UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                       WASHINGTON, DC  20549

                                             FORM 10-Q

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

For The Quarterly Period Ended                  September 30, 1996 

Commission File Number              0-19022                       

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

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


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

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

                                YES     X                   NO          

                                                            Number of Units
      Title of Each Class                                 September 30, 1996
Beneficial Assignee Certificates:   
$1,000 per certificate                               37,228

                                DOCUMENTS INCORPORATED BY REFERENCE

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

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

                                          BALANCE SHEETS
                                               SEPTEMBER 30,       MARCH 31,
                                                   1996              1996   
                                                 -----------     -----------
SERIES 2                                         (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  143,039       $  135,519
   Investments in Securities                         44,210           43,655
                                                 -----------      ----------
     Total Current Assets                           187,249          179,174

   Investments in Securities                        333,713          363,740
   Investments in Project
          Partnerships, Net                       1,106,079        1,350,923
                                                 -----------      ----------
       Total Assets                              $1,627,041       $1,893,837
                                                 ===========      ==========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   43,331       $   44,607

Long-Term Liabilities:
   Payable to General Partners                      227,945          225,720

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 6,136
    at September 30, 1996 and March 31, 1996
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 6,136 at
    September 30, 1996 and March 31, 1996,
    issued and outstanding                        1,396,007       1,661,075 
General Partners                                    (40,242)        (37,565)
                                                 -----------      ----------
     Total Partners' Equity                       1,355,765       1,623,510 
                                                 -----------      ----------
       Total Liabilities and
          Partners Equity                        $1,627,041      $1,893,837 
                                                 ===========      ==========
                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                          BALANCE SHEETS
                                               SEPTEMBER 30,       MARCH 31,
                                                    1996             1996   
                                                 -----------      ----------
SERIES 3                                         (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  107,298       $   97,988
   Investments in Securities                         39,324           38,831
                                                 -----------      ----------
     Total Current Assets                           146,622          136,819

   Investments in Securities                        296,830          323,539
   Investments in Project
          Partnerships, Net                         686,967          901,663
                                                 -----------      ----------
       Total Assets                              $1,130,419       $1,362,021
                                                 ===========      ==========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   47,498       $   48,855

Long-Term Liabilities:
   Payable to General Partners                      182,353          189,722

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 5,456
    at September 30, 1996 and March 31, 1996
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 5,456 at
    September 30, 1996 and March 31, 1996,
    issued and outstanding                          939,378       1,160,025 
General Partners                                    (38,810)        (36,581)
                                                  ----------      ----------
     Total Partners' Equity                         900,568       1,123,444 
                                                 -----------      ----------
       Total Liabilities and
          Partners Equity                        $1,130,419      $1,362,021 
                                                 ===========      ==========
                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                          BALANCE SHEETS
                                               SEPTEMBER 30,       MARCH 31,
                                                    1996             1996   
                                                 -----------      ----------
SERIES 4                                         (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  185,035       $  178,506
   Investments in Securities                         49,819           49,195
                                                 -----------      ----------
     Total Current Assets                           234,854          227,701

   Investments in Securities                        376,055          409,891
   Investments in Project
          Partnerships, Net                       1,754,955        2,073,510
                                                 -----------      ----------
       Total Assets                              $2,365,864       $2,711,102
                                                 ===========      ==========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   52,316       $   53,905

Long-Term Liabilities:
   Payable to General Partners                      209,343          212,638

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 6,915
    at September 30, 1996 and March 31, 1996
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 6,915 at
    September 30, 1996 and March 31, 1996,
    issued and outstanding                        2,143,817       2,480,767 
General Partners                                    (39,612)        (36,208)
                                                 -----------      ----------
     Total Partners' Equity                       2,104,205       2,444,559 
                                                 -----------      ----------
       Total Liabilities and
          Partners Equity                        $2,365,864      $2,711,102 
                                                 ===========      ==========
                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                          BALANCE SHEETS
                                               SEPTEMBER 30,       MARCH 31,
                                                    1996             1996   
                                                 -----------      ----------
SERIES 5                                         (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  253,333       $  257,549
   Investments in Securities                         62,093           61,314
                                                 -----------      ----------
     Total Current Assets                           315,426          318,863

   Investments in Securities                        468,703          510,876
   Investments in Project
          Partnerships, Net                       2,789,102        3,211,868
                                                 -----------      ----------
       Total Assets                              $3,573,231       $4,041,607
                                                 ===========      ==========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   70,251       $   72,085

Long-Term Liabilities:
   Payable to General Partners                      191,267          201,848

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 8,616
    at September 30, 1996 and March 31, 1996
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 8,616 at
    September 30, 1996 and March 31, 1996,
    issued and outstanding                        3,354,219       3,805,620 
General Partners                                    (42,506)        (37,946)
                                                 -----------      ----------
     Total Partners' Equity                       3,311,713       3,767,674 
                                                 -----------      ----------
       Total Liabilities and
          Partners Equity                        $3,573,231      $4,041,607 
                                                 ===========      ==========
                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                          BALANCE SHEETS
                                               SEPTEMBER 30,       MARCH 31,
                                                    1996             1996   
                                                 -----------      ----------
SERIES 6                                         (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  340,857       $  388,991
   Investments in Securities                         44,245           43,120
                                                 -----------      ----------
     Total Current Assets                           385,102          432,111

   Investments in Securities                        424,955          410,950
   Investments in Project
          Partnerships, Net                       4,372,633        4,769,625
                                                 -----------      ----------
       Total Assets                              $5,182,730       $5,612,686
                                                 ===========      ==========


LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   65,696       $   67,831

Long-Term Liabilities:
   Payable to General Partners                      241,891          240,262

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 10,105
    at September 30, 1996 and March 31, 1996
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 10,105 at
    September 30, 1996 and March 31, 1996,
    issued and outstanding                        4,915,119       5,340,274 
General Partners                                    (39,976)        (35,681)
                                                 -----------      ----------
     Total Partners' Equity                       4,875,143       5,304,593 
                                                 -----------      ----------
       Total Liabilities and
          Partners Equity                        $5,182,730      $5,612,686 
                                                 ===========      ==========
                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                          BALANCE SHEETS
                                               SEPTEMBER 30,       MARCH 31,
                                                    1996             1996   
                                                 -----------      ----------
TOTAL SERIES 2 - 6                               (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $1,029,562       $1,058,553
   Investments in Securities                        239,691          236,115
                                                 -----------      ----------
     Total Current Assets                         1,269,253        1,294,668

   Investments in Securities                      1,900,296        2,018,996
   Investments in Project
          Partnerships, Net                      10,709,736       12,307,589
                                                 -----------      ----------
       Total Assets                             $13,879,285      $15,621,253
                                                 ===========      ==========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $  279,092       $  287,283

Long-Term Liabilities:
   Payable to General Partners                    1,052,799        1,070,190

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at September 30, 1996 and March 31, 1996
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 37,228 at
    September 30, 1996 and March 31, 1996,
    issued and outstanding                       12,748,540      14,447,761 
General Partners                                   (201,146)       (183,981)
                                                 -----------     -----------
     Total Partners' Equity                      12,547,394      14,263,780 
                                                 -----------      ----------
       Total Liabilities and
          Partners Equity                       $13,879,285     $15,621,253 
                                                 ===========      ==========
                          See accompanying notes to financial statements.
<PAGE>
                                  GATEWAY TAX CREDIT FUND II LTD.
                                  (A Florida Limited Partnership)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                     1996            1995   
SERIES 2                                         -----------      ----------
Revenues:
   Interest Income                               $    9,144      $    9,139 
                                                 -----------      ----------
Expenses:
   Asset Management Fee-
     General Partner                                 17,250          17,256 
   General and Administrative-
     General Partner                                  1,676             984 
   General and Administrative-
     Other                                            7,158           3,246 
   Amortization                                       1,203           1,321 
                                                 -----------      ----------
     Total Expenses                                  27,287          22,807 

Loss Before Equity in Losses of
 Project Partnerships                               (18,143)        (13,668)
Equity in Losses of Project
 Partnerships                                      (116,078)       (145,518)
                                                 -----------      ----------
Net Loss                                         $ (134,221)     $ (159,186)
                                                 ===========      ==========
Allocation of Net Loss:
   Assignees                                     $ (132,879)     $ (157,594)
   General Partners                                  (1,342)         (1,592)
                                                 -----------      ----------
                                                 $ (134,221)     $ (159,186)
                                                 ===========      ==========
Net Loss Per Beneficial
 Assignee Certificate                           $    (21.66)    $    (25.68)
   
Number of Beneficial Assignee
 Certificates Outstanding                             6,136           6,136 


                          See accompanying notes to financial statements.

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

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                      1996            1995  
SERIES 3                                         -----------      ----------
Revenues:
   Interest Income                               $    8,024      $    7,752 
                                                 -----------     ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 15,982          16,010 
   General and Administrative-
     General Partner                                  1,751           1,016 
   General and Administrative-
     Other                                           10,281           3,158 
   Amortization                                         319           1,991 
                                                 -----------      ----------
     Total Expenses                                  28,333          22,175 
                                                 -----------      ----------
Loss Before Equity in Losses of
 Project Partnerships                               (20,309)        (14,423)
Equity in Losses of Project
 Partnerships                                      (120,574)       (118,631)
                                                 -----------      ----------
Net Loss                                          $(140,883)     $ (133,054)
                                                 ===========      ==========
Allocation of Net Loss:
   Assignees                                      $(139,474)     $ (131,723)
   General Partners                                  (1,409)         (1,331)
                                                 -----------      ----------
                                                  $(140,883)     $ (133,054)
                                                 ===========      ==========
Net Loss Per Beneficial
 Assignee Certificate                           $    (25.56)    $    (24.14)
   
Number of Beneficial Assignee
 Certificates Outstanding                             5,456           5,456 


                          See accompanying notes to financial statements.

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

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                      1996            1995  
SERIES 4                                         -----------      ----------
Revenues:
   Interest Income                               $   10,625      $   10,483 
                                                 -----------      ----------
Expenses:
   Asset Management Fee-
     General Partner                                 19,596          19,642 
   General and Administrative-
     General Partner                                  2,209           1,297 
   General and Administrative-
     Other                                            7,384           3,676 
   Amortization                                         847           1,197 
                                                 -----------      ----------
     Total Expenses                                  30,036          25,812 
                                                 -----------      ----------
Loss Before Equity in Losses of
 Project Partnerships                               (19,411)        (15,329)
Equity in Losses of Project
 Partnerships                                      (155,597)       (171,525)
                                                 -----------      ----------
Net Loss                                         $ (175,008)     $ (186,854)
                                                 ===========      ==========
Allocation of Net Loss:
   Assignees                                     $ (173,258)     $ (184,985)
   General Partners                                  (1,750)         (1,869)
                                                 -----------      ----------
                                                 $ (175,008)     $ (186,854)
                                                 ===========      ==========
Net Loss Per Beneficial
 Assignee Certificate                           $    (25.06)    $    (26.75)
   
Number of Beneficial Assignee
 Certificates Outstanding                             6,915           6,915 


                          See accompanying notes to financial statements.

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

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                      1996            1995  
SERIES 5                                         -----------      ----------
Revenues:
   Interest Income                               $   13,576      $   13,506 
                                                 -----------      ----------
Expenses:
   Asset Management Fee-
     General Partner                                 24,253          24,290 
   General and Administrative-
     General Partner                                  2,742           1,609 
   General and Administrative-
     Other                                            9,406           4,596 
   Amortization                                       3,116           3,082 
                                                 -----------      ----------
     Total Expenses                                  39,517          33,577 
                                                 -----------      ----------
Loss Before Equity in Losses of
 Project Partnerships                               (25,941)        (20,071)
Equity in Losses of Project
 Partnerships                                      (250,900)       (205,049)
                                                 -----------      ----------
Net Loss                                         $ (276,841)     $ (225,480)
                                                 ===========      ==========
Allocation of Net Loss:
   Assignees                                     $ (274,073)     $ (223,225)
   General Partners                                  (2,768)         (2,255)
                                                 -----------      ----------
                                                 $ (276,841)     $ (225,480)
                                                 ===========      ==========
Net Loss Per Beneficial
 Assignee Certificate                           $    (31.81)    $    (25.91)
   
Number of Beneficial Assignee
 Certificates Outstanding                             8,616           8,616 


                          See accompanying notes to financial statements.

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

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                      1996            1995  
SERIES 6                                         -----------      ----------
Revenues:
   Interest Income                               $   12,071      $   12,348 
                                                 -----------      ----------
Expenses:
   Asset Management Fee-
     General Partner                                 26,916          26,977 
   General and Administrative-
     General Partner                                  2,895           1,699 
   General and Administrative-
     Other                                            6,909           5,253 
   Amortization                                       5,664           5,757 
                                                 -----------      ----------
     Total Expenses                                  42,384          39,686 
                                                 -----------      ----------
Loss Before Equity in Losses of
 Project Partnerships                               (30,313)        (27,338)
Equity in Losses of Project
 Partnerships                                      (174,399)       (287,932)
                                                 -----------      ----------
Net Loss                                         $ (204,712)     $ (315,270)
                                                 ===========      ==========
Allocation of Net Loss:
   Assignees                                     $ (202,665)     $ (312,117)
   General Partners                                  (2,047)         (3,153)
                                                 -----------      ----------
                                                 $ (204,712)     $ (315,270)
                                                 ===========      ==========
Net Loss Per Beneficial
 Assignee Certificate                           $    (20.06)    $    (30.89)
   
Number of Beneficial Assignee
 Certificates Outstanding                            10,105          10,105 


                          See accompanying notes to financial statements.

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

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                     1996            1995   
TOTAL SERIES 2 - 6                               -----------      ----------
Revenues:
   Interest Income                               $   53,440     $    53,228 
                                                 -----------      ----------
Expenses:
   Asset Management Fee-
     General Partner                                103,997         104,175 
   General and Administrative-
     General Partner                                 11,273           6,605 
   General and Administrative-
     Other                                           41,138          19,929 
   Amortization                                      11,149          13,348 
                                                 -----------      ----------
     Total Expenses                                 167,557         144,057 
                                                 -----------      ----------
Loss Before Equity in Losses of
 Project Partnerships                              (114,117)        (90,829)
Equity in Losses of Project
 Partnerships                                      (817,548)       (929,015)
                                                 -----------      ----------
Net Loss                                         $ (931,665)    $(1,019,844)
                                                 ===========      ==========
Allocation of Net Loss:
   Assignees                                     $ (922,348)    $(1,009,644)
   General Partners                                  (9,317)        (10,200)
                                                 -----------      ----------
                                                 $ (931,665)    $(1,019,844)
                                                 ===========      ==========






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

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                     1996            1995   
SERIES 2                                         -----------      ----------
Revenues:
   Interest Income                               $   18,436      $   18,537 
                                                 -----------      ----------
Expenses:
   Asset Management Fee-
     General Partner                                 34,500          34,512 
   General and Administrative-
     General Partner                                  3,340           3,226 
   General and Administrative-
     Other                                            9,205           6,878 
   Amortization                                       2,406           2,642 
                                                 -----------      ----------
     Total Expenses                                  49,451          47,258 

Loss Before Equity in Losses of
 Project Partnerships                               (31,015)        (28,721)
Equity in Losses of Project
 Partnerships                                      (236,730)       (307,609)
                                                 -----------      ----------
Net Loss                                         $ (267,745)     $ (336,330)
                                                 ===========      ==========
Allocation of Net Loss:
   Assignees                                     $ (265,068)     $ (332,967)
   General Partners                                  (2,677)         (3,363)
                                                 -----------      ----------
                                                 $ (267,745)     $ (336,330)
                                                 ===========      ==========
Net Loss Per Beneficial
 Assignee Certificate                           $    (43.20)    $    (54.26)
   
Number of Beneficial Assignee
 Certificates Outstanding                             6,136           6,136 


                          See accompanying notes to financial statements.

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

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                      1996            1995  
SERIES 3                                         -----------      ----------
Revenues:
   Interest Income                               $   15,679      $   15,724 
                                                 -----------     ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 31,964          32,020 
   General and Administrative-
     General Partner                                  3,493           3,354 
   General and Administrative-
     Other                                           12,158           7,418 
   Amortization                                         638           3,982 
                                                 -----------      ----------
     Total Expenses                                  48,253          46,774 
                                                 -----------      ----------
Loss Before Equity in Losses of
 Project Partnerships                               (32,574)        (31,050)
Equity in Losses of Project
 Partnerships                                      (190,302)       (245,664)
                                                 -----------      ----------
Net Loss                                          $(222,876)     $ (276,714)
                                                 ===========      ==========
Allocation of Net Loss:
   Assignees                                      $(220,647)     $ (273,947)
   General Partners                                  (2,229)         (2,767)
                                                 -----------      ----------
                                                  $(222,876)     $ (276,714)
                                                 ===========      ==========
Net Loss Per Beneficial
 Assignee Certificate                           $    (40.44)    $    (50.21)
   
Number of Beneficial Assignee
 Certificates Outstanding                             5,456           5,456 


                          See accompanying notes to financial statements.

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

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                      1996            1995  
SERIES 4                                         -----------      ----------
Revenues:
   Interest Income                               $   20,859      $   21,377 
                                                 -----------      ----------
Expenses:
   Asset Management Fee-
     General Partner                                 39,192          39,284 
   General and Administrative-
     General Partner                                  4,403           4,252 
   General and Administrative-
     Other                                            9,963           8,122 
   Amortization                                       1,694           2,394 
                                                 -----------      ----------
     Total Expenses                                  55,252          54,052 
                                                 -----------      ----------
Loss Before Equity in Losses of
 Project Partnerships                               (34,393)        (32,675)
Equity in Losses of Project
 Partnerships                                      (305,961)       (322,145)
                                                 -----------      ----------
Net Loss                                         $ (340,354)     $ (354,820)
                                                 ===========      ==========
Allocation of Net Loss:
   Assignees                                     $ (336,950)     $ (351,272)
   General Partners                                  (3,404)         (3,548)
                                                 -----------      ----------
                                                 $ (340,354)     $ (354,820)
                                                 ===========      ==========
Net Loss Per Beneficial
 Assignee Certificate                           $    (48.73)    $    (50.80)
   
Number of Beneficial Assignee
 Certificates Outstanding                             6,915           6,915 


                          See accompanying notes to financial statements.

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

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                      1996            1995  
SERIES 5                                         -----------      ----------
Revenues:
   Interest Income                               $   26,713      $   27,603 
                                                 -----------      ----------
Expenses:
   Asset Management Fee-
     General Partner                                 48,506          48,580 
   General and Administrative-
     General Partner                                  5,466           5,278 
   General and Administrative-
     Other                                           12,399           9,867 
   Amortization                                       6,232           6,164 
                                                 -----------      ----------
     Total Expenses                                  72,603          69,889 
                                                 -----------      ----------
Loss Before Equity in Losses of
 Project Partnerships                               (45,890)        (42,286)
Equity in Losses of Project
 Partnerships                                      (410,071)       (347,407)
                                                 -----------      ----------
Net Loss                                         $ (455,961)     $ (389,693)
                                                 ===========      ==========
Allocation of Net Loss:
   Assignees                                     $ (451,401)     $ (385,796)
   General Partners                                  (4,560)         (3,897)
                                                 -----------      ----------
                                                 $ (455,961)     $ (389,693)
                                                 ===========      ==========
Net Loss Per Beneficial
 Assignee Certificate                           $    (52.39)    $    (44.78)
   
Number of Beneficial Assignee
 Certificates Outstanding                             8,616           8,616 


                          See accompanying notes to financial statements.

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

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                      1996            1995  
SERIES 6                                         -----------      ----------
Revenues:
   Interest Income                               $   23,987      $   24,896 
                                                 -----------      ----------
Expenses:
   Asset Management Fee-
     General Partner                                 53,832          53,954 
   General and Administrative-
     General Partner                                  5,770           5,572 
   General and Administrative-
     Other                                            9,828          10,921 
   Amortization                                      11,328          11,514 
                                                 -----------      ----------
     Total Expenses                                  80,758          81,961 
                                                 -----------      ----------
Loss Before Equity in Losses of
 Project Partnerships                               (56,771)        (57,065)
Equity in Losses of Project
 Partnerships                                      (372,679)       (448,680)
                                                 -----------      ----------
Net Loss                                         $ (429,450)     $ (505,745)
                                                 ===========      ==========
Allocation of Net Loss:
   Assignees                                     $ (425,155)     $ (500,688)
   General Partners                                  (4,295)         (5,057)
                                                 -----------      ----------
                                                 $ (429,450)     $ (505,745)
                                                 ===========      ==========
Net Loss Per Beneficial
 Assignee Certificate                           $    (42.07)    $    (49.55)
   
Number of Beneficial Assignee
 Certificates Outstanding                            10,105          10,105 


                          See accompanying notes to financial statements.

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

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                     1996            1995   
TOTAL SERIES 2 - 6                               -----------      ----------
Revenues:
   Interest Income                              $   105,674     $   108,137 
                                                 -----------      ----------
Expenses:
   Asset Management Fee-
     General Partner                                207,994         208,350 
   General and Administrative-
     General Partner                                 22,472          21,682 
   General and Administrative-
     Other                                           53,553          43,206 
   Amortization                                      22,298          26,696 
                                                 -----------      ----------
     Total Expenses                                 306,317         299,934 
                                                 -----------      ----------
Loss Before Equity in Losses of
 Project Partnerships                              (200,643)       (191,797)
Equity in Losses of Project
 Partnerships                                    (1,515,743)     (1,671,505)
                                                 -----------      ----------
Net Loss                                        $(1,716,386)    $(1,863,302)
                                                 ===========      ==========
Allocation of Net Loss:
   Assignees                                    $(1,699,221)    $(1,844,670)
   General Partners                                 (17,165)        (18,632)
                                                 -----------      ----------
                                                $(1,716,386)    $(1,863,302)
                                                 ===========      ==========






                          See accompanying notes to financial statements.

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

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


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

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

Net Loss                         (332,967)           (3,363)          (336,330)
                               -----------        ----------        -----------
Balance at
 September 30, 1995           $ 1,913,549         $ (35,014)       $ 1,878,535 
                               ===========        ==========        ===========

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

Net Loss                         (265,068)           (2,677)          (267,745)
                               -----------        ----------        -----------
Balance at
 September 30, 1996           $ 1,396,007         $ (40,242)       $ 1,355,765 
                               ===========        ==========        ===========




                          See accompanying notes to financial statements.





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

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


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

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

Net Loss                         (273,947)           (2,767)          (276,714)
                               -----------        ----------        -----------
Balance at
 September 30, 1995           $ 1,352,249         $ (34,639)       $ 1,317,610 
                               ===========        ==========        ===========

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

Net Loss                         (220,647)           (2,229)          (222,876)
                               -----------        ----------        -----------
Balance at
 September 30, 1996           $   939,378         $ (38,810)       $   900,568 
                               ===========        ==========        ===========




                          See accompanying notes to financial statements.





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

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


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

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

Net Loss                         (351,272)           (3,548)          (354,820)
                               -----------        ----------        -----------
Balance at
 September 30, 1995           $ 2,828,078         $ (32,700)       $ 2,795,378 
                               ===========        ==========        ===========

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

Net Loss                         (336,950)           (3,404)          (340,354)
                               -----------        ----------        -----------
Balance at
 September 30, 1996           $ 2,143,817         $ (39,612)       $ 2,104,205 
                               ===========        ==========        ===========




                          See accompanying notes to financial statements.





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

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


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

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

Net Loss                         (385,796)           (3,897)          (389,693)
                               -----------        ----------        -----------
Balance at
 September 30, 1995           $ 4,193,446         $ (34,029)       $ 4,159,417 
                               ===========        ==========        ===========

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

Net Loss                         (451,401)           (4,560)          (455,961)
                               -----------        ----------        -----------
Balance at
 September 30, 1996           $ 3,354,219         $ (42,506)       $ 3,311,713 
                               ===========        ==========        ===========




                          See accompanying notes to financial statements.





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

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


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

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

Net Loss                         (500,688)           (5,057)          (505,745)
                               -----------        ----------        -----------
Balance at
 September 30, 1995           $ 5,652,400         $ (32,528)       $ 5,619,872 
                               ===========        ==========        ===========

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

Net Loss                         (425,155)           (4,295)          (429,450)
                               -----------        ----------        -----------
Balance at
 September 30, 1996           $ 4,915,119         $ (39,976)       $ 4,875,143 
                               ===========        ==========        ===========




                          See accompanying notes to financial statements.





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

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


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

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

Net Loss                       (1,844,670)          (18,632)        (1,863,302)
                               -----------        ----------        -----------
Balance at
 September 30, 1995           $15,939,722        $ (168,910)       $15,770,812 
                               ===========        ==========        ===========
Balance at
 March 31, 1996               $14,447,761        $ (183,981)       $14,263,780 

Net Loss                       (1,699,221)          (17,165)        (1,716,386)
                               -----------        ----------        -----------
Balance at
 September 30, 1996           $12,748,540        $ (201,146)       $12,547,394 
                               ===========        ==========        ===========




                          See accompanying notes to financial statements.





<PAGE>


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

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                           1996          1995  
SERIES 2                                              -----------     ---------
Cash Flows from Operating Activities:
   Net Loss                                           $ (267,745)   $ (336,330)
   Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:
     Amortization                                          2,406         2,642 
     Accreted Interest Income
      on Investments in Securities                       (14,183)      (14,307)
     Equity in Losses of
      Project Partnerships                               236,730       307,609 
     Interest Income from
      Redemption of Securities                            10,359         7,238 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                                    950          (152)
                                                      -----------     ---------
         Net Cash Provided by (Used in)
         Operating Activities                            (31,483)      (33,300)
                                                       ----------     ---------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                                  5,709         4,593 
   Redemption of Investment
     in Securities                                        33,294        34,609 
                                                      -----------     ---------
         Net Cash Provided by
         Investing Activities                             39,003        39,202 
                                                      -----------     ---------
Increase (Decrease) in Cash and 
 Cash Equivalents                                          7,520         5,902 
Cash and Cash Equivalents at
 Beginning of Year                                       135,519       127,890 
                                                      -----------     ---------
Cash and Cash Equivalents at
 End of Year                                         $   143,039    $  133,792 
                                                      ===========     =========

                          See accompanying notes to financial statements.

<PAGE>


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

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                           1996          1995  
SERIES 3                                              -----------     ---------
Cash Flows from Operating Activities:
   Net Loss                                            $(222,876)   $ (276,714)
   Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:
     Amortization                                            638         3,982 
     Accreted Interest Income
      on Investments in Securities                       (12,617)      (12,726)
     Equity in Losses of
      Project Partnerships                               190,302       245,664 
     Interest Income from
      Redemption of Securities                             9,214         6,437 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                                 (8,725)       (5,823)
                                                       ----------     ---------
         Net Cash Provided by (Used in)
         Operating Activities                            (44,064)      (39,180)
                                                       ----------     ---------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                                 23,757        20,900 
   Redemption of Investment
     in Securities                                        29,617        30,785 
                                                       ----------     ---------
         Net Cash Provided by
         Investing Activities                             53,374        51,685 
                                                       ----------     ---------
Increase (Decrease) in Cash and 
 Cash Equivalents                                          9,310        12,505 
Cash and Cash Equivalents at
 Beginning of Year                                        97,988        83,648 
                                                       ----------     ---------
Cash and Cash Equivalents at
 End of Year                                         $   107,298    $   96,153 
                                                       ==========     =========


                          See accompanying notes to financial statements.
<PAGE>

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

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                           1996          1995  
SERIES 4                                               ----------     ---------
Cash Flows from Operating Activities:
   Net Loss                                           $ (340,354)   $ (354,820)
   Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:
     Amortization                                          1,694         2,394 
     Accreted Interest Income
      on Investments in Securities                       (15,983)      (16,123)
     Equity in Losses of
      Project Partnerships                               305,961       322,145 
     Interest Income from
      Redemption of Securities                            11,674         8,156 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                                 (4,885)       (3,489)
                                                       ----------     ---------
         Net Cash Provided by (Used in)
         Operating Activities                            (41,893)      (41,737)
                                                       ----------     ---------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                                 10,900         9,580 
   Redemption of Investment
     in Securities                                        37,522        39,001 
                                                       ----------     ---------
         Net Cash Provided by
         Investing Activities                             48,422        48,581 
                                                       ----------     ---------
Increase (Decrease) in Cash and 
 Cash Equivalents                                          6,529         6,844 
Cash and Cash Equivalents at
 Beginning of Year                                       178,506       168,651 
                                                       ----------     ---------
Cash and Cash Equivalents at
 End of Year                                         $   185,035    $  175,495 
                                                       ==========     =========


                          See accompanying notes to financial statements.

<PAGE>

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

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                           1996          1995  
SERIES 5                                               ----------     ---------
Cash Flows from Operating Activities:
   Net Loss                                           $ (455,961)   $ (389,693)
   Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:
     Amortization                                          6,232         6,164 
     Accreted Interest Income
      on Investments in Securities                       (19,921)      (20,095)
     Equity in Losses of
      Project Partnerships                               410,071       347,407 
     Interest Income from
      Redemption of Securities                            14,550        10,166 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                                (12,416)      (17,263)
                                                       ----------     ---------
         Net Cash Provided by (Used in)
         Operating Activities                            (57,445)      (63,314)
                                                       ==========     =========
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                                  6,462         9,517 
   Redemption of Investment
     in Securities                                        46,767        48,609 
                                                       ----------     ---------
         Net Cash Provided by
         Investing Activities                             53,229        58,126 
                                                       ----------     ---------
Increase (Decrease) in Cash and 
 Cash Equivalents                                         (4,216)       (5,188)
Cash and Cash Equivalents at
 Beginning of Year                                       257,549       249,065 
                                                       ----------     ---------
Cash and Cash Equivalents at
 End of Year                                         $   253,333    $  243,877 
                                                       ----------     ---------


                          See accompanying notes to financial statements.

<PAGE>


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

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                           1996          1995  
SERIES 6                                               ----------     ---------
Cash Flows from Operating Activities:
   Net Loss                                           $ (429,450)   $ (505,745)
   Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:
     Amortization                                         11,328        11,514 
     Accreted Interest Income
      on Investments in Securities                       (15,170)      (15,133)
     Equity in Losses of
      Project Partnerships                               372,679       448,680 
     Interest Income from
      Redemption of Securities                                 0             0 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                                   (505)        2,669 
                                                       ----------     ---------
         Net Cash Provided by (Used in)
         Operating Activities                            (61,118)      (50,015)
                                                       ----------     ---------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                                 12,984         7,858 
   Redemption of Investment
     in Securities                                             0             0 
                                                       ----------     ---------
         Net Cash Provided by
         Investing Activities                             12,984         7,858 
                                                       ----------     ---------
Increase (Decrease) in Cash and 
 Cash Equivalents                                        (48,134)      (50,157)
Cash and Cash Equivalents at
 Beginning of Year                                       388,991       384,578 
                                                       ----------     ---------
Cash and Cash Equivalents at
 End of Year                                         $   340,857    $  334,421 
                                                       ==========     =========


                          See accompanying notes to financial statements.
<PAGE>


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

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:


                                                           1996          1995  
TOTAL SERIES 2 - 6                                     ----------     ---------
Cash Flows from Operating Activities:
   Net Loss                                          $(1,716,386)  $(1,863,302)
   Adjustments to Reconcile Net Loss to
    Net Cash Provided by (Used in)
    Operating Activities:
     Amortization                                         22,298        26,696 
     Accreted Interest Income
      on Investments in Securities                       (77,874)      (78,384)
     Equity in Losses of
      Project Partnerships                             1,515,743     1,671,505 
     Interest Income from
      Redemption of Securities                            45,797        31,997 
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                                (25,581)      (24,058)
                                                       ----------     ---------
         Net Cash Provided by (Used in)
         Operating Activities                           (236,003)     (235,546)
                                                       ----------     ---------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                                 59,812        52,448 
   Redemption of Investment
     in Securities                                       147,200       153,004 
                                                       ----------     ---------
         Net Cash Provided by
         Investing Activities                            207,012       205,452 
                                                       ----------     ---------
Increase (Decrease) in Cash and 
 Cash Equivalents                                        (28,991)      (30,094)
Cash and Cash Equivalents at
 Beginning of Year                                     1,058,553     1,013,832 
                                                       ----------     ---------
Cash and Cash Equivalents at
 End of Year                                         $ 1,029,562   $   983,738 
                                                       ==========     =========


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

                                   NOTES TO FINANCIAL STATEMENTS
                                            (Unaudited)

                                        September 30, 1996

NOTE 1 - ORGANIZATION:

   Gateway Tax Credit Fund II Ltd. ("Gateway"), a Florida Limited
Partnership, was formed September 12, 1989, under the laws of
Florida.  Operations commenced on September 14, 1990 for Series 2,
September 28, 1990 for Series 3, February 1, 1991 for Series 4,
July 1, 1991 for Series 5 and January 1, 1992 for Series 6. 
Gateway has invested, as a limited partner, in other limited
partnerships ("Project Partnerships") each of which owns and
operates one or more apartment complexes expected to qualify for
Low-Income Housing Tax Credits.  Gateway will terminate on December
31, 2040, or sooner, in accordance with the terms of the Limited
Partnership Agreement.  As of September 30, 1996, Gateway had
received capital contributions of $1,000 from the General Partners
and $37,228,000 from Beneficial Assignee Certificate investors (the
"Assignees").  The fiscal year of Gateway for reporting purposes
ends on March 31.

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

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

   Gateway offered BACs in five series.  BACs in the amounts of
$6,136,000, $5,456,000, $6,915,000, $8,616,000 and $10,105,000 for
Series 2, 3, 4, 5 and 6, respectively had been issued as of
September 30, 1996.  Each Series is treated as a separate
partnership, investing in a separate and distinct pool of Project
Partnerships.  Net proceeds from each Series are used to acquire
Project Partnerships which are specifically allocated to such
Series.  Income or loss and all tax items from the Project
Partnerships acquired by each Series are specifically allocated
among the Assignees of such Series.

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


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

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

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

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

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

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

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

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

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


Cash and Cash Equivalents

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

Concentration of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

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

Offering and Commission Costs

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

Income Taxes

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

Reclassifications

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

Fair Value of Financial Instruments

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

Basis of Preparation

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


NOTE 3 - INVESTMENT IN SECURITIES:

  The September 30, 1996 Balance Sheet includes Investment in
Securities consisting of U.S. Government Security Strips which
represents their cost, plus accreted interest income of $112,259
for Series 2, $99,852 for Series 3, $126,502 for Series 4, $157,669
for Series 5 and $108,151 for Series 6.  For convenience, the
Investment in Securities are commonly held in a brokerage account
with Raymond James and Associates, Inc.   A separate accounting is
maintained for each series' share of the investments.

<PAGE>
                                Estimated        Cost Plus     Gross Unrealized
                                  Market          Accreted          Gains and  
                                  Value           Interest            (Losses) 
                                 ---------         ---------          ---------
Series 2                         $ 395,794          $377,923          $  17,871
Series 3                           351,935           336,154             15,781
Series 4                           446,042           425,873             20,169
Series 5                           555,762           530,796             24,966
Series 6                           477,348           469,241              8,107

   As of September 30, 1996, the cost and accreted interest of debt
securities by contractual maturities is as follows:

                                  Series 2          Series 3           Series 4
                                 ---------         ---------          ---------
Due within 1 year                $  44,210         $  39,324          $  49,819
After 1 year
 through 5 years                   162,671           144,691            183,307
After 5 years
 through 10 years                  171,042           152,139            192,747
After 10 years                           0                 0                  0
                                 ---------         ---------          ---------
  Total Amount Carried on
    Balance Sheet                $ 377,923         $ 336,154          $ 425,873
                                 =========         =========          =========

                                  Series 5          Series 6              Total
                                 ---------         ---------          ---------
Due within 1 year                $  62,093         $  44,245         $  239,691
After 1 year
 through 5 years                   228,471           177,623            896,763
After 5 years
 through 10 years                  240,232           208,859            965,019
After 10 years                           0            38,514             38,514
                                 ---------         ---------          ---------
  Total Amount Carried on
    Balance Sheet                $ 530,796         $ 469,241         $2,139,987
                                 =========         =========          =========

NOTE 4 - RELATED PARTY TRANSACTIONS:

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

  For the six months ended September 30, 1996 and 1995 the General
Partners and affiliates are entitled to compensation and
reimbursement for costs and expenses incurred by Gateway as
follows:

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

                                               1996           1995  
                                            ---------      ---------
  Series 2                                   $ 34,500     $   34,512
  Series 3                                     31,964         32,020
  Series 4                                     39,192         39,284
  Series 5                                     48,506         48,580
  Series 6                                     53,832         53,954
                                            ---------      ---------
  Total                                      $207,994      $ 208,350
                                            =========      =========

  General and Administrative Expenses - The Managing General
Partner is reimbursed for general and administrative expenses of
Gateway on an accountable basis.  This expense is included in the
Statements of Operations.
                                               1996           1995  
                                            ---------      ---------
  Series 2                                   $  3,340     $    3,226
  Series 3                                      3,493          3,354
  Series 4                                      4,403          4,252
  Series 5                                      5,466          5,278
  Series 6                                      5,770          5,572
                                            ---------      ---------
  Total                                      $ 22,472      $  21,682
                                            =========      =========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

  As of September 30, 1996, the Partnership had acquired an
interest in 22 Project Partnerships for the Series which own and
operate government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
  The following is a summary of Investments in Project Partnerships
as of:

                                        SEPTEMBER 30,      MARCH 31,
                                               1996          1996   
SERIES 2                                   ----------     ----------
  
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                   $  4,524,678   $  4,524,678 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                     36,775         33,815 

Cumulative equity in losses of
Project Partnerships (2)                  (3,731,926)    (3,495,196)

Cumulative distributions received
from Project Partnerships                    (50,833)       (45,124)

Excess of investment cost over the
underlying assets acquired:
  Acquisition fees and expenses              390,838        390,838 
  Accumulated amortization of
  acquisition fees and expenses              (63,453)       (58,088)
                                           ----------     ----------

Investments in
 Project Partnerships                     $1,106,079     $1,350,923 
                                           ==========     ==========

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At September 30, 1996 and March 31, 1996 these
excess costs were $205,718.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $47,771 for the period ended September 30, 1996
and cumulative suspended losses of $25,114 for the year ended March
31, 1996 are not included.

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

  As of September 30, 1996, the Partnership had acquired an
interest in 23 Project Partnerships for the Series which own and
operate government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
  The following is a summary of Investments in Project Partnerships
as of:


                                        SEPTEMBER 30,      MARCH 31,
                                               1996          1996   
SERIES 3                                   ----------     ----------

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

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                     37,659         33,947 

Cumulative equity in losses of
Project Partnerships (2)                  (3,528,062)    (3,337,760)

Cumulative distributions received
from Project Partnerships                   (134,497)      (110,740)

Excess of investment cost over the
underlying assets acquired:
  Acquisition fees and expenses              491,746        491,746 
  Accumulated amortization of
  acquisition fees and expenses              (68,592)       (64,243)
                                           ----------     ----------

Investments in
 Project Partnerships                     $  686,967     $  901,663 
                                           ==========     ==========

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At September 30, 1996 and March 31, 1996 these
excess costs were $213,147.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $315,177 for the period ended September 30,
1996 and cumulative suspended losses of $226,112 for the year ended
March 31, 1996 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  As of September 30, 1996, the Partnership had acquired an
interest in 29 Project Partnerships for the Series which own and
operate government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
  The following is a summary of Investments in Project Partnerships
as of:

                                        SEPTEMBER 30,      MARCH 31,
                                               1996          1996   
SERIES 4                                   ----------     ----------

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

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                     66,592         60,437 

Cumulative equity in losses of
Project Partnerships (2)                  (3,674,164)    (3,368,203)

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

Excess of investment cost over the
underlying assets acquired:
  Acquisition fees and expenses              562,967        562,967 
  Accumulated amortization of
  acquisition fees and expenses              (82,776)       (74,927)
                                           ----------     ----------
Investments in
 Project Partnerships                     $1,754,955     $2,073,510 
                                           ==========     ==========

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At September 30, 1996 and March 31, 1996 these
excess costs were $430,637.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $25,570 for the period ended September 30, 1996
and cumulative suspended losses of $11,440 for the year ended March
31, 1996 are not included.


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

  As of September 30, 1996, the Partnership had acquired an
interest in 36 Project Partnerships for the Series which own and
operate government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
  The following is a summary of Investments in Project Partnerships
as of:

                                        SEPTEMBER 30,      MARCH 31,
                                               1996          1996   
SERIES 5                                   ----------     ----------
  
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                   $  6,164,472   $  6,164,472 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                     30,084         27,015 

Cumulative equity in losses of
Project Partnerships (2)                  (3,876,734)    (3,466,663)

Cumulative distributions received
from Project Partnerships                    (91,333)       (84,871)

Excess of investment cost over the
underlying assets acquired:
  Acquisition fees and expenses              650,837        650,837 
  Accumulated amortization of
  acquisition fees and expenses              (88,224)       (78,922)
                                           ----------     ----------

Investments in
 Project Partnerships                     $2,789,102     $3,211,868 
                                           ==========     ==========

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At September 30, 1996 and March 31, 1996 these
excess costs were $214,636.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $0 for the period ended September 30, 1996 and
cumulative suspended losses of $0 for the year ended March 31, 1996
are not included.

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

  As of September 30, 1996, the Partnership had acquired an
interest in 38 Project Partnerships for the Series which own and
operate government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
  The following is a summary of Investments in Project Partnerships
as of:

                                        SEPTEMBER 30,      MARCH 31,
                                               1996          1996   
SERIES 6                                   ----------     ----------

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

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                     (2,551)        (2,253)

Cumulative equity in losses of
Project Partnerships (2)                  (3,700,265)    (3,327,586)

Cumulative distributions received
from Project Partnerships                    (76,416)       (63,432)

Excess of investment cost over the
underlying assets acquired:
  Acquisition fees and expenses              785,179        785,179 
  Accumulated amortization of
  acquisition fees and expenses              (95,529)       (84,498)
                                           ----------     ----------

Investments in
 Project Partnerships                     $4,372,633     $4,769,625 
                                           ==========     ==========

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At September 30, 1996 and March 31, 1996 these
excess costs were ($20,841).
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $27,340 for the period ended September 30, 1996
and cumulative suspended losses of $11,517 for the year ended March
31, 1996 are not included.

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

  The following is a summary of Investments in Project
Partnerships:


                                        SEPTEMBER 30,      MARCH 31,
                                               1996          1996   
TOTAL SERIES 2 - 6                         ----------     ----------

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

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                    168,559        152,961 

Cumulative equity in losses of
Project Partnerships                     (18,511,151)   (16,995,408)

Cumulative distributions received
from Project Partnerships                   (423,262)      (363,450)

Excess of investment cost over the
underlying assets acquired:
  Acquisition fees and expenses            2,881,567      2,881,567 
  Accumulated amortization of
  acquisition fees and expenses             (398,574)      (360,678)
                                           ----------     ----------

Investments in
 Project Partnerships                    $10,709,736    $12,307,589 
                                           ==========     ==========



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


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

                                               1996           1995  
SERIES 2                                  -----------     ----------
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                       $   1,583,447   $  1,358,204 
  Investment properties, net              22,950,706     23,882,128 
  Other assets                                 2,377          4,100 
                                          -----------     ----------
    Total assets                       $  24,536,530   $ 25,244,432 
                                          ===========     ==========
Liabilities and Partners' Equity
  Current liabilities                  $     423,058   $    528,099 
  Long-term debt                          23,290,759     23,311,584 
                                          -----------     ----------
    Total liabilities                     23,713,817     23,839,683 

Partners' Equity
  Limited Partner                            733,799      1,217,840 
  General Partners                            88,914        186,909 
                                          -----------     ----------
                                             822,713      1,404,749 
     Total liabilities and
    partners' equity                   $  24,536,530   $ 25,244,432 
                                          ===========     ==========
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                $   1,287,603   $  1,306,214 
Expenses:
  Operating expenses                         656,094        606,872 
  Interest expense                           414,340        523,895 
  Depreciation and amortization              479,176        486,163 
                                          -----------     ----------
    Total expenses                         1,549,610      1,616,930 

      Net loss                          $   (262,007)  $   (310,716)
                                          ===========     ==========
  Other partners' share
    of net loss                         $     (2,620)  $     (3,107)

  Partnership's share of net loss       $   (259,387)  $   (307,609)
    Suspended loss                            22,657              0 
                                          -----------     ----------
  Equity in Loss of
      Project Partnerships               $  (236,730)  $   (307,609)
                                          ===========     ==========


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

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


                                               1996           1995  
SERIES 3                                  -----------     ----------
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                       $   1,966,829   $  1,823,987 
  Investment properties, net              20,223,468     21,110,327 
  Other assets                               233,517        240,719 
                                          -----------     ----------
    Total assets                       $  22,423,814   $ 23,175,033 
                                          ===========     ==========
Liabilities and Partners' Equity
  Current liabilities                  $     492,234   $    539,321 
  Long-term debt                          21,871,583     21,930,524 
                                          -----------     ----------
    Total liabilities                     22,363,817     22,469,845 

Partners' Equity
  Limited Partner                           (304,933)       355,958 
  General Partners                           364,930        349,230 
                                          -----------     ----------
                                              59,997        705,188 
     Total liabilities and
    partners' equity                   $  22,423,814   $ 23,175,033 
                                          ===========     ==========
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                $   1,217,433   $  1,428,864 
Expenses:
  Operating expenses                         744,049        689,478 
  Interest expense                           292,418        549,651 
  Depreciation and amortization              463,155        460,495 
                                          -----------     ----------
    Total expenses                         1,499,622      1 699,624 

      Net loss                          $   (282,189)  $   (270,760)
                                          ===========     ==========
  Other partners' share
    of net loss                         $     (2,822)  $     (2,708)

  Partnership's share of net loss       $   (279,367)  $   (268,052)
    Suspended loss                            89,065         22,388 
                                          -----------     ----------
  Equity in Loss of
      Project Partnerships              $   (190,302)  $   (245,664)
                                          ===========     ==========


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

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


                                               1996           1995  
SERIES 4                                  -----------     ----------
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                       $   1,936,500   $  1,850,292 
  Investment properties, net              26,784,353     27,767,973 
  Other assets                                22,385         12,101 
                                          -----------     ----------
    Total assets                       $  28,743,238   $ 29,630,366 
                                          ===========     ==========
Liabilities and Partners' Equity
  Current liabilities                  $     589,582   $    676,123 
  Long-term debt                          26,641,940     26,695,204 
                                          -----------     ----------
    Total liabilities                     27,231,522     27,371,327 

Partners' Equity
  Limited Partner                          1,227,606      1,901,921 
  General Partners                           284,110        357,118 
                                          -----------    ---------- 
                                           1,511,716      2,259,039 
     Total liabilities and
    partners' equity                   $  28,743,238   $ 29,630,366 
                                          ===========     ==========
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                $   1,568,591   $  1,658,707 
Expenses:
  Operating expenses                         903,525        829,997 
  Interest expense                           459,990        617,874 
  Depreciation and amortization              528,400        536,235 
                                          -----------     ----------
    Total expenses                         1,891,915      1,984,106 

      Net loss                         $    (323,324)  $   (325,399)
                                          ===========     ==========
  Other partners' share
    of net loss                        $      (3,233)  $     (3,254)

  Partnership's share of net loss      $    (320,091)  $   (322,145)
    Suspended loss                            14,130              0 
                                          -----------     ----------
  Equity in Loss of
      Project Partnerships             $    (305,961)  $   (322,145)
                                          ===========     ==========


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

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


                                               1996           1995  
SERIES 5                                  -----------     ----------
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                       $   2,463,229   $  2,201,359 
  Investment properties, net              33,612,772     34,811,384 
  Other assets                                 2,123         14,927 
                                         ------------     ----------
    Total assets                       $  36,078,124   $ 37,027,670 
                                          ===========     ==========
Liabilities and Partners' Equity
  Current liabilities                  $     807,295   $    903,208 
  Long-term debt                          32,945,488     33,030,447 
                                          -----------     ----------
    Total liabilities                     33,752,783     33,933,655 

Partners' Equity
  Limited Partner                          2,321,219      3,060,860 
  General Partners                             4,122         33,155 
                                          -----------     ----------
                                           2,325,341      3,094,015 
     Total liabilities and
    partners' equity                   $  36,078,124   $ 37,027,670 
                                          ===========     ==========
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                $   1,761,025   $  1,799,716 
Expenses:
  Operating expenses                       1,074,848        921,271 
  Interest expense                           403,404        533,087 
  Depreciation and amortization              696,986        696,274 
                                          -----------     ----------
    Total expenses                         2,175,238      2,150,632 

      Net loss                          $   (414,213)  $   (350,916)
                                          ===========     ==========
  Other partners' share
    of net loss                         $     (4,142)  $     (3,509)

  Partnership's share of net loss       $   (410,071)  $   (347,407)
    Suspended loss                                 0              0 
                                          -----------    -----------
  Equity in Loss of
      Project Partnerships              $   (410,071)  $   (347,407)
                                          ===========     ==========


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

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


                                               1996           1995  
SERIES 6                                  -----------     ----------
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                       $   2,611,371   $  2,300,313 
  Investment properties, net              37,716,660     39,110,793 
  Other assets                                23,382         38,804 
                                          -----------     ----------
    Total assets                       $  40,351,413   $ 41,449,910 
                                          ===========     ==========
Liabilities and Partners' Equity
  Current liabilities                  $     928,080   $  1,065,016 
  Long-term debt                          35,827,365     36,047,889 
                                          -----------     ----------
    Total liabilities                     36,755,445     37,112,915 

Partners' Equity
  Limited Partner                          3,708,349      4,395,528 
  General Partners                          (112,381)       (58,533)
                                          -----------     ----------
                                           3,595,968      4,336,995 
     Total liabilities and
    partners' equity                   $  40,351,413   $ 41,449,910 
                                          ===========     ==========
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                $   1,973,212   $  2,023,802 
Expenses:
  Operating expenses                       1,093,105        982,071 
  Interest expense                           499,641        707,735 
  Depreciation and amortization              772,892        787,208 
                                          -----------     ----------
    Total expenses                         2,365,638      2,477,014 

      Net loss                          $   (392,426)  $   (453,212)
                                          ===========     ==========
  Other partners' share
    of net loss                         $     (3,924)  $     (4,532)

  Partnership's share of net loss       $   (388,502)  $   (448,680)
    Suspended loss                            15,823              0 
                                          -----------     ----------
  Equity in Loss of
      Project Partnerships              $   (372,679)  $   (448,680)
                                          ===========     ==========


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

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


                                               1996           1995  
TOTAL SERIES 2 - 6                        -----------     ----------
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                       $  10,561,376   $  9,534,155 
  Investment properties, net             141,287,959    146,682,605 
  Other assets                               283,784        310,651 
                                          -----------     ----------
    Total assets                       $ 152,133,119   $156,527,411 
                                          ===========     ==========
Liabilities and Partners' Equity
  Current liabilities                  $   3,240,249   $  3,711,767 
  Long-term debt                         140,577,135    141,015,658 
                                          -----------     ----------
    Total liabilities                    143,817,384    144,727,425 

Partners' Equity
  Limited Partner                          7,686,040     10,932,107 
  General Partners                           629,695        867,879 
                                          -----------    -----------
                                           8,315,735     11,799,986 
     Total liabilities and
    partners' equity                   $ 152,133,119   $156,527,411 
                                          ===========     ==========
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                $   7,807,864   $  8,217,303 
Expenses:
  Operating expenses                       4,471,621      4,029,689 
  Interest expense                         2,069,793      2,932,242 
  Depreciation and amortization            2,940,609      2,966,375 
                                          -----------     ----------
    Total expenses                         9,482,023      9,928,306 

      Net loss                          $ (1,674,159)  $ (1,711,003)
                                          ===========     ==========
  Other partners' share
    of net loss                         $    (16,741)  $    (17,110)

  Partnership's share of net loss       $ (1,657,418)  $ (1,693,893)
    Suspended loss                           141,675         22,388 
                                          -----------    ---------- 
  Equity in Loss of
      Project Partnerships              $ (1,515,743)  $ (1,671,505)
                                          ===========     ==========


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

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                        September 30, 1996
 
Results of Operations, Liquidity and Capital Resources

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

  As disclosed on the statement of operations for each Series,
interest income and total expenses are comparable for the six and
three months ended September 30, 1996 and 1995.  There were no
unusual variations in the operating results between these two
periods. 

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

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

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

  Series 2 - Gateway closed this series on September 14, 1990 after
receiving $6,136,000 from 375 Assignees.  Equity in Losses of
Project Partnerships decreased from $307,609 for the six months
ended September 30, 1995 to $236,730 for the six months ended
September 30, 1996.  This decrease was partially caused by $22,657
of losses that were suspended to prevent reducing the investment in
certain Project Partnerships below zero, in accordance with the
equity method of accounting.  In general, it is common in the real
estate industry to experience losses for financial and tax
reporting purposes because of the non-cash expenses of depreciation
and amortization.  As a result, management expects that this
Series, as well as those described below, will report its equity in
Project Partnerships as a loss for tax and financial reporting
purposes.  Overall, management believes the Project Partnerships
are operating as expected and are generating tax credits which meet
projections. 

  At September 30, 1996, the Series had $143,039 of short-term
investments (Cash and Cash Equivalents).  It also had $377,923 in
Zero Coupon Treasuries.  Management believes the sources of funds
are sufficient to meet current and ongoing operating costs for the
foreseeable future, and to pay part of the Asset Management Fee.
 
  As disclosed on the statement of cash flows, the Series had a net
loss of $267,745 for the six months ended September 30, 1996. 
However, after adjusting for Equity in Losses of Project
Partnerships of $236,730 and the changes in operating assets and
liabilities,  net cash used in operating activities was $31,483. 
Cash provided by investing activities totaled $39,003, consisting
of $33,294 from matured Zero Coupon Treasuries and $5,709 in cash
distributions received from the Project Partnerships.  There were
no unusual events or trends to describe.

  Series 3 - Gateway closed this series on December 13, 1990 after
receiving $5,456,000 from 398 Assignees.  Equity in Losses of
Project Partnerships decreased from $245,664 for the six months
ended September 30, 1995 to $190,302 for the six months ended
September 30, 1996.  This decrease was partially caused by $89,065
of losses that were suspended to prevent reducing the investment in
certain Project Partnerships below zero, in accordance with the
equity method of accounting in comparison to $22,388 for the period
ended September 30, 1995.  Overall, management believes these
Project Partnerships are operating as expected and are generating
tax credits which meet projections.  

  At September 30, 1996, the Series had $107,298 of short-term
investments (Cash and Cash Equivalents).  It also had $336,154 in
Zero Coupon Treasuries.  Management believes these sources of funds
are sufficient to meet the Series' current and ongoing operating
costs for the foreseeable future, and to pay part of the Asset
Management Fee.

  As disclosed on the statement of cash flows, the Series had a net
loss of $222,876 for the six months ended September 30, 1996. 
However, after adjusting for Equity in Losses of Project
Partnerships of $190,302 and the changes in operating assets and
liabilities net cash used in operating activities was $44,064. 
Cash provided by investing activities totaled $53,374, consisting
of $23,757 in cash distributions received from the Project
Partnerships and $29,617 from matured Zero Coupon Treasuries. 
There were no unusual events or trends to describe.

  Series 4 - Gateway closed this series on May 31, 1991 after
receiving $6,915,000 from 465 Assignees. Equity in Losses of
Project Partnerships were comparable for the six months ended
September 30, 1995 and September 30, 1996.  Overall, management
believes these Project Partnerships are operating as expected and
are generating tax credits which meet projections.

  At September 30, 1996, the Series had $185,035 of short-term
investments (Cash and Cash Equivalents).  It also had $425,873 in
Zero Coupon Treasuries.  Management believes these sources of funds
are sufficient to meet the Series' current and ongoing operating
costs for the foreseeable future, and to pay part of the Asset
Management Fee.

  As disclosed on the statement of cash flows, the Series had a net
loss of $340,354 for the six months ended September 30, 1996. 
However, after adjusting for Equity in Losses of Project
Partnerships of $305,961 and the changes in operating assets and
liabilities net cash used in operating activities was $41,893. 
Cash provided by investing activities totaled $48,422 consisting of
$37,522 from matured Zero Coupon Treasuries and $10,900 in cash
distributions received from the Project Partnerships.  There were
no unusual events or trends to describe.

  Series 5 - Gateway closed this series on October 11, 1991 after
receiving $8,616,000 from 535 Assignees.  Equity in Losses of
Project Partnerships increased from $347,407 for the six months
ended September 30, 1995 to $410,071 for the six months ended
September 30, 1996.  Overall, management believes these Project
Partnerships are operating as expected and are generating tax
credits which meet projections.
  
  At September 30, 1996, the Series had $253,333 of short-term
investments (Cash and Cash Equivalents).  It also had $530,796 in
Zero Coupon Treasuries.  Management believes these sources of funds
are sufficient to meet the Series' current and ongoing operating
costs for the foreseeable future, and to pay part of the Asset
Management Fee.

  As disclosed on the statement of cash flows, the Series had a net
loss of $455,961 for the six months ended September 30, 1996. 
However, after adjusting for Equity in Losses of Project
Partnerships of $410,071 and the changes in operating assets and
liabilities net cash used in operating activities was $57,445. 
Cash provided by investing activities totaled $53,229 consisting of
$46,767 from matured Zero Coupon Treasuries and $6,462 in cash
distributions received from the Project Partnerships.  There were
no unusual events or trends to describe.

  Series 6 - Gateway closed this series on March 11, 1992 after
receiving $10,105,000 from 625 Assignees.  Equity in Losses of
Project Partnerships decreased from $448,680 for the six months
ended September 30, 1995 to $372,679 for the six months ended
September 30, 1996.  Overall, management believes these Project
Partnerships are operating as expected and are generating tax
credits which meet projections.

  At September 30, 1996, the Series had $340,857 of short-term
investments (Cash and Cash Equivalents).  It also had $469,241 in
Zero Coupon Treasuries.  Management believes these sources of funds
are sufficient to meet the Series' current and ongoing operating
costs for the foreseeable future, and to pay part of the Asset
Management Fee.

  As disclosed on the statement of cash flows, the Series had a net
loss of $429,450 for the six months ended September 30, 1996. 
However, after adjusting for Equity in Losses of Project
Partnerships of $372,679 and the changes in operating assets and
liabilities net cash used in operating activities was $61,118. 
Cash provided by investing activities totaled $12,984 consisting of
cash distributions received from the Project Partnerships.  There
were no unusual events or trends to describe.

<PAGE>
                                    PART II. OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

a.   Exhibits - NONE

b.   Reports on Form 8-K - NONE

<PAGE>
                                            SIGNATURES


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


                                                 GATEWAY TAX CREDIT FUND II LTD.
                                                 (A Florida Limited Partnership)
                                                 By:  RJ Credit Partners, Inc.
                                                 Managing General Partner




Date:  November 13, 1996                         By:/s/ Ronald M. Diner 
                                                 Ronald M. Diner
                                                 President



Date:  November 13, 1996                         By:/s/ Sandra L. Furey  
                                                 Sandra L. Furey
                                                 Secretary and Treasurer


<PAGE>