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             December 31, 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: (727)573-3800

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

                      YES     X         NO

                                              Number of Units
      Title of Each Class                    December 31, 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                                     December 31,      March 31,
                                                 1998             1998
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   169,081     $   160,851
 Investments in Securities                           48,741          47,501
                                               ------------    ------------
  Total Current Assets                              217,822         208,352
                                                                           
 Investments in Securities                          296,721         326,412
 Investments in Project Partnerships, Net           180,244         510,805
                                              -------------   -------------
    Total Assets                                $   694,787     $ 1,045,569
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         46,556          46,190
                                              -------------   -------------
  Total Current Liabilities                          46,556          46,190
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        310,635         296,195
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at December 31, 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 December 31,1998                                  
and March 31, 1998, issued and outstanding          388,020         749,952
General Partners                                    (50,424)        (46,768)
                                              -------------   -------------
  Total Partners' Equity                            337,596         703,184
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   694,787     $ 1,045,569
                                              =============   =============
                                                             
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     

SERIES 3                                     December 31,      March 31,
                                                 1998            1998
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   133,162     $   135,622
 Investments in Securities                           43,353          42,252
                                               ------------    ------------
  Total Current Assets                              176,515         177,874
                                                                           
 Investments in Securities                          263,929         290,336
 Investments in Project Partnerships, Net           130,696         378,000
                                              -------------   -------------
    Total Assets                                $   571,140     $   846,210
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         48,173          50,773
                                              -------------   -------------
  Total Current Liabilities                          48,173          50,773
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        233,133         234,783
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at December 31, 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 December 31, 1998                                 
and March 31, 1998, issued and outstanding          334,751         602,863    
General Partners                                    (44,917)        (42,209)
  Total Partners' Equity                      -------------   -------------
                                                    289,834         560,654
    Total Liabilities and Partners' Equity    -------------   -------------
                                                $   571,140     $   846,210
                                              =============   =============
                                                            


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 4                                     December 31,      March 31,
                                                 1998            1998
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   206,323     $   196,876
 Investments in Securities                           54,924          53,529
                                               ------------    ------------
  Total Current Assets                              261,247         250,405
                                                                           
 Investments in Securities                          334,370         367,826
 Investments in Project Partnerships, Net           748,207         981,823
                                              -------------   -------------
    Total Assets                                $ 1,343,824     $ 1,600,054
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         53,084          56,202
                                              -------------   -------------
  Total Current Liabilities                          53,084          56,202
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        294,496         280,718
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at December 31, 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 December 31, 1998                                 
and March 31, 1998, issued and outstanding        1,046,935       1,311,156
General Partners                                    (50,691)        (48,022)
  Total Partners' Equity                      -------------   -------------
                                                    996,244       1,263,134
    Total Liabilities and Partners' Equity    -------------   -------------
                                                $ 1,343,824     $ 1,600,054
                                              =============   =============
                                                            
                                     
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 5                                     December 31,      March 31,
                                                 1998             1998
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   286,594     $   280,813
 Investments in Securities                           68,457          66,717
                                               ------------    ------------
  Total Current Assets                              355,051         347,530
                                                                           
 Investments in Securities                          416,749         458,448
 Investments in Project Partnerships, Net           868,598       1,500,087
                                              -------------   -------------
    Total Assets                                $ 1,640,398     $ 2,306,065
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         73,825          74,748
                                              -------------   -------------
  Total Current Liabilities                          73,825          74,748
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        285,506         274,507
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at December 31, 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 December 31,1998                                  
and March 31, 1998, issued and outstanding        1,343,879       2,012,865
General Partners                                    (62,812)        (56,055)
                                              -------------   -------------
  Total Partners' Equity                          1,281,067       1,956,810
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 1,640,398     $ 2,306,065
                                              =============   =============
                                                             
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 6                                     December 31,      March 31,
                                                 1998             1998
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   345,554     $   406,255
 Investments in Securities                           50,839          48,608
                                               ------------    ------------
  Total Current Assets                              396,393         454,863
                                                                           
 Investments in Securities                          393,093         373,009
 Investments in Project Partnerships, Net         2,452,455       3,102,793
                                              -------------   -------------
    Total Assets                                $ 3,241,941     $ 3,930,665
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         66,746          70,482
                                              -------------   -------------
  Total Current Liabilities                          66,746          70,482
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        363,200         341,554
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at December 31, 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 December 31,1998                                  
and March 31, 1998, issued and outstanding        2,872,601       3,572,169
General Partners                                    (60,606)        (53,540)
                                              -------------   -------------
  Total Partners' Equity                          2,811,995       3,518,629
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 3,241,941     $ 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                           December 31,      March 31,
                                                 1998            1998
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $ 1,140,714     $ 1,180,417
 Investments in Securities                          266,314         258,607
                                               ------------    ------------
  Total Current Assets                            1,407,028       1,439,024
                                                                           
 Investments in Securities                        1,704,862       1,816,031
 Investments in Project Partnerships, Net         4,380,200       6,473,508
                                              -------------   -------------
    Total Assets                                $ 7,492,090     $ 9,728,563
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                        288,384         298,395
                                              -------------   -------------
  Total Current Liabilities                         288,384         298,395
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                      1,486,970       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 December 31, 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 December 31, 1998                                 
and March 31, 1998, issued and outstanding        5,986,186       8,249,005
General Partners                                   (269,450)       (246,594)
  Total Partners' Equity                      -------------   -------------
                                                  5,716,736       8,002,411
    Total Liabilities and Partners' Equity    -------------   -------------
                                                $ 7,492,090     $ 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 DECEMBER 31,
                                (Unaudited)
SERIES 2                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $     8,489   $     9,003
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                17,193        17,222
 General and Administrative:                                             
  General Partner                                     1,313         2,022
  Other                                               3,947         1,309
 Amortization                                         1,345           592
                                               ------------  ------------
  Total Expenses                                     23,798        21,145
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (15,309)      (12,142)
Equity in Losses of Project Partnerships           (224,967)     (113,426)
                                               ------------  ------------
Net Loss                                       $   (240,276)  $  (125,568)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (237,873)     (124,312)
 General Partners                                    (2,403)       (1,256)
                                               ------------  ------------
                                               $   (240,276)  $  (125,568)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $     (38.77)  $    (20.26)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              6,136         6,136
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 3                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $     7,360   $     7,866
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                15,911        15,948
 General and Administrative:                                             
  General Partner                                     1,402         2,114
  Other                                               1,258        1,1551
 Amortization                                         1,115         (404)
                                               ------------  ------------
  Total Expenses                                     19,686        19,209
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (12,326)      (11,343)
Equity in Losses of Project Partnerships            (75,156)      (50,409)
                                               ------------  ------------
Net Loss                                       $    (87,482)  $   (61,752)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                          (86,607)      (61,134)
 General Partners                                      (875)         (618)
                                               ------------  ------------
                                               $    (87,482)  $   (61,752)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $     (15.87)  $    (11.21)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              5,456         5,456
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 4                                        1998             1997
                                                ----             ----
Revenues:                                                                 
 Interest Income                                $     9,766    $    10,426
                                               ------------   ------------
Expenses:                                                                 
 Asset Management Fee-General Partner                19,533         19,568
 General and Administrative:                                              
  General Partner                                     1,731          2,666
  Other                                               1,690          1,763
 Amortization                                         2,264          (489)
                                               ------------   ------------
  Total Expenses                                     25,218         23,508
                                               ------------   ------------
Loss Before Equity in Losses of Project                                   
Partnerships                                        (15,452)       (13,082)
Equity in Losses of Project Partnerships           (178,955)      (124,875)
                                               ------------   ------------
Net Loss                                        $  (194,407)   $  (137,957)
                                               ============   ============
Allocation of Net Loss:                                                   
 Assignees                                         (192,463)      (136,577)
 General Partners                                    (1,944)        (1,380)
                                               ------------   ------------
                                                $  (194,407)   $  (137,957)
                                               ============   ============
Net Loss Per Beneficial Assignee                                          
Certificate                                     $    (27.83)   $    (19.75)
Number of Beneficial Assignee                  ============   ============
Certificates Outstanding                              6,915          6,915
                                               ============   ============
                                                                          


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 5                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    12,507   $    13,349
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                24,166        24,211
 General and Administrative:                                             
  General Partner                                     2,148         3,310
  Other                                               4,680         2,049
 Amortization                                         3,256         2,751
                                               ------------  ------------
  Total Expenses                                     34,250        32,321
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (21,743)      (18,972)
Equity in Losses of Project Partnerships           (356,986)     (256,936)
                                               ------------  ------------
Net Loss                                        $  (378,729)  $  (275,908)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (374,942)     (273,149)
 General Partners                                    (3,787)       (2,759)
                                               ------------  ------------
                                                $  (378,729)  $  (275,908)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $    (43.52)  $    (31.70)
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 DECEMBER 31,
                                (Unaudited)
SERIES 6                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    11,705   $    12,125
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                26,780        26,851
 General and Administrative:                                             
  General Partner                                     2,283         3,494
  Other                                               2,259         2,427
 Amortization                                         4,855         5,512
                                               ------------  ------------
  Total Expenses                                     36,177        38,284
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (24,472)      (26,159)
Equity in Losses of Project Partnerships           (284,840)     (208,584)
                                               ------------  ------------
Net Loss                                        $  (309,312)  $  (234,743)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (306,219)     (232,396)
 General Partners                                    (3,093)       (2,347)
                                               ------------  ------------
                                                $  (309,312)  $  (234,743)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $    (30.30)  $    (23.00)
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 DECEMBER 31,
                                (Unaudited)
TOTAL SERIES 2 - 6                              1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    49,827   $    52,769
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner               103,583       103,800
 General and Administrative:                                             
  General Partner                                     8,877        13,606
  Other                                              13,834         9,099
 Amortization                                        12,835         7,962
                                               ------------  ------------
  Total Expenses                                    139,129       134,467
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (89,302)      (81,698)
Equity in Losses of Project Partnerships         (1,120,904)     (754,230)
                                               ------------  ------------
Net Loss                                        $(1,210,206)  $  (835,928)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                       (1,198,104)     (827,569)
 General Partners                                   (12,102)       (8,359)
                                               ------------  ------------
                                                $(1,210,206)  $  (835,928)
                                               ============  ============
                                                                         
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 2                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    26,359   $    29,196
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                51,579        51,666
 General and Administrative:                                             
  General Partner                                     5,835         6,238
  Other                                              10,822         8,113
 Amortization                                         4,035         1,776
                                               ------------  ------------
  Total Expenses                                     72,271        67,793
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (45,912)      (38,597)
Equity in Losses of Project Partnerships           (319,676)     (284,240)
                                               ------------  ------------
Net Loss                                        $  (365,588)  $  (322,837)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (361,932)     (319,609)
 General Partners                                    (3,656)       (3,228)
                                               ------------  ------------
                                                $  (365,588)  $  (322,837)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $    (58.99)  $    (52.09)
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 NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 3                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    22,731   $    22,953
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                47,733        47,844
 General and Administrative:                                             
  General Partner                                     6,129         6,522
  Other                                               8,661         7,943
 Amortization                                         3,345        (1,212)
                                               ------------  ------------
  Total Expenses                                     65,868        61,097
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (43,137)      (38,144)
Equity in Losses of Project Partnerships           (227,683)     (168,705)
                                               ------------  ------------
Net Loss                                        $  (270,820)  $  (206,849)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (268,112)     (204,781)
 General Partners                                    (2,708)       (2,068)
                                               ------------  ------------
                                                $  (270,820)  $  (206,849)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $    (49.14)  $    (37.53)
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 NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 4                                        1998             1997
                                                ----             ----
Revenues:                                                                 
 Interest Income                                $    29,747    $    30,440
                                               ------------   ------------
Expenses:                                                                 
 Asset Management Fee-General Partner                58,599         58,704
 General and Administrative:                                              
  General Partner                                     7,692          8,223
  Other                                              10,612          9,996
 Amortization                                         6,042         (1,467)
                                               ------------   ------------
  Total Expenses                                     82,945         75,456
                                               ------------   ------------
Loss Before Equity in Losses of Project                                   
Partnerships                                        (53,198)       (45,016)
Equity in Losses of Project Partnerships           (213,692)      (282,595)
                                               ------------   ------------
Net Loss                                        $  (266,890)   $  (327,611)
                                               ============   ============
Allocation of Net Loss:                                                   
 Assignees                                         (264,221)      (324,335)
 General Partners                                    (2,669)        (3,276)
                                               ------------   ------------
                                                $  (266,890)   $  (327,611)
                                               ============   ============
Net Loss Per Beneficial Assignee                                          
Certificate                                     $    (38.21)   $    (46.90)
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 NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 5                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    38,262   $    39,094
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                72,498        72,633
 General and Administrative:                                             
  General Partner                                     9,548        10,208
  Other                                              16,944        12,645
 Amortization                                         9,768         8,253
                                               ------------  ------------
  Total Expenses                                    108,758       103,739
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (70,496)      (64,645)
Equity in Losses of Project Partnerships           (605,247)     (632,205)
                                               ------------  ------------
Net Loss                                        $  (675,743)  $  (696,850)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (668,986)     (689,882)
 General Partners                                    (6,757)       (6,968)
                                               ------------  ------------
                                                $  (675,743)  $  (696,850)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $    (77.64)  $    (80.07)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              8,616         8,616
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 6                                        1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    36,218   $    36,848
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                80,340        80,553
 General and Administrative:                                             
  General Partner                                    10,093        10,775
  Other                                              14,616        13,307
 Amortization                                        14,565        16,536
                                               ------------  ------------
  Total Expenses                                    119,614       121,171
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                        (83,396)      (84,323)
Equity in Losses of Project Partnerships           (623,238)     (606,786)
                                               ------------  ------------
Net Loss                                        $  (706,634)  $  (691,109)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (699,568)     (684,198)
 General Partners                                    (7,066)       (6,911)
                                               ------------  ------------
                                                $  (706,634)  $  (691,109)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                     $    (69.23)  $    (67.71)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                             10,105        10,105
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
TOTAL SERIES 2 - 6                              1998            1997
                                                ----            ----
Revenues:                                                                
 Interest Income                                $   153,317   $   158,531
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner               310,749       311,400
 General and Administrative:                                             
  General Partner                                    39,297        41,966
  Other                                              61,655        52,004
 Amortization                                        37,755        23,886
                                               ------------  ------------
  Total Expenses                                    449,456       429,256
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                       (296,139)     (270,725)
Equity in Losses of Project Partnerships         (1,989,536)   (1,974,531)
                                               ------------  ------------
Net Loss                                        $(2,285,675)  $(2,245,256)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                       (2,262,819)   (2,222,805)
 General Partners                                   (22,856)      (22,451)
                                               ------------  ------------
                                                $(2,285,675)  $(2,245,256)
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE NINE MONTHS ENDED DECEMBER 31, 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                           (319,609)        (3,228)        (322,837)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1997    $    764,659    $   (46,619)    $    718,040
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $    749,952    $   (46,768)    $    703,184
                                                                           
Net Loss                           (361,932)        (3,656)        (365,588)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1998    $    388,020    $   (50,424)    $    337,596
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>
                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                                (Unaudited)


                                                General            
SERIES 3                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $    822,156    $   (39,994)    $    782,162
                                                                           
Net Loss                           (204,781)        (2,068)        (206,849)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1997    $    617,375    $   (42,062)    $    575,313
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $    602,863    $   (42,209)    $    560,654
                                                                           
Net Loss                           (268,112)        (2,708)        (270,820)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1998    $    334,751    $   (44,917)    $    289,834
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>

                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE NINE MONTHS ENDED DECEMBER 31, 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                           (324,335)        (3,276)        (327,611)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1997    $  1,467,382    $   (46,444)    $  1,420,938
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $  1,311,156    $   (48,022)    $  1,263,134
                                                                           
Net Loss                           (264,221)        (2,669)        (266,890)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1998    $  1,046,935    $   (50,691)    $    996,244
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE NINE MONTHS ENDED DECEMBER 31, 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                           (689,882)        (6,969)        (696,850)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1997    $  2,128,350    $   (54,888)    $  2,073,462
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $  2,012,865    $   (56,055)    $  1,956,810
                                                                           
Net Loss                           (668,986)        (6,757)        (675,743)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1998    $  1,343,879    $   (62,812)    $  1,281,067
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>
                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE NINE MONTHS ENDED DECEMBER 31, 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                           (684,198)        (6,911)        (691,109)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1997    $  3,749,407    $   (51,750)    $  3,697,657
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $  3,572,169    $   (53,540)    $  3,518,629
                                                                           
Net Loss                           (699,568)        (7,066)        (706,634)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1998    $  2,872,601    $   (60,606)    $  2,811,995
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>
                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE NINE MONTHS ENDED DECEMBER 31, 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                         (2,222,805)       (22,451)      (2,245,256)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1997    $  8,727,173    $  (241,763)    $  8,485,410
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1998      $  8,249,005    $  (246,594)    $  8,002,411
                                                                           
Net Loss                         (2,262,819)       (22,856)      (2,285,675)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1998    $  5,986,186    $  (269,450)    $  5,716,736
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                                (Unaudited)

SERIES 2                                        1998            1997
--------                                        ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                    $  (365,588)     $  (322,837)
  Adjustments to Reconcile Net Loss to Net                                
  Cash Provided by (Used in) Operating                                      
  Activities:                                                               
    Amortization                                    4,035            1,776
    Accreted Interest Income on Investments                               
    in Securities                                 (19,051)         (20,676)
    Equity in Losses of Project                                           
    Partnerships                                  319,676          284,240
    Interest Income from Redemption of                                    
    Securities                                     16,834           13,628
Changes in Operating Assets and                                           
Liabilities:                                                              
Increase in Payable to General Partners            14,806           17,689
                                             ------------     ------------
        Net Cash Used in Operating                                        
        Activities                                (29,288)         (26,180)
                                             ------------     ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
  Partnerships                                      6,850            9,008
  Redemption of Investment in Securities           30,668           32,065
                                             ------------     ------------
        Net Cash Provided by (Used in)                                    
        Investing Activities                       37,518           41,073
                                             ------------     ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                         8,230           14,893
Cash and Cash Equivalents at Beginning of                                 
Year                                              160,851          138,561
                                             ------------     ------------
Cash and Cash Equivalents at  End of Year     $   169,081      $   153,454
                                             ============     ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                                (Unaudited)
SERIES 3                                         1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                     $  (270,820)    $  (206,849)
  Adjustments to Reconcile Net Loss to Net                                
  Cash Provided by (Used in) Operating                                      
  Activities:                                                               
    Amortization                                     3,345         (1,212)
    Accreted Interest Income on Investments                               
    in Securities                                  (16,946)        (18,391)
    Equity in Losses of Project                                           
    Partnerships                                   227,683         168,705
    Interest Income from Redemption of                                    
    Securities                                      14,974          12,121
    Changes in Operating Assets and                                       
    Liabilities:                                                              
    Increase in Payable to General                                        
    Partners                                        (4,250)          6,511
                                              ------------    ------------
        Net Cash Used in Operating                                        
        Activities                                 (46,014)        (39,115)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
  Partnerships                                      16,276          23,350
  Redemption of Investment in Securities            27,278          28,521
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
        Investing Activities                        43,554          51,871
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                         (2,460)         12,756
Cash and Cash Equivalents at Beginning of                                 
Year                                               135,622         109,925
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $   133,162     $   122,681
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                                (Unaudited)
SERIES 4                                         1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                    $   (266,890)    $  (327,611)
  Adjustments to Reconcile Net Loss to Net                                
  Cash Provided by (Used in) Operating                                      
  Activities:                                                               
    Amortization                                     6,042          (1,467)
    Accreted Interest Income on Investments                               
    in Securities                                  (21,468)        (23,299)
    Equity in Losses of Project                                           
    Partnerships                                   213,692         282,595
    Interest Income from Redemption of                                    
    Securities                                      18,970          15,358
    Changes in Operating Assets and                                       
    Liabilities:                                                              
    Increase in Payable to General                                        
    Partners                                        10,660          15,136
                                              ------------    ------------
        Net Cash Used in Operating                                        
        Activities                                 (38,994)        (39,288)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
  Partnerships                                      13,882          12,712
  Redemption of Investment in Securities            34,559          36,133
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
        Investing Activities                        48,441          48,845
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                          9,447           9,557
Cash and Cash Equivalents at Beginning of                                 
Year                                               196,876         182,773
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $   206,323     $   192,330
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                                (Unaudited)
SERIES 5                                         1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                     $  (675,743)    $  (696,850)
  Adjustments to Reconcile Net Loss to Net                                
  Cash Provided by (Used in) Operating                                      
  Activities:                                                               
    Amortization                                     9,768           8,253
    Accreted Interest Income on Investments                               
    in Securities                                  (26,758)        (29,040)
    Equity in Losses of Project                                           
    Partnerships                                   605,247         632,205
    Interest Income from Redemption of                                    
    Securities                                      23,644          19,140
    Changes in Operating Assets and                                       
    Liabilities:                                                              
    Increase in Payable to General                                        
    Partners                                        10,076          13,821
                                              ------------    ------------
        Net Cash Used in Operating                                        
        Activities                                 (53,766)        (52,471)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
  Partnerships                                      16,474          14,170
  Redemption of Investment in Securities            43,073          45,035
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
        Investing Activities                        59,547          59,205
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                          5,781           6,734
Cash and Cash Equivalents at Beginning of                                 
Year                                               280,813         259,006
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $   286,594     $   265,740
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                                (Unaudited)
SERIES 6                                         1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                     $  (706,634)    $  (691,109)
  Adjustments to Reconcile Net Loss to Net                                
  Cash Provided by (Used in) Operating                                      
  Activities:                                                               
    Amortization                                    14,565          16,536
    Accreted Interest Income on Investments                               
    in Securities                                  (22,315)        (22,783)
    Equity in Losses of Project                                           
    Partnerships                                   623,238         606,786
    Interest Income from Redemption of                                    
    Securities                                           0               0
    Changes in Operating Assets and                                       
    Liabilities:                                                              
    Increase in Payable to General                                        
    Partners                                        17,910          22,451
                                              ------------    ------------
        Net Cash Used in Operating                                        
        Activities                                 (73,236)        (68,119)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
  Partnerships                                      12,535          13,127
  Redemption of Investment in Securities                 0               0
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
        Investing Activities                        12,535          13,127
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                        (60,701)        (54,992)
Cash and Cash Equivalents at Beginning of                                 
Year                                               406,255         396,736
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $   345,554     $   341,744
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                                (Unaudited)
TOTAL SERIES 2 - 6                               1998            1997
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                     $(2,285,675)    $(2,245,256)
  Adjustments to Reconcile Net Loss to Net                                
  Cash Provided by (Used in) Operating                                      
  Activities:                                                               
    Amortization                                    37,755          23,886
    Accreted Interest Income on Investments                               
    in Securities                                 (106,538)       (114,189)
    Equity in Losses of Project                                           
    Partnerships                                 1,989,536       1,974,531
    Interest Income from Redemption of                                    
    Securities                                      74,422          60,247
    Changes in Operating Assets and                                       
    Liabilities:                                                              
    Increase in Payable to General                                        
    Partners                                        49,202          75,608
                                              ------------    ------------
        Net Cash Used in Operating                                        
        Activities                                (241,298)       (225,173)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
  Partnerships                                      66,017          72,367
  Redemption of Investment in Securities           135,578         141,754
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
        Investing Activities                       201,595         214,121
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                        (39,703)        (11,052)
Cash and Cash Equivalents at Beginning of                                 
Year                                             1,180,417       1,087,001
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $ 1,140,714     $ 1,075,949
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                                      
                        NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)
                              DECEMBER 31, 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
December 31, 1998, Gateway had received capital contributions of $1,000  from
the  General  Partners  and $37,228,000 from Beneficial Assignee  Certificate
investors  (the  "Assignees").   The fiscal year  of  Gateway  for  reporting
purposes ends on March 31.

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

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

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

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


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

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

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

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

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

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

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

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

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

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

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


Cash and Cash Equivalents

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

Concentration of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

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

Offering and Commission Costs

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

Income Taxes

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

Reclassifications

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

Basis of Preparation

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


NOTE 3 - INVESTMENT IN SECURITIES:

   The  December  31,  1998 Balance Sheet includes Investment  in  Securities
consisting  of U.S. Government Security Strips which represents  their  cost,
plus  accreted interest income of $142,530 for Series 2, $126,779 for  Series
3,  $160,615 for Series 4, $200,187 for Series 5 and $154,602 for  Series  6.
For  convenience,  the  Investment  in Securities  are  commonly  held  in  a
brokerage  account  with  Raymond James and  Associates,  Inc.    A  separate
accounting is maintained for each series' share of the investments.

                                                          Gross Unrealized
                   Estimated Market       Cost Plus          Gains and
                         Value        Accreted Interest       (Losses)
                   -----------------  -----------------   ----------------
Series 2                 $   382,847        $   345,462         $    37,385
Series 3                     340,424            307,282              33,142
Series 4                     431,453            389,294              42,159
Series 5                     537,583            485,206              52,377
Series 6                     487,593            443,932              43,661


 As of December 31, 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                    $   48,741     $   43,353     $   54,924
After 1 year through 5 years          179,090        159,297        201,812
After 5 years through 10 years        117,631        104,632        132,558
                                   ----------     ----------     ----------
  Total Amount Carried on                                                  
Balance Sheet                      $  345,462     $  307,282     $  389,294
                                   ==========     ==========     ==========


                                  Series 5       Series 6        Total
                                  --------       --------       --------
Due with 1 year                    $   68,457     $   50,839     $  266,314
After 1 year through 5 years          251,532        202,738        994,469
After 5 years through 10 years        165,217        190,355        710,393
                                   ----------     ----------     ----------
  Total Amount Carried on                                                  
Balance Sheet                      $  485,206     $  443,932     $1,971,176
                                   ==========     ==========     ==========


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  nine months ended December 31, 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              $  51,579       $  51,666
 Series 3                 47,733          47,844
 Series 4                 58,599          58,704
 Series 5                 72,498          72,633
 Series 6                 80,340          80,553
                       ---------       ---------
 Total                 $ 310,749       $ 311,400
                       =========       =========

  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              $   5,835        $  6,238
 Series 3                  6,129           6,522
 Series 4                  7,692           8,223
 Series 5                  9,548          10,208
 Series 6                 10,093          10,775
                       ---------        --------
 Total                 $  39,297        $ 41,966
                       =========        ========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As  of December 31, 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                                      DECEMBER 31,     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)                                 (4,630,459)     (4,310,783)
                                                                           
Cumulative distributions received from 
Project Partnerships                                (71,126)        (64,276)
                                                ------------   -------------
                                                                           
Investment in Project Partnerships before                                  
Adjustment                                         (176,907)         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                                   (33,687)        (29,652)
                                                -----------    ------------
                                                                           
Investments in Project Partnerships            $    180,244    $    510,805
                                               ============    ============
                                                                           
  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $758,370 for the period ended September 30 1998 and cumulative  suspended
losses of $556,351 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 3                                      DECEMBER 31,     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)                                 (4,049,464)     (3,821,781)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (162,852)       (146,576)
                                                -----------   -------------
Investment in Project Partnerships before                                  
Adjustment                                         (323,603)        (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                                   (37,447)        (34,102)
                                                -----------    ------------
                                                                           
Investments in Project Partnerships            $    130,696    $    378,000
                                               ============    ============
                                                                           

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $1,371,959  for  the  period  ended September  30,  1998  and  cumulative
suspended  losses  of $1,033,078 for the year ended March 31,  1998  are  not
included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 4                                      DECEMBER 31,     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)                                 (4,638,959)     (4,425,267)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (104,148)        (90,266)
                                                -----------   -------------
Investment in Project Partnerships before                                  
Adjustment                                          209,412         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                                   (24,172)        (18,130)
                                                -----------    ------------
                                                                           
Investments in Project Partnerships            $    748,207    $    981,823
                                               ============    ============
                                                                           

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $655,286 for the period ended September 30, 1998 and cumulative suspended
losses of $496,384 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 5                                      DECEMBER 31,     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)                                 (5,712,604)     (5,107,357)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (148,664)       (132,190)
                                                -----------   -------------
Investment in Project Partnerships before                                  
Adjustment                                          303,204         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                                   (85,443)        (75,675)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships             $   868,598    $  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  $321,428 for the period ended September 30, 1998 and cumulative suspended
losses of $248,554 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 6                                      DECEMBER 31,     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)                                 (5,518,057)     (4,894,819)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (134,241)       (121,706)
                                               ------------   -------------
Investment in Project Partnerships before                                  
Adjustment                                        1,809,917       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                                  (142,641)       (128,076)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships            $  2,452,455    $  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  $265,292 for the period ended September 30, 1998 and cumulative suspended
losses of $218,323 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

TOTAL SERIES 2 - 6                            DECEMBER 31,     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)                                (24,549,544)    (22,560,007)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (621,031)       (555,014)
                                                -----------   -------------
Investment in Project Partnerships before                                  
Adjustment                                        1,822,022       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                                  (323,390)       (285,635)
                                                -----------    ------------
                                                                           
Investments in Project Partnerships            $  4,380,199    $  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
September 30, of each year:
                                                           
                                                 1998          1997
SERIES 2                                         ----          ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                              $ 1,851,356     $ 1,752,764
  Investment properties, net                   20,976,868      21,936,092
  Other assets                                     11,140           8,642
                                              -----------     -----------
    Total assets                              $22,839,364     $23,697,498
                                              ===========     ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                             501,706         458,696
  Long-term debt                               23,203,641      23,253,785
                                              -----------     -----------
    Total liabilities                          23,705,347      23,712,481
                                              -----------     -----------
Partners' equity                                                         
  Limited Partner                               (911,848)        (87,346)
  General Partners                                 45,865          72,363
                                              -----------     -----------
    Total Partners' equity                      (865,983)        (14,983)
                                              -----------     -----------
    Total liabilities and partners'                                      
equity                                        $22,839,364     $23,697,498
                                              ===========     ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                       $ 1,865,707     $ 1,995,370
                                              -----------     -----------
Expenses:                                                                
  Operating expenses                            1,251,202       1,117,137
  Interest expense                                439,776         605,728
  Depreciation and amortization                   701,694         704,687
                                              -----------     -----------
    Total expenses                              2,392,672       2,427,552
                                                                         
      Net loss                                   (526,965)       (432,182)
                                              ===========     ===========
Other partners' share of net loss                  (5,270)         (4,322)
                                              ===========     ===========
                                                                         
Partnerships' share of net loss                  (521,695)       (427,860)
Suspended loss                                    202,019         143,620
                                              -----------     -----------
Equity in Losses of Project Partnerships       $ (319,676)     $ (284,240)
                                              ===========     ===========
<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
September 30, of each year:
                                                                           
                                                1998            1997
SERIES 3                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,194,850    $ 2,116,428
  Investment properties, net                    18,234,573     19,160,883
  Other assets                                     218,802        232,910
                                               -----------    -----------
    Total assets                               $20,648,225    $21,510,221
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              565,803        541,980
  Long-term debt                                21,748,548     21,822,011
                                               -----------    -----------
    Total liabilities                           22,314,351     22,363,991
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                               (1,948,665)    (1,178,658)
  General Partners                                 282,539        324,888
                                               -----------    -----------
    Total Partners' equity                      (1,666,126)      (853,770)
                                               -----------    -----------
    Total liabilities and partners'                                      
equity                                         $20,648,225    $21,510,221
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $ 1,791,299    $ 1,853,684
Expenses:                                      -----------    -----------
                                                                         
  Operating expenses                             1,277,548      1,199,461
  Interest expense                                 399,383        458,779
  Depreciation and amortization                    686,655        691,039
                                               -----------    -----------
    Total expenses                               2,363,586      2,349,279
                                                                         
      Net loss                                    (572,287)      (495,595)
                                               ===========    ===========
Other partners' share of net loss                   (5,723)        (4,956)
                                               ===========    ===========
                                                                         
Partnerships' share of net loss                   (566,564)      (490,639)
Suspended loss                                     338,881        321,934
                                               -----------    -----------
Equity in Losses of Project Partnerships        $ (227,683)    $ (168,705)
                                               ===========    ===========
                                                                         
<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
September 30, of each year:
                                                                           
                                                1998            1997
SERIES 4                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,326,789    $ 2,154,311
  Investment properties, net                    24,514,486     25,633,123
  Other assets                                      49,341         20,577
                                               -----------    -----------
    Total assets                               $26,890,616    $27,808,011
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              534,451        608,600
  Long-term debt                                26,551,287     26,606,712
                                               -----------    -----------
    Total liabilities                           27,085,738     27,215,312
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                                 (407,604)       344,261
  General Partners                                 212,482        248,438
                                               -----------    -----------
    Total Partners' equity                        (195,122)       592,699
                                               -----------    -----------
    Total liabilities and partners'                                      
equity                                         $26,890,616    $27,808,011
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $ 2,426,495    $ 2,365,056
Expenses:                                      -----------    -----------
                                                                         
  Operating expenses                             1,502,100      1,340,745
  Interest expense                                 505,288        703,241
  Depreciation and amortization                    795,465        782,972
                                               -----------    -----------
    Total expenses                               2,802,853      2,826,958
                                                                         
      Net loss                                    (376,358)      (461,902)
                                               ===========    ===========
Other partners' share of net loss                   (3,764)        (4,619)
                                               ===========    ===========
                                                                         
Partnerships' share of net loss                   (372,594)      (457,283)
Suspended loss                                     158,902        174,688
                                               -----------    -----------
Equity in Losses of Project Partnerships        $ (213,692)    $ (282,595)
                                               ===========    ===========
                                                                         
<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
September 30, of each year:
                                                                           
                                                1998            1997
SERIES 5                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,941,760    $ 2,844,732
  Investment properties, net                    30,706,370     31,976,080
  Other assets                                      19,759          4,454
                                               -----------    -----------
    Total assets                               $33,667,889    $34,825,266
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              823,788        892,807
  Long-term debt                                32,811,485     32,895,228
                                               -----------    -----------
    Total liabilities                           33,635,273     33,788,035
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                                  109,337      1,065,779
  General Partners                                 (76,721)       (28,548)
                                               -----------    -----------
    Total Partners' equity                          32,616      1,037,231
                                               -----------    -----------
    Total liabilities and partners'                                      
equity                                         $33,667,889    $34,825,266
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $ 2,699,019    $ 2,690,933
Expenses:                                      -----------    -----------
                                                                         
  Operating expenses                             1,753,713      1,715,822
  Interest expense                                 630,629        655,325
  Depreciation and amortization                    999,648      1,031,401
                                               -----------    -----------
    Total expenses                               3,383,990      3,402,548
                                                                         
      Net loss                                    (684,971)      (711,615)
                                               ===========    ===========
Other partners' share of net loss                   (6,850)        (7,116)
                                               ===========    ===========
                                                                         
Partnerships' share of net loss                   (678,121)      (704,499)
Suspended loss                                      72,874         72,294
                                               -----------    -----------
Equity in Losses of Project Partnerships        $ (605,247)    $ (632,205)
                                               ===========    ===========
                                                                         
<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
September 30, of each year:
                                                                           
                                                1998            1997
SERIES 6                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 3,294,860    $ 3,052,657
  Investment properties, net                    34,691,072     36,071,857
  Other assets                                      38,679         14,004
                                               -----------    -----------
    Total assets                               $38,024,611    $39,138,518
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              959,629        925,682
  Long-term debt                                35,655,864     35,817,153
                                               -----------    -----------
    Total liabilities                           36,615,493     36,742,835
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                                1,585,598      2,527,314
  General Partners                                (176,480)      (131,631)
                                               -----------    -----------
    Total Partners' equity                       1,409,118      2,395,683
                                               -----------    -----------
    Total liabilities and partners'            $38,024,611    $39,138,518
equity                                         ===========    ===========
                                                                         
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $ 2,821,903    $ 2,978,066
Expenses:                                      -----------    -----------
                                                                         
  Operating expenses                             1,741,846      1,662,399
  Interest expense                                 687,698        875,240
  Depreciation and amortization                  1,069,336      1,102,889
                                               -----------    -----------
    Total expenses                               3,498,880      3,640,528
                                                                         
      Net loss                                    (676,977)      (662,462)
                                               ===========    ===========
Other partners' share of net loss                   (6,770)        (6,625)
                                               ===========    ===========
                                                                         
Partnerships' share of net loss                   (670,207)      (655,837)
Suspended losses                                    46,969         49,051
                                               -----------    -----------
Equity in Losses of Project Partnerships        $ (623,238)    $ (606,786)
                                               ===========    ===========
                                                                         
<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
September 30, of each year:
                                                                           
                                            1998               1997
TOTAL SERIES 2- 6                           ----               ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                            $ 12,609,615     $ 11,920,892
  Investment properties, net                 129,123,369      134,778,035
  Other assets                                   337,721          280,587
                                             -----------      -----------
    Total assets                            $142,070,705     $146,979,514
                                             ===========      ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                          3,385,377        3,427,765
  Long-term debt                             139,970,825      140,394,889
                                             -----------      -----------
    Total liabilities                        143,356,202      143,822,654
                                             -----------      -----------
Partners' equity                                                         
  Limited Partner                             (1,573,182)       2,671,350
  General Partners                               287,685          485,510
                                             -----------      -----------
    Total Partners' equity                    (1,285,497)       3,156,860
                                             -----------      -----------
    Total liabilities and partners'                                      
equity                                      $142,070,705     $146,979,514
                                           =============    =============
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                     $ 11,604,423     $ 11,883,109
Expenses:                                  -------------    -------------
                                                                         
  Operating expenses                           7,526,409        7,035,564
  Interest expense                             2,662,774        3,298,313
  Depreciation and amortization                4,252,798        4,312,988
                                             -----------      -----------
    Total expenses                            14,441,981       14,646,865
                                                                         
      Net loss                                (2,837,558)      (2,763,756)
                                             ===========      ===========
Other partners' share of net loss                (28,376)         (27,638)
                                             ===========      ===========
                                                                         
Partnerships' share of net loss               (2,809,182)      (2,736,118)
Suspended losses                                 819,645          761,587
                                             -----------      -----------
Equity in Losses of Project                                              
Partnerships                                 $(1,989,537)     $(1,974,531)
                                            ============     ============
<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 nine and three  months
ended   December   31,  1998  and  December  31,  1997.   The   General   and
Administrative  expenses  -  General Partner and General  and  Administrative
expenses  - Other for the nine and three months ended December 31,  1998  are
comparable  for  the  same period ended December 31,  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  nine months ended December 31, 1998 increased from $284,240 for the nine
months  ended December 31, 1997 to $319,676. 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  December  31,  1998, the Series had $169,081 of short-term  investments
(Cash  and Cash Equivalents).  It also had $345,462 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
$365,588  for  the  nine  months ended December  31,  1998.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $319,676  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $29,288  as  a result of paying  Asset  Management  Fees  of
$35,000. Cash provided by investing activities totaled $37,518, consisting of
$6,850  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  nine months ended December 31, 1998 increased from $168,705 for the nine
months ended December 31, 1997 to $227,683.

  At  December  31,  1998, the Series had $133,162 of short-term  investments
(Cash  and Cash Equivalents).  It also had $307,282 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
$270,820  for  the  nine  months ended December  31,  1998.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $227,683  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $46,014  as  a result of paying  Asset  Management  Fees  of
$47,000. Cash provided by investing activities totaled $43,554, consisting of
$16,276 in cash distributions from the Project Partnerships and $27,278  from
matured  Zero  Coupon Treasuries. There were no unusual events or  trends  to
describe.

  Series  4  -  Gateway  closed this series on May 31, 1991  after  receiving
$6,915,000 from 465 Assignees.  Equity in Losses of Project Partnerships  for
the  nine months ended December 31, 1998 decreased from $282,595 for the nine
months ended December 31, 1997 to $213,692.

  At  December  31,  1998, the Series had $206,323 of short-term  investments
(Cash  and Cash Equivalents).  It also had $389,294 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
$266,890  for  the  nine  months ended December  31,  1998.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $213,692  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $38,994  as  a result of paying  Asset  Management  Fees  of
$42,000. Cash provided by investing activities totaled $48,441, consisting of
$13,882 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  nine months ended December 31, 1998 decreased from $632,205 for the nine
months ended December 31, 1997 to $605,247.

  At  December  31,  1998, the Series had $286,594 of short-term  investments
(Cash  and Cash Equivalents).  It also had $485,206 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
$675,743  for  the  nine  months ended December  31,  1998.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $605,247  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $53,766  as  a result of paying  Asset  Management  Fees  of
$58,000. Cash provided by investing activities totaled $59,547, consisting of
$16,474 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  nine months ended December 31, 1998 increased from $606,786 for the nine
months ended December 31, 1997 to $623,238.

  At  December  31,  1998, the Series had $345,554 of short-term  investments
(Cash  and Cash Equivalents).  It also had $443,932 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
$706,634  for  the  nine  months ended December  31,  1998.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $623,238  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $73,236  as  a result of paying  Asset  Management  Fees  of
$55,000. Cash provided by investing activities totaled $12,535, 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:  February 9, 1999         By:/s/ Ronald M. Diner
                                Ronald M. Diner
                                President



Date:  February 9, 1999         By:/s/ Sandra L. Furey
                                Sandra L. Furey
                                Secretary and Treasurer

<PAGE>