24
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             June 30, 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                      June 30, 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                                          June 30,        March 31,
                                                    2000             2000
                                                 ---------        ----------
                                                (Unaudited)       (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   239,062     $   188,570
  Investments in Securities                          50,970          51,800
                                               ------------    ------------
    Total Current Assets                            290,032         240,370

 Investments in Securities                          228,828         274,482
 Investments in Project Partnerships, Net           149,362         208,215
                                              -------------   -------------
    Total Assets                                $   668,222     $   723,067
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                    $    42,138     $    45,773
                                              -------------   -------------
    Total Current Liabilities                        42,138          45,773
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        378,295         361,953
                                              -------------   -------------
Partners' Equity (Deficit):
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at June 30, 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 June 30, 2000
and March 31,2000, issued and outstanding           299,111         365,987
General Partners                                    (51,322)        (50,646)
                                              -------------   -------------
  Total Partners' Equity                            247,789         315,341
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   668,222     $   723,067
                                              =============   =============

               See accompanying notes to financial statements.


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

SERIES 3                                          June 30,        March 31,
                                                    2000            2000
                                                  ---------      ----------
                                                 (Unaudited)      (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   208,723     $   155,487
 Investments in Securities                           45,337          46,075
                                               ------------    ------------
  Total Current Assets                              254,060         201,562

 Investments in Securities                          203,536         244,145
 Investments in Project Partnerships, Net            75,662         100,190
                                              -------------   -------------
    Total Assets                                $   533,258     $   545,897
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                    $    46,117     $    49,763
                                              -------------   -------------
  Total Current Liabilities                          46,117          49,763
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        284,877         269,872
                                              -------------   -------------
Partners' Equity (Deficit):
 Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at June 30, 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 June 30, 2000 and
March 31, 2000, issued and outstanding              248,057         271,815
General Partners                                    (45,793)        (45,553)
                                              -------------   -------------
  Total Partners' Equity                            202,264         226,262
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $   533,258     $   545,897
                                              =============   =============

               See accompanying notes to financial statements.

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

SERIES 4                                          June 30,        March 31,
                                                    2000            2000
                                                  ---------      ----------
                                                 (Unaudited)      (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   284,569     $   226,648
 Investments in Securities                           57,439          58,372
                                               ------------    ------------
  Total Current Assets                              342,008         285,020

 Investments in Securities                          257,858         309,308
 Investments in Project Partnerships, Net           417,435         487,692
                                              -------------   -------------
    Total Assets                                $ 1,017,301     $ 1,082,020
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                    $    50,590     $    54,952
                                              -------------   -------------
  Total Current Liabilities                          50,590          54,952
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        366,519         348,096
                                              -------------   -------------
Partners' Equity (Deficit):
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at June 30, 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 June 30, 2000 and
March 31, 2000, issued and outstanding              654,844         732,836
General Partners                                    (54,652)        (53,864)
                                              -------------   -------------
  Total Partners' Equity                            600,192         678,972
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 1,017,301     $ 1,082,020
                                              =============   =============

               See accompanying notes to financial statements.

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

SERIES 5                                          June 30,        March 31,
                                                    2000             2000
                                                 ---------        ----------
                                                (Unaudited)       (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   389,719     $   318,707
  Investments in Securities                          71,588          72,753
                                               ------------    ------------
  Total Current Assets                              461,307         391,460

 Investments in Securities                          321,390         385,513
 Investments in Project Partnerships, Net           878,426         951,449
                                              -------------   -------------
    Total Assets                                $ 1,661,123     $ 1,728,422
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                    $    68,017     $    73,415
                                              -------------   -------------
  Total Current Liabilities                          68,017          73,415
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        368,509         345,734
                                              -------------   -------------
Partners' Equity (Deficit):
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at June 30, 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 June 30, 2000
and March 31,2000, issued and outstanding         1,287,975       1,371,804
General Partners                                    (63,378)        (62,531)
                                              -------------   -------------
  Total Partners' Equity                          1,224,597       1,309,273
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 1,661,123     $ 1,728,422
                                              =============   =============

               See accompanying notes to financial statements.

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

SERIES 6                                          June 30,        March 31,
                                                    2000             2000
                                                 ---------        ----------
                                                (Unaudited)       (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $   421,454     $   422,800
 Investments in Securities                           56,021          55,114
                                               ------------    ------------
  Total Current Assets                              477,475         477,914

 Investments in Securities                          323,795         318,064
 Investments in Project Partnerships, Net         1,860,362       1,997,390
                                              -------------   -------------
    Total Assets                                $ 2,661,632     $ 2,793,368
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                    $    63,435     $    69,212
                                              -------------   -------------
  Total Current Liabilities                          63,435          69,212
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                        464,064         438,798
                                              -------------   -------------
Partners' Equity (Deficit):
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at June 30, 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 June 30, 2000
and March 31,2000, issued and outstanding         2,201,517       2,351,230
General Partners                                    (67,384)        (65,872)
                                              -------------   -------------
  Total Partners' Equity                          2,134,133       2,285,358
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 2,661,632     $ 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                                June 30,        March 31,
                                                    2000            2000
                                                  ---------      ----------
                                                 (Unaudited)      (Audited)
ASSETS
Current Assets:
 Cash and Cash Equivalents                      $ 1,543,527     $ 1,312,212
 Investments in Securities                          281,355         284,114
                                               ------------    ------------
  Total Current Assets                            1,824,882       1,596,326

 Investments in Securities                        1,335,407       1,531,512
 Investments in Project Partnerships, Net         3,381,247       3,744,936
                                              -------------   -------------
    Total Assets                                $ 6,541,536     $ 6,872,774
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners                    $   270,297     $   293,115
                                              -------------   -------------
  Total Current Liabilities                         270,297         293,115
                                              -------------   -------------
Long-Term Liabilities:
 Payable to General Partners                      1,862,264       1,764,453
                                              -------------   -------------
Partners' Equity (Deficit):
Assignor Limited Partner
 Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at June 30, 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 June 30, 2000 and
March 31, 2000, issued and outstanding            4,691,502       5,093,672
General Partners                                   (282,527)       (278,466)
                                              -------------   -------------
  Total Partners' Equity                          4,408,975       4,815,206
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 6,541,536     $ 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 JUNE 30,
                                 (Unaudited)
SERIES 2                                             2000           1999
                                                     ----           ----
Revenues:
 Interest Income                                $     8,701   $     7,982
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                17,128        17,162
 General and Administrative:
  General Partner                                     1,837         1,797
  Other                                               2,212         1,716
 Amortization                                           816         1,212
                                               ------------  ------------
  Total Expenses                                     21,993        21,887
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (13,292)      (13,905)
Equity in Losses of Project Partnerships            (54,260)      (45,614)
                                               ------------  ------------
Net Loss                                        $   (67,552)  $   (59,519)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                      $   (66,876)  $   (58,924)
 General Partners                                      (676)         (595)
                                               ------------  ------------
                                                $   (67,552)  $   (59,519)
                                               ============  ============
Net Loss Per Beneficial
 Assignee Certificate                           $    (10.90)  $     (9.60)
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 JUNE 30,
                                 (Unaudited)
SERIES 3                                             2000           1999
                                                     ----           ----
Revenues:
 Interest Income                                $     7,368   $     6,994
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                15,825        15,870
 General and Administrative:
  General Partner                                     1,921         1,878
  Other                                               1,860         1,973
 Amortization                                           280           760
                                               ------------  ------------
  Total Expenses                                     19,886        20,481
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (12,518)      (13,487)
Equity in Losses of Project Partnerships            (11,480)      (38,464)
                                               ------------  ------------
Net Loss                                        $   (23,998)  $   (51,951)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                      $   (23,758)  $   (51,431)
 General Partners                                      (240)         (520)
                                               ------------  ------------
                                                $   (23,998)  $   (51,951)
                                               ============  ============
Net Loss Per Beneficial
 Assignee Certificate                           $     (4.35)  $     (9.43)
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 JUNE 30,
                                 (Unaudited)
SERIES 4                                             2000            1999
                                                     ----            ----
Revenues:
 Interest Income                                $     9,724    $     9,185
                                               ------------   ------------
Expenses:
 Asset Management Fee-General Partner                19,458         19,497
 General and Administrative:
  General Partner                                     2,422          2,368
  Other                                               2,310          2,180
 Amortization                                         1,664          1,932
                                               ------------   ------------
  Total Expenses                                     25,854         25,977
                                               ------------   ------------
Loss Before Equity in Losses of
 Project Partnerships                               (16,130)       (16,792)
Equity in Losses of Project Partnerships            (62,650)       (78,556)
                                               ------------   ------------
Net Loss                                        $   (78,780)   $   (95,348)
                                               ============   ============
Allocation of Net Loss:
 Assignees                                      $   (77,992)   $   (94,395)
 General Partners                                      (788)          (953)
                                               ------------   ------------
                                                $   (78,780)   $   (95,348)
                                               ============   ============
Net Loss Per Beneficial Assignee
Certificate                                     $    (11.28)   $    (13.65)
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 JUNE 30,
                                 (Unaudited)
SERIES 5                                             2000           1999
                                                     ----           ----
Revenues:
 Interest Income                                $    12,609   $    11,791
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                24,060        24,115
 General and Administrative:
  General Partner                                     3,007         2,940
  Other                                               2,985         2,838
 Amortization                                         1,540         1,632
                                               ------------  ------------
  Total Expenses                                     31,592        31,525
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (18,983)      (19,734)
Equity in Losses of Project Partnerships            (65,693)      (20,441)
                                               ------------  ------------
Net Loss                                        $   (84,676)  $   (40,175)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                      $   (83,829)  $   (39,773)
 General Partners                                      (847)         (402)
                                               ------------  ------------
                                                $   (84,676)  $   (40,175)
                                               ============  ============
Net Loss Per Beneficial Assignee
Certificate                                     $     (9.73)  $     (4.62)
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 JUNE 30,
                                 (Unaudited)
SERIES 6                                             2000           1999
                                                     ----           ----
Revenues:
 Interest Income                                $    12,500   $    11,275
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner                26,622        26,704
 General and Administrative:
  General Partner                                     3,174         3,103
  Other                                               2,955         2,901
 Amortization                                         3,745         4,014
                                               ------------  ------------
  Total Expenses                                     36,496        36,722
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (23,996)      (25,447)
Equity in Losses of Project Partnerships           (127,229)      (75,582)
                                               ------------  ------------
Net Loss                                        $  (151,225)  $  (101,029)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                      $  (149,713)  $  (100,019)
 General Partners                                    (1,512)       (1,010)
                                               ------------  ------------
                                                $  (151,225)  $  (101,029)
                                               ============  ============
Net Loss Per Beneficial Assignee
Certificate                                     $    (14.82)  $     (9.90)
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 JUNE 30,
                                 (Unaudited)

TOTAL SERIES 2 - 6                                   2000           1999
                                                     ----           ----
Revenues:
 Interest Income                                $    50,902   $    47,227
                                               ------------  ------------
Expenses:
 Asset Management Fee-General Partner               103,093       103,348
 General and Administrative:
  General Partner                                    12,361        12,086
  Other                                              12,322        11,608
 Amortization                                         8,045         9,550
                                               ------------  ------------
  Total Expenses                                    135,821       136,592
                                               ------------  ------------
Loss Before Equity in Losses of
 Project Partnerships                               (84,919)      (89,365)
Equity in Losses of Project Partnerships           (321,312)     (258,657)
                                               ------------  ------------
Net Loss                                        $  (406,231)  $  (348,022)
                                               ============  ============
Allocation of Net Loss:
 Assignees                                      $  (402,170)  $  (344,543)
 General Partners                                    (4,061)       (3,479)
                                               ------------  ------------
                                                $  (406,231)  $  (348,022)
                                               ============  ============


               See accompanying notes to financial statements.


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

                  STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
              FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                 (Unaudited)


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


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

Net Loss                            (58,924)           (595)        (59,519)
                              -------------    ------------   -------------

Balance at June 30, 1999       $    471,936     $   (49,576)   $    422,360
                              =============    ============   =============


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

Net Loss                            (66,876)           (676)        (67,552)
                              -------------    ------------   -------------

Balance at June 30, 2000       $    299,111     $   (51,322)   $    247,789
                              =============    ============   =============


               See accompanying notes to financial statements.





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

                  STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
              FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                 (Unaudited)


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


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

Net Loss                            (51,431)           (520)        (51,951)
                              -------------    ------------   -------------

Balance at June 30, 1999       $    365,981     $   (44,602)   $    321,379
                              =============    ============   =============


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

Net Loss                            (23,758)           (240)        (23,998)
                              -------------    ------------   -------------

Balance at June 30, 2000       $    248,057     $   (45,793)   $    202,264
                              =============    ============   =============


               See accompanying notes to financial statements.




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

                  STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
              FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                 (Unaudited)


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


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

Net Loss                            (94,395)           (953)        (95,348)
                              -------------    ------------   -------------

Balance at June 30, 1999       $    871,577     $   (52,462)   $    819,115
                              =============    ============   =============


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

Net Loss                            (77,992)           (788)        (78,780)
                              -------------    ------------   -------------

Balance at June 30, 2000       $    654,844     $   (54,652)   $    600,192
                              =============    ============   =============


               See accompanying notes to financial statements.




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

                  STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
              FOR THE THREE MONTHS ENDED JUNE 30, 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                            (39,773)           (402)        (40,175)
                              -------------    ------------   -------------

Balance at June 30, 1999       $  1,573,573     $   (60,493)   $  1,513,080
                              =============    ============   =============


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

Net Loss                            (83,829)           (847)        (84,676)
                              -------------    ------------   -------------

Balance at June 30, 2000       $  1,287,975     $   (63,378)   $  1,224,597
                              =============    ============   =============


               See accompanying notes to financial statements.





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

                  STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
              FOR THE THREE MONTHS ENDED JUNE 30, 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                           (100,019)         (1,010)       (101,029)
                              -------------    ------------   -------------

Balance at June 30, 1999       $  2,777,839     $   (61,563)   $  2,716,276
                              =============    ============   =============


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

Net Loss                           (149,713)         (1,512)       (151,225)
                              -------------    ------------   -------------

Balance at June 30, 2000       $  2,201,517     $   (67,384)   $  2,134,133
                              =============    ============   =============


               See accompanying notes to financial statements.





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

                  STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
              FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                 (Unaudited)


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


Balance at March 31, 1999      $  5,861,842     $  (270,707)   $  5,591,135

Net Loss                           (344,543)         (3,479)       (348,022)
                              -------------    ------------   -------------

Balance at June 30, 1999       $  5,517,299     $  (274,186)   $  5,243,113
                              =============    ============   =============


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

Net Loss                           (402,170)         (4,061)       (406,231)
                              -------------    ------------   -------------

Balance at June 30, 2000       $  4,691,502     $  (282,527)   $  4,408,975
                              =============    ============   =============


               See accompanying notes to financial statements.




                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                 (Unaudited)

SERIES 2                                            2000            1999
--------                                            ----            ----
Cash Flows from Operating Activities:
 Net Loss                                     $   (67,552)     $   (59,519)
 Adjustments to Reconcile Net Loss to Net
 Cash Used in Operating Activities:
   Amortization                                       816            1,212
   Accreted Interest Income on Investments
   in Securities                                   (5,315)          (5,815)
   Equity in Losses of Project
   Partnerships                                    54,260           45,614
   Interest Income from Redemption of
   Securities                                      23,536           20,241
   Changes in Operating Assets and
   Liabilities:
     Increase in Payable to Other Series                0          170,818
     Increase in Payable to General
     Partners                                      12,707           17,154
                                             ------------     ------------
       Net Cash Used in Operating
       Activities                                  18,452          189,705
                                             ------------     ------------
Cash Flows from Investing Activities:
  Distributions Received from Project
  Partnerships                                      3,777            2,556
  Redemption of Investment in Securities           28,263           29,297
                                             ------------     ------------
      Net Cash Provided by Investing
      Activities                                   32,040           31,853
                                             ------------     ------------
Increase in Cash and Cash Equivalents              50,492          221,558
Cash and Cash Equivalents at Beginning
Of Year                                           188,570          169,513
                                             ------------     ------------
Cash and Cash Equivalents at End of Year      $   239,062      $   391,071
                                             ============     ============

               See accompanying notes to financial statements.

                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                 (Unaudited)

SERIES 3                                             2000            1999
--------                                             ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $   (23,998)    $   (51,951)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
   Amortization                                        280             760
   Accreted Interest Income on Investments
   in Securities                                    (4,728)         (5,172)
   Equity in Losses of Project
   Partnerships                                     11,480          38,464
   Interest Income from Redemption of
   Securities                                       20,936          18,004
   Changes in Operating Assets and
   Liabilities:
     Decrease in Payable to Other Series                 0         (44,415)
     Increase in Payable to General
     Partners                                       11,359          16,175
                                              ------------    ------------
       Net Cash Provided by (Used in)
       Operating Activities                         15,329         (28,135)
                                              ------------    ------------
Cash Flows from Investing Activities:
  Distributions Received from Project
  Partnerships                                      12,768           8,478
  Redemption of Investment in Securities            25,139          26,059
                                              ------------    ------------
       Net Cash Provided by Investing
       Activities                                   37,907          34,537
                                              ------------    ------------
Increase in Cash and Cash Equivalents               53,236           6,402
Cash and Cash Equivalents at Beginning of
Year                                               155,487         137,981
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $   208,723     $   144,383
                                              ============    ============

               See accompanying notes to financial statements.


                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                 (Unaudited)

SERIES 4                                             2000            1999
--------                                             ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $   (78,780)    $   (95,348)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
    Amortization                                     1,664           1,932
    Accreted Interest Income on Investments
    in Securities                                   (5,990)         (6,553)
    Equity in Losses of Project
    Partnerships                                    62,650          78,556
    Interest Income from Redemption of
    Securities                                      26,523          22,808
    Changes in Operating Assets and
    Liabilities:
      Decrease in Payable to Other Series                0         (56,270)
      Increase in Payable to General
      Partners                                      14,062          19,675
                                              ------------    ------------
        Net Cash Provided by (Used in)
        Operating Activities                        20,129         (35,200)
                                              ------------    ------------
Cash Flows from Investing Activities:
  Distributions Received from Project
  Partnerships                                       5,943           7,621
  Redemption of Investment in Securities            31,849          33,015
                                              ------------    ------------
       Net Cash Provided by Investing
       Activities                                   37,792          40,636
                                              ------------    ------------
Increase in Cash and Cash Equivalents               57,921           5,436
Cash and Cash Equivalents at Beginning of
Year                                               226,648         207,632
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $   284,569     $   213,068
                                              ============    ============

               See accompanying notes to financial statements.


                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                 (Unaudited)

SERIES 5                                             2000            1999
--------                                             ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $   (84,676)    $   (40,175)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by (Used in) Operating
 Activities:
    Amortization                                     1,540           1,632
    Accreted Interest Income on Investments
    in Securities                                   (7,466)         (8,167)
    Equity in Losses of Project
    Partnerships                                    65,693          20,441
    Interest Income from Redemption of
    Securities                                      33,057          28,428
    Changes in Operating Assets and
    Liabilities:
      Increase in Payable to Other Series                0         (70,133)
      Increase in Payable to General
      Partners                                      17,378          24,470
                                              ------------    ------------
        Net Cash Provided by (Used in)
        Operating Activities                        25,526         (43,504)
                                              ------------    ------------
Cash Flows from Investing Activities:
  Distributions Received from Project
  Partnerships                                       5,790           9,155
  Redemption of Investment in Securities            39,696          41,148
                                              ------------    ------------
        Net Cash Provided by Investing
        Activities                                  45,486          50,303
                                              ------------    ------------
Increase in Cash and Cash Equivalents               71,012           6,799
Cash and Cash Equivalents at Beginning of
Year                                               318,707         292,994
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $   389,719     $   299,793
                                              ============    ============

               See accompanying notes to financial statements.


                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                 (Unaudited)

SERIES 6                                             2000            1999
--------                                             ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $  (151,225)    $  (101,029)
 Adjustments to Reconcile Net Loss to Net
 Cash Used in Operating Activities:
    Amortization                                     3,745           4,014
    Accreted Interest Income on Investments
    in Securities                                   (6,638)         (7,004)
    Equity in Losses of Project
    Partnerships                                   127,229          75,582
    Changes in Operating Assets and
    Liabilities:
      Increase in Payable to General
      Partners                                      19,489          26,828
                                              ------------    ------------
        Net Cash Used in Operating
        Activities                                  (7,400)         (1,609)
                                              ------------    ------------
Cash Flows from Investing Activities:
  Distributions Received from Project
  Partnerships                                       6,054           6,532
  Redemption of Investment in Securities                 0               0
                                              ------------    ------------
        Net Cash Provided by Investing
        Activities                                   6,054           6,532
                                              ------------    ------------
Increase (Decrease) in Cash and Cash
Equivalents                                         (1,346)          4,923
Cash and Cash Equivalents at Beginning of
Year                                               422,800         408,672
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $   421,454     $   413,595
                                              ============    ============

               See accompanying notes to financial statements.


                       GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                          STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                 (Unaudited)

TOTAL SERIES 2 - 6                                   2000            1999
--------                                             ----            ----
Cash Flows from Operating Activities:
 Net Loss                                      $  (406,231)    $  (348,022)
 Adjustments to Reconcile Net Loss to Net
 Cash Provided by Operating Activities:
    Amortization                                     8,045           9,550
    Accreted Interest Income on Investments
    in Securities                                  (30,137)        (32,711)
    Equity in Losses of Project
    Partnerships                                   321,312         258,657
    Interest Income from Redemption of
    Securities                                     104,052          89,481
    Changes in Operating Assets and
    Liabilities:
      Decrease in Accounts Payable                       0        (170,818)
      Increase in Payable to Other Series                0         170,818
      Increase in Payable to General
      Partners                                      74,995         104,302
                                              ------------    ------------
        Net Cash Provided by Operating
        Activities                                  72,036          81,257
                                              ------------    ------------
Cash Flows from Investing Activities:
  Distributions Received from Project
  Partnerships                                      34,332          34,342
  Redemption of Investment in Securities           124,947         129,519
                                              ------------    ------------
       Net Cash Provided by Investing
       Activities                                  159,279         163,861
                                              ------------    ------------
Increase in Cash and Cash Equivalents              231,315         245,118
Cash and Cash Equivalents at Beginning of
Year                                             1,312,212       1,216,792
                                              ------------    ------------
Cash and Cash Equivalents at End of Year       $ 1,543,527     $ 1,461,910
                                              ============    ============

               See accompanying notes to financial statements.

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

                        NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)
                                JUNE 30, 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  June
30,  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 and 1998 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  June  30,  2000  Balance  Sheet  includes  Investment  in  Securities
consisting  of U.S. Government Security Strips which represents  their  cost,
plus  accreted interest income of $134,426 for Series 2, $119,568 for  Series
3,  $151,483 for Series 4, $188,804 for Series 5 and $160,370 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                 $   290,788        $   279,798         $    10,990
Series 3                     258,566            248,873               9,693
Series 4                     327,705            315,297              12,408
Series 5                     408,318            392,978              15,340
Series 6                     392,605            379,816              12,789

  As  of June 30, 2000, the cost and accreted interest of debt securities  by
contractual maturities is as follows:

                                     Series 2       Series 3       Series 4
                                     --------       --------       --------
Due with 1 year                    $   50,970     $   45,337     $   57,439
After 1 year through 5 years          186,526        165,909        210,191
After 5 years through 10 years         42,302         37,627         47,667
                                   ----------     ----------     ----------
  Total Amount Carried on
  Balance Sheet                    $  279,798     $  248,873     $  315,297
                                   ==========     ==========     ==========

                                     Series 5       Series 6        Total
                                     --------       --------       --------
Due with 1 year                    $   71,588     $   56,021     $  281,355
After 1 year through 5 years          261,977        220,080      1,044,683
After 5 years through 10 years         59,413        103,715        290,724
                                   ----------     ----------     ----------
  Total Amount Carried on
  Balance Sheet                    $  392,978     $  379,816     $1,616,762
                                   ==========     ==========     ==========

NOTE 4 - RELATED PARTY TRANSACTIONS:

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

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

  For  the  three  months  June 30, 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              $  17,128       $  17,162
 Series 3                 15,825          15,870
 Series 4                 19,458          19,497
 Series 5                 24,060          24,115
 Series 6                 26,622          26,704
                       ---------       ---------
 Total                 $ 103,093       $ 103,348
                       =========       =========

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

 Series 2              $   1,837        $  1,797
 Series 3                  1,921           1,878
 Series 4                  2,422           2,368
 Series 5                  3,007           2,940
 Series 6                  3,174           3,103
                       ---------        --------
 Total                 $  12,361        $ 12,086
                       =========        ========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As  of  June 30, 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                                        JUNE 30,       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)                                 (4,607,486)     (4,553,226)

Cumulative distributions received from
Project Partnerships                                (77,988)        (74,211)
                                               ------------   -------------
Investment in Project Partnerships before
Adjustment                                         (160,796)       (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                                  (80,680)        (79,864)
                                                -----------    ------------

Investments in Project Partnerships            $    149,362    $    208,215
                                               ============    ============

  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $1,903,364  for  the period ended June 30, 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                                          JUNE 30,       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)                                 (4,053,781)     (4,042,301)

Cumulative distributions received from
Project Partnerships                               (171,444)       (158,676)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                         (336,512)       (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                                  (79,572)        (79,292)
                                                -----------    ------------

Investments in Project Partnerships            $     75,662    $    100,190
                                               ============    ============


  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $2,650,278  for  the period ended June 30, 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                                           JUNE 30,       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)                                 (4,872,659)     (4,810,009)

Cumulative distributions received from
Project Partnerships                               (113,110)       (107,167)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                          (33,250)          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                                 (112,282)       (110,618)
                                                -----------    ------------

Investments in Project Partnerships            $    417,435    $    487,692
                                               ============    ============


  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $1,655,339  for  the period ended June 30, 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                                           JUNE 30,       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)                                 (5,651,232)     (5,585,539)

Cumulative distributions received from
Project Partnerships                               (162,338)       (156,548)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                          350,902         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                                 (123,313)       (121,773)
                                               ------------    ------------

Investments in Project Partnerships            $    878,426    $    951,449
                                               ============    ============


  (1)  In  accordance with the Partnership's accounting policy to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $1,836,922  for  the period ended June 30, 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                                           JUNE 30,       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)                                 (6,057,050)     (5,929,821)

Cumulative distributions received from
Project Partnerships                               (169,827)       (163,773)
                                               ------------   -------------
Investment in Project Partnerships before
Adjustment                                        1,235,338       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                                 (160,155)       (156,410)
                                               ------------    ------------

Investments in Project Partnerships            $  1,860,362    $  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  $1,172,724  for  the period ended June 30, 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                                 JUNE 30,       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)                                (25,242,208)    (24,920,896)

Cumulative distributions received from
Project Partnerships                               (694,707)       (660,375)
                                                -----------   -------------
Investment in Project Partnerships before
Adjustment                                        1,055,682       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                                 (556,002)       (547,957)
                                                -----------    ------------

Investments in Project Partnerships            $  3,381,247    $  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
March 31, of each year:
                                                       MARCH 31,
                                                  2000            1999
SERIES 2                                          ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                              $ 1,926,243     $ 1,763,428
  Investment properties, net                   19,665,009      20,551,425
  Other assets                                      1,345          15,740
                                              -----------     -----------
    Total assets                              $21,592,597     $22,330,593
                                              ===========     ===========
Liabilities and Partners' Equity:
  Current liabilities                         $   532,966     $   501,446
  Long-term debt                               23,105,111      23,165,507
                                              -----------     -----------
    Total liabilities                          23,638,077      23,666,953
                                              -----------     -----------
Partners' equity
  Limited Partner                              (2,048,150)     (1,361,567)
  General Partners                                  2,670          25,207
                                              -----------     -----------
    Total Partners' equity                     (2,045,480)     (1,336,360)
                                              -----------     -----------
    Total liabilities and partners'
    equity                                    $21,592,597     $22,330,593
                                              ===========     ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                       $   691,499     $   704,648
Expenses:                                     -----------     -----------
  Operating expenses                              465,534         495,055
  Interest expense                                218,164         239,187
  Depreciation and amortization                   224,303         229,460
                                              -----------     -----------
    Total expenses                                908,001         963,702
                                              -----------     -----------
      Net loss                                $  (216,502)    $  (259,054)
                                              ===========     ===========
Other partners' share of net loss             $    (2,165)    $    (2,591)
                                              ===========     ===========
Partnerships' share of net loss               $  (214,337)    $  (256,463)
Suspended losses                                  160,077         210,849
                                              -----------     -----------
Equity in Losses of Project Partnerships      $   (54,260)    $   (45,614)
                                              ===========     ===========


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
March 31, of each year:
                                                       MARCH 31,
                                                   2000            1999
SERIES 3                                           ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 2,182,523    $ 2,198,970
  Investment properties, net                    16,695,060     17,834,880
  Other assets                                     207,508        216,095
                                               -----------    -----------
    Total assets                               $19,085,091    $20,249,945
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                          $   505,229    $   499,172
  Long-term debt                                21,638,076     21,712,606
                                               -----------    -----------
    Total liabilities                           22,143,305     22,211,778
                                               -----------    -----------
Partners' equity
  Limited Partner                               (3,274,906)    (2,222,181)
  General Partners                                 216,692        260,348
                                               -----------    -----------
    Total Partners' equity                      (3,058,214)    (1,961,833)
                                               -----------    -----------
    Total liabilities and partners'
    equity                                     $19,085,091    $20,249,945
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $   628,629    $   608,864
Expenses:                                      -----------    -----------
  Operating expenses                               446,146        369,595
  Interest expense                                 160,547        181,793
  Depreciation and amortization                    231,772        229,140
                                               -----------    -----------
    Total expenses                                 838,465        780,528
                                               -----------    -----------
      Net loss                                 $  (209,836)   $  (171,664)
                                               ===========    ===========
Other partners' share of net loss              $    (3,078)   $    (1,717)
                                               ===========    ===========
Partnerships' share of net loss                $  (206,758)   $  (169,947)
Suspended losses                                   195,278        131,483
                                               -----------    -----------
Equity in Losses of Project Partnerships       $   (11,480)   $   (38,464)
                                                ===========    ===========


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
March 31, of each year:
                                                         MARCH 31,
                                                   2000            1999
SERIES 4                                           ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 2,451,965    $ 2,331,677
  Investment properties, net                    23,088,334     24,043,020
  Other assets                                      12,338         21,916
                                               -----------    -----------
    Total assets                               $25,552,637    $26,396,613
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                          $   705,966    $   682,879
  Long-term debt                                26,383,242     26,489,140
                                               -----------    -----------
    Total liabilities                           27,089,208     27,172,019
                                               -----------    -----------
Partners' equity
  Limited Partner                               (1,670,319)      (967,012)
  General Partners                                 133,748        191,606
                                               -----------    -----------
    Total Partners' equity                      (1,536,571)      (775,406)
                                               -----------    -----------
    Total liabilities and partners'
    equity                                     $25,552,637    $26,396,613
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $   821,323    $   806,616
Expenses:                                      -----------    -----------
  Operating expenses                               536,175        429,834
  Interest expense                                 228,937        332,606
  Depreciation and amortization                    245,725        253,810
                                               -----------    -----------
    Total expenses                               1,010,837      1,016,250
                                               -----------    -----------
      Net loss                                 $  (189,514)   $  (209,634)
                                               ===========    ===========
Other partners' share of net loss              $    (2,683)   $    (2,096)
                                               ===========    ===========
Partnerships' share of net loss                $  (186,831)   $  (207,538)
Suspended losses                                   124,181        128,982
                                               -----------    -----------
Equity in Losses of Project Partnerships       $   (62,650)   $   (78,556)
                                               ===========    ===========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
March 31, of each year:
                                                        MARCH 31,,
                                                   2000            1999
SERIES 5                                           ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 2,988,236    $ 2,846,257
  Investment properties, net                    28,914,417     30,120,120
  Other assets                                       8,581          7,499
                                               -----------    -----------
    Total assets                               $31,911,234    $32,973,876
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                          $   757,940    $   818,028
  Long-term debt                                32,652,940     32,737,670
                                               -----------    -----------
    Total liabilities                           33,410,880     33,555,698
                                               -----------    -----------
Partners' equity
  Limited Partner                               (1,396,026)      (472,278)
  General Partners                                (103,620)      (109,544)
                                               -----------    -----------
    Total Partners' equity                      (1,499,646)      (581,822)
                                               -----------    -----------
    Total liabilities and partners'
    equity                                     $31,911,234    $32,973,876
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $   931,151    $   901,356
Expenses:                                      -----------    -----------
  Operating expenses                               662,688        612,614
  Interest expense                                 209,217        218,343
  Depreciation and amortization                    321,584        328,285
                                               -----------    -----------
    Total expenses                               1,193,489      1,159,242
                                               -----------    -----------
      Net loss                                 $  (262,338)   $  (257,886)
                                               ===========    ===========
Other partners' share of net loss              $    (2,624)   $    (2,579)
                                               ===========    ===========
Partnerships' share of net loss                $  (259,714)   $  (255,307)
Suspended losses                                   194,021        234,866
                                               -----------    -----------
Equity in Losses of Project Partnerships       $   (65,693)   $   (20,441)
                                               ===========    ===========


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
March 31, of each year:
                                                       MARCH 31,
                                                   2000            1999
SERIES 6                                           ----            ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                               $ 3,151,260    $ 3,160,853
  Investment properties, net                    32,850,632     34,052,870
  Other assets                                       6,887         31,775
                                               -----------    -----------
    Total assets                               $36,008,779    $37,245,498
                                               ===========    ===========
Liabilities and Partners' Equity:
  Current liabilities                          $   712,394    $   791,217
  Long-term debt                                35,470,856     35,588,981
                                               -----------    -----------
    Total liabilities                           36,183,250     36,380,198
                                               -----------    -----------
Partners' equity
  Limited Partner                                   83,574      1,071,248
  General Partners                                (258,045)      (205,948)
                                               -----------    -----------
    Total Partners' equity                        (174,471)       865,300
                                               -----------    -----------
    Total liabilities and partners'
    equity                                     $36,008,779    $37,245,498
                                               ===========    ===========

SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                        $ 1,007,346    $ 1,011,534
Expenses:                                      -----------    -----------
  Operating expenses                               651,321        588,704
  Interest expense                                 287,330        247,932
  Depreciation and amortization                    342,958        353,728
                                               -----------    -----------
    Total expenses                               1,281,609      1,190,364
                                               -----------    -----------
      Net loss                                 $  (274,263)   $  (178,830)
                                               ===========    ===========
Other partners' share of net loss              $    (3,445)   $    (1,788)
                                               ===========    ===========
Partnerships' share of net loss                $  (270,818)   $  (177,042)
Suspended losses                                   143,589        101,460
                                               -----------    -----------
Equity in Losses of Project Partnerships       $  (127,229)   $   (75,582)
                                               ===========    ===========


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
March 31, of each year:
                                                      MARCH 31,
                                               2000               1999
TOTAL SERIES 2- 6                              ----               ----
SUMMARIZED BALANCE SHEETS
Assets:
  Current assets                            $ 12,700,227     $ 12,301,185
  Investment properties, net                 121,213,452      126,602,315
  Other assets                                   236,659          293,025
                                             -----------      -----------
    Total assets                            $134,150,338     $139,196,525
                                             ===========      ===========
Liabilities and Partners' Equity:
  Current liabilities                       $  3,214,495     $  3,292,742
  Long-term debt                             139,250,225      139,693,904
                                             -----------      -----------
    Total liabilities                        142,464,720      142,986,646
                                             -----------      -----------
Partners' equity
  Limited Partner                             (8,305,827)      (3,951,790)
  General Partners                                (8,555)         161,669
                                             -----------      -----------
    Total Partners' equity                    (8,314,382)      (3,790,121)
                                             -----------      -----------
    Total liabilities and partners'
    equity                                  $134,150,338     $139,196,525
                                             ===========      ===========
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income                      $ 4,079,948      $ 4,033,018
Expenses:                                    -----------      -----------
  Operating expenses                           2,761,864        2,495,802
  Interest expense                             1,104,195        1,219,861
  Depreciation and amortization                1,366,342        1,394,423
                                             -----------      -----------
    Total expenses                             5,232,401        5,110,086
                                             -----------      -----------
      Net loss                               $(1,152,453)     $(1,077,068)
                                             ===========      ===========
Other partners' share of net loss            $   (13,995)     $   (10,771)
                                             ===========      ===========
Partnerships' share of net loss              $(1,138,458)     $(1,066,297)
Suspended losses                                 817,146          807,640
                                             -----------      -----------
Equity in Losses of Project
Partnerships                                 $  (321,312)     $  (258,657)
                                             ===========      ===========


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

Results of Operations, Liquidity and Capital Resources

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

  As  disclosed  on  the statement of operations for each Series,  except  as
described  below,  interest income is comparable for the three  months  ended
June  30, 2000 and June 30, 1999.  The General and Administrative expenses  -
General Partner and General and Administrative expenses - Other for the three
months ended June 30, 2000 are comparable for the same period ended June  30,
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 Losses of Project Partnerships  for
the  three  months ended June 30, 1999 were comparable for the  three  months
ended June 30, 2000.  In general, it is common in the real estate industry to
experience losses for financial and tax reporting purposes because of the non-
cash  expenses  of  depreciation and amortization. As  a  result,  management
expects  that this Series, as well as those described below, will report  its
equity  in  Project  Partnerships as a loss for tax and  financial  reporting
purposes.    Overall,  management  believes  the  Project  Partnerships   are
operating as expected and are generating tax credits which meet projections.

  At  June 30, 2000, the Series had $239,062 of short-term investments  (Cash
and  Cash Equivalents).  It also had $279,798 in Zero Coupon Treasuries  with
annual maturities providing $53,836 in fiscal year 2001 increasing to $66,285
in fiscal year 2007.  Management believes the sources of funds are sufficient
to  meet current and ongoing operating costs for the foreseeable future,  and
to pay part of the Asset Management Fee.

  As  disclosed on the statement of cash flows, the Series had a net loss  of
$67,552  for the three months ended June 30, 2000.  However, after  adjusting
for  Equity  in Losses of Project Partnerships of $54,260 and the changes  in
operating assets and liabilities, net cash provided by activities was $8,452,
primarily  due  to the interest income from the maturity of the  Zero  Coupon
Treasuries.   Cash   provided  by  investing  activities  totaled   $32,040,
consisting of $3,777 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  three  months ended June 30, 2000 decreased from $38,464 for  the  three
months ended June 30, 1999 to $11,480 as a result of not including losses  of
$195,278,  as  these  losses would reduce the investment in  certain  Project
Partnerships below zero.

  At June 30, 1999, the Series had $208,723 of short-term investments (Cash and
Cash  Equivalents).   It  also had $248,873 in Zero  Coupon  Treasuries  with
annual maturities providing $47,886 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
$23,998  for the three months ended June 30, 2000.  However, after  adjusting
for  Equity  in Losses of Project Partnerships of $11,480 and the changes  in
operating  assets and liabilities, net cash provided by operating  activities
was $15,329, primarily due to the Interest Income from the Redemption of Zero
Coupon  Treasuries of $20,936.  Cash provided by investing activities totaled
$37,907,  consisting  of  $12,768  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  three  months ended June 30, 1999 were comparable for the  three  months
ended June 30, 2000.

  At  June 30, 2000, the Series had $284,569 of short-term investments  (Cash
and  Cash Equivalents).  It also had $315,297 in Zero Coupon Treasuries  with
annual maturities providing $60,666 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
$78,780  for the three months ended June 30, 2000.  However, after  adjusting
for  Equity  in Losses of Project Partnerships of $62,650 and the changes  in
operating  assets and liabilities, net cash provided by operating  activities
was $20,129, primarily due to the Interest Income from the Redemption of Zero
Coupon  Treasuries of $26,523.  Cash provided by investing activities totaled
$37,792,  consisting  of  $5,943  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.  Gateway's  share  of  net  loss  prior  to
suspended losses for the three months ended June 30, 1999 were comparable for
the three months ended June 30, 2000.

  At  June 30, 2000, the Series had $389,719 of short-term investments  (Cash
and  Cash Equivalents).  It also had $392,978 in Zero Coupon Treasuries  with
annual maturities providing $75,613 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
$84,676  for the three months ended June 30, 2000.  However, after  adjusting
for  Equity  in Losses of Project Partnerships of $65,693 and the changes  in
operating  assets and liabilities, net cash provided by operating  activities
was $25,526, primarily due to the Interest Income from the Redemption of Zero
Coupon  Treasuries of $33,057.  Cash provided by investing activities totaled
$45,486,  consisting  of  $5,790  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  three  months ended June 30, 2000 increased from $75,582 for  the  three
months ended June 30, 1999 to $127,229 as a result of not including losses of
$143,589  in  2000  as compared to $101,460 in 1999, as  these  losses  would
reduce the investment in certain Project Partnerships below zero.

  At  June 30, 2000, the Series had $421,454 of short-term investments  (Cash
and  Cash Equivalents).  It also had $379,816 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
$151,225  for the three months ended June 30, 2000.  However, after adjusting
for  Equity in Losses of Project Partnerships of $127,229 and the changes  in
operating  assets and liabilities, net cash used in operating activities  was
$7,400,  primarily  due to the increase in payable to the  General  Partners.
Cash  provided  by  investing activities totaled $6,054, 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: August 16, 2000      By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date: August 16, 2000      By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer