UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, DC  20549

                                         FORM 10-Q

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

For The Quarterly Period Ended                  June 30, 1997 

Commission File Number              0-19022              

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

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

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

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

                                YES     X                   NO          

                                                         Number of Units
      Title of Each Class                                 June 30, 1997
Beneficial Assignee Certificates:   
$1,000 per certificate                       37,228

                            DOCUMENTS INCORPORATED BY REFERENCE

                      Parts I and II, 1995 Form 10-K, filed with the
                    Securities and Exchange Commission on July 11, 1997
                    Parts III and IV - Form S-11 Registration Statement
                        and all amendments and supplements thereto
                                     File No. 33-31821
<PAGE>
PART I - Financial Information
   Item 1.  Financial Statements
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)
                                      BALANCE SHEETS

                                                   JUNE 30,       MARCH 31, 
                                                     1997            1997   
                                                 -----------     -----------
SERIES 2                                         (Unaudited)      (Audited) 
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  342,705      $  138,561 
   Receivable from Other Series                           0               0 
   Investments in Securities                         45,150          45,757 
                                                 ----------      ---------- 
     Total Current Assets                           387,855         184,318 

   Investments in Securities                        308,313         346,730 
   Investments in Project
          Partnerships, Net                         686,289         814,883 
                                                 ----------      ---------- 
       Total Assets                              $1,382,457      $1,345,931 
                                                 ==========      ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   43,200      $   43,644 
   Payable to Other Series                          156,308               0 

Long-Term Liabilities:
   Payable to General Partners                      278,611         261,410 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at June 30, and March 31, 1997
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 37,228 at
    June 30 and March 31, 1997
    issued and outstanding                          949,094       1,084,268 
General Partners                                    (44,756)        (43,391)
                                                 ----------      ---------- 
     Total Partners' Equity                         904,338       1,040,877 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $1,382,457      $1,345,931 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS

                                                   JUNE 30,       MARCH 31, 
                                                      1997           1997   
                                                 -----------      ----------
SERIES 3                                         (Unaudited)      (Audited) 
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  116,222      $  109,925 
   Receivable from Other Series                      40,642               0 
   Investments in Securities                         40,160          40,699 
                                                 ----------      ---------- 
     Total Current Assets                           197,024         150,624 

   Investments in Securities                        274,238         308,410 
   Investments in Project
          Partnerships, Net                         513,873         584,189 
                                                 ----------      ---------- 
       Total Assets                              $  985,135      $1,043,223 
                                                 ==========      ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   47,354      $   48,117 
   Payable to Other Series                                0               0 

Long-Term Liabilities:
   Payable to General Partners                      229,140         212,944 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at June 30 and March 31, 1997
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 37,228 at
    June 30 and March 31, 1997
    issued and outstanding                          749,370         822,156 
General Partners                                    (40,729)        (39,994)
                                                 ----------      ---------- 
     Total Partners' Equity                         708,641         782,162 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $  985,135      $1,043,223 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS

                                                   JUNE 30,       MARCH 31, 
                                                      1997           1997   
                                                 -----------      ----------
SERIES 4                                         (Unaudited)      (Audited) 
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  187,312      $  182,773 
   Receivable from Other Series                      51,491               0 
   Investments in Securities                         50,879          51,562 
                                                 ----------      ---------- 
     Total Current Assets                           289,682         234,335 

   Investments in Securities                        347,431         390,723 
   Investments in Project
          Partnerships, Net                       1,286,317       1,423,319 
                                                 ----------      ---------- 
       Total Assets                              $1,923,430      $2,048,377 
                                                 ==========      ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   52,180      $   52,967 
   Payable to Other Series                                0               0 

Long-Term Liabilities:
   Payable to General Partners                      266,744         246,861 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at June 30 and March 31, 1997
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 37,228 at
    June 30 and March 31, 1997
    issued and outstanding                        1,649,114       1,791,717 
General Partners                                    (44,608)        (43,168)
                                                 ----------      ---------- 
     Total Partners' Equity                       1,604,506       1,748,549 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $1,923,430      $2,048,377 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS

                                                   JUNE 30,       MARCH 31, 
                                                      1997           1997   
                                                 -----------      ----------
SERIES 5                                         (Unaudited)      (Audited) 
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  265,178      $  259,006 
   Receivable from Other Series                      64,175               0 
   Investments in Securities                         63,414          64,266 
                                                 ----------      ---------- 
     Total Current Assets                           392,767         323,272 

   Investments in Securities                        433,028         486,986 
   Investments in Project
          Partnerships, Net                       2,100,267       2,268,632 
                                                 ----------      ---------- 
       Total Assets                              $2,926,062      $3,078,890 
                                                 ==========      ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   70,131      $   70,909 
   Payable to Other Series                                0               0 

Long-Term Liabilities:
   Payable to General Partners                      262,271         237,669 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at June 30 and March 31, 1997
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 37,228 at
    June 30 and March 31, 1997 
    issued and outstanding                        2,643,347       2,818,232 
General Partners                                    (49,687)        (47,920)
                                                 ----------      ---------- 
     Total Partners' Equity                       2,593,660       2,770,312 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $2,926,062      $3,078,890 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS

                                                   JUNE 30,       MARCH 31, 
                                                      1997           1997   
                                                 -----------      ----------
SERIES 6                                         (Unaudited)      (Audited) 
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  401,938      $  396,736 
   Receivable from Other Series                           0               0 
   Investments in Securities                         46,508          45,870 
                                                 ----------      ---------- 
     Total Current Assets                           448,446         442,606 

   Investments in Securities                        400,430         393,657 
   Investments in Project
          Partnerships, Net                       3,673,707       3,912,526 
                                                 ----------      ---------- 
       Total Assets                              $4,522,583      $4,748,789 
                                                 ==========      ========== 


LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $   65,668      $   66,605 
   Payable to Other Series                                0               0 

Long-Term Liabilities:
   Payable to General Partners                      320,681         293,418 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at June 30 and March 31, 1997
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 37,228 at
    June 30 and March 31, 1997
    issued and outstanding                        4,183,598       4,433,605 
General Partners                                    (47,364)        (44,839)
                                                 ----------      ---------- 
     Total Partners' Equity                       4,136,234       4,388,766 
                                                 ----------      ---------- 
       Total Liabilities and
          Partners Equity                        $4,522,583      $4,748,789 
                                                 ==========      ========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                      BALANCE SHEETS

                                                   JUNE 30,       MARCH 31, 
                                                      1997           1997   
                                                 -----------      ----------
TOTAL SERIES 2 - 6                               (Unaudited)      (Audited) 
ASSETS
Current Assets:
   Cash and Cash Equivalents                    $ 1,313,355     $ 1,087,001 
   Receivable from Other Series                     156,308               0 
   Investments in Securities                        246,111         248,154 
                                                -----------     ----------- 
     Total Current Assets                         1,715,774       1,335,155 

   Investments in Securities                      1,763,440       1,926,506 
   Investments in Project
          Partnerships, Net                       8,260,453       9,003,549 
                                                -----------     ----------- 
       Total Assets                             $11,739,667     $12,265,210 
                                                ===========     =========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                  $   278,533     $   282,242 
   Payable from Other Series                        156,308               0 

Long-Term Liabilities:
   Payable to General Partners                    1,357,447       1,252,302 

Partners' Equity:
Assignor Limited Partner
   Units of limited Partnership
    interest consisting of 40,000
    authorized BAC's, of which 37,228
    at June 30 and March 31, 1997
    have been issued to the assignees
Assignees
   Units of beneficial interest of
    the limited partnership interest of
    the assignor limited partner, $1,000
    stated value per BAC, 37,228 at
    June 30 and March 31, 1997
    issued and outstanding                       10,174,523      10,949,978 
General Partners                                   (227,144)       (219,312)
                                                -----------     ----------- 
     Total Partners' Equity                       9,947,379      10,730,666 
                                                -----------     ----------- 
       Total Liabilities and
          Partners Equity                       $11,739,667     $12,265,210 
                                                ===========     =========== 
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                                 STATEMENTS OF OPERATIONS
                                        (Unaudited)

                            FOR THE THREE MONTHS ENDED JUNE 30,

                                                     1997               1996   
SERIES 2                                         -----------        ---------- 
Revenues:
   Interest Income                               $    9,736         $    9,292 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 17,222             17,250 
   General and Administrative-
     General Partner                                  1,872              1,664 
   General and Administrative-
     Other                                            1,227              2,047 
   Amortization                                         592              1,203 
                                                 -----------        ---------- 
     Total Expenses                                  20,913             22,164 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (11,177)           (12,872)
Equity in Losses of Project
 Partnerships                                      (125,362)          (120,652)
                                                 -----------        -----------
Net Loss                                         $ (136,539)        $ (133,524)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $ (135,174)        $ (132,189)
   General Partners                                  (1,365)            (1,335)
                                                 -----------        -----------
                                                 $ (136,539)        $ (133,524)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (22.03)        $   (21.54)
   
Number of Beneficial Assignee
 Certificates Outstanding                             6,136              6,136 


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

                                 STATEMENTS OF OPERATIONS
                                        (Unaudited)

                            FOR THE THREE MONTHS ENDED JUNE 30,

                                                     1997               1996   
SERIES 3                                         -----------        ---------- 
Revenues:
   Interest Income                               $    7,300         $    7,655 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 15,948             15,982 
   General and Administrative-
     General Partner                                  1,957              1,742 
   General and Administrative-
     Other                                            1,381              1,877 
   Amortization                                        (404)               319 
                                                 -----------        ---------- 
     Total Expenses                                  18,882             19,920 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (11,582)           (12,265)
Equity in Losses of Project
 Partnerships                                       (61,939)           (69,728)
                                                 -----------        -----------
Net Loss                                         $  (73,521)        $  (81,993)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $  (72,786)        $  (81,173)
   General Partners                                    (735)              (820)
                                                 -----------        -----------
                                                 $  (73,521)        $  (81,993)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (13.34)        $   (14.88)
   
Number of Beneficial Assignee
 Certificates Outstanding                             5,456              5,456 


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

                                 STATEMENTS OF OPERATIONS
                                        (Unaudited)

                            FOR THE THREE MONTHS ENDED JUNE 30,

                                                      1997              1996   
SERIES 4                                         -----------        ---------- 
Revenues:
   Interest Income                               $    9,737         $   10,234 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 19,568             19,596 
   General and Administrative-
     General Partner                                  2,468              2,194 
   General and Administrative-
     Other                                            1,577              2,579 
   Amortization                                        (489)               847 
                                                 -----------        ---------- 
     Total Expenses                                  23,124             25,216 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (13,387)           (14,982)
Equity in Losses of Project
 Partnerships                                      (130,656)          (150,364)
                                                 -----------        -----------
Net Loss                                         $ (144,043)        $ (165,346)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $ (142,603)        $ (163,693)
   General Partners                                  (1,440)            (1,653)
                                                 -----------        -----------
                                                 $ (144,043)        $ (165,346)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (20.62)        $   (23.67)
   
Number of Beneficial Assignee
 Certificates Outstanding                             6,915              6,915 


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

                                 STATEMENTS OF OPERATIONS
                                        (Unaudited)

                            FOR THE THREE MONTHS ENDED JUNE 30,

                                                     1997               1996   
SERIES 5                                         -----------        ---------- 
Revenues:
   Interest Income                               $   12,532         $   13,137 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 24,211             24,253 
   General and Administrative-
     General Partner                                  3,063              2,724 
   General and Administrative-
     Other                                            1,901              2,993 
   Amortization                                       2,751              3,116 
                                                 -----------        ---------- 
     Total Expenses                                  31,926             33,086 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (19,394)           (19,949)
Equity in Losses of Project
 Partnerships                                      (157,258)          (159,171)
                                                 -----------        -----------
Net Loss                                         $ (176,652)        $ (179,120)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $ (174,885)        $ (177,329)
   General Partners                                  (1,767)            (1,791)
                                                 -----------        -----------
                                                 $ (176,652)        $ (179,120)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (20.30)        $   (20.58)
   
Number of Beneficial Assignee
 Certificates Outstanding                             8,616              8,616 


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

                                 STATEMENTS OF OPERATIONS
                                        (Unaudited)

                            FOR THE THREE MONTHS ENDED JUNE 30,

                                                     1997               1996   
SERIES 6                                         -----------        ---------- 
Revenues:
   Interest Income                               $   12,239         $   11,916 
                                                 -----------        ---------- 
Expenses:
   Asset Management Fee-
     General Partner                                 26,851             26,916 
   General and Administrative-
     General Partner                                  3,234              2,875 
   General and Administrative-
     Other                                            2,258              2,919 
   Amortization                                       5,512              5,664 
                                                 -----------        ---------- 
     Total Expenses                                  37,855             38,374 
                                                 -----------        ---------- 

Loss Before Equity in Losses of
 Project Partnerships                               (25,616)           (26,458)
Equity in Losses of Project
 Partnerships                                      (226,916)          (198,280)
                                                 -----------        -----------
Net Loss                                         $ (252,532)        $ (224,738)
                                                 ===========        ===========
Allocation of Net Loss:
   Assignees                                     $ (250,007)        $ (222,491)
   General Partners                                  (2,525)            (2,247)
                                                 -----------        -----------
                                                 $ (252,532)        $ (224,738)
                                                 ===========        ===========
Net Loss Per Beneficial
 Assignee Certificate                            $   (24.74)        $   (22.02)
   
Number of Beneficial Assignee
 Certificates Outstanding                            10,105             10,105 


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

                                 STATEMENTS OF OPERATIONS
                                        (Unaudited)

                            FOR THE THREE MONTHS ENDED JUNE 30,

                                                     1997                1996  
TOTAL SERIES 2-6                                ------------       ----------- 
Revenues:
   Interest Income                              $    51,544        $    52,234 
                                                ------------       ----------- 
Expenses:
   Asset Management Fee-
     General Partner                                103,800            103,997 
   General and Administrative-
     General Partner                                 12,594             11,199 
   General and Administrative-
     Other                                            8,344             12,415 
   Amortization                                       7,962             11,149 
                                                ------------       ----------- 
     Total Expenses                                 132,700            138,760 
                                                ------------       ----------- 

Loss Before Equity in Losses of
 Project Partnerships                               (81,156)           (86,526)
Equity in Losses of Project
 Partnerships                                      (702,131)          (698,195)
                                                ------------       ------------
Net Loss                                        $  (783,287)       $  (784,721)
                                                ============       ============
Allocation of Net Loss:
   Assignees                                    $  (775,455)       $  (776,875)
   General Partners                                  (7,832)            (7,846)
                                                ------------       ------------
                                                $  (783,287)       $  (784,721)
                                                ============       ============







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

                              STATEMENTS OF PARTNERS' EQUITY
                                        (Unaudited)

                    FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996:


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

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

Net Loss                         (132,189)           (1,335)          (133,524)
                              ------------        ----------       ------------
Balance at
 June 30, 1996                $ 1,528,886         $ (38,900)       $ 1,489,986 
                              ============        ==========       ============



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

Net Loss                         (135,174)           (1,365)          (136,539)
                              ------------        ----------       ------------
Balance at
 June 30, 1997                $   949,094         $ (44,756)       $   904,338 
                              ============        ==========       ============




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

                              STATEMENTS OF PARTNERS' EQUITY
                                        (Unaudited)

                    FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996:


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

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

Net Loss                          (81,173)             (820)           (81,993)
                              ------------        ----------       ------------
Balance at
 June 30, 1996                $ 1,078,852         $ (37,401)       $ 1,041,451 
                              ============        ==========       ============


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

Net Loss                          (72,786)             (735)           (73,521)
                              ------------        ----------       ------------
Balance at
 June 30, 1997                $   749,370         $ (40,729)       $   708,641 
                              ============        ==========       ============




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

                              STATEMENTS OF PARTNERS' EQUITY
                                        (Unaudited)

                    FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996:


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

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

Net Loss                         (163,693)           (1,653)          (165,346)
                              ------------        ----------       ------------
Balance at
 June 30, 1996                  2,317,074           (37,861)         2,279,213 
                              ============        ==========       ============


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

Net Loss                         (142,603)           (1,440)          (144,043)
                              ------------        ----------       ------------
Balance at
 June 30, 1997                $ 1,649,114         $ (44,608)       $ 1,604,506 
                              ============        ==========       ============




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

                              STATEMENTS OF PARTNERS' EQUITY
                                        (Unaudited)

                    FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996:


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

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

Net Loss                         (177,329)           (1,791)          (179,120)
                              ------------        ----------       ------------
Balance at
 June 30, 1996                $ 3,628,291         $ (39,737)       $ 3,588,554 
                              ============        ==========       ============


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

Net Loss                         (174,885)           (1,767)          (176,652)
                              ------------        ----------       ------------
Balance at
 June 30, 1997                $ 2,643,347         $ (49,687)       $ 2,593,660 
                              ============        ==========       ============




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

                              STATEMENTS OF PARTNERS' EQUITY
                                        (Unaudited)

                    FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996:


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

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

Net Loss                         (222,491)           (2,247)          (224,738)
                              ------------        ----------       ------------
Balance at
 June 30, 1996                $ 5,117,783         $ (37,928)       $ 5,079,855 
                              ============        ==========       ============


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

Net Loss                         (250,007)           (2,525)          (252,532)
                              ------------        ----------       ------------
Balance at
 June 30, 1997                $ 4,183,598         $ (47,364)       $ 4,136,234 
                              ============        ==========       ============






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

                              STATEMENTS OF PARTNERS' EQUITY
                                        (Unaudited)

                    FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996:


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

Balance at
 March 31, 1996               $14,447,761         $(183,981)       $14,263,780 

Net Loss                         (776,875)           (7,846)          (784,721)
                              ------------        ----------       ------------
Balance at
 June 30, 1996                $13,670,886         $(191,827)       $13,479,059 
                              ============        ==========       ============


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

Net Loss                         (775,455)           (7,832)          (783,287)
                              ------------        ----------       ------------
Balance at
 March 31, 1997               $10,174,523         $(227,144)       $ 9,947,379 
                              ============        ==========       ============




                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)
                                 STATEMENTS OF CASH FLOWS
                                        (Unaudited)
                    FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996:
                                                      1997               1996  
SERIES 2                                           ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                     $  (136,539)       $  (133,524)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                                       592              1,203 
     Accreted Interest Income
     on Investments in
     Securities                                      (6,669)            (6,987)
     Equity in Losses of
      Project Partnerships                          125,362            120,652 
     Interest Income from Redemption
      of Securities                                  13,628             10,359 
      Changes in Operating Assets
      and Liabilities:
       Increase in Receivable
           From Other Series                              0                  0 
       Increase in Payable
           To Other Series                          156,308                  0 
       Increase in Payable to
         General Partners                            16,757             14,005 
                                                ------------       ------------
         Net Cash Provided by
         (Used in) Operating
         Activities                                 169,439              5,708 
                                                ------------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                             2,640              2,556 
   Redemption of Investment
     in Securities                                   32,065             33,294 
                                                ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                                     34,705             35,850 
                                                ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                   204,144             41,558 
Cash and Cash Equivalents at
 Beginning of Year                                  138,561            135,519 
                                                ------------       ------------
Cash and Cash Equivalents at
 End of Year                                    $   342,705        $   177,077 
                                                ============       ============
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)
                                 STATEMENTS OF CASH FLOWS
                                        (Unaudited)
                    FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996:
                                                      1997               1996  
SERIES 3                                           ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                     $   (73,521)       $   (81,993)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                                      (404)               319 
     Accreted Interest Income
     on Investments in
     Securities                                      (5,931)            (6,216)
     Equity in Losses of
      Project Partnerships                           61,939             69,728 
     Interest Income from Redemption
      of Securities                                  12,121              9,214 
      Changes in Operating Assets
      and Liabilities:
       Increase in Receivable
           From Other Series                        (40,642)                 0 
       Increase in Payable
           From Other Series                              0                  0 
       Increase in Payable to
         General Partners                            15,433             12,560 
                                                ------------       ------------
         Net Cash Used in
         Operating
         Activities                                 (31,005)             3,612 
                                                ------------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                             8,781             21,179 
   Redemption of Investment
     in Securities                                   28,521             29,617 
                                                ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                                     37,302             50,796 
                                                ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                     6,297             54,408 
Cash and Cash Equivalents at
 Beginning of Year                                  109,925             97,988 
                                                ------------       ------------
Cash and Cash Equivalents at
 End of Year                                    $   116,222        $   152,396 
                                                ============       ============
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)
                                 STATEMENTS OF CASH FLOWS
                                        (Unaudited)
                    FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996:
                                                      1997               1996  
SERIES 4                                           ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                     $  (144,043)       $  (165,346)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                                      (489)               847 
     Accreted Interest Income
     on Investments in
     Securities                                      (7,514)            (7,874)
     Equity in Losses of
      Project Partnerships                          130,656            150,364 
     Interest Income from Redemption
      of Securities                                  15,358             11,674 
      Changes in Operating Assets
      and Liabilities:
       Increase in Receivable
           From Other Series                        (51,491)                 0 
       Increase in Payable
           To Other Series                                0                  0 
      Increase in Payable to
         General Partners                            19,094             15,641 
                                                ------------       ------------
         Net Cash Used in
         Operating
         Activities                                 (38,429)             5,306 
                                                ------------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                             6,835              5,852 
   Redemption of Investment
     in Securities                                   36,133             37,522 
                                                ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                                     42,968             43,374 
                                                ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                     4,539             48,680 
Cash and Cash Equivalents at
 Beginning of Year                                  182,773            178,506 
                                                ------------       ------------
Cash and Cash Equivalents at
 End of Year                                    $   187,312        $   227,186 
                                                ============       ============
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)
                                 STATEMENTS OF CASH FLOWS
                                        (Unaudited)
                    FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996:
                                                      1997               1996  
SERIES 5                                           ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                     $  (176,652)       $  (179,120)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                                     2,751              3,116 
     Accreted Interest Income
     on Investments in
     Securities                                      (9,366)            (9,814)
     Equity in Losses of
      Project Partnerships                          157,258            159,171 
     Interest Income from Redemption
      of Securities                                  19,140             14,550 
      Changes in Operating Assets
      and Liabilities:
       Increase in Receivable
           From Other Series                        (64,175)                 0 
       Increase in Payable
           To Other Series                                0                  0 
       Increase in Payable to
         General Partners                            23,825             19,294 
                                                ------------       ------------
         Net Cash Used in
         Operating
         Activities                                 (47,219)             7,197 
                                                ------------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                             8,356              6,462 
   Redemption of Investment
     in Securities                                   45,035             46,767 
                                                ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                                     53,391             53,229 
                                                ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                     6,172             60,426 
Cash and Cash Equivalents at
 Beginning of Year                                  259,006            257,549 
                                                ------------       ------------
Cash and Cash Equivalents at
 End of Year                                    $   265,178        $   317,975 
                                                ============       ============
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)
                                 STATEMENTS OF CASH FLOWS
                                        (Unaudited)
                 FOR THE YEARS THREE MONTHS ENDED JUNE 30, 1997 AND 1996:
                                                      1997               1996  
SERIES 6                                           ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                      $ (252,532)        $ (224,738)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                                     5,512              5,664 
     Accreted Interest Income
     on Investments in
     Securities                                      (7,411)            (7,480)
     Equity in Losses of
      Project Partnerships                          226,916            198,280 
     Interest Income from Redemption
      of Securities                                       0                  0 
      Changes in Operating Assets
      and Liabilities:
       Increase in Receivable
           From Other Series                              0                  0 
       Increase in Payable 
           To Other Series                                0                  0 
       Increase in Payable to
         General Partners                            26,326             21,406 
                                                 -----------       ------------
         Net Cash Used in
         Operating
         Activities                                  (1,189)            (6,868)
                                                  ----------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                             6,391              5,681 
   Redemption of Investment
     in Securities                                        0                  0 
                                                 -----------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                                      6,391              5,681 
                                                 -----------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                     5,202             (1,187)
Cash and Cash Equivalents at
 Beginning of Year                                  396,736            388,991 
                                                 -----------       ------------
Cash and Cash Equivalents at
 End of Year                                    $   401,938        $   387,804 
                                                 ===========       ============
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)
                                 STATEMENTS OF CASH FLOWS
                                        (Unaudited)
                    FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996:
                                                      1997               1996  
TOTAL SERIES 2-6                                   ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                     $  (783,287)       $  (784,721)
   Adjustments to Reconcile
    Net Loss to Net Cash
    Provided by (Used in)
    Operating Activities:
     Amortization                                     7,962             11,149 
     Accreted Interest Income
     on Investments in
     Securities                                     (36,891)           (38,371)
     Equity in Losses of
      Project Partnerships                          702,131            698,195 
     Interest Income from Redemption
      of Securities                                  60,247             45,797 
      Changes in Operating Assets
      and Liabilities:
       Increase in Receivable
           From Other Series                       (156,308)                 0 
       Increase in Payable
           To Other Series                          156,308                  0 
       Increase in Payable to
         General Partners                           101,435             82,906 
                                                ------------       ------------
         Net Cash Used in
         Operating
         Activities                                  51,597             14,955 
                                                ------------       ------------
Cash Flows from Investing Activities:
   Distributions Received from
     Project Partnerships                            33,003             41,730 
   Redemption of Investment
     in Securities                                  141,754            147,200 
                                                ------------       ------------
      Net Cash Provided by
      (Used in) Investing
      Activities                                    174,757            188,930 
                                                ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                   226,354            203,885 
Cash and Cash Equivalents at
 Beginning of Year                                1,087,001          1,058,553 
                                                ------------       ------------
Cash and Cash Equivalents at
 End of Year                                    $ 1,313,355        $ 1,262,438 
                                                ============       ============
                      See accompanying notes to financial statements.
<PAGE>
                              GATEWAY TAX CREDIT FUND II LTD.
                              (A Florida Limited Partnership)

                               NOTES TO FINANCIAL STATEMENTS
                                        (Unaudited)
                                       JUNE 30, 1997

NOTE 1 - ORGANIZATION:

   Gateway Tax Credit Fund II Ltd. ("Gateway"), a Florida
Limited Partnership, was formed September 12, 1989, under the
laws of Florida.  Operations commenced on September 14, 1990
for Series 2, September 28, 1990 for Series 3, February 1,
1991 for Series 4, July 1, 1991 for Series 5 and January 1, 
1992 for Series 6.  Gateway has invested, as a limited partn-
er, in other limited partnerships ("Project Partnerships")
each of which owns and operates one or more apartment
complexes expected to qualify for Low-Income Housing Tax
Credits.  Gateway will terminate on December 31, 2040, or
sooner, in accordance with the terms of the Limited
Partnership Agreement.  As of March 31, 1997, Gateway had
received capital contributions of $1,000 from the General
Partners and $37,228,000 from Beneficial Assignee Certificate
investors (the "Assignees").  The fiscal year of Gateway for
reporting purposes ends on March 31.

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

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

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

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


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

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

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

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

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

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

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

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

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

Cash and Cash Equivalents

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

Concentration of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

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

Offering and Commission Costs

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

Income Taxes

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

Reclassifications

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

Basis of Preparation

  The unaudited financial statements presented herein have
been prepared in accordance with the instructions to Form 10-Q
and do not include all of the information and note disclosures
required by generally accepted accounting principles.  These
statements should be read in conjunction with the financial
statements and notes thereto included with the Partnership's
Form 10-K for the year ended March 31, 1997.  In the opinion
of management these financial statements include adjustments,
consisting only of normal recurring adjustments, necessary to
fairly summarize the Partnership's financial position and
results of operations.  The results of operations for the
periods may not be indicative of the results to be expected
for the year.


NOTE 3 - INVESTMENT IN SECURITIES:

  The June 30, 1997 Balance Sheet includes Investment in
Securities consisting of U.S. Government Security Strips which
represents their cost, plus accreted interest income of
$119,864 for Series 2, $106,617 for Series 3, $135,073 for
Series 4, $168,350 for Series 5 and $121,870 for Series 6.  
For convenience, the Investment in Securities are commonly
held in a brokerage account with Raymond James and Associates,
Inc.   A separate accounting is maintained for each series'
share of the investments.

  
                                                                  Gross  
                                        Cost Plus              Unrealized
                     Estimated           Accreted               Gains and
                  Market Value           Interest                (Losses)

Series 2             $ 372,058           $353,463               $ 18,595 
Series 3               330,831            314,398                 16,433 
Series 4               419,291            398,310                 20,981 
Series 5               522,432            496,442                 25,990 
Series 6               458,657            446,938                 11,719 

  As of June 30, 1997, the cost and accreted interest of debt
securities by contractual maturities is as follows:
<PAGE>
                                         Series 2                Series 3

Due within 1 year                       $  45,150               $  40,160
After 1 year through 5 years              165,957                 147,616
After 5 years through 10 years            142,356                 126,622
                                        ---------               ---------
  Total Amount Carried on
      Balance Sheet                     $ 353,463               $ 314,398
                                        =========               =========

                                         Series 4                Series 5

Due within 1 year                       $  50,879               $  63,414
After 1 year through 5 years              187,015                 233,089
After 5 years through 10 years            160,416                 199,939
                                        ---------               ---------
  Total Amount Carried on
       Balance Sheet                    $ 398,310               $ 496,442
                                        =========               =========

                                         Series 6                   Total

Due within 1 year                       $  46,508               $ 246,111
After 1 year through 5 years              185,011                 918,688
After 5 years through 10 years            215,419                 844,752
                                        ---------               ---------
  Total Amount Carried on
       Balance Sheet                    $ 446,938              $2,009,551

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


NOTE 4 - RELATED PARTY TRANSACTIONS:

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

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

  For the three months ended June 30, 1997 and 1996 the
General Partners and affiliates are entitled to compensation
and reimbursement for costs and expenses incurred by Gateway
as follows:

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

                                             1997                   1996 
                                             ----                  ------

  Series 2                              $  17,222               $  17,250
  Series 3                                 15,948                  15,982
  Series 4                                 19,568                  19,596
  Series 5                                 24,211                  24,253
  Series 6                                 26,851                  26,916
                                        ---------               ---------
  Total                                 $ 103,800               $ 103,997
                                        =========               =========

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

  Series 2                              $   1,872                $  1,664
  Series 3                                  1,957                   1,742
  Series 4                                  2,468                   2,194
  Series 5                                  3,063                   2,724
  Series 6                                  3,234                   2,875
                                        ---------                --------
  Total                                 $  12,594                $ 11,199
                                        =========                ========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As of June 30, 1997, the Partnership had acquired an interest 
in 22 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:
                                                         June 30,     MARCH 31,
                                                           1997         1997   
SERIES 2                                               ----------    ----------
   
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 4,524,678   $ 4,524,678 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 41,214        39,734 

Cumulative equity in losses of
Project Partnerships (2)                              (4,147,733)   (4,022,371)

Cumulative distributions received
from Project Partnerships                                (54,261)      (51,621)

Acquisition fees and expenses                            390,838       390,838 

Accumulated amortization of
acquisition fees and expenses                            (68,447)      (66,375)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $   686,289   $   814,883 
                                                     ============  ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At June 30, 1997 and March 31, 1997 these excess
costs were $205,718.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative 
suspended losses of $192,090 for the period ended June 30, 1997 and
cumulative suspended losses of $145,935 for the year ended March
31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of June 30, 1997, the Partnership had acquired an interest 
in 23 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:
                                                         June 30,     MARCH 31,
                                                           1997         1997   
SERIES 3                                               ----------    ----------

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

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 44,005        41,993 

Cumulative equity in losses of
Project Partnerships (2)                              (3,685,552)   (3,623,613)

Cumulative distributions received
from Project Partnerships                               (152,758)     (143,977)

Acquisition fees and expenses                            491,746       491,746 

Accumulated amortization of
acquisition fees and expenses                            (72,281)      (70,673)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $   513,873   $   584,189 
                                                     ============  ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At June 30, 1997 and March 31, 1997 these excess
costs were $213,147.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative 
suspended losses of $671,919 for the period ended June 30, 1997 and
cumulative suspended losses of $569,390 for the year ended March
31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of June 30, 1997, the Partnership had acquired an interest 
in 29 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:
                                                         June 30,     MARCH 31,
                                                           1997         1997   
SERIES 4                                               ----------    ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 4,952,519   $ 4,952,519 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 78,200        74,647 

Cumulative equity in losses of
Project Partnerships (2)                              (4,134,037)   (4,003,381)

Cumulative distributions received
from Project Partnerships                                (83,086)      (76,251)

Acquisition fees and expenses                            562,967       562,967 

Accumulated amortization of
acquisition fees and expenses                            (90,246)      (87,182)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $ 1,286,317   $ 1,423,319 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At June 30, 1997 and March 31, 1997 these excess
costs were $411,863. 
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative 
suspended losses of $179,729 for the period ended June 30, 1997 and
cumulative suspended losses of $106,365 for the year ended March
31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of June 30, 1997, the Partnership had acquired an interest 
in 36 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:
                                                         June 30,     MARCH 31,
                                                           1997         1997   
SERIES 5                                               ----------    ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 6,164,472   $ 6,164,472 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 34,683        33,149 

Cumulative equity in losses of
Project Partnerships (2)                              (4,535,868)   (4,378,628)

Cumulative distributions received
from Project Partnerships                               (113,491)     (105,135)

Acquisition fees and expenses                            650,837       650,837 

Accumulated amortization of
acquisition fees and expenses                           (100,348)      (96,063)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $ 2,100,267   $ 2,268,632 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At June 30, 1997 and March 31, 1997 these excess
costs were $214,636.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative 
suspended losses of $39,357 for the period ended June 30, 1997 and
cumulative suspended losses of $25,401 for the year ended March 31,
1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   As of June 30, 1997, the Partnership had acquired an interest 
in 38 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes.  The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
   The following is a summary of Investments in Project Partnerships
as of:
                                                         June 30,     MARCH 31,
                                                           1997         1997   
SERIES 6                                               ----------    ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                                $ 7,462,215   $ 7,462,215 

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                 (2,998)       (2,849)

Cumulative equity in losses of
Project Partnerships (2)                              (4,359,812)   (4,132,896)

Cumulative distributions received
from Project Partnerships                                (99,563)      (93,172)

Acquisition fees and expenses                            785,179       785,179 

Accumulated amortization of
acquisition fees and expenses                           (111,314)     (105,951)
                                                     ------------  ------------
Investments in
 Project Partnerships                                $ 3,673,707   $ 3,912,526 
                                                     ============  ============

(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price.  At June 30, 1997 and March 31, 1997 these excess
costs were ($20,841).
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative 
suspended losses of $104,699 for the period ended June 30, 1997 and
cumulative suspended losses of $89,395 for the year ended March 31,
1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   The following is a summary of Investments in Project
Partnerships:

                                                         June 30,     MARCH 31,
                                                           1997         1997   
TOTAL SERIES 2 - 6                                     ----------    ----------

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

Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1)                                                195,104       186,674 

Cumulative equity in losses of
Project Partnerships                                 (20,863,020)  (20,160,889)

Cumulative distributions received
from Project Partnerships                               (503,159)     (470,156)

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

Accumulated amortization of
acquisition fees and expenses                           (442,636)     (426,244)
                                                    ------------- -------------

Investments in
 Project Partnerships                               $  8,260,453  $  9,003,549 
                                                    ============= =============

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

   In accordance with the Partnership's policy of presenting the 
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of March 31 of each year:

                                                      1997             1996    
SERIES 2                                       -------------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                              $  1,634,549       $  1,479,746 
   Investment properties, net                    22,326,462         23,181,244 
   Other assets                                      11,036              3,061 
                                               -------------      -------------
     Total assets                              $ 23,972,047       $ 24,664,051 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $    467,917       $    407,458 
   Long-term debt                                23,260,181         23,305,419 
                                               -------------      -------------
     Total liabilities                           23,728,098         23,712,877 

Partners' Equity
   Limited Partner                                  168,997            860,975 
   General Partners                                  74,952             90,199 
                                               -------------       ------------
                                                    243,949            951,174 
     Total liabilities and
     partners' equity                          $ 23,972,047       $ 24,664,051 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $    663,171       $    634,071 
Expenses:
   Operating expenses                               389,835            322,660 
   Interest expense                                 206,339            205,367 
   Depreciation and amortization                    240,247            239,590 
                                               -------------      -------------
     Total expenses                                 836,421            767,617 

       Net loss                                $   (173,250)      $   (133,546)
                                               =============      =============
   Other partners' share
    of net loss                                $     (1,733)      $     (1,335)
   Partnership's share
    of net loss                                $   (171,517)      $   (132,211)
     Suspended loss                                  46,155             11,559 
                                               -------------      -------------
   Equity in Loss of
      Project Partnerships                     $   (125,362)      $   (120,652)
                                               =============      =============
 <PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Partnership's policy of presenting the 
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of March 31 of each year:

                                                      1997             1996    
SERIES 3                                       -------------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                              $  2,051,340       $  1,888,543 
   Investment properties, net                    19,561,292         20,584,176 
   Other assets                                     243,192            234,599 
                                               -------------      -------------
     Total assets                              $ 21,855,824       $ 22,707,318 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $    538,944       $    612,858 
   Long-term debt                                21,839,234         21,896,992 
                                               -------------      -------------
     Total liabilities                           22,378,178         22,509,850 

Partners' Equity
   Limited Partner                                 (851,512)          (168,837)
   General Partners                                 329,158            366,305 
                                               -------------       ------------
                                                   (522,354)           197,468 
     Total liabilities and
     partners' equity                          $ 21,855,824       $ 22,707,318 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $    613,571       $    608,589 
Expenses:
   Operating expenses                               394,769            373,163 
   Interest expense                                 154,508            147,290 
   Depreciation and amortization                    230,423            232,854 
                                               -------------      -------------
     Total expenses                                 779,700            753,307 

       Net loss                                $   (166,129)      $   (144,718)
                                               =============      =============
   Other partners' share
    of net loss                                $     (1,661)      $     (1,447)
   Partnership's share
    of net loss                                $   (164,468)      $   (143,271)
     Suspended loss                                 102,529             73,543 
                                               -------------      -------------
   Equity in Loss of
      Project Partnerships                     $    (61,939)      $    (69,728)
                                               =============      =============
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Partnership's policy of presenting the 
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of March 31 of each year:

                                                      1997             1996    
SERIES 4                                       -------------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                              $  2,016,453       $  1,896,011 
   Investment properties, net                    26,071,590         27,026,624 
   Other assets                                      24,404             51,407 
                                               -------------      -------------
     Total assets                              $ 28,112,447       $ 28,974,042 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $    647,739       $    632,921 
   Long-term debt                                26,615,588         26,662,834 
                                               -------------      -------------
     Total liabilities                           27,263,327         27,295,755 

Partners' Equity
   Limited Partner                                  597,524          1,392,512 
   General Partners                                 251,596            285,775 
                                               -------------       ------------
                                                    849,120          1,678,287 
     Total liabilities and
     partners' equity                          $ 28,112,447       $ 28,974,042 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $    782,939       $    778,553 
Expenses:
   Operating expenses                               478,798            441,472 
   Interest expense                                 249,829            229,364 
   Depreciation and amortization                    260,393            264,470 
                                               -------------      -------------
     Total expenses                                 989,020            935,306 

       Net loss                                $   (206,081)      $   (156,753)
                                               =============      =============
   Other partners' share
    of net loss                                $     (2,061)      $     (1,568)
   Partnership's share
    of net loss                                $   (204,020)      $   (155,185)
     Suspended loss                                  73,364              4,821 
                                               -------------      -------------
   Equity in Loss of
      Project Partnerships                     $   (130,656)      $   (150,364)
                                               =============      =============
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Partnership's policy of presenting the 
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of March 31 of each year:

                                                      1997             1996    
SERIES 5                                       -------------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                              $  2,629,405       $  2,341,205 
   Investment properties, net                    32,629,849         33,956,699 
   Other assets                                       5,057              2,924 
                                               -------------      -------------
     Total assets                              $ 35,264,311       $ 36,300,828 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $    788,633       $    751,322 
   Long-term debt                                32,899,775         32,970,731 
                                               -------------      -------------
     Total liabilities                           33,688,408         33,722,053 

Partners' Equity
   Limited Partner                                1,599,064          2,572,119 
   General Partners                                 (23,161)             6,656 
                                               -------------       ------------
                                                  1,575,903          2,578,775 
     Total liabilities and
     partners' equity                          $ 35,264,311       $ 36,300,828 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $    880,340       $    869,596 
Expenses:
   Operating expenses                               490,050            471,489 
   Interest expense                                 219,451            206,653 
   Depreciation and amortization                    343,782            352,233 
                                               -------------      -------------
     Total expenses                               1,053,283          1,030,375 

       Net loss                                $   (172,943)      $   (160,779)
                                               =============      =============
   Other partners' share
    of net loss                                $     (1,729)      $     (1,608)
   Partnership's share
    of net loss                                $   (171,214)      $   (159,171)
     Suspended loss                                  13,956                  0 
                                               -------------      -------------
   Equity in Loss of
      Project Partnerships                     $   (157,258)      $   (159,171)
                                               =============    ============== 
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Partnership's policy of presenting the 
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of March 31 of each year:

                                                      1997             1996    
SERIES 6                                       -------------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                              $  2,784,026       $  2,508,965 
   Investment properties, net                    36,759,850         38,090,663 
   Other assets                                      15,234             26,274 
                                               -------------      -------------
     Total assets                              $ 39,559,110       $ 40,625,902 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $    898,230       $    916,324 
   Long-term debt                                35,847,402         35,930,403 
                                               -------------      -------------
     Total liabilities                           36,745,632         36,846,727 

Partners' Equity
   Limited Partner                                2,940,931          3,891,357 
   General Partners                                (127,453)          (112,182)
                                               -------------       ------------
                                                  2,813,478          3,779,175 
     Total liabilities and
     partners' equity                          $ 39,559,110       $ 40,625,902 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $    959,693       $  1,025,539 
Expenses:
   Operating expenses                               562,341            595,647 
   Interest expense                                 274,912            246,615 
   Depreciation and amortization                    367,107            390,847 
                                               -------------      -------------
     Total expenses                               1,204,360          1,233,109 

       Net loss                                $   (244,667)      $   (207,570)
                                               =============      =============
   Other partners' share
    of net loss                                 $    (2,447)      $     (2,076)
   Partnership's share
    of net loss                                $   (242,220)      $   (206,494)
     Suspended loss                                  15,304              7,214 
                                               -------------      -------------
   Equity in Loss of
      Project Partnerships                     $   (226,916)      $   (198,280)
                                               =============    ============== 
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Partnership's policy of presenting the 
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of March 31 of each year:

                                                      1997             1996    
TOTAL SERIES 2 - 6                             -------------     --------------
SUMMARIZED BALANCE SHEETS
Assets:
   Current assets                              $ 11,115,773       $ 10,114,470 
   Investment properties, net                   137,349,043        142,839,406 
   Other assets                                     298,923            318,265 
                                               -------------      -------------
     Total assets                              $148,763,739       $153,272,141 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $  3,341,463       $  3,320,883 
   Long-term debt                               140,462,180        140,766,379 
                                               -------------      -------------
     Total liabilities                          143,803,643        144,087,262 

Partners' Equity
   Limited Partner                                4,455,004          8,548,126 
   General Partners                                 505,092            636,753 
                                               -------------       ------------
                                                  4,960,096          9,184,879 
     Total liabilities and
     partners' equity                          $148,763,739       $153,272,141 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $  3,899,714       $  3,916,348 
Expenses:
   Operating expenses                             2,315,793          2,204,431 
   Interest expense                               1,105,039          1,035,289 
   Depreciation and amortization                  1,441,952          1,479,994 
                                               -------------      -------------
     Total expenses                               4,862,784          4,719,714 

       Net loss                                $   (963,070)      $   (806,366)
                                               =============      =============
   Other partners' share
    of net loss                                $     (9,631)      $     (8,034)
   Partnership's share
    of net loss                                $   (953,439)      $   (795,332)
     Suspended loss                                 251,308             97,137 
                                               -------------      -------------
   Equity in Loss of
      Project Partnerships                     $   (702,131)      $   (698,195)
                                               =============    ============== 
<PAGE>
Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations, Liquidity and Capital Resources

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

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

  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 were comparable for the three months ended
June 30, 1997 and June 30, 1996.  In general, it is common in the
real estate industry to experience losses for financial and tax
reporting purposes because of the non-cash expenses of depreciation
and amortization. As a result, management expects that this Series,
as well as those described below, will report its equity in Project
Partnerships as a loss for tax and financial reporting purposes. 
Overall, management believes the Project Partnerships are operating
as expected and are generating tax credits which meet projections.

  At June 30, 1997, the Series had $342,705 of short-term
investments (Cash and Cash Equivalents).  It also had $353,463 in
Zero Coupon Treasuries with annual maturities providing $47,508 in
fiscal year 1999 increasing to $66,285 in fiscal year 2007. 
Management believes the sources of funds are sufficient to meet
current and ongoing operating costs for the foreseeable future, and
to pay part of the Asset Management Fee.
 
  As disclosed on the statement of cash flows, the Series had a net
loss of $136,539 for the three months ended June 30, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $125,362 and the changes in operating assets and 
liabilities, net cash provided by operating activities was
$169,439.  This was due to a payable to other series which
consisted of cash to be transferred from the maturity of the Zero
Coupon Treasuries.  Cash provided by investing activities totaled
$34,705, consisting of $2,640 in cash distributions from the
Project Partnerships and $32,065 from matured Zero Coupon
Treasuries. There were no unusual events or trends to describe.

  Series 3 - Gateway closed this series on December 13, 1990 after
receiving $5,456,000 from 398 Assignees.  Equity in Losses of
Project Partnerships were comparable for the three months ended
June 30, 1997 and June 30, 1996.  At June 30, 1997, the Series had
$116,222 of short-term investments (Cash and Cash Equivalents).  
It also had $314,398 in Zero Coupon Treasuries with annual
maturities providing $42,244 in fiscal year 1999 increasing to
$58,940 in fiscal year 2007.  Management believes the sources of 
funds are sufficient to meet current and ongoing operating costs 
for the foreseeable future, and to pay part of the Asset Management
Fee.
 
  As disclosed on the statement of cash flows, the Series had a net
loss of $73,521 for the three months ended June 30, 1997.  However,
after adjusting for Equity in Losses of Project Partnerships of
$61,939 and the changes in operating assets and liabilities, net
cash used in operating activities was $31,005.  This was due to a
receivable from other series which consisted of cash to be
transferred from the maturity of the Zero Coupon Treasuries.  Cash
provided by investing activities totaled $37,302, consisting of
$8,781 in cash distributions from the Project Partnerships and
$28,521 from matured Zero Coupon Treasuries. There were no unusual
events or trends to describe.

  Series 4 - Gateway closed this series on May 31, 1991 after
receiving $6,915,000 from 465 Assignees.  Equity in Losses of
Project Partnerships were comparable for the three months ended
June 30, 1997 and June 30, 1996.  In general, it is common in the
real estate industry to experience losses for financial and tax
reporting purposes because of the non-cash expenses of depreciation
and amortization. As a result, management expects that this Series,
as well as those described below, will report its equity in Project
Partnerships as a loss for tax and financial reporting purposes. 
Overall, management believes the Project Partnerships are operating
as expected and are generating tax credits which meet projections.

  At June 30, 1997, the Series had $187,312 of short-term
investments (Cash and Cash Equivalents).  It also had $398,310 in
Zero Coupon Treasuries with annual maturities providing $53,539 in
fiscal year 1999 increasing to $74,700 in fiscal year 2007. 
Management believes the sources of funds are sufficient to meet
current and ongoing operating costs for the foreseeable future, and
to pay part of the Asset Management Fee.
 
  As disclosed on the statement of cash flows, the Series had a net
loss of $144,043 for the three months ended June 30, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $130,656 and the changes in operating assets and 
liabilities, net cash used in operating activities was $38,429.
This was due to a receivable from other series which consisted of
cash to be transferred from the maturity of the Zero Coupon
Treasuries.  Cash provided by investing activities totaled $42,968,
consisting of $6,835 in cash distributions from the Project
Partnerships and $36,133 from matured Zero Coupon Treasuries. There
were no unusual events or trends to describe.

  Series 5 - Gateway closed this series on October 11, 1991 after
receiving $8,616,000 from 535 Assignees.  Equity in Losses of
Project Partnerships were comparable for the three months ended
June 30, 1997 and June 30, 1996.  In general, it is common in the
real estate industry to experience losses for financial and tax
reporting purposes because of the non-cash expenses of depreciation
and amortization. As a result, management expects that this Series,
as well as those described below, will report its equity in Project
Partnerships as a loss for tax and financial reporting purposes. 
Overall, management believes the Project Partnerships are operating
as expected and are generating tax credits which meet projections.

  At June 30, 1997, the Series had $265,178 of short-term
investments (Cash and Cash Equivalents).  It also had $496,442 in
Zero Coupon Treasuries with annual maturities providing $66,709 in
fiscal year 1999 increasing to $93,075 in fiscal year 2007. 
Management believes the sources of funds are sufficient to meet
current and ongoing operating costs for the foreseeable future, and
to pay part of the Asset Management Fee.
 
  As disclosed on the statement of cash flows, the Series had a net
loss of $176,652 for the three months ended June 30, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $157,258 and the changes in operating assets and 
liabilities, net cash used in operating activities was $47,219.
This was due to a receivable from other series which consisted of
cash to be transferred from the maturity of the Zero Coupon
Treasuries.  Cash provided by investing activities totaled $53,391,
consisting of $8,356 in cash distributions from the Project
Partnerships and $45,035 from matured Zero Coupon Treasuries. There
were no unusual events or trends to describe.


  Series 6 - Gateway closed this series on March 11, 1992 after
receiving $10,105,000 from 625 Assignees.  Equity in Losses of
Project Partnerships were comparable for the three months ended
June 30, 1997 and June 30, 1996.  In general, it is common in the
real estate industry to experience losses for financial and tax
reporting purposes because of the non-cash expenses of depreciation
and amortization. As a result, management expects that this Series,
as well as those described below, will report its equity in Project
Partnerships as a loss for tax and financial reporting purposes. 
Overall, management believes the Project Partnerships are operating
as expected and are generating tax credits which meet projections.

  At June 30, 1997, the Series had $401,938 of short-term
investments (Cash and Cash Equivalents).  It also had $446,938 in
Zero Coupon Treasuries with annual maturities providing $48,000 in
fiscal year 1999 increasing to $83,000 in fiscal year 2007. 
Management believes the sources of funds are sufficient to meet
current and ongoing operating costs for the foreseeable future, and
to pay part of the Asset Management Fee.
 
  As disclosed on the statement of cash flows, the Series had a net
loss of $252,532 for the three months ended June 30, 1997. 
However, after adjusting for Equity in Losses of Project
Partnerships of $226,916 and the changes in operating assets and 
liabilities, net cash used in operating activities was $1,189. Cash
provided by investing activities totaled $6,391, consisting of cash
distributions from the Project Partnerships.  There were no unusual
events or trends to describe.
 

  <PAGE>

                                            SIGNATURES


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


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






Date:  August 29, 1997                    By:/s/ Ronald M. Diner 
                                          Ronald M. Diner
                                          President



Date:  August 29, 1997                    By:/s/ Sandra L. Furey  
                                          Sandra L. Furey
                                          Secretary and Treasurer<PAGE>