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

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

For The Quarterly Period Ended             December 31, 1997

Commission File Number              0-19022

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

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

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

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

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

                      YES     X         NO

                                              Number of Units
      Title of Each Class                    December 31, 1997
Beneficial Assignee Certificates:
$1,000 per certificate                              37,228

                    DOCUMENTS INCORPORATED BY REFERENCE
                                     
              Parts I and II, 1995 Form 10-K, filed with the
            Securities and Exchange Commission on July 11, 1997
            Parts III and IV - Form S-11 Registration Statement
                and all amendments and supplements thereto
                             File No. 33-31821
<PAGE>
PART I - Financial Information
 Item 1.  Financial Statements
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 2                                     December 31,      March 31,
                                                 1997             1997
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   153,454     $   138,561
 Investments in Securities                           46,817          45,757
                                               ------------    ------------
  Total Current Assets                              200,271         184,318
                                                                           
 Investments in Securities                          320,654         346,730
 Investments in Project Partnerships, Net           519,859         814,883
                                              -------------   -------------
    Total Assets                                $ 1,040,784     $ 1,345,931
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         43,137          43,644
                                              -------------   -------------
  Total Current Liabilities                          43,137          43,644
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        279,607         261,410
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at December, 31, 1997 and                                     
March 31, 1997 have been issued to the                                     
assignees                                                                  
Assignees                                                                  
 Units of beneficial interest of the                                       
limited partnership interest of the                                        
assignor limited partner, $1,000 stated                                    
value per BAC, 37,228 at December 31, 1997                                 
and March  31, 1997, issued and                                            
outstanding                                         764,659       1,084,268
General Partners                                   (46,619)        (43,391)
                                              -------------   -------------
  Total Partners' Equity                            718,040       1,040,877
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 1,040,784     $ 1,345,931
                                              =============   =============
                                                             
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     

SERIES 3                                     December 31,      March 31,
                                                 1997            1997
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   122,681     $   109,925
 Investments in Securities                           41,643          40,699
                                               ------------    ------------
  Total Current Assets                              164,324         150,624
                                                                           
 Investments in Securities                          285,214         308,410
 Investments in Project Partnerships, Net           393,346         584,189
                                              -------------   -------------
    Total Assets                                $   842,884     $ 1,043,223
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         48,050          48,117
                                              -------------   -------------
  Total Current Liabilities                          48,050          48,117
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        219,521         212,944
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at December, 31, 1997 and                                     
March 31, 1997 have been issued to the                                     
assignees                                                                  
Assignees                                                                  
 Units of beneficial interest of the                                       
limited partnership interest of the                                        
assignor limited partner, $1,000 stated                                    
value per BAC, 37,228 at December 31, 1997                                 
and March  31, 1997, issued and outstanding                                
General Partners                                    617,375         822,156
                                                   (42,062)        (39,994)
  Total Partners' Equity                      -------------   -------------
                                                    575,313         782,162
    Total Liabilities and Partners' Equity    -------------   -------------
                                                $   842,884     $ 1,043,223
                                              =============   =============
                                                            


              See accompanying notes to financial statements.
<PAGE>
                     GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 4                                     December 31,      March 31,
                                                 1997             1997
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   192,330     $   182,773
 Investments in Securities                           52,758          51,562
                                               ------------    ------------
  Total Current Assets                              245,088         234,335
                                                                           
 Investments in Securities                          361,337         390,723
 Investments in Project Partnerships, Net         1,129,479       1,423,319
                                              -------------   -------------
    Total Assets                                $ 1,735,904     $ 2,048,377
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         52,997          52,967
                                              -------------   -------------
  Total Current Liabilities                          52,997          52,967
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        261,969         246,861
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at December, 31, 1997 and                                     
March 31, 1997 have been issued to the                                     
assignees                                                                  
Assignees                                                                  
 Units of beneficial interest of the                                       
limited partnership interest of the                                        
assignor limited partner, $1,000 stated                                    
value per BAC, 37,228 at December 31, 1997                                 
and March  31, 1997, issued and outstanding                                
General Partners                                  1,467,382       1,791,717
                                                   (46,444)        (43,168)
  Total Partners' Equity                      -------------   -------------
                                                  1,420,938       1,748,549
    Total Liabilities and Partners' Equity    -------------   -------------
                                                $ 1,735,904     $ 2,048,377
                                              =============   =============
                                                            
                                     
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 5                                     December 31,      March 31,
                                                 1997             1997
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   265,740     $   259,006
 Investments in Securities                           65,755          64,266
                                               ------------    ------------
  Total Current Assets                              331,495         323,272
                                                                           
 Investments in Securities                          450,361         486,986
 Investments in Project Partnerships, Net         1,614,004       2,268,632
                                              -------------   -------------
    Total Assets                                $ 2,395,860     $ 3,078,890
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         71,075          70,909
                                              -------------   -------------
  Total Current Liabilities                          71,075          70,909
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        251,323         237,669
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at December, 31, 1997 and                                     
March 31, 1997 have been issued to the                                     
assignees                                                                  
Assignees                                                                  
 Units of beneficial interest of the                                       
limited partnership interest of the                                        
assignor limited partner, $1,000 stated                                    
value per BAC, 37,228 at December 31, 1997                                 
and March  31, 1997, issued and                                            
outstanding                                       2,128,350       2,818,232
General Partners                                   (54,888)        (47,920)
                                              -------------   -------------
  Total Partners' Equity                          2,073,462       2,770,312
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 2,395,860     $ 3,078,890
                                              =============   =============
                                                             
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
SERIES 6                                     December 31,      March 31,
                                                 1997             1997
                                              ---------        ----------
                                             (Unaudited)       (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $   341,744     $   396,736
 Investments in Securities                           47,825          45,870
                                               ------------    ------------
  Total Current Assets                              389,569         442,606
                                                                           
 Investments in Securities                          414,485         393,657
 Investments in Project Partnerships, Net         3,276,077       3,912,526
                                              -------------   -------------
    Total Assets                                $ 4,080,131     $ 4,748,789
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                         66,593          66,605
                                              -------------   -------------
  Total Current Liabilities                          66,593          66,605
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                        315,881         293,418
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at December, 31, 1997 and                                     
March 31, 1997 have been issued to the                                     
assignees                                                                  
Assignees                                                                  
 Units of beneficial interest of the                                       
limited partnership interest of the                                        
assignor limited partner, $1,000 stated                                    
value per BAC, 37,228 at December 31, 1997                                 
and March  31, 1997, issued and                                            
outstanding                                       3,749,407       4,433,605
General Partners                                   (51,750)        (44,839)
                                              -------------   -------------
  Total Partners' Equity                          3,697,657       4,388,766
                                              -------------   -------------
    Total Liabilities and Partners' Equity      $ 4,080,131     $ 4,748,789
                                              =============   =============
                                                             
                                     
              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                              BALANCE SHEETS
                                     
TOTAL SERIES 2 - 6                           December 31,      March 31,
                                                 1997            1997
                                               ---------      ----------
                                              (Unaudited)      (Audited)
ASSETS                                                                     
Current Assets:                                                            
 Cash and Cash Equivalents                      $ 1,075,949     $ 1,087,001
 Investments in Securities                          254,798         248,154
                                               ------------    ------------
  Total Current Assets                            1,330,747       1,335,155
                                                                           
 Investments in Securities                        1,832,051       1,926,506
 Investments in Project Partnerships, Net         6,932,765       9,003,549
                                              -------------   -------------
    Total Assets                                $10,095,563     $12,265,210
                                              =============   =============
LIABILITIES AND PARTNERS' EQUITY                                           
Current Liabilities:                                                       
 Payable to General Partners                        281,852         282,242
                                              -------------   -------------
  Total Current Liabilities                         281,852         282,242
                                              -------------   -------------
Long-Term Liabilities:                                                     
 Payable to General Partners                      1,328,301       1,252,302
                                              -------------   -------------
Partners' Equity:                                                          
Assignor Limited Partner                                                   
 Units of limited partnership interest                                     
consisting of 40,000 authorized BAC's, of                                  
which 37,228 at December, 31, 1997 and                                     
March 31, 1997 have been issued to the                                     
assignees                                                                  
Assignees                                                                  
 Units of beneficial interest of the                                       
limited partnership interest of the                                        
assignor limited partner, $1,000 stated                                    
value per BAC, 37,228 at December 31, 1997                                 
and March  31, 1997, issued and outstanding                                
General Partners                                  8,727,173      10,949,978
                                                  (241,763)       (219,312)
  Total Partners' Equity                      -------------   -------------
                                                  8,485,410      10,730,666
    Total Liabilities and Partners' Equity    -------------   -------------
                                                $10,095,563     $12,265,210
                                              =============   =============
                                                            
                                     

              See accompanying notes to financial statements.
<PAGE>

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 2                                        1997            1996
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    29,196   $    27,471
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                51,666        51,750
 General and Administrative:                                             
  General Partner                                     6,238         5,006
  Other                                               8,113        10,787
 Amortization                                         1,776         3,609
                                               ------------  ------------
  Total Expenses                                     67,793        71,152
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                       (38,597)      (43,681)
Equity in Losses of Project Partnerships          (284,240)     (405,978)
                                               ------------  ------------
Net Loss                                       $  (322,837)  $  (449,659)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                        (319,609)     (445,162)
 General Partners                                   (3,228)       (4,497)
                                               ------------  ------------
                                               $  (322,837)  $  (449,659)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $    (52.09)  $    (72.55)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              6,136         6,136
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>

                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 3                                        1997            1996
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    22,953   $    23,502
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                47,844        47,946
 General and Administrative:                                             
  General Partner                                     6,522         5,235
  Other                                               7,943        14,294
 Amortization                                       (1,212)           957
                                               ------------  ------------
  Total Expenses                                     61,097        68,432
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                       (38,144)      (44,930)
Equity in Losses of Project Partnerships          (168,705)     (222,177)
                                               ------------  ------------
Net Loss                                       $  (206,849)  $  (267,107)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                        (204,781)     (264,436)
 General Partners                                   (2,068)       (2,671)
                                               ------------  ------------
                                               $  (206,849)  $  (267,107)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $    (37.53)  $    (48.47)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              5,456         5,456
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 4                                        1997             1996
                                                ----             ----
Revenues:                                                                 
 Interest Income                                $    30,440    $    31,324
                                               ------------   ------------
Expenses:                                                                 
 Asset Management Fee-General Partner                58,704         58,788
 General and Administrative:                                              
  General Partner                                     8,223          6,599
  Other                                               9,996         11,814
 Amortization                                       (1,467)          2,541
                                               ------------   ------------
  Total Expenses                                     75,456         79,742
                                               ------------   ------------
Loss Before Equity in Losses of Project                                   
Partnerships                                       (45,016)       (48,418)
Equity in Losses of Project Partnerships          (282,595)      (425,830)
                                               ------------   ------------
Net Loss                                       $  (327,611)   $  (474,248)
                                               ============   ============
Allocation of Net Loss:                                                   
 Assignees                                        (324,335)      (469,506)
 General Partners                                   (3,276)        (4,742)
                                               ------------   ------------
                                               $  (327,611)   $  (474,248)
                                               ============   ============
Net Loss Per Beneficial Assignee                                          
Certificate                                    $    (46.90)   $    (67.90)
Number of Beneficial Assignee                  ============   ============
Certificates Outstanding                              6,915          6,915
                                               ============   ============
                                                                          


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 5                                        1997            1996
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    39,094   $    40,044
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                72,633        72,759
 General and Administrative:                                             
  General Partner                                    10,208         8,192
  Other                                              12,645        14,659
 Amortization                                         8,253         9,348
                                               ------------  ------------
  Total Expenses                                    103,739       104,958
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                       (64,645)      (64,914)
Equity in Losses of Project Partnerships          (632,205)     (581,763)
                                               ------------  ------------
Net Loss                                       $  (696,850)  $  (646,677)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                        (689,882)     (640,210)
 General Partners                                   (6,968)       (6,467)
                                               ------------  ------------
                                               $  (696,850)  $  (646,677)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $    (80.07)  $    (74.30)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              8,616         8,616
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 6                                        1997            1996
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    36,848   $    35,879
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                80,553        80,748
 General and Administrative:                                             
  General Partner                                    10,775         8,647
  Other                                              13,307        11,947
 Amortization                                        16,536        16,992
                                               ------------  ------------
  Total Expenses                                    121,171       118,334
                                               ------------  ------------
Loss Before Equity in Losses of Project            (84,323)              
Partnerships                                                     (82,455)
Equity in Losses of Project Partnerships          (606,786)     (562,683)
                                               ------------  ------------
Net Loss                                       $  (691,109)  $  (645,138)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                        (684,198)     (638,687)
 General Partners                                   (6,911)       (6,451)
                                               ------------  ------------
                                               $  (691,109)  $  (645,138)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $    (67.71)  $    (63.21)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                             10,105        10,105
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
TOTAL SERIES 2 - 6                              1997            1996
                                                ----            ----
Revenues:                                                                
 Interest Income                                $   158,531   $   158,220
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner               311,400       311,991
 General and Administrative:                                             
  General Partner                                    41,966        33,679
  Other                                              52,004        63,501
 Amortization                                        23,886        33,447
                                               ------------  ------------
  Total Expenses                                    429,256       442,618
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                      (270,725)     (284,398)
Equity in Losses of Project Partnerships        (1,974,531)   (2,198,431)
                                               ------------  ------------
Net Loss                                       $(2,245,256)  $(2,482,829)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                      (2,222,805)   (2,458,001)
 General Partners                                  (22,451)      (24,828)
                                               ------------  ------------
                                               $(2,245,256)  $(2,482,829)
                                               ============  ============
                                                                         
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 2                                        1997            1996
                                                ----            ----
Revenues:                                                                
 Interest Income                                $     9,003   $     9,035
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                17,222        17,250
 General and Administrative:                                             
  General Partner                                     2,022         1,666
  Other                                               1,309         1,582
 Amortization                                           592         1,203
                                               ------------  ------------
  Total Expenses                                     21,145        21,701
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                       (12,142)      (12,666)
Equity in Losses of Project Partnerships          (113,426)     (169,248)
                                               ------------  ------------
Net Loss                                       $  (125,568)  $  (181,914)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                        (124,312)     (180,094)
 General Partners                                   (1,256)       (1,820)
                                               ------------  ------------
                                               $  (125,568)  $  (181,914)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $    (20.26)  $    (29.35)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              6,136         6,136
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 3                                        1997            1996
                                                ----            ----
Revenues:                                                                
 Interest Income                                $     7,866   $     7,823
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                15,948        15,982
 General and Administrative:                                             
  General Partner                                     2,114         1,742
  Other                                               1,551         2,136
 Amortization                                         (404)           319
                                               ------------  ------------
  Total Expenses                                     19,209        20,179
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                       (11,343)      (12,356)
Equity in Losses of Project Partnerships           (50,409)      (31,875)
                                               ------------  ------------
Net Loss                                       $   (61,752)  $   (44,231)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                         (61,134)      (43,789)
 General Partners                                     (618)         (442)
                                               ------------  ------------
                                               $   (61,752)  $   (44,231)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $    (11.21)  $     (8.03)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              5,456         5,456
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 4                                        1997            1996
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    10,426   $    10,465
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                19,568        19,596
 General and Administrative:                                             
  General Partner                                     2,666         2,196
  Other                                               1,763         1,851
 Amortization                                         (489)           847
                                               ------------  ------------
  Total Expenses                                     23,508        24,490
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                       (13,082)      (14,025)
Equity in Losses of Project Partnerships          (124,875)     (119,869)
                                               ------------  ------------
Net Loss                                       $  (137,957)  $  (133,894)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                        (136,577)     (132,556)
 General Partners                                   (1,380)       (1,338)
                                               ------------  ------------
                                               $  (137,957)  $  (133,894)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $    (19.75)  $    (19.17)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              6,915         6,915
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 5                                        1997            1996
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    13,349   $    13,331
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                24,211        24,253
 General and Administrative:                                             
  General Partner                                     3,310         2,726
  Other                                               2,049         2,260
 Amortization                                         2,751         3,116
                                               ------------  ------------
  Total Expenses                                     32,321        32,355
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                       (18,972)      (19,024)
Equity in Losses of Project Partnerships          (256,936)     (171,692)
                                               ------------  ------------
Net Loss                                       $  (275,908)  $  (190,716)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                        (273,149)     (188,809)
 General Partners                                   (2,759)       (1,907)
                                               ------------  ------------
                                               $  (275,908)  $  (190,716)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $    (31.70)  $    (21.91)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                              8,616         8,616
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
SERIES 6                                        1997            1996
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    12,125   $    11,892
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner                26,851        26,916
 General and Administrative:                                             
  General Partner                                     3,494         2,877
  Other                                               2,427         2,119
 Amortization                                         5,512         5,664
                                               ------------  ------------
  Total Expenses                                     38,284        37,576
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                       (26,159)      (25,684)
Equity in Losses of Project Partnerships          (208,584)     (190,004)
                                               ------------  ------------
Net Loss                                       $  (234,743)  $  (215,688)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                        (232,396)     (213,532)
 General Partners                                   (2,347)       (2,156)
                                               ------------  ------------
                                               $  (234,743)  $  (215,688)
                                               ============  ============
Net Loss Per Beneficial Assignee                                         
Certificate                                    $    (23.00)  $    (21.13)
Number of Beneficial Assignee                  ============  ============
Certificates Outstanding                             10,105        10,105
                                               ============  ============
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                         STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
TOTAL SERIES 2 - 6                              1997            1996
                                                ----            ----
Revenues:                                                                
 Interest Income                                $    52,769   $    52,546
                                               ------------  ------------
Expenses:                                                                
 Asset Management Fee-General Partner               103,800       103,997
 General and Administrative:                                             
  General Partner                                    13,606        11,207
  Other                                               9,099         9,948
 Amortization                                         7,962        11,149
                                               ------------  ------------
  Total Expenses                                    134,467       136,301
                                               ------------  ------------
Loss Before Equity in Losses of Project                                  
Partnerships                                       (81,698)      (83,755)
Equity in Losses of Project Partnerships          (754,230)     (682,688)
                                               ------------  ------------
Net Loss                                       $  (835,928)  $  (766,443)
                                               ============  ============
Allocation of Net Loss:                                                  
 Assignees                                        (827,569)     (758,780)
 General Partners                                   (8,359)       (7,663)
                                               ------------  ------------
                                               $  (835,928)  $  (766,443)
                                               ============  ============
                                                                         
                                                                         


              See accompanying notes to financial statements.
<PAGE>
                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996
                                (Unaudited)


                                                General            
SERIES 2                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1996      $  1,661,075    $   (37,565)    $  1,623,510
                                                                           
Net Loss                          (455,162)         (4,497)       (449,659)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1996   $  1,215,913    $   (42,062)    $  1,173,851
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1997      $  1,084,268    $   (43,391)    $  1,040,877
                                                                           
Net Loss                          (319,609)         (3,228)       (322,837)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1997   $    764,659    $   (46,619)    $    718,040
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>




                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996
                                (Unaudited)


                                                General            
SERIES 3                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1996      $  1,160,025    $   (36,581)    $  1,123,444
                                                                           
Net Loss                          (264,436)         (2,671)       (267,107)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1996   $    895,589    $   (39,252)    $    856,337
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1997      $    822,156    $   (39,994)    $    782,162
                                                                           
Net Loss                          (204,781)         (2,068)       (206,849)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1997   $    617,375    $   (42,062)    $    575,313
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>




                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996
                                (Unaudited)


                                                General            
SERIES 4                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1996      $  2,480,767    $   (36,208)    $  2,444,559
                                                                           
Net Loss                          (469,506)         (4,742)       (474,248)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1996   $  2,011,261    $   (40,950)    $  1,970,311
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1997      $  1,791,717    $   (43,168)    $  1,748,549
                                                                           
Net Loss                          (324,335)         (3,276)       (327,611)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1997   $  1,467,382    $   (46,444)    $  1,420,938
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>




                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996
                                (Unaudited)


                                                General            
SERIES 5                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1996      $  3,805,620    $   (37,946)    $  3,767,674
                                                                           
Net Loss                          (640,210)         (6,467)       (646,677)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1996   $  3,165,410    $   (44,413)    $  3,120,997
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1997      $  2,818,232    $   (47,920)    $  2,770,312
                                                                           
Net Loss                          (689,882)         (6,969)       (696,850)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1997   $  2,128,350    $   (54,888)    $  2,073,462
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>




                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996
                                (Unaudited)


                                                General            
SERIES 6                       Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1996      $  5,340,274    $   (35,681)    $  5,304,593
                                                                           
Net Loss                          (638,687)         (6,451)       (645,138)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1996   $  4,701,587    $   (42,132)    $  4,659,455
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1997      $  4,433,605    $   (44,839)    $  4,388,766
                                                                           
Net Loss                          (684,198)         (6,911)       (691,109)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1997   $  3,749,407    $   (51,750)    $  3,697,657
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>




                                     
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                                     
                      STATEMENTS OF PARTNERS' EQUITY
                                     
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996
                                (Unaudited)


                                                General            
TOTAL SERIES 2 - 6             Assignees        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1996      $ 14,447,761    $  (183,981)    $ 14,263,780
                                                                           
Net Loss                        (2,458,001)        (24,828)     (2,482,829)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1996   $ 11,989,760    $  (208,809)    $ 11,780,951
                              =============    ============   =============
                                                                           
                                                                           
Balance at March 31, 1997      $ 10,949,978    $  (219,312)    $ 10,730,666
                                                                           
Net Loss                        (2,222,805)        (22,451)     (2,245,256)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1997   $  8,727,173    $  (241,763)    $  8,485,410
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>





                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996:
                                (Unaudited)

SERIES 2                                        1997            1996
--------                                        ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                                                
  Adjustments to Reconcile Net Loss to Net   $  (322,837)     $  (449,659)
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                    1,776            3,609
    Accreted Interest Income on Investments                               
in Securities                                    (20,676)         (21,518)
    Equity in Losses of Project                                           
Partnerships                                      284,240          405,978
    Interest Income from Redemption of                                    
Securities                                         13,628           10,359
    Payment of Asset Management Fee              (33,471)         (32,438)
    Changes in Operating Assets and                                       
Liabilities:                                                              
    Increase in Payable to General                                        
Partners                                           51,160           49,701
                                             ------------     ------------
        Net Cash Used in Operating                                        
Activities                                       (26,180)         (33,968)
                                             ------------     ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                        9,008            4,176
  Redemption of Investment in Securities           32,065           33,294
                                             ------------     ------------
        Net Cash Provided by (Used in)                                    
Investing Activities                               41,073           37,470
                                             ------------     ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                        14,893            3,502
Cash and Cash Equivalents at Beginning of                                 
Year                                              138,561          135,519
                                             ------------     ------------
Cash and Cash Equivalents at  End of Year     $   153,454      $   139,021
                                             ============     ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996:
                                (Unaudited)
SERIES 3                                         1997            1996
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                                                
  Adjustments to Reconcile Net Loss to Net    $  (206,849)    $  (267,107)
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                   (1,212)             957
    Accreted Interest Income on Investments                               
in Securities                                     (18,391)        (19,140)
    Equity in Losses of Project                                           
Partnerships                                       168,705         222,177
    Interest Income from Redemption of                                    
Securities                                          12,121           9,214
    Payment of Asset Management Fee               (41,266)        (39,504)
    Changes in Operating Assets and                                       
Liabilities:                                                              
    Increase in Payable to General                                        
Partners                                            47,777          45,778
                                              ------------    ------------
        Net Cash Used in Operating                                        
Activities                                        (39,115)        (47,625)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                        23,350          26,557
  Redemption of Investment in Securities            28,521          29,617
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
Investing Activities                                51,871          56,174
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                         12,756           8,549
Cash and Cash Equivalents at Beginning of                                 
Year                                               109,925          97,988
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $   122,681     $   106,537
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996:
                                (Unaudited)
SERIES 4                                         1997            1996
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                                                
  Adjustments to Reconcile Net Loss to Net    $  (327,611)    $  (474,248)
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                   (1,467)           2,541
    Accreted Interest Income on Investments                               
in Securities                                     (23,299)        (24,248)
    Equity in Losses of Project                                           
Partnerships                                       282,595         425,830
    Interest Income from Redemption of                                    
Securities                                          15,358          11,674
    Payment of Asset Management Fee               (43,594)        (42,702)
    Changes in Operating Assets and                                       
Liabilities:                                                              
    Increase in Payable to General                                        
Partners                                            58,730          56,193
                                              ------------    ------------
        Net Cash Used in Operating                                        
Activities                                        (39,288)        (44,960)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                        12,712          10,900
  Redemption of Investment in Securities            36,133          37,522
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
Investing Activities                                48,845          48,422
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                          9,557           3,462
Cash and Cash Equivalents at Beginning of                                 
Year                                               182,773         178,506
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $   192,330     $   181,968
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996:
                                (Unaudited)
SERIES 5                                         1997            1996
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                                                
  Adjustments to Reconcile Net Loss to Net    $  (696,850)    $  (646,677)
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                     8,253           9,348
    Accreted Interest Income on Investments                               
in Securities                                     (29,040)        (30,222)
    Equity in Losses of Project                                           
Partnerships                                       632,205         581,763
    Interest Income from Redemption of                                    
Securities                                          19,140          14,550
    Payment of Asset Management Fee               (58,980)        (59,353)
    Changes in Operating Assets and                                       
Liabilities:                                                              
    Increase in Payable to General                                        
Partners                                            72,801          69,696
                                              ------------    ------------
        Net Cash Used in Operating                                        
Activities                                        (52,471)        (60,895)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                        14,170           7,878
  Redemption of Investment in Securities            45,035          46,767
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
Investing Activities                                59,205          54,645
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                          6,734         (6,250)
Cash and Cash Equivalents at Beginning of                                 
Year                                               259,006         257,549
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $   265,740     $   251,299
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996:
                                (Unaudited)
SERIES 6                                         1997            1996
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                                                
  Adjustments to Reconcile Net Loss to Net    $  (691,109)    $  (645,138)
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                    16,536          16,992
    Accreted Interest Income on Investments                               
in Securities                                     (22,783)        (22,991)
    Equity in Losses of Project                                           
Partnerships                                       606,786         562,683
    Interest Income from Redemption of                                    
Securities                                               0               0
    Payment of Asset Management Fee               (58,089)        (52,484)
    Changes in Operating Assets and                                       
Liabilities:                                                              
    Increase in Payable to General                                        
Partners                                            80,540          77,289
                                              ------------    ------------
        Net Cash Used in Operating                                        
Activities                                        (68,119)        (63,649)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                        13,127          14,560
  Redemption of Investment in Securities                 0               0
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
Investing Activities                                13,127          14,560
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                       (54,992)        (49,089)
Cash and Cash Equivalents at Beginning of                                 
Year                                               396,736         388,991
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $   341,744     $   339,902
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                      GATEWAY TAX CREDIT FUND II LTD.
                      (A Florida Limited Partnership)
                         STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996:
                                (Unaudited)
TOTAL SERIES 2 - 6                               1997            1996
--------                                         ----            ----
Cash Flows from Operating Activities:                                     
  Net Loss                                                                
  Adjustments to Reconcile Net Loss to Net    $(2,245,256)    $(2,482,829)
Cash Provided by (Used in) Operating                                      
Activities:                                                               
    Amortization                                    23,886          33,447
    Accreted Interest Income on Investments                               
in Securities                                    (114,189)       (118,119)
    Equity in Losses of Project                                           
Partnerships                                     1,974,531       2,198,431
    Interest Income from Redemption of                                    
Securities                                          60,247          45,797
    Payment of Asset Management Fee              (235,400)       (226,481)
    Changes in Operating Assets and                                       
Liabilities:                                                              
    Increase in Payable to General                                        
Partners                                           311,008         298,657
                                              ------------    ------------
        Net Cash Used in Operating                                        
Activities                                       (225,173)       (251,097)
                                              ------------    ------------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                        72,367          64,071
  Redemption of Investment in Securities           141,754         147,200
                                              ------------    ------------
        Net Cash Provided by (Used in)                                    
Investing Activities                               214,121         211,271
                                              ------------    ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                       (11,052)        (39,826)
Cash and Cash Equivalents at Beginning of                                 
Year                                             1,087,001       1,058,553
                                              ------------    ------------
Cash and Cash Equivalents at  End of Year      $ 1,075,949     $ 1,018,727
                                              ============    ============
                                                                          

              See accompanying notes to financial statements.
<PAGE>
                        GATEWAY TAX CREDIT FUND II LTD.
                       (A Florida Limited Partnership)
                                      
                        NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)
                              DECEMBER 31, 1997

NOTE 1 - ORGANIZATION:

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

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

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

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

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


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

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

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

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

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

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

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

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

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

Cash and Cash Equivalents

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

Concentration of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

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

Offering and Commission Costs

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

Income Taxes

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

Reclassifications

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

Basis of Preparation

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


NOTE 3 - INVESTMENT IN SECURITIES:

   The  December  31,  1997 Balance Sheet includes Investment  in  Securities
consisting  of U.S. Government Security Strips which represents  their  cost,
plus  accreted interest income of $133,872 for Series 2, $119,076 for  Series
3,  $150,857 for Series 4, $188,024 for Series 5 and $137,242 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                 $   395,031        $   367,471         $    27,560
Series 3                     351,257            326,857              24,400
Series 4                     445,182            414,095              31,087
Series 5                     554,693            516,116              38,577
Series 6                     488,887            462,310              26,577


 As of December 31, 1997, the cost and accreted interest of debt securities
by contractual maturities is as follows:

                                  Series 2       Series 3       Series 4
                                  --------       --------       --------
Due with 1 year                    $   46,817     $   41,643     $   52,758
After 1 year through 5 years          172,457        153,397        194,339
After 5 years through 10 years        148,197        131,817        166,998
                                   ----------     ----------     ----------
  Total Amount Carried on                                                  
Balance Sheet                      $  367,471     $  326,857     $  414,095
                                   ==========     ==========     ==========


                                  Series 5       Series 6        Total
                                  --------       --------       --------
Due with 1 year                    $   65,755     $   47,825     $  254,798
After 1 year through 5 years          242,218        191,056        953,467
After 5 years through 10 years        208,143        223,429        878,584
                                   ----------     ----------     ----------
  Total Amount Carried on                                                  
Balance Sheet                      $  516,116     $  462,310     $2,086,849
                                   ==========     ==========     ==========


NOTE 4 - RELATED PARTY TRANSACTIONS:

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

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

  For  the  nine months ended December 31, 1997 and 1996 the General Partners
and  affiliates are entitled to compensation and reimbursement for costs  and
expenses incurred by Gateway as follows:


  Asset Management Fee - The Managing General Partner is entitled to be  paid
an  annual  asset  management fee equal to 0.25% of  the  aggregate  cost  of
Gateway's  interest in the projects owned by the Project  Partnerships.   The
asset  management fee will be paid only after all other expenses  of  Gateway
have been paid.  These fees are included in the Statements of Operations.
                            1997           1996
                            ----          ------
 Series 2              $  51,666       $  51,750
 Series 3                 47,844          47,946
 Series 4                 58,704          58,788
 Series 5                 72,633          72,759
 Series 6                 80,553          80,748
                       ---------       ---------
 Total                 $ 311,400       $ 311,991
                       =========       =========

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

 Series 2              $   6,238        $  5,006
 Series 3                  6,522           5,235
 Series 4                  8,223           6,599
 Series 5                 10,208           8,192
 Series 6                 10,775           8,647
                       ---------        --------
 Total                 $  41,966        $ 33,679
                       =========        ========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As  of December 31, 1997, the Partnership had acquired an interest  in  22
Project Partnerships for the Series which own and operate government assisted
multi-family  housing  complexes.  The Partnership, as the  Investor  Limited
Partner pursuant to the Project Partnership Agreements has generally acquired
an ownership interest of 99% in these Project Partnerships.

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

SERIES 2                                      DECEMBER 31,     MARCH 31,
                                                  1997            1997
                                             --------------   ----------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $  4,524,678    $  4,524,678
                                                                           
Accumulated accretion/(amortization) of the                                
excess of the book value of the underlying                                 
assets of Project Partnerships over the                                    
purchase price (1)                                   44,174          39,734
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (2)                                (4,306,611)     (4,022,371)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (60,629)        (51,621)
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      390,838         390,838
 Accumulated amortization of acquisition                                   
fees and expenses                                  (72,591)        (66,375)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships            $    519,859    $    814,883
                                               ============    ============
                                                                           

 (1) Includes amounts representing accumulated accretion or (amortization) of
the difference between the book value of the underlying assets of the Project
Partnerships  over  or under the purchase price.  At December  31,  1997  and
March 31, 1997 these excess costs were $205,718.
(2)  In  accordance  with the Partnership's accounting policy  to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $289,555 for the period ended December 31, 1997 and cumulative  suspended
losses of $145,935 for the year ended March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 3                                      DECEMBER 31,     MARCH 31,
                                                  1997            1997
                                             --------------    ---------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $  3,888,713    $  3,888,713
                                                                           
Accumulated accretion/(amortization) of the                                
excess of the book value of the underlying                                 
assets of Project Partnerships over the                                    
purchase price (1)                                   48,029          41,993
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (2)                                (3,792,318)     (3,623,613)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                              (167,327)       (143,977)
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      491,746         491,746
 Accumulated amortization of acquisition                                   
fees and expenses                                  (75,497)        (70,673)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships            $    393,346    $    584,189
                                               ============    ============
                                                                           

 (1) Includes amounts representing accumulated accretion or (amortization) of
the difference between the book value of the underlying assets of the Project
Partnerships  over  or under the purchase price.  At December  31,  1997  and
March 31, 1997 these excess costs were $213,147.
(2)  In  accordance  with the Partnership's accounting policy  to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $891,324 for the period ended December 31, 1997 and cumulative  suspended
losses of $569,390 for the year ended March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 4                                      DECEMBER 31,     MARCH 31,
                                                  1997            1997
                                             --------------   ----------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $  4,952,519    $  4,952,519
                                                                           
Accumulated accretion/(amortization) of the                                
excess of the book value of the underlying                                 
assets of Project Partnerships over the                                    
purchase price (1)                                   85,306          74,647
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (2)                                (4,285,976)     (4,003,381)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (88,963)        (76,251)
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      562,967         562,967
 Accumulated amortization of acquisition                                   
fees and expenses                                  (96,374)        (87,182)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships            $  1,129,479    $  1,423,319
                                               ============    ============
                                                                           

 (1) Includes amounts representing accumulated accretion or (amortization) of
the difference between the book value of the underlying assets of the Project
Partnerships  over  or under the purchase price.  At December  31,  1997  and
March 31, 1997 these excess costs were $411,863.
(2)  In  accordance  with the Partnership's accounting policy  to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $281,053 for the period ended December 31, 1997 and cumulative  suspended
losses of $106,365 for the year ended March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 5                                      DECEMBER 31,     MARCH 31,
                                                  1997            1997
                                             --------------    ---------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $  6,164,472    $  6,164,472
                                                                           
Accumulated accretion/(amortization) of the                                
excess of the book value of the underlying                                 
assets of Project Partnerships over the                                    
purchase price (1)                                   37,751          33,149
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (2)                                (5,010,833)     (4,378,628)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                              (119,305)       (105,135)
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      650,837         650,837
 Accumulated amortization of acquisition                                   
fees and expenses                                 (108,918)        (96,063)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships            $  1,614,004    $  2,268,632
                                               ============    ============
                                                                           

 (1) Includes amounts representing accumulated accretion or (amortization) of
the difference between the book value of the underlying assets of the Project
Partnerships  over  or under the purchase price.  At December  31,  1997  and
March 31, 1997 these excess costs were $214,636.
(2)  In  accordance  with the Partnership's accounting policy  to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $145,653 for the period ended December 31, 1997 and cumulative  suspended
losses of $254010 for the year ended March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

SERIES 6                                      DECEMBER 31,     MARCH 31,
                                                  1997            1997
                                             --------------   ----------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $  7,462,215    $  7,462,215
                                                                           
Accumulated accretion/(amortization) of the                                
excess of the book value of the underlying                                 
assets of Project Partnerships over the                                    
purchase price (1)                                  (3,296)         (2,849)
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (2)                                (4,739,682)     (4,132,896)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                              (106,299)        (93,172)
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                      785,179         785,179
 Accumulated amortization of acquisition                                   
fees and expenses                                 (122,040)       (105,951)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships            $  3,276,077    $  3,912,526
                                               ============    ============
                                                                           

 (1) Includes amounts representing accumulated accretion or (amortization) of
the difference between the book value of the underlying assets of the Project
Partnerships  over  or under the purchase price.  At December  31,  1997  and
March 31, 1997 these excess costs were ($20,841).
(2)  In  accordance  with the Partnership's accounting policy  to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of  $138,446 for the period ended December 31, 1997 and cumulative  suspended
losses of $89,395 for the year ended March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

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

TOTAL SERIES 2 - 6                            DECEMBER 31,     MARCH 31,
                                                  1997            1997
                                             --------------   ----------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $ 26,992,597    $ 26,992,597
                                                                           
Accumulated accretion/(amortization) of the                                
excess of the book value of the underlying                                 
assets of Project Partnerships over the                                    
purchase price (1)                                  211,964         186,674
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (2)                               (22,135,420)    (20,160,889)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                              (542,523)       (470,156)
                                                                           
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                                 (475,420)       (426,244)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships            $  6,932,765    $  9,003,549
                                               ============    ============
<PAGE>
                                                                           
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
September 30 of each year:
                                                    SEPTEMBER 30,
                                                 1997          1996
SERIES 2                                         ----          ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                              $ 1,752,764     $ 1,660,264
  Investment properties, net                   21,936,092      22,743,234
  Other assets                                      8,642           1,693
                                              -----------     -----------
    Total assets                              $23,697,498     $24,405,191
                                              ===========     ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                             458,696         470,102
  Long-term debt                               23,253,785      23,298,841
                                              -----------     -----------
    Total liabilities                          23,712,481      23,768,943
                                              -----------     -----------
Partners' equity                                                         
  Limited Partner                                (87,345)         554,832
  General Partners                                 72,362          81,416
                                              -----------     -----------
    Total Partners' equity                       (14,983)         636,248
                                              -----------     -----------
    Total liabilities and partners'                                      
equity                                        $23,697,498     $24,405,191
                                              ===========     ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                       $ 1,995,370     $ 1,968,616
Expenses:                                                                
  Operating expenses                            1,117,137       1,031,540
  Interest expense                                605,728         661,270
  Depreciation and amortization                   704,687         718,588
                                              -----------     -----------
    Total expenses                              2,427,552       2,411,398
                                                                         
      Net loss                                  (432,182)       (442,782)
                                              ===========     ===========
Other partners' share of net loss                 (4,322)         (4,428)
                                                                         
Partnerships' share of net loss                 (427,860)       (438,354)
Suspended losses                                  143,620          32,376
                                              -----------     -----------
Equity in Losses of Project Partnerships      $ (284,240)     $ (405,978)
                                              ===========     ===========
                                                                         
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
September 30 of each year:
                                                   SEPTEMBER 30,
                                                1997            1996
SERIES 3                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,116,428    $ 2,049,208
  Investment properties, net                    19,160,883     20,004,029
  Other assets                                     232,910        233,196
                                               -----------    -----------
    Total assets                               $21,510,221    $22,286,433
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              541,980        523,579
  Long-term debt                                21,822,011     21,840,016
                                               -----------    -----------
    Total liabilities                           22,363,991     22,363,595
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                              (1,178,658)      (425,639)
  General Partners                                 324,888        348,477
                                               -----------    -----------
    Total Partners' equity                       (853,770)       (77,162)
                                               -----------    -----------
    Total liabilities and partners'                                      
equity                                         $21,510,221    $22,286,433
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $ 1,853,684    $ 1,871,589
Expenses:                                                                
  Operating expenses                             1,199,461      1,145,127
  Interest expense                                 458,779        446,640
  Depreciation and amortization                    691,039        683,936
                                               -----------    -----------
    Total expenses                               2,349,279      2,275,703
                                                                         
      Net loss                                   (495,595)      (404,114)
                                               ===========    ===========
Other partners' share of net loss                  (4,956)        (4,041)
                                                                         
Partnerships' share of net loss                  (490,639)      (400,073)
Suspended losses                                   321,934        177,896
                                               -----------    -----------
Equity in Losses of Project Partnerships       $ (168,705)    $ (222,177)
                                               ===========    ===========
                                                                         
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
September 30 of each year:
                                                   SEPTEMBER 30,
                                                1997            1996
SERIES 4                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,154,311    $ 2,010,040
  Investment properties, net                    25,633,123     26,528,213
  Other assets                                      20,577         21,726
                                               -----------    -----------
    Total assets                               $27,808,011    $28,559,979
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              608,600        575,577
  Long-term debt                                26,606,712     26,618,948
                                               -----------    -----------
    Total liabilities                           27,215,312     27,194,525
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                                  344,261      1,095,809
  General Partners                                 248,438        269,645
                                               -----------    -----------
    Total Partners' equity                         592,699      1,365,454
                                               -----------    -----------
    Total liabilities and partners'                                      
equity                                         $27,808,011    $28,559,979
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $ 2,365,056    $ 2,372,440
Expenses:                                                                
  Operating expenses                             1,340,745      1,341,690
  Interest expense                                 703,241        693,611
  Depreciation and amortization                    782,972        792,581
                                               -----------    -----------
    Total expenses                               2,826,958      2,827,882
                                                                         
      Net loss                                   (461,902)      (455,442)
                                               ===========    ===========
Other partners' share of net loss                  (4,619)        (4,554)
                                                                         
Partnerships' share of net loss                  (457,283)      (450,888)
Suspended losses                                   174,688         25,058
                                               -----------    -----------
Equity in Losses of Project Partnerships       $ (282,595)    $ (425,830)
                                               ===========    ===========
                                                                         
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
September 30 of each year:
                                                   SEPTEMBER 30,
                                                1997            1996
SERIES 5                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 2,844,732    $ 2,595,853
  Investment properties, net                    31,976,080     33,271,847
  Other assets                                       4,454          1,148
                                               -----------    -----------
    Total assets                               $34,825,266    $35,868,848
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              892,807        799,455
  Long-term debt                                32,895,228     32,935,732
                                               -----------    -----------
    Total liabilities                           33,788,035     33,735,187
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                                1,065,779      2,149,527
  General Partners                                (28,548)       (15,866)
                                               -----------    -----------
    Total Partners' equity                       1,037,231      2,133,661
                                               -----------    -----------
    Total liabilities and partners'                                      
equity                                         $34,825,266    $35,868,848
                                               ===========    ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $ 2,690,933    $ 2,648,282
Expenses:                                                                
  Operating expenses                             1,715,822      1,534,029
  Interest expense                                 655,325        663,006
  Depreciation and amortization                  1,031,401      1,038,886
                                               -----------    -----------
    Total expenses                               3,402,548      3,235,921
                                                                         
      Net loss                                   (711,615)      (587,639)
                                               ===========    ===========
Other partners' share of net loss                  (7,116)        (5,876)
                                                                         
Partnerships' share of net loss                  (704,499)      (581,763)
Suspended losses                                    72,294              0
                                               -----------    -----------
Equity in Losses of Project Partnerships       $ (632,205)    $ (581,763)
                                               ===========    ===========
                                                                         
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
September 30 of each year:
                                                   SEPTEMBER 30,
                                                1997            1996
SERIES 6                                        ----            ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                               $ 3,052,657    $ 2,777,491
  Investment properties, net                    36,071,857     37,340,541
  Other assets                                      14,004         21,153
                                               -----------    -----------
    Total assets                               $39,138,518    $40,139,185
                                               ===========    ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                              925,682        912,481
  Long-term debt                                35,817,153     35,835,035
                                               -----------    -----------
    Total liabilities                           36,742,835     36,747,516
                                               -----------    -----------
Partners' equity                                                         
  Limited Partner                                2,527,314      3,508,456
  General Partners                               (131,631)      (116,787)
                                               -----------    -----------
    Total Partners' equity                       2,395,683      3,391,669
                                               -----------    -----------
    Total liabilities and partners'            $39,138,518    $40,139,185
equity                                         ===========    ===========
                                                                         
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                        $ 2,978,066    $ 3,087,264
Expenses:                                                                
  Operating expenses                             1,662,399      1,619,403
  Interest expense                                 875,240        907,245
  Depreciation and amortization                  1,102,889      1,154,954
                                               -----------    -----------
    Total expenses                               3,640,528      3,681,602
                                                                         
      Net loss                                   (662,462)      (594,338)
                                               ===========    ===========
Other partners' share of net loss                  (6,625)        (5,943)
                                                                         
Partnerships' share of net loss                  (655,837)      (588,395)
Suspended losses                                    49,051         25,712
                                               -----------    -----------
Equity in Losses of Project Partnerships       $ (606,786)    $ (562,683)
                                               ===========    ===========
                                                                         
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In  accordance with the Partnership's policy of presenting  the  financial
information  of the Project Partnerships on a three month lag, below  is  the
summarized financial information for the Series' Project Partnerships  as  of
September 30 of each year:
                                                SEPTEMBER 30,
                                            1997               1996
TOTAL SERIES 2- 6                           ----               ----
SUMMARIZED BALANCE SHEETS                                                
Assets:                                                                  
  Current assets                            $ 11,920,892     $ 11,092,856
  Investment properties, net                 134,778,035      139,887,864
  Other assets                                   280,587          278,916
                                             -----------      -----------
    Total assets                            $146,979,514     $151,259,636
                                             ===========      ===========
Liabilities and Partners' Equity:                                        
  Current liabilities                          3,427,765        3,281,194
  Long-term debt                             140,394,889      140,528,572
                                             -----------      -----------
    Total liabilities                        143,822,654      143,809,766
                                             -----------      -----------
Partners' equity                                                         
  Limited Partner                              2,671,350        6,882,985
  General Partners                               485,510          566,885
                                             -----------      -----------
    Total Partners' equity                     3,156,860        7,449,870
                                             -----------      -----------
    Total liabilities and partners'                                      
equity                                      $146,979,514     $151,259,636
                                             ===========      ===========
SUMMARIZED STATEMENTS OF OPERATIONS                                      
Rental and other income                      $11,883,109      $11,948,191
Expenses:                                                                
  Operating expenses                           7,035,564        6,671,789
  Interest expense                             3,298,313        3,371,772
  Depreciation and amortization                4,312,988        4,388,945
                                             -----------      -----------
    Total expenses                            14,646,865       14,432,506
                                                                         
      Net loss                               (2,763,756)      (2,484,315)
                                             ===========      ===========
Other partners' share of net loss               (27,638)         (24,842)
                                                                         
Partnerships' share of net loss              (2,736,118)      (2,459,473)
Suspended losses                                 761,587          261,042
                                             -----------      -----------
Equity in Losses of Project                                              
Partnerships                                $(1,974,531)     $(2,198,431)
                                             ===========      ===========
<PAGE>
                                                                         
Item  7.   Management's  Discussion and Analysis of Financial  Condition  and
Results of Operations

Results of Operations, Liquidity and Capital Resources

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

  As  disclosed  on  the statement of operations for each Series,  except  as
described below, interest income is comparable for the nine and three  months
ended   December   31,  1997  and  December  31,  1996.   The   General   and
Administrative  expenses  -  General Partner and General  and  Administrative
expenses  - Other for the nine and three months ended December 31,  1997  are
comparable  for  the  same periods ended December 31, 1996.   There  were  no
unusual variations in the operating results between these two periods.

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

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

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

  Series 2 - Gateway closed this series on September 14, 1990 after receiving
$6,136,000 from 375 Assignees.  Equity in Losses of Project Partnerships  for
the  nine months ended December 31, 1997 decreased from $405,978 for the nine
months  ended  December  31, 1996 to $284,240 as a result  of  not  including
losses  of  $143,620 in 1997 as compared to $32,376 in 1996, as these  losses
would  reduce the investment in certain Project Partnerships below  zero.  In
general,  it is common in the real estate industry to experience  losses  for
financial  and  tax  reporting purposes because of the non-cash  expenses  of
depreciation  and  amortization. As a result, management  expects  that  this
Series,  as well as those described below, will report its equity in  Project
Partnerships  as  a loss for tax and financial reporting purposes.   Overall,
management  believes the Project Partnerships are operating as  expected  and
are generating tax credits which meet projections.

  At  December  31,  1997, the Series had $153,454 of short-term  investments
(Cash  and Cash Equivalents).  It also had $367,471 in Zero Coupon Treasuries
with  annual  maturities providing $47,508 in fiscal year 1999 increasing  to
$66,285  in fiscal year 2007.  Management believes the sources of  funds  are
sufficient  to  meet current and ongoing operating costs for the  foreseeable
future, and to pay part of the Asset Management Fee.

  As  disclosed on the statement of cash flows, the Series had a net loss  of
$322,837  for  the  nine  months ended December  31,  1997.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $284,240  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was $26,180, primarily due to the payment of the Asset Management
Fee  of  $33,471.   Cash  provided by investing activities  totaled  $41,073,
consisting of $9,008 in cash distributions from the Project Partnerships  and
$32,065 from matured Zero Coupon Treasuries. There were no unusual events  or
trends to describe.

  Series  3 - Gateway closed this series on December 13, 1990 after receiving
$5,456,000 from 398 Assignees.  Equity in Losses of Project Partnerships  for
the  nine months ended December 31, 1997 decreased from $222,177 for the nine
months  ended  December  31, 1996 to $168,705 as a result  of  not  including
losses  of $321,934 in 1997 as compared to $177,896 in 1996, as these  losses
would reduce the investment in certain Project Partnerships below zero.

At December 31, 1997, the Series had $122,681 of short-term investments (Cash
and  Cash Equivalents).  It also had $326,857 in Zero Coupon Treasuries  with
annual maturities providing $42,244 in fiscal year 1999 increasing to $58,940
in fiscal year 2007.  Management believes the sources of funds are sufficient
to  meet current and ongoing operating costs for the foreseeable future,  and
to pay part of the Asset Management Fee.

  As  disclosed on the statement of cash flows, the Series had a net loss  of
$206,849  for  the  nine  months ended December  31,  1997.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $168,705  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was $39,115, primarily due to the Payment of the Asset Management
Fee  of  $41,266.   Cash  provided by investing activities  totaled  $51,871,
consisting of $23,350 in cash distributions from the Project Partnerships and
$28,521 from matured Zero Coupon Treasuries. There were no unusual events  or
trends to describe.

  Series  4  -  Gateway  closed this series on May 31, 1991  after  receiving
$6,915,000 from 465 Assignees.  Equity in Losses of Project Partnerships  for
the  nine months ended December 31, 1997 decreased from $425,830 for the nine
months  ended  December  31, 1996 to $282,595 as a result  of  not  including
losses  of  $174,688 in 1997 as compared to $25,058 in 1996, as these  losses
would reduce the investment in certain Project Partnerships below zero.

  At  December  31,  1997, the Series had $192,330 of short-term  investments
(Cash  and Cash Equivalents).  It also had $414,095 in Zero Coupon Treasuries
with  annual  maturities providing $53,539 in fiscal year 1999 increasing  to
$74,700  in fiscal year 2007.  Management believes the sources of  funds  are
sufficient  to  meet current and ongoing operating costs for the  foreseeable
future, and to pay part of the Asset Management Fee.

  As  disclosed on the statement of cash flows, the Series had a net loss  of
$327,611  for  the  nine  months ended December  31,  1997.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $282,595  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was $39,288, primarily due to the payment of the Asset Management
Fee  of  $43,594.   Cash  provided by investing activities  totaled  $48,845,
consisting of $12,712 in cash distributions from the Project Partnerships and
$36,133 from matured Zero Coupon Treasuries. There were no unusual events  or
trends to describe.

  Series  5  - Gateway closed this series on October 11, 1991 after receiving
$8,616,000 from 535 Assignees.  Equity in Losses of Project Partnerships  for
the  nine months ended December 31, 1997 increased from $581,763 for the nine
months ended December 31, 1996 to $632,205.

  At  December  31,  1997, the Series had $265,740 of short-term  investments
(Cash  and Cash Equivalents).  It also had $516,116 in Zero Coupon Treasuries
with  annual  maturities providing $66,709 in fiscal year 1999 increasing  to
$93,075  in fiscal year 2007.  Management believes the sources of  funds  are
sufficient  to  meet current and ongoing operating costs for the  foreseeable
future, and to pay part of the Asset Management Fee.

  As  disclosed on the statement of cash flows, the Series had a net loss  of
$696,850  for  the  nine  months ended December  31,  1997.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $632,205  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was $52,471, primarily due to the payment of the Asset Management
Fee  of  $58,980.   Cash  provided by investing activities  totaled  $59,205,
consisting of $14,170 in cash distributions from the Project Partnerships and
$45,035 from matured Zero Coupon Treasuries. There were no unusual events  or
trends to describe.


  Series  6  -  Gateway closed this series on March 11, 1992 after  receiving
$10,105,000  from  625  Assignees.  Equity in Losses of Project  Partnerships
were comparable for the nine months ended December 31, 1997 and December  31,
1996.

  At  December  31,  1997, the Series had $341,744 of short-term  investments
(Cash  and Cash Equivalents).  It also had $462,310 in Zero Coupon Treasuries
with  annual  maturities providing $48,000 in fiscal year 1999 increasing  to
$83,000  in fiscal year 2007.  Management believes the sources of  funds  are
sufficient  to  meet current and ongoing operating costs for the  foreseeable
future, and to pay part of the Asset Management Fee.

  As  disclosed on the statement of cash flows, the Series had a net loss  of
$691,109  for  the  nine  months ended December  31,  1997.   However,  after
adjusting  for Equity in Losses of Project Partnerships of $606,786  and  the
changes  in  operating  assets and liabilities, net cash  used  in  operating
activities  was $68,119, primarily due to the payment of the Asset Management
Fee  of  $58,089.   Cash  provided by investing activities  totaled  $13,127,
consisting  of cash distributions from the Project Partnerships.  There  were
no unusual events or trends to describe.

<PAGE>
                           SIGNATURES


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


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






Date:  February 11, 1998   By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date:  February 11, 1998   By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer

<PAGE>