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 June 30, 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



                                   June 30,      December 31,
                                     2004            2003

Cash                             $     2,237   $    16,930
Prepaid expenses                       5,550             0

Total Assets                     $     7,787   $    16,930



               LIABILITIES AND PARTNERS' - (DEFICIT)

Accounts payable                 $         0   $      258
Management fee payable                40,000       20,000
Advance from General Partner         528,586      528,586
Distribution payable                     642          642

Total Liabilities                    569,228      549,486

Partners' (Deficit):
 General Partner - 5 Partnership
  units authorized, issued and
  outstanding                           (478)        (454)

 Limited Partners - 5,830
  Partnership units authorized,
  issued and outstanding            (560,963)    (532,102)
                                    (561,441)    (532,556)

Total Liabilities and
 Partners'(deficit)              $     7,787   $    16,930




Unaudited.  See accompanying notes to financial statements.


            CAPITALIZATION AND PARTNERS' (DEFICIT)

                URBAN IMPROVEMENT FUND LIMITED
                    (A Limited Partnership)




June 30,     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 six-month period
 ended June 30, 2004                   (28,885)             0
                                    (6,396,441)    (6,367,556)

Partners' (deficit) at
 end of period                     $  (561,441)   $  (532,556)




Unaudited.  See accompanying notes to financial statements.


                     STATEMENTS OF INCOME

                URBAN IMPROVEMENT FUND LIMITED
                    (A Limited Partnership)



                   For the Three-Month    For the Six-Month
                      Period Ended          Period Ended
                        June 30,              June 30,
                     2004      2003       2004        2003

Revenues               30   $     142   $      51   $     231

Cost and expenses:

Professional fees   4,000       7,500       8,000       9,500

Management fee     10,000      10,000      20,000      20,000

Other expense         135       1,195         936       2,071
                   14,135      18,695      28,936      31,571

Loss before
 equity in loss
 of Local Limited
 Partnerships     (14,105)    (18,553)    (28,885)    (31,340)

Equity in income
 of Local Limited
 Partnerships           0       7,858           0       7,858

Net loss       $  (14,105)  $ (10,695)  $ (28,885)  $ (23,482)

Allocation of
 Net Loss:

Net loss
 allocated to
 General Partner      (12)         (9)        (24)        (20)

Net loss
 allocated to
 Limited Partners  (14,003)   (10,686)    (28,861)    (23,459)

                $  (14,105) $ (10,695)  $ (28,885) $  (23,482)

Net loss
 allocated
 to Limited
 Partners
 per Limited
 Partnership
 Unit (5,830
 units out-
 standing at
 June 30, 2004
 and 2003)      $       (3) $      (2)  $      (5) $       (4)


Unaudited.  See accompanying notes to financial statements.


                    STATEMENTS OF CASH FLOWS

                 URBAN IMPROVEMENT FUND LIMITED
                     (A Limited Partnership)


                               For the Three-Month
                                   Period Ended
                                     June 30,
                               2004             2003
CASH FLOWS FROM
 OPERATING ACTIVITIES:
Net income (loss)          $ (14,105)       $  (10,695)
Adjustments to reconcile
 net income to net cash
 used by operating
 activities:
Equity in income of
 local limited
 partnerships                      0            (7,858)
Increase (decrease) in
accounts payable, manage-
ment fees payable and
payable to affiliates            450           (10,000)
  Total adjustments              450           (17,858)

  Net cash used by
   operating activities      (13,655)          (28,553)

CASH FLOWS FROM
 INVESTING ACTIVITIES:
  Distributions                    0             7,858
Net cash provided by
 investing activities              0             7,858

NET INCREASE (DECREASE)
 IN CASH AND CASH
 EQUIVALENTS                 (13,655)          (20,695)

CASH BALANCE AT BEGINNING
 OF PERIOD                    15,892           40,095

CASH BALANCE AT END
 OF PERIOD                 $   2,237       $   19,400


                                For the Six-Month
                                   Period Ended
                                     June 30,
                               2004            2003
CASH FLOWS FROM
 OPERATING ACTIVITIES:
Net income (loss)          $ (28,885)       $ (23,482)
Adjustments to reconcile
 net income to net cash
 used by operating
 activities:
Equity in income of
 local limited
 partnerships                      0           (7,858)
Increase (decrease) in
 accounts payable, manage-
 ment fees payable and
 payable to affiliates         14,192                0
  Total adjustments            14,192           (7,858)

  Net cash used by
   operating activities       (14,693)         (31,340)

CASH FLOWS FROM INVESTING
 ACTIVITIES:
 Distributions                      0            7,858
  Net cash provided by
   investing activities             0            7,858

NET INCREASE (DECREASE)
 IN CASH AND
 CASH EQUIVALENTS             (14,693)         (23,482)

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

CASH BALANCE AT END
 OF PERIOD                 $   2,237       $   19,400



Unaudited.  See accompanying notes to financial statements.




NOTES TO SUMMARIZE FINANCIAL INFORMATION
June 30, 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 six-month period ended June
30, 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 Financial Accounting Standards Board
("FASB") issued Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities.  FIN 46 requires
the consolidation of entities in which an enterprise absorbs a
majority of the entity's expected losses, receives a majority
of the entity's  expected residual returns, or both, as a
result of ownership, contractual or other financial interests
in the entity.  Prior to the issuance of FIN 46, entities were
generally consolidated by an enterprise when it had a
controlling financial interest through ownership of a
        majority voting interest in the entity.  FIN 46 applied
        immediately to variable interest entities created after
        January 31, 2004, and with respect to variable interests
        held before February 1, 2004, FIN 46 will apply beginning
        July 1, 2003.

The Partnership has not entered into any partnership
investments subsequent to  January 31, 2004.  The Partnership
is in the process of evaluating its investments in
unconsolidated partnerships that may be deemed variable
interest entities under the provisions of FIN 46.  The
Partnership has not yet determined the anticipated impact of
adopting FIN 46 for its partnership agreements that existed as
of January 31, 2004.  However, FIN 46 may require the
consolidation of assets, liabilities and operations of certain
of the Partnership's unconsolidated partnership investments.
Although the Partnership does not believe the full adoption of
FIN 46 will have an impact on net earnings, the Partnership
cannot make any definitive conclusion until it completes its
evaluation.

Note 2 - Method of Accounting - As of June 30, 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 June 30, 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 June 30, 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 June 30, 2004, the Partnership has
recorded management fees of $20,000.

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 2004 and 2003.

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
June 30, 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:

                            June 30, 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 June 30, 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 June 30, 2004 and December 31, 2003, the Partnership had
advances from the General Partner of $528,586.  At June 30,
2004, the Partnership has recorded management fees of $20,000
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 June 30, 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 quarterly report on Form 10-QSB 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 quarterly 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 quarterly 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 quarterly 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 quarterly 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:  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 quarterly report on Form 10-QSB 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 quarterly 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 quarterly 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 quarterly 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 quarterly 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:  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 June 30, 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.