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, 1997 

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, 1997
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 July 11, 1997
                    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, 
                                                     1997            1997   
                                                 -----------     -----------
SERIES 2                                         (Unaudited)      (Audited) 
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  147,709      $  138,561 
   Investments in Securities                         45,976          45,757 
                                                 ----------      ---------- 
     Total Current Assets                           193,685         184,318 

   Investments in Securities                        314,424         346,730 
   Investments in Project
          Partnerships, Net                         637,689         814,883 
                                                 ----------      ---------- 
       Total Assets                              $1,145,798      $1,345,931 
                                                 ==========      ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   39,195      $   43,644 

Long-Term Liabilities:
   Payable to General Partners                      262,995         261,410 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at September 30, and March 31, 1997
    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 and March 31, 1997
    issued and outstanding                          888,972       1,084,268 
General Partners                                    (45,364)        (43,391)
                                                 ----------      ---------- 
     Total Partners' Equity                         843,608       1,040,877 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $1,145,798      $1,345,931 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS

                                              SEPTEMBER 30,       MARCH 31, 
                                                      1997           1997   
                                                 -----------      ----------
SERIES 3                                         (Unaudited)      (Audited) 
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  119,991      $  109,925 
   Investments in Securities                         40,895          40,699 
                                                 ----------      ---------- 
     Total Current Assets                           160,886         150,624 

   Investments in Securities                        279,673         308,410 
   Investments in Project
          Partnerships, Net                         447,024         584,189 
                                                 ----------      ---------- 
       Total Assets                              $  887,583      $1,043,223 
                                                 ==========      ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   46,304      $   48,117 

Long-Term Liabilities:
   Payable to General Partners                      204,214         212,944 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at September 30 and March 31, 1997
    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 and March 31, 1997
    issued and outstanding                          678,510         822,156 
General Partners                                    (41,445)        (39,994)
                                                 ----------      ---------- 
     Total Partners' Equity                         637,065         782,162 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $  887,583      $1,043,223 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS

                                              SEPTEMBER 30,       MARCH 31, 
                                                      1997           1997   
                                                 -----------      ----------
SERIES 4                                         (Unaudited)      (Audited) 
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  188,876      $  182,773 
   Investments in Securities                         51,810          51,562 
                                                 ----------      ---------- 
     Total Current Assets                           240,686         234,335 

   Investments in Securities                        354,317         390,723 
   Investments in Project
          Partnerships, Net                       1,258,446       1,423,319 
                                                 ----------      ---------- 
       Total Assets                              $1,853,449      $2,048,377 
                                                 ==========      ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   51,347      $   52,967 

Long-Term Liabilities:
   Payable to General Partners                      243,207         246,861 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at September 30 and March 31, 1997
    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 and March 31, 1997
    issued and outstanding                        1,603,960       1,791,717 
General Partners                                    (45,065)        (43,168)
                                                 ----------      ---------- 
     Total Partners' Equity                       1,558,895       1,748,549 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $1,853,449      $2,048,377 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS

                                              SEPTEMBER 30,       MARCH 31, 
                                                      1997           1997   
                                                 -----------      ----------
SERIES 5                                         (Unaudited)      (Audited) 
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  265,157      $  259,006 
   Investments in Securities                         64,574          64,266 
                                                 ----------      ---------- 
     Total Current Assets                           329,731         323,272 

   Investments in Securities                        441,611         486,986 
   Investments in Project
          Partnerships, Net                       1,875,106       2,268,632 
                                                 ----------      ---------- 
       Total Assets                              $2,646,448      $3,078,890 
                                                 ==========      ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   68,966      $   70,909 

Long-Term Liabilities:
   Payable to General Partners                      228,112         237,669 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at September 30 and March 31, 1997
    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 and March 31, 1997 
    issued and outstanding                        2,401,499       2,818,232 
General Partners                                    (52,129)        (47,920)
                                                 ----------      ---------- 
     Total Partners' Equity                       2,349,370       2,770,312 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $2,646,448      $3,078,890 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS

                                              SEPTEMBER 30,       MARCH 31, 
                                                      1997           1997   
                                                 -----------      ----------
SERIES 6                                         (Unaudited)      (Audited) 
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  337,620      $  396,736 
   Investments in Securities                         47,162          45,870 
                                                 ----------      ---------- 
     Total Current Assets                           384,782         442,606 

   Investments in Securities                        407,396         393,657 
   Investments in Project
          Partnerships, Net                       3,494,396       3,912,526 
                                                 ----------      ---------- 
       Total Assets                              $4,286,574      $4,748,789 
                                                 ==========      ========== 


LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   64,088      $   66,605 

Long-Term Liabilities:
   Payable to General Partners                      290,086         293,418 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at September 30 and March 31, 1997
    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 and March 31, 1997
    issued and outstanding                        3,981,803       4,433,605 
General Partners                                    (49,403)        (44,839)
                                                 ----------      ---------- 
     Total Partners' Equity                       3,932,400       4,388,766 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $4,286,574      $4,748,789 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS

                                              SEPTEMBER 30,       MARCH 31, 
                                                      1997           1997   
                                                 -----------      ----------
TOTAL SERIES 2 - 6                               (Unaudited)      (Audited) 
ASSETS
Current Assets:
   Cash and Cash Equivalents                    $ 1,059,353     $ 1,087,001 
   Investments in Securities                        250,417         248,154 
                                                -----------     ----------- 
     Total Current Assets                         1,309,770       1,335,155 

   Investments in Securities                      1,797,421       1,926,506 
   Investments in Project
          Partnerships, Net                       7,712,661       9,003,549 
                                                -----------     ----------- 
       Total Assets                             $10,819,852     $12,265,210 
                                                ===========     =========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                  $   269,900     $   282,242 

Long-Term Liabilities:
   Payable to General Partners                    1,228,614       1,252,302 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at September 30 and March 31, 1997
    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 and March 31, 1997
    issued and outstanding                        9,554,744      10,949,978 
General Partners                                   (233,406)       (219,312)
                                                -----------     ----------- 
     Total Partners' Equity                       9,321,338      10,730,666 
                                                -----------     ----------- 
       Total Liabilities and
          Partners Equity                       $10,819,852     $12,265,210 
                                                ===========     =========== 
                      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,

                                                     1997               1996   
SERIES 2                                         -----------        ---------- 
Revenues:
   Interest Income                               $   10,457         $    9,144 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 17,222             17,250 
   General and Administrative-
     General Partner                                  2,344              1,676 
   General and Administrative-
     Other                                            5,577              7,158 
   Amortization                                         592              1,203 
                                                 -----------        ---------- 
     Total Expenses                                  25,735             27,287 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (15,278)           (18,143)
Equity in Losses of Project
 Partnerships                                       (45,452)          (116,078)
                                                 -----------        -----------
Net Loss                                         $  (60,730)        $ (134,221)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $  (60,123)        $ (132,879)
   General Partners                                    (607)            (1,342)
                                                 -----------        -----------
                                                 $  (60,730)        $ (134,221)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $    (9.80)        $   (21.66)
   
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,

                                                     1997               1996   
SERIES 3                                         -----------        ---------- 
Revenues:
   Interest Income                               $    7,787         $    8,024 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 15,948             15,982 
   General and Administrative-
     General Partner                                  2,451              1,751 
   General and Administrative-
     Other                                            5,011             10,281 
   Amortization                                        (404)               319 
                                                 -----------        ---------- 
     Total Expenses                                  23,006             28,333 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (15,219)           (20,309)
Equity in Losses of Project
 Partnerships                                       (56,357)          (120,574)
                                                 -----------        -----------
Net Loss                                         $  (71,576)        $ (140,883)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $  (70,860)        $ (139,474)
   General Partners                                    (716)            (1,409)
                                                 -----------        -----------
                                                 $  (71,576)        $ (140,883)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (12.99)        $   (25.56)
   
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,

                                                      1997              1996   
SERIES 4                                         -----------        ---------- 
Revenues:
   Interest Income                               $   10,277         $   10,625 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 19,568             19,596 
   General and Administrative-
     General Partner                                  3,089              2,209 
   General and Administrative-
     Other                                            6,656              7,384 
   Amortization                                        (489)               847 
                                                 -----------        ---------- 
     Total Expenses                                  28,824             30,036 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (18,547)           (19,411)
Equity in Losses of Project
 Partnerships                                       (27,064)          (155,597)
                                                 -----------        -----------
Net Loss                                         $  (45,611)        $ (175,008)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $  (45,155)        $ (173,258)
   General Partners                                    (456)            (1,750)
                                                 -----------        -----------
                                                 $  (45,611)        $ (175,008)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $    (6.53)        $   (25.06)
   
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,

                                                     1997               1996   
SERIES 5                                         -----------        ---------- 
Revenues:
   Interest Income                               $   13,213         $   13,576 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 24,211             24,253 
   General and Administrative-
     General Partner                                  3,835              2,742 
   General and Administrative-
     Other                                            8,695              9,406 
   Amortization                                       2,751              3,116 
                                                 -----------        ---------- 
     Total Expenses                                  39,492             39,517 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (26,279)           (25,941)
Equity in Losses of Project
 Partnerships                                      (218,011)          (250,900)
                                                 -----------        -----------
Net Loss                                         $ (244,290)        $ (276,841)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $ (241,847)        $ (274,073)
   General Partners                                  (2,443)            (2,768)
                                                 -----------        -----------
                                                 $ (244,290)        $ (276,841)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (28.07)        $   (31.81)
   
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,

                                                     1997               1996   
SERIES 6                                         -----------        ---------- 
Revenues:
   Interest Income                               $   12,484         $   12,071 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 26,851             26,916 
   General and Administrative-
     General Partner                                  4,047              2,895 
   General and Administrative-
     Other                                            8,622              6,909 
   Amortization                                       5,512              5,664 
                                                 -----------        ---------- 
     Total Expenses                                  45,032             42,384 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (32,548)           (30,313)
Equity in Losses of Project
 Partnerships                                      (171,286)          (174,399)
                                                 -----------        -----------
Net Loss                                         $ (203,834)        $ (204,712)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $ (201,796)        $ (202,665)
   General Partners                                  (2,038)            (2,047)
                                                 -----------        -----------
                                                 $ (203,834)        $ (204,712)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (19.97)        $   (20.06)
   
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,

                                                     1997                1996  
TOTAL SERIES 2-6                                ------------       ----------- 
Revenues:
   Interest Income                              $    54,218        $    53,440 
                                                ------------       ----------- 
Expenses:
   Asset Management Fee-
     General Partner                                103,800            103,997 
   General and Administrative-
     General Partner                                 15,766             11,273 
   General and Administrative-
     Other                                           34,561             41,138 
   Amortization                                       7,962             11,149 
                                                ------------       ----------- 
     Total Expenses                                 162,089            167,557 
                                                ------------       ----------- 

Loss Before Equity in Losses of
 Project Partnerships                              (107,871)          (114,177)
Equity in Losses of Project
 Partnerships                                      (518,170)          (817,548)
                                                ------------       ------------
Net Loss                                        $  (626,041)       $  (931,665)
                                                ============       ============
Allocation of Net Loss:
   Assignees                                    $  (619,781)       $  (922,348)
   General Partners                                  (6,260)            (9,317)
                                                ------------       ------------
                                                $  (626,041)       $  (931,665)
                                                ============       ============







                      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,

                                                     1997               1996   
SERIES 2                                         -----------        ---------- 
Revenues:
   Interest Income                               $   20,193         $   18,436 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 34,444             34,500 
   General and Administrative-
     General Partner                                  4,216              3,340 
   General and Administrative-
     Other                                            6,804              9,205 
   Amortization                                       1,184              2,406 
                                                 -----------        ---------- 
     Total Expenses                                  46,648             49,451 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (26,455)           (31,015)
Equity in Losses of Project
 Partnerships                                      (170,814)          (236,730)
                                                 -----------        -----------
Net Loss                                         $ (197,269)        $ (267,745)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $ (195,296)        $ (265,068)
   General Partners                                  (1,973)            (2,677)
                                                 -----------        -----------
                                                 $ (197,269)        $ (267,745)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (31.83)        $   (43.20)
   
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,

                                                     1997               1996   
SERIES 3                                         -----------        ---------- 
Revenues:
   Interest Income                               $   15,087         $   15,679 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 31,896             31,964 
   General and Administrative-
     General Partner                                  4,408              3,493 
   General and Administrative-
     Other                                            6,392             12,158 
   Amortization                                        (808)               638 
                                                 -----------        ---------- 
     Total Expenses                                  41,888             48,253 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (26,801)           (32,574)
Equity in Losses of Project
 Partnerships                                      (118,296)          (190,302)
                                                 -----------        -----------
Net Loss                                         $ (145,097)        $ (222,876)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $ (143,646)        $ (220,647)
   General Partners                                  (1,451)            (2,229)
                                                 -----------        -----------
                                                 $ (145,097)        $ (222,876)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (26.33)        $   (40.44)
   
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,

                                                      1997              1996   
SERIES 4                                         -----------        ---------- 
Revenues:
   Interest Income                               $   20,014         $   20,859 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 39,136             39,192 
   General and Administrative-
     General Partner                                  5,557              4,403 
   General and Administrative-
     Other                                            8,233              9,963 
   Amortization                                        (978)             1,694 
                                                 -----------        ---------- 
     Total Expenses                                  51,948             55,252 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (31,934)           (34,393)
Equity in Losses of Project
 Partnerships                                      (157,720)          (305,961)
                                                 -----------        -----------
Net Loss                                         $ (189,654)        $ (340,354)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $ (187,757)        $ (336,950)
   General Partners                                  (1,897)            (3,404)
                                                 -----------        -----------
                                                 $ (189,654)        $ (340,354)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (27.15)        $   (48.73)
   
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,

                                                     1997               1996   
SERIES 5                                         -----------        ---------- 
Revenues:
   Interest Income                               $   25,745         $   26,713 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 48,422             48,506 
   General and Administrative-
     General Partner                                  6,898              5,466 
   General and Administrative-
     Other                                           10,596             12,399 
   Amortization                                       5,502              6,232 
                                                 -----------        ---------- 
     Total Expenses                                  71,418             72,603 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (45,673)           (45,890)
Equity in Losses of Project
 Partnerships                                      (375,269)          (410,071)
                                                 -----------        -----------
Net Loss                                         $ (420,942)        $ (455,961)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $ (416,733)        $ (451,401)
   General Partners                                  (4,209)            (4,560)
                                                 -----------        -----------
                                                 $ (420,942)        $ (455,961)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (48.37)        $   (52.39)
   
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,

                                                     1997               1996   
SERIES 6                                         -----------        ---------- 
Revenues:
   Interest Income                               $   24,723         $   23,987 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 53,702             53,832 
   General and Administrative-
     General Partner                                  7,281              5,770 
   General and Administrative-
     Other                                           10,880              9,828 
   Amortization                                      11,024             11,328 
                                                 -----------        ---------- 
     Total Expenses                                  82,887             80,758 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (58,164)           (56,771)
Equity in Losses of Project
 Partnerships                                      (398,202)          (372,679)
                                                 -----------        -----------
Net Loss                                         $ (456,366)        $ (429,450)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $ (451,802)        $ (425,155)
   General Partners                                  (4,564)            (4,295)
                                                 -----------        -----------
                                                 $ (456,366)        $ (429,450)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (44.71)        $   (42.07)
   
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,

                                                     1997                1996  
TOTAL SERIES 2-6                                ------------       ----------- 
Revenues:
   Interest Income                              $   105,762        $   105,674 
                                                ------------       ----------- 
Expenses:
   Asset Management Fee-
     General Partner                                207,600            207,994 
   General and Administrative-
     General Partner                                 28,360             22,472 
   General and Administrative-
     Other                                           42,905             53,553 
   Amortization                                      15,924             22,298 
                                                ------------       ----------- 
     Total Expenses                                 294,789            306,317 
                                                ------------       ----------- 

Loss Before Equity in Losses of
 Project Partnerships                              (189,027)          (200,643)
Equity in Losses of Project
 Partnerships                                    (1,220,301)        (1,515,743)
                                                ------------       ------------
Net Loss                                        $(1,409,328)       $(1,716,386)
                                                ============       ============
Allocation of Net Loss:
   Assignees                                    $(1,395,234)       $(1,699,221)
   General Partners                                 (14,094)           (17,165)
                                                ------------       ------------
                                                $(1,409,328)       $(1,716,386)
                                                ============       ============







                      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, 1997 AND 1996:


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

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 
                              ============        ==========       ============



Balance at
 March 31, 1997               $ 1,084,268         $ (43,391)       $ 1,040,877 

Net Loss                         (195,296)           (1,973)          (197,269)
                              ------------        ----------       ------------
Balance at
 September 30, 1997           $   888,972         $ (45,364)       $   843,608 
                              ============        ==========       ============




                      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, 1997 AND 1996:


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

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 
                              ============        ==========       ============


Balance at
 March 31, 1997               $   822,156         $ (39,994)       $   782,162 

Net Loss                         (143,646)           (1,451)          (145,097)
                              ------------        ----------       ------------
Balance at
 September 30, 1997           $   678,510         $ (41,445)       $   637,065 
                              ============        ==========       ============




                      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, 1997 AND 1996:


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

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 
                              ============        ==========       ============


Balance at
 March 31, 1997               $ 1,791,717         $ (43,168)       $ 1,748,549 

Net Loss                         (187,757)           (1,897)          (189,654)
                              ------------        ----------       ------------
Balance at
 September 30, 1997           $ 1,603,960         $ (45,065)       $ 1,558,895 
                              ============        ==========       ============




                      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, 1997 AND 1996:


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

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 
                              ============        ==========       ============


Balance at
 March 31, 1997               $ 2,818,232         $ (47,920)       $ 2,770,312 

Net Loss                         (416,733)           (4,209)          (420,942)
                              ------------        ----------       ------------
Balance at
 September 30, 1997           $ 2,401,499         $ (52,129)       $ 2,349,370 
                              ============        ==========       ============




                      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, 1997 AND 1996:


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

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           $ 4,915,120         $ (39,976)       $ 4,875,143 
                              ============        ==========       ============


Balance at
 March 31, 1997               $ 4,433,605         $ (44,839)         4,388,766 

Net Loss                         (451,802)           (4,564)          (456,366)
                              ------------        ----------       ------------
Balance at
 September 30, 1997           $ 3,981,803         $ (49,403)       $ 3,932,400 
                              ============        ==========       ============






                      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, 1997 AND 1996:


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

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 
                              ============        ==========       ============


Balance at
 March 31, 1997               $10,949,978         $(219,312)       $10,730,666 

Net Loss                       (1,395,234)          (14,094)        (1,409,328)
                              ------------        ----------       ------------
Balance at
 September 30, 1997           $ 9,554,744         $(233,406)       $ 9,321,338 
                              ============        ==========       ============




                      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, 1997 AND 1996:
                                                      1997               1996  
SERIES 2                                           ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                     $  (197,269)       $  (267,745)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                                     1,184              2,406 
     Accreted Interest Income
     on Investments in
     Securities                                     (13,605)           (14,183)
     Equity in Losses of
      Project Partnerships                          170,814            236,730 
     Interest Income from Redemption
      of Securities                                  13,628             10,359 
     Payment of Asset Management Fee                (32,000)           (31,000)
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                            29,135             31,950 
                                                ------------       ------------
         Net Cash Provided by
         (Used in) Operating
         Activities                                 (28,113)           (31,483)
                                                ------------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                             5,196              5,709 
   Redemption of Investment
     in Securities                                   32,065             33,294 
                                                ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                                     37,261             39,003 
                                                ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                     9,148              7,520 
Cash and Cash Equivalents at
 Beginning of Year                                  138,561            135,519 
                                                ------------       ------------
Cash and Cash Equivalents at
 End of Year                                    $   147,709        $   143,039 
                                                ============       ============
                      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, 1997 AND 1996:
                                                      1997               1996  
SERIES 3                                           ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                     $  (145,097)       $  (222,876)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                                      (808)               638 
     Accreted Interest Income
     on Investments in
     Securities                                     (12,101)           (12,616)
     Equity in Losses of
      Project Partnerships                          118,296            190,302 
     Interest Income from Redemption
      of Securities                                  12,121              9,214 
     Payment of Asset Management Fee                (40,000)           (38,000)
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                            29,457             29,274 
                                                ------------       ------------
         Net Cash Used in
         Operating
         Activities                                 (38,132)           (44,064)
                                                ------------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                            19,677             23,757 
   Redemption of Investment
     in Securities                                   28,521             29,617 
                                                ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                                     48,198             53,374 
                                                ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                    10,066              9,310 
Cash and Cash Equivalents at
 Beginning of Year                                  109,925             97,988 
                                                ------------       ------------
Cash and Cash Equivalents at
 End of Year                                    $   119,991        $   107,298 
                                                ============       ============
                      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, 1997 AND 1996:
                                                      1997               1996  
SERIES 4                                           ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                     $  (189,654)       $  (340,354)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                                      (978)             1,694 
     Accreted Interest Income
     on Investments in
     Securities                                     (15,331)           (15,983)
     Equity in Losses of
      Project Partnerships                          157,720            305,961 
     Interest Income from Redemption
      of Securities                                  15,358             11,674 
     Payment of Asset Management Fee                (42,000)           (41,000)
      Changes in Operating Assets
      and Liabilities:
      Increase in Payable to
         General Partners                            36,724             36,115 
                                                ------------       ------------
         Net Cash Used in
         Operating
         Activities                                 (38,161)           (41,893)
                                                ------------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                             8,131             10,900 
   Redemption of Investment
     in Securities                                   36,133             37,522 
                                                ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                                     44,264             48,422 
                                                ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                     6,103              6,529 
Cash and Cash Equivalents at
 Beginning of Year                                  182,773            178,506 
                                                ------------       ------------
Cash and Cash Equivalents at
 End of Year                                    $   188,876        $   185,035 
                                                ============       ============
                      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, 1997 AND 1996:
                                                      1997               1996  
SERIES 5                                           ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                     $  (420,942)       $  (455,961)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                                     5,502              6,232 
     Accreted Interest Income
     on Investments in
     Securities                                     (19,108)           (19,921)
     Equity in Losses of
      Project Partnerships                          375,269            410,071 
     Interest Income from Redemption
      of Securities                                  19,140             14,550 
     Payment of Asset Management Fee                (57,000)           (57,000)
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                            45,500             44,584 
                                                ------------       ------------
         Net Cash Used in
         Operating
         Activities                                 (51,639)           (57,445)
                                                ------------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                            12,755              6,462 
   Redemption of Investment
     in Securities                                   45,035             46,767 
                                                ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                                     57,790             53,229 
                                                ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                     6,151             (4,216)
Cash and Cash Equivalents at
 Beginning of Year                                  259,006            257,549 
                                                ------------       ------------
Cash and Cash Equivalents at
 End of Year                                    $   265,157        $   253,333 
                                                ============       ============
                      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, 1997 AND 1996:
                                                      1997               1996  
SERIES 6                                           ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                      $ (456,366)        $ (429,450)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                                    11,024             11,328 
     Accreted Interest Income
     on Investments in
     Securities                                     (15,031)           (15,171)
     Equity in Losses of
      Project Partnerships                          398,202            372,679 
     Interest Income from Redemption
      of Securities                                       0                  0 
     Payment of Asset Management Fee                (56,000)           (50,000)
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                            50,151             49,496 
                                                 -----------       ------------
         Net Cash Used in
         Operating
         Activities                                 (68,020)           (61,118)
                                                  ----------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                             8,904             12,984 
   Redemption of Investment
     in Securities                                        0                  0 
                                                 -----------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                                      8,904             12,984 
                                                 -----------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                   (59,116)           (48,134)
Cash and Cash Equivalents at
 Beginning of Year                                  396,736            388,991 
                                                 -----------       ------------
Cash and Cash Equivalents at
 End of Year                                    $   337,620        $   340,857 
                                                 ===========       ============
                      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, 1997 AND 1996:
                                                      1997               1996  
TOTAL SERIES 2-6                                   ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                     $(1,409,328)       $(1,716,386)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                                    15,924             22,298 
     Accreted Interest Income
     on Investments in
     Securities                                     (75,176)           (77,874)
     Equity in Losses of
      Project Partnerships                        1,220,301          1,515,743 
     Interest Income from Redemption
      of Securities                                  60,247             45,797 
     Payment of Asset Management Fee               (227,000)          (217,000)
      Changes in Operating Assets
      and Liabilities:
       Increase in Payable to
         General Partners                           190,967            191,419 
                                                ------------       ------------
         Net Cash Used in
         Operating
         Activities                                (224,065)          (236,003)
                                                ------------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                            54,663             59,812 
   Redemption of Investment
     in Securities                                  141,754            147,200 
                                                ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                                    196,417            207,012 
                                                ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                   (27,648)           (28,991)
Cash and Cash Equivalents at
 Beginning of Year                                1,087,001          1,058,553 
                                                ------------       ------------
Cash and Cash Equivalents at
 End of Year                                    $ 1,059,353        $ 1,029,562 
                                                ============       ============
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                               NOTES TO FINANCIAL STATEMENTS
                                        (Unaudited)
                                    SEPTEMBER 30, 1997

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 partn-
er, 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 March 31, 1997, Gateway had
received capital contributions of $1,000 from the General
Partners and $37,228,000 from Beneficial Assignee Certificate
investors (the "Assignees").  The fiscal year of Gateway for
reporting purposes ends on March 31.

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

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

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

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


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

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

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

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

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

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

Offering and Commission Costs

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

Income Taxes

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

Reclassifications

  For comparability, the 1996 and 1995 figures have been
reclassified, where appropriate, to conform with the financial
statement presentation used in 1997.

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, 1997.  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, 1997 Balance Sheet includes Investment in
Securities consisting of U.S. Government Security Strips which
represents their cost, plus accreted interest income of
$129,801 for Series 2, $112,787 for Series 3, $142,889 for
Series 4, $178,093 for Series 5 and $129,490 for Series 6.  
For convenience, the Investment in Securities are commonly
held in a brokerage account with Raymond James and Associates,
Inc.   A separate accounting is maintained for each series'
share of the investments.
                                                                  Gross  
                                        Cost Plus              Unrealized
                     Estimated           Accreted               Gains and
                  Market Value           Interest                (Losses)

Series 2             $ 384,219           $360,400               $ 23,819 
Series 3               341,645            320,568                 21,077 
Series 4               432,997            406,126                 26,871 
Series 5               539,507            506,185                 33,322 
Series 6               474,552            454,558                 19,994 

  As of September 30, 1997, the cost and accreted interest of
debt securities by contractual maturities is as follows:

                                         Series 2                Series 3

Due within 1 year                       $  45,976               $  40,895
After 1 year through 5 years              169,176                 150,479
After 5 years through 10 years            145,248                 129,194
                                        ---------               ---------
  Total Amount Carried on
      Balance Sheet                     $ 360,400               $ 320,568
                                        =========               =========

                                         Series 4                Series 5

Due within 1 year                       $  51,810               $  64,574
After 1 year through 5 years              190,642                 237,610
After 5 years through 10 years            163,674                 204,001
                                        ---------               ---------
  Total Amount Carried on
       Balance Sheet                    $ 406,126               $ 506,185
                                        =========               =========

                                         Series 6                   Total

Due within 1 year                       $  47,162               $ 250,417
After 1 year through 5 years              188,009                 935,916
After 5 years through 10 years            219,387                 861,504
                                        ---------               ---------
  Total Amount Carried on
       Balance Sheet                    $ 454,558              $2,047,837
                                        =========               =========


NOTE 4 - RELATED PARTY TRANSACTIONS:

  The Payable to General Partners primarily represents the
asset management fees owed to the General Partners at the end
of the period.  It is unsecured, due on demand and, in
accordance with the limited partnership agreement, non-
interest bearing.  Within the next 12 months, the Managing
General Partner does not intend to demand payment on the
portion of Asset Management Fees payable classified as long-
term on the Balance Sheet.

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

  For the six months ended September 30, 1997 and 1996 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.
                                             1997                   1996 
                                             ----                  ------
  Series 2                              $  34,444               $  34,500
  Series 3                                 31,896                  31,964
  Series 4                                 39,136                  39,192
  Series 5                                 48,422                  48,506
  Series 6                                 53,702                  53,832
                                        ---------               ---------
  Total                                 $ 207,600               $ 207,994
                                        =========               =========

  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.

  Series 2                              $   4,216                $  3,340
  Series 3                                  4,408                   3,493
  Series 4                                  5,557                   4,403
  Series 5                                  6,898                   5,466
  Series 6                                  7,281                   5,770
                                        ---------                --------
  Total                                 $  28,360                $ 22,472
                                        =========                ========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As of September 30, 1997, 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,
                                                           1997         1997   
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)                                                 42,694        39,734 

Cumulative equity in losses of
Project Partnerships (2)                              (4,193,185)   (4,022,371)

Cumulative distributions received
from Project Partnerships                                (56,817)      (51,621)

Acquisition fees and expenses                            390,838       390,838 

Accumulated amortization of
acquisition fees and expenses                            (70,519)      (66,375)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $   637,689   $   814,883 
                                                     ============  ============
(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, 1997 and March 31, 1997 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 $251,655 for the period ended September 30,
1997 and cumulative suspended losses of $145,935 for the year ended
March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of September 30, 1997, 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,
                                                           1997         1997   
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)                                                 46,017        41,993 

Cumulative equity in losses of
Project Partnerships (2)                              (3,741,909)   (3,623,613)

Cumulative distributions received
from Project Partnerships                               (163,654)     (143,977)

Acquisition fees and expenses                            491,746       491,746 

Accumulated amortization of
acquisition fees and expenses                            (73,889)      (70,673)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $   447,024   $   584,189 
                                                     ============  ============
(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, 1997 and March 31, 1997 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 $749,079 for the period ended September 30,
1997 and cumulative suspended losses of $569,390 for the year ended
March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of September 30, 1997, 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,
                                                           1997         1997   
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)                                                 81,753        74,647 

Cumulative equity in losses of
Project Partnerships (2)                              (4,161,101)   (4,003,381)

Cumulative distributions received
from Project Partnerships                                (84,382)      (76,251)

Acquisition fees and expenses                            562,967       562,967 

Accumulated amortization of
acquisition fees and expenses                            (93,310)      (87,182)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $ 1,258,446   $ 1,423,319 
                                                     ============  ============

(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, 1997 and March 31, 1997 these
excess costs were $411,863. 
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative 
suspended losses of $220,442 for the period ended September 30,
1997 and cumulative suspended losses of $106,365 for the year ended
March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of September 30, 1997, 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,
                                                           1997         1997   
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)                                                 36,217        33,149 

Cumulative equity in losses of
Project Partnerships (2)                              (4,753,897)   (4,378,628)

Cumulative distributions received
from Project Partnerships                               (117,890)     (105,135)

Acquisition fees and expenses                            650,837       650,837 

Accumulated amortization of
acquisition fees and expenses                           (104,633)      (96,063)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $ 1,875,106   $ 2,268,632 
                                                     ============  ============

(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, 1997 and March 31, 1997 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 $73,359 for the period ended September 30, 1997
and cumulative suspended losses of $25,401 for the year ended March
31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of September 30, 1997, 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,
                                                           1997         1997   
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)                                                 (3,147)       (2,849)

Cumulative equity in losses of
Project Partnerships (2)                              (4,531,098)   (4,132,896)

Cumulative distributions received
from Project Partnerships                               (102,076)      (93,172)

Acquisition fees and expenses                            785,179       785,179 

Accumulated amortization of
acquisition fees and expenses                           (116,677)     (105,951)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $ 3,494,396   $ 3,912,526 
                                                     ============  ============

(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, 1997 and March 31, 1997 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 $126,174 for the period ended September 30,
1997 and cumulative suspended losses of $89,395 for the year ended
March 31, 1997 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,
                                                           1997         1997   
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)                                                203,534       186,674 

Cumulative equity in losses of
Project Partnerships                                 (21,381,190)  (20,160,889)

Cumulative distributions received
from Project Partnerships                               (524,819)     (470,156)

Acquisition fees and expenses                          2,881,567     2,881,567 

Accumulated amortization of
acquisition fees and expenses                           (459,028)     (426,244)
                                                    ------------- -------------

Investments in
 Project Partnerships                               $  7,712,661  $  9,003,549 
                                                    ============= =============

<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:

                                                      1997             1996    
SERIES 2                                       -------------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                              $  1,645,940       $  1,583,447 
   Investment properties, net                    22,168,236         22,950,706 
   Other assets                                      10,058              2,377 
                                               -------------      -------------
     Total assets                              $ 23,824,234       $ 24,536,530 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $    428,623       $    423,058 
   Long-term debt                                23,257,739         23,290,759 
                                               -------------      -------------
     Total liabilities                           23,686,362         23,713,817 

Partners' Equity
   Limited Partner                                   63,980            733,799 
   General Partners                                  73,892             88,914 
                                               -------------       ------------
                                                    137,872            822,713 
     Total liabilities and
     partners' equity                          $ 23,824,234       $ 24,536,530 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $  1,342,960       $  1,287,603 
Expenses:
   Operating expenses                               734,845            656,094 
   Interest expense                                 417,630            414,340 
   Depreciation and amortization                    469,812            479,176 
                                               -------------      -------------
     Total expenses                               1,622,287          1,549,610 

       Net loss                                $   (279,327)      $   (262,007)
                                               =============      =============
   Other partners' share
    of net loss                                $     (2,793)      $     (2,620)
   Partnership's share
    of net loss                                $   (276,534)      $   (259,387)
     Suspended loss                                 105,720             22,657 
                                               -------------      -------------
   Equity in Loss of
      Project Partnerships                     $   (170,814)      $   (236,730)
                                               =============      =============
 <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:

                                                      1997             1996    
SERIES 3                                       -------------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                              $  2,094,496       $  1,966,829 
   Investment properties, net                    19,383,407         20,223,468 
   Other assets                                     236,415            233,517 
                                               -------------      -------------
     Total assets                              $ 21,714,318       $ 22,423,814 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $    543,028       $    492,234 
   Long-term debt                                21,830,460         21,871,583 
                                               -------------      -------------
     Total liabilities                           22,373,488         22,363,817 

Partners' Equity
   Limited Partner                                 (986,004)          (304,933)
   General Partners                                 326,834            364,930 
                                               -------------       ------------
                                                   (659,170)            59,997 
     Total liabilities and
     partners' equity                          $ 21,714,318       $ 22,423,814 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $  1,210,651       $  1,217,433 
Expenses:
   Operating expenses                               742,330            744,049 
   Interest expense                                 308,623            292,418 
   Depreciation and amortization                    460,693            463,155 
                                               -------------      -------------
     Total expenses                               1,511,646          1,499,622 

       Net loss                                $   (300,995)      $   (282,189)
                                               =============      =============
   Other partners' share
    of net loss                                $     (3,010)      $     (2,822)
   Partnership's share
    of net loss                                $   (297,985)      $   (279,367)
     Suspended loss                                 179,689             89,065 
                                               -------------      -------------
   Equity in Loss of
      Project Partnerships                     $   (118,296)      $   (190,302)
                                               =============      =============
<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:

                                                      1997             1996    
SERIES 4                                       -------------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                              $  2,100,912       $  1,936,500 
   Investment properties, net                    25,828,907         26,784,353 
   Other assets                                      24,858             22,385 
                                               -------------      -------------
     Total assets                              $ 27,954,677       $ 28,743,238 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $    562,752       $    589,582 
   Long-term debt                                26,611,866         26,641,940 
                                               -------------      -------------
     Total liabilities                           27,174,618         27,231,522 

Partners' Equity
   Limited Partner                                  529,747          1,227,606 
   General Partners                                 250,312            284,110 
                                               -------------       ------------
                                                    780,059          1,511,716 
     Total liabilities and
     partners' equity                          $ 27,954,677       $ 28,743,238 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $  1,592,236       $  1,568,591 
Expenses:
   Operating expenses                               882,888            903,525 
   Interest expense                                 462,018            459,990 
   Depreciation and amortization                    521,872            528,400 
                                               -------------      -------------
     Total expenses                               1,866,778          1,891,915 

       Net loss                                $   (274,542)      $   (323,324)
                                               =============      =============
   Other partners' share
    of net loss                                $     (2,745)      $     (3,233)
   Partnership's share
    of net loss                                $   (271,797)      $   (320,091)
     Suspended loss                                 114,077             14,130 
                                               -------------      -------------
   Equity in Loss of
      Project Partnerships                     $   (157,720)      $   (305,961)
                                               =============      =============
<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:

                                                      1997             1996    
SERIES 5                                       -------------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                              $  2,731,776       $  2,463,229 
   Investment properties, net                    32,306,100         33,612,772 
   Other assets                                       4,958              2,123 
                                               -------------      -------------
     Total assets                              $ 35,042,834       $ 36,078,124 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $    824,094       $    807,295 
   Long-term debt                                32,897,396         32,945,488 
                                               -------------      -------------
     Total liabilities                           33,721,490         33,752,783 

Partners' Equity
   Limited Partner                                1,347,051          2,321,219 
   General Partners                                 (25,707)             4,122 
                                               -------------       ------------
                                                  1,321,344          2,325,341 
     Total liabilities and
     partners' equity                          $ 35,042,834       $ 36,078,124 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $  1,778,167       $  1,761,025 
Expenses:
   Operating expenses                             1,064,849          1,074,848 
   Interest expense                                 453,197            403,404 
   Depreciation and amortization                    687,623            696,986 
                                               -------------      -------------
     Total expenses                               2,205,669          2,175,238 

       Net loss                                $   (427,502)      $   (414,213)
                                               =============      =============
   Other partners' share
    of net loss                                $     (4,275)      $     (4,142)
   Partnership's share
    of net loss                                $   (423,227)      $   (410,071)
     Suspended loss                                  47,958                  0 
                                               -------------      -------------
   Equity in Loss of
      Project Partnerships                     $   (375,269)      $   (410,071)
                                               =============    ============== 
<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:

                                                      1997             1996    
SERIES 6                                       -------------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                              $  2,904,433       $  2,611,371 
   Investment properties, net                    36,416,742         37,716,660 
   Other assets                                      15,352             23,382 
                                               -------------      -------------
     Total assets                              $ 39,336,527       $ 40,351,413 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $    880,880       $    928,080 
   Long-term debt                                35,836,877         35,827,365 
                                               -------------      -------------
     Total liabilities                           36,717,757         36,755,445 

Partners' Equity
   Limited Partner                                2,748,170          3,708,349 
   General Partners                                (129,400)          (112,381)
                                               -------------       ------------
                                                  2,618,770          3,595,968 
     Total liabilities and
     partners' equity                          $ 39,336,527       $ 40,351,413 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $  2,044,084       $  1,973,212 
Expenses:
   Operating expenses                             1,094,214          1,093,105 
   Interest expense                                 652,781            499,641 
   Depreciation and amortization                    736,464            772,892 
                                               -------------      -------------
     Total expenses                               2,483,459          2,365,638 

       Net loss                                $   (439,375)      $   (392,426)
                                               =============      =============
   Other partners' share
    of net loss                                 $    (4,394)      $     (3,924)
   Partnership's share
    of net loss                                $   (434,981)      $   (388,502)
     Suspended loss                                  36,779             15,823 
                                               -------------      -------------
   Equity in Loss of
      Project Partnerships                     $   (398,202)      $   (372,679)
                                               =============    ============== 
<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:

                                                      1997             1996    
TOTAL SERIES 2 - 6                             -------------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                              $ 11,477,557       $ 10,561,376 
   Investment properties, net                   136,103,392        141,287,959 
   Other assets                                     291,641            283,784 
                                               -------------      -------------
     Total assets                              $147,872,590       $152,133,119 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $  3,239,377       $  3,240,249 
   Long-term debt                               140,434,338        140,577,135 
                                               -------------      -------------
     Total liabilities                          143,673,715        143,817,384 

Partners' Equity
   Limited Partner                                3,702,944          7,686,040 
   General Partners                                 495,931            629,695 
                                               -------------       ------------
                                                  4,198,875          8,315,735 
     Total liabilities and
     partners' equity                          $147,872,590       $152,133,119 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $  7,968,098       $  7,807,864 
Expenses:
   Operating expenses                             4,519,126          4,471,621 
   Interest expense                               2,294,249          2,069,793 
   Depreciation and amortization                  2,876,464          2,940,609 
                                               -------------      -------------
     Total expenses                               9,689,839          9,482,023 

       Net loss                                $ (1,721,741)      $ (1,674,159)
                                               =============      =============
   Other partners' share
    of net loss                                $    (17,217)      $    (16,741)
   Partnership's share
    of net loss                                $ (1,704,524)      $ (1,657,418)
     Suspended loss                                 484,223            141,675 
                                               -------------      -------------
   Equity in Loss of
      Project Partnerships                     $ (1,220,301)      $ (1,515,743)
                                               =============    ============== 
<PAGE>
Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations, Liquidity and Capital Resources

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

  As disclosed on the statement of operations for each Series,
except as described below, interest income is comparable for the
six and three months ended September 30, 1997 and September 30,
1996.  The General and Administrative expenses - General Partner
and General and Administrative expenses - Other for the six and
three months ended September 30, 1997 are comparable for the same
periods ended September 30, 1996.  There were no unusual variations
in the operating results between these two periods.

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

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

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

  Series 2 - Gateway closed this series on September 14, 1990 after
receiving $6,136,000 from 375 Assignees.  Equity in Losses of
Project Partnerships for the six months ended September 30, 1997
decreased from $236,730 for the six months ended September 30, 1996
to $170,814 as a result of not including losses of $105,720 in 1997
as compared to $22,657 in 1996, as these losses would reduce the
investment in certain Project Partnerships below zero. In general,
it is common in the real estate industry to experience losses for
financial and tax reporting purposes because of the non-cash
expenses of depreciation and amortization. As a result, management
expects that this Series, as well as those described below, will
report its equity in Project Partnerships as a loss for tax and
financial reporting purposes.  Overall, management believes the
Project Partnerships are operating as expected and are generating
tax credits which meet projections.

  At September 30, 1997, the Series had $147,709 of short-term
investments (Cash and Cash Equivalents).  It also had $360,400 in
Zero Coupon Treasuries with annual maturities providing $47,508 in
fiscal year 1999 increasing to $66,285 in fiscal year 2007. 
Management believes the sources of funds are sufficient to meet
current and ongoing operating costs for the foreseeable future, and
to pay part of the Asset Management Fee.
 
  As disclosed on the statement of cash flows, the Series had a net
loss of $197,269 for the six months ended September 30, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $170,814 and the changes in operating assets and 
liabilities, net cash used in operating activities was $28,113,
primarily due to the payment of the Asset Management Fee of
$32,000.  Cash provided by investing activities totaled $37,261,
consisting of $5,196 in cash distributions from the Project
Partnerships and $32,065 from matured Zero Coupon Treasuries. There
were no unusual events or trends to describe.

  Series 3 - Gateway closed this series on December 13, 1990 after
receiving $5,456,000 from 398 Assignees.  Equity in Losses of
Project Partnerships for the six months ended September 30, 1997
decreased from $190,302 for the six months ended September 30, 1996
to $118,296 as a result of not including losses of $179,689 in 1997
as compared to $89,065 in 1996, as these losses would reduce the
investment in certain Project Partnerships below zero. 

At September 30, 1997, the Series had $119,991 of short-term
investments (Cash and Cash Equivalents).  It also had $320,568 in
Zero Coupon Treasuries with annual maturities providing $42,244 in
fiscal year 1999 increasing to $58,940 in fiscal year 2007. 
Management believes the sources of funds are sufficient to meet
current and ongoing operating costs for the foreseeable future, and
to pay part of the Asset Management Fee.
 
  As disclosed on the statement of cash flows, the Series had a net
loss of $145,097 for the six months ended September 30, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $118,296 and the changes in operating assets and
liabilities, net cash used in operating activities was $38,132,
primarily due to the Payment of the Asset Management Fee of
$40,000.  Cash provided by investing activities totaled $48,198,
consisting of $19,677 in cash distributions from the Project
Partnerships and $28,521 from matured Zero Coupon Treasuries. There
were no unusual events or trends to describe.

  Series 4 - Gateway closed this series on May 31, 1991 after
receiving $6,915,000 from 465 Assignees.  Equity in Losses of
Project Partnerships for the six months ended September 30, 1997
decreased from $305,961 for the six months ended September 30, 1996
to $157,720 as a result of not including losses of $114,077 in 1997
as compared to $14,130 in 1996, as these losses would reduce the
investment in certain Project Partnerships below zero. 

  At September 30, 1997, the Series had $188,876 of short-term
investments (Cash and Cash Equivalents).  It also had $406,126 in
Zero Coupon Treasuries with annual maturities providing $53,539 in
fiscal year 1999 increasing to $74,700 in fiscal year 2007. 
Management believes the sources of funds are sufficient to meet
current and ongoing operating costs for the foreseeable future, and
to pay part of the Asset Management Fee.
 
  As disclosed on the statement of cash flows, the Series had a net
loss of $189,654 for the six months ended September 30, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $157,750 and the changes in operating assets and 
liabilities, net cash used in operating activities was $38,161,
primarily due to the payment of the Asset Management Fee of
$42,000.  Cash provided by investing activities totaled $44,264,
consisting of $8,131 in cash distributions from the Project
Partnerships and $36,133 from matured Zero Coupon Treasuries. There
were no unusual events or trends to describe.

  Series 5 - Gateway closed this series on October 11, 1991 after
receiving $8,616,000 from 535 Assignees.  Equity in Losses of
Project Partnerships for the six months ended September 30, 1997 
decreased from $410,071 for the six months ended September 30, 1996
to $375,269 as a result of not including losses of $47,958 in 1997
as compared to $0 in 1996, as these losses would reduce the
investment in certain Project Partnerships below zero. 

  At September 30, 1997, the Series had $265,157 of short-term
investments (Cash and Cash Equivalents).  It also had $506,185 in
Zero Coupon Treasuries with annual maturities providing $66,709 in
fiscal year 1999 increasing to $93,075 in fiscal year 2007. 
Management believes the sources of funds are sufficient to meet
current and ongoing operating costs for the foreseeable future, and
to pay part of the Asset Management Fee.
 
  As disclosed on the statement of cash flows, the Series had a net
loss of $420,942 for the six months ended September 30, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $375,269 and the changes in operating assets and 
liabilities, net cash used in operating activities was $51,639,
primarily due to the payment of the Asset Management Fee of
$57,000.  Cash provided by investing activities totaled $57,790,
consisting of $12,755 in cash distributions from the Project
Partnerships and $45,035 from matured Zero Coupon Treasuries. There
were no unusual events or trends to describe.


  Series 6 - Gateway closed this series on March 11, 1992 after
receiving $10,105,000 from 625 Assignees.  Equity in Losses of
Project Partnerships were comparable for the six months ended
September 30, 1997 and September 30, 1996.  

  At September 30, 1997, the Series had $337,620 of short-term
investments (Cash and Cash Equivalents).  It also had $454,558 in
Zero Coupon Treasuries with annual maturities providing $48,000 in
fiscal year 1999 increasing to $83,000 in fiscal year 2007. 
Management believes the sources of funds are sufficient to meet
current and ongoing operating costs for the foreseeable future, and
to pay part of the Asset Management Fee.
 
  As disclosed on the statement of cash flows, the Series had a net
loss of $456,366 for the six months ended September 30, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $398,202 and the changes in operating assets and 
liabilities, net cash used in operating activities was $68,020,
primarily due to the payment of the Asset Management Fee of
$56,000.  Cash provided by investing activities totaled $8,904,
consisting of cash distributions from the Project Partnerships. 
There were no unusual events or trends to describe.
<PAGE>

                                            SIGNATURES


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


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






Date:  November 3, 1997                   By:/s/ Ronald M. Diner 
                                          Ronald M. Diner
                                          President



Date:  November 3, 1997                   By:/s/ Sandra L. Furey  
                                          Sandra L. Furey
                                          Secretary and Treasurer
<PAGE>