LIMITED PARTNERSHIPS

<TABLE>
<S>                              <C>                <C>                  <C>
                                            Year Ended December 31       
                                1996               1995                 1994    
REVENUE:
  Net rental income            $4,628,178        $4,805,244       $4,701,030 
  Financial income                 37,536            42,713           23,183 
  Other income                     57,364            53,572           50,975 
   Total revenue                4,723,078         4,901,529        4,775,188 

EXPENSES:
  Administrative                  753,077           840,321          826,470 
  Utilities                     1,077,002         1,062,615        1,102,551
  Operating                     1,587,296         1,345,235        1,428,025
Taxes and insurance               833,331           814,873          651,524
  Financial                       267,134           269,240          308,766 
  Depreciation                    505,508           525,461          523,503
  Other                             2,574             2,445              740 
 Total expenses                 5,025,922         4,860,190        4,841,579

Income (loss) before gain on transfer 
of property to HUD               (302,844)           41,339         (66,391)

Gain on transfer of property
   to HUD                       4,146,899               -0-              -0- 

Net income (loss)              $3,844,055        $   41,339      $  (66,391)
</TABLE>

Amortization of capitalized interest was $32,716 in 1996, 1995 and 1994.


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

<TABLE>
<S>                               <C>          <C>           <C>         <C>
                                Urban   
                             Improvement     Other  
                                Fund        Limited      General   
                               Limited      Partners     Partners       Total
Partners' capital (deficit)
  at January 1, 1994       $(5,620,938)    $(50,789)    $(239,444)  $(5,911,171)
Net income (loss)1994          (62,665)        (434)       (3,292)      (66,391)
Distributions 1994              (6,947)        (219)         (146)       (7,312)
Partners' capital (deficit)
  at December 31, 1994      (5,690,550)     (51,442)     (242,882)   (5,984,874)
Net income (loss) 1995          40,781        5,530        (4,972)       41,339 
Distributions 1995              (9,778)        (100)         (100)       (9,978)
Partners' capital (deficit)
  at December 31, 1995      (5,659,547)     (46,012)     (247,954)   (5,953,513)
Net income (loss) 1996       3,608,249         (418)      236,224     3,844,055
Distributions 1996             (89,970)      (1,705)       (2,770)      (94,445)
Partners' capital (deficit)
  at December 31, 1996     $(2,141,268)   $ (48,135)  $ (14,500)   $(2,203,903)
</TABLE>

STATEMENTS OF CASH FLOWS OF 
LOCAL LIMITED PARTNERSHIPS

<TABLE>
<S>                                      <C>           <C>               <C>     
                                                 Year Ended December 31,      
                                        1996          1995              1994
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                 $ 3,844,055   $   41,339         $ (66,391)
  Adjustments to reconcile net income
    (loss) to net cash provided by
    operating activities:
      Gain on transfer of 
       property to HUD               (4,146,899)         -0-              -0-
      Depreciation                      503,424      525,461           523,503 
      Decrease (increase) in escrows and 
        other restricted funds, receivables, 
        prepaid expenses and
        other assets                        417       24,780        (290,251)
      Increase (decrease) in accounts pay-
        able, accrued expenses, tenant 
        security deposit liability and
        other liabilities                64,657      (27,206)          43,742
          Total adjustments          (3,578,401)     523,035          276,994 
            Net cash provided by operating 
              activities                265,654      564,374           210,603

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 (105,956)    (208,125)        (168,068)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Mortgage principal 
  payments                             (164,454)    (237,232)        (221,239)
  Distributions paid                    (94,445)      (9,978)          (7,312)
  Advance from (repayment 
   to) general partner                  (25,000)      25,000             -0- 
  Repayments of advances from 
   affiliates net                       (16,949)        -0-            (3,213)
  Increase in notes payable              49,649         -0-               -0- 
            Net cash used by financing
              activities               (251,199)    (222,210)         (231,764)

NET INCREASE (DECREASE) 
            IN CASH                    (91,500)       134,039         (189,229)

CASH BALANCE AT BEGINNING 
           OF YEAR                     287,957        153,918         343,147 

CASH BALANCE AT 
         END OF YEAR                  $ 196,457     $  287,957     $  153,918 


SUPPLEMENTAL INFORMATION REGARDING INTEREST
  PAYMENTS IS AS FOLLOWS:

    Interest paid                     $ 181,178    $  212,888       $ 266,367 
</TABLE>

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

<TABLE>
<S>                                  <C>            <C>                  <C>
                                            Year Ended December 31,  
                                    1996           1995                 1994    

Combined net income 
(loss) for  financial 
reporting purposes              $3,844,055         $   41,339      $  (66,391)

Differences between depreciation 
  for income tax reporting 
  purposes and depreciation 
   for financial reporting 
   purposes                     382,858               338,707         346,895

Gain on transfer of 
     property to HUD         (4,146,899)                -0-              -0- 

Accrual adjustments 
  for financial reporting 
   purposes                    (30,388)              20,165           69,841 

Combined net income 
  (loss) as reported on the 
  federal income tax 
   returns                   $   49,626          $  400,211       $  350,345 
</TABLE>

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

<TABLE>
<S>                                  <C>              <C>                <C>
                                                  December 31,   
                                    1996             1995               1994

Combined partners' 
capital (deficit) for 
financial reporting purposes  $(2,203,903)      $(5,953,513)      $(5,984,874)

Gain on transfer 
of property to HUD             (4,146,899)            -0-                -0- 

Carrying costs during construction
  capitalized for financial reporting
  purposes, excess of depreciation
  for income tax reporting 
  purposes and accrual 
  adjustments for financial 
  reporting purposes             (799,275)       (1,060,003)      (1,420,964)

Combined partners' capital (deficit)
  as reported on the federal income 
   tax returns                $(7,150,077)      $(7,013,516)     $(7,405,838)
</TABLE>

  Cost of Buildings

For financial reporting purposes, the Local Limited Partnerships 
generally capitalized all project costs, including payments to the 
general partners, interest, 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.

  Depreciation of Properties

For financial statement purposes, depreciation is generally 
computed using the straight-line method over useful lives of 
twenty-five to forty 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, and certain rehabilitation costs 
were amortized using the straight-line method over sixty months 
under the provisions of Section 167(k) of the Internal 
Revenue Code.  The Section 167(k)  rehabilitation costs for 
the Local Limited Partnerships have been fully depreciated 
for income tax reporting purposes. 

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.

  Mortgage Notes Payable

The Partnerships have mortgages which are payable to 
or are insured by the Department of Housing and Urban
Development (HUD) totaling $5,467,487 at December 
31, 1996 and $9,934,153 at December 31, 1995.  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
$46,124 over periods of forty years.  HUD makes interest 
assistance payments on the mortgages insured under
Section 236 which effectively reduce the mortgage payments 
to those required for mortgages carrying a one percent
interest rate.

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

<TABLE>
<S>       <C>                <C> 
         1997        $   176,343
         1998            189,092
         1999            202,759
         2000            217,508
         2001            233,135
       Beyond          4,448,650

                      $5,467,487
</TABLE>

  Notes Payable

Notes payable include residual receipts notes of $322,321 that 
are payable to the former General Partner of two Local Limited 
Partnerships.  The residual receipts are non-interest bearing, 
subordinated to allocable distributions to partners and are due 
after liquidation of the HUD-insured mortgages.  A Local Limited 
Partnership has a low interest rate flexible subsidy note payable 
in the amount of $49,649.  The note can be repaid from surplus 
cash through 1998 with the balance due in 2012.

  National Housing Act Subsidies and Restrictions

Under terms of the regulatory agreements with HUD, the 
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, 1996, approximately $653,000 could 
be paid to partners of the Local Limited Partnerships 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.

All of the Local Limited Partnerships have entered into rent 
supplement and/or 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 
1996 and 1995, the Local Limited Partnerships received 
approximately $3,259,000 and $3,231,000, respectively,
 in rent supplement and Section 8 funds.

  Management

The Local Limited Partnerships have entered into property management  
contracts with various agents under which the agents are paid property
management fees of approximately six percent to eleven and one-half
percent of the gross revenues of the respective projects.  Most of the
agents are affiliated with the General Partners of the Local Limited
Partnerships.

Note 6   Investment in Mott Haven Associates Number VI

Mott Haven Associates Number VI generated negative cash flows during
1995 and the mortgage note was assigned to HUD.  Despite the efforts of
the General Partners, the owners and managers to preserve the development
and provide decent and affordable housing, the financial stability of the
development is threatened by the imminent expiration of the Section 8 loan
management set-aside contracts and the likelihood that they will not be
renewed on this property for federal budget and policy reasons.  HUD, the
owners and the General Partners believe that it is in the best interests of
the development and its tenants that the projects be renovated and
reconfigured, and that such result can best be accomplished through
replacement of the existing management and ownership structure with
community-based owners and managers.  The General Partner has taken steps
to transfer the property to HUD.

For financial reporting purposes, the Partnership has recorded the
disposition of its investment in Mott Haven Associates Number VI during
November 1996.  The components of the gain on the transfer of property to
HUD is summarized as follows:

      Assets transferred:
<TABLE>
<S>                                                                    <C>
        Cash                                                   $    24,302 
         Cash in escrow and other restricted funds                 111,818 
        Accounts receivable                                         36,239 
        Prepaid expenses                                            82,543 
        Other assets
        Property on the basis of cost                            6,088,720 
        Accumulated depreciation                                (5,301,383)
                                                                 1,042,239 
</TABLE>

      Liabilities transferred:
<TABLE>
<S>                                                                   <C>          
        Mortgage note payable                                   4,302,212 
         Accounts payable and accrued expenses                    574,318 
        Advance from general partner                              273,000 
         Tenant security and other deposits                        39,608 
                                                                5,189,138 

Gain on transfer of property to HUD                           $ 4,146,899 
</TABLE>

The General Partner believes that if the Partnership did not consent to the
Workout Agreement (transfer of property to HUD), it is more likely than
not that HUD would take the necessary steps to sell the property at a
foreclosure sale during 1997.  Such a foreclosure sale will most probably
not result in the return of any cash to the  Limited Partners but would
result in the recognition of a significant taxable gain by each limited
partner.  The taxable gain for the limited partners or Urban Improvement
Fund Limited in the aggregate is estimated to be $3,899,695 or approximately
$669 for each unit.  This gain would be passive in nature and could be
offset by any suspended passive loss carryforwards.  It is estimated that
the maximum tax due on this gain would total approximately $1,502,258 for
all limited partners or $258 per unit. 

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, 1998.  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.

URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)

SCHEDULE IV

INDEBTEDNESS OF RELATED PARTIES
<TABLE>
<S>                        <C>              <C>       <C>        <C>     <C>
                                              December 31,                      
                                           1996                 1995
                           1996          Change      1995      Change   1994 

Advances to (repayment from) Local
  Limited Partnerships

Angeles No. 2           $ 3,574        $(16,949)    $20,523    $-0-   $20,523              
</TABLE>

The above advances are included in the balance sheet caption "Investments
in and advances to  Local Limited Partnerships accounted for on the equity
method."  See Note 5 to the financial statements. 

<TABLE>
<S>                                         <C>                       <C>
                                                     December 31,      
                                           1996                       1995   
Indebtedness to general partner:

Management fee payable 
          to General Partner           $  780,833                $  760,833

  Advances from 
           General Partner              $  558,586               $  558,586     
</TABLE>
 
URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)

Schedule XI

REAL ESTATE AND ACCUMULATED DEPRECIATION OF LOCAL
LIMITED PARTNERSHIPS

December 31, 1996

<TABLE>
<S>           <C>                               <C>                     <C> 
                                                                Outstanding
  Description                                                     Mortgage
Partnership/Location                      No. of Units            Balance   
        
Angeles Apartments                                                         
Assoc. No.1
Los Angeles, California                 94 apartments           $   962,017

Angeles Apartments 
Assoc. No.2   
Los Angeles, California                109 apartments            1,149,704

Lakewood Apartments
  Vinton, Virginia                     108 apartments            1,247,516  
 
The Villages, Ltd.
  Waco, Texas                          250 apartments            2,108,250

                                                               $ 5,467,487
</TABLE>


<TABLE>
<S>                            <C>         <C>         <C>             <C>
                                     Buildings
                                       and                      Accumulated
Partnership/Location          Land   Improvement      Total     Depreciation

Angeles Apartments 
Assoc. No.1
Los Angeles, California   $144,046   $1,675,725     $1,819,771  $(1,139,946)

Angeles Apartments 
Assoc. No.2   
Los Angeles, California    108,917   2,047,706       2,156,623   (1,398,947)

Lakewood Apartments
  Vinton, Virginia          59,882    1,729,845      1,789,727  (1,331,613)

The Villages, Ltd.
  Waco, Texas              191,358    3,299,058      3,490,416  (2,842,045)

                          $504,203   $8,752,334     $9,256,537 $(6,712,551)
</TABLE>

<TABLE>
<S>                                <C>               <C>                 <C>
                                                               Life in Which
                                                                Depreciation
                                                                  in Latest
                            Date of                                Income
                           Completion of         Date             Statement
Partnership/Location       Construction          Acquired       is Computed   
Angeles Apartments 
Assoc. No.1
Los Angeles, California        1974                1972        10 to 40 years

Angeles Apartments 
Assoc. No.2   
Los Angeles, California        1974               1972         5 to 30 years

Lakewood Apartments
  Vinton, Virginia             1974               1972         3 to 35 years

The Villages, Ltd.
  Waco, Texas                  1974                1972         6 to 25 years
</TABLE>

<TABLE>
<S>                   <C>                 <C>             <C>            <C>
                                   Buildings &          Total     Accumulated             
                     Land         Improvement            Cost    Depreciation

Balance at 
January 1, 1995    635,203         14,395,973       15,031,176     10,985,049
Acquisitions          -0-             208,125         208,125         525,461

Balance at 
December 31, 1995    635,203         14,604,098     15,239,301     11,510,510
Acquisitions           -0-             105,956         105,956        503,424
Assignment of 
mortgage to HUD--
Mott Haven 
Associates No. 6   (131,000)      (5,957,720)      (6,088,720)    (5,301,383)

Balance at 
December 31, 1996   $504,203     $ 8,752,334    $ 9,256,537    $  6,712,551
</TABLE>

  Note-- Capital improvements since original construction or rehabilitation
are not material to the combined financial statements and, as such, are not
disclosed separately.  The financial statement category of buildings and
improvements is composed substantially of cost plus the initial renovation
upon acquisition.  The total cost of land and buildings for federal income
tax reporting purposes is approximately $8,639,000.