EXHIBIT 99(a)(5)

               EQUITY RESOURCE LEXINGTON FUND LIMITED PARTNERSHIP

                                 14 Story Street
                               Cambridge, MA 02138

                                  June 14, 2001

                       REVISED OFFER TO PURCHASE UNITS IN
                       URBAN IMPROVEMENT FUND LIMITED 1974
                                FOR $210 PER UNIT

Dear Limited Partner:

Equity Resource Lexington Fund Limited Partnership(the "Lexington Fund" or
"Purchaser") has revised its May 25, 2001 offer to purchase limited partnership
units in Urban Improvement Fund Limited 1974 (the "Partnership") and is now
offering to pay limited partners $210 per unit. In addition, Lexington Fund has
decided to extend the tender offer period, which currently runs until June 25,
2001, to June 28, 2001.

LEXINGTON FUND'S OFFER PRICE IS HIGHER THAN THE PRICE WE UNDERSTAND IS CURRENTLY
BEING OFFERED BY AN AFFILIATE OF THE GENERAL PARTNER OF THE PARTNERSHIP AND, TO
THE BEST OF THE PURCHASER'S KNOWLEDGE, IS HIGHER THAN ANY OTHER OFFER TO
PURCHASE YOUR UNITS.

Lexington Fund will pay $210 per unit to all limited partners who tender their
units during the tender offer period, which now runs until June 28, 2001. This
includes limited partners who have already tendered their units pursuant to our
May 25, 2001 mailing. Refer to the Lexington Fund's Schedule TO tender offer for
all other terms and conditions of the offer. This offer expires on June 25,
2001.

Limited partners who wish to sell their units should 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 or need a copy of the Purchaser's original 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