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, 2004

                         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
               (A Limited Partnership)




                      ASSETS



                                  March 31,   December 31,
                                    2004         2003

Cash                             $   15,892   $   16,930

Total Assets                     $   15,892   $    16,930



             LIABILITIES AND PARTNERS' - (DEFICIT)

Accounts payable                 $    4,000   $      258

Management fee payable               30,000       20,000

Advance from General Partner         528,586      528,586

Distribution payable                    642          642

Total Liabilities                   563,228      549,486

Partners' (Deficit):
General Partner - 5 Partnership
 units authorized, issued and
 outstanding                           (466)        (454)

Limited Partners - 5,830
 Partnership units
 authorized, issued and
 outstanding                       (546,870)    (532,102)
                                   (547,336)    (532,556)

Total Liabilities and
 Partners'(deficit)             $    15,892  $    16,930







Unaudited.  See accompanying notes to financial statements.


             CAPITALIZATION AND PARTNERS' (DEFICIT)

                URBAN IMPROVEMENT FUND LIMITED
                    (A Limited Partnership)




                                   March 31,   December 31,
                                     2004         2003
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, 2003                  (4,864,914)  (4,864,914)

Loss for the three-month
 period ended March 31, 2004          (14,780)           0
                                   (6,382,336)  (6,367,556)

Partners' (deficit) at end
 of period                        $  (547,336) $  (532,556)





Unaudited.  See accompanying notes to financial statements

                   STATEMENTS OF INCOME


              URBAN IMPROVEMENT FUND LIMITED
                  (A Limited Partnership)



For the Three-Month
      Period Ended
        March 31,
   2004      2003

Revenues                      $      21        $      88

Cost and expenses:

 Professional fees                4,000            2,000

 Management fee                  10,000           10,000

 Other expense                      800              875
                                 14,800           12,875

 Loss before equity in loss of
  Local Limited Partnerships    (14,779)         (12,787)

Equity in income of Local
 Limited Partnerships                 0                0

Net loss                      $ (14,779)       $ (12,787)

Allocation of Net Loss:

Net loss allocated to
 General Partner                    (12)             (11)

Net loss allocated to
 Limited Partners               (14,767)         (12,776)

                              $ (14,779)       $ (12,787)

Net loss allocated to
 Limited Partners per
 Limited Partnership unit
 (5,830 units outstanding
 at March 31, 2004 and 2003)  $      (3)       $      (2)




Unaudited.  See accompanying notes to financial statements


STATEMENTS OF CASH FLOWS

URBAN IMPROVEMENT FUND LIMITED
(A Limited Partnership)



For the Three-Month
      Period Ended
      March 31,
   2004   	   2003
CASH FLOWS FROM
 OPERATING ACTIVITIES:
 Net income (loss)                 $ (14,779)  $ (12,787)
 Adjustments to reconcile net
  income to net cash used by
  operating activities:
 Increase (decrease) in
  Accounts payable, management
  fees payable and payable
  to affiliates                       13,741      10,000
  Total adjustments                   13,741      10,000

 Net cash used by operating
  Activities                          (1,038)     (2,787)

CNET INCREASE (DECREASE)
 IN CASH AND CASH EQUIVALENTS         (1,038)     (2,787)

CASH BALANCE AT BEGINNING
 OF PERIOD                            16,930      42,882

CASH BALANCE AT END OF PERIOD      $  15,892   $  40,095





Unaudited.  See accompanying notes to financial statements.


        NOTES TO SUMMARIZE FINANCIAL INFORMATION
                   March 31, 2004

            URBAN IMPROVEMENT FUND LIMITED
               (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.

Basis of Presentation

The accompanying unaudited interim financial statements
reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the
financial condition and results of operations for the
interim periods presented.  All such adjustments are of a
normal and recurring nature.  Operating results for the
three-month period ended March 31, 2004 are not necessarily
indicative of the results that may be expected for the
fiscal year ending December 31, 2003.

While the General Partner believes that the disclosures
presented are adequate to make the information not
misleading, it is suggested that these financial statements
be read in conjunction with the financial statements and
notes included in the Partnership's Annual Report filed on
Form 10-KSB for the fiscal year ended December 31, 2003.

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.

Note 2 - Method of Accounting - As of March 31, 2004, 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.

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, 2004 does not differ
materially from the aggregate carrying values of its
financial instruments recorded in the balance sheet.  These
estimates are not necessarily indicative of the amounts
that the Partnership could realize in a current market
exchange.  The preparation of financial statements requires
the use of estimates and assumptions.  Actual results could
differ from those estimates.

Cash Equivalents

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

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 March
31, 2004 and December 31, 2003 was $528,586.

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, 2003. As of March 31, 2004, the
Partnership has recorded management fees of $10,000.

The Partnership will also pay the General Partner a
liquidation fee for the sale of projects.  The liquidation
fee is the lesser of (i) ten percent of the net proceeds to
the Partnership from the sale of a project(s) or (ii) one
percent of the sales price plus three percent of the net
proceeds after deducting an amount sufficient to pay long-
term capital gains taxes.  No part of such fee shall accrue
or be paid unless:  (i) the limited partners' share of the
proceeds has been distributed to them, (ii) the limited
partners shall have first received an amount equal to their
invested capital attributable to the project(s) sold, and
(iii) the limited partners have received an amount
sufficient to pay long-term capital gains taxes from the
sale of the project(s), if any, calculated at the maximum
rate then in effect.  No liquidation fees were paid to the
General Partner during 2003 and 2002.

The General Partner of the Partnership is a corporation
which is wholly-owned by Paul H. Pfleger.  Partnership
Services, Inc. (PSI), another corporation which is wholly-
owned by Paul H. Pfleger, 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 2004 and
2003.

Note 4 - Investments in Local Limited Partnerships - As of
March 31, 2004, 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, 2004   December 31, 2003

Capital contributions   $   556,642        $   556,642
Distributions              (540,237)          (540,237)
Equity in loss             (189,839)          (189,839)
Unamortized costs
 of acquisitions            173,434            173,434
                        $         0        $         0

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

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 variation 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.

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 year ended 2003, cash distributions from Local
Limited Partnerships totaled $7,858.  As of March 31, 2004
there were no cash distributions from Local Limited
Partnerships.  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, 2004 and December 31, 2003, the Partnership
had advances from the General Partner of $528,586.  At
March 31, 2004, the Partnership has recorded management
fees of $10,000 to the General Partner.  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 made no material commitments for
capital expenditures.

Item 3 - Controls and Procedures

The principle executive officer and principal financial
officer of the General Partner, who are the equivalent of
the Partnership's principal executive officer and principal
financial officer, respectively, have, within 90 days of
the filing date of this quarterly 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.

             PART II - OTHER INFORMATION

Items 1 through 5 not applicable

Item 6 Exhibits and Reports on Form 8-K

    a)   Exhibits
         99  Certification pursuant to 18 U.S.C. Section
         1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

    b) Reports on Form 8-K

       The registrant has not filed a report on Form 8-K
       during the quarter ending March 31, 2004.


                      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
           (Issuer)
By:  Interfinancial Real Estate Management
Company, General Partner



Date:  October 13, 2004           /s/Paul H. Pfleger
                                    Paul H. Pfleger
                                    Chairman of the Board
                                    Interfinancial Real
                                    Estate Company,
                                    equivalent of the
                                    Chief Executive Officer
                                     of the Partnership




Date:  October 13, 2004           /s/John M. Orehek
                                    John M. Orehek
                                    Senior Vice President
                                    Interfinancial Real
                                    Estate Company,
                                    equivalent of the
                                    Chief Financial Officer
                                     of the Partnership


                      Certification

I Paul H. Pfleger, certify that:

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

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

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

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

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

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

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

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

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

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

Date:  October 13, 2004             /s/Paul H. Pfleger
                                      Paul H. Pfleger
                                      Chairman of the Board
                                      Interfinancial Real
                                       Estate Company,
                                       equivalent of the
                                      Chief Executive
                                      Officer of the
                                      Partnership

Certification

I John M. Orehek, certify that:

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

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

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

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

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

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

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

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

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

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

Date:  October 13, 2004            /s/John M. Orehek
                                     John M. Orehek
                                     Senior Vice President
                                     Interfinancial Real
                                     Estate Company,
                                     equivalent of the
                                     Chief Financial
                                     Officer of the
                                     Partnership


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



In connection with the Quarterly Report on Form 10-QSB of
Urban Improvement Fund (the "Partnership"), for the
quarterly period ended March 31, 2004 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




/s/John M. Orehek
Name:  John M. Orehek


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.