SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549
                                     
                                 FORM 10-Q

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

For The Quarterly Period Ended             June 30, 1998

Commission File Number              0-19022

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

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

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

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

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

                      YES     X         NO

                                              Number of Units
      Title of Each Class                      June 30, 1998
Beneficial Assignee Certificates:
$1,000 per certificate                              37,228

                    DOCUMENTS INCORPORATED BY REFERENCE
                                     
              Parts I and II, 1998 Form 10-K, filed with the
            Securities and Exchange Commission on July 13, 1998
            Parts III and IV - Form S-11 Registration Statement
                and all amendments and supplements thereto
                             File No. 33-31821
<PAGE>
PART I - Financial Information
 Item 1.  Financial Statements
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 2                                       June 30,        March 31,
                                                 1998             1998
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   207,499     $   160,851
 Investments in Securities                           47,009          47,501
                                               ------------    ------------
  Total Current Assets                              254,508         208,352
                                                                           
 Investments in Securities                          285,633         326,412
 Investments in Project Partnerships, Net           437,658         510,805
                                              -------------   -------------
    Total Assets                                $   977,799     $ 1,045,569
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         43,956          46,190
                                              -------------   -------------
  Total Current Liabilities                          43,956          46,190
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        312,798         296,195
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at June 30, 1998 and March                                    
31, 1998 have been issued to the assignees                                 
Assignees                                                                  
 Units of beneficial interest of the                                       
limited partnership interest of the                                        
assignor limited partner, $1,000 stated                                    
value per BAC, 37,228 at June 30, 1998 and                                 
March 31, 1998, issued and outstanding              668,634         749,952
General Partners                                    (47,589)        (46,768)
                                              -------------   -------------
  Total Partners' Equity                            621,045         703,184
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   977,799     $ 1,045,569
                                              =============   =============
                                                             
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     

SERIES 3                                       June 30,        March 31,
                                                 1998            1998
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   187,557     $   135,622
 Investments in Securities                           41,183          42,252
                                               ------------    ------------
  Total Current Assets                              228,740         177,874
                                                                           
 Investments in Securities                          254,695         290,336
 Investments in Project Partnerships, Net           312,742         378,000
                                              -------------   -------------
    Total Assets                                $   796,177     $   846,210
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         48,264          50,773
                                              -------------   -------------
  Total Current Liabilities                          48,264          50,773
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        250,079         234,783
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at June 30, 1998 and March 31,                                
1998 have been issued to the assignees                                     
Assignees                                                                  
 Units of beneficial interest of the                                       
limited partnership interest of the                                        
assignor limited partner, $1,000 stated                                    
value per BAC, 37,228 at June 30, 1998 and                                 
March 31, 1998, issued and outstanding              540,671         602,863
General Partners                                    (42,837)        (42,209)
                                              -------------   -------------
  Total Partners' Equity                            497,834         560,654
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   796,177     $   846,210
                                              =============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 4                                       June 30,        March 31,
                                                 1998            1998
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   254,529     $   196,876
 Investments in Securities                           52,972          53,529
                                               ------------    ------------
  Total Current Assets                              307,501         250,405
                                                                           
 Investments in Securities                          321,875         367,826
 Investments in Project Partnerships, Net           905,146         981,823
                                              -------------   -------------
    Total Assets                                $ 1,534,522     $ 1,600,054
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         53,185          56,202
                                              -------------   -------------
  Total Current Liabilities                          53,185          56,202
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        299,473         280,718
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at June 30, 1998 and March 31,                                
1998 have been issued to the assignees                                     
Assignees                                                                  
 Units of beneficial interest of the                                       
limited partnership interest of the                                        
assignor limited partner, $1,000 stated                                    
value per BAC, 37,228 at June 30, 1998 and                                 
March 31, 1998, issued and outstanding            1,230,699       1,311,156
General Partners                                    (48,835)        (48,022)
                                              -------------   -------------
  Total Partners' Equity                          1,181,864       1,263,134
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 1,534,522     $ 1,600,054
                                              =============   =============
                                                            
                                     
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 5                                       June 30,        March 31,
                                                 1998             1998
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   350,299     $   280,813
 Investments in Securities                           66,024          66,717
                                               ------------    ------------
  Total Current Assets                              416,323         347,530
                                                                           
 Investments in Securities                          401,175         458,448
 Investments in Project Partnerships, Net         1,371,904       1,500,087
                                              -------------   -------------
    Total Assets                                $ 2,189,402     $ 2,306,065
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         71,478          74,748
                                              -------------   -------------
  Total Current Liabilities                          71,478          74,748
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        297,708         274,507
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at June 30, 1998 and March                                    
31, 1998 have been issued to the assignees                                 
Assignees                                                                  
 Units of beneficial interest of the                                       
limited partnership interest of the                                        
assignor limited partner, $1,000 stated                                    
value per BAC, 37,228 at June 30, 1998 and                                 
March 31, 1998, issued and outstanding            1,877,637       2,012,865
General Partners                                    (57,421)        (56,055)
                                              -------------   -------------
  Total Partners' Equity                          1,820,216       1,956,810
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 2,189,402     $ 2,306,065
                                              =============   =============
                                                             
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 6                                       June 30,        March 31,
                                                 1998             1998
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   408,748     $   406,255
 Investments in Securities                           49,335          48,608
                                               ------------    ------------
  Total Current Assets                              458,083         454,863
                                                                           
 Investments in Securities                          379,539         373,009
 Investments in Project Partnerships, Net         2,906,493       3,102,793
                                              -------------   -------------
    Total Assets                                $ 3,744,115     $ 3,930,665
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         67,247          70,482
                                              -------------   -------------
  Total Current Liabilities                          67,247          70,482
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        367,316         341,554
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at June 30, 1998 and March                                    
31, 1998 have been issued to the assignees                                 
Assignees                                                                  
 Units of beneficial interest of the                                       
limited partnership interest of the                                        
assignor limited partner, $1,000 stated                                    
value per BAC, 37,228 at June 30, 1998 and                                 
March 31, 1998, issued and outstanding            3,365,183       3,572,169
General Partners                                    (55,631)        (53,540)
                                              -------------   -------------
  Total Partners' Equity                          3,309,552       3,518,629
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 3,744,115     $ 3,930,665
                                              =============   =============
                                                             
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
TOTAL SERIES 2 - 6                             June 30,        March 31,
                                                 1998            1998
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $ 1,408,632     $ 1,180,417
 Investments in Securities                          256,523         258,607
                                               ------------    ------------
  Total Current Assets                            1,665,155       1,439,024
                                                                           
 Investments in Securities                        1,642,917       1,816,031
 Investments in Project Partnerships, Net         5,933,943       6,473,508
                                              -------------   -------------
    Total Assets                                $ 9,242,015     $ 9,728,563
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                        284,130         298,395
                                              -------------   -------------
  Total Current Liabilities                         284,130         298,395
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                      1,527,374       1,427,757
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at June 30, 1998 and March 31,                                
1998 have been issued to the assignees                                     
Assignees                                                                  
 Units of beneficial interest of the                                       
limited partnership interest of the                                        
assignor limited partner, $1,000 stated                                    
value per BAC, 37,228 at June 30, 1998 and                                 
March 31, 1998, issued and outstanding            7,682,823       8,249,005
General Partners                                   (252,312)       (246,594)
                                              -------------   -------------
  Total Partners' Equity                          7,430,511       8,002,411
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 9,242,015     $ 9,728,563
                                              =============   =============
                                                            
                                     

              See accompanying notes to financial statements.
<PAGE>

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30,
                                (Unaudited)
SERIES 2                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $     9,029   $     9,736
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                17,193        17,222
 General and Administrative:                                             
  General Partner                                     1,851         1,872
  Other                                               1,533         1,227
 Amortization                                         1,345           592
                                               ------------  ------------
  Total Expenses                                     21,922        20,913
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (12,893)      (11,177)
Equity in Losses of Project Partnerships            (69,246)     (125,362)
                                               ------------  ------------
Net Loss                                       $    (82,139) $   (136,539)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                          (81,318)     (135,174)
 General Partners                                      (821)       (1,365)
                                               ------------  ------------
                                               $    (82,139) $   (136,539)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $     (13.25) $     (22.03)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              6,136         6,136
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.

<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30,
                                (Unaudited)
SERIES 3                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $     7,505   $     7,300
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                15,911        15,948
 General and Administrative:                                             
  General Partner                                     1,935         1,957
  Other                                               1,757         1,381
 Amortization                                         1,115         (404)
                                               ------------  ------------
  Total Expenses                                     20,718        18,882
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (13,213)      (11,582)
Equity in Losses of Project Partnerships            (49,607)      (61,939)
                                               ------------  ------------
Net Loss                                       $    (62,820) $    (73,521)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                          (62,192)      (72,786)
 General Partners                                      (628)         (735)
                                               ------------  ------------
                                               $    (62,820) $    (73,521)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $     (11.40) $     (13.34)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              5,456         5,456
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30,
                                (Unaudited)
SERIES 4                                        1998             1997
                                                ----             ----
Revenues:                                                                 
 Interest Income                                $     9,773    $     9,737
                                               ------------   ------------
Expenses:                                                                 
 Asset Management Fee-General Partner                19,533         19,568
 General and Administrative:                                              
  General Partner                                     2,440          2,468
  Other                                               1,981          1,577
 Amortization                                         2,264          (489)
                                               ------------   ------------
  Total Expenses                                     26,218         23,124
                                               ------------   ------------
Loss Before Equity in Losses of Project                                   
Partnerships                                        (16,445)       (13,387)
Equity in Losses of Project Partnerships            (64,825)      (130,656)
                                               ------------   ------------
Net Loss                                       $    (81,270)  $   (144,043)
                                               ============   ============
Allocation of Net Loss:                                                   
 Assignees                                          (80,457)      (142,603)
 General Partners                                      (813)        (1,440)
                                               ------------   ------------
                                               $    (81,270)  $   (144,043)
                                               ============   ============
Net Loss Per Beneficial Assignee                                          
Certificate                                    $     (11.64)  $     (20.62)
Number of Beneficial Assignee                  ============   ============
Certificates Outstanding                              6,915          6,915
                                               ============   ============
                                                                          


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30,
                                (Unaudited)
SERIES 5                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    12,625   $    12,532
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                24,166        24,211
 General and Administrative:                                             
  General Partner                                     3,029         3,063
  Other                                               2,547         1,901
 Amortization                                         3,256         2,751
                                               ------------  ------------
  Total Expenses                                     32,998        31,926
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (20,373)      (19,394)
Equity in Losses of Project Partnerships           (116,221)     (157,258)
                                               ------------  ------------
Net Loss                                       $   (136,594) $   (176,652)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (135,228)     (174,885)
 General Partners                                    (1,366)       (1,767)
                                               ------------  ------------
                                               $   (136,594) $   (176,652)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $     (15.69) $     (20.30)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              8,616         8,616
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30,
                                (Unaudited)
SERIES 6                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    12,166   $    12,239
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                26,780        26,851
 General and Administrative:                                             
  General Partner                                     3,198         3,234
  Other                                               3,298         2,258
 Amortization                                         4,855         5,512
                                               ------------  ------------
  Total Expenses                                     38,131        37,855
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (25,965)      (25,616)
Equity in Losses of Project Partnerships           (183,112)     (226,916)
                                               ------------  ------------
Net Loss                                       $   (209,077) $   (252,532)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (206,986)     (250,007)
 General Partners                                    (2,091)       (2,525)
                                               ------------  ------------
                                               $   (209,077) $   (252,532)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $     (20.48) $     (24.74)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                             10,105        10,105
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30,
                                (Unaudited)
TOTAL SERIES 2 - 6                              1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    51,098   $    51,544
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner               103,583       103,800
 General and Administrative:                                             
  General Partner                                    12,453        12,594
  Other                                              11,116         8,344
 Amortization                                        12,835         7,962
                                               ------------  ------------
  Total Expenses                                    139,987       132,700
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (88,889)      (81,156)
Equity in Losses of Project Partnerships           (483,011)     (702,131)
                                               ------------  ------------
Net Loss                                       $   (571,900) $   (783,287)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (566,182)     (775,455)
 General Partners                                    (5,718)       (7,832)
                                               ------------  ------------
                                               $   (571,900) $   (783,287)
                                               ============  ============
                                                                         
                                                                         


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


                                                General            
SERIES 2                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $  1,084,268    $   (43,391)    $  1,040,877
                                                                           
Net Loss                           (135,174)        (1,365)        (136,539)
                              -------------    ------------   -------------
                                                                           
Balance at June 30, 1997       $    949,094    $   (44,756)    $    904,338
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $    749,952    $   (46,768)    $    703,184
                                                                           
Net Loss                            (81,318)          (821)         (82,139)
                              -------------    ------------   -------------
                                                                           
Balance at June 30, 1998       $    668,634    $   (47,589)    $    621,045
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.

<PAGE>



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


                                                General            
SERIES 3                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $    822,156    $   (39,994)    $    782,162
                                                                           
Net Loss                            (72,786)          (735)         (73,521)
                              -------------    ------------   -------------
                                                                           
Balance at June 30, 1997       $    749,370    $   (40,729)    $    708,641
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $    602,863    $   (42,209)    $    560,654
                                                                           
Net Loss                            (62,192)          (628)         (62,820)
                              -------------    ------------   -------------
                                                                           
Balance at June 30, 1998       $    540,671    $   (42,837)    $    497,834
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.

<PAGE>



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


                                                General            
SERIES 4                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $  1,791,717    $   (43,168)    $  1,748,549
                                                                           
Net Loss                           (142,603)        (1,440)        (144,043)
                              -------------    ------------   -------------
                                                                           
Balance at June 30, 1997       $  1,649,114    $   (44,608)    $  1,604,506
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $  1,311,156    $   (48,022)    $  1,263,134
                                                                           
Net Loss                            (80,457)          (813)         (81,270)
                              -------------    ------------   -------------
                                                                           
Balance at June 30, 1998       $  1,230,699    $   (48,835)    $  1,181,864
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.

<PAGE>



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


                                                General            
SERIES 5                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $  2,818,232    $   (47,920)    $  2,770,312
                                                                           
Net Loss                           (174,885)        (1,767)        (176,652)
                              -------------    ------------   -------------
                                                                           
Balance at June 30, 1997       $  2,643,347    $   (49,687)    $  2,593,660
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $  2,012,865    $   (56,055)    $  1,956,810
                                                                           
Net Loss                           (135,228)        (1,366)        (136,594)
                              -------------    ------------   -------------
                                                                           
Balance at June 30, 1998       $  1,877,637    $   (57,421)    $  1,820,216
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.

<PAGE>



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


                                                General            
SERIES 6                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $  4,433,605    $   (44,839)    $  4,388,766
                                                                           
Net Loss                           (250,007)        (2,525)        (252,532)
                              -------------    ------------   -------------
                                                                           
Balance at June 30, 1997       $  4,183,598    $   (47,364)    $  4,136,234
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $  3,572,169    $   (53,540)    $  3,518,629
                                                                           
Net Loss                           (206,986)        (2,091)        (209,077)
                              -------------    ------------   -------------
                                                                           
Balance at June 30, 1998       $  3,365,183    $   (55,631)    $  3,309,552
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.

<PAGE>



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


                                                General            
TOTAL SERIES 2 - 6             Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $ 10,949,978    $  (219,312)    $ 10,730,666
                                                                           
Net Loss                           (775,455)        (7,832)        (783,287)
                              -------------    ------------   -------------
                                                                           
Balance at June 30, 1997       $ 10,174,523    $  (227,144)    $  9,947,379
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $  8,249,005    $  (246,594)    $  8,002,411
                                                                           
Net Loss                           (566,182)        (5,718)        (571,900)
                              -------------    ------------   -------------
                                                                           
Balance at June 30, 1998       $  7,682,823    $  (252,312)    $  7,430,511
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.


<PAGE>



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

SERIES 2                                        1998            1997
--------                                        ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                   $   (82,139)     $  (136,539)
  Adjustments to Reconcile Net Loss to Net                                
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                   1,345              592
    Accreted Interest Income on Investments                               
in Securities                                     (6,231)          (6,669)
    Equity in Losses of Project                                           
Partnerships                                      69,246          125,362
    Interest Income from Redemption of                                    
Securities                                        16,834           13,628
    Payment of Asset Management Fee                    0                0
    Changes in Operating Assets and                                       
Liabilities:                                                              
    Increase in Payable to Other Series                0          156,308
    Increase in Payable to General Partners       14,369           16,757
                                             ------------     ------------
        Net Cash Used in Operating                                        
Activities                                        13,424          169,439
                                             ------------     ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                       2,556            2,640
  Redemption of Investment in Securities          30,668           32,065
                                             ------------     ------------
        Net Cash Provided by (Used in)                                    
Investing Activities                              33,224           34,705
                                             ------------     ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                       46,648          204,144
Cash and Cash Equivalents at Beginning of                                 
Year                                             160,851          138,561
                                             ------------     ------------
Cash and Cash Equivalents at  End of Year     $  207,499      $   342,705
                                             ============     ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
                                (Unaudited)
SERIES 3                                         1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                    $   (62,820)    $   (73,521)
  Adjustments to Reconcile Net Loss to Net                                
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                    1,115            (404)
    Accreted Interest Income on Investments                               
in Securities                                      (5,542)         (5,931)
    Equity in Losses of Project                                           
Partnerships                                       49,607          61,939
    Interest Income from Redemption of                                    
Securities                                         14,974          12,121
    Changes in Operating Assets and                                       
Liabilities:                                                              
    Increase in Receivable from Other                                     
Series                                                  0         (40,642)
    Increase in Payable to General                                        
Partners                                           12,787          15,433
                                              ------------    ------------
        Net Cash Used in Operating                                        
Activities                                         10,121         (31,005)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                       14,536           8,781
  Redemption of Investment in Securities           27,278          28,521
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
Investing Activities                               41,814          37,302
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                        51,935           6,297
Cash and Cash Equivalents at Beginning of                                 
Year                                              135,622         109,925
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $  187,557     $   116,222
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
                                (Unaudited)
SERIES 4                                         1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                    $   (81,270)    $  (144,043)
  Adjustments to Reconcile Net Loss to Net                                
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                    2,264            (489)
    Accreted Interest Income on Investments                               
in Securities                                      (7,021)         (7,514)
    Equity in Losses of Project                                           
Partnerships                                       64,825         130,656
    Interest Income from Redemption of                                    
Securities                                         18,970          15,358
    Changes in Operating Assets and                                       
Liabilities:                                                              
    Increase in Receivable from Other                                     
Series                                                  0         (51,491)
    Increase in Payable to General                                        
Partners                                           15,738          19,094
                                              ------------    ------------
        Net Cash Used in Operating                                        
Activities                                         13,506         (38,429)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                        9,588           6,835
  Redemption of Investment in Securities           34,559          36,133
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
Investing Activities                               44,147          42,968
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                        57,653           4,539
Cash and Cash Equivalents at Beginning of                                 
Year                                              196,876         182,773
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $  254,529     $   187,312
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
                                (Unaudited)
SERIES 5                                         1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                    $  (136,594)    $  (176,652)
  Adjustments to Reconcile Net Loss to Net                                
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                    3,256           2,751
    Accreted Interest Income on Investments                               
in Securities                                      (8,751)         (9,366)
    Equity in Losses of Project                                           
Partnerships                                      116,221          157,258
    Interest Income from Redemption of                                    
Securities                                         23,644           19,140
    Changes in Operating Assets and                                       
Liabilities:                                                              
    Increase in Receivable from Other                                     
Series                                                  0          (64,175)
    Increase in Payable to General                                        
Partners                                           19,931           23,825
                                              ------------    ------------
        Net Cash Used in Operating                                        
Activities                                         17,707          (47,219)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                        8,706            8,356
  Redemption of Investment in Securities           43,073           45,035
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
Investing Activities                               51,779           53,391
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                        69,486            6,172
Cash and Cash Equivalents at Beginning of                                 
Year                                              280,813          259,006
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $  350,299     $    265,178
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
                                (Unaudited)
SERIES 6                                         1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                    $  (209,077)    $  (252,532)
  Adjustments to Reconcile Net Loss to Net                                
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                    4,855           5,512
    Accreted Interest Income on Investments                               
in Securities                                      (7,257)         (7,411)
    Equity in Losses of Project                                           
Partnerships                                      183,112         226,916
    Interest Income from Redemption of                                    
Securities                                              0               0
    Changes in Operating Assets and                                       
Liabilities:                                                              
    Increase in Payable to General                                        
Partners                                           22,527          26,326
                                              ------------    ------------
        Net Cash Used in Operating                                        
Activities                                         (5,840)         (1,189)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                        8,333           6,391
  Redemption of Investment in Securities                0               0
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
Investing Activities                                8,333           6,391
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                         2,493           5,202
Cash and Cash Equivalents at Beginning of                                 
Year                                              406,255         396,736
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $  408,748     $   401,938
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
                                (Unaudited)
TOTAL SERIES 2 - 6                               1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                    $  (571,900)    $  (783,287)
  Adjustments to Reconcile Net Loss to Net                                
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                   12,835           7,962
    Accreted Interest Income on Investments                               
in Securities                                     (34,802)        (36,891)
    Equity in Losses of Project                                           
Partnerships                                      483,011         702,131
    Interest Income from Redemption of                                    
Securities                                         74,422          60,247
    Changes in Operating Assets and                                       
Liabilities:                                                              
    Increase in Receivable from Other                                     
Series                                                  0        (156,308)
    Increase in Payable to Other Series                 0         156,308
    Increase in Payable to General                                        
Partners                                           85,352         101,435
                                              ------------    ------------
        Net Cash Used in Operating                                        
Activities                                         48,918          51,597
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                       43,719          33,003
  Redemption of Investment in Securities          135,578         141,754
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
Investing Activities                              179,297         174,757
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                       228,215         226,354
Cash and Cash Equivalents at Beginning of                                 
Year                                            1,180,417       1,087,001
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year     $ 1,408,632     $ 1,313,355
                                              ============    ============
                                                                          
              See accompanying notes to financial statements.
<PAGE>
                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                                      
                        NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)
                                JUNE 30, 1998

NOTE 1 - ORGANIZATION:

  Gateway Tax Credit Fund II Ltd. ("Gateway"), a Florida Limited Partnership,
was  formed  September  12,  1989, under the  laws  of  Florida.   Operations
commenced  on September 14, 1990 for Series 2, September 28, 1990 for  Series
3,  February 1, 1991 for Series 4, July 1, 1991 for Series 5 and  January  1,
1992  for  Series  6.  Gateway has invested, as a limited partner,  in  other
limited partnerships ("Project Partnerships") each of which owns and operates
one  or  more apartment complexes expected to qualify for Low-Income  Housing
Tax  Credits.   Gateway will terminate on December 31, 2040,  or  sooner,  in
accordance with the terms of the Limited Partnership Agreement.  As  of  June
30,  1998,  Gateway  had received capital contributions of  $1,000  from  the
General   Partners  and  $37,228,000  from  Beneficial  Assignee  Certificate
investors  (the  "Assignees").   The fiscal year  of  Gateway  for  reporting
purposes ends on March 31.

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

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

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

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


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

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

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

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

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

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

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

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

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

 Gateway recognizes a decline in the carrying value of its investment in the
Project Partnerships when there is evidence of a non-temporary decline in the
recoverable amount of the investment.  There is a possibility that the
estimates relating to reserves for non-temporary declines in carrying value
of the investments in Project Partnerships may be subject to material near
term adjustments.

 Gateway, as a limited partner in the Project Partnerships, is subject to
risks inherent in the ownership of property which are beyond its control,
such as fluctuations in occupancy rates and operating expenses, variations in
rental schedules, proper maintenance and continued eligibility of tax
credits.  If the cost of operating a property exceeds the rental income
earned thereon, Gateway may deem it in its best interest to voluntarily
provide funds in order to protect its investment.


Cash and Cash Equivalents

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

Concentration of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

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

Offering and Commission Costs

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

Income Taxes

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

Reclassifications

  For  comparability, the 1997 and 1996 figures have been reclassified, where
appropriate,  to  conform with the financial statement presentation  used  in
1998.

Basis of Preparation

  The  unaudited financial statements presented herein have been prepared  in
accordance with the instructions to Form 10-Q and do not include all  of  the
information  and  note disclosures required by generally accepted  accounting
principles.   These  statements  should  be  read  in  conjunction  with  the
financial  statements and notes thereto included with the Partnership's  Form
10-K  for the year ended March 31, 1998.  In the opinion of management  these
financial statements include adjustments, consisting only of normal recurring
adjustments,  necessary  to  fairly  summarize  the  Partnership's  financial
position  and  results  of operations.  The results  of  operations  for  the
periods may not be indicative of the results to be expected for the year.


NOTE 3 - INVESTMENT IN SECURITIES:

   The  June  30,  1998  Balance  Sheet  includes  Investment  in  Securities
consisting  of U.S. Government Security Strips which represents  their  cost,
plus  accreted interest income of $129,711 for Series 2, $115,375 for  Series
3,  $146,168 for Series 4, $182,180 for Series 5 and $139,544 for  Series  6.
For  convenience,  the  Investment  in Securities  are  commonly  held  in  a
brokerage  account  with  Raymond James and  Associates,  Inc.    A  separate
accounting is maintained for each series' share of the investments.

                                                          Gross Unrealized
                   Estimated Market       Cost Plus          Gains and
                         Value        Accreted Interest       (Losses)
                   -----------------  -----------------   ----------------
Series 2                 $   362,286        $   332,643         $    29,643
Series 3                     322,141            295,878              26,263
Series 4                     408,280            374,847              33,433
Series 5                     508,710            467,199              41,511
Series 6                     459,521            428,874              41,511


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

                                  Series 2       Series 3       Series 4
                                  --------       --------       --------
Due with 1 year                    $   47,009     $   41,813     $   52,972
After 1 year through 5 years          172,485        153,420        194,368
After 5 years through 10 years        113,149        100,645        127,507
                                   ----------     ----------     ----------
  Total Amount Carried on                                                  
Balance Sheet                      $  332,643     $  295,878     $  374,847
                                   ==========     ==========     ==========


                                  Series 5       Series 6        Total
                                  --------       --------       --------
Due with 1 year                    $   66,024     $   49,335     $  257,153
After 1 year through 5 years          242,255        196,075        958,603
After 5 years through 10 years        158,920        183,464        683,685
                                   ----------     ----------     ----------
  Total Amount Carried on                                                  
Balance Sheet                      $  467,199     $  428,874     $1,899,441
                                   ==========     ==========     ==========


NOTE 4 - RELATED PARTY TRANSACTIONS:

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

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

  For  the  three  months  June 30, 1998 and 1997 the  General  Partners  and
affiliates  are  entitled  to compensation and reimbursement  for  costs  and
expenses incurred by Gateway as follows:


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

                            1998           1997
                            ----          ------
 Series 2              $  17,193       $  17,222
 Series 3                 15,911          15,948
 Series 4                 19,533          19,568
 Series 5                 24,166          24,211
 Series 6                 26,780          26,851
                       ---------       ---------
 Total                 $ 103,583       $ 103,800
                       =========       =========

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

 Series 2              $   1,851        $  1,872
 Series 3                  1,935           1,957
 Series 4                  2,440           2,468
 Series 5                  3,029           3,063
 Series 6                  3,198           3,234
                       ---------        --------
 Total                 $  12,453        $ 12,594
                       =========        ========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

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

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

SERIES 2                                        JUNE 30,       MARCH 31,
                                                  1998            1998
                                             --------------   ----------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $  4,524,678    $  4,524,678
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (1)                                 (4,380,029)     (4,310,783)
                                                                           
Cumulative distributions received from              (66,832)        (64,276)
Project Partnerships                           ------------   -------------
                                                                           
Investment in Project Partnerships before                                  
Adjustment                                           77,817         149,619
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      390,838         390,838
 Accumulated amortization of acquisition                                   
fees and expenses                                   (30,997)        (29,652)
                                                -----------    ------------
                                                                           
Investments in Project Partnerships            $    437,658    $    510,805
                                               ============    ============
                                                                           
  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $669,737  for  the  period ended June 30, 1998 and  cumulative  suspended
losses of $556,351 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 3                                        JUNE 30,       MARCH 31,
                                                  1998            1998
                                             --------------   ----------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $  3,888,713    $  3,888,713
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (1)                                 (3,871,388)     (3,821,781)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (161,112)       (146,576)
                                                -----------   -------------
Investment in Project Partnerships before                                  
Adjustment                                         (143,787)        (79,644)
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      491,746         491,746
 Accumulated amortization of acquisition                                   
fees and expenses                                   (35,217)        (34,102)
                                                -----------    ------------
                                                                           
Investments in Project Partnerships            $    312,742    $    378,000
                                               ============    ============
                                                                           

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of $1,121,221 for the period ended December 31, 1997 and cumulative suspended
losses of $1,033,078 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 4                                        JUNE 30,       MARCH 31,
                                                  1998            1998
                                             --------------   ----------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $  4,952,519    $  4,952,519
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (1)                                 (4,490,092)     (4,425,267)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                                (99,854)        (90,266)
                                                -----------   -------------
Investment in Project Partnerships before                                  
Adjustment                                          362,573         436,986
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      562,967         562,967
 Accumulated amortization of acquisition                                   
fees and expenses                                   (20,394)        (18,130)
                                                -----------    ------------
                                                                           
Investments in Project Partnerships            $    905,146    $    981,823
                                               ============    ============
                                                                           

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $583,809 for the period ended December 31, 1997 and cumulative  suspended
losses of $496,384 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 5                                        JUNE 30,       MARCH 31,
                                                  1998            1998
                                             --------------   ----------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $  6,164,472    $  6,164,472
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (1)                                 (5,223,578)     (5,107,357)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (140,896)       (132,190)
                                                -----------   -------------
Investment in Project Partnerships before                                  
Adjustment                                          799,998         924,925
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      650,837         650,837
 Accumulated amortization of acquisition                                   
fees and expenses                                   (78,931)        (75,675)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships            $  1,371,904    $  1,500,087
                                               ============    ============
                                                                           

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $320,482 for the period ended December 31, 1997 and cumulative  suspended
losses of $248,554 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 6                                        JUNE 30,       MARCH 31,
                                                  1998            1998
                                             --------------   ----------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $  7,462,215    $  7,462,215
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (1)                                 (5,077,931)     (4,894,819)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (130,039)       (121,706)
                                               ------------   -------------
Investment in Project Partnerships before                                  
Adjustment                                        2,254,245       2,445,690
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      785,179         785,179
 Accumulated amortization of acquisition                                   
fees and expenses                                  (132,931)       (128,076)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships            $  2,906,493    $  3,102,793
                                               ============    ============
                                                                           

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $273,943 for the period ended December 31, 1997 and cumulative  suspended
losses of $218,323 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

TOTAL SERIES 2 - 6                              JUNE 30,       MARCH 31,
                                                  1998            1998
                                             --------------   ----------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $ 26,992,597    $ 26,992,597
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (1)                                (23,043,018)    (22,560,007)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (598,733)       (555,014)
                                                -----------   -------------
Investment in Project Partnerships before                                  
Adjustment                                        3,350,846       3,877,576
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                    2,881,567       2,881,567
 Accumulated amortization of acquisition                                   
fees and expenses                                  (298,470)       (285,635)
                                                -----------    ------------
                                                                           
Investments in Project Partnerships            $  5,933,943    $  6,473,508
                                               ============    ============
<PAGE>
                                                                           
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
March 31, of each year:
                                                      MARCH 31,,
                                                 1998          1997
SERIES 2                                         ----          ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                              $ 1,697,340     $ 1,634,549
  Investment properties, net                   21,437,691      22,326,462
  Other assets                                     15,595          11,036
                                              -----------     -----------
    Total assets                              $23,150,626     $23,972,047
                                              ===========     ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                             452,263         467,917
  Long-term debt                               23,216,826      23,260,181
                                              -----------     -----------
    Total liabilities                          23,669,089      23,728,098
                                              -----------     -----------
Partners' equity                                                         
  Limited Partner                                (570,269)        168,997
  General Partners                                 51,806          74,952
                                              -----------     -----------
    Total Partners' equity                       (518,463)        243,949
                                              -----------     -----------
    Total liabilities and partners'                                      
equity                                        $23,150,626     $23,972,047
                                              ===========     ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                       $   674,916     $   663,171
Expenses:                                                                
  Operating expenses                              418,495         389,835
  Interest expense                                207,000         206,339
  Depreciation and amortization                   233,898         240,247
                                              -----------     -----------
    Total expenses                                859,393         836,421
                                                                         
      Net loss                                   (184,477)       (173,250)
                                              ===========     ===========
Other partners' share of net loss                  (1,845)         (1,733)
                                                                         
Partnerships' share of net loss                  (182,632)       (171,517)
Suspended losses                                  113,386          46,155
                                              -----------     -----------
Equity in Losses of Project Partnerships      $   (69,246)     $ (125,362)
                                              ===========     ===========
<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
March 31, of each year:
                                                    MARCH 31,,             
                                                1998            1997
SERIES 3                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,126,149    $ 2,051,340
  Investment properties, net                    18,667,551     19,561,292
  Other assets                                     224,455        243,192
                                               -----------    -----------
    Total assets                               $21,018,155    $21,855,824
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              430,047        538,944
  Long-term debt                                21,786,186     21,839,234
                                               -----------    -----------
    Total liabilities                           22,216,233     22,378,178
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                               (1,502,919)      (851,512)
  General Partners                                 304,841        329,158
                                               -----------    -----------
    Total Partners' equity                      (1,198,078)      (522,354)
                                               -----------    -----------
    Total liabilities and partners'                                      
equity                                         $21,018,155    $21,855,824
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $   634,021    $   613,571
Expenses:                                                                
  Operating expenses                               394,834        394,769
  Interest expense                                 150,037        154,508
  Depreciation and amortization                    228,291        230,423
                                               -----------    -----------
    Total expenses                                 773,162        779,700
                                                                         
      Net loss                                    (139,141)      (166,129)
                                               ===========    ===========
Other partners' share of net loss                   (1,391)        (1,661)
                                                                         
Partnerships' share of net loss                   (137,750)      (164,468)
Suspended losses                                    88,143        102,529
                                               -----------    -----------
Equity in Losses of Project Partnerships       $   (49,607)    $  (61,939)
                                               ===========    ===========
<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
March 31, of each year:
                                                    MARCH 31,,             
                                                1998            1997
SERIES 4                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,095,030    $ 2,016,453
  Investment properties, net                    25,028,888     26,071,590
  Other assets                                      44,390         24,404
                                               -----------    -----------
    Total assets                               $27,168,308    $28,112,447
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              558,948        647,739
  Long-term debt                                26,565,661     26,615,588
                                               -----------    -----------
    Total liabilities                           27,124,609     27,263,327
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                                 (179,134)       597,524
  General Partners                                 222,833        251,596
                                               -----------    -----------
    Total Partners' equity                          43,699        849,120
                                               -----------    -----------
    Total liabilities and partners'                                      
equity                                         $27,168,308    $28,112,447
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $   795,441    $   782,939
Expenses:                                                                
  Operating expenses                               453,909        478,798
  Interest expense                                 230,165        249,829
  Depreciation and amortization                    265,155        260,393
                                               -----------    -----------
    Total expenses                                 949,229        989,020
                                                                         
      Net loss                                    (153,788)      (206,081)
                                               ===========    ===========
Other partners' share of net loss                   (1,538)        (2,061)
                                                                         
Partnerships' share of net loss                   (152,250)      (204,020)
Suspended losses                                    87,425         73,364
                                               -----------    -----------
Equity in Losses of Project Partnerships       $   (64,825)    $ (130,656)
                                               ===========    ===========
<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
March 31, of each year:
                                                    MARCH 31,,             
                                                1998            1997
SERIES 5                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,732,243    $ 2,629,405
  Investment properties, net                    31,346,991     32,629,849
  Other assets                                      36,275          5,057
                                               -----------    -----------
    Total assets                               $34,115,509    $35,264,311
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              756,950        788,633
  Long-term debt                                32,829,165     32,899,775
                                               -----------    -----------
    Total liabilities                           33,586,115     33,688,408
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                                  599,983      1,599,064
  General Partners                                 (70,589)       (23,161)
                                               -----------    -----------
    Total Partners' equity                         529,394      1,575,903
                                               -----------    -----------
    Total liabilities and partners'                                      
equity                                         $34,115,509    $35,264,311
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $   902,914    $   880,340
Expenses:                                                                
  Operating expenses                               551,516        490,050
  Interest expense                                 208,096        219,451
  Depreciation and amortization                    333,352        343,782
                                               -----------    -----------
    Total expenses                               1,092,964      1,053,283
                                                                         
      Net loss                                    (190,050)      (172,943)
                                               ===========    ===========
Other partners' share of net loss                   (1,901)        (1,729)
                                                                         
Partnerships' share of net loss                   (188,149)      (171,214)
Suspended losses                                    71,928         13,956
                                               -----------    -----------
Equity in Losses of Project Partnerships       $  (116,221)    $ (157,258)
                                               ===========    ===========
<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
March 31, of each year:
                                                    MARCH 31,,             
                                                1998            1997
SERIES 6                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,988,191    $ 2,784,026
  Investment properties, net                    35,362,364     36,759,850
  Other assets                                      37,353         15,234
                                               -----------    -----------
    Total assets                               $38,387,908    $39,559,110
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              785,945        898,230
  Long-term debt                                35,743,123     35,847,402
                                               -----------    -----------
    Total liabilities                           36,529,068     36,745,632
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                                2,024,016      2,940,931
  General Partners                                (165,176)      (127,453)
                                               -----------    -----------
    Total Partners' equity                       1,858,840      2,813,478
                                               -----------    -----------
    Total liabilities and partners'            $38,387,908    $39,559,110
equity                                         ===========    ===========
                                                                         
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $   966,931    $   959,693
Expenses:                                                                
  Operating expenses                               580,494        562,341
  Interest expense                                 259,487        274,912
  Depreciation and amortization                    368,093        367,107
                                               -----------    -----------
    Total expenses                               1,208,074      1,204,360
                                                                         
      Net loss                                    (241,143)      (244,667)
                                               ===========    ===========
Other partners' share of net loss                   (2,411)        (2,447)
                                                                         
Partnerships' share of net loss                   (238,732)      (242,220)
Suspended losses                                    55,620         15,304
                                               -----------    -----------
Equity in Losses of Project Partnerships       $  (183,112)    $ (226,916)
                                               ===========    ===========
<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
March 31, of each year:
                                                  MARCH 31,,               
                                            1998               1997
TOTAL SERIES 2- 6                           ----               ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                            $ 11,638,953     $ 11,115,773
  Investment properties, net                 131,843,485      137,349,043
  Other assets                                   358,068          298,923
                                             -----------      -----------
    Total assets                            $143,840,506     $148,763,739
                                             ===========      ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                          2,984,153        3,341,463
  Long-term debt                             140,140,961      140,462,180
                                             -----------      -----------
    Total liabilities                        143,125,114      143,803,643
                                             -----------      -----------
Partners' equity                                                         
  Limited Partner                                371,677        4,455,004
  General Partners                               343,715          505,092
                                             -----------      -----------
    Total Partners' equity                       715,392        4,960,096
                                             -----------      -----------
    Total liabilities and partners'                                      
equity                                      $143,840,506     $148,763,739
                                             ===========      ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                      $ 3,974,223      $ 3,899,714
Expenses:                                                                
  Operating expenses                           2,399,248        2,315,793
  Interest expense                             1,054,785        1,105,039
  Depreciation and amortization                1,428,789        1,441,952
                                             -----------      -----------
    Total expenses                             4,882,822        4,862,784
                                                                         
      Net loss                                  (908,599)        (963,070)
                                             ===========      ===========
Other partners' share of net loss                 (9,086)          (9,631)
                                                                         
Partnerships' share of net loss                 (899,513)        (953,439)
Suspended losses                                 416,502          251,308
                                             -----------      -----------
Equity in Losses of Project                                              
Partnerships                                $   (483,011)     $  (702,131)
                                             ===========      ===========
<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 three  months  ended
June  30, 1998 and June 30, 1997.  The General and Administrative expenses  -
General Partner and General and Administrative expenses - Other for the three
months ended June 30, 1998 are comparable for the same period ended June  30,
1997.   There  were  no unusual variations in the operating  results  between
these two periods.

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

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

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

  Series 2 - Gateway closed this series on September 14, 1990 after receiving
$6,136,000 from 375 Assignees.  Equity in Losses of Project Partnerships  for
the  three  months ended June 30, 1998 decreased from $125,362 for the  three
months ended June 30, 1997 to $69,246 as a result of not including losses  of
$113,386 in 1998 as compared to $46,155 in 1997, as these losses would reduce
the investment in certain Project Partnerships below zero. In general, it  is
common in the real estate industry to experience losses for financial and tax
reporting  purposes  because  of the non-cash expenses  of  depreciation  and
amortization. As a result, management expects that this Series,  as  well  as
those  described below, will report its equity in Project Partnerships  as  a
loss  for tax and financial reporting purposes.  Overall, management believes
the  Project  Partnerships are operating as expected and are  generating  tax
credits which meet projections.

  At  June 30, 1998, the Series had $207,499 of short-term investments  (Cash
and  Cash Equivalents).  It also had $332,643 in Zero Coupon Treasuries  with
annual maturities providing $49,544 in fiscal year 2000 increasing to $66,285
in fiscal year 2007.  Management believes the sources of funds are sufficient
to  meet current and ongoing operating costs for the foreseeable future,  and
to pay part of the Asset Management Fee.

  As  disclosed on the statement of cash flows, the Series had a net loss  of
$82,139  for the three months ended June 30, 1998.  However, after  adjusting
for  Equity  in Losses of Project Partnerships of $69,246 and the changes  in
operating  assets and liabilities, net cash provided by operating  activities
was  $13,424, primarily due to the interest income from the maturity  of  the
Zero  Coupon  Treasuries.   Cash  provided by  investing  activities  totaled
$30,668,  consisting  of  $2,556  in  cash  distributions  from  the  Project
Partnerships and $30,668 from matured Zero Coupon Treasuries. There  were  no
unusual events or trends to describe.

  Series  3 - Gateway closed this series on December 13, 1990 after receiving
$5,456,000 from 398 Assignees.  Equity in Losses of Project Partnerships  for
the  three  months ended June 30, 1998 decreased from $61,939 for  the  three
months ended June 30, 1997 to $49,607 as a result of not including losses  of
$88,143 in 1998 as compared to $102,529 in 1997, as these losses would reduce
the investment in certain Project Partnerships below zero.

At June 30, 1998, the Series had $187,557 of short-term investments (Cash and
Cash  Equivalents).   It  also had $295,878 in Zero  Coupon  Treasuries  with
annual maturities providing $44,054 in fiscal year 2000 increasing to $58,940
in fiscal year 2007.  Management believes the sources of funds are sufficient
to  meet current and ongoing operating costs for the foreseeable future,  and
to pay part of the Asset Management Fee.

  As  disclosed on the statement of cash flows, the Series had a net loss  of
$62,820  for the three months ended June 30, 1998.  However, after  adjusting
for  Equity  in Losses of Project Partnerships of $49,607 and the changes  in
operating  assets and liabilities, net cash provided by operating  activities
was $10,121, primarily due to the Interest Income from the Redemption of Zero
Coupon  Treasuries of $14,974.  Cash provided by investing activities totaled
$41,814,  consisting  of  $14,536  in cash  distributions  from  the  Project
Partnerships and $27,278 from matured Zero Coupon Treasuries. There  were  no
unusual events or trends to describe.

  Series  4  -  Gateway  closed this series on May 31, 1991  after  receiving
$6,915,000 from 465 Assignees.  Equity in Losses of Project Partnerships  for
the  three  months ended June 30, 1998 decreased from $130,656 for the  three
months ended June 30, 1997 to $64,825.

  At  June 30, 1998, the Series had $254,529 of short-term investments  (Cash
and  Cash Equivalents).  It also had $374,847 in Zero Coupon Treasuries  with
annual maturities providing $55,834 in fiscal year 2000 increasing to $74,700
in fiscal year 2007.  Management believes the sources of funds are sufficient
to  meet current and ongoing operating costs for the foreseeable future,  and
to pay part of the Asset Management Fee.

  As  disclosed on the statement of cash flows, the Series had a net loss  of
$81,270  for the three months ended June 30, 1998.  However, after  adjusting
for  Equity  in Losses of Project Partnerships of $64,825 and the changes  in
operating  assets and liabilities, net cash provided by operating  activities
was  $13,506, primarily due to the Interest Income from the maturity of  Zero
Coupon  Treasuries of $18,970.  Cash provided by investing activities totaled
$44,147,  consisting  of  $9,588  in  cash  distributions  from  the  Project
Partnerships and $34,559 from matured Zero Coupon Treasuries. There  were  no
unusual events or trends to describe.

  Series  5  - Gateway closed this series on October 11, 1991 after receiving
$8,616,000 from 535 Assignees.  Equity in Losses of Project Partnerships  for
the  three  months ended June 30, 1998 decreased from $157,258 for the  three
months ended June 30, 1997 to $116,221 as a result of not including losses of
$71,928 in 1998 as compared to $13,956 in 1997, as these losses would  reduce
the investment in certain Project Partnerships below zero.

  At  June 30, 1998, the Series had $350,299 of short-term investments  (Cash
and  Cash Equivalents).  It also had $467,199 in Zero Coupon Treasuries  with
annual maturities providing $69,568 in fiscal year 2000 increasing to $93,075
in fiscal year 2007.  Management believes the sources of funds are sufficient
to  meet current and ongoing operating costs for the foreseeable future,  and
to pay part of the Asset Management Fee.

  As  disclosed on the statement of cash flows, the Series had a net loss  of
$136,594  for the three months ended June 30, 1998.  However, after adjusting
for  Equity in Losses of Project Partnerships of $116,221 and the changes  in
operating  assets and liabilities, net cash provided by operating  activities
was  $17,707, primarily due to the Interest Income from the maturity of  Zero
Coupon  Treasuries of $23,644.  Cash provided by investing activities totaled
$51,779,  consisting  of  $8,706  in  cash  distributions  from  the  Project
Partnerships and $43,073 from matured Zero Coupon Treasuries. There  were  no
unusual events or trends to describe.


  Series  6  -  Gateway closed this series on March 11, 1992 after  receiving
$10,105,000 from 625 Assignees.  Equity in Losses of Project Partnerships for
the  three  months ended June 30, 1998 decreased from $226,916 for the  three
months ended June 30, 1997 to $183,112 as a result of not including losses of
$15,304 in 1998 as compared to $55,620 in 1997, as these losses would  reduce
the investment in certain Project Partnerships below zero.

  At  June 30, 1998, the Series had $408,748 of short-term investments  (Cash
and  Cash Equivalents).  It also had $428,874 in Zero Coupon Treasuries  with
annual maturities providing $51,000 in fiscal year 2000 increasing to $83,000
in fiscal year 2007.  Management believes the sources of funds are sufficient
to  meet current and ongoing operating costs for the foreseeable future,  and
to pay part of the Asset Management Fee.

  As  disclosed on the statement of cash flows, the Series had a net loss  of
$209,077  for the three months ended June 30, 1998.  However, after adjusting
for  Equity in Losses of Project Partnerships of $183,112 and the changes  in
operating  assets and liabilities, net cash used in operating activities  was
$5,840,  primarily  due to the increase in payable to the  General  Partners.
Cash  provided  by  investing activities totaled $8,333, consisting  of  cash
distributions from the Project Partnerships.  There were no unusual events or
trends to describe.

<PAGE>
                           SIGNATURES


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


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






Date:  August 21, 1998     By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date:  August 21, 1998     By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer
<PAGE>