25
                     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             June 30, 1999

Commission File Number                     0-19022

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

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

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

Registrant's Telephone Number, Including Area Code:      (727)573-3800

Indicate  by  check  mark whether the Registrant: (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding 12 months (or for such shorter period  that  the
Registrant  was required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.
                      YES     X              NO

                                              Number of Units
      Title of Each Class                      June 30, 1999
Beneficial Assignee Certificates:
$1,000 per certificate                              37,228

                     DOCUMENTS INCORPORATED BY REFERENCE

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

PART I - Financial Information
 Item 1.  Financial Statements
                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                               BALANCE SHEETS

SERIES 2                                       June 30,        March 31,
                                                 1999             1999
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   391,071     $   169,513
 Receivables from Other Series                            0               0
 Investments in Securities                           49,108          49,538
                                               ------------    ------------
    Total Current Assets                            440,179         219,051

 Investments in Securities                          259,134         302,427
 Investments in Project Partnerships, Net           282,197         331,579
                                              -------------   -------------
    Total Assets                                $   981,510     $   853,057
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         45,030          44,229
 Payable to Other Series                            170,818               0
                                              -------------   -------------
    Total Current Liabilities                       215,848          44,229
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        343,302         326,949
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at June 30, 1999 and March
31,1999 have been issued to the assignees
Assignees
 Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $1,000 stated
value per BAC, 37,228 at June 30, 1999
and March 31,1999, issued and outstanding           471,936         530,860
General Partners                                    (49,576)        (48,981)
                                              -------------   -------------
  Total Partners' Equity                            422,360         481,879
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   981,510     $   853,057
                                              =============   =============


               See accompanying notes to financial statements.

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


SERIES 3                                       June 30,        March 31,
                                                 1999            1999
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   144,383     $   137,981
 Receivables from Other Series                       44,415               0
 Investments in Securities                           43,680          44,063
                                               ------------    ------------
  Total Current Assets                              232,478         182,044

 Investments in Securities                          230,495         269,002
 Investments in Project Partnerships, Net           171,118         218,820
                                              -------------   -------------
    Total Assets                                $   634,091     $   669,866
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         49,449          48,298
 Payable to Other Series                                  0               0
                                              -------------   -------------
  Total Current Liabilities                          49,449          48,298
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        263,263         248,238
                                              -------------   -------------
Partners' Equity:
 Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at June 30, 1999 and March
31, 1999 have been issued to the assignees
Assignees
 Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $1,000 stated
value per BAC, 37,228 at June 30, 1999 and
March 31, 1999, issued and outstanding              365,981         417,412
General Partners                                    (44,602)        (44,082)
                                              -------------   -------------
  Total Partners' Equity                            321,379         373,330
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   634,091     $   669,866
                                              =============   =============



               See accompanying notes to financial statements.

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

SERIES 4                                       June 30,        March 31,
                                                 1999            1999
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   213,068     $   207,632
 Receivables from Other Series                       56,270               0
 Investments in Securities                           55,338          55,823
                                               ------------    ------------
  Total Current Assets                              324,676         263,455

 Investments in Securities                          292,014         340,799
 Investments in Project Partnerships, Net           588,238         676,348
                                              -------------   -------------
    Total Assets                                $ 1,204,928     $ 1,280,602
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         54,491          53,248
 Payable to Other Series                                  0               0
                                              -------------   -------------
  Total Current Liabilities                          54,491          53,248
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        331,322         312,891
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at June 30, 1999 and March
31, 1999 have been issued to the assignees
Assignees
 Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $1,000 stated
value per BAC, 37,228 at June 30, 1999 and
March 31, 1999, issued and outstanding              871,577         965,972
General Partners                                    (52,462)        (51,509)
                                              -------------   -------------
  Total Partners' Equity                            819,115         914,463
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 1,204,928     $ 1,280,602
                                              =============   =============



               See accompanying notes to financial statements.

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

SERIES 5                                       June 30,        March 31,
                                                 1999             1999
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   299,793     $   292,994
 Receivables from Other Series                       70,133               0
 Investments in Securities                           68,975          69,576
                                               ------------    ------------
  Total Current Assets                              438,901         362,570

 Investments in Securities                          363,955         424,763
 Investments in Project Partnerships, Net         1,114,353       1,145,581
                                              -------------   -------------
    Total Assets                                $ 1,917,209     $ 1,932,914
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         73,105          71,427
 Payable to Other Series                                  0               0
                                              -------------   -------------
  Total Current Liabilities                          73,105          71,427
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        331,024         308,232
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at June 30, 1999 and March
31,1999 have been issued to the assignees
Assignees
 Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $1,000 stated
value per BAC, 37,228 at June 30, 1999
and March 31,1999, issued and outstanding         1,573,573       1,613,346
General Partners                                    (60,493)        (60,091)
                                              -------------   -------------
  Total Partners' Equity                          1,513,080       1,553,255
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 1,917,209     $ 1,932,914
                                              =============   =============


               See accompanying notes to financial statements.

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

SERIES 6                                       June 30,        March 31,
                                                 1999             1999
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   413,595     $   408,672
 Receivables from Other Series                            0               0
 Investments in Securities                           53,162          52,341
                                               ------------    ------------
  Total Current Assets                              466,757         461,013

 Investments in Securities                          353,818         347,635
 Investments in Project Partnerships, Net         2,377,958       2,464,086
                                              -------------   -------------
    Total Assets                                $ 3,198,533     $ 3,272,734
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         68,580          67,059
 Payable to Other Series                                  0               0
                                              -------------   -------------
  Total Current Liabilities                          68,580          67,059
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        413,677         388,370
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at June 30, 1999 and March
31,1999 have been issued to the assignees
Assignees
 Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $1,000 stated
value per BAC, 37,228 at June 30, 1999
and March 31,1999, issued and outstanding         2,777,839       2,877,858
General Partners                                    (61,563)        (60,553)
                                              -------------   -------------
  Total Partners' Equity                          2,716,276       2,817,305
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 3,198,533     $ 3,272,734
                                              =============   =============


               See accompanying notes to financial statements.

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

TOTAL SERIES 2 - 6                             June 30,        March 31,
                                                 1999            1999
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $ 1,461,910     $ 1,216,792
 Receivables from Other Series                      170,818               0
 Investments in Securities                          270,263         271,341
                                               ------------    ------------
  Total Current Assets                            1,902,991       1,488,133

 Investments in Securities                        1,499,416       1,684,626
 Investments in Project Partnerships, Net         4,533,864       4,836,414
                                              -------------   -------------
    Total Assets                                $ 7,936,271     $ 8,009,173
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                        290,655         284,261
 Payable to Other Series                            170,818               0
                                              -------------   -------------
  Total Current Liabilities                         461,473         284,261
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                      1,682,588       1,584,680
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at June 30, 1999 and March
31, 1999 have been issued to the assignees
Assignees
 Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $1,000 stated
value per BAC, 37,228 at June 30, 1999 and
March 31, 19990, issued and outstanding           6,060,905       6,405,448
General Partners                                   (268,695)       (265,216)
                                              -------------   -------------
  Total Partners' Equity                          5,792,210       6,140,232
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 7,936,271     $ 8,009,173
                                              =============   =============



               See accompanying notes to financial statements.


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

                          STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED JUNE 30,
                                 (Unaudited)
SERIES 2                                        1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $     7,982   $     9,029
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                17,162        17,193
 General and Administrative:
  General Partner                                     1,797         1,851
  Other                                               1,716         1,533
 Amortization                                         1,212         1,345
                                               ------------  ------------
  Total Expenses                                     21,887        21,922
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (13,905)      (12,893)
Equity in Losses of Project Partnerships            (45,614)      (69,246)
                                               ------------  ------------
Net Loss                                        $   (59,519)  $   (82,139)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                          (58,924)      (81,318)
 General Partners                                      (595)         (821)
                                               ------------  ------------
                                                $   (59,519)  $   (82,139)
                                               ============  ============
Net Loss Per Beneficial
 Assignee Certificate                           $     (9.60)  $    (13.25)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              6,136         6,136
                                               ============  ============



               See accompanying notes to financial statements.


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

                          STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED JUNE 30,
                                 (Unaudited)
SERIES 3                                        1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $     6,994   $     7,505
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                15,870        15,911
 General and Administrative:
  General Partner                                     1,878         1,935
  Other                                               1,973         1,757
 Amortization                                           760         1,115
                                               ------------  ------------
  Total Expenses                                     20,481        20,718
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (13,487)      (13,213)
Equity in Losses of Project Partnerships            (38,464)      (49,607)
                                               ------------  ------------
Net Loss                                        $   (51,951)  $   (62,820)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                          (51,431)      (62,192)
 General Partners                                      (520)         (628)
                                               ------------  ------------
                                                $   (51,951)  $   (62,820)
                                               ============  ============
Net Loss Per Beneficial
 Assignee Certificate                           $     (9.43)  $    (11.40)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              5,456         5,456
                                               ============  ============



               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED JUNE 30,
                                 (Unaudited)
SERIES 4                                        1999             1998
                                                ----             ----
Revenues:
 Interest Income                                $     9,185    $     9,773
                                               ------------   ------------
Expenses:
 Asset Management Fee-General Partner                19,497         19,533
 General and Administrative:
  General Partner                                     2,368          2,440
  Other                                               2,180          1,981
 Amortization                                         1,932          2,264
                                               ------------   ------------
  Total Expenses                                     25,977         26,218
                                               ------------   ------------
Loss Before Equity in Losses of
 Project Partnerships                               (16,792)       (16,445)
Equity in Losses of Project Partnerships            (78,556)       (64,825)
                                               ------------   ------------
Net Loss                                        $   (95,348)   $   (81,270)
                                               ============   ============
Allocation of Net Loss:
 Assignees                                          (94,395)       (80,457)
 General Partners                                      (953)          (813)
                                               ------------   ------------
                                                $   (95,348)   $   (81,270)
                                               ============   ============
Net Loss Per Beneficial Assignee
Certificate                                     $    (13.65)   $    (11.64)
Number of Beneficial Assignee                  ============   ============
Certificates Outstanding                              6,915          6,915
                                               ============   ============



               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED JUNE 30,
                                 (Unaudited)
SERIES 5                                        1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $    11,791   $    12,625
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                24,115        24,166
 General and Administrative:
  General Partner                                     2,940         3,029
  Other                                               2,838         2,547
 Amortization                                         1,632         3,256
                                               ------------  ------------
  Total Expenses                                     31,525        32,998
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (19,734)      (20,373)
Equity in Losses of Project Partnerships            (20,441)     (116,221)
                                               ------------  ------------
Net Loss                                        $   (40,175)  $  (136,594)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                          (39,773)     (135,228)
 General Partners                                      (402)       (1,366)
                                               ------------  ------------
                                                $   (40,175)  $  (136,594)
                                               ============  ============
Net Loss Per Beneficial Assignee
Certificate                                     $     (4.62)  $    (15.69)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              8,616         8,616
                                               ============  ============



               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED JUNE 30,
                                 (Unaudited)
SERIES 6                                        1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $    11,275   $    12,166
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                26,704        26,780
 General and Administrative:
  General Partner                                     3,103         3,198
  Other                                               2,901         3,298
 Amortization                                         4,014         4,855
                                               ------------  ------------
  Total Expenses                                     36,722        38,131
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (25,447)      (25,965)
Equity in Losses of Project Partnerships            (75,582)     (183,112)
                                               ------------  ------------
Net Loss                                        $  (101,029)  $  (209,077)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                         (100,019)     (206,986)
 General Partners                                    (1,010)       (2,091)
                                               ------------  ------------
                                                $  (101,029)  $  (209,077)
                                               ============  ============
Net Loss Per Beneficial Assignee
Certificate                                     $     (9.90)  $    (20.48)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                             10,105        10,105
                                               ============  ============



               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED JUNE 30,
                                 (Unaudited)
TOTAL SERIES 2 - 6                              1999            1998
                                                ----            ----
Revenues:
 Interest Income                                $    47,227   $    51,098
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner               103,348       103,583
 General and Administrative:
  General Partner                                    12,086        12,453
  Other                                              11,608        11,116
 Amortization                                         9,550        12,835
                                               ------------  ------------
  Total Expenses                                    136,592       139,987
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (89,365)      (88,889)
Equity in Losses of Project Partnerships           (258,657)     (483,011)
                                               ------------  ------------
Net Loss                                        $  (348,022)  $  (571,900)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                         (344,543)     (566,182)
 General Partners                                    (3,479)       (5,718)
                                               ------------  ------------
                                                $  (348,022)  $  (571,900)
                                               ============  ============




               See accompanying notes to financial statements.

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

                       STATEMENTS OF PARTNERS' EQUITY

              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (Unaudited)


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


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

Net Loss                            (81,318)           (821)        (82,139)
                              -------------    ------------   -------------

Balance at June 30, 1998       $    668,634     $   (47,589)   $    621,045
                              =============    ============   =============


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

Net Loss                            (58,924)           (595)        (59,519)
                              -------------    ------------   -------------

Balance at June 30, 1999       $    471,936     $   (49,576)   $    422,360
                              =============    ============   =============


               See accompanying notes to financial statements.






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

                       STATEMENTS OF PARTNERS' EQUITY

              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (Unaudited)


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


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

Net Loss                            (62,192)           (628)        (62,820)
                              -------------    ------------   -------------

Balance at June 30, 1998       $    540,671     $   (42,837)   $    497,834
                              =============    ============   =============


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

Net Loss                            (51,431)           (520)        (51,951)
                              -------------    ------------   -------------

Balance at June 30, 1999       $    365,981     $   (44,602)   $    321,379
                              =============    ============   =============


               See accompanying notes to financial statements.






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

                       STATEMENTS OF PARTNERS' EQUITY

              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (Unaudited)


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


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

Net Loss                            (80,457)          (813)         (81,270)
                              -------------    ------------   -------------

Balance at June 30, 1998       $  1,230,699    $   (48,835)    $  1,181,864
                              =============    ============   =============


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

Net Loss                            (94,395)          (953)         (95,348)
                              -------------    ------------   -------------

Balance at June 30, 1999       $    871,577    $   (52,462)    $    819,115
                              =============    ============   =============


               See accompanying notes to financial statements.






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

                       STATEMENTS OF PARTNERS' EQUITY

              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (Unaudited)


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


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

Net Loss                           (135,228)        (1,366)        (136,594)
                              -------------    ------------   -------------

Balance at June 30, 1998       $  1,877,637    $   (57,421)    $  1,820,216
                              =============    ============   =============


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

Net Loss                            (39,773)          (402)         (40,175)
                              -------------    ------------   -------------

Balance at June 30, 1999       $  1,573,573    $   (60,493)    $  1,513,080
                              =============    ============   =============


               See accompanying notes to financial statements.






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

                       STATEMENTS OF PARTNERS' EQUITY

              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (Unaudited)


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


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

Net Loss                           (206,986)        (2,091)        (209,077)
                              -------------    ------------   -------------

Balance at June 30, 1998       $  3,365,183    $   (55,631)    $  3,309,552
                              =============    ============   =============


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

Net Loss                           (100,019)        (1,010)        (101,029)
                              -------------    ------------   -------------

Balance at June 30, 1999       $  2,777,839    $   (61,563)    $  2,716,276
                              =============    ============   =============


               See accompanying notes to financial statements.






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

                       STATEMENTS OF PARTNERS' EQUITY

              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (Unaudited)


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


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

Net Loss                           (566,182)        (5,718)        (571,900)
                              -------------    ------------   -------------

Balance at June 30, 1998       $  7,682,823    $  (252,312)    $  7,430,511
                              =============    ============   =============


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

Net Loss                           (344,543)        (3,479)        (348,022)
                              -------------    ------------   -------------

Balance at June 30, 1999       $  6,060,905    $  (268,695)    $  5,792,210
                              =============    ============   =============


               See accompanying notes to financial statements.






                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (Unaudited)

SERIES 2                                        1999            1998
--------                                        ----            ----
Cash Flows from Operating Activities:
 Net Loss                                     $   (59,519)     $   (82,139)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
   Amortization                                     1,212            1,345
   Accreted Interest Income on Investments
   in Securities                                   (5,815)          (6,231)
   Equity in Losses of Project
   Partnerships                                    45,614           69,246
   Interest Income from Redemption of
   Securities                                      20,241           16,834
   Changes in Operating Assets and
   Liabilities:
    Increase in Payable to Other Series           170,818                0
    Increase in Payable to General Partners        17,154           14,369
                                             ------------     ------------
      Net Cash Used in Operating Activities       189,705           13,424
                                             ------------     ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
 Partnerships                                       2,556            2,556
 Redemption of Investment in Securities            29,297           30,668
                                             ------------     ------------
      Net Cash Provided by Investing
      Activities                                   31,853           33,224
                                             ------------     ------------
Increase (Decrease) in Cash and Cash
Equivalents                                       221,558           46,648
Cash and Cash Equivalents at Beginning of
Year                                              169,513          160,851
                                             ------------     ------------
Cash and Cash Equivalents at End of Year      $   391,071      $   207,499
                                             ============     ============


               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (Unaudited)
SERIES 3                                         1999            1998
--------                                         ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $   (51,951)    $   (62,820)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
   Amortization                                        760           1,115
   Accreted Interest Income on Investments
   in Securities                                    (5,172)         (5,542)
   Equity in Losses of Project
   Partnerships                                     38,464          49,607
   Interest Income from Redemption of
   Securities                                       18,004          14,974
   Changes in Operating Assets and
   Liabilities:
     Increase in Receivable from
      Other Series                                 (44,415)              0
     Increase in Payable to General
     Partners                                       16,175          12,787
                                              ------------    ------------
     Net Cash Provided by (Used in)
     Operating Activities                          (28,135)         10,121
                                              ------------    ------------

Cash Flows from Investing Activities:
 Distributions Received from Project
 Partnerships                                        8,478          14,536
 Redemption of Investment in Securities             26,059          27,278
                                              ------------    ------------
     Net Cash Provided by (Used in)
     Investing Activities                           34,537          41,814
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
Equivalents                                          6,402          51,935
Cash and Cash Equivalents at Beginning of
Year                                               137,981         135,622
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $   144,383     $   187,557
                                              ============    ============


               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (Unaudited)
SERIES 4                                         1999            1998
--------                                         ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $   (95,348)    $   (81,270)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
    Amortization                                     1,932           2,264
    Accreted Interest Income on Investments
    in Securities                                   (6,553)         (7,021)
    Equity in Losses of Project
    Partnerships                                    78,556          64,825
    Interest Income from Redemption of
    Securities                                      22,808          18,970
    Changes in Operating Assets and
    Liabilities:
    Increase in Receivable from
     Other Series                                  (56,270)              0
    Increase in Payable to General
    Partners                                        19,675          15,738
                                              ------------    ------------
     Net Cash Provided by (Used in)
     Operating Activities                          (35,200)         13,506
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
 Partnerships                                        7,621           9,588
 Redemption of Investment in Securities             33,015          34,559
                                              ------------    ------------
     Net Cash Provided by (Used in)
     Investing Activities                           40,636          44,147
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
Equivalents                                          5,436          57,653
Cash and Cash Equivalents at Beginning of
Year                                               207,632         196,876
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $   213,068     $   254,529
                                              ============    ============


               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (Unaudited)
SERIES 5                                         1999            1998
--------                                         ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $   (40,175)    $  (136,594)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
    Amortization                                     1,632           3,256
    Accreted Interest Income on Investments
    in Securities                                   (8,167)         (8,751)
    Equity in Losses of Project
    Partnerships                                    20,441         116,221
    Interest Income from Redemption of
    Securities                                      28,428          23,644
    Changes in Operating Assets and
    Liabilities:
    Increase in Receivable from
    Other Series                                   (70,133)              0
    Increase in Payable to General
    Partners                                        24,470          19,931
                                              ------------    ------------
      Net Cash Provided by (Used in)
      Operating Activities                         (43,504)         17,707
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
 Partnerships                                        9,155           8,706
 Redemption of Investment in Securities             41,148          43,073
                                              ------------    ------------
      Net Cash Provided by (Used in)
      Investing Activities                          50,303          51,779
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
Equivalents                                          6,799          69,486
Cash and Cash Equivalents at Beginning of
Year                                               292,994         280,813
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $   299,793     $   350,299
                                              ============    ============


               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (Unaudited)
SERIES 6                                         1999            1998
--------                                         ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $  (101,029)    $  (209,077)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
    Amortization                                     4,014           4,855
    Accreted Interest Income on Investments
    in Securities                                   (7,004)         (7,257)
    Equity in Losses of Project
    Partnerships                                    75,582         183,112
    Interest Income from Redemption of
    Securities                                           0               0
    Changes in Operating Assets and
    Liabilities:
      Increase in Receivable from
      Other Series                                       0               0
      Increase in Payable to General
      Partners                                      26,828          22,527
                                              ------------    ------------
        Net Cash Provided by (Used in)
        Operating Activities                        (1,609)         (5,840)
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
 Partnerships                                        6,532           8,333
 Redemption of Investment in Securities                  0               0
                                              ------------    ------------
        Net Cash Provided by (Used in)
        Investing Activities                         6,532           8,333
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
Equivalents                                          4,923           2,493
Cash and Cash Equivalents at Beginning of
Year                                               408,672         406,255
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $   413,595     $   408,748
                                              ============    ============


               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (Unaudited)
TOTAL SERIES 2 - 6                               1999            1998
--------                                         ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $  (348,022)    $  (571,900)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
    Amortization                                     9,550          12,835
    Accreted Interest Income on Investments
    in Securities                                  (32,711)        (34,802)
    Equity in Losses of Project
    Partnerships                                   258,657         483,011
    Interest Income from Redemption of
    Securities                                      89,481          74,422
    Changes in Operating Assets and
    Liabilities:
    Increase in Receivable from Other
    Series                                        (170,818)              0
    Increase in Payable to Other Series            170,818               0
    Increase in Payable to General
    Partners                                       104,302          85,352
                                              ------------    ------------
      Net Cash Provided by (Used in)
      Operating Activities                          81,257          48,918
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
 Partnerships                                       34,342          43,719
 Redemption of Investment in Securities            129,519         135,578
                                              ------------    ------------
      Net Cash Provided by (Used in)
      Investing Activities                         163,861         179,297
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
Equivalents                                        245,118         228,215
Cash and Cash Equivalents at Beginning of
Year                                             1,216,792       1,180,417
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $ 1,461,910     $ 1,408,632
                                              ============    ============


               See accompanying notes to financial statements.

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

                        NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)
                                JUNE 30, 1999

NOTE 1 - ORGANIZATION:

  Gateway Tax Credit Fund II Ltd. ("Gateway"), a Florida Limited Partnership,
was  formed  September  12,  1989, under the  laws  of  Florida.   Operations
commenced  on September 14, 1990 for Series 2, September 28, 1990 for  Series
3,  February 1, 1991 for Series 4, July 1, 1991 for Series 5 and  January  1,
1992  for  Series  6.  Gateway has invested, as a limited partner,  in  other
limited partnerships ("Project Partnerships") each of which owns and operates
one  or  more apartment complexes expected to qualify for Low-Income  Housing
Tax  Credits.   Gateway will terminate on December 31, 2040,  or  sooner,  in
accordance with the terms of the Limited Partnership Agreement.  As  of  June
30,  1999,  Gateway  had received capital contributions of  $1,000  from  the
General   Partners  and  $37,228,000  from  Beneficial  Assignee  Certificate
investors  (the  "Assignees").   The fiscal year  of  Gateway  for  reporting
purposes ends on March 31.

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

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

   Gateway  offered BACs in five series.  BACs in the amounts of  $6,136,000,
$5,456,000, $6,915,000, $8,616,000 and $10,105,000 for Series 2, 3, 4, 5  and
6, respectively had been issued as of March 31, 1997.  Each Series is treated
as  a  separate  partnership, investing in a separate and  distinct  pool  of
Project  Partnerships.  Net proceeds from each Series  are  used  to  acquire
Project Partnerships which are specifically allocated to such Series.  Income
or  loss  and  all tax items from the Project Partnerships acquired  by  each
Series are specifically allocated among the Assignees of such Series.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

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

  Gateway accounts for its investments as the sole limited partner in Project
Partnerships ("Investments in Project Partnerships") using the equity  method
of  accounting,  because management believes that Gateway  does  not  have  a
majority control of the major operating and financial policies of the Project
Partnerships  in which it invests, and reports the equity in  losses  of  the
Project Partnerships on a 3-month lag in the Statements of Operations.  Under
the equity method, the Investments in Project Partnerships initially include:

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

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

      1)Increased for equity in income or decreased for equity in  losses  of
      the Project Partnerships,
      2)Decreased   for   cash  distributions  received  from   the   Project
      Partnerships, and
      3)Decreased for the amortization of the acquisition fees and expenses.

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

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

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

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

Cash and Cash Equivalents

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

Concentration of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

  Effective  April 1, 1995, Gateway adopted Statement of Financial Accounting
Standards  No.  115, Accounting for Certain Investments in  Debt  and  Equity
Securities ("FAS 115").  Under FAS 115, Gateway is required to categorize its
debt   securities   as   held-to-maturity,  available-for-sale   or   trading
securities,  dependent  upon  Gateway's intent  in  holding  the  securities.
Gateway's  intent  is to hold all of its debt securities  (U.  S.  Government
Security  Strips) until maturity and to use these reserves to fund  Gateway's
ongoing  operations.   Interest income is recognized ratably  on  the  U.  S.
Government Strips using the effective yield to maturity.

Offering and Commission Costs

  Offering  and commission costs were charged against Assignees' Equity  upon
the admission of Limited Partners.

Income Taxes

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

Reclassifications

  For  comparability, the 1998 and 1997 figures have been reclassified, where
appropriate,  to  conform with the financial statement presentation  used  in
1999.

Basis of Preparation

  The  unaudited financial statements presented herein have been prepared  in
accordance with the instructions to Form 10-Q and do not include all  of  the
information  and  note disclosures required by generally accepted  accounting
principles.   These  statements  should  be  read  in  conjunction  with  the
financial  statements and notes thereto included with the Partnership's  Form
10-K  for the year ended March 31, 1999.  In the opinion of management  these
financial statements include adjustments, consisting only of normal recurring
adjustments,  necessary  to  fairly  summarize  the  Partnership's  financial
position  and  results  of operations.  The results  of  operations  for  the
periods may not be indicative of the results to be expected for the year.

NOTE 3 - INVESTMENT IN SECURITIES:

   The  June  30,  1999  Balance  Sheet  includes  Investment  in  Securities
consisting  of U.S. Government Security Strips which represents  their  cost,
plus  accreted interest income of $134,607 for Series 2, $119,731 for  Series
3,  $151,688 for Series 4, $189,058 for Series 5 and $152,667 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                 $   328,413        $   308,242         $    20,171
Series 3                     292,022            274,175              17,847
Series 4                     370,108            347,352              22,756
Series 5                     461,150            432,929              28,221
Series 6                     430,861            406,980              23,881

  As  of June 30, 1999, the cost and accreted interest of debt securities  by
contractual maturities is as follows:

                                  Series 2       Series 3       Series 4
                                  --------       --------       --------
Due with 1 year                    $   49,108     $   43,680     $   55,338
After 1 year through 5 years          179,321        159,503        202,074
After 5 years through 10 years         79,813         70,992         89,940
                                   ----------     ----------     ----------
  Total Amount Carried on
Balance Sheet                      $  308,242     $  274,175     $  347,352
                                   ==========     ==========     ==========

                                  Series 5       Series 6        Total
                                  --------       --------       --------
Due with 1 year                    $   68,975     $   53,162     $  269,263
After 1 year through 5 years          251,857        207,244        999,999
After 5 years through 10 years        112,097        146,574        499,416
                                   ----------     ----------     ----------
  Total Amount Carried on
Balance Sheet                      $  432,929     $  406,980     $1,768,678
                                   ==========     ==========     ==========

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  three  months  June 30, 1999 and 1998 the  General  Partners  and
affiliates  are  entitled  to compensation and reimbursement  for  costs  and
expenses incurred by Gateway as follows:

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

                            1999            1998
                            ----          ------
 Series 2              $  17,162       $  17,193
 Series 3                 15,870          15,911
 Series 4                 19,497          19,533
 Series 5                 24,115          24,166
 Series 6                 26,704          26,780
                       ---------       ---------
 Total                 $ 103,348       $ 103,583
                       =========       =========

  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              $   1,797        $  1,851
 Series 3                  1,878           1,935
 Series 4                  2,368           2,440
 Series 5                  2,940           3,029
 Series 6                  3,103           3,198
                       ---------        --------
 Total                 $  12,086        $ 12,453
                       =========        ========


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As  of  June 30, 1999, the Partnership had acquired a 99% interest in  the
profits,  losses  and  tax  credits  as a  limited  partner  in  148  Project
Partnerships for the Series which own and operate government assisted  multi-
family housing complexes(Series 2 - 22, Series 3 - 23, Series 4 - 29, Series 5
- 36 and Series 6 - 38).
   Cash  flows  from  operations are allocated according to each  partnership
agreement.  Upon dissolution proceeds will be distributed according  to  each
partnership agreement.

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

SERIES 2                                        JUNE 30,       MARCH 31,
                                                  1999            1999
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  4,524,678    $  4,524,678

Cumulative equity in losses of Project
Partnerships (1)                                 (4,483,296)     (4,437,682)

Cumulative distributions received from
Project Partnerships                                (72,210)        (69,654)
                                               ------------   -------------

Investment in Project Partnerships before
Adjustment                                          (30,828)         17,342

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      390,838         390,838
 Accumulated amortization of acquisition
fees and expenses                                   (77,813)        (76,601)
                                                -----------    ------------

Investments in Project Partnerships            $    282,197    $    331,579
                                               ============    ============

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $1,353,062  for  the period ended June 30, 1999 and cumulative  suspended
losses of $1,142,213 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 3                                        JUNE 30,       MARCH 31,
                                                  1999            1999
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  3,888,713    $  3,888,713

Cumulative equity in losses of Project
Partnerships (1)                                 (3,966,065)     (3,927,601)

Cumulative distributions received from
Project Partnerships                               (164,344)       (155,866)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                         (241,696)       (194,754)

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      491,746         491,746
 Accumulated amortization of acquisition
fees and expenses                                   (78,932)        (78,172)
                                                -----------    ------------

Investments in Project Partnerships            $    171,118    $    218,820
                                               ============    ============


  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $1,713,164  for  the period ended June 30, 1999 and cumulative  suspended
losses of $1,581,681 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 4                                        JUNE 30,       MARCH 31,
                                                  1999            1999
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  4,952,519    $  4,952,519

Cumulative equity in losses of Project
Partnerships (1)                                 (4,712,742)     (4,634,186)

Cumulative distributions received from
Project Partnerships                               (108,611)       (100,990)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                          131,166         217,343

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      562,966         562,967
 Accumulated amortization of acquisition
fees and expenses                                  (105,894)       (103,962)
                                                -----------    ------------

Investments in Project Partnerships            $    588,238    $    676,348
                                               ============    ============


  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $1,131,877  for  the period ended June 30, 1999 and cumulative  suspended
losses of $1,002,895 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 5                                        JUNE 30,       MARCH 31,
                                                  1999            1999
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  6,164,472    $  6,164,472

Cumulative equity in losses of Project
Partnerships (1)                                 (5,427,840)     (5,407,399)

Cumulative distributions received from
Project Partnerships                               (155,870)       (146,715)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                          580,762         610,358

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      650,837         650,837
 Accumulated amortization of acquisition
fees and expenses                                  (117,246)       (115,614)
                                               ------------    ------------

Investments in Project Partnerships            $  1,114,353    $  1,145,581
                                               ============    ============


  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $1,164,175  for  the period ended June 30, 1999 and cumulative  suspended
losses of $929,309 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 6                                        JUNE 30,       MARCH 31,
                                                  1999            1999
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  7,462,215    $  7,462,215

Cumulative equity in losses of Project
Partnerships (1)                                 (5,571,806)     (5,496,224)

Cumulative distributions received from
Project Partnerships                               (152,188)       (145,656)
                                               ------------   -------------
Investment in Project Partnerships before
Adjustment                                        1,738,221       1,820,335

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      785,179         785,179
 Accumulated amortization of acquisition
fees and expenses                                  (145,442)       (141,428)
                                               ------------    ------------

Investments in Project Partnerships            $  2,377,958    $  2,464,086
                                               ============    ============


  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $700,289  for  the  period ended June 30, 1999 and  cumulative  suspended
losses of $598,829 for the year ended March 31, 1999 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

TOTAL SERIES 2 - 6                              JUNE 30,       MARCH 31,
                                                  1999            1999
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $ 26,992,597    $ 26,992,597

Cumulative equity in losses of Project
Partnerships (1)                                (24,161,749)    (23,903,092)

Cumulative distributions received from
Project Partnerships                               (653,223)       (618,881)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                        2,177,625       2,470,624

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                    2,881,566       2,881,567
 Accumulated amortization of acquisition
fees and expenses                                  (525,327)       (515,777)
                                                -----------    ------------

Investments in Project Partnerships            $  4,533,864    $  4,836,414
                                               ============    ============

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
March 31, of each year:
                                                    MARCH 31,,
                                               1999            1998
SERIES 2                                       ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                              $ 1,763,428     $ 1,697,340
  Investment properties, net                   20,551,425      21,437,691
  Other assets                                     15,740          15,595
                                              -----------     -----------
    Total assets                              $22,330,593     $23,150,626
                                              ===========     ===========
Liabilities and Partners' Equity:
  Current liabilities                             501,446         452,263
  Long-term debt                               23,165,507      23,216,826
                                              -----------     -----------
    Total liabilities                          23,666,953      23,669,089
                                              -----------     -----------
Partners' equity
  Limited Partner                              (1,361,567)       (570,269)
  General Partners                                 25,207          51,806
                                              -----------     -----------
    Total Partners' equity                     (1,336,360)       (518,463)
                                              -----------     -----------
    Total liabilities and partners'
equity                                        $22,330,593     $23,150,626
                                              ===========     ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                       $   704,648     $   674,916
Expenses:
  Operating expenses                              495,055         418,495
  Interest expense                                239,187         207,000
  Depreciation and amortization                   229,460         233,898
                                              -----------     -----------
    Total expenses                                963,702         859,393

      Net loss                                   (259,054)       (184,477)
                                              ===========     ===========
Other partners' share of net loss                  (2,591)         (1,845)

Partnerships' share of net loss                  (256,463)       (182,632)
Suspended losses                                  210,849         113,386
                                              -----------     -----------
Equity in Losses of Project Partnerships      $  (45,614)     $  (69,246)
                                              ===========     ===========


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
March 31, of each year:
                                                    MARCH 31,,
                                                1999            1998
SERIES 3                                        ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 2,198,970    $ 2,126,149
  Investment properties, net                    17,834,880     18,667,551
  Other assets                                     216,095        224,455
                                               -----------    -----------
    Total assets                               $20,249,945    $21,018,155
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                              499,172        430,047
  Long-term debt                                21,712,606     21,786,186
                                               -----------    -----------
    Total liabilities                           22,211,778     22,216,233
                                               -----------    -----------
Partners' equity
  Limited Partner                               (2,222,181)    (1,502,919)
  General Partners                                 260,348        304,841
                                               -----------    -----------
    Total Partners' equity                      (1,961,833)    (1,198,078)
                                               -----------    -----------
    Total liabilities and partners'
equity                                         $20,249,945    $21,018,155
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $   608,864    $   634,021
Expenses:
  Operating expenses                               369,595        394,834
  Interest expense                                 181,793        150,037
  Depreciation and amortization                    229,140        228,291
                                               -----------    -----------
    Total expenses                                 780,528        773,162

      Net loss                                    (171,664)      (139,141)
                                               ===========    ===========
Other partners' share of net loss                   (1,717)        (1,391)

Partnerships' share of net loss                   (169,947)      (137,750)
Suspended losses                                   131,483         88,143
                                               -----------    -----------
Equity in Losses of Project Partnerships        $  (38,464)    $  (49,607)
                                               ===========    ===========


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
March 31, of each year:
                                                    MARCH 31,,
                                                1999            1998
SERIES 4                                        ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 2,331,677    $ 2,095,030
  Investment properties, net                    24,043,020     25,028,888
  Other assets                                      21,916         44,390
                                               -----------    -----------
    Total assets                               $26,396,613    $27,168,308
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                              682,879        558,948
  Long-term debt                                26,489,140     26,565,661
                                               -----------    -----------
    Total liabilities                           27,172,019     27,124,609
                                               -----------    -----------
Partners' equity
  Limited Partner                                 (967,012)      (179,134)
  General Partners                                 191,606        222,833
                                               -----------    -----------
    Total Partners' equity                        (775,406)        43,699
                                               -----------    -----------
    Total liabilities and partners'
equity                                         $26,396,613    $27,168,308
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $   806,616    $   795,441
Expenses:
  Operating expenses                               429,834        453,909
  Interest expense                                 332,606        230,165
  Depreciation and amortization                    253,810        265,155
                                               -----------    -----------
    Total expenses                               1,016,250        949,229

      Net loss                                    (209,634)      (153,788)
                                               ===========    ===========
Other partners' share of net loss                   (2,096)        (1,538)

Partnerships' share of net loss                   (207,538)      (152,250)
Suspended losses                                   128,982         87,425
                                               -----------    -----------
Equity in Losses of Project Partnerships        $  (78,556)    $  (64,825)
                                               ===========    ===========


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
March 31, of each year:
                                                    MARCH 31,,
                                                1999            1998
SERIES 5                                        ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 2,846,257    $ 2,732,243
  Investment properties, net                    30,120,120     31,346,991
  Other assets                                       7,499         36,275
                                               -----------    -----------
    Total assets                               $32,973,876    $34,115,509
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                              818,028        756,950
  Long-term debt                                32,737,670     32,829,165
                                               -----------    -----------
    Total liabilities                           33,555,698     33,586,115
                                               -----------    -----------
Partners' equity
  Limited Partner                                 (472,278)        599,983
  General Partners                                (109,544)       (70,589)
                                               -----------    -----------
    Total Partners' equity                        (581,822)        529,394
                                               -----------    -----------
    Total liabilities and partners'
equity                                         $32,973,876    $34,115,509
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $   901,356    $   902,914
Expenses:
  Operating expenses                               612,614        551,516
  Interest expense                                 218,343        208,096
  Depreciation and amortization                    328,285        333,352
                                               -----------    -----------
    Total expenses                               1,159,242      1,092,964

      Net loss                                    (257,886)      (190,050)
                                               ===========    ===========
Other partners' share of net loss                   (2,579)        (1,901)

Partnerships' share of net loss                   (255,307)      (188,149)
Suspended losses                                   234,866         71,928
                                               -----------    -----------
Equity in Losses of Project Partnerships        $  (20,441)    $ (116,221)
                                               ===========    ===========


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
March 31, of each year:
                                                    MARCH 31,,
                                                1999            1998
SERIES 6                                        ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 3,160,853    $ 2,988,191
  Investment properties, net                    34,052,870     35,362,364
  Other assets                                      31,775         37,353
                                               -----------    -----------
    Total assets                               $37,245,498    $38,387,908
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                              791,217        785,945
  Long-term debt                                35,588,981     35,743,123
                                               -----------    -----------
    Total liabilities                           36,380,198     36,529,068
                                               -----------    -----------
Partners' equity
  Limited Partner                                1,071,248      2,024,016
  General Partners                                (205,948)      (165,176)
                                               -----------    -----------
    Total Partners' equity                         865,300      1,858,840
                                               -----------    -----------
    Total liabilities and partners'            $37,245,498    $38,387,908
equity                                         ===========    ===========

SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $ 1,011,534    $   966,931
Expenses:
  Operating expenses                               588,704        580,494
  Interest expense                                 247,932        259,487
  Depreciation and amortization                    353,728        368,093
                                               -----------    -----------
    Total expenses                               1,190,364      1,208,074

      Net loss                                    (178,830)      (241,143)
                                               ===========    ===========
Other partners' share of net loss                   (1,788)        (2,411)

Partnerships' share of net loss                   (177,042)      (238,732)
Suspended losses                                   101,460         55,620
                                               -----------    -----------
Equity in Losses of Project Partnerships        $  (75,582)    $ (183,112)
                                               ===========    ===========


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
March 31, of each year:
                                                  MARCH 31,,
                                            1999               1998
TOTAL SERIES 2- 6                           ----               ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                            $ 12,301,185     $ 11,638,953
  Investment properties, net                 126,602,315      131,843,485
  Other assets                                   293,025          358,068
                                             -----------      -----------
    Total assets                            $139,196,525     $143,840,506
                                             ===========      ===========
Liabilities and Partners' Equity:
  Current liabilities                          3,292,742        2,984,153
  Long-term debt                             139,693,904      140,140,961
                                             -----------      -----------
    Total liabilities                        142,986,646      143,125,114
                                             -----------      -----------
Partners' equity
  Limited Partner                             (3,951,790)         371,677
  General Partners                               161,669          343,715
                                             -----------      -----------
    Total Partners' equity                   (3,790,121)          715,392
                                             -----------      -----------
    Total liabilities and partners'
equity                                      $139,196,525     $143,840,506
                                             ===========      ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                      $ 4,033,018      $ 3,974,223
Expenses:
  Operating expenses                           2,495,802        2,399,248
  Interest expense                             1,219,861        1,054,785
  Depreciation and amortization                1,394,423        1,428,789
                                             -----------      -----------
    Total expenses                             5,110,086        4,882,822

      Net loss                                (1,077,068)        (908,599)
                                             ===========      ===========
Other partners' share of net loss                (10,771)          (9,086)

Partnerships' share of net loss               (1,066,297)        (899,513)
Suspended losses                                 807,640          416,502
                                             -----------      -----------
Equity in Losses of Project
Partnerships                                 $  (258,657)     $  (483,011)
                                             ===========      ===========


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 three  months  ended
June  30, 1999 and June 30, 1998.  The General and Administrative expenses  -
General Partner and General and Administrative expenses - Other for the three
months ended June 30, 1999 are comparable for the same period ended June  30,
1998.   There  were  no unusual variations in the operating  results  between
these two periods.

  The  capital  resources  of  each  Series  are  used  to  pay  General  and
Administrative   operating   costs  including   personnel,   supplies,   data
processing,   travel   and   legal  and  accounting   associated   with   the
administration  and monitoring of Gateway and the Project Partnerships.   The
capital  resources  are  also used to pay the Asset Management  Fee  due  the
Managing  General  Partner, but only to the extent that  Gateway's  remaining
resources  are sufficient to fund Gateway's ongoing needs.  (Payment  of  any
Asset  Management Fee unpaid at the time Gateway sells its interests  in  the
Project Partnerships is subordinated to the return of the investors' original
capital contributions).

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

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

  Series 2 - Gateway closed this series on September 14, 1990 after receiving
$6,136,000 from 375 Assignees.  Equity in Losses of Project Partnerships  for
the  three  months ended June 30, 1999 decreased from $69,246 for  the  three
months ended June 30, 1998 to $45,614 as a result of not including losses  of
$210,849  in  1999  as compared to $113,386 in 1998, as  these  losses  would
reduce the investment in certain Project Partnerships below zero. In general,
it  is  common in the real estate industry to experience losses for financial
and  tax  reporting purposes because of the non-cash expenses of depreciation
and  amortization. As a result, management expects that this Series, as  well
as those described below, will report its equity in Project Partnerships as a
loss  for tax and financial reporting purposes.  Overall, management believes
the  Project  Partnerships are operating as expected and are  generating  tax
credits which meet projections.

  At  June 30, 1999, the Series had $391,071 of short-term investments  (Cash
and  Cash Equivalents).  It also had $308,242 in Zero Coupon Treasuries  with
annual maturities providing $51,800 in fiscal year 2001 increasing to $66,285
in fiscal year 2007.  Management believes the sources of funds are 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
$59,519  for the three months ended June 30, 1999.  However, after  adjusting
for  Equity  in Losses of Project Partnerships of $45,614 and the changes  in
operating  assets  and  liabilities, net  cash  provided  by  activities  was
$189,705,  primarily  due to the maturity of the Zero  Coupon  Treasuries,  a
portion  of which is payable to the other Series.  Cash provided by investing
activities  totaled $31,853, consisting of $2,556 in cash distributions  from
the  Project  Partnerships and $29,297 from matured Zero  Coupon  Treasuries.
There were no unusual events or trends to describe.

  Series  3 - Gateway closed this series on December 13, 1990 after receiving
$5,456,000 from 398 Assignees.  Equity in Losses of Project Partnerships  for
the  three  months ended June 30, 1999 decreased from $49,607 for  the  three
months ended June 30, 1998 to $38,464 as a result of not including losses  of
$131,483 in 1999 as compared to $88,143 in 1998, as these losses would reduce
the investment in certain Project Partnerships below zero.

At June 30, 1998, the Series had $144,383 of short-term investments (Cash and
Cash  Equivalents).   It  also had $274,175 in Zero  Coupon  Treasuries  with
annual maturities providing $46,075 in fiscal year 2001 increasing to $58,940
in fiscal year 2007.  Management believes the sources of funds are sufficient
to  meet current and ongoing operating costs for the foreseeable future,  and
to pay part of the Asset Management Fee.

  As  disclosed on the statement of cash flows, the Series had a net loss  of
$51,951  for the three months ended June 30, 1999.  However, after  adjusting
for  Equity  in Losses of Project Partnerships of $38,464 and the changes  in
operating  assets and liabilities, net cash used in operating activities  was
$28,135,  primarily due to the Receivable from Other Series for the  maturity
of  Zero  Coupon  Treasuries.  Cash provided by investing activities  totaled
$34,537,  consisting  of  $8,478  in  cash  distributions  from  the  Project
Partnerships and $26,059 from matured Zero Coupon Treasuries. There  were  no
unusual events or trends to describe.

  Series  4  -  Gateway  closed this series on May 31, 1991  after  receiving
$6,915,000 from 465 Assignees.  Equity in Losses of Project Partnerships  for
the  three  months ended June 30, 1999 increased from $64,825 for  the  three
months ended June 30, 1998 to $78,556.

  At  June 30, 1999, the Series had $213,068 of short-term investments  (Cash
and  Cash Equivalents).  It also had $347,352 in Zero Coupon Treasuries  with
annual maturities providing $58,372 in fiscal year 2001 increasing to $74,700
in fiscal year 2007.  Management believes the sources of funds are sufficient
to  meet current and ongoing operating costs for the foreseeable future,  and
to pay part of the Asset Management Fee.
  As  disclosed on the statement of cash flows, the Series had a net loss  of
$95,348  for the three months ended June 30, 1999.  However, after  adjusting
for  Equity  in Losses of Project Partnerships of $78,556 and the changes  in
operating  assets and liabilities, net cash used in operating activities  was
$35,200,  primarily due to the Receivable from Other Series for the  maturity
of  Zero  Coupon  Treasuries.  Cash provided by investing activities  totaled
$40,636,  consisting  of  $7,621  in  cash  distributions  from  the  Project
Partnerships and $33,015 from matured Zero Coupon Treasuries. There  were  no
unusual events or trends to describe.

  Series  5  - Gateway closed this series on October 11, 1991 after receiving
$8,616,000 from 535 Assignees.  Equity in Losses of Project Partnerships  for
the  three  months ended June 30, 1999 decreased from $116,221 for the  three
months ended June 30, 1998 to $20,441 as a result of not including losses  of
$234,866 in 1999 as compared to $71,928 in 1998, as these losses would reduce
the investment in certain Project Partnerships below zero.

  At  June 30, 1999, the Series had $299,793 of short-term investments  (Cash
and  Cash Equivalents).  It also had $432,930 in Zero Coupon Treasuries  with
annual maturities providing $72,753 in fiscal year 2001 increasing to $93,075
in fiscal year 2007.  Management believes the sources of funds are sufficient
to  meet current and ongoing operating costs for the foreseeable future,  and
to pay part of the Asset Management Fee.

    As disclosed on the statement of cash flows, the Series had a net loss of
$40,175  for the three months ended June 30, 1999.  However, after  adjusting
for  Equity  in Losses of Project Partnerships of $20,441 and the changes  in
operating  assets and liabilities, net cash used in operating activities  was
$43,504,  primarily due to the Receivable from Other Series for the  maturity
of  Zero  Coupon  Treasuries.  Cash provided by investing activities  totaled
$50,303,  consisting  of  $9,156  in  cash  distributions  from  the  Project
Partnerships and $41,148 from matured Zero Coupon Treasuries. There  were  no
unusual events or trends to describe.

  Series  6  -  Gateway closed this series on March 11, 1992 after  receiving
$10,105,000 from 625 Assignees.  Equity in Losses of Project Partnerships for
the  three  months ended June 30, 1999 decreased from $183,112 for the  three
months ended June 30, 1998 to $75,582 as a result of not including losses  of
$101,460 in 1999 as compared to $55,620 in 1998, as these losses would reduce
the investment in certain Project Partnerships below zero.

  At  June 30, 1999, the Series had $413,595 of short-term investments  (Cash
and  Cash Equivalents).  It also had $406,980 in Zero Coupon Treasuries  with
annual maturities providing $55,000 in fiscal year 2001 increasing to $83,000
in fiscal year 2007.  Management believes the sources of funds are sufficient
to  meet current and ongoing operating costs for the foreseeable future,  and
to pay part of the Asset Management Fee.

    As disclosed on the statement of cash flows, the Series had a net loss of
$101,029  for the three months ended June 30, 1999.  However, after adjusting
for  Equity  in Losses of Project Partnerships of $75,582 and the changes  in
operating  assets and liabilities, net cash used in operating activities  was
$1,609,  primarily  due to the increase in payable to the  General  Partners.
Cash  provided  by  investing activities totaled $6,532, consisting  of  cash
distributions from the Project Partnerships.  There were no unusual events or
trends to describe.


                           SIGNATURES


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


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






Date: August 13, 1999      By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date: August 13, 1999      By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer