Exhibit 99.(a)(2)

                         EQUITY RESOURCE LEXINGTON FUND
                                 14 Story Street
                               Cambridge, MA 02138

                                  May 25, 2001

                           OFFER TO PURCHASE UNITS IN
                       URBAN IMPROVEMENT FUND LIMITED 1974
                                FOR $150 PER UNIT

Dear Limited Partner:

Enclosed with this letter is an offer from Equity Resource Lexington Fund (the
"Lexington Fund" or "Purchaser") to purchase limited partnership units in Urban
Improvement Fund Limited 1974 (the "Partnership") for $150 per unit [See "THE
OFFER--Introduction"]. This offer expires on June 25, 2001. If you are
interested in selling your units, please read the enclosed offer carefully.

BENEFITS OF A SALE

o    The Partnership's most recently filed financial statements indicate that
     the Partnership generated taxable income of $220 per unit for the six-month
     period ended June 30, 2000. This taxable income may result in substantial
     tax liability for limited partners. Limited partners who sell their units
     will terminate their investment in the Partnership and eliminate future tax
     liability associated with the ownership of their units. Please see "THE
     OFFER--Section 6--Certain Tax Consequences" for further information
     regarding the tax consequences of a sale of your units.

o    The Partnership currently holds limited partnership interests in nine
     limited partnerships (the "Local Partnerships"). The Local Partnerships
     primarily own low-income housing projects that are subject to government
     regulations limiting the amount of money that the Local Partnerships can
     distribute to the Partnership. Government regulations also limit the
     properties' rent levels and may limit the Local Partnerships' ability to
     refinance or sell these properties.

o    The Lexington Fund's offer provides liquidity to limited partners and will
     give them an opportunity to liquidate this investment. The Partnership has
     been in existence for over 25 years and the Purchaser anticipates that it
     will continue to operate for the foreseeable future. By selling your
     limited partnership units, you give yourself the opportunity to place the
     proceeds from a sale into other, potentially better performing,
     investments. You may also simplify your tax returns by eliminating future
     K-1 reporting for this Partnership.

o    Limited partnership units are illiquid investments. When you consider the
     illiquid secondary market (which is essentially nothing more than a
     "matching service" that attempts to bring buyers and sellers together), the
     cost of selling commissions, your annual cost of tax reporting, and the
     cost of a trustee if Units are held in an IRA or pension plan, the sale of
     your Units for cash may be a good choice for you.




THE PURCHASER

The Lexington Fund is in the business of acquiring fractional investment
interests for long-term retention and seeks to purchase Units in the Partnership
in advancement of that strategy. The Units acquired as a result of this offer
will be held as long-term investments and not with a view to a resale. The
Lexington Fund does not acquire General Partner positions and is not engaged in
property management.

Please read the enclosed offer carefully. It contains important information
concerning this offer, the Partnership and the Purchaser. If you wish to sell
your units, complete the enclosed Agreement of Sale according to the directions
on the back of the agreement, sign where indicated and return it in the
pre-addressed return envelope.

If you have any questions regarding this offer, please call Equity Resources
Group, Inc., the information agent for this offer, at (617) 876-4800, or e-mail
them at info@equityresources.com.

Sincerely,


Equity Resource Lexington Fund LP