SECURITIES AND EXCHANGE COMMISSION
                                       WASHINGTON, DC  20549

                                             FORM 10-Q

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

For The Quarterly Period Ended                  December 31, 1996 

Commission File Number              0-19022                       

                       Gateway Tax Credit Fund II Ltd.            
      (Exact name of Registrant as specified in its charter)      
     
            Florida                              65-0142704       
(State or other jurisdiction of          ( I.R.S. Employer No.)
incorporation or organization)

     880 Carillon Parkway, St. Petersburg, Florida   33716        
       (Address of principal executive offices)  (Zip Code)


Registrant's Telephone Number, Including Area Code: (813)573-3800

Indicate by check mark whether the Registrant: (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 (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

                                YES     X                   NO          

                                                            Number of Units
      Title of Each Class                                 December 31, 1996
Beneficial Assignee Certificates:   
$1,000 per certificate                                           37,228

                                DOCUMENTS INCORPORATED BY REFERENCE

                          Parts I and II, 1995 Form 10-K, filed with the
                        Securities and Exchange Commission on June 27, 1996
                        Parts III and IV - Form S-11 Registration Statement
                            and all amendments and supplements thereto
                                         File No. 33-31821
<PAGE>
PART I - Financial Information
   Item 1.  Financial Statements

                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                          BALANCE SHEETS
                                                DECEMBER 31,       MARCH 31,
                                                   1996              1996   
                                                 -----------     -----------
SERIES 2                                         (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  139,021       $  135,519
   Investments in Securities                         44,989           43,655
                                                 -----------      ----------
     Total Current Assets                           184,010          179,174

   Investments in Securities                        340,269          363,740
   Investments in Project
          Partnerships, Net                         937,161        1,350,923
                                                 -----------      ----------
       Total Assets                              $1,461,440       $1,893,837
                                                 ===========      ==========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   42,557       $   44,607

Long-Term Liabilities:
   Payable to General Partners                      245,032          225,720

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 6,136
    at December 31, 1996 and March 31, 1996
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 6,136 at
    December 31, 1996 and March 31, 1996,
    issued and outstanding                        1,215,913       1,661,075 
General Partners                                    (42,062)        (37,565)
                                                 -----------      ----------
     Total Partners' Equity                       1,173,851       1,623,510 
                                                 -----------      ----------
       Total Liabilities and
          Partners Equity                        $1,461,440      $1,893,837 
                                                 ===========      ==========
                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                          BALANCE SHEETS
                                                DECEMBER 31,       MARCH 31,
                                                    1996             1996   
                                                 -----------      ----------
SERIES 3                                         (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  106,537       $   97,988
   Investments in Securities                         40,017           38,831
                                                 -----------      ----------
     Total Current Assets                           146,554          136,819

   Investments in Securities                        302,661          323,539
   Investments in Project
          Partnerships, Net                         651,973          901,663
                                                 -----------      ----------
       Total Assets                              $1,101,188       $1,362,021
                                                 ===========      ==========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   46,686       $   48,855

Long-Term Liabilities:
   Payable to General Partners                      198,165          189,722

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 5,456
    at December 31, 1996 and March 31, 1996
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 5,456 at
    December 31, 1996 and March 31, 1996,
    issued and outstanding                          895,589       1,160,025 
General Partners                                    (39,252)        (36,581)
                                                  ----------      ----------
     Total Partners' Equity                         856,337       1,123,444 
                                                 -----------      ----------
       Total Liabilities and
          Partners Equity                        $1,101,188      $1,362,021 
                                                 ===========      ==========
                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                          BALANCE SHEETS
                                                DECEMBER 31,       MARCH 31,
                                                    1996             1996   
                                                 -----------      ----------
SERIES 4                                         (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  181,968       $  178,506
   Investments in Securities                         50,697           49,195
                                                 -----------      ----------
     Total Current Assets                           232,665          227,701

   Investments in Securities                        383,442          409,891
   Investments in Project
          Partnerships, Net                       1,634,239        2,073,510
                                                 -----------      ----------
       Total Assets                              $2,250,346       $2,711,102
                                                 ===========      ==========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   51,311       $   53,905

Long-Term Liabilities:
   Payable to General Partners                      228,724          212,638

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 6,915
    at December 31, 1996 and March 31, 1996
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 6,915 at
    December 31, 1996 and March 31, 1996,
    issued and outstanding                        2,011,261       2,480,767 
General Partners                                    (40,950)        (36,208)
                                                 -----------      ----------
     Total Partners' Equity                       1,970,311       2,444,559 
                                                 -----------      ----------
       Total Liabilities and
          Partners Equity                        $2,250,346      $2,711,102 
                                                 ===========      ==========
                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                          BALANCE SHEETS
                                                DECEMBER 31,       MARCH 31,
                                                    1996             1996   
                                                 -----------      ----------
SERIES 5                                         (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  251,299       $  257,549
   Investments in Securities                         63,188           61,314
                                                 -----------      ----------
     Total Current Assets                           314,487          318,863

   Investments in Securities                        477,909          510,876
   Investments in Project
          Partnerships, Net                       2,612,878        3,211,868
                                                 -----------      ----------
       Total Assets                              $3,405,274       $4,041,607
                                                 ===========      ==========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   69,024       $   72,085

Long-Term Liabilities:
   Payable to General Partners                      215,253          201,848

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 8,616
    at December 31, 1996 and March 31, 1996
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 8,616 at
    December 31, 1996 and March 31, 1996,
    issued and outstanding                        3,165,410       3,805,620 
General Partners                                    (44,413)        (37,946)
                                                 -----------      ----------
     Total Partners' Equity                       3,120,997       3,767,674 
                                                 -----------      ----------
       Total Liabilities and
          Partners Equity                        $3,405,274      $4,041,607 
                                                 ===========      ==========
                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                          BALANCE SHEETS
                                                DECEMBER 31,       MARCH 31,
                                                    1996             1996   
                                                 -----------      ----------
SERIES 6                                         (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  339,902       $  388,991
   Investments in Securities                         44,822           43,120
                                                 -----------      ----------
     Total Current Assets                           384,724          432,111

   Investments in Securities                        432,238          410,950
   Investments in Project
          Partnerships, Net                       4,175,389        4,769,625
                                                 -----------      ----------
       Total Assets                              $4,992,351       $5,612,686
                                                 ===========      ==========


LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   64,371       $   67,831

Long-Term Liabilities:
   Payable to General Partners                      268,525          240,262

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 10,105
    at December 31, 1996 and March 31, 1996
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 10,105 at
    December 31, 1996 and March 31, 1996,
    issued and outstanding                        4,701,587       5,340,274 
General Partners                                    (42,132)        (35,681)
                                                 -----------      ----------
     Total Partners' Equity                       4,659,455       5,304,593 
                                                 -----------      ----------
       Total Liabilities and
          Partners Equity                        $4,992,351      $5,612,686 
                                                 ===========      ==========
                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                          BALANCE SHEETS
                                                DECEMBER 31,       MARCH 31,
                                                    1996             1996   
                                                 -----------      ----------
TOTAL SERIES 2 - 6                               (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                    $ 1,018,727     $ 1,058,553 
   Investments in Securities                        243,713         236,115 
                                                 -----------     -----------
     Total Current Assets                         1,262,440       1,294,668 

   Investments in Securities                      1,936,519       2,018,996 
   Investments in Project
          Partnerships, Net                      10,011,640      12,307,589 
                                                 -----------     -----------
       Total Assets                             $13,210,599     $15,621,253 
                                                 ===========     ===========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                  $   273,949     $   287,283 

Long-Term Liabilities:
   Payable to General Partners                    1,155,699       1,070,190 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at December 31, 1996 and March 31, 1996
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 37,228 at
    December 31, 1996 and March 31, 1996,
    issued and outstanding                       11,989,760      14,447,761 
General Partners                                   (208,809)       (183,981)
                                                 -----------     -----------
     Total Partners' Equity                      11,780,951      14,263,780 
                                                 -----------     -----------
       Total Liabilities and
          Partners Equity                       $13,210,599     $15,621,253 
                                                 ===========     ===========
                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                     1996            1995   
SERIES 2                                         -----------      ----------
Revenues:
   Interest Income                               $    9,035      $    9,039 
                                                 -----------     -----------
Expenses:
   Asset Management Fee-
     General Partner                                 17,250          17,256 
   General and Administrative-
     General Partner                                  1,666           1,692 
   General and Administrative-
     Other                                            1,582             947 
   Amortization                                       1,203           1,321 
                                                 -----------     -----------
     Total Expenses                                  21,701          21,216 

Loss Before Equity in Losses of
 Project Partnerships                               (12,666)        (12,177)
Equity in Losses of Project
 Partnerships                                      (169,248)       (129,737)
                                                 -----------     -----------
Net Loss                                         $ (181,914)     $ (141,914)
                                                 ===========     ===========
Allocation of Net Loss:
   Assignees                                     $ (180,094)     $ (140,495)
   General Partners                                  (1,820)         (1,419)
                                                 -----------     -----------
                                                 $ (181,914)     $ (141,914)
                                                 ===========     ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (29.35)     $   (22.90)
   
Number of Beneficial Assignee
 Certificates Outstanding                             6,136           6,136 


                          See accompanying notes to financial statements.

<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                      1996            1995  
SERIES 3                                         -----------      ----------
Revenues:
   Interest Income                               $    7,823      $    7,748 
                                                 -----------     ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 15,982          16,010 
   General and Administrative-
     General Partner                                  1,742           1,770 
   General and Administrative-
     Other                                            2,136           1,196 
   Amortization                                         319           1,991 
                                                 -----------     -----------
     Total Expenses                                  20,179          20,967 
                                                 -----------     -----------
Loss Before Equity in Losses of
 Project Partnerships                               (12,356)        (13,219)
Equity in Losses of Project
 Partnerships                                       (31,875)       (138,204)
                                                 -----------     -----------
Net Loss                                         $  (44,231)     $ (151,423)
                                                 ===========     ===========
Allocation of Net Loss:
   Assignees                                     $  (43,789)     $ (149,909)
   General Partners                                    (442)         (1,514)
                                                 -----------     -----------
                                                 $  (44,231)     $ (151,423)
                                                 ===========     ===========
Net Loss Per Beneficial
 Assignee Certificate                            $    (8.03)     $   (27.48)
   
Number of Beneficial Assignee
 Certificates Outstanding                             5,456           5,456 


                          See accompanying notes to financial statements.

<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                      1996            1995  
SERIES 4                                         -----------      ----------
Revenues:
   Interest Income                               $   10,465      $   10,490 
                                                 -----------     -----------
Expenses:
   Asset Management Fee-
     General Partner                                 19,596          19,642 
   General and Administrative-
     General Partner                                  2,196           2,231 
   General and Administrative-
     Other                                            1,851           1,275 
   Amortization                                         847           1,197 
                                                 -----------     -----------
     Total Expenses                                  24,490          24,345 
                                                 -----------     -----------
Loss Before Equity in Losses of
 Project Partnerships                               (14,025)        (13,855)
Equity in Losses of Project
 Partnerships                                      (119,869)       (133,499)
                                                 -----------     -----------
Net Loss                                         $ (133,894)     $ (147,354)
                                                 ===========     ===========
Allocation of Net Loss:
   Assignees                                     $ (132,556)     $ (145,880)
   General Partners                                  (1,338)         (1,474)
                                                 -----------     -----------
                                                 $ (133,894)     $ (147,354)
                                                 ===========     ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (19.17)     $   (21.10)
   
Number of Beneficial Assignee
 Certificates Outstanding                             6,915           6,915 


                          See accompanying notes to financial statements.

<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                      1996            1995  
SERIES 5                                         -----------      ----------
Revenues:
   Interest Income                               $   13,331      $   13,389 
                                                 -----------     -----------
Expenses:
   Asset Management Fee-
     General Partner                                 24,253          24,290 
   General and Administrative-
     General Partner                                  2,726           2,770 
   General and Administrative-
     Other                                            2,260           1,458 
   Amortization                                       3,116           3,082 
                                                 -----------     -----------
     Total Expenses                                  32,355          31,600 
                                                 -----------     -----------
Loss Before Equity in Losses of
 Project Partnerships                               (19,024)        (18,211)
Equity in Losses of Project
 Partnerships                                      (171,692)       (177,128)
                                                 -----------     -----------
Net Loss                                         $ (190,716)     $ (195,339)
                                                 ===========     ===========
Allocation of Net Loss:
   Assignees                                     $ (188,809)     $ (193,386)
   General Partners                                  (1,907)         (1,953)
                                                 -----------     -----------
                                                 $ (190,716)     $ (195,339)
                                                 ===========     ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (21.91)     $   (22.44)
   
Number of Beneficial Assignee
 Certificates Outstanding                             8,616           8,616 


                          See accompanying notes to financial statements.

<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                      1996            1995  
SERIES 6                                         -----------      ----------
Revenues:
   Interest Income                               $   11,892      $   11,953 
                                                 -----------     -----------
Expenses:
   Asset Management Fee-
     General Partner                                 26,916          26,977 
   General and Administrative-
     General Partner                                  2,877           2,923 
   General and Administrative-
     Other                                            2,119           1,527 
   Amortization                                       5,664           5,757 
                                                 -----------     -----------
     Total Expenses                                  37,576          37,184 
                                                 -----------     -----------
Loss Before Equity in Losses of
 Project Partnerships                               (25,684)        (25,231)
Equity in Losses of Project
 Partnerships                                      (190,004)       (239,594)
                                                 -----------     -----------
Net Loss                                         $ (215,688)     $ (264,825)
                                                 ===========     ===========
Allocation of Net Loss:
   Assignees                                     $ (213,532)     $ (262,117)
   General Partners                                  (2,156)         (2,648)
                                                 -----------     -----------
                                                 $ (215,688)     $ (264,825)
                                                 ===========     ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (21.13)     $   (25.95)
   
Number of Beneficial Assignee
 Certificates Outstanding                            10,105          10,105 


                          See accompanying notes to financial statements.

<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                     1996            1995   
TOTAL SERIES 2 - 6                               -----------      ----------
Revenues:
   Interest Income                               $   52,546     $    52,619 
                                                 -----------    ------------
Expenses:
   Asset Management Fee-
     General Partner                                103,997         104,175 
   General and Administrative-
     General Partner                                 11,207          11,386 
   General and Administrative-
     Other                                            9,948           6,403 
   Amortization                                      11,149          13,348 
                                                 -----------    ------------
     Total Expenses                                 136,301         135,312 
                                                 -----------    ------------
Loss Before Equity in Losses of
 Project Partnerships                               (83,755)        (82,693)
Equity in Losses of Project
 Partnerships                                      (682,688)       (818,162)
                                                 -----------    ------------
Net Loss                                         $ (766,443)    $  (900,855)
                                                 ===========    ============
Allocation of Net Loss:
   Assignees                                     $ (758,780)    $  (891,847)
   General Partners                                  (7,663)         (9,008)
                                                 -----------    ------------
                                                 $ (766,443)    $  (900,855)
                                                 ===========    ============






                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                     1996            1995   
SERIES 2                                         -----------     -----------
Revenues:
   Interest Income                               $   27,471      $   27,576 
                                                 -----------     -----------
Expenses:
   Asset Management Fee-
     General Partner                                 51,750          51,768 
   General and Administrative-
     General Partner                                  5,006           4,918 
   General and Administrative-
     Other                                           10,787           7,825 
   Amortization                                       3,609           3,963 
                                                 -----------     -----------
     Total Expenses                                  71,152          68,474 

Loss Before Equity in Losses of
 Project Partnerships                               (43,681)        (40,898)
Equity in Losses of Project
 Partnerships                                      (405,978)       (437,346)
                                                 -----------     -----------
Net Loss                                         $ (449,659)     $ (478,244)
                                                 ===========     ===========
Allocation of Net Loss:
   Assignees                                     $ (445,162)     $ (473,462)
   General Partners                                  (4,497)         (4,782)
                                                 -----------     -----------
                                                 $ (449,659)     $ (478,244)
                                                 ===========     ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (72.55)     $   (77.16)
   
Number of Beneficial Assignee
 Certificates Outstanding                             6,136           6,136 


                          See accompanying notes to financial statements.

<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                      1996            1995  
SERIES 3                                         -----------      ----------
Revenues:
   Interest Income                               $   23,502      $   23,472 
                                                 -----------     ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 47,946          48,030 
   General and Administrative-
     General Partner                                  5,235           5,124 
   General and Administrative-
     Other                                           14,294           8,614 
   Amortization                                         957           5,973 
                                                 -----------     -----------
     Total Expenses                                  68,432          67,741 
                                                 -----------     -----------
Loss Before Equity in Losses of
 Project Partnerships                               (44,930)        (44,269)
Equity in Losses of Project
 Partnerships                                      (222,177)       (383,868)
                                                 -----------     -----------
Net Loss                                         $ (267,107)     $ (428,137)
                                                 ===========     ===========
Allocation of Net Loss:
   Assignees                                     $ (264,436)     $ (423,856)
   General Partners                                  (2,671)         (4,281)
                                                 -----------     -----------
                                                 $ (267,107)     $ (428,137)
                                                 ===========     ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (48.47)     $   (77.69)
   
Number of Beneficial Assignee
 Certificates Outstanding                             5,456           5,456 


                          See accompanying notes to financial statements.

<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                      1996            1995  
SERIES 4                                         -----------      ----------
Revenues:
   Interest Income                               $   31,324      $   31,867 
                                                 -----------     -----------
Expenses:
   Asset Management Fee-
     General Partner                                 58,788          58,926 
   General and Administrative-
     General Partner                                  6,599           6,483 
   General and Administrative-
     Other                                           11,814           9,397 
   Amortization                                       2,541           3,591 
                                                 -----------     -----------
     Total Expenses                                  79,742          78,397 
                                                 -----------     -----------
Loss Before Equity in Losses of
 Project Partnerships                               (48,418)        (46,530)
Equity in Losses of Project
 Partnerships                                      (425,830)       (455,644)
                                                 -----------     -----------
Net Loss                                         $ (474,248)     $ (502,174)
                                                 ===========     ===========
Allocation of Net Loss:
   Assignees                                     $ (469,506)     $ (497,152)
   General Partners                                  (4,742)         (5,022)
                                                 -----------     -----------
                                                 $ (474,248)     $ (502,174)
                                                 ===========     ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (67.90)     $   (71.89)
   
Number of Beneficial Assignee
 Certificates Outstanding                             6,915           6,915 


                          See accompanying notes to financial statements.

<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                      1996            1995  
SERIES 5                                         -----------      ----------
Revenues:
   Interest Income                               $   40,044      $   40,992 
                                                 -----------     -----------
Expenses:
   Asset Management Fee-
     General Partner                                 72,759          72,870 
   General and Administrative-
     General Partner                                  8,192           8,048 
   General and Administrative-
     Other                                           14,659          11,325 
   Amortization                                       9,348           9,246 
                                                 -----------     -----------
     Total Expenses                                 104,958         101,489 
                                                 -----------     -----------
Loss Before Equity in Losses of
 Project Partnerships                               (64,914)        (60,497)
Equity in Losses of Project
 Partnerships                                      (581,763)       (524,535)
                                                 -----------     -----------
Net Loss                                         $ (646,677)     $ (585,032)
                                                 ===========     ===========
Allocation of Net Loss:
   Assignees                                     $ (640,210)     $ (579,182)
   General Partners                                  (6,467)         (5,850)
                                                 -----------     -----------
                                                 $ (646,677)     $ (585,032)
                                                 ===========     ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (74.30)     $   (67.22)
   
Number of Beneficial Assignee
 Certificates Outstanding                             8,616           8,616 


                          See accompanying notes to financial statements.

<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                      1996            1995  
SERIES 6                                         -----------      ----------
Revenues:
   Interest Income                               $   35,879      $   36,847 
                                                 -----------     -----------
Expenses:
   Asset Management Fee-
     General Partner                                 80,748          80,931 
   General and Administrative-
     General Partner                                  8,647           8,495 
   General and Administrative-
     Other                                           11,947          12,448 
   Amortization                                      16,992          17,271 
                                                 -----------     -----------
     Total Expenses                                 118,334         119,145 
                                                 -----------     -----------
Loss Before Equity in Losses of
 Project Partnerships                               (82,455)        (82,296)
Equity in Losses of Project
 Partnerships                                      (562,683)       (688,274)
                                                 -----------     -----------
Net Loss                                         $ (645,138)     $ (770,570)
                                                 ===========     ===========
Allocation of Net Loss:
   Assignees                                     $ (638,687)     $ (762,864)
   General Partners                                  (6,451)         (7,706)
                                                 -----------     -----------
                                                 $ (645,138)     $ (770,570)
                                                 ===========     ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (63.21)     $   (75.49)
   
Number of Beneficial Assignee
 Certificates Outstanding                            10,105          10,105 


                          See accompanying notes to financial statements.

<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                     1996            1995   
TOTAL SERIES 2 - 6                               -----------      ----------
Revenues:
   Interest Income                              $   158,220     $   160,756 
                                                ------------    ------------
Expenses:
   Asset Management Fee-
     General Partner                                311,991         312,525 
   General and Administrative-
     General Partner                                 33,679          33,068 
   General and Administrative-
     Other                                           63,501          49,609 
   Amortization                                      33,447          40,044 
                                                ------------    ------------
     Total Expenses                                 442,618         435,246 
                                                ------------    ------------
Loss Before Equity in Losses of
 Project Partnerships                              (284,398)       (274,490)
Equity in Losses of Project
 Partnerships                                    (2,198,431)     (2,489,667)
                                                ------------    ------------
Net Loss                                        $(2,482,829)    $(2,764,157)
                                                ============    ============
Allocation of Net Loss:
   Assignees                                    $(2,458,001)    $(2,736,516)
   General Partners                                 (24,828)        (27,641)
                                                ------------    ------------
                                                $(2,482,829)    $(2,764,157)
                                                ============    ============






                          See accompanying notes to financial statements.

<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                    General 
                                Assignees          Partners             Total  
SERIES 2                       -----------       -----------        -----------

Balance at
 March 31, 1995               $ 2,246,516         $ (31,651)       $ 2,214,865 

Net Loss                         (473,462)           (4,782)          (478,244)
                               -----------        ----------        -----------
Balance at
 December 31, 1995            $ 1,773,054         $ (36,433)       $ 1,736,621 
                               ===========        ==========        ===========

Balance at
 March 31, 1996               $ 1,661,075         $ (37,565)       $ 1,623,510 

Net Loss                         (445,162)           (4,497)          (449,659)
                               -----------        ----------        -----------
Balance at
 December 31, 1996            $ 1,215,913         $ (42,062)       $ 1,173,851 
                               ===========        ==========        ===========




                          See accompanying notes to financial statements.





<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                     General
                                 Assignees          Partners           Total   
SERIES 3                       -----------        ----------        -----------

Balance at
 March 31, 1995               $ 1,626,196         $ (31,872)       $ 1,594,324 

Net Loss                         (423,856)           (4,281)          (428,137)
                               -----------        ----------        -----------
Balance at
 December 31, 1995            $ 1,202,340         $ (36,153)       $ 1,166,187 
                               ===========        ==========        ===========

Balance at
 March 31, 1996               $ 1,160,025         $ (36,581)       $ 1,123,444 

Net Loss                         (264,436)           (2,671)          (267,107)
                               -----------        ----------        -----------
Balance at
 December 31, 1996            $   895,589         $ (39,252)       $   856,337 
                               ===========        ==========        ===========




                          See accompanying notes to financial statements.





<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                     General
                                 Assignees          Partners              Total
SERIES 4                       -----------        ----------        -----------

Balance at
 March 31, 1995               $ 3,179,350         $ (29,152)       $ 3,150,198 

Net Loss                         (497,152)           (5,022)          (502,174)
                               -----------        ----------        -----------
Balance at
 December 31, 1995            $ 2,682,198         $ (34,174)       $ 2,648,024 
                               ===========        ==========        ===========

Balance at
 March 31, 1996               $ 2,480,767         $ (36,208)       $ 2,444,559 

Net Loss                         (469,506)           (4,742)          (474,248)
                               -----------        ----------        -----------
Balance at
 December 31, 1996            $ 2,011,261         $ (40,950)       $ 1,970,311 
                               ===========        ==========        ===========




                          See accompanying notes to financial statements.





<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                     General
                                 Assignees          Partners            Total  
SERIES 5                       -----------        ----------        -----------

Balance at
 March 31, 1995               $ 4,579,242         $ (30,132)       $ 4,549,110 

Net Loss                         (579,182)           (5,850)          (585,032)
                               -----------        ----------        -----------
Balance at
 December 31, 1995            $ 4,000,060         $ (35,982)       $ 3,964,078 
                               ===========        ==========        ===========

Balance at
 March 31, 1996               $ 3,805,620         $ (37,946)       $ 3,767,674 

Net Loss                         (640,210)           (6,467)          (646,677)
                               -----------        ----------        -----------
Balance at
 December 31, 1996            $ 3,165,410         $ (44,413)       $ 3,120,997 
                               ===========        ==========        ===========




                          See accompanying notes to financial statements.





<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                     General
                                 Assignees          Partners            Total  
SERIES 6                       -----------        ----------        -----------

Balance at
 March 31, 1995               $ 6,153,088         $ (27,471)       $ 6,125,617 

Net Loss                         (762,864)           (7,706)          (770,570)
                               -----------        ----------        -----------
Balance at
 December 31, 1995            $ 5,390,224         $ (35,177)       $ 5,355,047 
                               ===========        ==========        ===========

Balance at
 March 31, 1996               $ 5,340,274         $ (35,681)       $ 5,304,593 

Net Loss                         (638,687)           (6,451)          (645,138)
                               -----------        ----------        -----------
Balance at
 December 31, 1996            $ 4,701,587         $ (42,132)       $ 4,659,455 
                               ===========        ==========        ===========




                          See accompanying notes to financial statements.





<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                     General
                                 Assignees          Partners            Total  
TOTAL SERIES 2 - 6             -----------        ----------        -----------

Balance at
 March 31, 1995               $17,784,392        $ (150,278)       $17,634,114 

Net Loss                       (2,736,516)          (27,641)        (2,764,157)
                               -----------        ----------        -----------
Balance at
 December 31, 1995            $15,047,876        $ (177,919)       $14,869,957 
                               ===========        ==========        ===========
Balance at
 March 31, 1996               $14,447,761        $ (183,981)       $14,263,780 

Net Loss                       (2,458,001)          (24,828)        (2,482,829)
                               -----------        ----------        -----------
Balance at
 December 31, 1996            $11,989,760        $ (208,809)       $11,780,951 
                               ===========        ==========        ===========




                          See accompanying notes to financial statements.





<PAGE>


                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                           1996          1995  
SERIES 2                                              -----------   -----------
Cash Flows from Operating Activities:
   Net Loss                                           $ (449,659)   $ (478,244)
   Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:
     Amortization                                          3,609         3,963 
     Accreted Interest Income
      on Investments in Securities                       (21,518)      (21,688)
     Equity in Losses of
      Project Partnerships                               405,978       437,346 
     Interest Income from
      Redemption of Securities                            10,359         7,238 
     Payment of Asset Management Fee                      32,438        32,540 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                                (15,175)      (15,404)
                                                      -----------   -----------
         Net Cash Provided by (Used in)
         Operating Activities                            (33,968)      (34,249)
                                                      -----------   -----------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                                  4,176         4,593 
   Redemption of Investment
     in Securities                                        33,294        34,609 
                                                      -----------   -----------
         Net Cash Provided by
         Investing Activities                             37,470        39,202 
                                                      -----------   -----------
Increase (Decrease) in Cash and 
 Cash Equivalents                                          3,502         4,593 
Cash and Cash Equivalents at
 Beginning of Year                                       135,519       127,890 
                                                      -----------   -----------
Cash and Cash Equivalents at
 End of Year                                          $  139,021    $  132,843 
                                                      ===========   ===========

                          See accompanying notes to financial statements.
<PAGE>


                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                           1996          1995  
SERIES 3                                              -----------     ---------
Cash Flows from Operating Activities:
   Net Loss                                           $ (267,107)   $ (428,137)
   Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:
     Amortization                                            957         5,973 
     Accreted Interest Income
      on Investments in Securities                       (19,141)      (19,291)
     Equity in Losses of
      Project Partnerships                               222,177       383,868 
     Interest Income from
      Redemption of Securities                             9,214         6,437 
     Payment of Asset Management Fee                      39,504        35,611 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                                (33,229)      (25,395)
                                                      -----------   -----------
         Net Cash Provided by (Used in)
         Operating Activities                            (47,625)      (40,934)
                                                      -----------   -----------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                                 26,557        20,900 
   Redemption of Investment
     in Securities                                        29,617        30,785 
                                                      -----------   -----------
         Net Cash Provided by
         Investing Activities                             56,174        51,685 
                                                      -----------   -----------
Increase (Decrease) in Cash and 
 Cash Equivalents                                          8,549        10,751 
Cash and Cash Equivalents at
 Beginning of Year                                        97,988        83,648 
                                                      -----------   -----------
Cash and Cash Equivalents at
 End of Year                                          $  106,537    $   94,399 
                                                      ===========   ===========

                          See accompanying notes to financial statements.
<PAGE>

                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                           1996          1995  
SERIES 4                                               ----------     ---------
Cash Flows from Operating Activities:
   Net Loss                                           $ (474,248)   $ (502,174)
   Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:
     Amortization                                          2,541         3,591 
     Accreted Interest Income
      on Investments in Securities                       (24,248)      (24,440)
     Equity in Losses of
      Project Partnerships                               425,830       455,644 
     Interest Income from
      Redemption of Securities                            11,674         8,156 
     Payment of Asset Management Fee                      42,702        40,031 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                                (29,211)      (23,812)
                                                      -----------   -----------
         Net Cash Provided by (Used in)
         Operating Activities                            (44,960)      (43,004)
                                                      -----------   -----------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                                 10,900        11,776 
   Redemption of Investment
     in Securities                                        37,522        39,001 
                                                      -----------   -----------
         Net Cash Provided by
         Investing Activities                             48,422        50,777 
                                                      -----------   -----------
Increase (Decrease) in Cash and 
 Cash Equivalents                                          3,462         7,773 
Cash and Cash Equivalents at
 Beginning of Year                                       178,506       168,651 
                                                      -----------   -----------
Cash and Cash Equivalents at
 End of Year                                          $  181,968    $  176,424 
                                                      ===========   ===========


                          See accompanying notes to financial statements.
<PAGE>

                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                           1996          1995  
SERIES 5                                               ----------     ---------
Cash Flows from Operating Activities:
   Net Loss                                           $ (646,677)   $ (585,032)
   Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:
     Amortization                                          9,348         9,246 
     Accreted Interest Income
      on Investments in Securities                       (30,222)      (30,461)
     Equity in Losses of
      Project Partnerships                               581,763       524,535 
     Interest Income from
      Redemption of Securities                            14,550        10,166 
     Payment of Asset Management Fee                      59,353        62,521 
     Changes in Operating Assets                                 
      and Liabilities:
       Increase in Payable to
         General Partners                                (49,010)      (55,377)
                                                      -----------   -----------
         Net Cash Provided by (Used in)
         Operating Activities                            (60,895)      (64,402)
                                                      ===========   ===========
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                                  7,878        13,906 
   Redemption of Investment
     in Securities                                        46,767        48,609 
                                                      -----------   -----------
         Net Cash Provided by
         Investing Activities                             54,645        62,515 
                                                      -----------   -----------
Increase (Decrease) in Cash and 
 Cash Equivalents                                         (6,250)       (1,887)
Cash and Cash Equivalents at
 Beginning of Year                                       257,549       249,065 
                                                      -----------   -----------
Cash and Cash Equivalents at
 End of Year                                          $  251,299    $  247,178 
                                                      -----------   -----------

                          See accompanying notes to financial statements.

<PAGE>


                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                           1996          1995  
SERIES 6                                               ----------     ---------
Cash Flows from Operating Activities:
   Net Loss                                           $ (645,138)   $ (770,570)
   Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:
     Amortization                                         16,992        17,271 
     Accreted Interest Income
      on Investments in Securities                       (22,990)      (22,930)
     Equity in Losses of
      Project Partnerships                               562,683       688,274 
     Interest Income from
      Redemption of Securities                                 0             0 
     Payment of Asset Management Fee                      52,484        47,661 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                                (27,680)      (17,940)
                                                      -----------   -----------
         Net Cash Provided by (Used in)
         Operating Activities                            (63,649)      (58,234)
                                                      -----------    ----------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                                 14,560        10,281 
   Redemption of Investment
     in Securities                                             0             0 
                                                      -----------   -----------
         Net Cash Provided by
         Investing Activities                             14,560        10 281 
                                                      -----------   -----------
Increase (Decrease) in Cash and 
 Cash Equivalents                                        (49,089)      (47,953)
Cash and Cash Equivalents at
 Beginning of Year                                       388,991       384,578 
                                                      -----------   -----------
Cash and Cash Equivalents at
 End of Year                                          $  339,902    $  336,625 
                                                      ===========   ===========

                          See accompanying notes to financial statements.
<PAGE>


                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                           1996          1995  
TOTAL SERIES 2 - 6                                     ----------     ---------
Cash Flows from Operating Activities:
   Net Loss                                          $(2,482,829)  $(2,764,157)
   Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:
     Amortization                                         33,447        40,044 
     Accreted Interest Income
      on Investments in Securities                      (118,119)     (118,810)
     Equity in Losses of
      Project Partnerships                             2,198,431     2,489,667 
     Interest Income from
      Redemption of Securities                            45,797        31,997 
     Payment of Asset Management Fee                     226,481       218,364 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                               (154,305)     (137,928)
                                                     ------------  ------------
         Net Cash Provided by (Used in)
         Operating Activities                           (251,097)     (240,823)
                                                     ------------  ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                                 64,071        61,456 
   Redemption of Investment
     in Securities                                       147,200       153,004 
                                                     ------------  ------------
         Net Cash Provided by
         Investing Activities                            211,271       214,460 
                                                     ------------  ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                        (39,826)      (26,363)
Cash and Cash Equivalents at
 Beginning of Year                                     1,058,553     1,013,832 
                                                     ------------  ------------
Cash and Cash Equivalents at
 End of Year                                         $ 1,018,727   $   987,469 
                                                     ============  ============

                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                   NOTES TO FINANCIAL STATEMENTS
                                            (Unaudited)

                                         December 31, 1996

NOTE 1 - ORGANIZATION:

   Gateway Tax Credit Fund II Ltd. ("Gateway"), a Florida Limited
Partnership, was formed September 12, 1989, under the laws of
Florida.  Operations commenced on September 14, 1990 for Series 2,
September 28, 1990 for Series 3, February 1, 1991 for Series 4,
July 1, 1991 for Series 5 and January 1, 1992 for Series 6. 
Gateway has invested, as a limited partner, in other limited
partnerships ("Project Partnerships") each of which owns and
operates one or more apartment complexes expected to qualify for
Low-Income Housing Tax Credits.  Gateway will terminate on December
31, 2040, or sooner, in accordance with the terms of the Limited
Partnership Agreement.  As of December 31, 1996, Gateway had
received capital contributions of $1,000 from the General Partners
and $37,228,000 from Beneficial Assignee Certificate investors (the
"Assignees").  The fiscal year of Gateway for reporting purposes
ends on March 31.

   Pursuant to the Securities Act of 1933, Gateway filed a Form S-11
Registration Statement with the Securities and Exchange Commission,
effective September 12, 1989, which covered the offering (the
"Public Offering") of Gateway's Beneficial Assignee Certificates
("BACs") representing assignments of units for the beneficial
interest of the limited partnership interest of the Assignor
Limited Partner.  The Assignor Limited Partner was formed for the
purpose of serving in that capacity for the Fund and will not
engage in any other business.  

   Raymond James Partners, Inc. and Raymond James Tax Credit Funds,
Inc., f/k/a RJ Credit Partners, Inc., wholly-owned subsidiaries of
Raymond James Financial, Inc., are the General Partner and the
Managing General Partner, respectively.  The Managing General
Partner manages and controls the business of Gateway.

   Gateway offered BACs in five series.  BACs in the amounts of
$6,136,000, $5,456,000, $6,915,000, $8,616,000 and $10,105,000 for
Series 2, 3, 4, 5 and 6, respectively had been issued as of
December 31, 1996.  Each Series is treated as a separate
partnership, investing in a separate and distinct pool of Project
Partnerships.  Net proceeds from each Series are used to acquire
Project Partnerships which are specifically allocated to such
Series.  Income or loss and all tax items from the Project
Partnerships acquired by each Series are specifically allocated
among the Assignees of such Series.

   Operating profits and losses, cash distributions from operations
and tax credits are allocated 99% to the Assignees and 1% to the
General Partners.  Profit or loss and cash distributions from sales
of properties will be allocated as formulated in the Limited
Partnership Agreement.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

   Gateway utilizes the accrual basis of accounting whereby revenues
are recognized when earned and expenses are recognized when
obligations are incurred.

   Gateway accounts for its investments as the sole limited partner
in Project Partnerships ("Investments in Project Partnerships")
using the equity method of accounting and reports the equity in
losses of the Project Partnerships on a 3-month lag in the
Statements of Operations.  Under the equity method, the Investments
in Project Partnerships initially include:

  1)  Gateway's capital contribution,
  2)  Acquisition fees paid to the General Partner for services
  rendered in selecting properties for acquisition, and
  3)  Acquisition expenses including legal fees, travel and other
  miscellaneous costs relating to acquiring properties.

Quarterly the Investments in Project Partnerships are increased or
decreased as follows:

  1)  Increased for equity in income or decreased for equity in
  losses of the Project Partnerships,
  2)  Decreased for cash distributions received from the Project
  Partnerships,
  3)  Decreased for the amortization of the acquisition fees and
  expenses,
  4)  In certain Project Partnerships, where Gateway's investment
  was greater than Gateway's pro-rata share of the book value of
  the underlying assets, decreased for the amortization of the
  difference; and
  5)  In certain Project Partnerships, where Gateway's investment
  was less than Gateway's pro-rata share of the book value of the
  underlying assets, increased for the accretion of the difference.

  Amortization and accretion are calculated on a straight-line
basis over 35 years, as this is the average estimated useful life
of the underlying assets.  The net amortization and accretion are
shown as amortization expense on the Statements of Operations.

  Pursuant to the limited partnership agreements for the Project
Partnerships, cash losses generated by the Project Partnerships are
allocated to the general partners of those partnerships.  In
subsequent years, cash profits, if any, are first allocated to the
general partners to the extent of the allocation of prior years'
cash losses.

  Since Gateway invests as a limited partner, and therefore is not
obligated to fund losses or make additional capital contributions,
it does not recognize losses from individual Project Partnerships
to the extent that these losses would reduce the investment in
those Project Partnerships below zero.  The suspended losses will
be used to offset future income from the individual Project
Partnerships.

Cash and Cash Equivalents

  It is Gateway's policy to include short-term investments with an
original maturity of three months or less in Cash and Cash
Equivalents.  Short-term investments are comprised of money market
mutual funds.

Concentration of Credit Risk

  Financial instruments which potentially subject Gateway to
concentrations of credit risk consist of cash investments in a
money market mutual fund that is a wholly-owned subsidiary of
Raymond James Financial, Inc.

Use of Estimates in the Preparation of Financial Statements

  The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of
estimates that affect certain reported amounts and disclosures. 
These estimates are based on management's knowledge and experience. 
Accordingly, actual results could differ from these estimates.

Investment in Securities

  Effective April 1, 1994, Gateway adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities ("FAS 115").  Under FAS 115, Gateway is
required to categorize its debt securities as held-to-maturity,
available-for-sale or trading securities, dependent upon Gateway's
intent in holding the securities.  Gateway's intent is to hold all
of its debt securities (U. S. Government Security Strips) until
maturity and to use these reserves to fund Gateway's ongoing
operations.  Interest income is recognized ratably on the U. S.
Government Strips using the effective yield to maturity.

Offering and Commission Costs

  Offering and commission costs were charged against Assignees'
Equity upon the admission of Limited Partners.
<PAGE>
Income Taxes

  No provision for income taxes has been made in these financial
statements, as income taxes are a liability of the partners rather
than of Gateway.

Reclassifications

  For comparability, the 1995 figures have been reclassified, where
appropriate, to conform with the financial statement presentation
used in 1996.

Fair Value of Financial Instruments

  The fair value of investment securities is discussed in Note 3. 
The fair value of current assets and current liabilities is assumed
to be equal to their reported carrying amounts due to their short
term nature.  It is not practicable to estimate the fair value of
the long term payable to the general partner because it is
attributable to a related party transaction for which there would
be no fair market equivalent.

Basis of Preparation

  The unaudited financial statements presented herein have been
prepared in accordance with the instructions to Form 10-Q and do
not include all of the information and note disclosures required by
generally accepted accounting principles.  These statements should
be read in conjunction with the financial statements and notes
thereto included with the Partnership's Form 10-K for the year
ended March 31, 1996.  In the opinion of management these financial
statements include adjustments, consisting only of normal recurring
adjustments, necessary to fairly summarize the Partnership's
financial position and results of operations.  The results of
operations for the periods may not be indicative of the results to
be expected for the year.


NOTE 3 - INVESTMENT IN SECURITIES:

  The December 31, 1996 Balance Sheet includes Investment in
Securities consisting of U.S. Government Security Strips which
represents their cost, plus accreted interest income of $119,594
for Series 2, $106,376 for Series 3, $134,769 for Series 4,
$167,970 for Series 5 and $115,970 for Series 6.  For convenience,
the Investment in Securities are commonly held in a brokerage
account with Raymond James and Associates, Inc.   A separate
accounting is maintained for each series' share of the investments.

<PAGE>
                                Estimated        Cost Plus     Gross Unrealized
                                  Market          Accreted          Gains and  
                                  Value           Interest            (Losses) 
                                 ---------         ---------          ---------
Series 2                         $ 408,012         $ 385,258          $  22,754
Series 3                           362,799           342,678             20,121
Series 4                           459,812           434,139             25,673
Series 5                           572,917           541,097             31,820
Series 6                           492,799           477,060             15,739

   As of December 31, 1996, the cost and accreted interest of debt
securities by contractual maturities is as follows:

                                  Series 2          Series 3           Series 4
                                 ---------         ---------          ---------
Due within 1 year                $  44,989         $  40,017          $  50,697
After 1 year
 through 5 years                   165,763           147,441            186,790
After 5 years
 through 10 years                  174,506           155,220            196,652
After 10 years                           0                 0                  0
                                 ---------         ---------          ---------
  Total Amount Carried on
    Balance Sheet                $ 385,258         $ 342,678          $ 434,139
                                 =========         =========          =========

                                  Series 5          Series 6              Total
                                 ---------         ---------          ---------
Due within 1 year                $  63,188         $  44,822         $  243,713
After 1 year
 through 5 years                   232,814           180,359            913,167
After 5 years
 through 10 years                  245,095           212,628            984,101
After 10 years                           0            39,251             39,251
                                 ---------         ---------          ---------
  Total Amount Carried on
    Balance Sheet                $ 541,097         $ 477,060         $2,180,232
                                 =========         =========          =========

NOTE 4 - RELATED PARTY TRANSACTIONS:

  The Payable to General Partners primarily represents the asset
management fees owed to the General Partners at the end of the
period.  It is unsecured, due on demand and, in accordance with the
limited partnership agreement, non-interest bearing.  Within the
next twelve months, the Managing General Partner does not intend to
demand payment on the portion of Asset Management fees payable
classified as long-term on the balance sheet.

  For the nine months ended December 31, 1996 and 1995 the General
Partners and affiliates are entitled to compensation and
reimbursement for costs and expenses incurred by Gateway as
follows:

  Asset Management Fee - The Managing General Partner is entitled
to be paid an annual asset management fee equal to 0.25% of the
aggregate cost of Gateway's interest in the projects owned by the
Project Partnerships.  The asset management fee will be paid only
after all other expenses of Gateway have been paid.  These fees are
included in the Statements of Operations.

                                               1996           1995  
                                            ---------      ---------
  Series 2                                  $  51,750     $   51,768
  Series 3                                     47,946         48,030
  Series 4                                     58,788         58,926
  Series 5                                     72,759         72,870
  Series 6                                     80,748         80,931
                                            ---------      ---------
  Total                                     $ 311,991      $ 312,525
                                            =========      =========

  General and Administrative Expenses - The Managing General
Partner is reimbursed for general and administrative expenses of
Gateway on an accountable basis.  This expense is included in the
Statements of Operations.
                                               1996           1995  
                                            ---------      ---------
  Series 2                                  $   5,006      $   4,918
  Series 3                                      5,235          5,124
  Series 4                                      6,599          6,483
  Series 5                                      8,192          8,048
  Series 6                                      8,647          8,495
                                            ---------      ---------
  Total                                     $  33,679      $  33,068
                                            =========      =========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As of December 31, 1996, the Partnership had acquired an interest
in 22 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:

                                                     DECEMBER 31,     MARCH 31,
                                                           1996         1996   
SERIES 2                                               ----------    ----------
   
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 4,524,678   $ 4,524,678 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 38,254        33,815 

Cumulative equity in losses of
Project Partnerships (2)                              (3,901,174)   (3,495,196)

Cumulative distributions received
from Project Partnerships                                (49,300)      (45,124)

Excess of investment cost over the
underlying assets acquired:
   Acquisition fees and expenses                         390,838       390,838 
   Accumulated amortization of
   acquisition fees and expenses                         (66,135)      (58,088)
                                                     ------------  ------------

Investments in
 Project Partnerships                                $   937,161   $ 1,350,923 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At December 31, 1996 and March 31, 1996 these
excess costs were $205,718.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $57,490 for the period ended December 31, 1996
and cumulative suspended losses of $25,114 for the year ended March
31, 1996 are not included.

<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of December 31, 1996, the Partnership had acquired an interest
in 23 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:


                                                     DECEMBER 31,     MARCH 31,
                                                           1996         1996   
SERIES 3                                               ----------    ----------

Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 3,888,713   $ 3,888,713 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 39,514        33,947 

Cumulative equity in losses of
Project Partnerships (2)                              (3,559,937)   (3,337,760)

Cumulative distributions received
from Project Partnerships                               (137,297)     (110,740)

Excess of investment cost over the
underlying assets acquired:
   Acquisition fees and expenses                         491,746       491,746 
   Accumulated amortization of
   acquisition fees and expenses                         (70,766)      (64,243)
                                                     ------------  ------------

Investments in
 Project Partnerships                                $   651,973   $   901,663 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At December 31, 1996 and March 31, 1996 these
excess costs were $213,147.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $404,008 for the period ended December 31, 1996
and cumulative suspended losses of $226,112 for the year ended
March 31, 1996 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of December 31, 1996, the Partnership had acquired an interest
in 29 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:

                                                     DECEMBER 31,     MARCH 31,
                                                           1996         1996   
SERIES 4                                               ----------    ----------

Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 4,952,519   $ 4,952,519 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 69,669        60,437 

Cumulative equity in losses of
Project Partnerships (2)                              (3,794,033)   (3,368,203)

Cumulative distributions received
from Project Partnerships                                (70,183)      (59,283)

Excess of investment cost over the
underlying assets acquired:
   Acquisition fees and expenses                         562,967       562,967 
   Accumulated amortization of
   acquisition fees and expenses                         (86,700)      (74,927)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $ 1,634,239   $ 2,073,510 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At December 31, 1996 and March 31, 1996 these
excess costs were $430,637.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $36,498 for the period ended December 31, 1996
and cumulative suspended losses of $11,440 for the year ended March
31, 1996 are not included.


<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of December 31, 1996, the Partnership had acquired an interest
in 36 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:

                                                     DECEMBER 31,     MARCH 31,
                                                           1996         1996   
SERIES 5                                               ----------    ----------
   
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 6,164,472   $ 6,164,472 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 31,618        27,015 

Cumulative equity in losses of
Project Partnerships (2)                              (4,048,426)   (3,466,663)

Cumulative distributions received
from Project Partnerships                                (92,749)      (84,871)

Excess of investment cost over the
underlying assets acquired:
   Acquisition fees and expenses                         650,837       650,837 
   Accumulated amortization of
   acquisition fees and expenses                         (92,874)      (78,922)
                                                     ------------  ------------

Investments in
 Project Partnerships                                $ 2,612,878   $ 3,211,868 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At December 31, 1996 and March 31, 1996 these
excess costs were $214,636.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $0 for the period ended December 31, 1996 and
cumulative suspended losses of $0 for the year ended March 31, 1996
are not included.

<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of December 31, 1996, the Partnership had acquired an interest
in 38 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:

                                                     DECEMBER 31,     MARCH 31,
                                                           1996         1996   
SERIES 6                                               ----------    ----------

Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 7,462,215   $ 7,462,215 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 (2,700)       (2,253)

Cumulative equity in losses of
Project Partnerships (2)                              (3,890,269)   (3,327,586)

Cumulative distributions received
from Project Partnerships                                (77,992)      (63,432)

Excess of investment cost over the
underlying assets acquired:
   Acquisition fees and expenses                         785,179       785,179 
   Accumulated amortization of
   acquisition fees and expenses                        (101,044)      (84,498)
                                                     ------------  ------------

Investments in
 Project Partnerships                                $ 4,175,389   $ 4,769,625 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At December 31, 1996 and March 31, 1996 these
excess costs were ($20,841).
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $37,229 for the period ended December 31, 1996
and cumulative suspended losses of $11,517 for the year ended March
31, 1996 are not included.

<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   The following is a summary of Investments in Project
Partnerships:


                                                     DECEMBER 31,     MARCH 31,
                                                           1996         1996   
TOTAL SERIES 2 - 6                                     ----------    ----------

Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                               $ 26,992,597  $ 26,992,597 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                176,355       152,961 

Cumulative equity in losses of
Project Partnerships                                 (19,193,839)  (16,995,408)

Cumulative distributions received
from Project Partnerships                               (427,521)     (363,450)

Excess of investment cost over the
underlying assets acquired:
   Acquisition fees and expenses                       2,881,567     2,881,567 
   Accumulated amortization of
   acquisition fees and expenses                        (417,519)     (360,678)
                                                    ------------- -------------

Investments in
 Project Partnerships                               $ 10,011,640  $ 12,307,589 
                                                    ============= =============



<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):


   In accordance with the Partnership's policy of presenting the
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of September 30 of each year:

                                                           1996          1995  
SERIES 2                                              -----------    ----------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                                   $  1,660,264  $  1,444,741 
   Investment properties, net                         22,743,234    23,656,926 
   Other assets                                            1,693         3,419 
                                                    ------------- -------------
     Total assets                                   $ 24,405,191  $ 25,105,086 
                                                    ============= =============
Liabilities and Partners' Equity
   Current liabilities                              $    470,102  $    524,716 
   Long-term debt                                     23,298,841    23,306,669 
                                                    ------------- -------------
     Total liabilities                                23,768,943    23,831,385 

Partners' Equity
   Limited Partner                                       554,832     1,088,103 
   General Partners                                       81,416       185,598 
                                                    ------------- -------------
                                                         636,248     1,273,701 
     Total liabilities and
     partners' equity                               $ 24,405,191  $ 25,105,086 
                                                    ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                             $  1,968,616  $  2,012,031 
Expenses:
   Operating expenses                                  1,031,540       927,306 
   Interest expense                                      661,270       797,245 
   Depreciation and amortization                         718,588       729,244 
                                                    ------------- -------------
     Total expenses                                    2,411,398     2,453,795 

       Net loss                                     $   (442,782) $   (441,764)
                                                    ============= =============
   Other partners' share
    of net loss                                     $     (4,428) $     (4,418)

   Partnership's share of net loss                  $   (438,354) $   (437,346)
     Suspended loss                                       32,376             0 
                                                    ------------- -------------
   Equity in Loss of
      Project Partnerships                          $   (405,978) $   (437,346)
                                                    ============= =============


<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Partnership's policy of presenting the
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of September 30 of each year:


                                                           1996          1995  
SERIES 3                                              -----------    ----------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                                   $  2,049,208  $  1,891,425 
   Investment properties, net                         20,004,029    20,905,778 
   Other assets                                          233,196       241,231 
                                                    ------------- -------------
     Total assets                                   $ 22,286,433  $ 23,038,434 
                                                    ============= =============
Liabilities and Partners' Equity
   Current liabilities                              $    523,579  $    569,000 
   Long-term debt                                     21,840,016    21,920,084 
                                                    ------------- -------------
     Total liabilities                                22,363,595    22,489,084 

Partners' Equity
   Limited Partner                                      (425,639)      201,678 
   General Partners                                      348,477       347,672 
                                                    ------------- -------------
                                                         (77,162)      549,350 
     Total liabilities and
     partners' equity                               $ 22,286,433  $ 23,038,434 
                                                    ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                             $  1,871,589  $  2,139,667 
Expenses:
   Operating expenses                                  1,145,127     1,061,810 
   Interest expense                                      446,640       824,786 
   Depreciation and amortization                         683,936       679,669 
                                                    ------------- -------------
     Total expenses                                    2,275,703     2,566,265 

       Net loss                                     $   (404,114) $   (426,598)
                                                    ============= =============
   Other partners' share
    of net loss                                     $     (4,041) $     (4,266)

   Partnership's share of net loss                  $   (400,073) $   (422,332)
     Suspended loss                                      177,896        38,464 
                                                    ------------- -------------
   Equity in Loss of
      Project Partnerships                          $   (222,177) $   (383,868)
                                                    ============= =============


<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Partnership's policy of presenting the
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of September 30 of each year:


                                                           1996          1995  
SERIES 4                                              -----------    ----------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                                   $  2,010,040  $  1,989,218 
   Investment properties, net                         26,528,213    27,508,612 
   Other assets                                           21,726        11,750 
                                                    ------------- -------------
     Total assets                                   $ 28,559,979  $ 29,509,580 
                                                    ============= =============
Liabilities and Partners' Equity
   Current liabilities                              $    575,577  $    697,870 
   Long-term debt                                     26,618,948    26,690,914 
                                                    ------------- -------------
     Total liabilities                                27,194,525    27,388,784 

Partners' Equity
   Limited Partner                                     1,095,809     1,766,724 
   General Partners                                      269,645       354,072 
                                                    ------------- ------------ 
                                                       1,365,454     2,120,796 
     Total liabilities and
     partners' equity                               $ 28,559,979  $ 29,509,580 
                                                    ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                             $  2,372,440  $  2,481,875 
Expenses:
   Operating expenses                                  1,341,690     1,210,200 
   Interest expense                                      693,611       926,095 
   Depreciation and amortization                         792,581       805,826 
                                                    ------------- -------------
     Total expenses                                    2,827,882     2,942,121 

       Net loss                                     $   (455,442) $   (460,246)
                                                    ============= =============
   Other partners' share
    of net loss                                     $     (4,554) $     (4,602)

   Partnership's share of net loss                  $   (450,888) $   (455,644)
     Suspended loss                                       25,058             0 
                                                    ------------- -------------
   Equity in Loss of
      Project Partnerships                          $   (425,830) $   (455,644)
                                                    ============= =============


<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Partnership's policy of presenting the
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of September 30 of each year:


                                                           1996          1995  
SERIES 5                                              -----------    ----------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                                   $  2,595,853  $  2,327,453 
   Investment properties, net                         33,271,847    34,487,069 
   Other assets                                            1,148        14,927 
                                                    ------------- -------------
     Total assets                                   $ 35,868,848  $ 36,829,449 
                                                    ============= =============
Liabilities and Partners' Equity
   Current liabilities                              $    799,455  $    891,291 
   Long-term debt                                     32,935,732    33,023,060 
                                                    ------------- -------------
     Total liabilities                                33,735,187    33,914,351 

Partners' Equity
   Limited Partner                                     2,149,527     2,883,732 
   General Partners                                      (15,866)       31,366 
                                                    ------------- -------------
                                                       2,133,661     2,915,098 
     Total liabilities and
     partners' equity                               $ 35,868,848  $ 36,829,449 
                                                    ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                             $  2,648,282  $  2,734,788 
Expenses:
   Operating expenses                                  1,534,029     1,394,120 
   Interest expense                                      663,006       846,894 
   Depreciation and amortization                       1,038,886     1,023,607 
                                                    ------------- -------------
     Total expenses                                    3,235,921     3,264,621 

       Net loss                                     $   (587,639) $   (529,833)
                                                    ============= =============
   Other partners' share
    of net loss                                     $     (5,876) $     (5,298)

   Partnership's share of net loss                  $   (581,763) $   (524,535)
     Suspended loss                                            0             0 
                                                    ------------- -------------
   Equity in Loss of
      Project Partnerships                          $   (581,763) $   (524,535)
                                                    ============= =============


<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Partnership's policy of presenting the
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of September 30 of each year:


                                                           1996          1995  
SERIES 6                                              -----------    ----------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                                   $  2,777,491  $  2,487,192 
   Investment properties, net                         37,340,541    38,746,300 
   Other assets                                           21,153        38,635 
                                                    ------------- -------------
     Total assets                                   $ 40,139,185  $ 41,272,127 
                                                    ============= =============
Liabilities and Partners' Equity
   Current liabilities                              $    912,481  $  1,139,260 
   Long-term debt                                     35,835,035    36,041,320 
                                                    ------------- -------------
     Total liabilities                                36,747,516    37,180,580 

Partners' Equity
   Limited Partner                                     3,508,456     4,154,097 
   General Partners                                     (116,787)      (62,550)
                                                    ------------- -------------
                                                       3,391,669     4,091,547 
     Total liabilities and
     partners' equity                               $ 40,139,185  $ 41,272,127 
                                                    ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                             $  3,087,264  $  2,994,268 
Expenses:
   Operating expenses                                  1,619,403     1,469,490 
   Interest expense                                      907,245     1,067,132 
   Depreciation and amortization                       1,154,954     1,152,872 
                                                    ------------- -------------
     Total expenses                                    3,681,602     3,689,494 

       Net loss                                     $   (594,338) $   (695,226)
                                                    ============= =============
   Other partners' share
    of net loss                                     $     (5,943) $     (6,952)

   Partnership's share of net loss                  $   (588,395) $   (688,274)
     Suspended loss                                       25,712             0 
                                                    ------------- -------------
   Equity in Loss of
      Project Partnerships                          $   (562,683) $   (668,274)
                                                    ============= =============


<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Partnership's policy of presenting the
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Project
Partnerships as of September 30 of each year:


                                                           1996          1995  
TOTAL SERIES 2 - 6                                    -----------    ----------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                                   $ 11,092,856  $ 10,140,029 
   Investment properties, net                        139,887,864   145,304,685 
   Other assets                                          278,916       309,962 
                                                    ------------- -------------
     Total assets                                   $151,259,636  $155,754,676 
                                                    ============= =============
Liabilities and Partners' Equity
   Current liabilities                              $  3,281,194  $  3,822,137 
   Long-term debt                                    140,528,572   140,982,047 
                                                    ------------- -------------
     Total liabilities                               143,809,766   144,804,184 

Partners' Equity
   Limited Partner                                     6,882,985    10,094,334 
   General Partners                                      566,885       856,158 
                                                    ------------- -------------
                                                       7,449,870    10,950,492 
     Total liabilities and
     partners' equity                               $151,259,636  $155,754,676 
                                                    ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                             $ 11,948,191  $ 12,362,629 
Expenses:
   Operating expenses                                  6,671,789     6,062,926 
   Interest expense                                    3,371,772     4,462,152 
   Depreciation and amortization                       4,388,945     4,391,218 
                                                    ------------- -------------
     Total expenses                                   14,432,506    14,916,296 

       Net loss                                     $ (2,484,315) $ (2,553,667)
                                                    ============= =============
   Other partners' share
    of net loss                                     $    (24,842) $    (25,536)

   Partnership's share of net loss                  $ (2,459,473) $ (2,528,131)
     Suspended loss                                      261,042        38,464 
                                                    ------------- ------------ 
   Equity in Loss of
      Project Partnerships                          $ (2,198,431) $ (2,489,667)
                                                    ============= =============


<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                         December 31, 1996
 
Results of Operations, Liquidity and Capital Resources

   Operations commenced on September 14, 1990, with the first
admission of Assignees in Series 2.  The proceeds from Assignees'
capital contributions available for investment were used to acquire
interests in Project Partnerships.

  As disclosed on the statement of operations for each Series,
interest income and total expenses are comparable for the nine and
three months ended December 31, 1996 and 1995.  There were no
unusual variations in the operating results between these two
periods. 

  The capital resources of each Series are used to pay General and
Administrative operating costs including personnel, supplies, data
processing, travel and legal and accounting associated with the
administration and monitoring of Gateway and the Project
Partnerships.  The capital resources are also used to pay the Asset
Management Fee due the Managing General Partner, but only to the
extent that Gateway's remaining resources are sufficient to fund
Gateway's ongoing needs. 

  The sources of funds to pay the operating costs of each Series
are short term investments and interest earned thereon, the
maturity of U.S. Treasury Security Strips ("Zero Coupon
Treasuries") which were purchased with funds set aside for this
purpose, and cash distributed to the Series from the operations of
the Project Partnerships.

  From inception, no Series has paid distributions and management
does not anticipate distributions in the future.

  Series 2 - Gateway closed this series on September 14, 1990 after
receiving $6,136,000 from 375 Assignees.  Equity in Losses of
Project Partnerships decreased from $437,346 for the nine months
ended December 31, 1995 to $405,978 for the nine months ended
December 31, 1996.  This decrease was partially caused by $32,376
of losses that were suspended to prevent reducing the investment in
certain Project Partnerships below zero, in accordance with the
equity method of accounting.  In general, it is common in the real
estate industry to experience losses for financial and tax
reporting purposes because of the non-cash expenses of depreciation
and amortization.  As a result, management expects that this
Series, as well as those described below, will report its equity in
Project Partnerships as a loss for tax and financial reporting
purposes.  Overall, management believes the Project Partnerships
are operating as expected and are generating tax credits which meet
projections. 

  At December 31, 1996, the Series had $139,021 of short-term
investments (Cash and Cash Equivalents).  It also had $385,258 in
Zero Coupon Treasuries.  Management believes the sources of funds
are sufficient to meet current and ongoing operating costs for the
foreseeable future, and to pay part of the Asset Management Fee.
 
  As disclosed on the statement of cash flows, the Series had a net
loss of $449,659 for the nine months ended December 31, 1996. 
However, after adjusting for Equity in Losses of Project
Partnerships of $405,978 and the changes in operating assets and
liabilities,  net cash used in operating activities was $33,968. 
Cash provided by investing activities totaled $37,470, consisting
of $33,294 from matured Zero Coupon Treasuries and $4,176 in cash
distributions received from the Project Partnerships.  There were
no unusual events or trends to describe.

  Series 3 - Gateway closed this series on December 13, 1990 after
receiving $5,456,000 from 398 Assignees.  Equity in Losses of
Project Partnerships decreased from $383,868 for the nine months
ended December 31, 1995 to $222,177 for the nine months ended
December 31, 1996.  This decrease was caused by $177,896 of losses
that were suspended to prevent reducing the investment in certain
Project Partnerships below zero, in accordance with the equity
method of accounting.  Overall, management believes these Project
Partnerships are operating as expected and are generating tax
credits which meet projections.  

  At December 31, 1996, the Series had $106,537 of short-term
investments (Cash and Cash Equivalents).  It also had $342,678 in
Zero Coupon Treasuries.  Management believes these sources of funds
are sufficient to meet the Series' current and ongoing operating
costs for the foreseeable future, and to pay part of the Asset
Management Fee.

  As disclosed on the statement of cash flows, the Series had a net
loss of $267,107 for the nine months ended December 31, 1996. 
However, after adjusting for Equity in Losses of Project
Partnerships of $222,177 and the changes in operating assets and
liabilities net cash used in operating activities was $47,625. 
Cash provided by investing activities totaled $56,174, consisting
of $26,557 in cash distributions received from the Project
Partnerships and $29,617 from matured Zero Coupon Treasuries. 
There were no unusual events or trends to describe.

  Series 4 - Gateway closed this series on May 31, 1991 after
receiving $6,915,000 from 465 Assignees. Equity in Losses of
Project Partnerships were comparable for the nine months ended
December 31, 1995 and December 31, 1996.  Overall, management
believes these Project Partnerships are operating as expected and
are generating tax credits which meet projections.

  At December 31, 1996, the Series had $181,968 of short-term
investments (Cash and Cash Equivalents).  It also had $434,139 in
Zero Coupon Treasuries.  Management believes these sources of funds
are sufficient to meet the Series' current and ongoing operating
costs for the foreseeable future, and to pay part of the Asset
Management Fee.

  As disclosed on the statement of cash flows, the Series had a net
loss of $474,248 for the nine months ended December 31, 1996. 
However, after adjusting for Equity in Losses of Project
Partnerships of $425,830 and the changes in operating assets and
liabilities net cash used in operating activities was $44,960. 
Cash provided by investing activities totaled $48,422 consisting of
$37,522 from matured Zero Coupon Treasuries and $10,900 in cash
distributions received from the Project Partnerships.  There were
no unusual events or trends to describe.

  Series 5 - Gateway closed this series on October 11, 1991 after
receiving $8,616,000 from 535 Assignees.  Equity in Losses of
Project Partnerships increased from $524,535 for the nine months
ended December 31, 1995 to $581,763 for the nine months ended
December 31, 1996.  Overall, management believes these Project
Partnerships are operating as expected and are generating tax
credits which meet projections.
  
  At December 31, 1996, the Series had $251,299 of short-term
investments (Cash and Cash Equivalents).  It also had $541,097 in
Zero Coupon Treasuries.  Management believes these sources of funds
are sufficient to meet the Series' current and ongoing operating
costs for the foreseeable future, and to pay part of the Asset
Management Fee.

  As disclosed on the statement of cash flows, the Series had a net
loss of $646,677 for the nine months ended December 31, 1996. 
However, after adjusting for Equity in Losses of Project
Partnerships of $581,763 and the changes in operating assets and
liabilities net cash used in operating activities was $60,895. 
Cash provided by investing activities totaled $54,645 consisting of
$46,767 from matured Zero Coupon Treasuries and $7,878 in cash
distributions received from the Project Partnerships.  There were
no unusual events or trends to describe.

  Series 6 - Gateway closed this series on March 11, 1992 after
receiving $10,105,000 from 625 Assignees.  Equity in Losses of
Project Partnerships decreased from $688,274 for the nine months
ended December 31, 1995 to $562,683 for the nine months ended
December 31, 1996.  Overall, management believes these Project
Partnerships are operating as expected and are generating tax
credits which meet projections.

  At December 31, 1996, the Series had $339,902 of short-term
investments (Cash and Cash Equivalents).  It also had $477,060 in
Zero Coupon Treasuries.  Management believes these sources of funds
are sufficient to meet the Series' current and ongoing operating
costs for the foreseeable future, and to pay part of the Asset
Management Fee.

  As disclosed on the statement of cash flows, the Series had a net
loss of $645,138 for the nine months ended December 31, 1996. 
However, after adjusting for Equity in Losses of Project
Partnerships of $562,683 and the changes in operating assets and
liabilities net cash used in operating activities was $63,649. 
Cash provided by investing activities totaled $14,560 consisting of
cash distributions received from the Project Partnerships.  There
were no unusual events or trends to describe.

<PAGE>
                                    PART II. OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

a.   Exhibits - NONE

b.   Reports on Form 8-K - NONE

<PAGE>
                                            SIGNATURES


  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.


                                                 GATEWAY TAX CREDIT FUND II LTD.
                                                 (A Florida Limited Partnership)
                                                 By:  Raymond James Tax Credit
                                                 Funds,Inc. f/k/a/
                                                 RJ Credit Partners, Inc.
                                                 Managing General Partner




Date:  February 11, 1997                         By:/s/ Ronald M. Diner 
                                                 Ronald M. Diner
                                                 President



Date:  February 11, 1997                         By:/s/ Sandra L. Furey  
                                                 Sandra L. Furey
                                                 Secretary and Treasurer


<PAGE>