UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended March 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


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   XX    No  .


PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

BALANCE SHEETS

URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)




ASSETS

                                 March 31,     December 31,
                                   2002           2001

Cash                           $    90,868    $    97,757

Total Assets                   $    90,868    $    97,757




LIABILITIES AND PARTNERS' - (DEFICIT)

Accounts payable                         0    $     2,334

Management fee payable              10,000              0

Advance from General Partner       528,586        528,586

Distribution payable                   642            642

Total Liabilities                  539,228        531,562

Partners' (Deficit):
General Partner - 5 Partnership
 Units authorized, issued and
 Outstanding                          (380)          (368)

 Limited Partners - 5,830
 Partnership units
 authorized, issued and
 outstanding                      (447,980)      (433,437)
                                  (448,360)      (433,805)

Total Liabilities and
 Partners'(deficit)            $    90,868    $    97,757






















Unaudited.  See accompanying notes.

CAPITALIZATION AND PARTNERS' (DEFICIT)

URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)




                                          March 31,    December 31,
                                            2002           2001
General Partner Interest -
 5 Partnership units issued
 and outstanding                        $     5,000    $     5,000

Limited Partners' Interest -
 5,830 Partnership units issued
 and outstanding                          5,830,000      5,830,000

Total                                     5,835,000      5,835,000

Offering Expenses                          (641,492)      (641,492)

Distributions to partners                  (861,150)      (861,150)

Accumulated loss through
December 31, 2001                        (4,766,163)    (4,766,163)

Loss for the three-month period
ended March 31, 2002                        (14,555)            0
                                         (6,283,360)   (6,268,805)

Partners' (deficit)
at end of period                        $  (448,360)  $  (433,805)














Unaudited.  See accompanying notes

STATEMENTS OF INCOME

URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)


                                          For the Three-Month
                                             Period Ended
                                                March 31,
                                           2002          2001

Revenues                               $     429      $   1,844

Cost and expenses:

Professional fees                          3,580          4,000

Management fee                            10,000         10,000

Other expense                              1,404              0
                                          14,984         14,000

Loss before equity
 in loss of Local
 Limited Partnerships                    (14,555)       (12,156)

Equity in loss of
 Local Limited
 Partnerships                                  0              0

Net loss                              $  (14,555)     $ (12,156)

Allocation of Net Loss:

Net loss allocated to
 General Partner                      $      (12)     $     (10)

Net loss allocated to
 Limited Partners                        (14,543)       (12,146)

                                      $  (14,555)     $ (12,156)

Net loss allocated to
 Limited Partners per
Limited  Partnership
 Unit (5,830 units
 outstanding at March 31,
 2002 and 2001)                       $       (2)     $      (2)










Unaudited.  See accompanying notes


STATEMENTS OF CASH FLOWS

URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)


                                             For the Three-Month
                                                Period Ended
                                                   March 31,
                                              2002           2001

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                  $ (14,555)     $ (12,156)
Adjustments to reconcile net
 loss to net cash used by
 operating activities:
  Increase (decrease) in accounts
  payable, management fees payable
  and payable to affiliates                   7,666           100
   Total adjustments                          7,666           100

  Net cash provided (used) by
    operating activities                     (6,889)      (12,056)

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                        (6,889)      (12,056)

CASH BALANCE AT BEGINNING OF PERIOD          97,757       144,597

CASH BALANCE AT END OF PERIOD             $  90,868     $ 132,541





















Unaudited.  See accompanying notes.

NOTES TO SUMMARIZE FINANCIAL INFORMATION
March 31, 2002

URBAN IMPROVEMENT FUND LIMITED - 1972
(A Limited Partnership)

Note 1 - 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.

Note 2 - Method of Accounting - As of March 31, 2002, the
Partnership has investments in two active real estate limited
partnerships (Local Limited Partnerships); Since the Partnership,
as a limited partner, does not exercise control over the activities
of the Local Limited Partnerships in accordance with the Partnership
agreements, these investments are accounted for using the equity
method. The investment account represents the sum of the capital
investment and unamortized cost of acquisition less the
Partnership's share in 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 investment has been reduced to zero, are recognized as
income by the Partnership in the year received.  Additional advances
to a Local Limited Partnership, after an investment is reduced to
zero, are recognized as losses.

Initial rent-up fees paid by the Partnership to the General Partner,
deducted when paid for income tax purposes, are capitalized as
acquisition costs of the Local Limited Partnerships for financial
reporting purposes.  These costs and other costs of acquisition are
amortized using the straight-line method over the lives (fifteen to
forty years) of the Local Limited Partnership Properties.
Amortization is discontinued when the investment is reduced to zero.

The unaudited interim financial statements furnished in this report
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim periods
presented.  All such adjustments are of a normal recurring nature.

Taxes on Income

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

Fair Value of Financial Instruments and Use of Estimates

The Partnership estimates that the aggregate fair value of all
financial instruments at March 31, 2002 does not differ materially
from the aggregate carrying values of its financial instruments
recorded in the balance sheet.  These estimates are not necessarily
indicative of the amounts that the Partnership could realize in a
current market exchange.  The preparation of financial statements
requires the use of estimates and assumptions.  Actual results could
differ from those estimates.

Segment Reporting

SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information" established standards for the way that public
business enterprises report information about operating segments in
annual financial statements and requires that those enterprises
report selected information about operating segments in interim
financial reports.  It also established standards for related
disclosures about products and services, geographic areas and major
customers.  The Partnership has only one reportable segment.  Due to
the very nature of the Partnership's operations, the General Partner
believes that segment-based disclosures will not result in a more
meaningful presentation than the financial statements as currently
presented.

Recent Accounting Pronouncements

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

Cash Equivalents

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

Advances from General Partner

The General Partner made advances to the Partnership to fund
operations of the Local Limited Partnerships in the early years of
the Partnership.  The advances are non-interest bearing and due on
demand.  The balance March 31, 2002 and December 31, 2001 was
$528,526.

Note 3 - Management of Urban Improvement Fund Limited - Under the
terms of the Limited Partnership Agreement (as amended), the
Partnership is required to pay the General Partner an annual
management fee equal to fifty percent of the Partnership's annual
net cash flow as defined, subject to an annual minimum of $40,000.
The Partnership recorded and paid an annual management fee expense
of $40,000 for the year ended December 31, 2001 and accrued $10,000
at March 31, 2002.

The Partnership will also pay the General Partner a liquidation fee
for the sale of projects.  The liquidation fee is the lesser of (i)
ten percent of the net proceeds to the Partnership from the sale of
a project(s) or (ii) one percent of the sales price plus three
percent of the net proceeds after deducting an amount sufficient to
pay long-term capital gains taxes.  No part of such fee shall accrue
or be paid unless:  (i) the limited partners' share of the proceeds
has been distributed to them, (ii) the limited partners shall have
first received an amount equal to their invested capital
attributable to the project(s) sold, and (iii) the limited partners
have received an amount sufficient to pay long-term capital gains
taxes from the sale of the project(s), if any, calculated at the
maximum rate then in effect.  No liquidation fees were paid to the
General Partner during 2001 and 2000.

The General Partner of the Partnership is a corporation in which
Paul H. Pfleger has a majority interest.  Partnership Services, Inc.
(PSI), another corporation in which Paul H. Pfleger is a majority
shareholder, has contracted with the General Partner and the
Partnership to provide certain management and other services to any
projects in which the Partnership has an interest.  No fees were
paid to PSI during 2001 and 2000.

                                             Date PSI Became
       Local Limited Partnership             General Partner

(1) Alms Hill Apartments Limited              December 1977

(2) Angeles Apartments Associates, No. 1      December 1975

(2) Angeles Apartments Associates, No. 2      December 1975

(1) This property was sold through a resyndication during 1984.

(2) These properties were sold during 1999.

Note 4 - Investments in Local Limited Partnerships - As of March 31,
2002, the Partnership has investments in two active real estate
Limited Partnerships (Local Limited Partnerships), which are
accounted for on the equity method.  The investment account
represents the sum of the capital investment, advances and
unamortized costs of acquisition less the Partnership's share of
losses since the date of acquisition. The Partnership discontinues
recognizing losses and amortizing cost of acquisition under the
equity method when the investment in a particular Local Limited
Partnership is reduced to zero unless the Partnership intends to
commit additional funds to the Local Limited Partnership.

The Partnership has an investment in one Limited Partnership that
sold its real estate during 1984.  This Partnership (Alms Hill
Apartments, Ltd.) holds a note receivable for a portion of the sales
proceeds.

The investment in Local Limited Partnerships is comprised of:

                                March 31, 2002    December 31, 2001

Capital contributions            $   556,642      $   556,642
  Distributions                     (524,423)        (524,423)
  Equity in loss                    (205,653)        (205,653)
  Advances                                 0                0
Unamortized costs of acquisitions    173,434          173,434
                                 $         0      $        0

Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations

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

Liquidity

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

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

During the period 2001, cash distributions from Local Limited
Partnerships totaled $21,332.  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 March 31, 2002 and December 31, 2001, the Partnership had
advances from the General Partner of $528,586. The Partnership has
used excess cash to repay management fees and these types of
obligations in the past, and the General Partner expects to continue
making payments as cash is available.

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

Capital Resources

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

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

The Partnership has made no material commitments for capital
expenditures.

PART II - OTHER INFORMATION

Item 3 - Change In and Disagreements with Accountants
on Accounting and Financial Disclosure

As of February 8, 2002, Smith & Radigan, Certified Public
Accountants, LLC, the independent accountant previously engaged as
the principal accountant to audit the financial statements of Urban
Improvement Fund Limited - 1972 (the "Registrant," "Issuer" or the
"Partnership"), was terminated.  As of the same date, the firm of
Kenneth W. Bryant Certified Public Accountant was engaged to provide
the service for the Issuer.

The audit reports of Smith & Radigan, Certified Public Accountants,
LLC on the financial statements of the Partnership as of and for the
years ended December 31, 2000 and 1999 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
Kenneth W. Bryant was a former partner in Smith & Radigan, Certified
Public Accountants, LLC while they were the principal auditors of
the Issuer.  Kenneth W. Bryant has formed a new firm and has been
engaged by the General Partner as the principal auditor of the
Issuer.

During the Partnership's two most recent fiscal years and any
subsequent interim period preceding the change, there were no
disagreements with the former accountants on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of the former accountants, would have caused it
to make reference to the subject matter of the disagreements in
connection with its report.

The Issuer has provided a copy of this disclosure to the former
accountant, and the Issuer has received from the former accountant,
a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Issuer.  This
letter is filed as an Exhibit to this report.

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

Items 1 through 3 not applicable

Item 4 - Exhibits and Reports on Form 8-K

(a) Exhibits

Report on Form 8-K filed during the first quarter of 2002 - Change
       of Accountants

Letter from former accountant, addressed to the Commission stating
        that they agree with the statements made by the Partnership
        in the Form 8-K.



SIGNATURES




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







URBAN IMPROVEMENT FUND LIMITED - 1972
(Issuer)
By:  Interfinancial Real Estate Management
Company, General Partner



Date  August 1, 2002      /s/Michael Fulbright
                               (Signature)
                          By:  Michael Fulbright, Secretary



Date  August 1, 2002       /s/John M. Orehek
                              (Signature)
                          By: John M. Orehek, Senior Vice President


Form 8-K - CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: February 8, 2002

Urban Improvement Fund Limited - 1972
(Exact name of registrant as specified in its charter)


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


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


Registrant's telephone number, including area code (864) 239-1000

N/A

(Former address, if changed since last report)





Item 4.    Changes in Registrant's Certifying Accountant


As of February 8, 2002, Smith & Radigan, Certified Public
Accountants, LLC, the independent accountant previously engaged
as the principal accountant to audit the financial statements of
Urban Improvement Fund Limited - 1972 (the "Registrant" or the
"Partnership"), was terminated.  As of the same date, the firm of
Kenneth W. Bryant, CPA was engaged to provide the service for the
Registrant.

The audit reports of Smith & Radigan, Certified Public Accountants,
LLC on the financial statements of the Partnership as of and for the
years ended December 31, 2000 and 1999 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.

Kenneth W. Bryant was a partner in Smith & Radigan, Certified Public
Accountants, LLC while they were the principal auditors of the
Registrant.  Kenneth W. Bryant has formed a new firm and has been
engaged as the principal auditor of the Registrant.

During the Partnership's two most recent fiscal years and any
subsequent interim period preceding the change, there were no
disagreements with the former accountants on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of the former accountants, would have caused it
to make reference to the subject matter of the disagreements in
connection with its report.

The Registrant has provided a copy of this disclosure to the former
accountant, and the Registrant requested that the former accountant
furnish the Registrant with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements
made by the Registrant, and, if not, stating the respects in which
it does not agree.  A copy of the former accountant's response
indicating agreement is included as an exhibit to this report.

Item 7.     Financial Statements and Exhibits

           (c)   Exhibits

16.1	Letter dated February 8, 2002 from the former accountant
regarding its concurrence with the statements made by the
Registrant in this Current Report.


SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.



URBAN IMPROVEMENT FUND LIMITED - 1972
(Registrant)
By:   Interfinancial Real Estate Management
      Company, General Partner




/s/Michael Fulbright
(Signature)
By:  Michael Fulbright, Secretary




/s/John M. Orehek
(Signature)
By:  John M. Orehek, Senior Vice President


Date:	February 8, 2002


Exhibit 16.1





February 8, 2002



Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir/Madam:

We have read Item 4 included in the Form 8-K dated February 8, 2002
of Urban Improvement Fund Limited - 1972 filed with the Securities
and Exchange Commission and are in agreement with the statements
contained therein.

Very truly yours,




SMITH & RADIGAN, CERTIFIED PUBLIC ACCOUNTANTS, LLC
Atlanta, Georgia

/s/Timothy P. Radigan
   Timothy P. Radigan