GTWY2

                     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, 1999

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:      (727)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, 1999
Beneficial Assignee Certificates:
$1,000 per certificate                              37,228

                     DOCUMENTS INCORPORATED BY REFERENCE

               Parts I and II, 1998 Form 10-K, filed with the
             Securities and Exchange Commission on July 13, 1999
             Parts III and IV - Form S-11 Registration Statement
                 and all amendments and supplements thereto
                              File No. 33-31821

PART I - Financial Information
 Item 1.  Financial Statements
                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                               BALANCE SHEETS
SERIES 2                                     December 31,      March 31,
                                                 1999             1999
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   182,963     $   169,513
 Investments in Securities                           50,942          49,538
                                               ------------    ------------
    Total Current Assets                            233,905         219,051

 Investments in Securities                          269,267         302,427
 Investments in Project Partnerships, Net           136,426         331,579
                                              -------------   -------------
    Total Assets                                $   639,598     $   853,057
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         42,513          44,229
                                              -------------   -------------
    Total Current Liabilities                        42,513          44,229
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        345,989         326,949
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at December 31, 1999 and
March 31,1999 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,
1999 and March 31,1999, issued and
outstanding                                         302,385         530,860
General Partners                                    (51,289)        (48,981)
                                              -------------   -------------
  Total Partners' Equity                            251,096         481,879
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   639,598     $   853,057
                                              =============   =============

               See accompanying notes to financial statements.

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


SERIES 3                                     December 31,      March 31,
                                                 1999            1999
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   149,682     $   137,981
 Investments in Securities                           45,312          44,063
                                               ------------    ------------
  Total Current Assets                              194,994         182,044

 Investments in Securities                          239,507         269,002
 Investments in Project Partnerships, Net            85,092         218,820
                                              -------------   -------------
    Total Assets                                $   519,593     $   669,866
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         46,618          48,298
                                              -------------   -------------
  Total Current Liabilities                          46,618          48,298
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        255,292         248,238
                                              -------------   -------------
Partners' Equity:
 Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at December 31, 1999 and
March 31, 1999 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,
1999 and  March 31, 1999, issued and
outstanding                                         263,321         417,412
General Partners                                    (45,638)        (44,082)
                                              -------------   -------------
  Total Partners' Equity                            217,683         373,330
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   519,593     $   669,866
                                              =============   =============

               See accompanying notes to financial statements.

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

SERIES 4                                     December 31,      March 31,
                                                 1999            1999
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   223,253     $   207,632
 Investments in Securities                           57,406          55,823
                                               ------------    ------------
  Total Current Assets                              280,659         263,455

 Investments in Securities                          303,432         340,799
 Investments in Project Partnerships, Net           491,106         676,348
                                              -------------   -------------
    Total Assets                                $ 1,075,197     $ 1,280,602
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         51,574          53,248
                                              -------------   -------------
  Total Current Liabilities                          51,574          53,248
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        330,154         312,891
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at December 31, 1999 and
March 31, 1999 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,
1999 and March 31, 1999, issued and
outstanding                                         747,188         965,972
General Partners                                    (53,719)        (51,509)
                                              -------------   -------------
  Total Partners' Equity                            693,469         914,463
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 1,075,197     $ 1,280,602
                                              =============   =============

               See accompanying notes to financial statements.

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

SERIES 5                                     December 31,      March 31,
                                                 1999             1999
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   307,249     $   292,994
 Investments in Securities                           71,549          69,576
                                               ------------    ------------
  Total Current Assets                              378,798         362,570

 Investments in Securities                          378,188         424,763
 Investments in Project Partnerships, Net           945,512       1,145,581
                                              -------------   -------------
    Total Assets                                $ 1,702,498     $ 1,932,914
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         69,345          71,427
                                              -------------   -------------
  Total Current Liabilities                          69,345          71,427
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        323,576         308,232
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at December 31, 1999 and
March 31,1999 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,
1999 and March 31,1999, issued and
outstanding                                       1,372,105       1,613,346
General Partners                                    (62,528)        (60,091)
                                              -------------   -------------
  Total Partners' Equity                          1,309,577       1,553,255
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 1,702,498     $ 1,932,914
                                              =============   =============

               See accompanying notes to financial statements.

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

SERIES 6                                     December 31,      March 31,
                                                 1999             1999
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   352,673     $   408,672
 Investments in Securities                           54,861          52,341
                                               ------------    ------------
  Total Current Assets                              407,534         461,013

 Investments in Securities                          366,656         347,635
 Investments in Project Partnerships, Net         2,026,224       2,464,086
                                              -------------   -------------
    Total Assets                                $ 2,800,414     $ 3,272,734
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         64,269          67,059
                                              -------------   -------------
  Total Current Liabilities                          64,269          67,059
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        414,258         388,370
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at December 31, 1999 and
March 31,1999 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,
1999 and March 31, 1999, issued and
outstanding                                       2,387,394       2,877,858
General Partners                                    (65,507)        (60,553)
                                              -------------   -------------
  Total Partners' Equity                          2,321,887       2,817,305
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 2,800,414     $ 3,272,734
                                              =============   =============

               See accompanying notes to financial statements.

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

TOTAL SERIES 2 - 6                           December 31,      March 31,
                                                 1999            1999
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $ 1,215,820     $ 1,216,792
  Investments in Securities                         280,070         271,341
                                               ------------    ------------
  Total Current Assets                            1,495,890       1,488,133

 Investments in Securities                        1,557,050       1,684,626
 Investments in Project Partnerships, Net         3,684,360       4,836,414
                                              -------------   -------------
    Total Assets                                $ 6,737,300     $ 8,009,173
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                        274,319         284,261
                                              -------------   -------------
  Total Current Liabilities                         274,319         284,261
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                      1,669,269       1,584,680
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at December 31, 1999 and
March 31, 1999 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,
1999 and March 31, 1999, issued and
outstanding                                       5,072,392       6,405,448
General Partners                                   (278,680)       (265,216)
                                              -------------   -------------
  Total Partners' Equity                          4,793,712       6,140,232
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 6,737,300     $ 8,009,173
                                              =============   =============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 2                                        1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $     8,413   $     8,489
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                17,162        17,193
 General and Administrative:
  General Partner                                     1,745         1,313
  Other                                                 971         3,947
 Amortization                                         1,212         1,345
                                               ------------  ------------
  Total Expenses                                     21,090        23,798
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (12,677)      (15,309)
Equity in Losses of Project Partnerships            (64,347)     (224,967)
                                               ------------  ------------
Net Loss                                        $   (77,024)  $  (240,276)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                          (76,254)     (237,873)
 General Partners                                      (770)       (2,403)
                                               ------------  ------------
                                                $   (77,024)  $  (240,276)
                                               ============  ============
Net Loss Per Beneficial
 Assignee Certificate                           $    (12.43)  $    (38.77)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              6,136         6,136
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 3                                        1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $     7,300   $     7,360
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                15,870        15,911
 General and Administrative:
  General Partner                                     1,825         1,402
  Other                                               1,056         1,258
 Amortization                                           760         1,115
                                               ------------  ------------
  Total Expenses                                     19,511        19,686
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (12,211)      (12,326)
Equity in Losses of Project Partnerships            (62,128)      (75,156)
                                               ------------  ------------
Net Loss                                        $   (74,339)  $   (87,482)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                          (73,596)      (86,607)
 General Partners                                      (743)         (875)
                                               ------------  ------------
                                                $   (74,339)  $   (87,482)
                                               ============  ============
Net Loss Per Beneficial
 Assignee Certificate                           $    (13.49)  $    (15.87)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              5,456         5,456
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 4                                        1999             1998
                                                ----             ----
Revenues:
 Interest Income                                $     9,707    $     9,766
                                               ------------   ------------
Expenses:
 Asset Management Fee-General Partner                19,497         19,533
 General and Administrative:
  General Partner                                     2,301          1,731
  Other                                               1,800          1,690
 Amortization                                         1,932          2,264
                                               ------------   ------------
  Total Expenses                                     25,530         25,218
                                               ------------   ------------
Loss Before Equity in Losses of
 Project Partnerships                               (15,823)       (15,452)
Equity in Losses of Project Partnerships            (39,732)      (178,955)
                                               ------------   ------------
Net Loss                                        $   (55,555)   $  (194,407)
                                               ============   ============
Allocation of Net Loss:
 Assignees                                          (54,999)      (192,463)
 General Partners                                      (556)        (1,944)
                                               ------------   ------------
                                                $   (55,555)   $  (194,407)
                                               ============   ============
Net Loss Per Beneficial Assignee
Certificate                                     $     (7.95)   $    (27.83)
Number of Beneficial Assignee                  ============   ============
Certificates Outstanding                              6,915          6,915
                                               ============   ============


               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 5                                        1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $    12,448   $    12,507
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                24,115        24,166
 General and Administrative:
  General Partner                                     2,857         2,148
  Other                                               1,716         4,680
 Amortization                                         1,632         3,256
                                               ------------  ------------
  Total Expenses                                     30,320        34,250
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (17,872)      (21,743)
Equity in Losses of Project Partnerships            (68,472)     (356,986)
                                               ------------  ------------
Net Loss                                        $   (86,344) $   (378,729)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                          (85,480)     (374,942)
 General Partners                                      (864)       (3,787)
                                               ------------  ------------
                                                $   (86,344)  $  (378,729)
                                               ============  ============
Net Loss Per Beneficial Assignee
Certificate                                     $     (9.92)  $    (43.52)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              8,616         8,616
                                               ============  ============


               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 6                                        1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $    11,905   $    11,705
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                26,704        26,780
 General and Administrative:
  General Partner                                     3,015         2,283
  Other                                               1,720         2,259
 Amortization                                         4,014         4,855
                                               ------------  ------------
  Total Expenses                                     35,453        36,177
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (23,548)      (24,472)
Equity in Losses of Project Partnerships            (76,542)     (284,840)
                                               ------------  ------------
Net Loss                                        $  (100,090)  $  (309,312)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                          (99,089)     (306,219)
 General Partners                                    (1,001)       (3,093)
                                               ------------  ------------
                                                $  (100,090)  $  (309,312)
                                               ============  ============
Net Loss Per Beneficial Assignee
Certificate                                     $     (9.81)  $    (30.30)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                             10,105        10,105
                                               ============  ============


               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
TOTAL SERIES 2 - 6                              1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $    49,773   $    49,827
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner               103,348       103,583
 General and Administrative:
  General Partner                                    11,743         8,877
  Other                                               7,263        13,834
 Amortization                                         9,550        12,835
                                               ------------  ------------
  Total Expenses                                    131,904       139,129
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (82,131)      (89,302)
Equity in Losses of Project Partnerships           (311,221)   (1,120,904)
                                               ------------  ------------
Net Loss                                        $  (393,352)  $(1,210,206)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                         (389,419)   (1,198,104)
 General Partners                                    (3,933)      (12,102)
                                               ------------  ------------
                                                $  (393,352)  $(1,210,206)
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 2                                        1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $    24,630   $    26,359
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                51,486        51,579
 General and Administrative:
  General Partner                                     6,223         5,835
  Other                                               8,314        10,822
 Amortization                                         3,636         4,035
                                               ------------  ------------
  Total Expenses                                     69,659        72,271
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (45,029)      (45,912)
Equity in Losses of Project Partnerships           (185,754)     (319,676)
                                               ------------  ------------
Net Loss                                        $  (230,783)  $  (365,588)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                         (228,475)     (361,932)
 General Partners                                    (2,308)       (3,656)
                                               ------------  ------------
                                                $  (230,783)  $  (365,588)
                                               ============  ============
Net Loss Per Beneficial
 Assignee Certificate                           $    (37.24)  $    (58.99)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              6,136         6,136
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 3                                        1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $    21,435   $    22,731
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                47,610        47,733
 General and Administrative:
  General Partner                                     6,506         6,129
  Other                                               7,995         8,661
 Amortization                                         2,280         3,345
                                               ------------  ------------
  Total Expenses                                     64,391        65,868
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (42,956)      (43,137)
Equity in Losses of Project Partnerships           (112,691)     (227,683)
                                               ------------  ------------
Net Loss                                        $  (155,647)  $  (270,820)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                         (154,091)     (268,112)
 General Partners                                    (1,556)       (2,708)
                                               ------------  ------------
                                                $  (155,647)  $  (270,820)
                                               ============  ============
Net Loss Per Beneficial
 Assignee Certificate                           $    (28.24)  $    (49.14)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              5,456         5,456
                                               ============  ============


               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 4                                        1999             1998
                                                ----             ----
Revenues:
 Interest Income                                $    28,316    $    29,747
                                               ------------   ------------
Expenses:
 Asset Management Fee-General Partner                58,491         58,599
 General and Administrative:
  General Partner                                     8,199          7,692
  Other                                              10,096         10,612
 Amortization                                         5,796          6,042
                                               ------------   ------------
  Total Expenses                                     82,582         82,945
                                               ------------   ------------
Loss Before Equity in Losses of
 Project Partnerships                               (54,266)       (53,198)
Equity in Losses of Project Partnerships           (166,728)      (213,692)
                                               ------------   ------------
Net Loss                                        $  (220,994)    $ (266,890)
                                               ============   ============
Allocation of Net Loss:
 Assignees                                         (218,784)      (264,221)
 General Partners                                    (2,210)        (2,669)
                                               ------------   ------------
                                                $  (220,994)   $  (266,890)
                                               ============   ============
Net Loss Per Beneficial Assignee
Certificate                                     $    (31.64)   $    (38.21)
Number of Beneficial Assignee                  ============   ============
Certificates Outstanding                              6,915          6,915
                                               ============   ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 5                                        1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $    36,294   $    38,262
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                72,345        72,498
 General and Administrative:
  General Partner                                    10,184         9,548
  Other                                              12,055        16,944
 Amortization                                         4,896         9,768
                                               ------------  ------------
  Total Expenses                                     99,480       108,758
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (63,186)      (70,496)
Equity in Losses of Project Partnerships           (180,492)     (605,247)
                                               ------------  ------------
Net Loss                                        $  (243,678)  $  (675,743)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                         (241,241)     (668,986)
 General Partners                                    (2,437)       (6,757)
                                               ------------  ------------
                                                $  (243,678)  $  (675,743)
                                               ============  ============
Net Loss Per Beneficial Assignee
Certificate                                     $    (28.00)  $    (77.64)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              8,616         8,616
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 6                                        1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $    34,665   $    36,218
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                80,112        80,340
 General and Administrative:
  General Partner                                    10,749        10,093
  Other                                              12,695        14,616
 Amortization                                        12,042        14,565
                                               ------------  ------------
  Total Expenses                                    115,598       119,614
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (80,933)      (83,396)
Equity in Losses of Project Partnerships           (414,485)     (623,238)
                                               ------------  ------------
Net Loss                                        $  (495,418)  $  (706,634)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                         (490,464)     (699,568)
 General Partners                                    (4,954)       (7,066)
                                               ------------  ------------
                                                $  (495,418)  $  (706,634)
                                               ============  ============
Net Loss Per Beneficial Assignee
Certificate                                     $    (48.54)  $    (69.23)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                             10,105        10,105
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
TOTAL SERIES 2 - 6                              1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $   145,340   $   153,317
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner               310,044       310,749
 General and Administrative:
  General Partner                                    41,861        39,297
  Other                                              51,155        61,655
 Amortization                                        28,650        37,755
                                               ------------  ------------
  Total Expenses                                    431,710       449,456
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                              (286,370)     (296,139)
Equity in Losses of Project Partnerships         (1,060,150)   (1,989,536)
                                               ------------  ------------
Net Loss                                        $(1,346,520)  $(2,285,675)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                       (1,333,056)   (2,262,819)
 General Partners                                   (13,464)      (22,856)
                                               ------------  ------------
                                                $(1,346,520)  $(2,285,675)
                                               ============  ============


               See accompanying notes to financial statements.

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

                       STATEMENTS OF PARTNERS' EQUITY

            FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                 (Unaudited)


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


Balance at March 31, 1998      $    749,952    $   (46,768)    $    703,184

Net Loss                           (361,932)        (3,656)        (365,588)
                              -------------    ------------   -------------

Balance at December 31,1998    $    388,020    $   (50,424)    $    337,596
                              =============    ============   =============


Balance at March 31, 1999      $    530,860    $   (48,981)    $    481,879

Net Loss                           (228,475)        (2,308)        (230,783)
                              -------------    ------------   -------------

Balance at December 31,1999    $    302,385    $   (51,289)    $    251,096
                              =============    ============   =============


               See accompanying notes to financial statements.


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

                       STATEMENTS OF PARTNERS' EQUITY

            FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                 (Unaudited)


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


Balance at March 31, 1998      $    602,863    $   (42,209)    $    560,654

Net Loss                           (268,112)        (2,708)        (270,820)
                              -------------    ------------   -------------

Balance at December 31,1998    $    334,751    $   (44,917)    $    289,834
                              =============    ============   =============


Balance at March 31, 1999      $    417,412    $   (44,082)    $    373,330

Net Loss                           (154,091)        (1,556)        (155,647)
                              -------------    ------------   -------------

Balance at December 31,1999    $    263,321    $   (45,638)    $    217,683
                              =============    ============   =============


               See accompanying notes to financial statements.


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

                       STATEMENTS OF PARTNERS' EQUITY

            FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                 (Unaudited)


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


Balance at March 31, 1998      $  1,311,156    $   (48,022)    $  1,263,134

Net Loss                           (264,221)        (2,669)        (266,890)
                              -------------    ------------   -------------

Balance at December 31,1998    $  1,046,935    $   (50,691)    $    996,244
                              =============    ============   =============


Balance at March 31, 1999      $    965,972    $   (51,509)    $    914,463

Net Loss                           (218,784)        (2,210)        (220,994)
                              -------------    ------------   -------------

Balance at December 31,1999    $    747,188    $   (53,719)    $    693,469
                              =============    ============   =============


               See accompanying notes to financial statements.

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

                       STATEMENTS OF PARTNERS' EQUITY

            FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                 (Unaudited)


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


Balance at March 31, 1998      $  2,012,865    $   (56,055)    $  1,956,810

Net Loss                           (668,986)        (6,757)        (675,743)
                              -------------    ------------   -------------

Balance at December 31,1998    $  1,343,879    $   (62,812)    $  1,281,067
                              =============    ============   =============


Balance at March 31, 1999      $  1,613,346    $   (60,091)    $  1,553,255

Net Loss                           (241,241)        (2,437)        (243,678)
                              -------------    ------------   -------------

Balance at December 31,1999    $  1,372,105    $   (62,528)    $  1,309,577
                              =============    ============   =============


               See accompanying notes to financial statements.


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

                       STATEMENTS OF PARTNERS' EQUITY

            FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                 (Unaudited)


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


Balance at March 31, 1998      $  3,572,169    $   (53,540)    $  3,518,629

Net Loss                           (699,568)        (7,066)        (706,634)
                              -------------    ------------   -------------

Balance at December 31,1998    $  2,872,601    $   (60,606)    $  2,811,995
                              =============    ============   =============


Balance at March 31, 1999      $  2,877,858    $   (60,553)    $  2,817,305

Net Loss                           (490,464)        (4,954)        (495,418)
                              -------------    ------------   -------------

Balance at December 30,1999    $  2,387,394    $   (65,507)    $  2,321,887
                              =============    ============   =============


               See accompanying notes to financial statements.


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

                       STATEMENTS OF PARTNERS' EQUITY

            FOR THE NINE MONTHS ENDED DECEMBER 30, 1999 AND 1998
                                 (Unaudited)


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


Balance at March 31, 1998      $  8,249,005    $  (246,594)    $  8,002,411

Net Loss                         (2,262,819)       (22,856)      (2,285,675)
                              -------------    ------------   -------------

Balance at December 31,1998    $  5,986,186    $  (269,450)    $  5,716,736
                              =============    ============   =============


Balance at March 31, 1999      $  6,405,448    $  (265,216)    $  6,140,232

Net Loss                         (1,333,056)       (13,464)      (1,346,520)
                              -------------    ------------   -------------

Balance at December 31,1999    $  5,072,392    $  (278,680)    $  4,793,712
                              =============    ============   =============


               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                 (Unaudited)

SERIES 2                                        1999            1998
--------                                        ----            ----
Cash Flows from Operating Activities:
 Net Loss                                     $  (230,783)     $  (365,588)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
   Amortization                                     3,636            4,035
   Accreted Interest Income on Investments
   in Securities                                  (17,782)         (19,051)
   Equity in Losses of Project
   Partnerships                                   185,754          319,676
   Interest Income from Redemption of
   Securities                                      20,241           16,834
   Changes in Operating Assets and
   Liabilities:
     Increase in Payable to General
     Partners                                      17,324           14,806
                                             ------------     ------------
      Net Cash Used in Operating Activities       (21,610)         (29,288)
                                             ------------     ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
 Partnerships                                       5,763            6,850
 Redemption of Investment in Securities            29,297           30,668
                                             ------------     ------------
      Net Cash Provided by Investing
      Activities                                   35,060           37,518
                                             ------------     ------------
Increase (Decrease) in Cash and Cash
Equivalents                                        13,450            8,230
Cash and Cash Equivalents at Beginning of
Year                                              169,513          160,851
                                             ------------     ------------
Cash and Cash Equivalents at End of Year      $   182,963      $   169,081
                                             ============     ============

               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                 (Unaudited)
SERIES 3                                         1999            1998
--------                                         ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $  (155,647)    $  (270,820)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
   Amortization                                      2,280           3,345
   Accreted Interest Income on Investments
   in Securities                                   (15,816)        (16,946)
   Equity in Losses of Project
   Partnerships                                    112,691         227,683
   Interest Income from Redemption of
   Securities                                       18,004          14,974
   Changes in Operating Assets and
   Liabilities:
     Increase in Payable to General
     Partners                                        5,373          (4,250)
                                              ------------    ------------
     Net Cash Provided by (Used in)
     Operating Activities                          (33,115)        (46,014)
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
 Partnerships                                       18,757          16,276
 Redemption of Investment in Securities             26,059          27,278
                                              ------------    ------------
     Net Cash Provided by (Used in)
     Investing Activities                           44,816          43,554
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
Equivalents                                         11,701          (2,460)
Cash and Cash Equivalents at Beginning of
Year                                               137,981         135,622
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $   149,682     $   133,162
                                              ============    ============


               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                 (Unaudited)
SERIES 4                                         1999            1998
--------                                         ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $  (220,994)    $  (266,890)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
    Amortization                                     5,796           6,042
    Accreted Interest Income on Investments
    in Securities                                  (20,038)        (21,468)
    Equity in Losses of Project
    Partnerships                                   166,728         213,692
    Interest Income from Redemption of
    Securities                                      22,808          18,970
    Changes in Operating Assets and
    Liabilities:
      Increase in Payable to General
      Partners                                      15,588          10,660
                                              ------------    ------------
     Net Cash Provided by (Used in)
     Operating Activities                          (30,112)        (38,994)
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
 Partnerships                                       12,718          13,882
 Redemption of Investment in Securities             33,015          34,559
                                              ------------    ------------
     Net Cash Provided by (Used in)
     Investing Activities                           45,733          48,441
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
Equivalents                                         15,621           9,447
Cash and Cash Equivalents at Beginning of
Year                                               207,632         196,876
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $   223,253     $   206,323
                                              ============    ============


               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                 (Unaudited)
SERIES 5                                         1999            1998
--------                                         ----            ----
Cash Flows from Operating Activities:
 Net Loss                                     $   (243,678)    $  (675,743)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
    Amortization                                     4,896           9,768
    Accreted Interest Income on Investments
    in Securities                                  (24,975)        (26,758)
    Equity in Losses of Project
    Partnerships                                   180,492         605,247
    Interest Income from Redemption of
    Securities                                      28,428          23,644
    Changes in Operating Assets and
    Liabilities:
      Increase in Payable to General
      Partners                                      13,263          10,076
                                              ------------    ------------
      Net Cash Provided by (Used in)
      Operating Activities                         (41,574)        (53,766)
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
 Partnerships                                       14,681          16,474
 Redemption of Investment in Securities             41,148          43,073
                                              ------------    ------------
      Net Cash Provided by (Used in)
      Investing Activities                          55,829          59,547
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
Equivalents                                         14,255           5,781
Cash and Cash Equivalents at Beginning of
Year                                               292,994         280,813
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $   307,249     $   286,594
                                              ============    ============


               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                 (Unaudited)
SERIES 6                                         1999            1998
--------                                         ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $  (495,418)    $  (706,634)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
    Amortization                                    12,042          14,565
    Accreted Interest Income on Investments
    in Securities                                  (21,542)        (22,315)
    Equity in Losses of Project
    Partnerships                                   414,485         623,238
    Interest Income from Redemption of
    Securities                                           0               0
    Changes in Operating Assets and
    Liabilities:
      Increase in Payable to General
      Partners                                      23,099          17,910
                                              ------------    ------------
        Net Cash Provided by (Used in)
        Operating Activities                       (67,334)        (73,236)
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
 Partnerships                                       11,335          12,535
 Redemption of Investment in Securities                  0               0
                                              ------------    ------------
        Net Cash Provided by (Used in)
        Investing Activities                        11,335          12,535
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
Equivalents                                        (55,999)        (60,701)
Cash and Cash Equivalents at Beginning of
Year                                               408,672         406,255
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $   352,673     $   345,554
                                              ============    ============


               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                 (Unaudited)
TOTAL SERIES 2 - 6                               1999            1998
--------                                         ----            ----
Cash Flows from Operating Activities:
 Net Loss                                     $ (1,346,520)    $(2,285,675)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
    Amortization                                    28,650          37,755
    Accreted Interest Income on Investments
    in Securities                                 (100,153)       (106,538)
    Equity in Losses of Project
    Partnerships                                 1,060,150       1,989,536
    Interest Income from Redemption of
    Securities                                      89,481          74,422
    Changes in Operating Assets and
    Liabilities:
      Increase in Payable to General
      Partners                                      74,647          49,202
                                              ------------    ------------
      Net Cash Provided by (Used in)
      Operating Activities                        (193,745)       (241,298)
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
 Partnerships                                       63,254          66,017
 Redemption of Investment in Securities            129,519         135,578
                                              ------------    ------------
      Net Cash Provided by (Used in)
      Investing Activities                         192,773         201,595
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
Equivalents                                           (972)        (39,703)
Cash and Cash Equivalents at Beginning of
Year                                             1,216,792       1,180,417
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $ 1,215,820     $ 1,140,714
                                              ============    ============


               See accompanying notes to financial statements.

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

                        NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)
                              DECEMBER 31, 1999

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, 1999, 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.,
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 March 31, 1997.  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,  because management believes that Gateway  does  not  have  a
majority control of the major operating and financial policies of the Project
Partnerships  in which it invests, 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, and
      3)Decreased for the amortization of the acquisition fees and expenses.

  Amortization is calculated on a straight-line basis over 35 years, as  this
is  the  average  estimated  useful  life  of  the  underlying  assets.   The
amortization   is  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.

 Gateway recognizes a decline in the carrying value of its investment in the
Project Partnerships when there is evidence of a non-temporary decline in the
recoverable amount of the investment.  There is a possibility that the
estimates relating to reserves for non-temporary declines in carrying value
of the investments in Project Partnerships may be subject to material near
term adjustments.
 Gateway, as a limited partner in the Project Partnerships, is subject to
risks inherent in the ownership of property which are beyond its control,
such as fluctuations in occupancy rates and operating expenses, variations in
rental schedules, proper maintenance and continued eligibility of tax
credits.  If the cost of operating a property exceeds the rental income
earned thereon, Gateway may deem it in its best interest to voluntarily
provide funds in order to protect its investment.

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, 1995, 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.

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  1998  figures  have  been  reclassified,  where
appropriate,  to  conform with the financial statement presentation  used  in
1999.
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, 1999.  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,  1999 Balance Sheet includes Investment  in  Securities
consisting  of U.S. Government Security Strips which represents  their  cost,
plus  accreted interest income of $146,574 for Series 2, $130,375 for  Series
3,  $165,174 for Series 4, $205,866 for Series 5 and $167,204 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.
                                                          Gross Unrealized
                   Estimated Market       Cost Plus          Gains and
                         Value        Accreted Interest       (Losses)
                   -----------------  -----------------   ----------------
Series 2                 $   331,537        $   320,209         $    11,328
Series 3                     294,801            284,819               9,982
Series 4                     373,629            360,838              12,791
Series 5                     465,535            449,737              15,798
Series 6                     430,099            421,517               8,582

  As  of December 31, 1999, the cost and accreted interest of debt securities
by contractual maturities is as follows:

                                  Series 2       Series 3       Series 4
                                  --------       --------       --------
Due with 1 year                    $   50,942     $   45,312     $   57,406
After 1 year through 5 years          186,284        165,695        209,920
After 5 years through 10 years         82,983         73,812         93,512
                                   ----------     ----------     ----------
  Total Amount Carried on
Balance Sheet                      $  320,209     $  284,819     $  360,838
                                   ==========     ==========     ==========

                                  Series 5       Series 6        Total
                                  --------       --------       --------
Due with 1 year                    $   71,549     $   54,861     $  280,070
After 1 year through 5 years          261,640        214,518      1,038,057
After 5 years through 10 years        116,548        152,138        518,993
                                   ----------     ----------     ----------
  Total Amount Carried on
Balance Sheet                      $  449,737     $  421,517     $1,837,120
                                   ==========     ==========     ==========

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 12 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.

  The Payable to Project Partnerships represents unpaid capital contributions
to  the  Project  Partnerships  and will be paid  after  certain  performance
criteria  are  met.  Such contributions are in turn payable  to  the  general
partner of the Project Partnerships.

  For  the  nine months ended December 31, 1999 and 1998 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.

                            1999            1998
                            ----          ------
 Series 2              $  51,486       $  51,579
 Series 3                 47,610          47,733
 Series 4                 58,491          58,599
 Series 5                 72,345          72,498
 Series 6                 80,112          80,340
                       ---------       ---------
 Total                 $ 310,044       $ 310,749
                       =========       =========

  General and Administrative Expenses - The Managing General Partner is  reim
bursed  for  general and administrative expenses of Gateway on an accountable
basis.  This expense is included in the Statements of Operations.

 Series 2              $   6,223        $  5,835
 Series 3                  6,506           6,129
 Series 4                  8,199           7,692
 Series 5                 10,184           9,548
 Series 6                 10,749          10,093
                       ---------        --------
 Total                 $  41,861        $ 39,297
                       =========        ========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

  As of December 31, 1999, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits  as a  limited  partner  in  148  Project
Partnerships for the Series which own and operate government assisted  multi-
family housing complexes(Series 2 - 22,Series 3 - 23, Series 4 - 29, Series
5 - 36 and Series 6 - 38).
   Cash  flows  from  operations are allocated according to each  partnership
agreement.  Upon dissolution proceeds will be distributed according  to  each
partnership agreement.

  The following is a summary of Investments in Project Partnerships as of:

SERIES 2                                      DECEMBER 31,     MARCH 31,
                                                  1999            1999
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  4,524,678    $  4,524,678

Cumulative equity in losses of Project
Partnerships (1)                                 (4,623,436)     (4,437,682)

Cumulative distributions received from              (75,417)        (69,654)
Project Partnerships                           ------------   -------------

Investment in Project Partnerships before
Adjustment                                         (174,175)         17,342

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      390,838         390,838
 Accumulated amortization of acquisition
fees and expenses                                   (80,237)        (76,601)
                                                -----------    ------------

Investments in Project Partnerships            $    136,426    $    331,579
                                               ============    ============

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of $1,632,032 for the period ended December 31, 1999 and cumulative suspended
losses of $1,142,213 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  The following is a summary of Investments in Project Partnerships as of:

SERIES 3                                      DECEMBER 31,     MARCH 31,
                                                  1999            1999
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  3,888,713    $  3,888,713

Cumulative equity in losses of Project
Partnerships (1)                                 (4,040,292)     (3,927,601)

Cumulative distributions received from
Project Partnerships                               (174,623)       (155,866)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                         (326,202)       (194,754)

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      491,746         491,746
 Accumulated amortization of acquisition
fees and expenses                                   (80,452)        (78,172)
                                                -----------    ------------

Investments in Project Partnerships            $     85,092    $    218,820
                                               ============    ============


  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of $2,057,948 for the period ended December 31, 1999 and cumulative suspended
losses of $1,581,681 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  The following is a summary of Investments in Project Partnerships as of:

SERIES 4                                      DECEMBER 31,     MARCH 31,
                                                  1999            1999
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  4,952,519    $  4,952,519

Cumulative equity in losses of Project
Partnerships (1)                                 (4,800,914)     (4,634,186)

Cumulative distributions received from
Project Partnerships                               (113,708)       (100,990)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                           37,897         217,343

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      562,967         562,967
 Accumulated amortization of acquisition
fees and expenses                                  (109,758)       (103,962)
                                                -----------    ------------

Investments in Project Partnerships            $    491,106    $    676,348
                                               ============    ============


  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of $1,367,510 for the period ended December 31, 1999 and cumulative suspended
losses of $1,002,895 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  The following is a summary of Investments in Project Partnerships as of:

SERIES 5                                      DECEMBER 31,     MARCH 31,
                                                  1999            1999
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  6,164,472    $  6,164,472

Cumulative equity in losses of Project
Partnerships (1)                                 (5,587,891)     (5,407,399)

Cumulative distributions received from
Project Partnerships                               (161,396)       (146,715)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                          415,185         610,358

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      650,837         650,837
 Accumulated amortization of acquisition
fees and expenses                                  (120,510)       (115,614)
                                               ------------    ------------

Investments in Project Partnerships            $    945,512    $  1,145,581
                                               ============    ============


  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of $1,634,032 for the period ended December 31, 1999 and cumulative suspended
losses of $929,309 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  The following is a summary of Investments in Project Partnerships as of:

SERIES 6                                      DECEMBER 31,     MARCH 31,
                                                  1999            1999
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  7,462,215    $  7,462,215

Cumulative equity in losses of Project
Partnerships (1)                                 (5,910,709)     (5,496,224)

Cumulative distributions received from
Project Partnerships                               (156,991)       (145,656)
                                               ------------   -------------
Investment in Project Partnerships before
Adjustment                                        1,394,515       1,820,335

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      785,179         785,179
 Accumulated amortization of acquisition
fees and expenses                                  (153,470)       (141,428)
                                               ------------    ------------

Investments in Project Partnerships            $  2,026,224    $  2,464,086
                                               ============    ============


  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $963,224 for the period ended December 31, 1999 and cumulative  suspended
losses of $598,829 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  The following is a summary of Investments in Project Partnerships as of:

TOTAL SERIES 2 - 6                            DECEMBER 31,     MARCH 31,
                                                  1999            1999
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $ 26,992,597    $ 26,992,597

Cumulative equity in losses of Project
Partnerships (1)                                (24,963,242)    (23,903,092)

Cumulative distributions received from
Project Partnerships                               (682,135)       (618,881)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                        1,347,220       2,470,624

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                                  (544,427)       (515,777)
                                                -----------    ------------

Investments in Project Partnerships            $  3,684,360    $  4,836,414
                                               ============    ============

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:
                                                   SEPTEMBER 30,
                                               1999            1998
SERIES 2                                       ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                              $ 1,911,654     $ 1,851,356
  Investment properties, net                   20,092,832      20,976,868
  Other assets                                     12,832          11,140
                                              -----------     -----------
    Total assets                              $22,017,318     $22,839,364
                                              ===========     ===========
Liabilities and Partners' Equity:
  Current liabilities                             631,795         501,706
  Long-term debt                               23,147,629      23,203,641
                                              -----------     -----------
    Total liabilities                          23,779,424      23,705,347
                                              -----------     -----------
Partners' equity
  Limited Partner                              (1,781,427)       (911,848)
  General Partners                                 19,321          45,865
                                              -----------     -----------
    Total Partners' equity                     (1,762,106)       (865,983)
                                              -----------     -----------
    Total liabilities and partners'
    equity                                    $22,017,318     $22,839,364
                                              ===========     ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                       $ 2,046,468     $ 1,865,707
Expenses:                                     -----------     -----------
  Operating expenses                            1,381,364       1,251,202
  Interest expense                                659,121         439,776
  Depreciation and amortization                   688,380         701,694
                                              -----------     -----------
    Total expenses                              2,728,865       2,392,672
                                              -----------     -----------
      Net loss                                 $ (682,397)     $ (526,965)
                                              ===========     ===========
Other partners' share of net loss              $   (6,824)     $   (5,270)
                                              ===========     ===========
Partnerships' share of net loss                  (675,573)       (521,695)
Suspended losses                                  489,819         202,019
                                              -----------     -----------
Equity in Losses of Project Partnerships       $ (185,754)     $ (319,676)
                                              ===========     ===========

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:
                                                   SEPTEMBER 30,
                                                1999            1998
SERIES 3                                        ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 2,227,705    $ 2,194,850
  Investment properties, net                    17,186,657     18,234,573
  Other assets                                     215,545        218,802
                                               -----------    -----------
    Total assets                               $19,629,907    $20,648,225
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                              347,333        565,803
  Long-term debt                                21,680,513     21,748,548
                                               -----------    -----------
    Total liabilities                           22,027,846     22,314,351
                                               -----------    -----------
Partners' equity
  Limited Partner                               (2,646,512)    (1,948,665)
  General Partners                                 248,573        282,539
                                               -----------    -----------
    Total Partners' equity                      (2,397,939)    (1,666,126)
                                               -----------    -----------
    Total liabilities and partners'
    equity                                     $19,629,907    $20,648,225
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $ 1,842,589    $ 1,791,299
Expenses:                                      -----------    -----------
  Operating expenses                             1,293,155      1,277,548
  Interest expense                                 467,178        399,383
  Depreciation and amortization                    679,386        686,655
                                               -----------    -----------
    Total expenses                               2,439,719      2,363,586
                                               -----------    -----------
      Net loss                                  $ (597,130)    $ (572,287)
                                               ===========    ===========
Other partners' share of net loss               $   (8,172)    $   (5,723)
                                               ===========    ===========
Partnerships' share of net loss                   (588,958)      (566,564)
Suspended losses                                   476,267        338,881
                                               -----------    -----------
Equity in Losses of Project Partnerships        $ (112,691)    $ (227,683)
                                               ===========    ===========


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:
                                                   SEPTEMBER 30,
                                                1999            1998
SERIES 4                                        ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 2,541,267    $ 2,326,789
  Investment properties, net                    23,543,349     24,514,486
  Other assets                                      21,410         49,341
                                               -----------    -----------
    Total assets                               $26,106,026    $26,890,616
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                              934,099        534,451
  Long-term debt                                26,295,326     26,551,287
                                               -----------    -----------
    Total liabilities                           27,229,425     27,085,738
                                               -----------    -----------
Partners' equity
  Limited Partner                               (1,300,107)      (407,604)
  General Partners                                 176,708        212,482
                                               -----------    -----------
    Total Partners' equity                      (1,123,399)      (195,122)
                                               -----------    -----------
    Total liabilities and partners'
equity                                         $26,106,026    $26,890,616
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $ 2,461,783    $ 2,426,495
Expenses:                                      -----------    -----------
  Operating expenses                             1,547,163      1,502,100
  Interest expense                                 692,237        505,288
  Depreciation and amortization                    761,430        795,465
                                               -----------    -----------
    Total expenses                               3,000,830      2,802,853
                                               -----------    -----------
      Net loss                                 $  (539,047)   $  (376,358)
                                               ===========    ===========
Other partners' share of net loss              $    (7,704)   $    (3,764)
                                               ===========    ===========
Partnerships' share of net loss                   (531,343)      (372,594)
Suspended losses                                   364,615        158,902
                                               -----------    -----------
Equity in Losses of Project Partnerships        $ (166,728)    $ (213,692)
                                               ===========    ===========


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:
                                                   SEPTEMBER 30,
                                                1999            1998
SERIES 5                                        ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 3,045,010    $ 2,941,760
  Investment properties, net                    29,479,878     30,706,370
  Other assets                                       3,958         19,759
                                               -----------    -----------
    Total assets                               $32,528,846    $33,667,889
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                            1,055,779        823,788
  Long-term debt                                32,709,285     32,811,485
                                               -----------    -----------
    Total liabilities                           33,765,064     33,635,273
                                               -----------    -----------
Partners' equity
  Limited Partner                               (1,109,346)       109,337
  General Partners                                (126,872)       (76,721)
                                               -----------    -----------
    Total Partners' equity                      (1,236,218)         32,616
                                               -----------    -----------
    Total liabilities and partners'
equity                                         $32,528,846    $33,667,889
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $ 2,709,707    $ 2,699,019
Expenses:                                      -----------    -----------
  Operating expenses                             1,954,824      1,753,713
  Interest expense                                 664,184        630,629
  Depreciation and amortization                    984,855        999,648
                                               -----------    -----------
    Total expenses                               3,603,863      3,383,990
                                               -----------    -----------
      Net loss                                 $  (894,156)   $  (684,971)
                                               ===========    ===========
Other partners' share of net loss              $    (8,941)   $    (6,850)
                                               ===========    ===========
Partnerships' share of net loss                   (885,215)      (678,121)
Suspended losses                                   704,723         72,874
                                               -----------    -----------
Equity in Losses of Project Partnerships        $ (180,492)    $ (605,247)
                                               ===========    ===========


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:
                                                   SEPTEMBER 30,
                                                1999            1998
SERIES 6                                        ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 3,277,688    $ 3,294,860
  Investment properties, net                    33,402,818     34,691,072
  Other assets                                      18,470         38,679
                                               -----------    -----------
    Total assets                               $36,698,976    $38,024,611
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                              994,123        959,629
  Long-term debt                                35,460,996     35,655,864
                                               -----------    -----------
    Total liabilities                           36,455,119     36,615,493
                                               -----------    -----------
Partners' equity
  Limited Partner                                  463,586      1,585,598
  General Partners                                (219,729)      (176,480)
                                               -----------    -----------
    Total Partners' equity                         243,857      1,409,118
                                               -----------    -----------
    Total liabilities and partners'            $36,698,976    $38,024,611
equity                                         ===========    ===========

SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $ 3,002,363    $ 2,821,903
Expenses:                                      -----------    -----------
  Operating expenses                             1,884,951      1,741,846
  Interest expense                                 844,850        687,698
  Depreciation and amortization                  1,061,186      1,069,336
                                               -----------    -----------
    Total expenses                               3,790,987      3,498,880
                                               -----------    -----------
      Net loss                                 $  (788,624)   $  (676,977)
                                               ===========    ===========
Other partners' share of net loss              $    (9,744)   $    (6,770)
                                               ===========    ===========
Partnerships' share of net loss                   (778,880)      (670,207)
Suspended losses                                   364,395         46,969
                                               -----------    -----------
Equity in Losses of Project Partnerships        $ (414,485)    $ (623,238)
                                               ===========    ===========


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:
                                                SEPTEMBER 30,
                                            1999               1998
TOTAL SERIES 2- 6                           ----               ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                            $ 13,003,324     $ 12,609,615
  Investment properties, net                 123,705,534      129,123,369
  Other assets                                   272,215          337,721
                                             -----------      -----------
    Total assets                            $136,981,073     $142,070,705
                                             ===========      ===========
Liabilities and Partners' Equity:
  Current liabilities                          3,963,129        3,385,377
  Long-term debt                             139,293,749      139,970,825
                                             -----------      -----------
    Total liabilities                        143,256,878      143,356,202
                                             -----------      -----------
Partners' equity
  Limited Partner                             (6,373,806)      (1,573,182)
  General Partners                                98,001          287,685
                                             -----------      -----------
    Total Partners' equity                    (6,275,805)      (1,285,497)
                                             -----------      -----------
    Total liabilities and partners'
equity                                      $136,981,073     $142,070,705
                                             ===========      ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                      $12,062,910      $11,604,423
Expenses:                                    -----------      -----------
  Operating expenses                           8,061,457        7,526,409
  Interest expense                             3,327,570        2,662,774
  Depreciation and amortization                4,175,237        4,252,798
                                             -----------      -----------
    Total expenses                            15,564,264       14,441,981
                                             -----------      -----------
      Net loss                               $(3,501,354)     $(2,837,558)
                                             ===========      ===========
Other partners' share of net loss            $   (41,385)     $   (28,376)
                                             ===========      ===========
Partnerships' share of net loss               (3,459,969)      (2,809,182)
Suspended losses                               2,399,819          819,645
                                             -----------      -----------
Equity in Losses of Project
Partnerships                                 $(1,060,150)     $(1,989,537)
                                             ===========      ===========


Item  7.   Management's  Discussion and Analysis of Financial  Condition  and
Results of Operations

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,  except  as
described below, interest income is comparable for the nine and three  months
ended   December   31,  1999  and  December  31,  1998.   The   General   and
Administrative  expenses  -  General Partner and General  and  Administrative
expenses  - Other for the nine and three months ended December 31,  1999  are
comparable  for  the  same period ended December 31,  1998.   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.  (Payment  of  any
Asset  Management Fee unpaid at the time Gateway sells its interests  in  the
Project Partnerships is subordinated to the return of the investors' original
capital contributions).

  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  for
the  nine months ended December 31, 1999 decreased from $319,676 for the nine
months  ended  December 31, 1998 to $185,754, as a result  of  not  including
losses  of $489,819 in 1999 as compared to $202,019 in 1998, as these  losses
would  reduce the investment in certain Project Partnerships below zero.   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,  1999, the Series had $182,963 of short-term  investments
(Cash and Cash Equivalents).  It also had $320,209 in Zero Coupon Treasuries
with  annual  maturities providing $51,800 in fiscal year 2001 increasing  to
$66,285  in fiscal year 2007.  Management believes the sources of  funds  are
sufficent  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
$230,783  for  the  nine  months ended December  31,  1999.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $185,754  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $21,610, primarily due to the maturity of  the  Zero  Coupon
Treasuries, a portion of which is payable to the other Series.  Cash provided
by  investing  activities  totaled $35,060,  consisting  of  $5,763  in  cash
distributions  from the Project Partnerships and $29,297  from  matured  Zero
Coupon Treasuries. 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  for
the  nine months ended December 31, 1999 decreased from $227,683 for the nine
months  ended  December  31, 1998 to $112,691 as a result  of  not  including
losses  of $476,267 in 1999 as compared to $338,881 in 1998, as these  losses
would reduce the investment in certain Project Partnerships below zero.

At December 31, 1998, the Series had $149,682 of short-term investments (Cash
and  Cash Equivalents).  It also had $284,819 in Zero Coupon Treasuries  with
annual maturities providing $46,075 in fiscal year 2001 increasing to $58,940
in fiscal year 2007.  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
$155,647  for  the  nine  months ended December  31,  1999.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $112,691  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities was $33,115, primarily due to the Receivable from Other Series for
the   maturity  of  Zero  Coupon  Treasuries.   Cash  provided  by  investing
activities totaled $44,816, consisting of $18,757 in cash distributions  from
the  Project  Partnerships and $26,059 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  for
the  nine months ended December 31, 1999 decreased from $213,692 for the nine
months  ended  December 31, 1998 to $166,728, as a result  of  not  including
losses  of $364,615 in 1999 as compared to $158,902 in 1998, as these  losses
would reduce the investment in certain Project Partnerships below zero.

  At  December  31,  1999, the Series had $223,253 of short-term  investments
(Cash  and Cash Equivalents).  It also had $360,838 in Zero Coupon Treasuries
with  annual  maturities providing $58,372 in fiscal year 2001 increasing  to
$74,700 in fiscal year 2007.  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
$220,994  for  the  nine  months ended December  31,  1999.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $166,728  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities was $30,112, primarily due to the Receivable from Other Series for
the   maturity  of  Zero  Coupon  Treasuries.   Cash  provided  by  investing
activities totaled $45,733, consisting of $12,718 in cash distributions  from
the  Project  Partnerships and $33,015 from matured Zero  Coupon  Treasuries.
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  for
the  nine months ended December 31, 1999 decreased from $605,247 for the nine
months  ended  December  31, 1998 to $180,492 as a result  of  not  including
losses  of  $704,723 in 1999 as compared to $72,874 in 1998, as these  losses
would reduce the investment in certain Project Partnerships below zero.

  At  December  31,  1999, the Series had $307,249 of short-term  investments
(Cash  and Cash Equivalents).  It also had $449,737 in Zero Coupon Treasuries
with  annual  maturities providing $72,753 in fiscal year 2001 increasing  to
$93,075  in fiscal year 2007.  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
$243,678  for  the  nine  months ended December  31,  1999.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $180,492  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities was $41,574, primarily due to the Receivable from Other Series for
the   maturity  of  Zero  Coupon  Treasuries.   Cash  provided  by  investing
activities totaled $55,829, consisting of $14,681 in cash distributions  from
the  Project  Partnerships and $41,148 from matured Zero  Coupon  Treasuries.
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 for
the  nine months ended December 31, 1999 decreased from $623,238 for the nine
months  ended  December 31, 1998 to $414,485, as a result  of  not  including
losses  of  $364,395 in 1999 as compared to $46,969 in 1998, as these  losses
would reduce the investment in certain Project Partnerships below zero.

  At  December  31,  1999, the Series had $352,673 of short-term  investments
(Cash  and Cash Equivalents).  It also had $421,517 in Zero Coupon Treasuries
with  annual  maturities providing $55,000 in fiscal year 2001 increasing  to
$83,000  in fiscal year 2007.  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
$495,418  for  the  nine  months ended December  31,  1999.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $414,485  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $67,334, primarily due to the increase  in  payable  to  the
General  Partners.   Cash provided by investing activities  totaled  $11,335,
consisting  of cash distributions from the Project Partnerships.  There  were
no unusual events or trends to describe.


                           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.






Date: February 9, 2000     By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date: February 9, 2000     By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer