GTWY2

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC  20549

                                  FORM 10-Q

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

For The Quarterly Period Ended          December 31, 2000

Commission File Number                       0-19022

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

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

     880 Carillon Parkway,   St. Petersburg,   Florida       33716
    (Address of principal executive offices)              (Zip Code)
Registrant's Telephone Number, Including Area Code:      (727)573-3800

Indicate  by  check  mark whether the Registrant: (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding 12 months (or for such shorter period  that  the
Registrant  was required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.
                      YES     X              NO

                                                        Number of Units
      Title of Each Class                              December 31, 2000
Beneficial Assignee Certificates:
$1,000 per certificate                                       37,228

                     DOCUMENTS INCORPORATED BY REFERENCE
               Parts I and II, 1998 Form 10-K, filed with the
             Securities and Exchange Commission on July 14, 2000
             Parts III and IV - Form S-11 Registration Statement
                 and all amendments and supplements thereto
                              File No. 33-31821


PART I - Financial Information
 Item 1.  Financial Statements
                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                               BALANCE SHEETS
SERIES 2                                        December 31,      March 31,
                                                    2000             2000
                                                 ---------        ----------
                                                (Unaudited)       (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   206,545     $   188,570
 Investments in Securities                           52,912          51,800
                                               ------------    ------------
    Total Current Assets                            259,457         240,370

 Investments in Securities                          237,827         274,482
 Investments in Project Partnerships, Net           117,214         208,215
                                              -------------   -------------
    Total Assets                                $   614,498     $   723,067
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         43,062          45,773
                                              -------------   -------------
    Total Current Liabilities                        43,062          45,773
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        380,060         361,953
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at December 31, 2000 and
March 31, 2000 have been issued to the
assignees
Assignees
 Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $1,000 stated
value per BAC, 37,228 at December 31,
2000 and March 31, 2000, issued and
outstanding                                         243,262         365,987
General Partners                                    (51,886)        (50,646)
                                              -------------   -------------
  Total Partners' Equity                            191,376         315,341
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   614,498     $   723,067
                                              =============   =============

               See accompanying notes to financial statements.


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


SERIES 3                                        December 31,      March 31,
                                                    2000            2000
                                                  ---------      ----------
                                                 (Unaudited)      (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   171,826     $   155,487
 Investments in Securities                           47,064          46,075
                                               ------------    ------------
  Total Current Assets                              218,890         201,562

 Investments in Securities                          211,542         244,145
 Investments in Project Partnerships, Net            60,014         100,190
                                              -------------   -------------
    Total Assets                                $   490,446     $   545,897
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         47,192          49,763
                                              -------------   -------------
  Total Current Liabilities                          47,192          49,763
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        278,967         269,872
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at December 31, 2000 and
March 31, 2000 have been issued to the
assignees
Assignees
 Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $1,000 stated
value per BAC, 37,228 at December 31,
2000 and  March 31, 2000, issued and
outstanding                                         210,460         271,815
General Partners                                    (46,173)        (45,553)
                                              -------------   -------------
  Total Partners' Equity                            164,287         226,262
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   490,446     $   545,897
                                              =============   =============

               See accompanying notes to financial statements.

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

SERIES 4                                        December 31,      March 31,
                                                    2000            2000
                                                  ---------      ----------
                                                 (Unaudited)      (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   247,307     $   226,648
 Investments in Securities                           59,625          58,372
                                               ------------    ------------
  Total Current Assets                              306,932         285,020

 Investments in Securities                          268,002         309,308
 Investments in Project Partnerships, Net           307,179         487,692
                                              -------------   -------------
    Total Assets                                $   882,113     $ 1,082,020
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         52,038          54,952
                                              -------------   -------------
  Total Current Liabilities                          52,038          54,952
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        364,967         348,096
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at December 31, 2000 and
March 31, 2000 have been issued to the
assignees
Assignees
 Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $1,000 stated
value per BAC, 37,228 at December 31,
2000 and March 31, 2000, issued and
outstanding                                         521,111         732,836
General Partners                                    (56,003)        (53,864)
                                              -------------   -------------
  Total Partners' Equity                            465,108         678,972
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   882,113     $ 1,082,020
                                              =============   =============

               See accompanying notes to financial statements.


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

SERIES 5                                        December 31,      March 31,
                                                    2000             2000
                                                 ---------        ----------
                                                (Unaudited)       (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   339,620     $   318,707
 Investments in Securities                           74,315          72,753
                                               ------------    ------------
  Total Current Assets                              413,935         391,460

 Investments in Securities                          334,031         385,513
 Investments in Project Partnerships, Net           785,233         951,449
                                              -------------   -------------
    Total Assets                                $ 1,533,199     $ 1,728,422
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         69,797          73,415
                                              -------------   -------------
  Total Current Liabilities                          69,797          73,415
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        360,188         345,734
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at December 31, 2000 and
March 31, 2000 have been issued to the
assignees
Assignees
 Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $1,000 stated
value per BAC, 37,228 at December 31,
2000 and March 31, 2000, issued and
outstanding                                       1,167,806       1,371,804
General Partners                                    (64,592)        (62,531)
                                              -------------   -------------
  Total Partners' Equity                          1,103,214       1,309,273
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 1,533,199     $ 1,728,422
                                              =============   =============

               See accompanying notes to financial statements.


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

SERIES 6                                        December 31,      March 31,
                                                    2000             2000
                                                 ---------        ----------
                                                (Unaudited)       (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   366,618     $   422,800
 Investments in Securities                           57,899          55,114
                                               ------------    ------------
  Total Current Assets                              424,517         477,914

 Investments in Securities                          335,701         318,064
 Investments in Project Partnerships, Net         1,617,656       1,997,390
                                              -------------   -------------
    Total Assets                                $ 2,377,874     $ 2,793,368
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                         65,349          69,212
                                              -------------   -------------
  Total Current Liabilities                          65,349          69,212
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        463,331         438,798
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at December 31, 2000 and
March 31, 2000 have been issued to the
assignees
Assignees
 Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $1,000 stated
value per BAC, 37,228 at December 31,
2000 and March 31, 2000, issued and
outstanding                                       1,919,428       2,351,230
General Partners                                    (70,234)        (65,872)
                                              -------------   -------------
  Total Partners' Equity                          1,849,194       2,285,358
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 2,377,874     $ 2,793,368
                                              =============   =============

               See accompanying notes to financial statements.


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

TOTAL SERIES 2 - 6                              December 31,      March 31,
                                                    2000            2000
                                                 ---------      ----------
                                                (Unaudited)      (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $ 1,331,916     $ 1,312,212
  Investments in Securities                         291,815         284,114
                                               ------------    ------------
  Total Current Assets                            1,623,731       1,596,326

 Investments in Securities                        1,387,103       1,531,512
 Investments in Project Partnerships, Net         2,887,296       3,744,936
                                              -------------   -------------
    Total Assets                                $ 5,898,130     $ 6,872,774
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                        277,438         293,115
                                              -------------   -------------
  Total Current Liabilities                         277,348         293,115
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                      1,847,513       1,764,453
                                              -------------   -------------
Partners' Equity:
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at December 31, 2000 and
March 31, 2000 have been issued to the
assignees
Assignees
 Units of beneficial interest of the
limited partnership interest of the
assignor limited partner, $1,000 stated
value per BAC, 37,228 at December 31,
2000 and March 31, 2000, issued and
outstanding                                       4,062,066       5,093,672
General Partners                                   (288,887)       (278,466)
                                              -------------   -------------
  Total Partners' Equity                          3,773,179       4,815,206
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 5,898,130     $ 6,872,774
                                              =============   =============

               See accompanying notes to financial statements.

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

                           STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 2                                               2000          1999
                                                       ----          ----
Revenues:
 Interest Income                                $     8,515   $     8,413
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                17,128        17,162
 General and Administrative:
  General Partner                                     1,482         1,745
  Other                                               1,548           971
 Amortization                                           816         1,212
                                               ------------  ------------
  Total Expenses                                     20,974        21,090
                                               ------------  ------------
Loss Before Equity in Losses of
Project Partnerships                                (12,459)      (12,677)
Equity in Gain or Losses of Project
Partnerships                                         29,114       (64,347)
                                               ------------  ------------
Net Gain or Loss                                $    16,655   $   (77,024)
                                               ============  ============
Allocation of Net Gain or Loss:
 Assignees                                           16,489       (76,254)
 General Partners                                       166          (770)
                                               ------------  ------------
                                                $    16,655   $   (77,024)
                                               ============  ============
Net Gain or Loss Per Beneficial
Assignee Certificate                            $      2.69   $    (12.43)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              6,136         6,136
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 3                                               2000          1999
                                                       ----          ----
Revenues:
 Interest Income                                $     7,395   $     7,300
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                15,825        15,870
 General and Administrative:
  General Partner                                     1,550         1,825
  Other                                               1,830         1,056
 Amortization                                           280           760
                                               ------------  ------------
  Total Expenses                                     19,485        19,511
                                               ------------  ------------
Loss Before Equity in Losses of
Project Partnerships                                (12,090)      (12,211)
Equity in Losses of Project Partnerships             (1,311)      (62,128)
                                               ------------  ------------
Net Loss                                        $   (13,401)  $   (74,339)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                          (13,267)      (73,596)
 General Partners                                      (134)         (743)
                                               ------------  ------------
                                                $   (13,401)  $   (74,339)
                                               ============  ============
Net Loss Per Beneficial
Assignee Certificate                            $     (2.44)  $    (13.49)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              5,456         5,456
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 4                                               2000           1999
                                                       ----           ----
Revenues:
 Interest Income                                $     9,814    $     9,707
                                               ------------   ------------
Expenses:
 Asset Management Fee-General Partner                19,458         19,497
 General and Administrative:
  General Partner                                     1,955          2,301
  Other                                               2,205          1,800
 Amortization                                         1,664          1,932
                                               ------------   ------------
  Total Expenses                                     25,282         25,530
                                               ------------   ------------
Loss Before Equity in Losses of
Project Partnerships                                (15,468)       (15,823)
Equity in Losses of Project Partnerships            (40,919)       (39,732)
                                               ------------   ------------
Net Loss                                        $   (56,387)   $   (55,555)
                                               ============   ============
Allocation of Net Loss:
 Assignees                                          (55,823)       (54,999)
 General Partners                                      (564)          (556)
                                               ------------   ------------
                                                $   (56,387)   $   (55,555)
                                               ============   ============
Net Loss Per Beneficial Assignee
Certificate                                     $     (8.07)   $     (7.95)
Number of Beneficial Assignee                  ============   ============
Certificates Outstanding                              6,915          6,915
                                               ============   ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 5                                               2000          1999
                                                       ----          ----
Revenues:
 Interest Income                                $    12,642   $    12,448
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                24,060        24,115
 General and Administrative:
  General Partner                                     2,426         2,857
  Other                                               2,448         1,716
 Amortization                                         1,540         1,632
                                               ------------  ------------
  Total Expenses                                     30,474        30,320
                                               ------------  ------------
Loss Before Equity in Losses of
Project Partnerships                                (17,832)      (17,872)
Equity in Losses of Project Partnerships             (9,053)      (68,472)
                                               ------------  ------------
Net Loss                                        $   (26,885)  $   (86,344)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                          (26,616)      (85,480)
 General Partners                                      (269)         (864)
                                               ------------  ------------
                                                $   (26,885)  $   (86,344)
                                               ============  ============
Net Loss Per Beneficial Assignee
Certificate                                     $     (3.09)  $     (9.92)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              8,616         8,616
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 6                                              2000           1999
                                                      ----           ----
Revenues:
 Interest Income                                $    12,276   $    11,905
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                26,622        26,704
 General and Administrative:
  General Partner                                     2,561         3,015
  Other                                               3,007         1,720
 Amortization                                         3,745         4,014
                                               ------------  ------------
  Total Expenses                                     35,935        35,453
                                               ------------  ------------
Loss Before Equity in Losses of
Project Partnerships                                (23,659)      (23,548)
Equity in Losses of Project Partnerships            (76,621)      (76,542)
                                               ------------  ------------
Net Loss                                        $  (100,280) $  (100,0090)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                          (99,277)      (99,089)
 General Partners                                    (1,003)       (1,001)
                                               ------------  ------------
                                                $  (100,280)  $  (100,090)
                                               ============  ============
Net Loss Per Beneficial Assignee
Certificate                                     $     (9.82)   $    (9.81)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                             10,105        10,105
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
TOTAL SERIES 2 - 6                                     2000          1999
                                                       ----          ----
Revenues:
 Interest Income                                $    50,642   $    49,773
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner               103,093       103,348
 General and Administrative:
  General Partner                                     9,974        11,743
  Other                                              11,038         7,263
 Amortization                                         8,045        12,835
                                               ------------  ------------
  Total Expenses                                    132,150       131,904
                                               ------------  ------------
Loss Before Equity in Losses of
Project Partnerships                                (81,508)      (82,131)
Equity in Losses of Project Partnerships            (98,790)     (311,221)
                                               ------------  ------------
Net Loss                                        $  (180,298)  $  (393,352)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                         (178,495)     (389,419)
 General Partners                                    (1,803)       (3,933)
                                               ------------  ------------
                                                $  (180,298)  $  (393,352)
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 2                                               2000          1999
                                                       ----          ----
Revenues:
 Interest Income                                $    25,977   $    24,630
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                51,384        51,486
 General and Administrative:
  General Partner                                     6,574         6,223
  Other                                               7,847         8,314
 Amortization                                         2,448         3,636
                                               ------------  ------------
  Total Expenses                                     68,253        69,659
                                               ------------  ------------
Loss Before Equity in Losses of
Project Partnerships                                (42,276)      (45,029)
Equity in Losses of Project Partnerships            (81,689)     (185,754)
                                               ------------  ------------
Net Loss                                        $  (123,965)  $  (230,783)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                         (122,725)     (228,475)
 General Partners                                    (1,240)       (2,308)
                                               ------------  ------------
                                                $  (123,965)  $  (230,783)
                                               ============  ============
Net Loss Per Beneficial
Assignee Certificate                            $    (20.00)  $    (37.24)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              6,136         6,136
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 3                                               2000          1999
                                                       ----          ----
Revenues:
 Interest Income                                $    22,445   $    21,435
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                47,475        47,610
 General and Administrative:
  General Partner                                     6,873         6,506
  Other                                               8,086         7,995
 Amortization                                           840         2,280
                                               ------------  ------------
  Total Expenses                                     63,274        64,391
                                               ------------  ------------
Loss Before Equity in Losses of
Project Partnerships                                (40,829)      (42,956)
Equity in Losses of Project Partnerships            (21,146)     (112,691)
                                               ------------  ------------
Net Loss                                        $   (61,975)  $  (155,647)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                          (61,355)     (154,091)
 General Partners                                      (620)       (1,556)
                                               ------------  ------------
                                                $   (61,975)  $  (155,647)
                                               ============  ============
Net Loss Per Beneficial
Assignee Certificate                            $    (11.25)  $    (28.24)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              5,456         5,456
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 4                                               2000           1999
                                                       ----           ----
Revenues:
 Interest Income                                $    29,648    $    28,316
                                               ------------   ------------
Expenses:
 Asset Management Fee-General Partner                58,374         58,491
 General and Administrative:
  General Partner                                     8,666          8,199
  Other                                               9,969         10,096
 Amortization                                         4,992          5,796
                                               ------------   ------------
  Total Expenses                                     82,001         82,582
                                               ------------   ------------
Loss Before Equity in Losses of
Project Partnerships                                (52,353)       (54,266)
Equity in Losses of Project Partnerships           (161,511)      (166,728)
                                               ------------   ------------
Net Loss                                        $  (213,864)    $ (220,994)
                                               ============   ============
Allocation of Net Loss:
 Assignees                                         (211,725)      (218,784)
 General Partners                                    (2,139)        (2,210)
                                               ------------   ------------
                                                $  (213,864)   $  (220,994)
                                               ============   ============
Net Loss Per Beneficial Assignee
Certificate                                     $    (30.62)   $    (31.64)
Number of Beneficial Assignee                  ============   ============
Certificates Outstanding                              6,915          6,915
                                               ============   ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 5                                               2000          1999
                                                       ----          ----
Revenues:
 Interest Income                                $    38,293   $    36,294
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                72,180        72,345
 General and Administrative:
  General Partner                                    10,758        10.184
  Other                                              12,125        12,055
 Amortization                                         4,620         4,896
                                               ------------  ------------
  Total Expenses                                     99,683        99,480
                                               ------------  ------------
Loss Before Equity in Losses of
Project Partnerships                                (61,390)      (63,186)
Equity in Losses of Project Partnerships           (144,669)     (180,492)
                                               ------------  ------------
Net Loss                                        $  (206,059)  $  (243,678)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                         (203,998)     (241,241)
 General Partners                                    (2,061)       (2,437)
                                               ------------  ------------
                                                $  (206,059)  $  (243,678)
                                               ============  ============
Net Loss Per Beneficial Assignee
Certificate                                     $    (23.68)  $    (28.00)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              8,616         8,616
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
SERIES 6                                               2000          1999
                                                       ----          ----
Revenues:
 Interest Income                                $    37,535   $    34,665
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                79,466        80,112
 General and Administrative:
  General Partner                                    11,356        10,749
  Other                                              13,309        12,695
 Amortization                                        11,235        12,042
                                               ------------  ------------
  Total Expenses                                    115,366       115,598
                                               ------------  ------------
Loss Before Equity in Losses of
Project Partnerships                                (77,831)      (80,933)
Equity in Losses of Project Partnerships           (358,333)     (414,485)
                                               ------------  ------------
Net Loss                                        $  (436,164)  $  (495,418)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                         (431,802)     (490,464)
 General Partners                                    (4,362)       (4,954)
                                               ------------  ------------
                                                $  (436,164)  $  (495,418)
                                               ============  ============
Net Loss Per Beneficial Assignee
Certificate                                     $    (42.73)  $    (48.54)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                             10,105        10,105
                                               ============  ============

               See accompanying notes to financial statements.

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

                          STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED DECEMBER 31,
                                 (Unaudited)
TOTAL SERIES 2 - 6                                     2000          1999
                                                       ----          ----
Revenues:
 Interest Income                                $   153,898   $   145,340
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner               308,879       310,044
 General and Administrative:
  General Partner                                    44,227        41,861
  Other                                              51,336        51,155
 Amortization                                        24,135        28,650
                                               ------------  ------------
  Total Expenses                                    428,577       431,710
                                               ------------  ------------
Loss Before Equity in Losses of
Project Partnerships                               (274,679)     (286,370)
Equity in Losses of Project Partnerships           (767,348)   (1,060,150)
                                               ------------  ------------
Net Loss                                        $(1,042,027)  $(1,346,520)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                       (1,031,605)   (1,333,056)
 General Partners                                   (10,422)      (13,464)
                                               ------------  ------------
                                                $(1,042,027)  $(1,346,520)
                                               ============  ============

               See accompanying notes to financial statements.


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

                       STATEMENTS OF PARTNERS' EQUITY
            FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                 (Unaudited)

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

Balance at March 31, 1999      $    530,860    $    (48,981)   $    481,879

Net Loss                           (228,475)         (2,308)       (230,783)
                              -------------    ------------   -------------

Balance at December 31,1999    $    302,385    $    (51,289)   $    251,096
                              =============    ============   =============


Balance at March 31, 2000      $    365,987    $    (50,646)   $    315,341


Net Loss                           (122,725)         (1,240)      (123,965)
                               ------------      -----------   ------------

Balance at December 31, 2000   $    243,262    $    (51,886)   $   191,376
                              =============      ===========   ============


               See accompanying notes to financial statements.


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

                       STATEMENTS OF PARTNERS' EQUITY
            FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                 (Unaudited)

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

Balance at March 31, 1999      $    417,412    $    (44,082)   $    373,330

Net Loss                           (154,091)         (1,556)       (155,647)
                              -------------    ------------   -------------

Balance at December 31,1999    $    263,321    $    (45,638)   $    217,683
                              =============    ============   =============


Balance at March 31, 2000      $    271,815    $    (45,553)   $    226,262

Net Loss                            (61,355)           (620)        (61,975)
                              -------------    ------------   -------------

Balance at December 31, 2000   $    210,460    $    (46,173)   $    164,287
                              =============    ============   =============

               See accompanying notes to financial statements.



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

                       STATEMENTS OF PARTNERS' EQUITY
            FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                 (Unaudited)

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

Balance at March 31, 1999      $    965,972    $    (51,509)   $    914,463

Net Loss                           (218,784)         (2,210)       (220,994)
                              -------------    ------------   -------------

Balance at December 31,1999    $    747,188    $    (53,719)   $    693,469
                              =============    ============   =============


Balance at March 31, 2000      $    732,836    $    (53,864)   $    678,972

Net Loss                           (211,725)         (2,139)       (213,864)
                              -------------    ------------   -------------

Balance at December 31, 2000   $    521,111    $    (56,003)   $    465,108
                              =============    ============   =============

               See accompanying notes to financial statements.



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

                       STATEMENTS OF PARTNERS' EQUITY
            FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                 (Unaudited)

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

Balance at March 31, 1999      $  1,613,346    $    (60,091)   $  1,553,255

Net Loss                           (241,241)         (2,437)       (243,678)
                              -------------    ------------   -------------

Balance at December 31, 1999   $  1,372,105    $    (62,528)   $  1,309,577
                              =============    ============   =============


Balance at March 31, 2000      $  1,371,804    $    (62,531)   $  1,309,273

Net Loss                           (203,998)         (2,061)       (206,059)
                              -------------    ------------   -------------

Balance at December 31, 2000   $  1,167,806    $    (64,592)   $  1,103,214
                              =============    ============   =============

               See accompanying notes to financial statements.



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

                       STATEMENTS OF PARTNERS' EQUITY
            FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                 (Unaudited)

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

Balance at March 31, 1999      $  2,877,858    $    (60,553)   $  2,817,305

Net Loss                           (490,464)         (4,954)       (495,418)
                              -------------    ------------   -------------

Balance at December 31, 1999   $  2,387,394    $    (65,507)   $  2,321,887
                              =============    ============   =============


Balance at March 31, 2000      $  2,351,230    $    (65,872)   $  2,285,358

Net Loss                           (431,802)         (4,362)       (436,164)
                              -------------    ------------   -------------

Balance at December 30, 2000   $  1,919,428    $    (70,234)   $  1,849,194
                              =============    ============   =============

               See accompanying notes to financial statements.



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

                       STATEMENTS OF PARTNERS' EQUITY
            FOR THE NINE MONTHS ENDED DECEMBER 30, 2000 AND 1999
                                 (Unaudited)

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

Balance at March 31, 1999      $  6,405,448    $   (265,216)   $  6,140,232

Net Loss                         (1,333,055)        (13,465)     (1,346,520)
                              -------------    ------------   -------------

Balance at December 31, 1999   $  5,072,393    $   (278,681)   $  4,793,712
                              =============    ============   =============


Balance at March 31, 2000      $  5,093,672    $   (278,466)   $  4,815,206

Net Loss                         (1,031,606)        (10,421)     (1,042,027)
                              -------------    ------------   -------------

Balance at December 31, 2000   $  4,062,066    $   (288,887)   $  3,773,179
                              =============    ============   =============

               See accompanying notes to financial statements.



                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                 (Unaudited)

SERIES 2                                           2000            1999
--------                                           ----            ----
Cash Flows from Operating Activities:
 Net Loss                                    $  (123,965)     $  (230,783)
 Adjustments to Reconcile Net Loss to Net
  Cash Provided by (Used in) Operating
  Activities:
   Amortization                                    2,448            3,636
   Accreted Interest Income on Investments
    in Securities                                (16,257)         (17,782)
   Equity in Losses of Project
    Partnerships                                  81,689          185,754
   Interest Income from Redemption of
    Securities                                    23,536           20,241
   Changes in Operating Assets and
    Liabilities:
     Increase in Payable to General
      Partners                                    15,397           17,324
                                             ------------     ------------
      Net Cash Used in Operating Activities      (17,152)         (21,610)
                                             ------------     ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
  Partnerships                                     6,864            5,763
 Redemption of Investment in Securities           28,263           29,297
                                             ------------     ------------
      Net Cash Provided by Investing
       Activities                                 35,127           35,060
                                             ------------     ------------
Increase (Decrease) in Cash and Cash
 Equivalents                                      17,975           13,450
Cash and Cash Equivalents at Beginning of
 Year                                            188,570          169,513
                                             ------------     ------------
Cash and Cash Equivalents at End of Year     $   206,545      $   182,963
                                             ============     ============

               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                 (Unaudited)
SERIES 3                                            2000            1999
--------                                            ----            ----
Cash Flows from Operating Activities:
 Net Loss                                     $   (61,975)    $  (155,647)
 Adjustments to Reconcile Net Loss to Net
  Cash Provided by (Used in) Operating
  Activities:
   Amortization                                       840           2,280
   Accreted Interest Income on Investments
    in Securities                                 (14,461)        (15,816)
   Equity in Losses of Project
    Partnerships                                   21,146         112,691
   Interest Income from Redemption of
    Securities                                     20,936          18,004
   Changes in Operating Assets and
    Liabilities:
     Increase in Payable to General
      Partners                                      6,524           5,373
                                              ------------    ------------
     Net Cash Provided by (Used in)
      Operating Activities                        (26,990)        (33,115)
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
  Partnerships                                     18,190          18,757
 Redemption of Investment in Securities            25,139          26,059
                                              ------------    ------------
     Net Cash Provided by (Used in)
      Investing Activities                         43,329          44,816
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
 Equivalents                                       16,339          11,701
Cash and Cash Equivalents at Beginning of
 Year                                             155,487         137,981
                                              ------------    ------------
Cash and Cash Equivalents at End of Year      $   171,826     $   149,682
                                              ============    ============

               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                 (Unaudited)
SERIES 4                                            2000            1999
--------                                            ----            ----
Cash Flows from Operating Activities:
 Net Loss                                     $  (213,864)    $  (220,994)
 Adjustments to Reconcile Net Loss to Net
  Cash Provided by (Used in) Operating
  Activities:
   Amortization                                     4,992           5,796
   Accreted Interest Income on Investments
    in Securities                                 (18,320)        (20,038)
    Equity in Losses of Project
     Partnerships                                 161,511         166,728
    Interest Income from Redemption of
     Securities                                    26,523          22,808
    Changes in Operating Assets and
     Liabilities:
      Increase in Payable to General
       Partners                                    13,958          15,588
                                              ------------    ------------
     Net Cash Provided by (Used in)
      Operating Activities                        (25,200)        (30,112)
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
  Partnerships                                     14,010          12,718
 Redemption of Investment in Securities            31,849          33,015
                                              ------------    ------------
     Net Cash Provided by (Used in)
      Investing Activities                         45,859          45,733
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
 Equivalents                                       20,659          15,621
Cash and Cash Equivalents at Beginning of
 Year                                             226,648         207,632
                                              ------------    ------------
Cash and Cash Equivalents at End of Year      $   247,307     $   223,253
                                              ============    ============

               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                 (Unaudited)
SERIES 5                                            2000            1999
--------                                            ----            ----
Cash Flows from Operating Activities:
 Net Loss                                    $   (206,059)    $  (243,678)
 Adjustments to Reconcile Net Loss to Net
  Cash Provided by (Used in) Operating
  Activities:
   Amortization                                     4,620           4,896
   Accreted Interest Income on Investments
    in Securities                                 (22,833)        (24,975)
   Equity in Losses of Project
    Partnerships                                  144,669         180,492
   Interest Income from Redemption of
    Securities                                     33,057          28,428
   Changes in Operating Assets and
    Liabilities:
     Increase in Payable to General
      Partners                                     10,836          13,263
                                              ------------    ------------
     Net Cash Provided by (Used in)
      Operating Activities                        (35,710)        (41,574)
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
  Partnerships                                     16,927          14,681
 Redemption of Investment in Securities            39,696          41,148
                                              ------------    ------------
     Net Cash Provided by (Used in)
      Investing Activities                         56,623          55,829
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
 Equivalents                                       20,913          14,255
Cash and Cash Equivalents at Beginning of
 Year                                             318,707         292,994
                                              ------------    ------------
Cash and Cash Equivalents at End of Year      $   339,620     $   307,249
                                              ============    ============

               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                 (Unaudited)
SERIES 6                                            2000            1999
--------                                            ----            ----
Cash Flows from Operating Activities:
 Net Loss                                     $  (436,164)    $  (495,418)
 Adjustments to Reconcile Net Loss to Net
  Cash Provided by (Used in) Operating
  Activities:
   Amortization                                    11,235          12,042
   Accreted Interest Income on Investments
    in Securities                                 (20,422)        (21,542)
   Equity in Losses of Project
    Partnerships                                  358,333         414,485
   Interest Income from Redemption of
    Securities                                          0               0
   Changes in Operating Assets and
    Liabilities:
     Increase in Payable to General
      Partners                                     20,670          23,099
                                              ------------    ------------
       Net Cash Provided by (Used in)
        Operating Activities                      (66,348)        (67,334)
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
  Partnerships                                     10,166          11,335
 Redemption of Investment in Securities                 0               0
                                              ------------    ------------
       Net Cash Provided by (Used in)
        Investing Activities                       10,166          11,335
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
 Equivalents                                      (56,182)        (55,999)
Cash and Cash Equivalents at Beginning of
 Year                                             422,800         408,672
                                              ------------    ------------
Cash and Cash Equivalents at End of Year      $   366,618     $   352,673
                                              ============    ============

               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                 (Unaudited)
TOTAL SERIES 2 - 6                               2000            1999
--------                                         ----            ----
Cash Flows from Operating Activities:
 Net Loss                                    $ (1,042,027)    $(1,346,520)
 Adjustments to Reconcile Net Loss to Net
  Cash Provided by (Used in) Operating
  Activities:
   Amortization                                    24,135          28,650
   Accreted Interest Income on Investments
    in Securities                                 (92,293)       (100,153)
   Equity in Losses of Project
    Partnerships                                  767,348       1,060,150
   Interest Income from Redemption of
    Securities                                    104,052          89,481
   Changes in Operating Assets and
    Liabilities:
     Increase in Payable to General
      Partners                                     67,385          74,647
                                              ------------    ------------
     Net Cash Provided by (Used in)
      Operating Activities                       (171,400)       (193,745)
                                              ------------    ------------
Cash Flows from Investing Activities:
 Distributions Received from Project
  Partnerships                                     66,157          63,254
 Redemption of Investment in Securities           124,947         129,519
                                              ------------    ------------
      Net Cash Provided by (Used in)
       Investing Activities                       191,104         192,773
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
 Equivalents                                       19,704           (972)
Cash and Cash Equivalents at Beginning of
 Year                                           1,312,212       1,216,792
                                              ------------    ------------
Cash and Cash Equivalents at End of Year     $ 1,331,916     $ 1,215,820
                                              ============    ============

               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                        NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)
                              DECEMBER 31, 2000
NOTE 1 - ORGANIZATION:

  Gateway Tax Credit Fund II Ltd. ("Gateway"), a Florida Limited Partnership,
was  formed  September  12,  1989, under the  laws  of  Florida.   Operations
commenced  on September 14, 1990 for Series 2, September 28, 1990 for  Series
3,  February 1, 1991 for Series 4, July 1, 1991 for Series 5 and  January  1,
1992  for  Series  6.  Gateway has invested, as a limited partner,  in  other
limited partnerships ("Project Partnerships") each of which owns and operates
one  or  more apartment complexes expected to qualify for Low-Income  Housing
Tax  Credits.   Gateway will terminate on December 31, 2040,  or  sooner,  in
accordance  with  the  terms  of the Limited Partnership  Agreement.   As  of
December 31, 2000, 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,  because management believes that Gateway  does  not  have  a
majority control of the major operating and financial policies of the Project
Partnerships  in which it invests, and reports the equity in  losses  of  the
Project Partnerships on a 3-month lag in the Statements of Operations.  Under
the equity method, the Investments in Project Partnerships initially include:

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

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

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

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

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

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

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

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

Cash and Cash Equivalents

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

Concentration of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

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

Offering and Commission Costs

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

Income Taxes

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

Reclassifications

   For   comparability,  the  1999  figures  have  been  reclassified,  where
appropriate,  to  conform with the financial statement presentation  used  in
2000.

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, 2000.  In the opinion of management  these
financial statements include adjustments, consisting only of normal recurring
adjustments,  necessary  to  fairly  summarize  the  Partnership's  financial
position  and  results  of operations.  The results  of  operations  for  the
periods may not be indicative of the results to be expected for the year.

NOTE 3 - INVESTMENT IN SECURITIES:

   The  December  31,  2000 Balance Sheet includes Investment  in  Securities
consisting  of U.S. Government Security Strips which represents  their  cost,
plus  accreted interest income of $146,574 for Series 2, $130,375 for  Series
3,  $165,174 for Series 4, $205,866 for Series 5 and $167,204 for  Series  6.
For  convenience,  the  Investment  in Securities  are  commonly  held  in  a
brokerage  account  with  Raymond  James and  Associates,  Inc.   A  separate
accounting is maintained for each series' share of the investments.
                                                            Gross Unrealized
                      Estimated Market       Cost Plus          Gains and
                            Value        Accreted Interest       (Losses)
                   -----------------  -----------------   ----------------
Series 2                 $   309,651        $   290,739         $    18,912
Series 3                     275,338            258,606              16,732
Series 4                     348,963            327,627              21,336
Series 5                     434,802            408,346              26,456
Series 6                     418,508            393,600              24,908

  As  of December 31, 2000, the cost and accreted interest of debt securities
by contractual maturities is as follows:

                                     Series 2       Series 3       Series 4
                                     --------       --------       --------
Due within 1 year                  $   52,912     $   47,064     $   59,625
After 1 year through 5 years          193,839        172,416        218,433
After 5 years through 10 years         43,988         39,126         49,569
                                   ----------     ----------     ----------
  Total Amount Carried on
Balance Sheet                      $  290,739     $  258,606     $  327,627
                                   ==========     ==========     ==========

                                     Series 5       Series 6        Total
                                     --------       --------       --------
Due within 1 year                  $   74,315     $   57,899     $  291,815
After 1 year through 5 years          272,251        228,011      1,084,950
After 5 years through 10 years         61,780        107,690        302,153
                                   ----------     ----------     ----------
  Total Amount Carried on
Balance Sheet                      $  408,346     $  393,600     $1,678,918
                                   ==========     ==========     ==========

NOTE 4 - RELATED PARTY TRANSACTIONS:

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

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

  For  the  nine months ended December 31, 2000 and 1999 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.

                            2000            1999
                            ----          ------
 Series 2              $  51,384       $  51,486
 Series 3                 47,475          47,610
 Series 4                 58,374          58,491
 Series 5                 72,180          72,345
 Series 6                 79,466          80,112
                       ---------       ---------
 Total                 $ 308,879       $ 310,044
                       =========       =========

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

 Series 2              $   6,574        $  6,223
 Series 3                  6,873           6,506
 Series 4                  8,666           8,199
 Series 5                 10,758          10,184
 Series 6                 11,356          10,749
                       ---------        --------
 Total                 $  44,227        $ 41,861
                       =========        ========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

  As of December 31, 2000, the Partnership had acquired a 99% interest in the
profits,  losses  and  tax  credits  as a  limited  partner  in  148  Project
Partnerships for the Series which own and operate government assisted  multi-
family housing complexes(Series 2 - 22,Series 3 - 23, Series 4 - 29, Series
5 - 36 and Series 6 - 38).

   Cash  flows  from  operations are allocated according to each  partnership
agreement.  Upon dissolution proceeds will be distributed according  to  each
partnership agreement.

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

SERIES 2                                        DECEMBER 31,     MARCH 31,
                                                    2000            2000
                                               --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  4,524,678    $  4,524,678

Cumulative equity in losses of Project
Partnerships (1)                                 (4,634,915)     (4,553,226)

Cumulative distributions received from
Project Partnerships                                (81,075)        (74,211)
                                                 ------------   -------------

Investment in Project Partnerships before
Adjustment                                         (191,312)       (102,759)

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      390,838         390,838
 Accumulated amortization of acquisition
 fees and expenses                                  (82,312)        (79,864)
                                                -----------    ------------

Investments in Project Partnerships            $    117,214    $    208,215
                                               ============    ============

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of $2,092,981 for the period ended December 31, 2000 and cumulative suspended
losses of $1,743,287 for the year ended March 31, 2000 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 3                                         DECEMBER 31,     MARCH 31,
                                                     2000            2000
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  3,888,713    $  3,888,713

Cumulative equity in losses of Project
Partnerships (1)                                 (4,063,447)     (4,042,301)

Cumulative distributions received from
Project Partnerships                               (176,866)       (158,676)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                         (351,600)       (312,264)

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                       491,746         491,746
 Accumulated amortization of acquisition
fees and expenses                                    (80,132)        (79,292)
                                                -----------    ------------

Investments in Project Partnerships            $      60,014    $    100,190
                                               ============    ============

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of $2,911,173 for the period ended December 31, 2000 and cumulative suspended
losses of $2,455,000 for the year ended March 31, 2000 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 4                                        DECEMBER 31,     MARCH 31,
                                                    2000            2000
                                               --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  4,952,519    $  4,952,519

Cumulative equity in losses of Project
Partnerships (1)                                 (4,971,520)     (4,810,009)

Cumulative distributions received from
Project Partnerships                               (121,177)       (107,167)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                         (140,178)         35,343

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      562,967         562,967
 Accumulated amortization of acquisition
 fees and expenses                                 (115,610)       (110,618)
                                                -----------    ------------

Investments in Project Partnerships            $    307,179    $    487,692
                                               ============    ============

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of $1,818,802 for the period ended December 31, 2000 and cumulative suspended
losses of $1,531,158 for the year ended March 31, 2000 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 5                                        DECEMBER 31,     MARCH 31,
                                                    2000            2000
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  6,164,472    $  6,164,472

Cumulative equity in losses of Project
Partnerships (1)                                 (5,730,208)     (5,585,539)

Cumulative distributions received from
Project Partnerships                               (173,475)       (156,548)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                          260,789         422,385

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      650,837         650,837
 Accumulated amortization of acquisition
 fees and expenses                                 (126,393)       (121,773)
                                               ------------    ------------

Investments in Project Partnerships            $    785,233    $    951,449
                                               ============    ============

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of $2,251,192 for the period ended December 31, 2000 and cumulative suspended
losses of $1,642,901 for the year ended March 31, 2000 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 6                                         DECEMBER 31,     MARCH 31,
                                                     2000            2000
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $  7,462,215    $  7,462,215

Cumulative equity in losses of Project
Partnerships (1)                                 (6,288,154)     (5,929,821)

Cumulative distributions received from
Project Partnerships                               (173,939)       (163,773)
                                               ------------   -------------
Investment in Project Partnerships before
Adjustment                                        1,000,122       1,368,621

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                      785,179         785,179
 Accumulated amortization of acquisition
fees and expenses                                  (167,645)       (156,410)
                                               ------------    ------------

Investments in Project Partnerships            $  1,617,656    $  1,997,390
                                               ============    ============

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of $1,392,615 for the period ended December 31, 2000 and cumulative suspended
losses of $1,029,135 for the year ended March 31, 2000 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

TOTAL SERIES 2 - 6                              DECEMBER 31,     MARCH 31,
                                                    2000            2000
                                             --------------   ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships      $ 26,992,597    $ 26,992,597

Cumulative equity in losses of Project
Partnerships (1)                                (25,688,244)    (24,920,896)

Cumulative distributions received from
Project Partnerships                               (726,532)       (660,375)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                          577,821        1,411,326

Excess of investment cost over the
underlying assets acquired:
 Acquisition fees and expenses                    2,881,567       2,881,567
 Accumulated amortization of acquisition
 fees and expenses                                (572,092)       (547,957)
                                                -----------    ------------

Investments in Project Partnerships            $  2,887,296    $  3,744,936
                                               ============    ============

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued)

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
September 30, of each year:
                                                      SEPTEMBER 30,
                                                  2000            1999
SERIES 2                                          ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                              $ 2,056,961     $ 1,911,654
  Investment properties, net                   19,221,530      20,092,832
  Other assets                                     12,314          12,832
                                              -----------     -----------
    Total assets                              $21,290,805     $22,017,318
                                              ===========     ===========
Liabilities and Partners' Equity:
  Current liabilities                         $   452,904     $   631,795
  Long-term debt                               23,102,611      23,147,629
                                              -----------     -----------
    Total liabilities                          23,555,515      23,779,424
                                              -----------     -----------
Partners' equity
  Limited Partner                              (2,265,196)     (1,781,427)
  General Partners                                    486          19,321
                                              -----------     -----------
    Total Partners' equity                     (2,264,710)     (1,762,106)
                                              -----------     -----------
    Total liabilities and partners'
     equity                                   $21,290,805     $22,017,318
                                              ===========     ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                       $ 1,928,692     $ 2,046,468
Expenses:                                     -----------     -----------
  Operating expenses                            1,271,914       1,381,364
  Interest expense                                419,609         659,121
  Depreciation and amortization                   672,909         688,380
                                              -----------     -----------
    Total expenses                              2,364,432       2,728,865
                                              -----------     -----------
      Net loss                                 $ (435,740)     $ (682,397)
                                              ===========     ===========
Other partners' share of net loss              $   (4,357)     $   (6,824)
                                              ===========     ===========
Partnerships' share of net loss                $ (431,383)     $ (675,573)
Suspended losses                                  349,694         489,819
                                              -----------     -----------
Equity in Losses of Project Partnerships       $  (81,689)     $ (185,754)
                                              ===========     ===========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
September 30, of each year:
                                                       SEPTEMBER 30,
                                                   2000            1999
SERIES 3                                           ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 2,226,485    $ 2,227,705
  Investment properties, net                    16,245,267     17,186,657
  Other assets                                     201,324        215,545
                                               -----------    -----------
    Total assets                               $18,673,076    $19,629,907
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                          $   390,306    $   347,333
  Long-term debt                                21,624,926     21,680,513
                                               -----------    -----------
    Total liabilities                           22,015,232     22,027,846
                                               -----------    -----------
Partners' equity
  Limited Partner                               (3,554,467)    (2,646,512)
  General Partners                                 212,311        248,573
                                               -----------    -----------
    Total Partners' equity                      (3,342,156)    (2,397,939)
                                               -----------    -----------
    Total liabilities and partners'
     equity                                    $18,673,076    $19,629,907
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $ 1,850,071    $ 1,842,589
Expenses:                                      -----------    -----------
  Operating expenses                             1,253,532      1,293,155
  Interest expense                                 395,001        467,178
  Depreciation and amortization                    695,316        679,386
                                               -----------    -----------
    Total expenses                               2,343,849      2,439,719
                                               -----------    -----------
      Net loss                                  $ (493,778)    $ (597,130)
                                               ===========    ===========
Other partners' share of net loss               $   (7,459)    $   (8,172)
                                               ===========    ===========
Partnerships' share of net loss                 $ (486,319)    $ (588,958)
Suspended losses                                   465,173        476,267
                                               -----------    -----------
Equity in Losses of Project Partnerships        $  (21,146)    $ (112,691)
                                               ===========    ===========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
September 30, of each year:
                                                        SEPTEMBER 30,
                                                    2000            1999
SERIES    4                                         ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 2,462,791    $ 2,541,267
  Investment properties, net                    22,630,148     23,543,349
  Other assets                                      20,463         21,410
                                               -----------    -----------
    Total assets                               $25,113,402    $26,106,026
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                          $   562,054    $   934,099
  Long-term debt                                26,353,796     26,295,326
                                               -----------    -----------
    Total liabilities                           26,915,850     27,229,425
                                               -----------    -----------
Partners' equity
  Limited Partner                               (1,932,643)    (1,300,107)
  General Partners                                 130,195        176,708
                                               -----------    -----------
    Total Partners' equity                      (1,802,448)    (1,123,399)
                                               -----------    -----------
    Total liabilities and partners'
     equity                                    $25,113,402    $26,106,026
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $ 2,281,660    $ 2,461,783
Expenses:                                      -----------    -----------
  Operating expenses                             1,539,258      1,547,163
  Interest expense                                 460,618        692,237
  Depreciation and amortization                    737,175        761,430
                                               -----------    -----------
    Total expenses                               2,737,051      3,000,830
                                               -----------    -----------
      Net loss                                 $  (455,391)   $  (539,047)
                                               ===========    ===========
Other partners' share of net loss              $    (6,236)   $    (7,704)
                                               ===========    ===========
Partnerships' share of net loss               $  (449,155)   $  (531,343)
Suspended losses                                   287,644        364,615
                                               -----------    -----------
Equity in Losses of Project Partnerships       $ (161,511)    $ (166,728)
                                               ===========    ===========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
September 30, of each year:
                                                      SEPTEMBER 30,
                                                  2000            1999
SERIES 5                                          ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 3,238,096    $ 3,045,010
  Investment properties, net                    28,290,792     29,479,878
  Other assets                                       6,402          3,958
                                               -----------    -----------
    Total assets                               $31,535,290    $32,528,846
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                          $   732,037    $ 1,055,779
  Long-term debt                                32,654,996     32,709,285
                                               -----------    -----------
    Total liabilities                           33,387,033     33,765,064
                                               -----------    -----------
Partners' equity
  Limited Partner                               (1,744,603)    (1,109,346)
  General Partners                                (107,140)      (126,872)
                                               -----------    -----------
    Total Partners' equity                      (1,851,743)    (1,236,218)
                                               -----------    -----------
    Total liabilities and partners'
     equity                                    $31,535,290    $32,528,846
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $ 2,838,185    $ 2,709,707
Expenses:                                      -----------    -----------
  Operating expenses                             1,896,615      1,954,824
  Interest expense                                 591,268        664,184
  Depreciation and amortization                    964,737        984,555
                                               -----------    -----------
    Total expenses                               3,452,620      3,603,863
                                               -----------    -----------
      Net loss                                 $  (614,435)   $  (894,156)
                                               ===========    ===========
Other partners' share of net loss              $    (6,144)   $    (8,941)
                                               ===========    ===========
Partnerships' share of net loss               $  (608,291)   $  (885,215)
Suspended losses                                   463,622        704,723
                                               -----------    -----------
Equity in Losses of Project Partnerships       $ (144,669)    $ (605,247)
                                               ===========    ===========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
September 30, of each year:
                                                     SEPTEMBER 30,
                                                  2000            1999
SERIES 6                                          ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 3,327,290    $ 3,277,688
  Investment properties, net                    32,230,023     33,402,818
  Other assets                                      15,110         18,470
                                               -----------    -----------
    Total assets                               $35,572,423    $36,698,976
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                          $   744,901    $   994,123
  Long-term debt                                35,459,556     35,460,996
                                               -----------    -----------
    Total liabilities                           36,204,457     36,455,119
                                               -----------    -----------
Partners' equity
  Limited Partner                                 (367,421)       463,586
  General Partners                                (264,613)      (219,729)
                                               -----------    -----------
    Total Partners' equity                       (632,034)        243,857
                                               -----------    -----------
    Total liabilities and partners'            $35,572,423    $36,698,976
     equity                                    ===========    ===========

SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $ 2,867,563    $ 3,002,363
Expenses:                                      -----------    -----------
  Operating expenses                             1,913,946      1,884,951
  Interest expense                                 655,892        844,850
  Depreciation and amortization                  1,028,872      1,061,186
                                               -----------    -----------
    Total expenses                               3,598,710      3,790,987
                                               -----------    -----------
      Net loss                                 $  (731,147)   $  (788,624)
                                               ===========    ===========
Other partners' share of net loss              $    (9,334)   $    (9,744)
                                               ===========    ===========
Partnerships' share of net loss                $  (721,813)   $  (778,880)
Suspended losses                                   363,480        364,395
                                               -----------    -----------
Equity in Losses of Project Partnerships       $  (358,333)   $  (414,485)
                                               ===========    ===========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
September 30, of each year:
                                                   SEPTEMBER 30,
                                               2000               1999
TOTAL     SERIES 2- 6                           ----               ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                            $ 13,311,623     $ 13,003,324
  Investment properties, net                 118,617,760      123,705,534
  Other assets                                   255,613          272,215
                                             -----------      -----------
    Total assets                            $132,184,996     $136,981,073
                                             ===========      ===========
Liabilities and Partners' Equity:
  Current liabilities                       $  2,882,202     $  3,963,129
  Long-term debt                             139,195,885      139,293,749
                                             -----------      -----------
    Total liabilities                        142,078,087      143,256,878
                                             -----------      -----------
Partners' equity
  Limited Partner                             (9,864,330)      (6,373,806)
  General Partners                               (28,761)          98,001
                                             -----------      -----------
    Total Partners' equity                    (9,893,091)      (6,275,805)
                                             -----------      -----------
    Total liabilities and partners'
     equity                                 $132,184,996     $136,981,073
                                             ===========      ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                      $11,766,171      $12,062,910
Expenses:                                    -----------      -----------
  Operating expenses                           7,875,265        8,061,457
  Interest expense                             2,522,388        3,327,570
  Depreciation and amortization                4,099,009        4,175,237
                                             -----------      -----------
    Total expenses                            14,496,662       15,564,264
                                             -----------      -----------
      Net loss                               $(2,730,491)     $(3,501,354)
                                             ===========      ===========
Other partners' share of net loss            $   (33,530)     $   (41,385)
                                             ===========      ===========
Partnerships' share of net loss              $(2,696,961)     $(3,459,969)
Suspended losses                               1,929,613        2,399,819
                                             -----------      -----------
Equity in Losses of Project
Partnerships                                 $  (767,348)     $(1,060,150)
                                             ===========      ===========


Item  7.   Management's  Discussion and Analysis of Financial  Condition  and
Results of Operations

Results of Operations, Liquidity and Capital Resources

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

  As  disclosed  on  the statement of operations for each Series,  except  as
described below, interest income is comparable for the nine and three  months
ended   December   31,  2000  and  December  31,  1999.   The   General   and
Administrative  expenses  -  General Partner and General  and  Administrative
expenses  - Other for the nine and three months ended December 31,  2000  are
comparable  for  the  same period ended December 31,  1999.   There  were  no
unusual variations in the operating results between these two periods.

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

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

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

  Series 2 - Gateway closed this series on September 14, 1990 after receiving
$6,136,000  from  375  Assignees.  Equity  in  Gains  or  Losses  of  Project
Partnerships for the three months ended December 31, 2000 increased to a gain
of  $29,114  from a loss of $64,347 for the three months ended  December  31,
1999.   This  gain is as a result of a decrease in interest  expense  at  the
project  partnership  level  due to a change in the  way  quarterly  interest
expense is calculated to more accurately reflect a proportionate share of the
total yearly interest expense.  Equity in Losses of Project Partnerships  for
the  nine months ended December 31, 2000 decreased from $185,754 for the nine
months  ended  December  31, 1999 to $81,689 as a result  of  a  decrease  in
interest expense at the project partnership level due to a change in the  way
quarterly  interest  expense  is calculated  to  more  accurately  reflect  a
proportionate share of the total yearly expense.  In general, it is common in
the real estate industry to experience losses for financial and tax reporting
purposes  because of the non-cash expenses of depreciation and  amortization.
As a result, management expects that this Series, as well as  those  described
below,  will report its equity in Project Partnerships as a loss for tax  and
financial  reporting  purposes.   Overall, management  believes  the  Project
Partnerships  are operating as expected and are generating tax credits  which
meet projections.

  At  December  31,  2000, the Series had $206,545 of short-term  investments
(Cash and Cash Equivalents).  It also had $290,739 in Zero Coupon Treasuries
with  annual  maturities providing $53,842 in fiscal year 2001 increasing  to
$66,285  in fiscal year 2007.  Management believes the sources of  funds  are
sufficent  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
$123,965  for  the  nine  months ended December  31,  2000.   However,  after
adjusting  for  Equity in Losses of Project Partnerships of $81,689  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $17,152.   Cash  provided by  investing  activities  totaled
$35,127,  consisting  of  $6,864  in  cash  distributions  from  the  Project
Partnerships and $28,263 from matured Zero Coupon Treasuries. There  were  no
unusual events or trends to describe.

  Series  3 - Gateway closed this series on December 13, 1990 after receiving
$5,456,000 from 398 Assignees.  Equity in Losses of Project Partnerships  for
the  nine months ended December 31, 2000 decreased from $112,691 for the nine
months  ended  December  31, 1999 to $21,146 as a result  of  a  decrease  in
interest expense at the project partnership level due to a change in the  way
quarterly  interest  expense  is calculated  to  more  accurately  reflect  a
proportionate share of the total yearly interest expense.

 At December 31, 2000, the Series had $171,826 of short-term investments (Cash
and  Cash Equivalents).  It also had $258,606 in Zero Coupon Treasuries  with
annual maturities providing $47,876 in fiscal year 2001 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
$61,975  for  the  nine  months  ended December  31,  2000.   However,  after
adjusting  for  Equity in Losses of Project Partnerships of $21,146  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $26,990.   Cash  provided by  investing  activities  totaled
$43,329,  consisting  of  $18,190  in cash  distributions  from  the  Project
Partnerships and $25,139 from matured Zero Coupon Treasuries. There  were  no
unusual events or trends to describe.

 Series  4  -  Gateway  closed this series on May 31, 1991  after  receiving
$6,915,000 from 465 Assignees.  Equity in Losses of Project Partnerships  for
the  nine months ended December 31, 2000 decreased from $166,728 for the nine
months  ended  December 31, 1999 to $161,511 as a result  of  a  decrease  in
interest expense at the project partnership level due to a change in the  way
quarterly  interest  expense  is calculated  to  more  accurately  reflect  a
proportionate share of the total yearly interest expense.

  At  December  31,  2000, the Series had $247,307 of short-term  investments
(Cash  and Cash Equivalents).  It also had $327,627 in Zero Coupon Treasuries
with  annual  maturities providing $60,678 in fiscal year 2001 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
$213,684  for  the  nine  months ended December  31,  2000.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $161,511  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $25,200.   Cash  provided by  investing  activities  totaled
$45,859,  consisting  of  $14,010  in cash  distributions  from  the  Project
Partnerships and $31,849 from matured Zero Coupon Treasuries. There  were  no
unusual events or trends to describe.

  Series  5  - Gateway closed this series on October 11, 1991 after receiving
$8,616,000 from 535 Assignees.  Equity in Losses of Project Partnerships  for
the  nine months ended December 31, 2000 decreased from $180,492 for the nine
months  ended  December 31, 1999 to $144,669 as a result  of  a  decrease  in
interest expense at the project partnership level due to a change in the  way
quarterly  interest  expense  is calculated  to  more  accurately  reflect  a
proportionate share of the total yearly interest expense.

  At  December  31,  2000, the Series had $339,620 of short-term  investments
(Cash  and Cash Equivalents).  It also had $408,346 in Zero Coupon Treasuries
with  annual  maturities providing $75,604 in fiscal year 2001 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
$206,059  for  the  nine  months ended December  31,  2000.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $144,669  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $35,710.   Cash  provided by  investing  activities  totaled
$56,623,  consisting  of  $16,927  in cash  distributions  from  the  Project
Partnerships and $39,696 from matured Zero Coupon Treasuries. There  were  no
unusual events or trends to describe.

  Series  6  -  Gateway closed this series on March 11, 1992 after  receiving
$10,105,000 from 625 Assignees.  Equity in Losses of Project Partnerships for
the  nine months ended December 31, 2000 decreased from $414,485 for the nine
months  ended  December 31, 1999 to $358,333 as a result  of  a  decrease  in
interest expense at the project partnership level due to a change in the  way
quarterly  interest  expense  is calculated  to  more  accurately  reflect  a
proportionate share of the total yearly interest expense.

  At  December  31,  2000, the Series had $366,618 of short-term  investments
(Cash  and Cash Equivalents).  It also had $393,600 in Zero Coupon Treasuries
with  annual  maturities providing $58,000 in fiscal year 2001 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
$436,164  for  the  nine  months ended December  31,  2000.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $358,333  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was  $66,348.   Cash  provided by  investing  activities  totaled
$10,166,  consisting  of  cash distributions from the  Project  Partnerships.
There were no unusual events or trends to describe.


                           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:  March 1, 2001       By:/s/ Ronald M. Diner

                           Ronald M. Diner
                           President



Date:  March 1, 2001       By:/s/ Sandra L. Furey

                           Sandra L. Furey
                           Secretary and Treasurer