UNITED STATES

      SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

         For the fiscal year ended December 31, 2002

                     OR

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

For the transition period from _________ to ________.

Commission File Number 2-43162

                    URBAN IMPROVEMENT FUND LIMITED

(Exact name of small business issuer (Issuer) as specified
in its charter)

          California                      95-6398192
State or other jurisdiction of        (I.R.S. Employer
incorporation or organization        Identification No.)

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

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

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

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


Indicate by check mark whether the issuer (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for
the past 90 days.  Yes   X     No      .

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

State issuer's revenues for its most recent fiscal
year.   $8,610

State the aggregate market value of the voting partnership
interests held by non-affiliates computed by reference to
the price at which the partnership units were sold, or the
average bid and asked prices of such partnership units as
of December 31, 2002.  No market exists for the limited
partnership units of the Issuer, and, therefore, no
aggregate market value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE
None

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


PART I

Item 1.  Business

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

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

The Partnership's business is to hold limited partnership
interest in local limited partnerships, each of which owns
and operates a multifamily rental housing property
("Properties") which receives one or more forms of
assistance from the federal government.  There is a local
general partner for each Local Limited Partnership and the
Partnership is the principal limited partner.  As a limited
partner, the Partnership's liability for obligations of the
Local Limited Partnerships is limited to its investment,
and the Partnership does not exercise control over the
activities of the Local Limited Partnerships in accordance
with the partnership agreements.  See "Item 6 Management's
Discussion and Analysis or Plan of Operations" for
information relating to the Partnership's rights and
obligations to make additional contributions or loans to
Local Limited Partnership.

The Partnership acquired equity interests as a limited
partner in ten (10) local limited partnerships.  Prior to
2002, five of these projects were sold through trustee's
sales (foreclosures by the Secretary of Housing and Urban
Development).  The assets of three additional properties
have been sold.  However, the Alms Hill Partnership, one
of the local limited partnerships, is still in existence
with a note receivable for the sales proceeds of the
property. The remaining two properties plus the Alms Hill
Partnership are described hereof.

The Partnership's investment objectives are to:

(1) preserve and protect Partnership capital;

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

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

The Partnership does not have any employees.  Services are
performed for the Partnership by Interfinancial Real Estate
Management Company (the General Partner) and agents
retained by the General Partner.

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

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


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


Lakewood Apartments              95%       108 residential
  Vinton, West Virginia

The Villages                     95%        250 residential
  Waco, Texas


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

Lakewood Apartments         Section 236           108
  Vinton, West Virginia

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

                                 Occupancy Percentage
                                 For the Year Ended
Property Name, Location             December 31,
And Partnership Name             2002         2001

Lakewood Apartments               99%          98%
  Vinton, West Virginia

The Villages                      93%          91%
  Waco, Texas

Regulation of Affordable Housing - General

The real estate business is highly competitive.  The Issuer
competes with numerous established apartment owners and
real estate developers of low-income housing having greater
financial resources.  There is additional risk of new
construction occurring in areas where the Issuer has
invested in existing government-assisted housing projects.
Moreover, the outlook for subsidized housing is not
determinable, given existing and proposed federal
legislation.  The Issuer's income is entirely dependent
upon revenues received from the limited partnerships in
which it is a limited partner.  Investment in federally-
assisted housing is subject to significant regulations.
These regulations limit, among other things, the amount of
return allowed on the initial equity investment, the manner
in which such properties may be sold, and the persons to
whom such properties may be sold.

In 1987, fearing the loss of affordable housing units,
Congress passed emergency legislation which prohibited
prepayment of all FHA insured Section 236 or Section
221(d)(3) mortgages.  Congress passed additional
legislation in 1990 known as LIHPRHA (the Low Income
Housing Preservation and Resident Homeownership Act).
However, by 1995, Congress had determined the program was
too expensive to continue. In March 1996, Congress changed
the compensation program, severely limited funding, and
restored the property owners' right to prepay the FHA
mortgages and change the use of the properties under
legislation known as the Housing Opportunity Program
Extension Act of 1996.  The General Partner of the
Partnership has initiated steps to ensure that the Local
Limited Partnerships comply with the provisions of LIHPRHA
and subsequent legislation.

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

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

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

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

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

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

HUD Approval and Enforcement

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

Laws Benefiting Disabled Persons

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

Environment

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

Item 2.  Properties

The Issuer owns equity interests as a Limited Partner in
the following real estate projects as of December 31, 2002:

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

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

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

Occupancy Rates

   Partnership                2002         2001

Lakewood Apartments            99%          98%
The Villages                   93%          91%

Average Annual Rental Per Unit

   Partnership                  2002       2001

Lakewood Apartments           $ 5,576   $ 5,286
The Villages                  $ 7,989   $ 7,508

Property Real Estate Taxes

   Partnership                   2002       2001

Lakewood Apartments            $29,737    $29,548
The Villages                   $71,828    $67,213

Federal Tax Basis Information

                        Federal      Original Building
Partnership            Tax Basis       Method  Life

Lakewood Apartments    $1,549,693        SL    20-35

The Villages           $3,548,944        SL    25-39


                   Bldg. Improvements   Personal Property
Partnership          Method  Life         Method  Life

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

Item 3.  Legal Proceedings

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

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

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

                     Part II

Item 5.  Market for Common Equity and Related Partnership
Matters

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

During the year ended December 31, 2002, an affiliate of
the General Partner purchased 50 units at an average price
of $1 per unit.  In addition, 7 partners transferred 70
units to individuals or entities.  The Partnership does not
have any details regarding the purpose or consideration
involved in these transfers.  These types of transfers are
usually a result of the following actions:

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

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

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

4. The interest is gifted to a charitable organization.

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

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

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

Interfinancial Real Estate Management Company owned 206
units of limited partnership interest at December 31, 2002.
An affiliate of the General Partner owns 118 units of
limited partnership interest.

There have been no cash distributions to partners during
the year ended December 31, 2002 or 2001.  Distributions
can only be paid from available cash flow.

Item 6.  Management's Discussion and Analysis or Plan of
Operation

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

Liquidity

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

The two Local Limited Partnerships have regulatory
agreements which restrict distributions to the computation
of surplus cash.  The computation of surplus cash is
calculated by subtracting accounts payable and accrued
expenses from cash on hand at the end of the year.

During the period 2002 and 2001, cash distributions from
Local Limited Partnerships totaled $7,956 in 2002 and
$21,332 in 2001.  These funds were utilized to fund
operations and repay General Partner Advances.  The General
Partner anticipates it will receive adequate distributions
from the Local Limited Partnerships to maintain operations.

At December 31, 2002, the Partnership had advances from the
General Partner of $528,586. The Partnership has used
excess cash to repay management fees and these types of
obligations in the past, and the General Partner expects to
continue making payments as cash is available.

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

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

Capital Resources

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

The Partnership has had inquiries about the sale or
exchange of properties in its portfolio.  During 1999, the
Partnership sold Angeles I and Angeles II.  These
properties were not exchanged in a tax free transaction.

The Partnership has made no material commitments for
capital expenditures.

Results of Operations

The Partnership has followed the practice of investing
available funds not used in the purchase of properties or
in operations into short-term investments.  Interest income
resulted from such short-term investments.  The Partnership
is dependent upon interest earned and the distributions and
repayment of advances from Local Limited Partnerships for
cash flow.  As shown in the table below, the Partnership
has received distributions in recent years.  This trend is
expected to continue.

                                     2002      2001

Urban's share of distributions    $  7,956   $ 21,332

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

Under the terms of the Limited Partnership Agreement (as
amended), the Partnership is required to pay the General
Partner an annual management fee equal to three-tenths of
one percent of invested assets.  The fee will not be more
than fifty percent of the Partnership's annual net cash
flow, as defined, subject to an annual minimum of $40,000.
During 2002 and 2001, the Partnership recorded management
fee expense of $40,000 and paid these fees from cash on
hand.  Most of the cash on hand was realized from the sales
of local limited partnerships in prior years.

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

At December 31, 2002, the Partnership had investments in
two active real estate limited partnerships as a Limited
Partner.  The Partnership carries such investments on the
equity method of accounting.  The Partnership discontinues
recording losses for financial reporting purposes when its
investment in a particular Local Limited Partnership is
reduced to zero, unless the Partnership intends to commit
additional funds to the Local Limited Partnership.  At
year-end, all of the investments were reduced to zero.  The
equity in income in Local Limited Partnerships resulted
from either Local Limited Partnerships, whose investments
have not been reduced to zero, reporting income from
operations and/or Local Limited Partnerships, whose
investments have been reduced to zero, who paid
distributions or repaid an advance. Additional advances to
Local Limited Partnerships, after an investment is reduced
to zero, are recorded as losses.  The components of the
Partnership's equity in net income of the Local Limited
Partnerships for 2002 and 2001 is summarized as follows:

                                 2002           2001
Distributions received from
Partnerships with zero
investments:
    Angeles I                 $      0       $  6,689
    Angeles II                       0          6,589
    Lakewood Apartments	         7,956          8,054

Equity in income of Local
Limited Partnerships          $  7,956       $ 21,332

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

Recent Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation No. 46
("FIN46"), Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51.  FIN 46 requires certain
variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors
in the entity do not have the characteristics of a
controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities
without additional subordinated financial support from
other parties.  FIN 46 is effective for all new variable
interest entities created or acquired after January 31,
2003.  For variable interest entities created or acquired
prior to February 1, 2003, the provisions of FIN 46 must be
applied for the first interim or annual period beginning
after June 15, 2003.  The Partnership is currently
evaluating the effect, if any, that the adoption of FIN 46
will have on its results of operations and financial
condition.

Item 7.  Financial Statements

Urban Improvement Fund Limited

List of Financial Statements

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

Balance Sheet - December 31, 2002

Statements of Operations - Years ended December 31, 2002
and 2001

Statements of Changes in Partners' Capital (Deficit) -
Years ended December 31, 2002 and 2001.

Statements of Cash flows - Years ended December 31, 2002
and 2001

Notes to Financial Statements


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


                 INDEPENDENT AUDITOR'S REPORT


To the Partners
Urban Improvement Fund Limited

I have audited the accompanying balance sheet of Urban
Improvement Fund, Limited (a Limited Partnership) as of
December 31, 2002, and the related statements of
operations, changes in partners' capital (deficit) and cash
flows for the years ended December 31, 2002 and 2001.
These financial statements are the responsibility of the
Partnership's management. My responsibility is to express
an opinion on these financial statements based on my
audits.  I did not audit the financial statements of the
two Urban Improvement Fund Limited's Local Limited
Partnership investments whose combined financial statements
are shown in Note 4.  These statements were audited by
other auditors whose reports have been furnished to me, and
my opinion, to the extent it relates to the amounts
included for these Local Limited Partnership investments,
is based solely on the reports of the other auditors.
Urban Improvement Fund Limited's investment in these
partnerships has been reduced to zero.

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

In my opinion, based on my 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, 2002, and the results of its operations and its cash
flows for the years ended December 31, 2002 and 2001, in
conformity accounting principles generally accepted in the
United States of America.




                               /s/Kenneth W. Bryant,
                           Certified Public Accountant





Atlanta, Georgia
April 2, 2003

                   INDEPENDENT AUDITORS' REPORT



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

I have audited the accompanying balance sheet of Lakewood
Apartments (A Limited Partnership), as of December 31, 2002
and the related statements of income, changes in partners'
equity and cash flows for the year then ended.  These
financial statements are the responsibility of the
Partnership's management.  My responsibility is to express
an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Lakewood Apartments Limited Partnership, as of
December 31, 2002, and the results of its operations
changes in partners' equity and its cash flows for the year
then ended in conformity with accounting principles
generally accepted in the United States of America.

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

The accompanying supplementary information shown on pages
15 to 19 are presented for the purpose of additional
analysis and are not a required part of the basic financial
statements of Lakewood Apartments Limited Partnership.
Such information has been subjected to the auditing
procedures applied in the audit of the basic financial
statements and, in my opinion, is fairly stated in all
material respects in relation to the basic financial
statements taken as a whole.


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


Arlington, Virginia
February 10, 2003

                  INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheet of The
Villages LTD., Project No. 112-35035 LD, (a limited
partnership) as of December 31, 2002, and the related
statements of income, changes in partners' equity and cash
flows for the year then ended. These financial statements
are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of The Villages LTD. at December 31, 2002, and the
results of its operations, changes in partners' equity and
its cash flows for the year then ended in conformity with
generally accepted accounting principles applied on a basis
consistent with that of the preceding year.

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

In accordance with Government Auditing Standards and the
Consolidated Audit Guide for Audits of HUD Programs, issued
by the U.S. Department of Housing and Urban Development, we
have also issued a report dated January 26, 2003 on our
consideration of the partnership's internal control
structure and reports dated January 26, 2003 on its
compliance with specific requirements applicable to major
HUD programs, and specific requirements applicable to Fair
Housing and Non-Discrimination.

Our audit was conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The supporting data included in this report (shown on pages
16 to 20) is presented for the purpose of additional
analysis and is not a required part of the basic financial
statements of the Partnership.  Such information has been
subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the
financial statements taken as a whole.


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

Azle, Texas
January 26, 2003



URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)

BALANCE SHEET

December 31, 2002




                         ASSETS

Cash and cash equivalents                $   42,882
Investments in and advances
 to Local Limited Partnerships
  accounted for on the equity
 method - Note 4                                  0

                                         $   42,882


	LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Advance from General Partner             $  528,586
Distribution payable                            642
                                            529,228

Partners' capital (deficit) - Note 2
 General Partners - 5 partnership
 units authorized, issued and
 outstanding                                   (414)
  Limited Partners - 5,830 partnership
  units authorized, issued and
  outstanding                              (485,932)
                                           (486,346)

Commitments and contingent
 liabilities - Notes 6 and 7             $   42,882















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,
                                       2002       2001

Interest income                    $      654   $   5,163

Expenses:
 Management fees - Note 3              40,000      40,000
 Other expenses                        21,151      21,769
                                       61,151      61,769
Loss before equity in income of
 Local Limited Partnerships           (60,497)    (56,606)
Equity in income of Local Limited
 Partnerships - Note 4                  7,956      21,332

Net income (loss)                  $  (52,541) $  (35,274)

Allocation of net income (loss):
 Net income (loss) allocated to
  General Partners                 $      (46) $      (31)
 Net income (loss) allocated to
  Limited Partners                    (52,495)    (35,243)

                                   $  (52,541) $  (35,274)
Net financial reporting income
 (loss) per unit:
  General partnership units
   (5 units outstanding
   allocated to General Partner)    $       (9) $       (6)
  Limited partnership units
   (5,830 units outstanding
   allocated to Limited Partners)   $       (9) $       (6)









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, 2001    $     (337)  $ (398,194)  $ (398,531)

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

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

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

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


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,
	   2002      2001
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net income (loss)              $  (52,541)   $  (35,274)
Adjustments to reconcile
 net income (loss) to net
 cash used by operating
 activities:
Equity in net income of
 Local Limited
 Partnerships                        (7,956)     (21,332)
Increase (decrease) in
 accounts payable,
 management fees payable
 and payable to
 affiliates                          (2,334)     (11,566)
Total adjustments                   (10,290)     (32,898)
Net cash used by
 operating activities               (62,831)     (68,172)

CASH FLOWS FROM
 INVESTING ACTIVITIES:
  Current year distributions
  Received                            7,956       21,332
Net cash provided by
 investing activities                 7,956       21,332

NET DECREASE IN CASH AND
 CASH EQUIVALENTS                   (54,875)     (46,840)

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

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




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


Note 1 - Organization and Accounting Policies

  Organization

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

  Investment in Local Limited Partnerships

As of December 31, 2002, the Partnership had investments in
two active real estate limited partnerships (Local Limited
Partnerships).  During 1999, the Partnership sold the Local
Limited Partnerships of Angeles I and Angeles II.  Since
the Partnership, as a limited partner, does not exercise
control over the activities of the Local Limited
Partnerships in accordance with the Partnership Agreements,
these investments are accounted for on the equity method
(Note 4).  The investment account represents the sum of the
capital investment, advances and unamortized cost of
acquisition less the Partnership's share of losses since
the date of acquisition.  The Partnership discontinues
recognizing losses and amortizing cost of acquisition under
the equity method when losses have been incurred which
equal the cost of the investment and the unamortized cost
of acquisition in a particular Local Limited Partnership,
thus reducing the investment to zero.  Repayment of
advances and cash distributions by the Local Limited
Partnerships after the Partnership's investment has been
reduced to zero are recognized as income by the Partnership
in the year received.  Additional advances to a Local
Limited Partnership, after an investment is reduced to
zero, are recognized as losses.

Initial rent-up fees paid by the Partnership to the General
Partner of the Local Limited Partnerships, deducted when
paid for income tax purposes (Note 2), are capitalized as
costs of acquisition of the Local Limited Partnerships and
is included in the investment in Local Limited Partnership
balance for financial reporting purposes.  These costs and
other costs of acquisition are amortized using the
straight-line method over the lives (fifteen to thirty-five
years) of the Local Limited Partnerships' properties.
Amortization is discontinued when the investment is reduced
to zero.  There was no amortization during 2002 and 2001.

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

Note 1 - Organization and Accounting Policies - Continued

  Investment in Local Limited Partnerships - Continued

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

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

                                     2002            2001

Distributions received from
 Partnerships with zero
 investments:
  Lakewood Apartments             $  7,956       $  8,054
  Angeles I                              0          6,689
  Angeles II                             0          6,589

Equity in income of Local
 Limited Partnerships             $  7,956       $ 21,332

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

Taxes on Income

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

Fair Value of Financial Instruments

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

Note 1 - Organization and Accounting Policies - Continued

Segment Reporting

SFAS No. 131, "Disclosure about Segments of an Enterprise
and Related Information" established standards for the way
that public business enterprises report information about
operating segments in annual financial statements and
requires that those enterprises report selected information
about operating segments in interim financial reports.  It
also established standards for related disclosures about
products and services, geographic areas and major
customers.  As defined in SFAS No. 131, The Partnership has
only one reportable segment.

Recent Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board
issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets."  SFAS No. 144 provides
accounting guidance for financial accounting and reporting
for the impairment or disposal of long-lived assets.  SFAS
No. 144 supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of."  SFAS No. 144 is effective for fiscal
years beginning after December 15, 2001.  The Partnership
adopted SFAS 144 effective January 1, 2002.  The adoption
did not have a material effect on the financial position or
results of operations of the Partnership.

In April 2002, the Financial Accounting Standards Board
issued SFAS No. 145, "Rescission of FASB Statements No. 4,
44 and 64."  SFAS No. 4 "Reporting Gains and Losses from
Extinguishment of Debt," required that all gains and losses
from extinguishment of debt be aggregated and, if material,
classified as an extraordinary item.  SFAS No. 145 rescinds
SFAS No. 4, and accordingly, gains and losses from
extinguishment of debt should only be classified as
extraordinary if they are unusual in nature and occur
infrequently.  SFAS No. 145 is effective for fiscal years
beginning after May 15, 2002 with early adoption an option.
Effective April 1, 2002, the Partnership adopted SFAS No.
145.  The adoption did not have a material effect on the
financial position or results of operations of the
Partnership.

In January 2003, the FASB issued FASB Interpretation No. 46
("FIN No.46"), Consolidation of Variable Interest Entities,
an Interpretation of ARB No. 51.  FIN No. 46 requires
certain variable interest entities to be consolidated by
the primary beneficiary of the entity if the equity
investors in the entity do not have the characteristics of
a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities
without additional subordinated financial support from
other parties.  FIN No. 46 is effective for all new
variable interest entities created or acquired after
January 31, 2003.  For variable interest entities created
or acquired prior to February 1, 2003, the provisions of
FIN No. 46 must be applied for the first interim or annual
period beginning after June 15, 2003.  The Partnership is
currently evaluating the effect, if any, that the adoption
of FIN 46 will have on its results of operations and financial condition.

Note 1 - Organization and Accounting Policies - Continued

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.

Use of Estimates

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

Advances from General Partner

The General Partner made advances to the Partnership to
fund operations of the Local Limited Partnerships in the
early years of the Partnership.  The advances are non-
interest bearing and due on demand.  The balance at
December 31, 2002 and 2001 was $528,586.

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

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

                                       December 31,
                                  2002             2001
Net income (loss) for
 financial reporting
 purposes                   $   (52,541)      $   (35,274)
Equity in deductions
 taken by Local Limited
 Partnerships for income
 tax reporting purposes         257,984           250,134
Net income (loss) as
 reported on the federal
 income tax return          $   205,443       $   214,860

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

          December 31,
   2002      2001
Partners' capital
 (deficit) for financial
 reporting purposes         $  (486,346)      $  (433,805)

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

Equity in cumulative
 losses of Local Limited
 Partnerships for income
 tax reporting purposes
 in excess of losses for
 financial reporting
 purposes                      (920,405)       (1,178,389)

Partners' capital
 (deficit) as
 reported on the
 federal income
 tax return                 $  (765,259)      $  (970,702)

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

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

Note 3- Management of Urban Improvement Fund Limited

Under the terms of the Limited Partnership Agreement (as
amended), the Partnership is required to pay the General
Partner an annual management fee equal to three-tenths of
one percent of invested assets.  The fee will not be more
than fifty percent of the Partnership's annual net cash
flow as defined, subject to an annual minimum of $40,000.
The Partnership recorded and paid an annual management fee
expense of $40,000 per year for the years ended December
31, 2002 and 2001.

The Partnership will also pay the General Partner a
liquidation fee for the sale of projects.  The liquidation
fee is the lesser of (i) ten percent of the net proceeds to
the Partnership from the sale of a project(s) or (ii) one
percent of the sales price plus three percent of the net
proceeds after deducting an amount sufficient to pay long-
term capital gains taxes.  No part of such fee shall accrue
or be paid unless:  (i) the limited partners' share of the
proceeds has been distributed to them, (ii) the limited
partners shall have first received an amount equal to their
invested capital attributable to the project(s) sold, and
(iii) the limited partners have received an amount
sufficient to pay long-term capital gains taxes from the
sale of the project(s), if any, calculated at the maximum
rate then in effect.  No liquidation fees were paid to the
General Partner during 2002 and 2001.

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 2002 and 2001.

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

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

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

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

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

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

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

                     Equity In    Unamortized
                     Losses Not    Costs of
                     Recorded     Acquisition    Total

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

                     $  933,752    $ 173,434   $      0

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

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

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

                     Equity In    Unamortized
                     Losses Not    Costs of
                     Recorded     Acquisition    Total

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

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

The combined balance sheet of the Local Limited
Partnerships accounted for on the equity method at December
31, 2002 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, 2002 and 2001 are summarized as follows:

COMBINED BALANCE SHEETS OF LOCAL LIMITED PARTNERSHIPS

December 31, 2002

                       Assets

Cash                                     $   187,506
Cash in escrow and
 other restricted funds                      655,258
Accounts receivable                           29,519
Prepaid expenses                              90,732
Other assets (net of
 accumulated amortization)                    25,766
                                             988,781

Property on the basis
 of cost - Note 5:
  Land                                       251,240
  Buildings and improvements               5,051,047
                                           5,302,287
  Less accumulated depreciation           (4,690,711)
                                             611,576

                                         $ 1,600,357

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

COMBINED BALANCE SHEETS OF LOCAL LIMITED PARTNERSHIPS
 - Continued

       Liabilities and Partners' Capital (Deficit)

Mortgage notes payable - Note 6          $ 2,511,801
Accounts payable and accrued expenses        173,693
Tenants' security and other deposits          58,496
                                           2,743,990

Partners' capital (deficit) per
 accompanying statements                  (1,143,633)

                                         $ 1,600,357

COMBINED STATEMENTS OF OPERATIONS OF LOCAL LIMITED
PARTNERSHIPS

  Year Ended December 31
   2002      2001
REVENUE:
 Net rental income               $2,448,519   $2,275,846
 Financial income                     7,265       21,890
 Other income                        43,502       45,873
  Total revenue                   2,499,286    2,343,609

EXPENSES:
 Administrative                     397,060      377,505
 Utilities                          476,992      568,551
 Operating                          926,328      686,498
 Taxes and insurance                304,107      269,471
 Financial                          117,056      125,773
 Depreciation and amortization       51,289       54,949
 Other                                2,795        2,310
  Total expenses                  2,275,627    2,085,057

Net income                       $  223,659   $  258,552

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

COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(DEFICIT) OF LOCAL LIMITED PARTNERSHIPS
                           Urban
                         Improvement        Other
                            Fund           Limited
                           Limited        Partners
Partners' capital
 (deficit) at
 January 1, 2001         $(1,549,276)     $ (44,569)

Net income - 2001            245,624          6,232

Distributions - 2001          (8,054)           (82)

Partners' capital
 (deficit) at
 December 31, 2001        (1,311,706)       (38,419)

Net income - 2002            212,476          5,077

Distributions - 2002          (7,956)           (81)

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

                           General
                           Partners            Total

Partners' capital
 (deficit) at
 January 1, 2001          $ (15,663)     $(1,609,508)

Net income - 2001             6,696          258,552

Distributions - 2001            (82)          (8,218)

Partners' capital
 (deficit) at
 December 31, 2001           (9,049)      (1,359,174)

Net income - 2002             6,106          223,659

Distributions - 2002            (81)          (8,118)

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

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

COMBINED STATEMENTS OF CASH FLOWS OF LOCAL LIMITED
PARTNERSHIPS

                                Year Ended December 31,
                                   2002      2001
CASH FLOWS FROM OPERATING
 ACTIVITIES:
Net income                     $  223,659    $  258,552
Adjustments to reconcile
 net income to net
cash provided by
 operating activities:
Depreciation and
 Amortization                      51,289        54,949
Decrease (increase)
 in escrows and
 other restricted
 funds, receivables,
prepaid expenses and
 other assets                    (112,968)      (94,375)
Increase (decrease)
 in accounts pay-
 able, accrued
 expenses, tenant
 security deposit
 liability and
 other liabilities                 74,605       (14,679)
Total adjustments                  12,926       (54,105)
Net cash provided by
 operating
 activities                       236,585       204,447

CASH FLOWS FROM
 FINANCING ACTIVITIES:
Mortgage principal payments      (166,293)     (155,081)
Distributions paid                 (8,118)       (8,218)
Net cash provided (used) by
financing activities             (174,411)     (163,299)

NET INCREASE (DECREASE)
 IN CASH                           62,174        41,148

CASH BALANCE AT BEGINNING
 OF YEAR                          125,332        84,184

CASH BALANCE AT END OF YEAR    $  187,506    $  125,332


SUPPLEMENTAL INFORMATION
 REGARDING INTEREST
 PAYMENTS IS AS FOLLOWS:
Interest paid                   $  109,065    $  127,043

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

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

                                  Year Ended December 31,
                                   2002            2001
Combined net income
 for financial
 reporting purposes            $  223,659       $  258,552

Differences between
 depreciation for
 income tax reporting
 purposes and
 depreciation for
 financial reporting
 purposes                           (1,974)         13,973

Accrual adjustments
 for financial
 reporting purposes                 54,581          (4,198)

Combined net income
 as reported on the
 federal income tax
 returns                        $  276,266      $  268,327

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

                               Year Ended December 31,
                                 2002           2001
Combined partners'
 capital (deficit)
 for financial
 reporting purposes          $(1,143,633)    $(1,359,174)

Carrying costs
 during construction
 capitalized for
 financial reporting
 purposes, excess
 of depreciation for
 income tax reporting
 purposes and
 accrual adjustments
 for financial
 reporting purposes              (106,352)      (128,449)

Combined partners'
 capital (deficit)
 as reported on the
 federal income
 tax returns                  $(1,249,985)   $(1,487,623)

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

Cost of Buildings

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

Depreciation and Amortization

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

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

Statement of Cash Flows

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

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

Use of Estimates

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

Mortgage Notes Payable

Lakewood Apartments and The Villages have mortgages which
are insured by the Department of Housing and Urban
Development (HUD) totaling $2,511,801 at December 31, 2002.
The mortgage notes payable are secured by deeds of trust on
rental property and bear interest at the rate of seven
percent per annum.  The mortgages will generally be repaid
in monthly installments of principal and interest of
$29,041 over periods of forty years.  HUD makes interest
assistance payments on one of the mortgages insured under
Section 236 which effectively reduces the mortgage payments
to those required for mortgages carrying a one percent
interest rate (Note 6).

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

Mortgage Notes Payable - Continued

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

                  2003             $  178,313
                  2004                191,203
                  2005                205,026
                  2006                219,847
                  2007                235,740
                  Beyond            1,481,672

                                   $2,511,801

National Approved housing Act Subsidies and Restrictions

Under terms of the regulatory agreements with HUD, the two
Local Limited Partnerships cannot make cash distributions
to partners of the Local Limited Partnerships in excess of
six percent per annum of stated equity in the respective
projects.  Such distributions are cumulative but can only
be paid from "surplus cash," as defined in the agreements.
The Local Limited Partnerships must deposit all cash in
excess of the distributable amounts into residual receipts
funds which are under the control of the mortgagees, and
from which disbursements must be approved by HUD.  As of
December 31, 2002, approximately $252,900 could be paid to
partners of Lakewood Apartments and The Villages as surplus
cash becomes available.

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

The Local Limited Partnerships have entered into Section 8
contracts with HUD to provide financial assistance to
qualified tenants of the apartment units.  Under terms of
these contracts, HUD will pay a portion  of the rent on
behalf of qualified tenants.  The maximum dollar amount of
these payments is limited by HUD.  A substantial portion of
rental income is collected through these contracts.  During
2002 and 2001, the Local Limited Partnerships received
$1,727,464 and $1,642,388, respectively, in rent supplement
and Section 8 funds.  The contracts expire through January
2004.  Renewal is subject to HUD approval.

Management

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

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

Management - Continued

                     Percent of    2002      Affiliate of
Partnership           Revenue    Expense    General Partner

Lakewood Apartments    11.52%    $ 78,909         Yes
The Villages            6.00%    $124,053         Yes

Additionally during 2002, the general partner of The
Villages received a construction management fee of $8,200
in connection with an insured fire claim, and the general
partner of Lakewood Apartments received an administrative
fee of $2,800.


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

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

Lakewood
 Apartments
 Vinton, VA    108    $ 59,882    $ 1,718,793   $ 1,778,675

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

                      $251,240    $ 5,051,047   $ 5,302,287

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

Lakewood
 Apartments
 Vinton, VA        108         $  1,530,324       1974

The Villages,
 Ltd.
 Waco, TX          250            3,160,387       1974

                               $  4,690,711

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

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


Balance at
January 1,
 2001   $ 251,240   $ 5,076,954   $ 5,328,194   $ 4,614,550

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

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

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

Balance at
 December 31,
 2002   $ 251,240   $ 5,051,047   $ 5,302,287  $ 4,690,711


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

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

Lakewood Apartments   108 apts.     $  987,160      7.00%
Vinton, VA

The Villages          250 apts.      1,524,641      7.00%
Waco, TX

                                    $2,511,801

                            Net
                         Interest     Gross      Interest
Partnership/Location       Rate      Payment     Subsidy

Lakewood Apartments        1.00%   $  10,197   $  (10,370)
Vinton, VA

The Villages               7.00%      18,844            0
Waco, TX

                                   $  29,041   $  (10,370)

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

Lakewood
Apartments    $    (173)   Nov 2014    $     0        HUD
Vinton, VA

The Villages     18,844    Jul 2016          0        HUD
Waco, TX
              $  18,671

Note 7 - Sale of the Assets of Alms Hill Apartments

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

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

The gain on the sale of the real estate was recognized on
the cost recovery method to first recognize the recovery of
the asset value, then recognize the gain as the proceeds
are received.

Note 8 - Coinmach Litigation

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

                       PART III

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

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

Item 9.  Directors and Executive Officers of the Issuer

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

      Name           Age           Office

Paul H. Pfleger      68    Director/President
John M. Orehek       49    Director/Senior Vice President

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

      Name           Age            Office

Paul H. Pfleger      68     Chairman of the Board
John M. Orehek       49     Senior Vice President
Michael Fulbright    49     Secretary

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

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

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

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


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

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

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

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

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

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

The executive officers and directors of the General Partner
discussed with the Partnership's independent auditors the
overall scope and plans for their audit.  In reliance on
the reviews and discussions referred to above, the
executive officers and directors of the General Partner
have approved the inclusion of the audited financial
statements in the Form 10-KSB for the year ended December
31, 2002 for filing with the Securities and Exchange
Commission.

The General Partner has reappointed Kenneth W. Bryant,
Certified Public Accountant, to audit the financial
statements of the Partnership for 2003.  Fees for 2002 were
audit services of approximately $13,000 and non-audit
services (principally tax-related) of approximately $3,600.

Item 10.  Executive Compensation

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

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

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

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

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

Item 11.  Security Ownership of Certain Beneficial Owners
and Management Security Ownership of Certain Beneficial
Owners
Holders -
 Title of   Name & Address of  Amount and Nature of  % of
  Class     Beneficial Owner   Beneficial Ownership  Class

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

Interfinancial Real Estate Management Company owned 206
units of limited partnership interest at December 31, 2002.
An affiliate of the General Partner owns 118 units of
limited partnership interest.

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

No change in control of the Issuer is anticipated.

Item 12.  Certain Relationships and Related Transactions

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

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

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

The General Partner made advances to the Partnership to
fund operations of Local Limited Partnerships in the early
years of the Partnership.  The advances are non-interest
bearing and due on demand.  The balance at December 31,
2002 and December 31, 2001 was $528,586.

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

Item 13.  Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit 99, Certification of Chief Executive Officer and
Chief Financial Officer.

(b) Reports on Form 8-K filed during the fourth quarter of
2002:

None

Item 14.  Controls and Procedures

The Chairman of the Board and Senior Vice President of the
Corporate General Partner, who are the equivalent of the
Partnership's principal executive officer and principal
financial officer, respectively, have within 90 days of the
filing date of this annual report, evaluated the
effectiveness of the Partnership's disclosure controls and
procedures, as defined in Exchange Act Rules 13a-14 (c) and
15d-14 (c), and have determined that such disclosure
controls and procedures are adequate. There have been no
significant changes in the Partnership's internal controls
or in other factors that could significantly affect the
Partnership's internal controls since the date of
evaluation.  The Partnership does not believe any
significant deficiencies or material weaknesses exist in
the Partnership's internal controls.  Accordingly, no
corrective actions have been taken.

                     SIGNATURES

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


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



By:  /s/Paul H. Pfleger
     Paul H. Pfleger
     Date:  August 22, 2003
     Director/President
     Interfinancial Real Estate Management Company




By:  /s/John M. Orehek
     John M. Orehek
     Date:  August 22, 2003
     Director/Senior Vice President
     Interfinancial Real Estate Management Company


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




By:  /s/ Paul H. Pfleger
     Paul H. Pfleger, Director/President
     Date  August 22, 2003
     Interfinancial Real Estate Management Company




By:  /s/ John M. Orehek
     John M. Orehek, Director/Senior Vice President
     Date  August 22, 2003
     Interfinancial Real Estate Management Company.


                      Certification


I Paul H. Pfleger, certify that:

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

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

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

4) The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:

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

b. Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the
"Evaluation Date"); and

c. Presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

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

a. All significant deficiencies in the design or operation
of internal controls which would adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and

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

6) The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date:  August 22, 2003  /s/Paul H. Pfleger
                        Paul H. Pfleger
                        Chairman of the Board
                        Interfinancial Real Estate Company,
                        equivalent of the
                        Chief Executive Officer
                        of the Partnership

                       Certification


I John M. Orehek, certify that:

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

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

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

4) The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:

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

b. Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the
"Evaluation Date"); and

c. Presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;

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

a. All significant deficiencies in the design or operation
of internal controls which would adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and

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

6) The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date:  August 22, 2003  /s/John M. Orehek
                        John M. Orehek
                        Senior Vice President
                        Interfinancial Real Estate Company,
                        equivalent of the
                        Chief Financial Officer
                         of the Partnership

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




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

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

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











/s/Paul H. Pfleger
Name:  Paul H. Pfleger
Date:  August 22, 2003




/s/John M. Orehek
Name:  John M. Orehek
Date:  August 22, 2003


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