UNITED STATES  
                    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             September 30, 1998

Commission File Number              0-19022

                       Gateway Tax Credit Fund II Ltd.
      (Exact name of Registrant as specified in its charter)

            Florida                              65-0142704
(State or other jurisdiction of              ( I.R.S. Employer No.)
incorporation or organization)

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

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

Indicate  by  check mark whether the Registrant: (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.

                      YES     X         NO

                                              Number of Units
      Title of Each Class                    September 30, 1998
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, 1998
            Parts III and IV - Form S-11 Registration Statement
                and all amendments and supplements thereto
                             File No. 33-31821
<PAGE>
PART I - Financial Information
 Item 1.  Financial Statements
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 2                                    September 30,      March 31,
                                                 1998             1998
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   169,748     $   160,851
 Investments in Securities                           47,867          47,501
                                               ------------    ------------
  Total Current Assets                              217,615         208,352
                                                                           
 Investments in Securities                          291,125         326,412
 Investments in Project Partnerships, Net           408,013         510,805
                                              -------------   -------------
    Total Assets                                $   916,753     $ 1,045,569
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         44,735          46,190
                                              -------------   -------------
  Total Current Liabilities                          44,735          46,190
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        294,146         296,195
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at September 30, 1998 and                                     
March 31, 1998 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 September 30,1998                                 
and March 31, 1998, issued and outstanding          625,893         749,952
General Partners                                    (48,021)        (46,768)
                                              -------------   -------------
  Total Partners' Equity                            577,872         703,184
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   916,753     $ 1,045,569
                                              =============   =============
                                                             
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     

SERIES 3                                     September 30,     March 31,
                                                 1998            1998
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   135,900     $   135,622
 Investments in Securities                           42,576          42,252
                                               ------------    ------------
  Total Current Assets                              178,476         177,874
                                                                           
 Investments in Securities                          258,950         290,336
 Investments in Project Partnerships, Net           206,967         378,000
                                              -------------   -------------
    Total Assets                                $   644,393     $   846,210
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         48,970          50,773
                                              -------------   -------------
  Total Current Liabilities                          48,970          50,773
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        218,107         234,783
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at September 30, 1998 and                                     
March 31, 1998 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 September 30, 1998                                
and March 31, 1998, issued and outstanding          421,358         602,863
General Partners                                    (44,042)        (42,209)
                                              -------------   -------------
  Total Partners' Equity                            377,316         560,654
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   644,393     $   846,210
                                              =============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 4                                     September 30,     March 31,
                                                 1998            1998
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   208,954     $   196,876
 Investments in Securities                           53,940          53,529
                                               ------------    ------------
  Total Current Assets                              262,894         250,405
                                                                           
 Investments in Securities                          328,063         367,826
 Investments in Project Partnerships, Net           929,726         981,823
                                              -------------   -------------
    Total Assets                                $ 1,520,683     $ 1,600,054
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         54,140          56,202
                                              -------------   -------------
  Total Current Liabilities                          54,140          56,202
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        275,892         280,718
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at September 30, 1998 and                                     
March 31, 1998 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 September 30, 1998                                
and March 31, 1998, issued and outstanding        1,239,398       1,311,156
General Partners                                    (48,747)        (48,022)
                                              -------------   -------------
  Total Partners' Equity                          1,190,651       1,263,134
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 1,520,683     $ 1,600,054
                                              =============   =============
                                                            
                                     
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 5                                    September 30,      March 31,
                                                 1998             1998
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   288,746     $   280,813
 Investments in Securities                           67,229          66,717
                                               ------------    ------------
  Total Current Assets                              355,975         347,530
                                                                           
 Investments in Securities                          408,888         458,448
 Investments in Project Partnerships, Net         1,231,149       1,500,087
                                              -------------   -------------
    Total Assets                                $ 1,996,012     $ 2,306,065
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         73,725          74,748
                                              -------------   -------------
  Total Current Liabilities                          73,725          74,748
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        262,491         274,507
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at September 30, 1998 and                                     
March 31, 1998 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 September 30,1998                                 
and March 31, 1998, issued and outstanding        1,718,821       2,012,865
General Partners                                    (59,025)        (56,055)
                                              -------------   -------------
  Total Partners' Equity                          1,659,796       1,956,810
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 1,996,012     $ 2,306,065
                                              =============   =============
                                                             
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 6                                    September 30,      March 31,
                                                 1998             1998
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   344,419     $   406,255
 Investments in Securities                           50,081          48,608
                                               ------------    ------------
  Total Current Assets                              394,500         454,863
                                                                           
 Investments in Securities                          386,257         373,009
 Investments in Project Partnerships, Net         2,746,352       3,102,793
                                              -------------   -------------
    Total Assets                                $ 3,527,109     $ 3,930,665
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         68,164          70,482
                                              -------------   -------------
  Total Current Liabilities                          68,164          70,482
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        337,638         341,554
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at September 30, 1998 and                                     
March 31, 1998 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 September 30,1998                                 
and March 31, 1998, issued and outstanding        3,178,820       3,572,169
General Partners                                    (57,513)        (53,540)
                                              -------------   -------------
  Total Partners' Equity                          3,121,307       3,518,629
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 3,527,109     $ 3,930,665
                                              =============   =============
                                                             
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
TOTAL SERIES 2 - 6                           September 30,     March 31,
                                                 1998            1998
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $ 1,147,767     $ 1,180,417
 Investments in Securities                          261,693         258,607
                                               ------------    ------------
  Total Current Assets                            1,409,460       1,439,024
                                                                           
 Investments in Securities                        1,673,283       1,816,031
 Investments in Project Partnerships, Net         5,522,207       6,473,508
                                              -------------   -------------
    Total Assets                                $ 8,604,950     $ 9,728,563
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                        289,734         298,395
                                              -------------   -------------
  Total Current Liabilities                         289,734         298,395
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                      1,388,274       1,427,757
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at September 30, 1998 and                                     
March 31, 1998 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 September 30, 1998                                
and March 31, 1998, issued and outstanding        7,184,290       8,249,005
General Partners                                   (257,348)       (246,594)
                                              -------------   -------------
  Total Partners' Equity                          6,926,942       8,002,411
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 8,604,950     $ 9,728,563
                                              =============   =============
                                                            
                                     

              See accompanying notes to financial statements.
<PAGE>

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                (Unaudited)
SERIES 2                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $     8,841   $    10,457
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                17,193        17,222
 General and Administrative:                                             
  General Partner                                     2,671         2,344
  Other                                               5,342         5,577
 Amortization                                         1,345           592
                                               ------------  ------------
  Total Expenses                                     26,551        25,735
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (17,710)      (15,278)
Equity in Losses of Project Partnerships            (25,463)      (45,452)
                                               ------------  ------------
Net Loss                                        $   (43,173)  $   (60,730)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                          (42,741)      (60,122)
 General Partners                                      (432)         (608)
                                               ------------  ------------
                                                $   (43,173)  $   (60,760)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $     (6.97)  $     (9.80)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              6,136         6,136
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                (Unaudited)
SERIES 3                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $     7,866   $     7,787
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                15,911        15,948
 General and Administrative:                                             
  General Partner                                     2,792         2,451
  Other                                               5,646         5,011
 Amortization                                         1,115         (404)
                                               ------------  ------------
  Total Expenses                                     25,464        23,006
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (17,598)      (15,219)
Equity in Losses of Project Partnerships           (102,920)      (56,357)
                                               ------------  ------------
Net Loss                                        $  (120,518)  $   (71,576)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (119,313)      (70,860)
 General Partners                                    (1,205)         (716)
                                               ------------  ------------
                                               $   (120,518)  $   (71,576)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $     (21.87)  $    (12.99)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              5,456         5,456
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                (Unaudited)
SERIES 4                                        1998             1997
                                                ----             ----
Revenues:                                                                 
 Interest Income                                $    10,208    $    10,277
                                               ------------   ------------
Expenses:                                                                 
 Asset Management Fee-General Partner                19,533         19,568
 General and Administrative:                                              
  General Partner                                     3,521          3,089
  Other                                               6,941          6,656
 Amortization                                         1,514          (489)
                                               ------------   ------------
  Total Expenses                                     31,509         28,824
                                               ------------   ------------
Loss Before Equity in Losses of Project                                   
Partnerships                                        (21,301)       (18,547)
Equity in Losses of Project Partnerships             30,088        (27,064)
                                               ------------   ------------
Net Loss                                        $     8,787    $   (45,611)
                                               ============   ============
Allocation of Net Loss:                                                   
 Assignees                                            8,699        (45,155)
 General Partners                                        88           (456)
                                               ------------   ------------
                                                $     8,787    $   (45,611)
                                               ============   ============
Net Loss Per Beneficial Assignee                                          
Certificate                                     $      1.26    $     (6.53)
Number of Beneficial Assignee                  ============   ============
Certificates Outstanding                              6,915          6,915
                                               ============   ============
                                                                          


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                (Unaudited)
SERIES 5                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    13,130   $    13,213
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                24,166        24,211
 General and Administrative:                                             
  General Partner                                     4,371         3,835
  Other                                               9,717         8,695
 Amortization                                         3,256         2,751
                                               ------------  ------------
  Total Expenses                                     41,510        39,492
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (28,380)      (26,279)
Equity in Losses of Project Partnerships           (132,040)     (218,011)
                                               ------------  ------------
Net Loss                                        $  (160,420)  $  (244,290)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (158,816)     (241,848)
 General Partners                                    (1,604)       (2,442)
                                               ------------  ------------
                                                $  (160,420)  $  (244,290)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $    (18.44)  $    (28.07)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              8,616         8,616
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                (Unaudited)
SERIES 6                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    12,347   $    12,484
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                26,780        26,851
 General and Administrative:                                             
  General Partner                                     4,612         4,047
  Other                                               9,059         8,622
 Amortization                                         4,855         5,512
                                               ------------  ------------
  Total Expenses                                     45,306        45,032
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (32,959)      (32,548)
Equity in Losses of Project Partnerships           (155,286)     (171,286)
                                               ------------  ------------
Net Loss                                        $  (188,245)  $  (203,834)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (186,363)     (201,795)
 General Partners                                    (1,882)       (2,039)
                                               ------------  ------------
                                                $  (188,245)  $  (203,834)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $    (18.45)  $    (19.97)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                             10,105        10,105
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                 FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                (Unaudited)
TOTAL SERIES 2 - 6                              1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    52,392   $    54,218
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner               103,583       103,800
 General and Administrative:                                             
  General Partner                                    17,967        15,766
  Other                                              36,705        34,561
 Amortization                                        12,085         7,962
                                               ------------  ------------
  Total Expenses                                    170,340       162,089
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                       (117,948)     (107,871)
Equity in Losses of Project Partnerships           (385,621)     (518,170)
                                               ------------  ------------
Net Loss                                        $  (503,569)  $  (626,041)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (498,533)     (619,779)
 General Partners                                    (5,036)       (6,262)
                                               ------------  ------------
                                                $  (503,569)  $  (626,041)
                                               ============  ============
                                                                         
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE SIX MONTHS ENDED SEPTEMBER 30,
                                (Unaudited)
SERIES 2                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    17,870   $    20,193
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                34,386        34,444
 General and Administrative:                                             
  General Partner                                     4,522         4,216
  Other                                               6,875         6,804
 Amortization                                         2,690         1,184
                                               ------------  ------------
  Total Expenses                                     48,473        46,648
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (30,603)      (26,455)
Equity in Losses of Project Partnerships            (94,709)     (170,814)
                                               ------------  ------------
Net Loss                                        $  (125,312)  $  (197,269)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (124,059)     (195,296)
 General Partners                                    (1,253)       (1,973)
                                               ------------  ------------
                                                $  (125,312)  $  (197,269)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $    (20.22)  $    (31.83)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              6,136         6,136
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE SIX MONTHS ENDED SEPTEMBER 30,
                                (Unaudited)
SERIES 3                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    15,371   $    15,087
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                31,822        31,896
 General and Administrative:                                             
  General Partner                                     4,727         4,408
  Other                                               7,403         6,392
 Amortization                                         2,230         (808)
                                               ------------  ------------
  Total Expenses                                     46,182        41,888
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (30,811)      (26,801)
Equity in Losses of Project Partnerships           (152,527)     (118,296)
                                               ------------  ------------
Net Loss                                        $  (183,338)  $  (145,097)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (181,505)     (143,646)
 General Partners                                    (1,833)       (1,451)
                                               ------------  ------------
                                                $  (183,338)  $  (145,097)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $    (33.27)  $    (26.33)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              5,456         5,456
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE SIX MONTHS ENDED SEPTEMBER 30,
                                (Unaudited)
SERIES 4                                        1998             1997
                                                ----             ----
Revenues:                                                                 
 Interest Income                                $    19,981    $    20,014
                                               ------------   ------------
Expenses:                                                                 
 Asset Management Fee-General Partner                39,066         39,136
 General and Administrative:                                              
  General Partner                                     5,961          5,557
  Other                                               8,922          8,233
 Amortization                                         3,778          (978)
                                               ------------   ------------
  Total Expenses                                     57,727         51,948
                                               ------------   ------------
Loss Before Equity in Losses of Project                                   
Partnerships                                        (37,746)       (31,934)
Equity in Losses of Project Partnerships            (34,737)      (157,720)
                                               ------------   ------------
Net Loss                                        $   (72,483)   $  (189,654)
                                               ============   ============
Allocation of Net Loss:                                                   
 Assignees                                          (71,758)      (187,757)
 General Partners                                      (725)        (1,897)
                                               ------------   ------------
                                                $   (72,483)   $  (189,654)
                                               ============   ============
Net Loss Per Beneficial Assignee                                          
Certificate                                     $    (10.38)   $    (27.15)
Number of Beneficial Assignee                  ============   ============
Certificates Outstanding                              6,915          6,915
                                               ============   ============
                                                                          


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE SIX MONTHS ENDED SEPTEMBER 30,
                                (Unaudited)
SERIES 5                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    25,755   $    25,745
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                48,332        48,422
 General and Administrative:                                             
  General Partner                                     7,400         6,898
  Other                                              12,264        10,596
 Amortization                                         6,512         5,502
                                               ------------  ------------
  Total Expenses                                     74,508        71,418
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (48,753)      (45,673)
Equity in Losses of Project Partnerships           (248,261)     (375,269)
                                               ------------  ------------
Net Loss                                        $  (297,014)  $  (420,942)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (294,044)     (416,733)
 General Partners                                    (2,970)       (4,209)
                                               ------------  ------------
                                                $  (297,014)  $  (420,942)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $    (34.13)  $    (48.37)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              8,616         8,616
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE SIX MONTHS ENDED SEPTEMBER 30,
                                (Unaudited)
SERIES 6                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    24,513   $    24,723
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                53,560        53,702
 General and Administrative:                                             
  General Partner                                     7,810         7,281
  Other                                              12,357        10,880
 Amortization                                         9,710        11,024
                                               ------------  ------------
  Total Expenses                                     83,437        82,887
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (58,924)      (58,164)
Equity in Losses of Project Partnerships           (338,398)     (398,202)
                                               ------------  ------------
Net Loss                                        $  (397,322)  $  (456,366)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (393,349)     (451,802)
 General Partners                                    (3,973)       (4,564)
                                               ------------  ------------
                                                $  (397,322)  $  (456,366)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $    (38.93)  $    (44.71)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                             10,105        10,105
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE SIX MONTHS ENDED SEPTEMBER 30,
                                (Unaudited)
TOTAL SERIES 2 - 6                              1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $   103,490   $   105,762
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner               207,166       207,600
 General and Administrative:                                             
  General Partner                                    30,420        28,360
  Other                                              47,821        42,905
 Amortization                                        24,920        15,924
                                               ------------  ------------
  Total Expenses                                    310,327       294,789
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                       (206,837)     (189,027)
Equity in Losses of Project Partnerships           (868,632)   (1,220,301)
                                               ------------  ------------
Net Loss                                        $(1,075,469)  $(1,409,328)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                       (1,064,715)   (1,395,234)
 General Partners                                   (10,754)      (14,094)
                                               ------------  ------------
                                                $(1,075,469)  $(1,409,328)
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                       GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                (Unaudited)


                                                General            
SERIES 2                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $  1,084,268    $   (43,391)    $  1,040,877
                                                                           
Net Loss                           (195,296)        (1,973)        (197,269)
                              -------------    ------------   -------------
                                                                           
Balance at September 30,1997   $    888,972    $   (45,364)    $    843,608
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $    749,952    $   (46,768)    $    703,184
                                                                           
Net Loss                           (124,059)        (1,253)        (125,312)
                              -------------    ------------   -------------
                                                                           
Balance at September 30,1998   $    625,893    $   (48,021)    $    577,872
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.

<PAGE>



                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                (Unaudited)


                                                General            
SERIES 3                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $    822,156    $   (39,994)    $    782,162
                                                                           
Net Loss                           (143,646)        (1,451)        (145,097)
                              -------------    ------------   -------------
                                                                           
Balance at September 30,1997   $    678,510    $   (41,445)    $    637,065
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $    602,863    $   (42,209)    $    560,654
                                                                           
Net Loss                           (181,505)        (1,833)        (183,338)
                              -------------    ------------   -------------
                                                                           
Balance at September 30,1998   $    421,358    $   (44,042)    $    377,316
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.

<PAGE>



                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                (Unaudited)


                                                General            
SERIES 4                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $  1,791,717    $   (43,168)    $  1,748,549
                                                                           
Net Loss                           (187,757)        (1,897)        (189,654)
                              -------------    ------------   -------------
                                                                           
Balance at September 30,1997   $  1,603,960    $   (45,065)    $  1,558,895
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $  1,311,156    $   (48,022)    $  1,263,134
                                                                           
Net Loss                            (71,758)          (725)         (72,483)
                              -------------    ------------   -------------
                                                                           
Balance at September 30,1998   $  1,239,398    $   (48,747)    $  1,190,651
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.

<PAGE>



                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                (Unaudited)


                                                General            
SERIES 5                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $  2,818,232    $   (47,920)    $  2,770,312
                                                                           
Net Loss                           (416,733)        (4,209)        (420,942)
                              -------------    ------------   -------------
                                                                           
Balance at September 30,1997   $  2,401,499    $   (52,129)    $  2,349,370
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $  2,012,865    $   (56,055)    $  1,956,810
                                                                           
Net Loss                           (294,044)        (2,970)        (297,014)
                              -------------    ------------   -------------
                                                                           
Balance at September 30,1998   $  1,718,821    $   (59,025)    $  1,659,796
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.

<PAGE>



                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                (Unaudited)


                                                General            
SERIES 6                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $  4,433,605    $   (44,839)    $  4,388,766
                                                                           
Net Loss                           (451,802)        (4,564)        (456,366)
                              -------------    ------------   -------------
                                                                           
Balance at September 30,1997   $  3,981,803    $   (49,403)    $  3,932,400
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $  3,572,169    $   (53,540)    $  3,518,629
                                                                           
Net Loss                           (393,349)        (3,973)        (397,322)
                              -------------    ------------   -------------
                                                                           
Balance at September 30,1998   $  3,178,820    $   (57,513)    $  3,121,307
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.

<PAGE>



                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                (Unaudited)


                                                General            
TOTAL SERIES 2 - 6             Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $ 10,949,978    $  (219,312)    $ 10,730,666
                                                                           
Net Loss                         (1,395,234)       (14,094)      (1,409,328)
                              -------------    ------------   -------------
                                                                           
Balance at September 30,1997   $  9,554,744    $  (233,406)    $  9,321,338
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $  8,249,005    $  (246,594)    $  8,002,411
                                                                           
Net Loss                         (1,064,715)       (10,754)      (1,075,469)
                              -------------    ------------   -------------
                                                                           
Balance at September 30,1998   $  7,184,290    $  (257,348)    $  6,926,942
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>





                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                (Unaudited)

SERIES 2                                        1998            1997
--------                                        ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                    $  (125,312)     $  (197,269)
  Adjustments to Reconcile Net Loss to Net                                
  Cash Provided by (Used in) Operating                                      
  Activities:                                                               
    Amortization                                    2,690            1,184
    Accreted Interest Income on Investments                                
    in Securities                                 (12,580)         (13,605)
    Equity in Losses of Project                                           
    Partnerships                                   94,709          170,814
    Interest Income from Redemption of                                    
    Securities                                     16,834           13,628
    Changes in Operating Assets and                                       
    Liabilities:                                                              
     Increase in Payable to General Partners       (3,505)          (2,865)
                                             ------------     ------------
        Net Cash Used in Operating                                        
        Activities                                (27,164)         (28,113)
                                             ------------     ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
  Partnerships                                      5,393            5,196
  Redemption of Investment in Securities           30,668           32,065
                                             ------------     ------------
        Net Cash Provided by (Used in)                                    
        Investing Activities                       36,061           37,261
                                             ------------     ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                         8,897            9,148
Cash and Cash Equivalents at Beginning of                                 
Year                                              160,851          138,561
                                             ------------     ------------
Cash and Cash Equivalents at  End of Year     $   169,748      $   147,709
                                             ============     ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                (Unaudited)
SERIES 3                                         1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                     $  (183,338)    $  (145,097)
  Adjustments to Reconcile Net Loss to Net                                
  Cash Provided by (Used in) Operating                                      
  Activities:                                                               
    Amortization                                     2,230            (808)
    Accreted Interest Income on Investments                               
    in Securities                                  (11,190)        (12,101)
    Equity in Losses of Project                                           
    Partnerships                                   152,527         118,296
    Interest Income from Redemption of                                    
    Securities                                      14,974          12,121
    Changes in Operating Assets and                                       
    Liabilities:                                                              
    Increase in Payable to General                                        
    Partners                                       (18,479)        (10,543)
                                              ------------    ------------
        Net Cash Used in Operating                                        
        Activities                                 (43,276)        (38,132)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
  Partnerships                                      16,276          19,677
  Redemption of Investment in Securities            27,278          28,521
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
        Investing Activities                        43,554          48,198
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                            278          10,066
Cash and Cash Equivalents at Beginning of                                 
Year                                               135,622         109,925
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $   135,900     $   119,991
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                (Unaudited)
SERIES 4                                         1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                     $   (72,483)    $  (189,654)
  Adjustments to Reconcile Net Loss to Net                                
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                     3,778            (978)
    Accreted Interest Income on Investments                               
    in Securities                                  (14,176)        (15,331)
    Equity in Losses of Project                                           
    Partnerships                                    34,737         157,720
    Interest Income from Redemption of                                    
    Securities                                      18,970          15,358
    Changes in Operating Assets and                                       
    Liabilities:                                                              
    Increase in Payable to General                                        
    Partners                                        (6,889)         (5,276)
                                              ------------    ------------
        Net Cash Used in Operating                                        
        Activities                                 (36,063)        (38,161)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
  Partnerships                                      13,582           8,131
  Redemption of Investment in Securities            34,559          36,133
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
        Investing Activities                        48,141          44,264
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                         12,078           6,103
Cash and Cash Equivalents at Beginning of                                 
Year                                               196,876         182,773
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $   208,954     $   188,876
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                (Unaudited)
SERIES 5                                         1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                     $  (297,014)    $  (420,942)
  Adjustments to Reconcile Net Loss to Net                                
  Cash Provided by (Used in) Operating                                      
  Activities:                                                               
    Amortization                                     6,512           5,502
    Accreted Interest Income on Investments                               
    in Securities                                  (17,669)        (19,108)
    Equity in Losses of Project                                           
    Partnerships                                   248,261         375,269
    Interest Income from Redemption of                                    
    Securities                                      23,644          19,140
    Changes in Operating Assets and                                       
    Liabilities:                                                              
    Increase in Payable to General                                        
    Partners                                       (13,039)        (11,500)
                                              ------------    ------------
        Net Cash Used in Operating                                        
        Activities                                 (49,305)        (51,639)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
  Partnerships                                      14,165          12,755
  Redemption of Investment in Securities            43,073          45,035
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
        Investing Activities                        57,238          57,790
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                          7,933           6,151
Cash and Cash Equivalents at Beginning of                                 
Year                                               280,813         259,006
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $   288,746     $   265,157
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                (Unaudited)
SERIES 6                                         1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                     $  (397,322)    $  (456,366)
  Adjustments to Reconcile Net Loss to Net                                
  Cash Provided by (Used in) Operating                                      
  Activities:                                                               
    Amortization                                     9,710          11,024
    Accreted Interest Income on Investments                               
    in Securities                                  (14,720)        (15,031)
    Equity in Losses of Project                                           
    Partnerships                                   338,398         398,202
    Interest Income from Redemption of                                    
    Securities                                           0               0
    Changes in Operating Assets and                                       
    Liabilities:                                                              
    Increase in Payable to General                                         
    Partners                                        (6,235)         (5,849)
                                              ------------    ------------
        Net Cash Used in Operating                                        
        Activities                                 (70,169)        (68,020)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
  Partnerships                                       8,333           8,904
  Redemption of Investment in Securities                 0               0
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
        Investing Activities                         8,333           8,904
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                        (61,836)        (59,116)
Cash and Cash Equivalents at Beginning of                                 
Year                                               406,255         396,736
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $   344,419     $   337,620
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                (Unaudited)
TOTAL SERIES 2 - 6                               1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                     $(1,075,469)    $(1,409,328)
  Adjustments to Reconcile Net Loss to Net                                
  Cash Provided by (Used in) Operating                                      
  Activities:                                                               
    Amortization                                    24,920          15,924
    Accreted Interest Income on Investments                               
    in Securities                                  (70,335)        (75,176)
    Equity in Losses of Project                                           
    Partnerships                                   868,632       1,220,301
    Interest Income from Redemption of                                    
    Securities                                      74,422          60,247
    Changes in Operating Assets and                                       
    Liabilities:                                                              
    Increase in Payable to General                                        
    Partners                                       (48,147)        (36,033)
                                              ------------    ------------
        Net Cash Used in Operating                                        
        Activities                                (225,977)       (224,065)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
  Partnerships                                      57,749          54,663
  Redemption of Investment in Securities           135,578         141,754
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
        Investing Activities                       193,327         196,417
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                        (32,650)        (27,648)
Cash and Cash Equivalents at Beginning of                                 
Year                                             1,180,417       1,087,001
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $ 1,147,767     $ 1,059,353
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                                      
                        NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)
                             SEPTEMBER 30, 1998

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
September 30, 1998, 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 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  1997  figures  have  been  reclassified,  where
appropriate,  to  conform with the financial statement presentation  used  in
1998.

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, 1998.  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  September  30, 1998 Balance Sheet includes Investment  in  Securities
consisting  of U.S. Government Security Strips which represents  their  cost,
plus  accreted interest income of $136,061 for Series 2, $121,023 for  Series
3,  $153,324 for Series 4, $191,098 for Series 5 and $147,008 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                 $   382,750        $   338,992         $    43,758
Series 3                     340,338            301,527              38,811
Series 4                     431,343            382,003              49,340
Series 5                     537,448            476,117              61,331
Series 6                     487,560            436,338              51,222


  As  of  September  30,  1998,  the cost and  accreted  interest  of  debt
securities by contractual maturities is as follows:

                                  Series 2       Series 3       Series 4
                                  --------       --------       --------
Due with 1 year                    $   47,867     $   42,576     $   53,940
After 1 year through 5 years          175,756        156,331        198,054
After 5 years through 10 years        115,369        102,620        130,009
                                   ----------     ----------     ----------
  Total Amount Carried on                                                  
Balance Sheet                      $  338,992     $  301,527     $  382,003
                                   ==========     ==========     ==========


                                  Series 5       Series 6        Total
                                  --------       --------       --------
Due with 1 year                    $   67,229     $   50,081     $  261,693
After 1 year through 5 years          246,850        199,379        976,370
After 5 years through 10 years        162,038        186,878        696,914
                                   ----------     ----------     ----------
  Total Amount Carried on                                                  
Balance Sheet                      $  476,117     $  436,338     $1,934,977
                                   ==========     ==========     ==========


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  six months ended September 30, 1998 and 1997 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.

                            1998           1997
                            ----          ------
 Series 2              $  34,386       $  34,444
 Series 3                 31,822          31,896
 Series 4                 39,066          39,136
 Series 5                 48,332          48,422
 Series 6                 53,560          53,702
                       ---------       ---------
 Total                 $ 207,166       $ 207,600
                       =========       =========

  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              $   4,522        $  4,216
 Series 3                  4,727           4,408
 Series 4                  5,961           5,557
 Series 5                  7,400           6,898
 Series 6                  7,810           7,281
                       ---------        --------
 Total                 $  30,420        $ 28,360
                       =========        ========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As  of September 30, 1998, the Partnership had acquired an interest in 148
Project Partnerships for the Series which own and operate government assisted
multi-family  housing  complexes(Series 2-22, Series 3-23,  Series  5-36  and
Series  6-38).  The Partnership, as the Investor Limited Partner pursuant  to
the  Project  Partnership  Agreements has  generally  acquired  an  ownership
interest of 99% in these Project Partnerships.

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

SERIES 2                                     SEPTEMBER 30,     MARCH 31,
                                                  1998            1998
                                             --------------   ----------
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)                                 (4,405,492)     (4,310,783)
                                                                           
Cumulative distributions received from
Project Partnerships                                (69,669)        (64,276)
                                               ------------   -------------
                                                                           
Investment in Project Partnerships before                                  
Adjustment                                           49,517         149,619
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      390,838         390,838
 Accumulated amortization of acquisition                                   
 fees and expenses                                  (32,342)        (29,652)
                                                -----------    ------------
                                                                           
Investments in Project Partnerships            $    408,013    $    510,805
                                               ============    ============
                                                                           
  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $778,305 for the period ended September 30, 1998 and cumulative suspended
losses of $556,351 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 3                                     SEPTEMBER 30,     MARCH 31,
                                                  1998            1998
                                             --------------   ----------
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)                                 (3,974,308)     (3,821,781)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (162,852)       (146,576)
                                                -----------   -------------
Investment in Project Partnerships before                                  
Adjustment                                         (248,447)        (79,644)
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      491,746         491,746
 Accumulated amortization of acquisition                                   
 fees and expenses                                  (36,332)        (34,102)
                                                -----------    ------------
                                                                           
Investments in Project Partnerships            $    206,967    $    378,000
                                               ============    ============
                                                                           

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $1,244,470  for  the  period  ended September  30,  1998  and  cumulative
suspended  losses  of $1,033,078 for the year ended March 31,  1998  are  not
included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 4                                     SEPTEMBER 30,     MARCH 31,
                                                  1998            1998
                                             --------------   ----------
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)                                 (4,460,004)     (4,425,267)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (103,848)        (90,266)
                                                -----------   -------------
Investment in Project Partnerships before                                  
Adjustment                                          388,667         436,986
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      562,967         562,967
 Accumulated amortization of acquisition                                   
 fees and expenses                                  (21,908)        (18,130)
                                                -----------    ------------
                                                                           
Investments in Project Partnerships            $    929,726    $    981,823
                                               ============    ============
                                                                           

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $671,674 for the period ended September 30, 1998 and cumulative suspended
losses of $496,384 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 5                                     SEPTEMBER 30,     MARCH 31,
                                                  1998            1998
                                             --------------   ----------
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)                                 (5,355,618)     (5,107,357)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (146,355)       (132,190)
                                                -----------   -------------
Investment in Project Partnerships before                                  
Adjustment                                          662,499         924,925
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      650,837         650,837
 Accumulated amortization of acquisition                                   
 fees and expenses                                  (82,187)        (75,675)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships            $  1,231,149    $  1,500,087
                                               ============    ============
                                                                           

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $438,040 for the period ended September 30, 1998 and cumulative suspended
losses of $248,554 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 6                                     SEPTEMBER 30,     MARCH 31,
                                                  1998            1998
                                             --------------   ----------
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)                                 (5,233,217)     (4,894,819)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (130,039)       (121,706)
                                               ------------   -------------
Investment in Project Partnerships before                                  
Adjustment                                        2,098,959       2,445,690
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      785,179         785,179
 Accumulated amortization of acquisition                                   
 fees and expenses                                 (137,786)       (128,076)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships            $  2,746,352    $  3,102,793
                                               ============    ============
                                                                           

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $308,001 for the period ended September 30, 1998 and cumulative suspended
losses of $218,323 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

TOTAL SERIES 2 - 6                           SEPTEMBER 30,     MARCH 31,
                                                  1998            1998
                                             --------------   ----------
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                                    (23,428,639)    (22,560,007)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (612,763)       (555,014)
                                                -----------   -------------
Investment in Project Partnerships before                                  
Adjustment                                        2,951,195       3,877,576
                                                                           
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                                 (310,555)       (285,635)
                                                -----------    ------------
                                                                           
Investments in Project Partnerships            $  5,522,207    $  6,473,508
                                               ============    ============
<PAGE>
                                                                           
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
June 30, of each year:
                                                           
                                                 1998          1997
SERIES 2                                         ----          ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                              $ 1,750,157     $ 1,645,940
  Investment properties, net                   21,204,830      22,168,236
  Other assets                                     35,271          10,058
                                              -----------     -----------
    Total assets                              $22,990,258     $23,824,234
                                              ===========     ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                             437,533         428,623
  Long-term debt                               23,206,573      23,257,739
                                              -----------     -----------
    Total liabilities                          23,644,106      23,686,362
                                              -----------     -----------
Partners' equity                                                         
  Limited Partner                                (704,300)         63,980
  General Partners                                 50,452          73,892
                                              -----------     -----------
    Total Partners' equity                       (653,848)        137,872
                                              -----------     -----------
    Total liabilities and partners'                                      
equity                                        $22,990,258     $23,824,234
                                              ===========     ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                       $ 1,356,115     $ 1,342,960
                                              -----------     -----------
Expenses:                                                                
  Operating expenses                              796,685         734,845
  Interest expense                                411,496         417,630
  Depreciation and amortization                   467,796         469,812
                                              -----------     -----------
    Total expenses                              1,675,977       1,622,287
                                                                         
      Net loss                                   (319,862)       (279,327)
                                              ===========     ===========
Other partners' share of net loss                  (3,199)         (2,793)
                                              ===========     ===========
                                                                         
Partnerships' share of net loss                  (316,663)       (276,534)
Suspended loss                                    221,954         105,720
                                              -----------     -----------
Equity in Losses of Project Partnerships       $  (94,709)     $ (170,814)
                                              ===========     ===========
<PAGE>
                                                                         

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
June 30, of each year:
                                                                           
                                                1998            1997
SERIES 3                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,142,090    $ 2,094,496
  Investment properties, net                    18,451,962     19,383,407
  Other assets                                     221,466        236,415
                                               -----------    -----------
    Total assets                               $20,815,518    $21,714,318
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              484,048        543,028
  Long-term debt                                21,758,002     21,830,460
                                               -----------    -----------
    Total liabilities                           22,242,050     22,373,488
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                               (1,729,088)      (986,004)
  General Partners                                 302,556        326,834
                                               -----------    -----------
    Total Partners' equity                      (1,426,532)      (659,170)
                                               -----------    -----------
    Total liabilities and partners'                                      
equity                                         $20,815,518    $21,714,318
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $ 1,187,591    $ 1,210,651
Expenses:                                      -----------    -----------
                                                                         
  Operating expenses                               830,029        742,330
  Interest expense                                 267,363        308,623
  Depreciation and amortization                    457,794        460,693
                                               -----------    -----------
    Total expenses                               1,555,186      1,511,646
                                                                         
      Net loss                                    (367,595)      (300,995)
                                               ===========    ===========
Other partners' share of net loss                   (3,676)        (3,010)
                                               ===========    ===========
                                                                         
Partnerships' share of net loss                   (363,919)      (297,985)
Suspended loss                                     211,392        179,689
                                               -----------    -----------
Equity in Losses of Project Partnershi ps       $ (152,527)    $ (118,296)
                                               ===========    ===========
<PAGE>
                                                                         

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
June 30, of each year:
                                                                           
                                                1998            1997
SERIES 4                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,281,638    $ 2,100,912
  Investment properties, net                    24,774,619     25,828,907
  Other assets                                      46,196         24,858
                                               -----------    -----------
    Total assets                               $27,102,453    $27,954,677
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              592,640        562,752
  Long-term debt                                26,531,497     26,611,866
                                               -----------    -----------
    Total liabilities                           27,124,137     27,174,618
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                                 (240,423)       529,747
  General Partners                                 218,739        250,312
                                               -----------    -----------
    Total Partners' equity                         (21,684)       780,059
                                               -----------    -----------
    Total liabilities and partners'                                      
equity                                         $27,102,453    $27,954,677
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $ 1,656,330    $ 1,592,236
Expenses:                                      -----------    -----------
                                                                         
  Operating expenses                               981,127        882,888
  Interest expense                                 357,041        462,018
  Depreciation and amortization                    530,310        521,872
                                               -----------    -----------
    Total expenses                               1,868,478      1,866,778
                                                                         
      Net loss                                    (212,148)      (274,542)
                                               ===========    ===========
Other partners' share of net loss                   (2,121)        (2,745)
                                               ===========    ===========
                                                                         
Partnerships' share of net loss                   (210,027)      (271,797)
Suspended loss                                     175,290        114,077
                                               -----------    -----------
Equity in Losses of Project Partnerships        $  (34,737)    $ (157,720)
                                               ===========    ===========
                                                                         
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
June 30, of each year:
                                                                           
                                                1998            1997
SERIES 5                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,759,912    $ 2,731,776
  Investment properties, net                    31,015,360     32,306,100
  Other assets                                      71,380          4,958
                                               -----------    -----------
    Total assets                               $33,846,652    $35,042,834
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              756,060        824,094
  Long-term debt                                32,813,316     32,897,396
                                               -----------    -----------
    Total liabilities                           33,569,376     33,721,490
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                                  350,386      1,347,051
  General Partners                                 (73,110)       (25,707)
                                               -----------    -----------
    Total Partners' equity                         277,276      1,321,344
                                               -----------    -----------
    Total liabilities and partners'                                      
equity                                         $33,846,652    $35,042,834
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $ 1,765,354    $ 1,778,167
Expenses:                                      -----------    -----------
                                                                         
  Operating expenses                             1,123,887      1,064,849
  Interest expense                                 417,261        453,197
  Depreciation and amortization                    666,375        687,623
                                               -----------    -----------
    Total expenses                               2,207,523      2,205,669
                                                                         
      Net loss                                    (442,169)      (427,502)
                                               ===========    ===========
Other partners' share of net loss                   (4,422)        (4,275)
                                               ===========    ===========
                                                                         
Partnerships' share of net loss                   (437,747)      (423,227)
Suspended loss                                     189,486         47,958
                                               -----------    -----------
Equity in Losses of Project Partnerships        $ (248,261)    $ (375,269)
                                               ===========    ===========
                                                                         
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
June 30, of each year:
                                                                           
                                                1998            1997
SERIES 6                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 3,077,417    $ 2,904,433
  Investment properties, net                    35,013,401     36,416,742
  Other assets                                      24,437         15,352
                                               -----------    -----------
    Total assets                               $38,115,255    $39,336,527
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              788,868        880,880
  Long-term debt                                35,658,804     35,836,877
                                               -----------    -----------
    Total liabilities                           36,447,672     36,717,757
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                                1,834,672      2,748,170
  General Partners                                (167,089)      (129,400)
                                               -----------    -----------
    Total Partners' equity                       1,667,583      2,618,770
                                               -----------    -----------
    Total liabilities and partners'            $38,115,255    $39,336,527
equity                                         ===========    ===========
                                                                         
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $ 1,988,399    $ 2,044,084
Expenses:                                      -----------    -----------
                                                                         
  Operating expenses                             1,141,374      1,094,214
  Interest expense                                 546,487        652,781
  Depreciation and amortization                    732,938        736,464
                                               -----------    -----------
    Total expenses                               2,420,799      2,483,459
                                                                         
      Net loss                                    (432,400)      (439,375)
                                               ===========    ===========
Other partners' share of net loss                   (4,324)        (4,394)
                                               ===========    ===========
                                                                         
Partnerships' share of net loss                   (428,076)      (434,981)
Suspended losses                                    89,678         36,779
                                               -----------    -----------
Equity in Losses of Project Partnerships        $ (338,398)    $ (398,202)
                                               ===========    ===========
                                                                         
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
June 30, of each year:
                                                                           
                                            1998               1997
TOTAL SERIES 2- 6                           ----               ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                            $ 12,011,214     $ 11,477,557
  Investment properties, net                 130,460,172      136,103,392
  Other assets                                   398,750          291,641
                                             -----------      -----------
    Total assets                            $142,870,136     $147,872,590
                                             ===========      ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                          3,059,149        3,239,377
  Long-term debt                             139,968,192      140,434,338
                                             -----------      -----------
    Total liabilities                        143,027,341      143,673,715
                                             -----------      -----------
Partners' equity                                                         
  Limited Partner                               (488,753)       3,702,944
  General Partners                               331,548          495,931
                                             -----------      -----------
    Total Partners' equity                      (157,205)       4,198,875
                                             -----------      -----------
    Total liabilities and partners'                                      
equity                                      $142,870,136     $147,872,590
                                           =============    =============
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                      $ 7,953,789      $ 7,968,098
Expenses:                                  -------------    -------------
                                                                         
  Operating expenses                           4,873,102        4,519,126
  Interest expense                             1,999,648        2,294,249
  Depreciation and amortization                2,855,213        2,876,464
                                             -----------      -----------
    Total expenses                             9,727,963        9,689,839
                                                                         
      Net loss                                (1,774,174)      (1,721,741)
                                             ===========      ===========
Other partners' share of net loss                (17,742)         (17,217)
                                             ===========      ===========
                                                                         
Partnerships' share of net loss               (1,756,432)      (1,704,524)
Suspended losses                                 887,800          484,223
                                             -----------      -----------
Equity in Losses of Project                                              
Partnerships                                 $  (868,632)     $(1,220,301)
                                            ============     ============
<PAGE>
                                                                         
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 six and three  months
ended   September  30,  1998  and  September  30,  1997.   The  General   and
Administrative  expenses  -  General Partner and General  and  Administrative
expenses  - Other for the six and three months ended September 30,  1998  are
comparable  for  the  same period ended September 30, 1997.   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  six months ended September 30, 1998 decreased from $170,814 for the  six
months  ended  September  30, 1997 to $94,709 as a result  of  not  including
losses  of $221,954 in 1998 as compared to $105,720 in 1997, 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  September  30, 1998, the Series had $169,748 of short-term  investments
(Cash  and Cash Equivalents).  It also had $338,992 in Zero Coupon Treasuries
with  annual  maturities providing $49,544 in fiscal year 2000 increasing  to
$66,285  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
$125,312  for  the  six  months ended September  30,  1998.   However,  after
adjusting  for  Equity in Losses of Project Partnerships of $94,709  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $27,164  as  a result of paying  Asset  Management  Fees  of
$35,000. Cash provided by investing activities totaled $36,061, consisting of
$5,393  in cash distributions from the Project Partnerships and $30,668  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  six months ended September 30, 1998 increased from $118,296 for the  six
months ended September 30, 1997 to $152,527.

  At  September  30, 1998, the Series had $135,900 of short-term  investments
(Cash  and Cash Equivalents).  It also had $301,526 in Zero Coupon Treasuries
with  annual  maturities providing $44,054 in fiscal year 2000 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
$183,338  for  the  six  months ended September  30,  1998.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $152,527  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $43,276  as  a result of paying  Asset  Management  Fees  of
$47,000. Cash provided by investing activities totaled $43,554, consisting of
$16,276 in cash distributions from the Project Partnerships and $27,278  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  six months ended September 30, 1998 decreased from $157,720 for the  six
months  ended  September  30, 1997 to $34,737 as a result  of  not  including
losses  of $175,290 in 1998 as compared to $114,077 in 1997, as these  losses
would reduce the investment in certain Project Partnerships below zero.

  At  September  30, 1998, the Series had $208,954 of short-term  investments
(Cash  and Cash Equivalents).  It also had $382,003 in Zero Coupon Treasuries
with  annual  maturities providing $55,834 in fiscal year 2000 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
$72,483  for  the  six  months  ended September  30,  1998.   However,  after
adjusting  for  Equity in Losses of Project Partnerships of $34,737  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $36,063  as  a result of paying  Asset  Management  Fees  of
$42,000.   Cash provided by investing activities totaled $48,141,  consisting
of  $13,582  in cash distributions from the Project Partnerships and  $34,559
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  six months ended September 30, 1998 decreased from $375,269 for the  six
months  ended  September 30, 1997 to $248,261 as a result  of  not  including
losses  of  $189,486 in 1998 as compared to $47,958 in 1997, as these  losses
would reduce the investment in certain Project Partnerships below zero.

  At  September  30, 1998, the Series had $288,746 of short-term  investments
(Cash  and Cash Equivalents).  It also had $476,117 in Zero Coupon Treasuries
with  annual  maturities providing $69,568 in fiscal year 2000 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
$297,014  for  the  six  months ended September  30,  1998.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $248,261  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $49,305  as  a result of paying  Asset  Management  Fees  of
$58,000. Cash provided by investing activities totaled $57,238, consisting of
$14,165 in cash distributions from the Project Partnerships and $43,073  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  six months ended September 30, 1998 decreased from $398,202 for the  six
months  ended  September 30, 1997 to $338,398 as a result  of  not  including
losses  of  $89,678 in 1998 as compared to $36,779 in 1997, as  these  losses
would reduce the investment in certain Project Partnerships below zero.

  At  September  30, 1998, the Series had $344,419 of short-term  investments
(Cash  and Cash Equivalents).  It also had $436,338 in Zero Coupon Treasuries
with  annual  maturities providing $51,000 in fiscal year 2000 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
$397,322  for  the  six  months ended September  30,  1998.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $338,398  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $70,169  as  a result of paying  Asset  Management  Fees  of
$55,000. Cash provided by investing activities totaled $8,333, consisting  of
cash  distributions  from the Project Partnerships.  There  were  no  unusual
events or trends to describe.

<PAGE>
                           SIGNATURES


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


                           GATEWAY TAX CREDIT FUND II LTD.
                           (A Florida Limited Partnership)
                           By:  Raymond James Tax Credit Funds,Inc.






Date: November 13, 1998    By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date: November 13, 1998    By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer

<PAGE>