UNITED STATES
	                                          SECURITIES AND EXCHANGE COMMISSION
	                                                WASHINGTON, DC 20549SECOND AMENDED FORM 10-K/A-2
	                                                  (Amendment No. 2)
	     [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	                                        For the fiscal year ended March
	31, 2007                                                           OR
	     [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15[d] OF THE
	SECURITIES EXCHANGE ACT OF 1934
	                                For the transition period from
	_________ to _________                                            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            (IRS Employer No.)
	                               incorporation or organization)
	                              880 Carillon Parkway,    St.
	Petersburg,    Florida     33716                              (Address of principal executive
	offices)               (Zip Code)
	            Registrant's Telephone Number, Including Area Code:(727)567-1000            Securities registered pursuant to Section 12(b) of the Act:
	   None
	            Securities registered pursuant to Section 12(g) of the Act:
	            Title of Each Class:   Beneficial Assignee Certificates
	                                                                    Number
	of Units
	                   Title of Each Class                               March
	31, 2007                 Beneficial Assignee
	Certificates                        2,533
	                 General Partner
	Interest                                    2
	Indicate by check mark if the registrant is a well-known seasoned issuer, as
	defined in Rule 405 of the Securities Act.
	YES [ ]  NO [X]
	Indicate by check mark if the registrant is not required to file reports
	pursuant to Section 13 or Section 15(d) of the Act.
	YES [ ] NO [X]
	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 [ ]Indicate by check mark if disclosure of delinquent
	filers pursuant to item 405 of Regulation S-K (Sec. 229.405 of this chapter)
	
	is not contained herein, and will not be contained to the best of
	registrant's knowledge, in definitive proxy or information 
	statements incorporated by reference in Part III of this Form 10-K or any amendment to
	this Form 10-K.  [X]


---

Indicate by check mark whether the
	registrant is a large accelerated filer, an accelerated filer, or a
	non-accelerated filer.
	See definition of
	"accelerated filer and large accelerated filer" in Rule 12b-2 of the
	Exchange Act.  Check one):
	Large accelerated filer [ ]  Accelerated filer [ ]  Non-accelerated
	filer  [X]
	Indicate by check mark whether the registrant is a shell company (as defined
	in Rule 12b-2 of the Exchange Act).  Yes  [ ]  No  [X]
	State the aggregate market value of the voting and non-voting common equity
	held by non-affiliates computed by reference to the price 
	at which the
	common equity was last sold, or the average bid and asked price of such
	common equity, as of the last business day of the 
	registrants most recently
	completed second fiscal quarter.
	There is no market for the Registrants Limited Partnership interests.DOCUMENTS INCORPORATED BY REFERENCEParts I, II, III and IV - Form S-11 Registration
	Statement
	and all amendments and supplements thereto.
	File No. 33-31821


---



EXPLANATORY NOTE
	
	This Second Amended Annual Report on Form 10-K/A-2 corrects the following
	disclosures that Gateway had reported on its original filing and subsequent
	filed First Amended Annual Report for the year ended March 31, 2007.Item 9A. Controls and Procedures  The Company corrected
	Item 9A disclosure by reflecting that the evaluation referred to therein
	occurred as of the end of the period covered by the report.Consolidated Statements of Cash Flows The Company eliminated
	the "expenses related to sale of project partnerships" line item from the
	financing activities section of the Consolidated Statement of Cash Flows and
	included those expenses as an offsetting component of the "proceeds from
	sale of project partnerships" line item in the investing activities section.
	The newly revised line item is titled "net proceeds from sale of project
	partnerships." Gateway corrected the following items in the statement of
	cash flows of Series 3, Series 4, Series 6, and Total Series 2-6 for the
	years ended March 31, 2007 and 2006: As AmendedAs
	Originally Filed Series 3 - March 31, 2007Cash Flows from Investing Activities:
	    Net Proceeds from Sale of Project Partnerships        
	412,964           415,512 
	       Net Cash Provided by Investing Activities          
	367,344           369,892 
	Cash Flows from Financing Activities:
	    Expenses Related to Sale of Project Partnerships            
	-            (2,548)
	        Net Cash Used in Financing Activities             
	(99,572)         (102,120) Series 4 - March 31, 2007Cash Flows from Investing Activities:
	    Net Proceeds from Sale of Project Partnerships         
	62,440           
	64,000 
	       Net Cash Used in Investing Activities              
	(17,996)          (16,436)
	Cash Flows from Financing Activities:
	    Expenses Related to Sale of Project Partnerships            
	-            (1,560)
	       Net Cash Used in Financing Activities                    
	-            (1,560) Series 6 - March 31, 2006Cash Flows from Investing Activities:
	    Net Proceeds from Sale of Project Partnerships        
	224,074           225,574 
	       Net Cash Provided by Investing Activities          
	330,349           331,849 
	Cash Flows from Financing Activities:
	    Expenses Related to Sale of Project Partnerships            
	-            (1,500)
	        Net Cash Used in Financing Activities            
	(224,028)         (225,528) Total Series 2-6 - March 31, 2007Cash Flows from Investing Activities:
	    Net Proceeds from Sale of Project Partnerships       
	475,404           479,512 
	       Net Cash Provided by Investing Activities         
	178,031           182,139 
	Cash Flows from Financing Activities:
	    Expenses Related to Sale of Project Partnerships           
	-            (4,108)
	       Net Cash Used in Financing Activities             
	(99,572)         (103,680) Total Series 2-6 - March 31, 2006 Cash Flows
	from Investing Activities:
	    Net Proceeds from Sale of Project Partnerships        
	224,074           225,574 
	       Net Cash Provided by Investing Activities          
	686,843           688,343 
	Cash Flows from Financing Activities:
	    Expenses Related to Sale of Project Partnerships            
	-            (1,500)
	       Net Cash Used in Financing Activities             
	(224,028)         (225,528)
	Item 7, Management's discussion and analysis of financial condition and
	results of operations has been updated to conform with the corrections in
	cash flows from investing activities and cash flows from financing
	activities disclosures.Exhibit 31.1 and 31.2- The Company amended
	the certification in Exhibit 31.1 and 31.2 to correct the form of
	certifications.
	Except as described above, no other changes have been made to the first
	amended Form 10-K/A, and this Form 10-K/A-2 does not amend, update, or
	change the financial statements or any other items or disclosures in the
	first amended Form 10-K/A. Except for the changes stated above, this Form
	10-K/A-2 does not reflect events occurring after the filing of the Form 10-K
	or Form 10-K/A-1 or modify or update those disclosures, including any
	exhibits to the Form 10-K or Form 10/K-1 affected by subsequent events.
	Accordingly, this Form 10-K/A-2 should be read in conjunction with our
	filings made with the Securities and Exchange Commission subsequent to the
	filing of the original Form 10-K, including any amendments to those filings.


---

PART I Item 1.  Business   Gateway Tax Credit Fund II Ltd. ("Gateway") is a Florida Limited
	Partnership.  The general partners are Raymond James Tax Credit Funds,
	Inc., the Managing General Partner, and Raymond James Partners, Inc.,
	(collectively the "General Partners") both sponsors of Gateway Tax Credit
	Fund II Ltd. and wholly-owned subsidiaries of Raymond James Financial, Inc.
	   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
	Gateway and will not engage in any other business.
	   Gateway is engaged in only one industry segment, to acquire limited
	partnership interests in unaffiliated limited partnerships ("Project
	Partnerships"), each of which owns and operates one or more apartment
	complexes eligible for Low-Income Housing Tax Credits under Section 42 of
	the Internal Revenue Code ("Tax Credits"), received over a ten year period. 
	Subject to certain limitations, Tax Credits may be used by Gateway's
	investors to reduce their income tax liability generated from other income
	sources.  Gateway will terminate on December 31, 2040, or sooner, in
	accordance with the terms of its Limited Partnership Agreement.  As of
	March 31, 2007, Gateway had received capital contributions of $1,000 from
	the General Partners and $37,228,000 from Assignees.
	   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, 2007. 
	Each series is treated as a separate partnership, investing in a separate
	and distinct pool of Project Partnerships.  Net proceeds from each
	series were 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 property will be
	allocated as described in the Limited Partnership Agreement.
	   Gateway initially held investments in 148 Project Partnerships.  As
	more fully discussed in Item 7 herein, Gateway is presently in the process
	of disposing of its interests in Project Partnerships which have reached the
	end of their fifteen year tax credit compliance period.  As of March
	31, 2007, Gateway held investments in 136 Project Partnerships, 12 Project
	Partnerships have been sold as of March 31, 2007.  As described in Note
	8 herein, one additional Project Partnership has been sold subsequent to the
	fiscal year-end of March 31, 2007.  Project Partnership investments by
	Series as of March 31, 2007 are as follows:  22 Project Partnerships
	for Series 2, 17 Project Partnerships for Series 3, 25 Project Partnerships
	for Series 4, 35 Project Partnerships for Series 5 and 37 Project
	Partnerships for Series 6.  Gateway acquired its interests in these
	properties by becoming a limited partner in the Project Partnerships that
	own the properties.  As of March 31, 2007, the capital received for
	each series was fully invested in Project Partnerships and management plans
	no new investments in the future.
	   The primary source of funds from the inception of each series has been
	the capital contributions from Assignees.  Gateway's operating costs
	are funded using the reserves established for this purpose, the interest
	earned on these reserves and distributions received from Project
	Partnerships.
	   All but two of the Project Partnerships are government subsidized with
	mortgage loans from the Farmers Home Administration (now called United
	States Department of Agriculture - Rural Development) ("USDA-RD") under
	Section 515 of the Housing Act of 1949.  These mortgage loans are made
	at low interest rates for multi-family housing in rural and suburban areas,
	with the requirement that the interest savings be passed on to low income
	tenants in the form of lower rents.  A significant portion of the
	project partnerships also receive rental assistance from USDA-RD to
	subsidize certain qualifying tenants.
	   The General Partners do not believe the Project Partnerships are subject
	to the risks generally associated with conventionally financed nonsubsidized
	apartment properties.  Risks related to the operations of Gateway are
	described in detail on pages 23 through 34 of the Prospectus, as
	supplemented, contained in the Registration Statement, File No. 33-31821
	("Prospectus") under the Caption "Risk Factors" which is incorporated herein
	by reference.  The investment objectives of Gateway are to:
	   1)  Provide tax benefits to Assignees in the form of Tax Credits during
	the period in which
	       each Project is eligible to claim tax credits;
	   2)  Preserve and protect the capital contribution of Investors;
	   3)  Participate in any capital appreciation in the value of the Projects;
	and
	   4)  Provide passive losses to i) individual investors to offset passive
	income from other
	       passive activities, and ii) corporate investors to offset business
	income.


---

The investment objectives and policies of Gateway are described in detail
	on pages 34 through 40 of the Prospectus, under the caption "Investment
	Objectives and Policies" which is incorporated herein by reference.
	   Gateway's goal is to invest in a diversified portfolio of Project
	Partnerships located in rural and suburban locations with a high demand for
	low income housing.  As of March 31, 2007 the investor capital
	contributions were successfully invested in Project Partnerships, which met
	the investment criteria. The Tax Credits have been delivered to Gateway and
	the fifteen year tax credit compliance period is now over for 129 of the 148
	Project Partnership investments originally made.  Gateway is now
	disposing of its remaining interests in Project Partnerships as they reach
	the end of their 15 year Tax Credit compliance period.
	Gateway's objective is to sell Gateway's interest in such
	properties for fair market value and ultimately, to liquidate the Project
	Partnerships and in turn ultimately liquidate Gateway.
	   Gateway has no direct employees.  Services are performed by the
	Managing General Partner and its affiliates and by agents retained by it. 
	The Managing General Partner has full and exclusive discretion in management
	and control of Gateway.Exit Strategy
	   The IRS compliance period for low-income housing tax credit properties is
	generally 15 years from occupancy following construction or rehabilitation
	completion.
	   Of the original 148 Project Partnership investments, 129 have reached the
	end of their Tax Credit compliance period as of December 31, 2006 and those
	Project Partnerships that have yet to reach the end of their Tax Credit
	compliance period will do so no later than December 31, 2008.  As of
	March 31, 2007, twelve of the Project Partnership investments have been sold
	and, in accordance with the Gateway partnership agreement, the entire net
	proceeds received from these sales are payable to the Assignee Limited
	Partners of those series of Gateway.  On a cumulative basis as of March
	31, 2007, $99,600 representing $18.25 per Assignee Limited Partner unit in
	Series 3, $157,126 representing $18.23 per Assignee Limited Partner unit in
	Series 5 and $224,074 representing $22.17 per Assignee Limited Partner unit
	in Series 6 have been distributed to the Assignee Limited Partners of the
	respective series. An additional $357,095 representing $65.45 per Assignee
	Limited Partner unit in Series 3 and $146,944 representing $21.25 per
	Assignee Limited Partner unit in Series 4 have been distributed in May,
	2007.
	Item 1A.  Risk FactorsGateway, as a limited partner in the Project
	Partnerships, is subject to risks inherent in the ownership of property
	which are beyond its control, such as fluctuations in occupancy rates and
	operating expenses, variations in rental schedules, proper maintenance and
	continued eligibility of Tax Credits.  If the cost of operating a
	property exceeds the rental income earned thereon, Gateway may deem it in
	its best interest to voluntarily provide funds in order to protect its
	investment.  No such contributions have been made during fiscal year
	2007.
	   Investors eventually may be allocated profits for tax purposes which
	exceed any cash Gateway distributes to them.  Under these
	circumstances, unless an investor has passive losses or credits to reduce
	such tax liability, the investor will have to pay federal income tax without
	a corresponding cash distribution from Gateway.  Similarly, in the
	event of a sale or foreclosure of an apartment complex, an investor may be
	allocated taxable income, resulting in tax liability, in excess of any cash
	distributed to the investor as a result of such event.
	   There is no assurance that investors will receive any cash distributions
	from the sale or refinancing of a Project Partnership.  The price at
	which a Project Partnership is sold may not be large enough to pay the
	mortgage and other expenses which must be paid at such time.
	Item 1B.  Unresolved Staff Comments   None.




Item 2.  Properties:   Gateway owns a majority interest in properties through its limited
	partnership investments in Project Partnerships.  The largest single
	net investment as of March 31, 2007 in a Project Partnership for each
	respective Series is:  Series 2, 3 and 4 is 0% of both the series and
	Gateway's total assets as there are no Investment in Project Partnership
	balances in any of those series, Series 5 is 19.5% of the Series' total
	assets and 3.3% of Gateway's total assets, and Series 6 is 18.2% of the
	Series' total assets and 5.2% of Gateway's total assets. The following table
	provides certain summary information regarding the Project Partnerships in
	which Gateway had an interest as of December 31, 2006: SERIES 2
			PARTNERSHIP
			-----------
			LOCATION OF
			PROPERTY
			-----------
			# OF
			UNIT
			-----
			DATE  
			ACQUIRED
			--------
			PROPERTY
			COST  
			-----------
			OCCUPANCY
			RATE
			-----Claxton Elderly
			Deerfield II
			Hartwell Family
			Cherrytree Apts.
			Springwood Apts.
			Lakeshore Apts.
			Lewiston
			Charleston
			Sallisaw II
			Pocola
			Inverness Club
			Pearson Elderly
			Richland Elderly
			Lake
			Park
			Woodland Terrace
			Mt.
			Vernon Elderly
			Lakeland Elderly
			Prairie Apartments
			Sylacauga Heritage
			Manchester Housing
			Durango C.W.W.
			Columbus Seniors
			Claxton, GA
			Douglas, GA
			Hartwell, GA
			Albion, PA
			Westfield, NY
			Tuskegee, AL
			Lewiston, NY
			Charleston, AR
			Sallisaw, OK
			Pocola, OK
			Inverness, FL
			Pearson, GA
			Richland, GA
			Lake
			Park, GA
			Waynesboro, GA
			Mt.
			Vernon, GA
			Lakeland, GA
			Eagle
			Butte, SD
			Sylacauga, AL
			Manchester, GA
			Durango, CO
			Columbus, KS
			24
			24
			24
			33
			32
			34
			25
			32
			47
			36
			72
			25
			34
			48
			30
			21
			29
			21
			44
			49
			24
			16
			----
			724
			9/90
			9/90
			9/90
			9/90
			9/90
			9/90
			10/90
			9/90
			9/90
			10/90
			9/90
			9/90
			9/90
			9/90
			9/90
			9/90
			9/90
			10/90
			12/90
			1/91
			1/91
			5/92
			808,632
			854,562
			859,698
			1,466,107
			1,568,513
			1,304,457
			1,233,935
			1,076,098
			1,517,589
			1,245,870
			3,496,824
			781,460
			1,057,871
			1,794,542
			1,082,192
			700,935
			955,814
			1,401,416
			1,782,517
			1,781,614
			1,377,518
			542,054
			-----------
			$28,690,218
			100%
			38%
			88%
			97%
			88%
			85%
			96%
			94%
			100%
			89%
			94%
			100%
			97%
			85%
			97%
			100%
			97%
			95%
			98%
			98%
			96%
			100%====
			
			===========The aggregate average effective
			rental income per unit for the year-ended December 31, 2006 is
			$4,125 per year ($344 per month)SERIES 3
			PARTNERSHIP
			-----------
			LOCATION OF
			PROPERTY
			-----------
			# OF
			UNIT
			----
			DATE
			ACQUIRED
			--------
			PROPERTY
			COST
			----------
			OCCUPANCY
			RATE
			-----Poteau
			II
			Sallisaw
			Nowata
			Properties
			Waldron Properties
			Roland
			II
			Stilwell
			Hornellsville
			Sunchase II
			CE
			McKinley II
			Weston
			Apartments
			Countrywood Apts.
			Wildwood Apts.
			Hancock
			Hopkins
			Elkhart Apts.
			Heritage Villas
			Logansport Seniors
			Poteau, OK
			Sallisaw, OK
			Oolagah, OK
			Waldron, AR
			Roland, OK
			Stilwell, OK
			Arkport, NY
			Watertown, SD
			Rising
			Sun, MD
			Weston, AL
			Centreville, AL
			Pineville, LA
			Hawesville, KY
			Madisonville, KY
			Elkhart, TX
			Helena, GA
			Logansport, LA
			52
			52
			32
			24
			52
			48
			24
			41
			16
			10
			40
			28
			12
			24
			54
			25
			32
			----
			566
			8/90
			8/90
			8/90
			9/90
			10/90
			10/90
			9/90
			9/90
			9/90
			11/90
			11/90
			11/90
			12/90
			12/90
			1/91
			3/91
			3/91
			1,789,148
			1,744,103
			1,148,484
			860,273
			1,804,010
			1,597,701
			1,170,316
			1,480,119
			848,662
			347,577
			1,621,545
			1,106,688
			440,425
			927,256
			1,690,509
			824,759
			1,384,751
			----------
			$20,786,326
			89%
			96%
			69%
			96%
			83%
			98%
			88%
			100%
			100%
			100%
			98%
			96%
			100%
			100%
			87%
			96%
			94%====
			
			=========== The average effective rental income per unit for the year-ended December 31,
	2006 is $3,876 per year ($323 per month).


---

Item 2.  Properties (continued):
	SERIES 4 PARTNERSHIP
			-----------
			LOCATION OF
			PROPERTY
			-----------
			# OF
			UNIT
			----
			DATE  
			ACQUIRED
			--------
			PROPERTY
			COST  
			--------
			OCCU-
			PANCY
			RATE
			------Seneca
			Apartments
			Eudora
			Senior
			Westville
			Wellsville Senior
			Stilwell II
			Spring
			Hill Sr.
			Tarpon
			Heights
			Oaks
			Apartments
			Wynnwood Common
			Chestnut Apts.
			St.
			George
			Williston
			Brackettville Sr.
			Sonora
			Seniors
			Ozona
			Seniors
			Fredericksburg Sr.
			St.
			Joseph
			Courtyard
			Rural
			Development
			Jasper
			Villas
			Jonesville Manor
			Norton
			Green
			Timpson Seniors
			Piedmont
			S.F. Arkansas City
			Seneca, MO
			Eudora, KS
			Westville, OK
			Wellsville, KS
			Stilwell, OK
			Spring
			Hill, KS
			Galliano, LA
			Oakdale, LA
			Fairchance, PA
			Howard, SD
			St.
			George, SC
			Williston, SC
			Brackettville, TX
			Sonora, TX
			Ozona,
			TX
			Fredericksburg, TX
			St.
			Joseph, IL
			Huron,
			SD
			Ashland, ME
			Jasper, AR
			Jonesville, VA
			Norton, VA
			Timpson, TX
			Barnesville, GA
			Arkansas City, KS
			24
			36
			36
			24
			52
			24
			48
			32
			34
			24
			24
			24
			32
			32
			24
			48
			24
			21
			25
			25
			40
			40
			28
			36
			12
			----
			769
			2/91
			3/91
			3/91
			3/91
			3/91
			3/91
			4/91
			4/91
			4/91
			5/91
			6/91
			6/91
			6/91
			6/91
			6/91
			6/91
			6/91
			6/91
			6/91
			6/91
			6/91
			6/91
			8/91
			8/91
			8/91
			821,129
			1,290,143
			1,101,686
			810,970
			1,657,974
			1,036,369
			2,263,014
			1,532,159
			1,725,462
			1,079,682
			939,018
			990,026
			1,042,263
			1,047,032
			802,089
			1,444,252
			976,883
			886,309
			1,429,003
			1,122,986
			1,784,429
			1,828,850
			815,916
			1,289,047
			412,028
			----------
			$30,128,719
			100%
			92%
			97%
			88%
			92%
			100%
			94%
			97%
			100%
			33%
			96%
			100%
			97%
			97%
			92%
			98%
			100%
			100%
			100%
			96%
			98%
			100%
			86%
			97%
			92%====
			
			========== The average effective rental income per
	unit for the year-ended December 31, 2006 is $4,023 per year ($335 per
	month).   SERIES 5
			PARTNERSHIP
			-----------
			LOCATION OF
			PROPERTY
			-----------
			# OF
			UNIT
			----
			DATEE
			ACQUIREDD
			--------
			PROPERTY
			COST
			--------
			OCCUPANCY
			RATE
			-----Seymour
			Effingham
			S.F.
			Winfield
			S.F.Medicine Lodge
			S.F.
			Ottawa
			S.F.
			Concordia
			Carrollton Club
			Scarlett Oaks
			Brooks
			Hill
			Greensboro
			Greensboro II
			Pine
			Terrace
			Shellman
			Blackshear
			Crisp
			Properties
			Crawford
			Yorkshire
			Woodcrest
			Fox
			Ridge
			Redmont II
			Clayton
			Alma
			Pemberton Village
			Magic
			Circle
			Spring
			Hill
			Menard
			Retirement
			Wallis
			Housing
			Zapata
			Housing
			Mill
			Creek
			Portland II
			Georgetown
			Cloverdale
			So.
			Timber Ridge
			Pineville
			Ravenwood
			Seymour, IN
			Effingham, IL
			Winfield, KS
			Medicine Lodge,KS
			Ottawa, KS
			Concordia, KS
			Carrollton, GA
			Lexington, SC
			Ellijay, GA
			Greensboro, GA
			Greensboro, GA
			Wrightsville, GA
			Shellman, GA
			Cordele, GA
			Cordele, GA
			Crawford, GA
			Wagoner, OK
			South
			Boston, VA
			Russellville, AL
			Red
			Bay, AL
			Clayton, OK
			Alma,
			AR
			Hiawatha, KS
			Eureka, KS
			Spring
			Hill, KS
			Menard, TX
			Wallis, TX
			Zapata, TX
			Grove,
			OK
			Portland, IN
			Georgetown, OH
			Cloverdale, IN
			Chandler, TX
			Pineville, MO
			Americus, GA
			37
			24
			12
			16
			24
			20
			78
			40
			44
			24
			32
			24
			27
			46
			31
			25
			60
			40
			24
			24
			24
			24
			24
			24
			36
			24
			24
			40
			60
			20
			24
			24
			44
			12
			24
			-----
			1,080
			8/91
			8/91
			8/91
			8/91
			8/91
			8/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			9/91
			11/91
			11/91
			11/91
			1/92
			1/92
			5/92
			1/94
			1,517,702
			980,617
			402,402
			572,924
			732,342
			695,908
			3,217,901
			1,691,514
			1,760,233
			866,259
			1,088,664
			886,334
			901,648
			1,602,433
			1,128,784
			907,712
			2,657,927
			1,632,414
			889,941
			840,596
			871,530
			957,710
			776,725
			823,643
			1,449,378
			759,136
			578,333
			1,243,118
			1,741,669
			817,378
			996,605
			1,018,712
			1,347,586
			433,980
			900,996
			-----------
			$39,690,754
			87%
			100%
			83%
			56%
			92%
			95%
			97%
			100%
			100%
			92%
			100%
			88%
			96%
			100%
			90%
			96%
			85%
			100%
			92%
			96%
			96%
			100%
			83%
			75%
			100%
			100%
			92%
			100%
			100%
			80%
			96%
			100%
			98%
			83%
			96%=====
			
			============ The average effective rental income per
	unit for the year-ended December 31, 2006 is $4,025 per year ($335 per
	month).


---

Item 2.  Properties (continued):
	SERIES 6 PARTNERSHIP
			-----------
			LOCATION OF
			PROPERTY
			-----------
			# OF
			UNIT
			-----
			DATE
			ACQUIRED
			--------
			PROPERTY
			COST
			--------
			OCCUPANCY
			RATE
			-----Spruce
			Shannon
			Carthage
			Coal
			City
			Blacksburg Terrace
			Frazer
			Place
			Ehrhardt
			Sinton
			Frankston
			Flagler Beach
			Oak
			Ridge
			Monett
			Arma
			Southwest City
			Meadowcrest
			Parsons
			Newport Village
			Goodwater Falls
			Northfield Station
			Pleasant Hill
			Winter
			Park
			Cornell
			Heritage Drive So.
			Brodhead
			Mt.
			Village
			Hazlehurst
			Sunrise
			Stony
			Creek
			Logan
			Place
			Haines
			Maple
			Wood
			Summerhill
			Dorchester
			Lancaster
			Autumn
			Village
			Hardy
			Dawson
			Pierre, SD
			O'Neill, NE
			Carthage, MO
			Coal
			City, IL
			Blacksburg, SC
			Smyrna, DE
			Ehrhardt, SC
			Sinton, TX
			Frankston, TX
			Flagler Beach, FL
			Williamsburg, KY
			Monett, MO
			Arma,
			KS
			Southwest City, MO
			Luverne, AL
			Parsons, KS
			Newport, TN
			Jenkins, KY
			Corbin, KY
			Somerset, KY
			Mitchell, SD
			Watertown, SD
			Jacksonville, TX
			Brodhead, KY
			Mt.
			Vernon, KY
			Hazlehurst, MS
			Yankton, SD
			Hooversville, PA
			Logan,
			OH
			Haines, AK
			Barbourville, KY
			Gassville, AR
			St.
			George, SC
			Mountain View, AR
			Harrison, AR
			Hardy,
			AR
			Dawson, GA
			24
			16
			24
			24
			32
			30
			16
			32
			24
			43
			24
			32
			28
			12
			32
			48
			40
			36
			24
			24
			24
			24
			40
			24
			24
			32
			33
			32
			40
			32
			24
			28
			12
			33
			16
			25
			40
			-----
			1,048
			11/91
			11/91
			1/92
			3/92
			4/92
			4/92
			4/92
			4/92
			4/92
			5/92
			5/92
			5/92
			5/92
			5/92
			6/92
			7/92
			7/92
			7/92
			7/92
			7/92
			7/92
			7/92
			1/92
			7/92
			7/92
			8/92
			8/92
			8/92
			9/92
			8/92
			8/92
			9/92
			9/92
			9/92
			7/92
			7/92
			11/93
			1,181,526
			704,794
			775,095
			1,328,623
			1,378,516
			1,676,842
			709,881
			1,053,059
			676,931
			1,718,676
			1,045,646
			1,034,586
			908,494
			436,882
			1,238,475
			1,532,968
			1,678,210
			1,414,978
			1,022,561
			961,926
			1,331,731
			1,167,799
			1,235,098
			982,688
			959,509
			1,190,156
			1,499,593
			1,656,135
			1,526,912
			3,107,763
			1,039,790
			1,319,786
			561,008
			1,387,035
			616,082
			931,989
			1,474,973
			-----------
			$44,466,716
			67%
			88%
			92%
			100%
			100%
			100%
			88%
			97%
			92%
			100%
			92%
			97%
			100%
			83%
			97%
			98%
			100%
			100%
			96%
			96%
			92%
			92%
			95%
			96%
			96%
			100%
			100%
			88%
			93%
			84%
			100%
			93%
			100%
			100%
			88%
			96%
			98%=====
			
			=========== The average effective rental income per unit for the year-ended December 31,
	2006 is $4,409 per year ($367 per month).


---

Item 2.  Properties (continued):
	A summary of the book value of the fixed assets of the properties at
	December 31, 2006, 2005 and 2004 is as follows: 12/31/06 SERIES 2
			SERIES 3
			SERIES 4Land
			Land Improvements
			Buildings
			Furniture and Fixtures
			Construction in Progress
			Properties, at Cost
			Less: Accum.Depreciation
			Properties, Net
			$  1,012,180
			176,254
			26,493,385
			1,008,399
			0
			-----------
			28,690,218
			14,509,817
			-----------
			$ 14,180,401
			$    684,171
			60,548
			18,752,377
			1,289,230
			0
			-----------
			20,786,326
			12,941,903
			-----------
			$  7,844,423
			$  1,022,612
			189,887
			27,284,781
			1,631,439
			0
			-----------
			30,128,719
			14,557,123
			-----------
			$ 15,571,596============
			============
			============  SERIES 5
			SERIES 6
			TOTALLand
			Land Improvements
			Buildings
			Furniture and Fixtures
			Construction in Progress
			Properties, at Cost
			Less: Accum.Depreciation
			Properties, Net
			$  1,451,551
			160,551
			36,218,888
			1,859,764
			0
			-----------
			39,690,754
			19,192,129
			-----------
			$ 20,498,625
			$  1,709,391
			569,385
			39,614,448
			2,573,492
			0
			-----------
			44,466,716
			19,596,977
			-----------
			$ 24,869,739
			$  5,879,905
			1,156,625
			148,363,879
			8,362,324
			0
			-----------
			163,762,733
			80,797,949
			-----------
			$ 82,964,784============
			============
			============  12/31/05 SERIES 2
			SERIES 3
			SERIES 4Land
			Land Improvements
			Buildings
			Furniture and Fixtures
			Construction in Progress
			Properties, at Cost
			Less: Accum.Depreciation
			Properties, Net
			$  1,012,180
			153,721
			26,439,200
			975,046
			38,604
			-----------
			28,618,751
			13,623,386
			-----------
			$ 14,995,365
			$    985,546
			131,281
			25,661,272
			1,593,479
			0
			-----------
			28,371,578
			16,335,525
			-----------
			$ 12,036,053
			$  1,188,112
			222,427
			31,384,891
			1,814,832
			0
			-----------
			34,610,262
			15,441,345
			-----------
			$ 19,168,917===========
			===========
			===========  SERIES 5
			SERIES 6
			TOTALLand
			Land Improvements
			Buildings
			Furniture and Fixtures
			Construction in Progress
			Properties, at Cost
			Less: Accum.Depreciation
			Properties, Net
			$  1,451,551
			159,501
			36,202,243
			1,814,555
			0
			-----------
			39,627,850
			17,923,547
			-----------
			$ 21,704,303
			$  1,709,391
			556,191
			39,024,120
			2,414,255
			0
			-----------
			43,703,957
			18,360,632
			-----------
			$ 25,343,325
			$  6,346,780
			1,223,121
			158,711,726
			8,612,167
			38,604
			-----------
			174,932,398
			81,684,435
			-----------
			$ 93,247,963===========
			===========
			============  12/31/04 SERIES 2
			SERIES 3
			SERIES 4Land
			Land Improvements
			Buildings
			Furniture and Fixtures
			Construction in Progress
			Properties, at Cost
			Less: Accum.Depreciation
			Properties, Net
			$  1,012,180
			136,496
			26,404,542
			936,014
			38,604
			-----------
			28,527,836
			12,747,926
			-----------
			$ 15,779,910
			$    985,546
			123,414
			25,586,168
			1,556,321
			0
			-----------
			28,251,449
			15,378,450
			-----------
			$ 12,872,999
			$  1,188,112
			222,427
			31,289,900
			1,758,655
			0
			-----------
			34,459,094
			14,409,096
			-----------
			$ 20,049,998===========
			===========
			===========  SERIES 5
			SERIES 6
			TOTALLand
			Land Improvements
			Buildings
			Furniture and Fixtures
			Construction in Progress
			Properties, at Cost
			Less: Accum.Depreciation
			Properties, Net
			$  1,451,551
			159,501
			36,164,853
			1,771,643
			0
			-----------
			39,547,548
			16,798,175
			-----------
			$ 22,749,373
			$  1,774,305
			536,092
			40,018,159
			2,426,481
			0
			-----------
			44,755,037
			17,672,479
			-----------
			$ 27,082,558
			$  6,411,694
			1,177,930
			159,463,622
			8,449,114
			38,604
			-----------
			175,540,964
			77,006,126
			-----------
			$ 98,534,838===========
			===========
			============


---

Item 3.  Legal Proceedings   Gateway is not a party to any material pending legal proceedings.
	Item 4.  Submission of Matters to a Vote of Security Holders   As of March 31, 2007, no matters were submitted to a vote of security
	holders, through the solicitation of proxies or otherwise. PART II Item 5.  Market for the Registrant's Securities and Related Security
	Holder Matters(a)  Gateway's Limited Partnership interests (BACs) are not publicly
	traded.  There is no market for Gateway's Limited Partnership interests
	and it is unlikely that any will develop.  No transfers of Limited
	Partnership Interest or BAC Units are permitted without the prior written
	consent of the Managing General Partner.  There have been several
	transfers from inception to date with most being from individuals to their
	trusts or heirs.  The Managing General Partner is not aware of the
	price at which the units are transferred.  The conditions under which
	investors may transfer units is found under ARTICLE XII -  "Issuance of
	BAC'S" on pages A-29 and A-30 of the Limited Partnership Agreement within
	the Prospectus, which is incorporated herein by reference. 
	(b)  Approximate Number of Equity Security Holders:Title of Class                                    Number of Holders
	                                                as of March 31, 2007
	Beneficial Assignee Certificates                        2,533
	General Partner Interest                                    2 Item 6.Selected Financial Data FOR THE YEARS ENDED MARCH 31,: SERIES 2
			2007
			----
			2006
			----
			2005
			----
			2004
			----
			2003
			----Total Revenues
			$   15,209
			$   7,263
			$  13,938
			$  12,820
			$  12,665Net Loss
			(119,127)
			(156,399)
			(97,520)
			(92,200)
			(85,230)Equity in
			(Losses) of Project Partnerships
			0
			(32,092)
			(10,911)
			(8,484)
			(17,624)Total Assets
			257,364
			316,805
			394,306
			445,532
			523,794Investments In
			Project Partnerships
			0
			0
			34,391
			47,597
			58,381Per BAC: (A)
			Tax Credits
			Portfolio
			 Income
			Passive Loss
			.02 
			6.65 
			(125.58)
			.14 
			4.74 
			(129.62)
			.14 
			4.18 
			(142.06)
			.14 
			5.18 
			(157.55)
			2.79 
			7.31 
			(146.95)Net Loss
			(19.22)
			(25.23)
			(15.73)
			(14.88)
			(13.75) FOR THE YEARS ENDED MARCH 31,: SERIES 3
			2007
			----
			2006
			----
			2005
			----
			2004
			----
			2003
			----Total Revenues
			$  20,439
			$  22,861
			$  18,781
			$  22,801
			$  21,167Net Income
			(Loss)
			305,962
			(108,278)
			(77,647)
			(77,243)
			(82,729)Equity in Income
			(Losses) of
			Project
			Partnerships
			490
			0
			0
			(5,137)
			(25,505)Total Assets
			598,431
			294,987
			329,653
			344,724
			405,777Investments In
			Project Partnerships
			0
			0
			0
			0
			6,633Per BAC: (A)
			Tax Credits 
			Portfolio
			 Income
			Passive Loss
			0 
			11.09 
			(118.50)
			0 
			6.85 
			(137.15)
			0 
			5.78 
			(147.47)
			.17 
			6.54 
			(159.39)
			1.38 
			7.92 
			(137.28)Net Income
			(Loss)
			46.84
			(19.65)
			(14.09)
			(14.02)
			(15.01)


---

Item 6.  Selected Financial DataFOR THE YEARS ENDED MARCH 31,: SERIES 4
			2007
			----
			2006
			----
			2005
			----
			2004
			----
			2003
			----Total Revenues
			$  20,091
			$  18,473
			$  16,181
			$  27,960
			$  14,116Net Loss
			(79,276)
			(138,304)
			(102,967)
			(98,159)
			(160,313)Equity in Income
			(Losses) of Project
			Partnerships
			0
			0
			0
			(8,763)
			(77,657)Total Assets
			469,913
			396,889
			445,208
			472,775
			536,633Investments In
			Project Partnerships
			0
			0
			0
			0
			12,279Per BAC: (A)
			Tax Credits
			Portfolio
			 Income
			Passive Loss
			0 
			9.68 
			(149.08)
			1.22 
			5.99 
			(150.52)
			.21 
			5.11 
			(140.52)
			1.22 
			4.16 
			(134.34)
			2.98 
			8.48 
			(147.73)Net Loss
			(20.70)
			(19.80)
			(14.74)
			(14.05)
			(22.95) FOR THE YEARS ENDED MARCH 31,: SERIES 5
			2007
			----
			2006
			----
			2005
			----
			2004
			----
			2003
			----Total Revenues
			$  26,812
			$  22,819
			$  27,663
			$  16,981
			$  20,909Net Income(Loss)
			(194,685)
			(208,790)
			15,153
			(265,039)
			(261,993)Equity in Losses
			of Project
			Partnerships
			(5,528)
			(22,512)
			(21,348)
			(133,705)
			(159,492)Total Assets
			402,832
			508,067
			773,331
			827,194
			1,073,840Investments In
			Project Partnerships
			125,403
			151,630
			202,405
			229,630
			376,275Per BAC: (A)
			Tax Credits 
			Portfolio
			 Income
			Passive Loss
			0 
			5.89 
			(118.24)
			0 
			5.79 
			(112.76)
			2.33 
			5.39 
			(151.09)
			8.66 
			4.81 
			(148.50)
			54.70 
			6.71 
			(136.53)Net Income(Loss)
			(22.37)
			(23.99)
			(6.71)
			(30.45)
			(30.10) FOR
	THE YEARS ENDED MARCH 31,: SERIES 6
			2007
			----
			2006
			----
			2005
			----
			2004
			----
			2003
			---Total Revenues
			$  29,678
			$  26,354
			$  32,039
			$  21,129
			$  16,919Net Loss
			(332,668)
			(342,258)
			(198,709)
			(294,767)
			(334,594)Equity in Losses
			of Project Partnerships
			(7,156)
			(25,699)
			(65,236)
			(148,498)
			(209,950)Total Assets
			683,149
			914,235
			1,374,037
			1,467,978
			1,731,924Investments In
			Project Partnerships
			208,779
			372,285
			781,147
			858,488
			1,024,672Per BAC: (A)
			Tax Credits 
			Portfolio
			 Income
			Passive Loss
			0 
			9.85 
			(99.04)
			0 
			7.33 
			(96.72)
			3.81 
			5.34 
			(99.58)
			15.16 
			5.41 
			(109.10)
			129.74 
			7.48 
			(115.70)Net Loss
			(32.59)
			(42.09)
			(19.47)
			(28.88)
			(32.78) (A)
	The per BAC tax information is as of December 31, the year end for tax
	purposes.
	The above selected financial data should be read in conjunction with the
	financial statements and related notes appearing elsewhere in this report. 
	This statement is not covered by the auditor's opinion included elsewhere in
	this report.


---

Item 7.Management's Discussion and Analysis of
	Financial Condition and Results of OperationsThis item should be read in conjunction
	with the financial statements and other items contained elsewhere in this
	report.
	   The Managing General Partner monitors developments in the area of legal
	and regulatory compliance.  For example, the Sarbanes-Oxley Act of 2002
	(the "Act") mandates or suggests additional compliance measures with regard
	to governance, disclosure, audit and other areas and certain provisions of
	the Act will require implementation by Gateway in subsequent years.  In
	light of these additional requirements, Gateway has and expects to continue
	to incur increased expenses related to compliance with the Act.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. 
	   Gateway - All Series - The following discusses the overall
	results of operations, liquidity and capital resources for Gateway as a
	whole.  A summary of the activity within each specific Series of
	Gateway then follows.
	   Distribution income arises from any cash distributions received from
	Project Partnerships which have a zero investment balance for financial
	reporting purposes.  Distribution income increased 15% in fiscal year
	2007 to $112,229, an increase of $14,459 from the fiscal year 2006
	distribution income of $97,770, which represented a $10,832 or 10% decrease
	as compared to distribution income of $108,602 in fiscal year 2005.
	   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 investors' return of their
	original capital contribution).
	   Total expenses of Gateway were $1,082,466 for the fiscal year ended March
	31, 2007, a decrease of $196,394 as compared to the fiscal year 2006 total
	expenses of $1,278,860, which represented a $578,029 increase in total
	expenses over the fiscal year 2005 amount of $700,831.  Impairment
	expense represents a significant component of total expenses in fiscal year
	2007 and 2006.  Impairment expense is a non-cash element of expense
	that arises whenever events or changes in circumstances indicate that the
	recorded carrying value of a respective Investment in Project Partnership
	may not be recoverable.  During fiscal year 2007, impairment expense
	was recorded in the aggregate amount of $103,003.  In fiscal year 2006,
	the impairment expense recorded was $343,241.  Net of this impairment
	expense, expenses of Gateway increased $43,844, or 5% in fiscal year 2007
	versus fiscal year 2006. The increase in fiscal year 2007 results from
	increases in the expense of the General Partner in administering the
	business of Gateway as well as increases in the cost of third-parties who
	provide services such as audit services to Gateway.  The fiscal year
	2006 expense represented a $234,788, or 34% increase over the fiscal year
	2005 amount of $700,831.
	   The sources of funds to pay the expenses of Gateway are cash and
	cash equivalents and short-term investments which are comprised of U.S.
	Treasury Security Strips ("Zero Coupon Treasuries") and U.S. Treasury Notes
	along with the interest earnings thereon, which were purchased with funds
	set aside for this purpose, and cash distributed to the Series from the
	operations of the Project Partnerships.  Due to the rent limitations
	applicable to the Project Partnerships projects as a result of their
	qualifying for Low-Income Housing Tax Credits, Gateway does not expect there
	to be a significant increase in future rental income of the Project
	Partnerships.  Therefore, cash distributions from the operations of the
	Project Partnerships are not expected to increase.  Management believes
	these 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.
	   For the year ended March 31, 2007 the Project Partnerships reported
	losses of $12,194 which represents a $68,109 decrease as compared to the
	Losses from Project Partnerships for the year ended March 31, 2006 of
	$80,303.  For the fiscal year ended March 31, 2005, the Project
	Partnerships reported a loss of $97,495.  Typically, it is customary in
	the low-income housing tax credit industry to experience losses for
	financial and tax reporting purposes because of the non-cash expenses of
	depreciation and amortization.  Since Gateway invests as a limited
	partner in Project Partnerships, and is therefore not obligated to fund
	losses or make additional capital contributions, Gateway does not recognize
	losses from individual Project Partnerships to the extent that these losses
	would reduce the investment balance below zero.  Therefore, as the
	Project Partnership investments mature and the Investments in Project
	Partnership balances decrease over time, the Losses from Project
	Partnerships recorded by Gateway decrease.


---

Item 7.Management's Discussion and Analysis of
	Financial Condition and Results of Operations
	(Continued)In fiscal year 2007, the Gain on Sale of Project Partnerships amounted to
	$475,364, an increase from the fiscal year 2006 Gain on Sale of Project
	Partnerships amount of $224,074 which was an increase over the fiscal year
	2005 Gain on Sale of Project Partnerships of $157,126.  In addition in
	fiscal year 2007, $128,050 of Gain on Sale of Project Partnerships was
	deferred for revenue recognition purposes and is reflected on the Balance
	Sheet as of March 31, 2007.  This Deferred Gain will be recognized on
	the statement of operations in fiscal year 2008 when the proceeds are
	received.  As more fully discussed herein, ten Project Partnership
	investments were sold or disposed of in fiscal year 2007 as compared to
	fiscal year 2006 and fiscal year 2005 when one Project Partnership
	investment was sold in each year.  The amount of the gain or loss on a
	sale of a Project Partnership and the year in which it is recognized on the
	statement of operations is dependent upon the specifics related to each sale
	or disposition transaction.  Refer to the discussion of each Project
	Partnership sold in the exit strategy section that follows.
	   In total, Gateway reported a loss of $419,794 from operations for the
	year ended March 31, 2007.  Cash and Cash Equivalents decreased by
	$401,872 but Investments in Securities increased by $444,723.  Of the
	Cash and Cash Equivalents on hand as of March 31, 2007, $376,063 is payable
	to certain series' Assignees arising from the sale of Project Partnerships
	during fiscal year 2007, which are for distribution to those certain
	Assignees in fiscal 2008.  After consideration of these sales proceeds,
	cash and cash equivalents and Investments in Securities decreased $333,212
	as compared to the prior year-end balances.
	The financial performance of each respective Series is summarized as
	follows:Series 2 - Gateway closed this series on September 14, 1990 after
	receiving $6,136,000 from 375 Assignees.  As of March 31, 2007, the
	series had invested $4,524,678 in 22 Project Partnerships located in 10
	states containing 724 apartment units.  Average occupancy of the
	Project Partnerships was 93% as of December 31, 2006.
	   Equity in Losses of Project Partnerships decreased $32,092 to $0 for the
	year ended March 31, 2007, the fiscal year 2006 losses represented an
	increase of $21,181 from the fiscal year 2005 loss amount of $10,911. 
	As presented in Note 5, Gateway's share of net loss decreased from $679,662
	for the year ended March 31, 2005 to $637,400 for the year ended March 31,
	2006 and to $527,581 for the year ended March 31,2007.  Suspended
	Losses were $668,751 for the year ended March 31, 2005, $605,308 for the
	year ended March 31, 2006 and $527,581 for the year ended March 31, 2007. 
	If not suspended, these losses would have reduced the investment in 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. 
	(These Project Partnerships reported depreciation and amortization of
	$869,716, $875,459, and $886,432 for the years ended December 31, 2004,
	2005, and 2006 respectively.)  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
	until the year of disposition.  Overall, management believes the
	Project Partnerships are operating as expected and have generated Tax
	Credits that met projections.
	   At March 31, 2007, the Series had $129,724 of short-term investments
	(Cash and Cash Equivalents).  In addition, the Series had $127,640 in
	U. S. Treasury Notes with a maturity value of $127,000 at June 30, 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
	$119,127 for the year ending March 31, 2007.  However, after adjusting
	for the changes in operating assets and liabilities, net cash used in
	operating activities was $77,279.  Cash used in investing activities
	totaled $43,526, consisting of $15,209 in cash distributions from the
	Project Partnerships and $66,276 from matured Zero Coupon Treasuries, offset
	by $125,011 used to purchase U.S. Treasury Notes in July 2006.
	   Series 3 - Gateway closed this series on December 13, 1990 after
	receiving $5,456,000 from 398 Assignees.  As of March 31, 2007 the
	series had invested $2,866,874 in 17 Project Partnerships located in 12
	states containing 566 apartment units.  Average occupancy of the
	Project Partnerships was 92% as of December 31, 2006.
	   Equity in Income of Project Partnerships was $490 for the year ended
	March 31, 2007, an increase from $0 for each of fiscal year 2006 and 2005. 
	As presented in Note 5, Gateway's share of net loss decreased from $727,644
	for the year ended March 31, 2005 to $595,587 for the year ended March 31,
	2006 and to $334,438 for the year ended March 31, 2007.  Suspended
	Losses decreased from $727,644 for the year ended March 31, 2005 to $595,587
	for the year ended March 31, 2006 and to $333,948 for the year ended March
	31, 2007.  If not suspended, these losses would have reduced the
	investment in Project Partnerships below zero.  (These Project
	Partnerships reported depreciation and amortization of $973,367, $965,926
	and $731,144 for the years ended December 31, 2004, 2005 and 2006,
	respectively.)  Overall, management believes these Project Partnerships
	are operating as expected and have generated Tax Credits which met
	projections.


---

Item 7.  Management's Discussion and Analysis of Financial Condition and
	Results of Operations
	(Continued)
	   At March 31, 2007, the Series had $426,791 of short-term investments
	(Cash and Cash Equivalents).  In addition, the Series had $127,640 in
	U.S. Treasury Notes with a maturity value of $127,000 at June 30, 2007. 
	Management believes these sources of funds are sufficient to meet the
	Series' 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 net income of
	$305,962 for the year ended March 31, 2007.  However, after adjusting
	the changes in operating assets and liabilities, net cash used in operating
	activities was $77,016.  Cash provided by investing activities totaled
	$367,344, consisting of $20,439 in cash distributions from the Project
	Partnerships, $412,964 from the sale of 5 Project (Proceeds totaling $44,000
	from the sale of 1 Project Partnership were received after year-end.), and
	$58,952 from matured Zero Coupon Treasuries, offset by $125,011 used to
	purchase U.S. Treasury Notes in July 2006.  Cash used in financing
	activities (distributions to Limited Partners) totaled $99,572.
	   Series 4 - Gateway closed this series on May 31, 1991 after
	receiving $6,915,000 from 465 Assignees.  As of March 31, 2007, the
	series had invested $4,273,215 in 25 Project Partnerships located in 16
	states containing 769 apartment units.  Average occupancy of the
	Project Partnerships was 94% at December 31, 2006.Equity in Losses of Project Partnerships was
	$0 for the year ended March 31, 2007, no change from each of fiscal year
	2006 and 2005.  As presented in
	Note 5, Gateway's share of net loss decreased from $806,547 for the year
	ended March 31, 2005 to $684,436 for the year ended March 31, 2006 and to
	$592,559 for the year ended March 31, 2007.  Suspended Losses decreased
	from $806,547 for the year ended March 31, 2005 to $684,436 for the year
	ended March 31, 2006 and to $592,559 for the year ended March 31, 2007. 
	If not suspended, these losses would have reduced the investment in Project
	Partnerships below zero.  (These Project Partnerships reported
	depreciation and amortization of $1,045,249, $1,044,298 and $921,420 for the
	years ended December 31, 2004, 2005 and 2006, respectively.)  Overall,
	management believes these Project Partnerships are operating as expected and
	have generated Tax Credits which met projections.
	   At March 31, 2007, the Series had $206,516 of short-term
	investments (Cash and Cash Equivalents).  In addition, the Series had
	$178,897 in U.S. Treasury Notes with a maturity value of $178,000 at June
	30, 2007.  Management believes these sources of funds are sufficient to
	meet the Series' 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 loss of
	$79,276 from operations for the year ended March 31, 2007.  However,
	after adjusting for the changes in operating assets and liabilities, net
	cash used in operating activities was $97,692.  Cash used in investing
	activities totaled $17,996, consisting of $20,091 in cash distributions from
	the Project Partnerships, $62,440 from the sale of 2 Project Partnerships
	(Proceeds totaling $84,500 from the sale of 2 Project Partnership were
	received after year-end.), and $74,685 from matured Zero Coupon Treasuries,
	offset by $175,212 used to purchase U.S. Treasury Notes in July 2006.
	   Series 5 - Gateway closed this series on October 11, 1991 after
	receiving $8,616,000 from 535 Assignees.  As of March 31, 2007, the
	series had invested $6,010,273 in 35 Project Partnerships located in 12
	states containing 1,080 apartment units.  Average occupancy of the
	Project Partnerships was 94% as of December 31, 2006.
	   Equity in Losses of Project
	Partnerships decreased $16,984 to $5,528 in fiscal year 2007, as compared to
	$22,512 in fiscal year 2006.  The fiscal year 2006 amount was a $1,164
	increase from the fiscal year 2005 losses of $21,348.  As presented in
	Note 5, Gateway's share of net loss decreased from $772,904 for the year
	ended March 31, 2005 to $724,141 for the year ended March 31, 2006 and then
	increased to $738,149 for the year ended March 31, 2007.  Suspended
	losses decreased from $746,794 for the year ended March 31, 2005 to $701,629
	for the year ended March 31, 2006 and then increased to $732,621 for the
	year ended March 31, 2007.  If not suspended, these losses would have
	reduced the investment in Project Partnerships below zero.  (These
	Project Partnerships reported depreciation and amortization of $1,247,246,
	$1,203,506 and $1,220,039 for the years ended December 31, 2004, 2005 and
	2006, respectively.)  Gateway reviews its investments in Project
	Partnerships to determine if there has been any permanent impairment
	whenever events or changes in circumstances indicate that the carrying
	amount of the investment may not be recoverable.  There were no
	impairment expenses in fiscal years 2007, 2006, and 2005.  Overall,
	management believes these Project Partnerships are operating as expected and
	have generated Tax Credits which met projections.
	   At March 31, 2007, the Series had $175,920 of short-term investments
	(Cash and Cash Equivalents).  In addition, the Series had $101,509 in
	U.S. Treasury Notes with a maturity value of $101,000 at June 30, 2007. 
	Management believes these sources of funds are sufficient to meet the
	Series' 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
	$194,685 for the year ended March 31, 2007.  However, after adjusting
	for Equity in Losses of Project Partnerships of $5,528 and the changes in
	operating assets and liabilities, net cash used in


Item 7.Management's Discussion and Analysis of
	Financial Condition and Results of Operations
	(Continued)operating activities was $112,262. 
	Cash provided by investing activities totaled $25,743 consisting of $32,075
	in cash distributions from the Project Partnerships and $93,086 from matured
	Zero Coupon Treasuries, offset by $99,418 used to purchase U.S. Treasury
	Notes in July 2006.
	   Series 6 - Gateway closed this series on March 11, 1992 after
	receiving $10,105,000 from 625 Assignees.  As of March 31, 2007, the
	series had invested $7,250,034 in 37 Project Partnerships located in 19
	states containing 1,048 apartment units.  Average occupancy of the
	Project Partnerships was 95% as of December 31, 2006.
	   Equity in Losses of Project Partnerships decreased $18,543 to $7,156 in
	fiscal year 2007 as compared to losses of $25,699 for fiscal year 2006. 
	The fiscal year 2006 losses were a $39,537 decrease from a loss amount of
	$65,236 recorded in fiscal year 2005. As presented in Note 5, Gateway's
	share of net loss decreased from $673,713 for the year ended March 31, 2005
	to $590,957 for the year ended March 31, 2006 and to $569,570 for the year
	ended March 31, 2007.  Suspended losses decreased from $608,477 for the
	year ended March 31, 2005 to $565,258 for the year ended March 31, 2006 and
	to $562,414 for the year ended March 31, 2007.  If not suspended, these
	losses would have reduced the investment in Project Partnerships below zero.
	(These Project Partnerships reported depreciation and amortization of
	$1,367,028, $1,293,203 and $1,303,827 for the years ended December 31, 2004,
	2005 and 2006, respectively.) Gateway reviews its investments in Project
	Partnerships to determine if there has been any permanent impairment
	whenever events or changes in circumstances indicate that the carrying
	amount of the investment may not be recoverable.  For the fiscal years
	ended March 31, 2007 and 2006, impairment expenses of $103,003 and $343,241
	were recognized.  There was no impairment expense in fiscal year 2005. 
	Overall, management believes these Project Partnerships are operating as
	expected and have generated Tax Credits which met projections.
	   At March 31, 2007, the Series had $193,964 of short-term investments
	(Cash and Cash Equivalents).  In addition, the Series had $280,406 in
	U.S. Treasury Notes with a maturity value of $279,000 at June 30, 2007. 
	Management believes these sources of funds are sufficient to meet the
	Series' 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 $332,668 for the year ended March
	31, 2007.  However, after adjusting for Equity in Losses of Project
	Partnerships of $7,156 and the changes in operating assets and liabilities,
	net cash used in operating activities was $116,082.  Cash used in
	investing activities totaled $153,534  consisting of $38,096 in cash
	distributions from the Project Partnerships and $83,000 from matured Zero
	Coupon Treasuries, offset by $274,630 used to purchase U.S. Treasury Notes
	in July 2006.Exit Strategy   The IRS compliance period for low-income housing Tax Credit
	properties is generally 15 years from occupancy following construction or
	rehabilitation completion.  Gateway is currently in the process of
	disposing of its investments in Project Partnerships which have reached the
	end of their fifteen year Tax Credit compliance period.  Gateway's
	objective is to sell Gateway's interest in such assets for fair market value
	and ultimately, to liquidate the Project Partnerships.  Generally, the
	market for Project Partnerships is limited.  Some of the factors which
	negatively impact the marketability of these projects include (1)
	requirements by government agencies or the project's debt holder to continue
	to maintain the property in the low-income housing program, and (2) the
	mortgage balance of the property is very near the initial balance as a
	result of the heavily subsidized debt of the Project Partnerships and
	lengthy (usually 50 year) amortization periods.
	   As of March 31, 2007, Gateway holds a limited partner interest in 136
	Project Partnerships which own and operate government assisted multi-family
	housing complexes.  Project investments by Series are as follows: 
	22 Project Partnerships for Series 2, 17 Project Partnerships for Series 3,
	25 Project Partnerships for Series 4, 35 Project Partnerships for Series 5,
	and 37 Project Partnerships for Series 6.  Many of the Project
	Partnerships have reached the end of their Tax Credit compliance period. 
	As of March 31, 2007, twelve of the Project Partnerships have been sold (6
	in Series 3, 4 in Series 4, 1 in Series 5, and 1 in Series 6) and, in
	accordance with the Gateway partnership agreement, the entire net proceeds
	received from these sales either have been or will be distributed to the
	Assignees of the respective Series.  Gateway at one time held
	investments in 148 Project Partnerships (22 in Series 2, 23 in Series 3, 29
	in Series 4, 36 in Series 5, and 38 in Series 6).  The transaction
	summaries for the Project Partnerships sold during the past three fiscal
	years are summarized below:Fiscal Year 2007 Disposition Activity:
	Series 3   In March 2007, Gateway sold its Project Partnership investment in
	Belmont Senior Apartments.  In accordance with FASB No. 66 ("FASB No.
	66") "Accounting for Sales of Real Estate," although the sale of this
	Project Partnership was consummated on or prior to March 31, 2007, the
	estimated gain on the sale of this investment of $43,850 is being deferred
	on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in
	the Statement of


Operations until the period that the
	proceeds are received.  The entire balance of the net proceeds due from
	this sale were subsequently received and distributed to the Series 3
	Assignees in the amount of $8.04 per beneficial assignee certificate during
	the first quarter of fiscal year 2008.
	   In January 2007, Gateway sold its Project Partnership investment in
	Southwood Apartments.  Gateway received $42,652 in net proceeds ($7.82
	per beneficial assignee certificate) for the sale of this Project
	Partnership.  The net proceeds are a component of the Distribution
	Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a
	gain in the amount of the net proceeds which is included as a component of
	the Gain on Sale of Project Partnerships on the Statement of Operations. 
	Subsequent to the March 31, 2007 year-end, the net proceeds from this sale
	transaction were distributed to the Series 3 Assignees.
	   In January 2007, Gateway sold its Project Partnership investment in Plaza
	Senior Village Apartments.  Gateway received $82,145 in net proceeds
	($15.06 per beneficial assignee certificate) for the sale of this Project
	Partnership.  The net proceeds are a component of the Distribution
	Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a
	gain in the amount of the net proceeds which is included as a component of
	the Gain on Sale of Project Partnerships on the Statement of Operations. 
	Subsequent to the March 31, 2007 year-end, the net proceeds from this sale
	transaction were distributed to the Series 3 Assignees.
	   In January 2007, Gateway sold its Project Partnership investment in
	Brubaker Square Apartments.  Gateway received $115,009 in net proceeds
	($21.08 per beneficial assignee certificate) for the sale of this Project
	Partnership.  The net proceeds are a component of the Distribution
	Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a
	gain in the amount of the net proceeds which is included as a component of
	the Gain on Sale of Project Partnerships on the Statement of Operations. 
	Subsequent to the March 31, 2007 year-end, the net proceeds from this sale
	transaction were distributed to the Series 3 Assignees.
	   In January 2007, Gateway sold its Project Partnership investment in Villa
	Allegra Apartments.  Gateway received $73,408 in net proceeds ($13.45
	per beneficial assignee certificate) for the sale of this Project
	Partnership.  The net proceeds are a component of the Distribution
	Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a
	gain in the amount of the net proceeds which is included as a component of
	the Gain on Sale of Project Partnerships on the Statement of Operations. 
	Subsequent to the March 31, 2007 year-end, the net proceeds from this sale
	transaction were distributed to the Series 3 Assignees.
	   In November 2006, Gateway sold its Project Partnership investment in
	Birchwood Apartments. Gateway received $99,410 in net proceeds ($18.25 per
	beneficial assignee certificate) for the sale of the Project Partnership. 
	Gateway recorded a gain in the amount of the net proceeds which is included
	as a component of the Gain on Sale of Project Partnerships on the Statement
	of Operations.  The net proceeds from this sale transaction were
	distributed to the Series 3 Assignees in December 2006.Series 4   In March 2007, Gateway sold its Project Partnership investment in
	Edmonton Senior Apartments.  In accordance with FASB No. 66, although
	the sale of this Project Partnership was consummated on or prior to March
	31, 2007, the estimated gain on the sale of this investment of $38,350 is
	being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not
	recognized in the Statement of Operations until the period that the proceeds
	are received.  The entire balance of the net proceeds due from this
	sale were subsequently received and distributed in the amount of $5.55 per
	beneficial assignee certificate to the Series 4 Assignees during the first
	quarter of fiscal year 2008.
	   In March 2007, Gateway sold its Project Partnership investment in
	Owingsville Senior Apartments.  In accordance with FASB No. 66,
	although the sale of this Project Partnership was consummated on or prior to
	March 31, 2007, the estimated gain on the sale of this investment of $45,850
	is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and
	not recognized in the Statement of Operations until the period that the
	proceeds are received.  The entire balance of the net proceeds due from
	this sale were subsequently received and distributed in the amount of $6.63
	per beneficial assignee certificate to the Series 4 Assignees during the
	first quarter of fiscal year 2008.   In January 2007, Gateway sold its Project Partnership investment in
	Alsace Village Apartments.  Gateway received $23,370 in net proceeds
	($3.38 per beneficial assignee certificate) for the sale of this Project
	Partnership.  The net proceeds are a component of the Distribution
	Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a
	gain in the amount of the net proceeds which is included as a component of
	the Gain on Sale of Project Partnerships on the Statement of Operations. 
	Subsequent to the March 31, 2007 year-end, the net proceeds from this sale
	transaction were distributed to the Series 4 Assignees.
	   In January 2007, Gateway sold its Project Partnership investment in
	Greenbriar Apartments. Gateway received $39,370 in net proceeds ($5.69 per
	beneficial assignee certificate) for the sale of this Project Partnership. 
	The net proceeds are a component of the Distribution Payable on the Balance
	Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the
	net proceeds which is included as a component of the Gain on Sale of Project
	Partnerships on the Statement of Operations.  Subsequent to the March
	31, 2007 year-end, the net proceeds from this sale transaction were
	distributed to the Series 4 Assignees.


---

Fiscal Year 2006 Disposition Activity:
	Series 6   In August 2005, Gateway sold its Project Partnership investment in
	Mountain Crest Apartments.  Gateway received $224,074 in net proceeds
	($22.17 per beneficial assignee certificate) for the sale of this Project
	Partnership.  Gateway recorded a gain in the amount of the net proceeds
	which is included as a component of the Gain on Sale of Project Partnerships
	on the Statement of Operations.  The net proceeds from this sale
	transaction were distributed to the Series 6 Assignees in November 2005.Fiscal Year 2005 Disposition Activity:
	Series 5   In December 2004, Gateway sold its Project Partnership investment in
	Highland View Apartments.  Gateway received $157,126 in net proceeds
	($18.24 per beneficial assignee certificate) for the sale of this Project
	Partnership.  Gateway recorded a gain in the amount of the net proceeds
	which is included as a component of the Gain on Sale of Project Partnerships
	on the Statement of Operations.  The net proceeds from this sale
	transaction were distributed to the Series 5 Assignees in July 2005.Project Partnership sold subsequent to March 31, 2007:
	Series 2Rolling Oaks II Apartments
	   Subsequent to the March 31, 2007 year-end, Gateway sold its Project
	Partnership investment in Rolling Oaks II Apartments.  Gateway realized
	approximately $55,000 in net proceeds or approximately $8.96 per beneficial
	assignee certificate from this sale transaction which will be distributed to
	the Series 2 Assignees in the 2nd quarter of fiscal year 2008.Gateway has approved the sale to the general partner of the Project
	Partnership or a third party:
	Series 2Inverness Club                                 
	Heritage Village Apartments
	   These approvals are subject to a number of contingencies, the outcome of
	which cannot be predicted with certainty.  However, utilizing the sales
	amounts as approved by Gateway, should all the transactions close without
	modification, the estimated net proceeds to Gateway from the sales of these
	Project Partnerships are estimated to be $360,000, or $58.67 per beneficial
	assignee certificate which would be available for distribution to the Series
	2 Assignees subsequent to the closing of these sales transactions which
	would most likely occur within the next 24-month period.Series 4Chestnut Apartments                            
	Ashland Estates
	   These approvals are subject to a number of contingencies, the outcome of
	which cannot be predicted with certainty.  However, utilizing the sales
	amounts as approved by Gateway, should all the transactions close without
	modification, the estimated net proceeds to Gateway from the sales of these
	Project Partnerships are estimated to be $22,000, or $3.18 per beneficial
	assignee certificate which would be available for distribution to the Series
	4 Assignees subsequent to the closing of these sales transactions which
	would most likely occur within the next 24-month period.Series 5Country Place Apartments II                    
	Country Place Apartments II
	   (Georgetown LP)                             
	   (Portland II Ltd.)
	   These approvals are subject to a number of contingencies, the outcome of
	which cannot be predicted with certainty.  However, utilizing the sales
	amounts as approved by Gateway, should all the transactions close without
	modification, the estimated net proceeds to Gateway from the sales of these
	Project Partnerships are estimated to be $90,000, or $10.45 per beneficial
	assignee certificate which would be available for distribution to the Series
	5 Assignees subsequent to the closing of these sales transactions which
	would most likely occur within the next 24-month period.


---

Series 6Autumn Place Apts.                             
	Spring Wood Apartments
	   These approvals are subject to a number of contingencies, the outcome of
	which cannot be predicted with certainty.  However, utilizing the sales
	amounts as approved by Gateway, should all the transactions close without
	modification, the estimated net proceeds to Gateway from the sales of these
	Project Partnerships are estimated to be $102,000, or $10.09 per beneficial
	assignee certificate which would be available for distribution to the Series
	6 Assignees subsequent to the closing of these sales transactions which
	would most likely occur within the next 24-month period.Gateway has consented to the general partner granting an option for
	either the general partner or a third-party to purchase the Project
	Partnership interest:
	Series 2Brookhaven Apartments                          
	Lakeshore Apartments
	Lewiston Country Estates                       
	Woodland Terrace Apartments
	Hidden Creek Apartments
	   Should all of these options be exercised, the estimated net sales
	proceeds to Gateway from the sales transactions are estimated to be
	$715,000, or $116.53 per beneficial assignee certificate potentially
	available for distribution to the Series 2 Assignees over the next 24
	months.  These options to purchase could expire without being exercised
	which would result in no sales proceeds and remarketing of the Project
	Partnerships, the results of which are undeterminable.Series 3Countrywood Apartments
	   Should this option be exercised, the estimated net sales proceeds to
	Gateway from the sales transaction are estimated to be $85,000, or $15.58
	per beneficial assignee certificate potentially available for distribution
	to the Series 3 Assignees over the next 24 months.  This option to
	purchase could expire without being exercised which would result in no sales
	proceeds and remarketing of the Project Partnership, the results of which
	are undeterminable.Series 4River Bend Apartments                          
	Norton Green Apartments
	   Should all of these options be exercised, the estimated net sales
	proceeds to Gateway from the sales transactions are estimated to be
	$180,000, or $26.03 per beneficial assignee certificate potentially
	available for distribution to the Series 4 Assignees over the next 24
	months.  These options to purchase could expire without being exercised
	which would result in no sales proceeds and remarketing of the Project
	Partnerships, the results of which are undeterminable.Series 5Villa Del Rio                                  
	Willow Apartments
	Woodvale Apartments II
	   Should all of these options be exercised, the estimated net sales
	proceeds to Gateway from the sales transactions are estimated to be
	$275,000, or $31.92 per beneficial assignee certificate potentially
	available for distribution to the Series 5 Assignees over the next 24
	months.  These options to purchase could expire without being exercised
	which would result in no sales proceeds and remarketing of the Project
	Partnerships, the results of which are undeterminable.Series 6Country Place Apartments
	   Should this option be exercised, the estimated net sales proceeds to
	Gateway from the sales transaction are estimated to be $90,000, or $8.91 per
	beneficial assignee certificate potentially available for distribution to
	the Series 6 Assignees over the next 24 months.  This option to
	purchase could expire without being exercised which would result in no sales
	proceeds and remarketing of the Project Partnership, the results of which
	are undeterminable.Project Partnerships currently listed for sale on a commercial real
	estate for sale website or listed for sale by the general partner of the
	Project Partnership:
	Series 3Logansport Seniors Apartments                  
	Sunchase II Apartments
	Mill Run Apartments


---

Series 4Oaks Apartments                                
	Tarpon Heights Apartments
	Sonora Seniors Apartments                      
	Fredericksburg Seniors Apartments
	Ozona Seniors Apartments                       
	Brackettville Seniors Apartments
	Timpson Seniors Apartments                     
	Village Apartments of St. Joseph IISeries 5Fox Ridge Apartments       Redmont II
	Apartments
	Village Apartments of Effingham                
	Village Apartments of Seymour IIDisclosure of Contractual
	Obligations Payment due by
			periodContractual
			Obligations
			Total
			Less than
			1 year
			1-3 years
			3-5 years
			More than
			5 yearsLong-Term Debt
			ObligationsCapital Lease
			ObligationsOperating Lease
			ObligationsPurchase
			ObligationsOther
			Liabilities Reflected on the Registrant's Balance Sheet under GAAP
			$3,800,683 (1)
			317,633
			3,483,050
			0
			0 (1)  The Other Liabilities represent the asset management fees and other
	general and administrative expense reimbursements owed to the General
	Partners as of March 31,2007.  This payable is unsecured, due on demand
	and, in accordance with the limited partnership agreement, non-interest
	bearing.  As referred to in Note 4, the Managing General Partner does
	not intend to demand payment of the portion of this balance reflected as due
	later than one year within the next twelve months.
	Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.   As a small business issuer, no information is required.
	Item 8.Financial Statements and Supplementary
	Data


---

REPORT OF INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of Gateway Tax Credit Fund II Ltd.
	   We have audited the accompanying balance sheets of Gateway Tax Credit
	Fund II, Ltd. (a Florida Limited Partnership) as of March 31, 2007 and 2006
	and the related statements of operations, partners' equity (deficit), and
	cash flows for each of the years in the two year period ended March 31,
	2007.  These financial statements are the responsibility of Gateway's
	management.  Our responsibility is to express an opinion on these
	financial statements based on our audits.  The financial statements of
	Gateway Tax Credit Fund II, Ltd. for the period ended March 31, 2005, were
	audited by other auditors whose report dated September 8, 2005, expressed an
	unqualified opinion on those statements.
	   We conducted our audits in accordance with the standards of the Public
	Company Accounting Oversight Board (United States).  Those standards
	require that we plan and perform the audit to obtain reasonable assurance
	about whether the financial statements are free of material misstatement. 
	Gateway is not required to have, nor were we engaged to perform, an audit of
	its internal control over financial reporting.  Our audits included
	consideration of internal control over financial reporting as a basis for
	designing audit procedures that are appropriate in the circumstances, but
	not for the purpose of expressing an opinion on the effectiveness of
	Gateway's internal control over financial reporting.  Accordingly we
	express no such opinion.  An audit also includes examining, on a test
	basis, evidence supporting the amounts and disclosures in the financial
	statements, assessing the accounting principles used and significant
	estimates made by management, as well as evaluating the overall financial
	statement presentation.  We believe that our audits and the reports of
	other auditors provide a reasonable basis for our opinion.
	   In our opinion, based on our audits and the reports of auditors, the
	financial statements referred to above present fairly, in all material
	respects, the financial position of Gateway Tax Credit Fund II, Ltd. at
	March 31, 2007 and 2006, and the results of its operations and its cash
	flows for the years then ended in conformity with accounting principles
	generally accepted in the United States of America.
	   Our audits were made for the purpose of forming an opinion on the basic
	financial statements taken as a whole.  The schedules listed under Item
	15(a)(2) in the index are presented for purposes of complying with the
	Securities and Exchange Commission's rules and are not part of the basic
	financial statements.  These schedules have been subjected to the
	auditing procedures applied in the audit of the basic financial statements
	and, in our opinion, based on our audits and the reports of other auditors,
	fairly state in all material respects the financial data required to be set
	forth therein in relation to the basic financial statements taken as a
	whole.
	                                         /s/ Reznick Group, P.C.
	                                         REZNICK GROUP, P.C.
	Atlanta, Georgia
	July 16, 2007


---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To
	the Partners of Gateway Tax Credit Fund II Ltd We have audited the accompanying statements of operations, partners'
	equity (deficit), and cash flows of each of the five Series (Series 2
	through 6) constituting Gateway Tax Credit Fund II Ltd. (a Florida Limited
	Partnership) for the year ended March 31, 2005.  These financial
	statements are the responsibility of the Partnership's management.  Our
	responsibility is to express an opinion on these financial statements based
	on our audit.  We did not audit the financial statements of certain
	Project Partnerships in Series 6 for which net losses of $5,938 are included
	in the accompanying financial statements for the year ended March 31, 2005. 
	Those statements were audited by other auditors whose reports have been
	furnished to us, and our opinion, insofar as it relates to the amounts
	included for such underlying partnerships, is based solely on the reports of
	the other auditors.
	   We conducted our audit in accordance with the standards of the Public
	Company Accounting Oversight Board (United States).  Those standards
	require that we plan and perform the audit to obtain reasonable assurance
	about whether the statements of operations, partners' equity (deficit), and
	cash flows are free of material misstatement.  The Partnership is not
	required to have, nor were we engaged to perform, an audit of its internal
	control over financial reporting. Our audit included consideration of
	internal control over financial reporting as a basis for designing audit
	procedures that are appropriate in the circumstances, but not for the
	purpose of expressing an opinion on the effectiveness of the Partnership's
	internal control over financial reporting.  Accordingly we express no
	such opinion.  An audit also includes examining, on a test basis,
	evidence supporting the amounts and disclosures in the statements of
	operations, partners' equity (deficit), and cash flows, assessing the
	accounting principles used and significant estimates made by management, as
	well as evaluating the overall presentation of the statements of operations,
	partners' equity (deficit), and cash flows.  We believe that our audit
	and the reports of other auditors provide a reasonable basis for our
	opinion.
	   In our opinion, based on our audit and the reports of other auditors, the
	statements of operations, partners' equity (deficit), and cash flows present
	fairly, in all material respects, the results of operations and cash flows
	of each of the five Series (Series 2 through 6) constituting Gateway Tax
	Credit Fund II Ltd. for the year ended March 31, 2005, in conformity with
	accounting principles generally accepted in the United States of America. SPENCE, MARSTON, BUNCH,
	MORRIS & CO.
	Certified Public Accountants Clearwater, FloridaSeptember 8, 2005


---

PART I - Financial Information
	  Item 1.  Financial Statements GATEWAY TAX CREDIT FUND
	II LTD.(A
	Florida Limited Partnership)BALANCE SHEET
	MARCH 31, 2007 AND 2006 SERIES 2
			2007
			----
			2006
			----ASSETS
			Current Assets:
			 Cash and Cash Equivalents
			 Investments in Securities
			     Total Assets
			LIABILITIES AND PARTNERS' EQUITY (Deficit)
			Current Liabilities:
			 Payable to General Partners
			 Other Payable
			  Total Current Liabilities
			Long-Term Liabilities:
			 Payable to General Partners
			Partners' Equity (Deficit):
			Assignor Limited Partner
			 Units of limited partnership interest consisting of 40,000
			authorized BAC's, of which Series 2 had 6,136 at March 31, 2007 and
			2006 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, Series 2
			had 6,136 at March 31, 2007 and 2006, issued and outstanding
			General Partners
			  Total Partners' Equity (Deficit)
			    Total Liabilities and Partners' Equity (Deficit)
			$ 129,724 
			127,640 
			----------
			$ 257,364 
			==========
			$  48,705 
			0 
			----------
			48,705 
			----------
			666,568 
			----------
			(399,531)
			(58,378)
			----------
			(457,909)
			----------
			$ 257,364==========
			$ 250,529 
			66,276 
			----------
			$ 316,805 
			==========
			$  48,304 
			8,030 
			----------
			56,334 
			----------
			599,253 
			----------
			(281,595)
			(57,187)
			----------
			(338,782)
			----------
			$ 316,805========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)BALANCE SHEET
	MARCH 31, 2007 AND 2006 SERIES 3
			2007
			----
			2006
			----ASSETS
			Current Assets:
			 Cash and Cash Equivalents
			 Investments in Securities
			 Receivable - Other
			      Total Assets
			LIABILITIES AND PARTNERS' EQUITY (Deficit)
			Current Liabilities:
			 Payable to General Partners
			 Distribution Payable 
			 Deferred Gain on Sale of Project Partnerships
			 Other Payable
			  Total Current Liabilities
			Long-Term Liabilities:
			 Payable to General Partners
			Partners' Equity (Deficit):
			Assignor Limited Partner
			 Units of limited partnership interest consisting of 40,000
			authorized BAC's, of which Series 3 had 5,456 at March 31, 2007 and
			2006 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, Series 3
			had 5,456 at March 31, 2007 and 2006, issued and outstanding
			General Partners
			  Total Partners' Equity (Deficit)
			    Total Liabilities and Partners' Equity (Deficit)
			$ 426,791 
			127,640 
			44,000 
			----------
			$ 598,431 
			==========
			$  55,354 
			313,273 
			43,850 
			0 
			----------
			412,477 
			----------
			551,211 
			----------
			(365,257)
			(0)
			----------
			(365,257)
			----------
			$ 598,431==========
			$ 236,035 
			58,952 
			0 
			----------
			$ 294,987 
			==========
			$  52,905 
			0 
			7,300 
			----------
			60,205 
			----------
			493,156 
			----------
			(207,975)
			(50,399)
			----------
			(258,374)
			----------
			$ 294,987========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)BALANCE SHEET
	MARCH 31, 2007 AND 2006 SERIES 4
			2007
			----
			2006
			----ASSETS
			Current Assets:
			 Cash and Cash Equivalents
			 Investments in Securities
			 Receivable - Other
			      Total Assets
			LIABILITIES AND PARTNERS' EQUITY (Deficit)
			Current Liabilities:
			 Payable to General Partners
			 Distribution Payable
			 Deferred Gain on Sale of Project Partnerships
			 Other Payable
			  Total Current Liabilities
			Long-Term Liabilities:
			 Payable to General Partners
			Partners' Equity (deficit):
			Assignor Limited Partner
			 Units of limited partnership interest consisting of 40,000
			authorized BAC's, of which Series 4 had 6,915 at March 31, 2007 and
			2006 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, Series 4
			had 6,915 at March 31, 2007 and 2006, issued and outstanding
			General Partners
			  Total Partners' Equity (Deficit)
			    Total Liabilities and Partners' Equity (Deficit)
			$  206,516 
			178,897 
			84,500 
			-----------
			$  469,913 
			===========
			$   60,680 
			62,744 
			84,200 
			0 
			-----------
			207,624 
			-----------
			722,109 
			-----------
			(459,820)
			0 
			----------
			(459,820)----------
			$  469,913 
			===========
			$  322,204 
			74,685 
			0 
			-----------
			$  396,889 
			===========
			$   59,221 
			0 
			0 
			8,030 
			-----------
			67,251 
			-----------
			647,438 
			-----------
			(253,967)
			(63,833)
			----------
			(317,800)----------
			$  396,889 
			=========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)BALANCE SHEET
	MARCH 31, 2007 AND 2006 SERIES 5
			2007
			----
			2006
			----ASSETS
			Current Assets:
			 Cash and Cash Equivalents
			 Investments in Securities
			 Receivable - Other
			  Total Current Assets
			 Investments in Project Partnerships, Net
			    Total Assets
			LIABILITIES AND PARTNERS' EQUITY (Deficit)
			Current Liabilities:
			 Payable to General Partners
			 Other Payable
			  Total Current Liabilities
			Long-Term Liabilities:
			 Payable to General Partners
			Partners' Equity (Deficit):
			Assignor Limited Partner
			 Units of limited partnership interest consisting of 40,000
			authorized BAC's, of which Series 5 had 8,616 at March 31, 2007 and
			2006 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, Series 5
			had 8,616 at March 31, 2007 and 2006, issued and outstanding
			General Partners
			  Total Partners' Equity (Deficit)
			    Total Liabilities and Partners' Equity (Deficit)
			$  175,920 
			101,509 
			0 
			-----------
			277,429 
			125,403 
			-----------
			$  402,832 
			===========
			$   78,583 
			0 
			-----------
			78,583 
			-----------
			603,864 
			-----------
			(275,580)
			(4,035)
			-----------
			(279,615)-----------
			$  402,832 
			===========
			$  262,439 
			93,086 
			912 
			-----------
			356,437 
			151,630 
			-----------
			$  508,067 
			===========
			$   77,770 
			3,650 
			-----------
			81,420 
			-----------
			511,577 
			-----------
			(82,842)
			(2,088)
			-----------
			(84,930)-----------
			$  508,067 
			=========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)BALANCE SHEET
	MARCH 31, 2007 AND 2006 SERIES 6
			2007
			----
			2006
			----ASSETS
			Current Assets:
			 Cash and Cash Equivalents
			 Investments in Securities
			  Total Current Assets
			 Investments in Project Partnerships, Net
			    Total Assets
			LIABILITIES AND PARTNERS' EQUITY (Deficit)
			Current Liabilities:
			 Payable to General Partners
			 Distribution Payable
			  Total Current Liabilities
			Long-Term Liabilities:
			 Payable to General Partners
			Partners' Equity (Deficit):
			Assignor Limited Partner
			 Units of limited partnership interest consisting of 40,000
			authorized BAC's, of which Series 6 had 10,105 at March 31, 2007 and
			2006 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, Series 6
			had 10,105 at March 31, 2007 and 2006, issued and outstanding
			General Partners
			  Total Partners' Equity (Deficit)
			    Total Liabilities and Partners' Equity (Deficit)
			$  193,964 
			280,406 
			-----------
			474,370 
			208,779-----------
			$  683,149 
			===========
			$   74,311 
			46 
			-----------
			74,357 
			-----------
			939,298 
			-----------
			(327,179)
			(3,327)
			-----------
			(330,506)
			-----------
			$  683,149===========
			$  463,580 
			78,370 
			-----------
			541,950 
			372,285-----------
			$  914,235 
			===========
			$   73,971 
			46 
			-----------
			74,017 
			-----------
			838,056 
			-----------
			2,162 
			0 
			-----------
			2,162 
			-----------
			$  914,235=========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)BALANCE SHEET
	MARCH 31, 2007 AND 2006 TOTAL SERIES 2 - 6
			2007
			----
			2006
			----ASSETS
			Current Assets:
			 Cash and Cash Equivalents
			 Investments in Securities
			 Receivable - Other
			 
			  Total Current Assets
			 Investments in Project Partnerships, Net
			    Total Assets
			LIABILITIES AND PARTNERS' EQUITY (Deficit)
			Current Liabilities:
			 Payable to General Partners
			 Distribution Payable
			 Deferred Gain on Sale of Project Partnerships
			 Other Payable
			  Total Current Liabilities
			Long-Term Liabilities:
			 Payable to General Partners
			Partners' Equity (Deficit):
			Assignor Limited Partner
			 Units of limited partnership interest consisting of 40,000
			authorized BAC's, of which Series 2-6 had 37,228 at March 31, 2007
			and 2006 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, Series
			2-6 had 37,228 at March 31, 2007 and 2006, issued and outstanding
			General Partners
			  Total Partners' Equity (Deficit)
			    Total Liabilities and Partners' Equity (Deficit)
			$1,132,915 
			816,092 
			128,500 
			-----------
			2,077,507 
			334,182-----------
			$2,411,689 
			===========
			$  317,633 
			376,063 
			128,050 
			0 
			-----------
			821,746 
			-----------
			3,483,050 
			-----------
			(1,827,367)
			(65,740)
			-----------
			(1,893,107)-----------
			$2,411,689 
			===========
			$1,534,787 
			371,369 
			912 
			-----------
			1,907,068 
			523,915-----------
			$2,430,983 
			===========
			$  312,171 
			46 
			0 
			27,010 
			-----------
			339,227 
			-----------
			3,089,480 
			-----------
			(824,217)
			(173,507)
			-----------
			(997,724)-----------
			$2,430,983 
			=========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF OPERATIONS
	FOR THE YEARS ENDED MARCH 31, SERIES 2
			2007
			----
			2006
			----
			2005
			----Revenues:
			 Distribution Income
			  Total Revenues
			Expenses:
			 Asset Management Fee-General Partner
			 General and Administrative:
			  General Partner
			  Other
			 Amortization
			  Total Expenses
			Loss Before Equity in Losses of Project  
			Partnerships and Other
			Income
			Equity in Losses of Project Partnerships
			Interest Income
			Net Loss
			Allocation of Net Loss:
			 Assignees
			 General Partners
			Net Loss Per Beneficial Assignee Certificate
			Number of Beneficial Assignee Certificates Outstanding
			$    15,209 
			-----------
			15,209 
			-----------
			67,315 
			61,537 
			19,652 
			0 
			-----------
			148,504 
			-----------
			(133,295)
			0 
			14,168 
			-----------
			$ (119,127)
			===========
			$ (117,936)
			(1,191)-----------
			$ (119,127)
			===========
			$   (19.22)
			===========
			6,136 
			===========
			$    7,263 
			-----------
			7,263 
			-----------
			67,609 
			47,681 
			28,551 
			699 
			-----------
			144,540 
			-----------
			(137,277)
			(32,092)
			12,970 
			-----------
			$ (156,399)
			===========
			$ (154,835)
			(1,564)-----------
			$ (156,399)
			===========
			$   (25.23)
			===========
			6,136 
			===========
			$13,938 
			-----------
			13,938 
			-----------
			67,609 
			32,074 
			11,930 
			697 
			-----------
			112,310 
			-----------
			(98,372)
			(10,911)
			11,763 
			-----------
			$  (97,520)
			===========
			$  (96,545)
			(975)-----------
			$  (97,520)
			===========
			$   (15.73)
			===========
			6,136 
			=========== See accompanying notes to financial statements.


---



GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF OPERATIONS
	FOR THE YEARS ENDED MARCH 31, Series 3
				2007
				----
				2006
				----
				2005
				----Revenues:
			 Distribution Income
			  Total Revenues
			Expenses:
			 Asset Management Fee-General Partner
			 General and Administrative:
			  General Partner
			  Other
			  Total Expenses
			Loss Before Equity in Income of Project  
			Partnerships and Other
			Income
			Equity in Income of Project Partnerships
			Gain on Sale of Project Partnerships
			Interest Income
			Net Income (Loss)
			Allocation of Net Income (Loss):
			 Assignees
			 General Partners
			Net Income (Loss) Per Beneficial Assignee Certificate
			Number of Beneficial Assignee Certificates Outstanding
			$  20,439 
			----------
			20,439 
			----------
			58,055 
			63,702 
			21,099 
			----------
			142,856 
			----------
			(122,417)
			490 
			412,624 
			15,265 
			----------
			$ 305,962 
			==========
			$ 255,563 
			50,399 
			----------
			$ 305,962 
			==========
			$   46.84 
			==========
			5,456 
			==========
			$  22,861 
			----------
			22,861 
			----------
			62,716 
			49,848 
			30,605 
			---------
			143,169 
			----------
			(120,308)
			0 
			0 
			12,030 
			----------
			$(108,278)
			==========
			$(107,195)
			(1,083)
			----------
			$(108,278)
			==========
			$  (19.65)
			==========
			5,456 
			==========
			$  18,781 
			----------
			18,781 
			----------
			62,717 
			33,531 
			10,716 
			----------
			106,964 
			----------
			(88,183)
			0 
			0 
			10,536 
			----------
			$ (77,647)
			==========
			$ (76,871)
			(776)
			----------
			$ (77,647)
			==========
			$  (14.09)
			==========
			5,456 
			========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF OPERATIONS
	FOR THE YEARS ENDED MARCH 31, SERIES 4
			2007
			----
			2006
			----
			2005
			----Revenues:
			 Distribution Income
			  Total Revenues
			Expenses:
			 Asset Management Fee - General Partner
			 General and Administrative:
			  General Partner
			  Other
			  Total Expenses
			Loss Before Equity in Income of Project  
			Partnerships and Other
			Income
			Equity in Income of Project Partnerships
			Gain on Sale of Project Partnerships
			Interest Income
			Net Income (Loss)
			Allocation of Net Income (Loss):
			 Assignees
			 General Partners
			Net Income (Loss) Per Beneficial Assignee
			Certificate
			Number of Beneficial Assignee Certificates Outstanding
			$  20,091 
			---------
			20,091 
			---------
			74,671 
			81,118 
			23,570 
			---------
			179,359 
			---------
			(159,268)
			0 
			62,740 
			17,252 
			---------
			$ (79,276)
			==========
			$(143,109)
			63,833 
			---------
			$ (79,276)
			==========
			$  (20.70)
			==========
			6,915==========
			$  18,473 
			---------
			18,473 
			---------
			77,205 
			62,853 
			33,151 
			---------
			173,209 
			---------
			(154,736)
			0 
			0 
			16,432 
			---------
			$(138,304)
			==========
			$(136,921)
			(1,383)
			---------
			$(138,304)
			==========
			$  (19.80)
			==========
			6,915==========
			$  16,181 
			---------
			16,181 
			---------
			77,205 
			42,279 
			13,260 
			---------
			132,744 
			---------
			(116,563)
			0 
			0 
			13,596 
			---------
			$(102,967)
			==========
			$(101,937)
			(1,030)
			---------
			$(102,967)
			==========
			$  (14.74)
			==========
			6,915========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF OPERATIONSFOR THE YEARS ENDED MARCH 31, SERIES 5
			2007
			----
			2006
			----
			2005
			----Revenues:
			 Distribution Income
			  Total Revenues
			Expenses:
			 Asset Management Fee - General Partner
			 General and Administrative:
			  General Partner
			  Other
			 Amortization
			  Total Expenses
			Loss Before Equity in Losses of Project  
			Partnerships and Other
			Income
			Equity in Income (Losses) of Project 
			Partnerships
			Gain on Sale of Project Partnerships
			Interest Income
			Net Income (Loss)
			Allocation of Net Income (Loss):
			 Assignees
			 General Partners
			Net Loss Per Beneficial Assignee
			Certificate
			Number of Beneficial Assignee Certificates Outstanding
			$ 26,812 
			----------
			26,812 
			----------
			92,287 
			97,901 
			24,984 
			15,436 
			----------
			230,608 
			----------
			(203,796)
			(5,528)
			0 
			14,639 
			----------
			$(194,685)
			==========
			(192,738)
			(1,947)
			----------
			$(194,685)
			==========
			$  (22.37)
			==========8,616==========
			$ 22,819 
			----------
			22,819 
			----------
			92,722 
			77,443 
			30,180 
			25,784 
			----------
			226,129 
			----------
			(203,310)
			(22,512)
			0 
			17,032 
			----------
			$(208,790)
			==========
			(206,702)
			(2,088)
			----------
			$(208,790)
			==========
			$  (23.99)
			==========8,616==========
			$ 27,663 
			----------
			27,663 
			----------
			92,722 
			52,484 
			17,788 
			2,005 
			----------
			164,999 
			----------
			(137,336)
			(21,348)
			157,126 
			16,711 
			----------
			$  15,153 
			==========
			(57,812)
			72,965 
			----------
			$  15,153 
			==========
			$   (6.71)
			==========8,616========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF OPERATIONS
	FOR THE YEARS ENDED MARCH 31, SERIES 6
			2007
			----
			2006
			----
			2005
			----Revenues:
			 Distribution Income
			  Total Revenues
			Expenses:
			 Asset Management Fee - General Partner
			 General and Administrative:
			  General Partner
			  Other
			 Amortization
			 Impairment of Investment in Project   
			 Partnerships
			  Total Expenses
			Loss Before Equity in Income (Losses) of Project Partnerships and
			Other Income
			Equity in Income (Losses) of Project 
			Partnerships
			Gain on Sale of Project Partnerships
			Interest Income
			Net Loss
			Allocation of Net Loss:
			 Assignees
			 General Partners
			Net Loss Per Beneficial Assignee
			Certificate
			Number of Beneficial Assignee Certificates Outstanding
			$  29,678 
			----------
			29,678 
			----------
			101,242 
			103,495 
			28,470 
			44,929 
			103,003 
			----------
			381,139 
			----------
			(351,461)
			(7,156)
			0 
			25,949 
			----------
			$(332,668)
			==========
			$(329,341)
			(3,327)
			----------
			$(332,668)
			==========
			$  (32.59)
			==========
			10,105==========
			$  26,354 
			----------
			26,354 
			----------
			101,592 
			81,777 
			26,202 
			39,001 
			 
			343,241 
			----------
			591,813 
			----------
			(565,459)
			(25,699)
			224,074 
			24,826 
			----------
			$(342,258)
			==========
			$(425,299)
			83,041 
			----------
			$(342,258)
			==========
			$  (42.09)
			==========
			10,105==========
			$  32,039 
			----------
			32,039 
			----------
			104,509 
			55,400 
			17,799 
			6,106 
			 
			0 
			----------
			183,814 
			----------
			(151,775)
			(65,236)
			0 
			18,302 
			----------
			$(198,709)
			==========
			$(196,722)
			(1,987)
			----------
			$(198,709)
			==========
			$  (19.47)
			==========
			10,105========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF OPERATIONS
	FOR THE YEARS ENDED MARCH 31, TOTAL SERIES 2 - 6
			2007
			----
			2006
			----
			2005
			----Revenues:
			 Distribution Income
			  Total Revenues
			Expenses:
			 Asset Management Fee-General Partner
			 General and Administrative:
			  General Partner
			  Other
			 Amortization
			 Impairment of Investment in Project   
			 Partnerships
			  Total Expenses
			Loss Before Equity in Income (Losses) of Project Partnerships and
			Other Income
			Equity in Income (Losses) of Project 
			Partnerships
			Gain on Sale of Project Partnerships
			Interest Income
			Net Loss
			Allocation of Net Loss:
			 Assignees
			 General Partners
			$   112,229 
			-----------
			112,229 
			-----------
			393,570 
			407,753 
			117,775 
			60,365 
			103,003 
			-----------
			1,082,466 
			-----------
			(970,237)
			(12,194)
			475,364 
			87,273 
			-----------
			$  (419,794)
			============
			$  (527,561)
			107,767------------
			$  (419,794)
			============
			$   97,770 
			-----------
			97,770 
			-----------401,844 
			319,602 
			148,689 
			65,484 
			343,241 
			-----------
			1,278,860 
			-----------
			(1,181,090)
			(80,303)
			224,074 
			83,290 
			-----------
			$  (954,029)
			============
			$(1,030,952)
			76,923------------
			$  (954,029)
			============
			$  108,602 
			-----------
			108,602 
			-----------404,762 
			215,768 
			71,493 
			8,808 
			0 
			-----------
			700,831 
			-----------
			(592,229)
			(97,495)
			157,126 
			70,908 
			-----------
			$  (461,690)
			============
			$  (529,887)
			68,197------------
			$  (461,690)
			============ See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
	FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005 SERIES 2
			Assignees
			---------
			General
			Partners
			--------
			Total
			-----Balance at March 31, 2004
			Net Loss
			Balance at March 31, 2005
			Net Loss
			Balance at March 31, 2006
			Net Loss
			Balance at March 31, 2007
			$  (30,215)
			(96,545)
			-----------
			(126,760)
			(154,835)
			-----------
			(281,595)
			(117,936)
			-----------
			$ (399,531)
			===========
			$  (54,648)
			(975)
			-----------
			(55,623)
			(1,564)
			-----------
			(57,187)
			(1,191)
			-----------
			$  (58,378)
			===========
			$  (84,863)
			(97,520)
			-----------
			(182,383)
			(156,399)
			-----------
			(338,782)
			(119,127)
			-----------
			$ (457,909)
			===========  STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
	FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005 SERIES 3
			Assignees
			---------
			General
			Partners
			--------
			Total
			-----Balance at March 31, 2004
			Net Loss
			Balance at March 31, 2005
			Net Loss
			Balance at March 31, 2006
			Net Income
			Distributions
			Balance at March 31, 2007
			$  (23,909)
			(76,871)
			-----------
			(100,780)
			(107,195)
			-----------
			(207,975)
			255,563 
			(412,845)
			-----------
			$ (365,257)
			===========
			$  (48,540)
			(776)
			-----------
			(49,316)
			(1,083)
			-----------
			(50,399)
			50,399 
			0 
			-----------
			$        0 
			===========
			$  (72,449)
			(77,647)
			-----------
			(150,096)
			(108,278)
			-----------
			(258,374)
			305,962 
			(412,845)
			-----------
			$ (365,257)
			===========  See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
	FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005 SERIES 4
			Assignees
			---------
			General
			Partners
			--------
			Total
			-----Balance at March 31, 2004
			Net Loss
			Balance at March 31, 2005
			Net Loss
			Balance at March 31, 2006
			Net Income (Loss)
			Distributions
			Balance at March 31, 2007
			$  (15,109)
			(101,937)
			-----------
			(117,046)
			(136,921)
			-----------
			(253,967)
			(143,109)
			(62,744)
			-----------
			$ (459,820)
			===========
			$ (61,420)
			(1,030)
			----------
			(62,450)
			(1,383)
			----------
			(63,833)
			63,833 
			0 
			-----------
			$        0 
			===========
			$  (76,529)
			(102,967)
			-----------
			(179,496)
			(138,304)
			-----------
			(317,800)
			(79,276)
			(62,744)
			-----------
			$ (459,820)
			===========  STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
	FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005 SERIES 5
			Assignees
			---------
			General
			Partners
			--------
			Total
			-----Balance at March 31, 2004
			Net Income (Loss)
			Distributions
			Balance at March 31, 2005
			Net Loss
			Balance at March 31, 2006
			Net Loss
			Balance at March 31, 2007
			$  338,798 
			(57,812)
			(157,126)
			-----------
			123,860 
			(206,702)
			-----------
			(82,842)
			(192,738)
			-----------
			$ (275,580)
			===========
			$ (72,965)
			72,965 
			0 
			----------
			0 
			(2,088)
			----------
			(2,088)
			(1,947)
			----------
			$  (4,035)
			==========
			$  265,833 
			15,153 
			(157,126)
			-----------
			123,860 
			(208,790)
			-----------
			(84,930)
			(194,685)
			-----------
			$ (279,615)
			===========  See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
	FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005 SERIES 6
			Assignees
			---------
			General
			Partners
			--------
			Total
			-----Balance at March 31, 2004
			Net Loss
			Balance at March 31, 2005
			Net Income (Loss)
			Distributions
			Balance at March 31, 2006
			Net Loss
			Balance at March 31, 2007
			$   848,257 
			(196,722)
			------------
			651,535 
			(425,299)
			(224,074)
			------------
			2,162 
			(329,341)
			------------
			$  (327,179)
			============
			$ (81,054)
			(1,987)
			----------
			(83,041)
			83,041 
			0 
			----------
			0 
			(3,327)
			----------
			$  (3,327)
			==========
			$  767,203 
			(198,709)
			-----------
			568,494 
			(342,258)
			(224,074)
			-----------
			2,162 
			(332,668)
			-----------
			$ (330,506)
			===========  STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
	FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005 TOTAL SERIES 2 - 6
			Assignees
			---------
			General
			Partners
			--------
			Total
			-----Balance at March 31, 2004
			Net Income (Loss)
			Distributions
			Balance at March 31, 2005
			Net Income (Loss)
			Distributions
			Balance at March 31, 2006
			Net Income (Loss)
			Distributions
			Balance at March 31, 2007
			$ 1,117,822 
			(529,887)
			(157,126)
			------------
			430,809 
			(1,030,952)
			(224,074)
			------------
			(824,217)
			(527,561)
			(475,589)
			------------
			$(1,827,367)
			============
			$(318,627)
			68,197 
			0 
			----------
			(250,430)
			76,923 
			0 
			----------
			(173,507)
			107,767 
			0 
			----------
			$ (65,740)
			==========
			$  799,195 
			(461,690)
			(157,126)
			-----------
			180,379 
			(954,029)
			(224,074)
			-----------
			(997,724)
			(419,794)
			(475,589)
			-----------
			$(1,893,107)
			===========  See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF CASH FLOWS
	FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005 SERIES 2
			--------
			2007
			----
			2006
			----
			2005
			----Cash Flows from Operating
			Activities:
			  Net Loss
			  Adjustments to Reconcile Net Loss to   
			  Net Cash Used in Operating
			Activities:
			    Amortization
			    Accreted Interest Income on      
			    Investments in Securities
			    Accreted Discount on Investments in       Securities
			    Equity in Losses of Project      
			    Partnerships
			    Distributions Included in Other      
			    Income
			    Changes in Operating Assets and     
			    Liabilities:
			      Increase in Interest Receivable
			      Increase in Payable to General        
			      Partners
			      (Decrease) Increase in Other        
			      Payable
			        Net Cash Used in Operating         Activities
			Cash Flows from Investing Activities:
			  Distributions Received from Project   
			  Partnerships
			  Redemption of Investment in Securities
			  Investment in Securities
			        Net Cash (Used in) Provided by         Investing Activities
			(Decrease) Increase in Cash and Cash 
			Equivalents
			Cash and Cash Equivalents at Beginning
			of Year
			Cash and Cash Equivalents at End of Year
			$(119,127)
			0 
			0 
			(509)
			0 
			(15,209)
			(2,120)
			67,716 
			(8,030)
			----------
			(77,279)
			----------
			15,209 
			66,276 
			(125,011)----------
			(43,526)
			----------
			(120,805)
			250,529----------
			$ 129,724 
			==========
			$(156,399)
			699 
			(4,927)
			0 
			32,092 
			(7,263)
			0 
			70,868 
			8,030 
			----------
			(56,900)
			----------
			8,863 
			63,562 
			0----------
			72,425 
			----------
			15,525 
			235,004----------
			$ 250,529 
			==========
			$(97,520)
			697 
			(9,361)
			0 
			10,911 
			(13,438)
			0 
			46,294 
			0 
			----------
			(62,417)
			----------
			15,038 
			61,299 
			0----------
			76,337 
			----------
			13,920 
			221,084----------
			$ 235,004 
			========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF CASH FLOWS
	FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005 SERIES 3
			-------
			2007
			----
			2006
			----
			2005
			----Cash Flows from Operating
			Activities:
			  Net Income (Loss)
			  Adjustments to Reconcile Net Income   
			  (Loss) to Net Cash Used in
			Operating   
			  Activities:
			    Accreted Interest Income on      
			     Investments in Securities
			    Accreted Discount on Investments in      Securities
			    Equity in Income of Project       
			     Partnerships
			    Gain on Sale of Project Partnerships
			    Distributions Included In Other     
			     Income
			    Changes in Operating Assets and     
			    Liabilities:
			      Increase in Interest Receivable
			      Increase in Payable to General        
			      Partners
			      (Decrease) Increase in Other        Payable
			        Net Cash Used in Operating         Activities
			Cash Flows from Investing Activities:
			  Distributions Received from Project   
			  Partnerships
			  Net Proceeds from Sale of Project   
			  Partnerships
			  Redemption of Investment in Securities
			  Investment in Securities
			        Net Cash Provided by Investing         Activities
			Cash Flows from Financing Activities:
			  Distributions Paid to Limited Partners
			        Net Cash Used in Financing         Activities
			Increase in Cash and Cash Equivalents
			Cash and Cash Equivalents at Beginning 
			of Year
			Cash and Cash Equivalents at End of Year
			Supplemental non-cash activities:
			Increase in Distribution Payable
			Distribution to Limited Partners
			Increase in Receivable - Other
			Proceeds from Sale of Project Partnership
			$ 305,962
			0 
			(509)
			(490)
			(412,624)
			(20,439)
			(2,120)
			60,504 
			(7,300)----------
			(77,016)
			----------
			20,439 
			412,964 
			58,952 
			(125,011)
			----------
			367,344 
			----------
			(99,572)
			----------
			(99,572)
			----------
			190,756 
			236,035----------
			$ 426,791 
			==========
			$ 313,273 
			(313,273)
			(44,000)
			44,000 
			----------
			$       0 
			==========
			$(108,278)
			(4,382)
			0 
			0 
			0 
			(22,861)
			0 
			66,312 
			7,300----------
			(61,909)
			----------
			22,861 
			0 
			56,536 
			0 
			----------
			79,397 
			----------
			0 
			----------
			0 
			----------
			17,488 
			218,547----------
			$ 236,035 
			==========
			$       0 
			0 
			0 
			0 
			----------
			$       0 
			==========
			$ (77,647)
			(8,327)
			0 
			0 
			0 
			(18,781)
			0 
			62,576 
			0----------
			(42,179)
			----------
			18,781 
			0 
			54,526 
			0 
			----------
			73,307 
			----------
			0 
			----------
			0 
			----------
			31,128 
			187,419----------
			$ 218,547 
			==========
			$       0 
			0 
			0 
			0 
			----------
			$       0 
			========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF CASH FLOWS
	FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005 SERIES 4
			--------
			2007
			----
			2006
			----
			2005
			----Cash Flows from Operating
			Activities:
			  Net Income (Loss)
			  Adjustments to Reconcile Net Income   
			  (Loss) to Net Cash Used in
			Operating   
			  Activities:
			    Accreted Interest Income on
			     Investments in Securities
			    Accreted Discount on Investments in      Securities
			    Equity in Income of Project      
			    Partnerships
			    Gain on Sale of Project Partnerships
			    Distributions Included In Other      
			    Income
			    Changes in Operating Assets and     
			    Liabilities:
			      Increase in Interest Receivable
			      Increase in Payable to General        
			      Partners
			      (Decrease) Increase in Other        
			      Payable
			        Net Cash Used in Operating         Activities
			Cash Flows from Investing Activities:
			  Distributions Received from Project   
			  Partnerships
			  Net Proceeds from Sale of Project   
			  Partnerships
			  Redemption of Investment in Securities
			  Investment in Securities
			        Net Cash (Used in) Provided by         Investing Activities
			(Decrease) Increase in Cash and Cash 
			Equivalents
			Cash and Cash Equivalents at Beginning 
			of Year
			Cash and Cash Equivalents at End of Year
			Supplemental non-cash activities:
			Increase in Distribution Payable
			Distribution to Limited Partners
			Increase in Receivable - Other
			Proceeds from Sale of Project Partnership
			$ (79,276)
			0 
			(713)
			0 
			(62,740)
			(20,091)
			(2,972)
			76,130 
			(8,030)----------
			(97,692)
			----------
			20,091 
			62,440 
			74,685 
			(175,212)
			----------
			(17,996)
			----------
			(115,688)
			322,204----------
			$ 206,516 
			==========
			$  62,744 
			(62,744)
			(84,500)
			84,500 
			----------
			$       0 
			==========
			$(138,304)
			(5,552)
			0 
			0 
			0 
			(18,473)
			0 
			81,955 
			8,030----------
			(72,344)
			----------
			18,473 
			0 
			71,628 
			0 
			----------
			90,101 
			----------
			17,757 
			304,447----------
			$ 322,204 
			==========
			$       0 
			0 
			0 
			0 
			----------
			$       0 
			==========
			$(102,967)
			(10,549)
			0 
			0 
			0 
			(16,173)
			0 
			75,400 
			0----------
			(54,289)
			----------
			16,173 
			0 
			69,078 
			0 
			----------
			85,251 
			----------
			30,962 
			273,485----------
			$ 304,447 
			==========
			$       0 
			0 
			0 
			0 
			----------
			$       0 
			========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF CASH FLOWS
	FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005 SERIES 5
			--------
			2007
			----
			2006
			----
			2005
			----Cash Flows from Operating
			Activities:
			  Net Loss
			  Adjustments to Reconcile Net Loss to   
			  Net Cash Used in Operating
			Activities:
			    Amortization
			    Accreted Interest Income on      
			     Investments in Securities
			    Accreted Discount on Investments in      Securities
			    Equity in Losses of Project      
			     Partnerships
			    Gain on Sale of Project Partnerships     Distributions Included
			in Other      
    Income
			    Changes in Operating Assets and     
			    Liabilities:
			     Increase in Interest Receivable
			     Decrease (Increase) in Receivable - Other
			     Increase in Payable to General Partners
			     (Decrease) Increase in Other Payable
			        Net Cash Used in Operating         Activities
			Cash Flows from Investing Activities:
			  Distributions Received from Project   
			  Partnerships
			  Proceeds from Sale of Project   
			  Partnerships 
			  Redemption of Investment in Securities
			  Investment in Securities
			        Net Cash Provided by Investing         Activities
			(Decrease) Increase in Cash and 
			Cash Equivalents
			Cash and Cash Equivalents at Beginning
			of Year
			Cash and Cash Equivalents at End of Year
			$(194,685)
			15,436 
			0 
			(405)
			5,528 
			0 
			(26,812)
			(1,686)
			912 
			93,100 
			(3,650)
			----------
			(112,262)
			----------
			32,075 
			0 
			93,086 
			(99,418)----------
			25,743----------
			(86,519)
			262,439 
			----------
			$ 175,920 
			==========
			$(208,790)
			25,784 
			(6,919)
			0 
			22,512 
			0 
			(22,819)
			0 
			(912)
			97,702 
			2,950 
			----------
			(90,492)
			----------
			25,298 
			0 
			89,273 
			0----------
			114,571----------
			24,079 
			238,360 
			----------
			$ 262,439 
			==========
			$  15,153 
			2,005 
			(13,147)
			0 
			21,348 
			(157,126)
			(27,063)
			0 
			0 
			(69,716)
			700 
			----------
			(227,846)
			----------
			30,934 
			0 
			86,098 
			0 
			----------
			117,032----------
			(110,814)
			349,174 
			----------
			$ 238,360 
			========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF CASH FLOWS
	FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005 SERIES 6
			-------
			2007
			----
			2006
			----
			2005
			----Cash Flows from Operating
			Activities:
			  Net Loss
			  Adjustments to Reconcile Net Loss to Net 
			  Cash Used in Operating
			Activities:
			    Amortization
			    Impairment of Investment in Project      Partnerships
			    Accreted Interest Income on      
			     Investments in Securities
			    Accreted Discount on Investments in      Securities
			    Equity in Losses of Project      
			     Partnerships
			    Gain on Sale of Project Partnerships
			    Distributions Included in Other      
			     Income
			    Changes in Operating Assets and     
			    Liabilities:
			     Increase in Interest Receivable
			     Decrease (Increase) in Receivable - Other
			     Increase in Payable to General Partners
			     (Decrease) Increase in Other Payable
			        Net Cash Used in Operating         Activities
			Cash Flows from Investing Activities:
			  Distributions Received from Project    Partnerships
			  Net Proceeds from Sale of Project    
			   Partnerships
			  Redemption of Investment in Securities
			  Investment in Securities
			        Net Cash (Used in) Provided by         Investing Activities
			Cash Flows from Financing Activities:
			  Distributions Paid to Limited Partners
			        Net Cash Used in Financing         Activities
			(Decrease) Increase in Cash and Cash Equivalents
			Cash and Cash Equivalents at Beginning
			of Year
			Cash and Cash Equivalents at End of Year
			$(332,668)
			44,929 
			103,003 
			(4,630)
			(1,117)
			7,156 
			0 
			(29,678)
			(4,659)
			0 
			101,582 
			0----------
			(116,082)
			----------
			38,096 
			0 
			83,000 
			(274,630)
			----------
			(153,534)
			----------
			0 
			----------
			0 
			----------
			(269,616)
			463,580----------
			$ 193,964 
			==========
			$(342,258)
			39,001 
			343,241 
			(9,931)
			0 
			25,699 
			(224,074)
			(26,354)
			0 
			700 
			106,984 
			(500)----------
			(87,492)
			----------
			27,275 
			224,074 
			79,000 
			0 
			----------
			330,349 
			----------
			(224,028)
			----------
			(224,028)
			----------
			18,829 
			444,751----------
			$ 463,580 
			==========
			$(198,709)
			6,106 
			0 
			(14,483)
			0 
			65,236 
			0 
			(32,039)
			0 
			(700)
			104,268 
			500----------
			(69,821)
			----------
			38,038 
			0 
			74,999 
			0 
			----------
			113,037 
			----------
			0 
			----------
			0 
			----------
			43,216 
			401,535----------
			$ 444,751 
			========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)STATEMENTS OF CASH FLOWS
	FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005 TOTAL SERIES 2 - 6
			------------------
			2007
			----
			2006
			----
			2005
			----Cash Flows from Operating
			Activities:
			  Net Loss
			  Adjustments to Reconcile Net Loss to   
			  Net Cash Used in Operating
			Activities:
			    Amortization
			    Impairment of Investment in Project      Partnerships
			    Accreted Interest Income on      
			     Investments in Securities
			    Accreted Discount on Investments in      Securities
			    Equity in Losses of Project      
			     Partnerships
			    Gain on Sale of Project Partnerships
			    Distributions Included in Other Income
			    Changes in Operating Assets and     
			    Liabilities:
			     Increase in Interest Receivable
			     Decrease (Increase) in Receivable - Other
			     Increase in Payable to General Partners
			     (Decrease) Increase in Other Payable
			        Net Cash Used in Operating         
			        Activities
			Cash Flows from Investing Activities:
			  Distributions Received from Project   
			  Partnerships
			  Net Proceeds from Sale of Project   
			  Partnerships
			  Redemption of Investment in Securities
			  Investment in Securities
			        Net Cash Provided by Investing         Activities
			Cash Flows from Financing Activities:
			  Distributions Paid to Limited Partners
			        Net Cash Used in Financing         
			        Activities
			(Decrease) Increase in Cash and Cash Equivalents
			Cash and Cash Equivalents at Beginning
			of Year
			Cash and Cash Equivalents at End of Year
			Supplemental non-cash activities:
			Increase in Distribution Payable
			Distribution to Limited Partners
			Increase in Receivable - Other
			Proceeds from Sale of Project Partnerships
			$(419,794)
			60,365 
			103,003 
			(4,630)
			(3,253)
			12,194 
			(475,364)
			(112,229)
			(13,557)
			912 
			399,032 
			(27,010)
			-----------
			(480,331)
			-----------
			125,910 
			475,404 
			375,999 
			(799,282)-----------
			178,031 
			-----------
			(99,572)
			-----------
			(99,572)
			-----------
			(401,872)
			1,534,787-----------
			$1,132,915 
			===========
			$ 376,017 
			(376,017)
			(128,500)
			128,500 
			----------
			$       0 
			==========
			$(954,029)
			65,484 
			343,241 
			(31,711)
			0 
			80,303 
			(224,074)
			(97,770)
			0 
			(212)
			423,821 
			25,810 
			-----------
			(369,137)
			-----------
			102,770 
			224,074 
			359,999 
			0-----------
			686,843 
			-----------
			(224,028)
			-----------
			(224,028)
			-----------
			93,678 
			1,441,109-----------
			$1,534,787 
			===========
			$       0 
			0 
			0 
			0 
			----------
			$       0 
			==========
			$(461,690)
			8,808 
			0 
			(55,867)
			0 
			97,495 
			(157,126)
			(107,494)
			0 
			(700)
			218,822 
			1,200 
			-----------
			(456,552)
			-----------
			118,964 
			0 
			346,000 
			0-----------
			464,964 
			-----------
			0 
			-----------
			0 
			-----------
			8,412 
			1,432,697-----------
			$ 1,441,109 
			===========
			$       0 
			0 
			0 
			0 
			----------
			$       0 
			========== See accompanying notes to financial statements.


---

GATEWAY TAX CREDIT FUND II LTD.(A
	Florida Limited Partnership)NOTES TO FINANCIAL STATEMENTS
	MARCH 31, 2007, 2006 AND 2005 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.  Each Series has invested, as a limited
	partner, in other limited partnerships ("Project Partnerships") each of
	which owns and operates one or more apartment complexes eligible for
	Low-Income Housing Tax Credits ("Tax Credits"), provided for in Section 42
	of the Internal Revenue Code of 1986.  Gateway will terminate on
	December 31, 2040, or sooner, in accordance with the terms of the limited
	partnership agreement (the "Agreement").  As of March 31, 2007, 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.
	   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, 2007.  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 are allocated
	as formulated in the 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 limited partner in Project
	Partnerships ("Investments in Project Partnerships"),using the equity method of accounting, because management believes that
	Gateway does not have a majority control of the major operating and
	financial policies of the Project Partnerships in which it invests,and reports the equity in losses of the Project Partnerships on a 3-month
	lag in the Statements of Operations.  Under the equity method, the
	Investments in Project Partnerships initially include:
	   1) Gateway's capital contribution,
	   2) Acquisition fees paid to the General Partner for services rendered in
	selecting       
      properties for acquisition, and
	   3) Acquisition expenses including legal fees, travel and other
	miscellaneous costs       
      relating to acquiring properties.
	Quarterly the Investments in Project Partnerships are increased or decreased
	as follows:
	   1) Increased for equity in income or decreased for equity in losses of
	the Project       
	      Partnerships,
	   2) Decreased for cash distributions received from the Project
	Partnerships, and
	   3) Decreased for the amortization of the acquisition fees and expenses.For the fiscal year ended March 31,
	2006, Gateway changed the period over which the intangible acquisition fees
	and expenses are amortized.  In all prior years, the period in which
	such intangible assets had been amortized was 35 years.  In the fiscal
	year ended March 31, 2006, this amortization period was changed to 15 years
	to better approximate the period over which the benefits of these
	investments are realized.  As a result of this change in estimate, an
	additional


---



NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):amortization expense of $23,779 for Series 5 and $33,465
	for Series 6, or a total of $57,244 for all Series of Gateway, was
	recognized during the year-ended March 31, 2006, as compared to the
	amortization expense amount which would have been realized had the estimated
	amortization period not changed during the year. 
	The amortization expense is shown 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.  Any cash distributions
	received from Project Partnerships which have a zero investment balance are
	accounted for as distribution income in the period the cash distribution is
	received by Gateway.
	   Gateway reviews its
	investments in Project Partnerships to determine if there has been any
	permanent impairment whenever events or changes in circumstances indicate
	that the carrying amount of the investment may not be recoverable.  If
	the sum of the expected future cash flows is less than the carrying amount
	of the investment, Gateway recognizes an impairment loss.  For the
	fiscal years ended March 31, 2007 and 2006, impairment expense was
	recognized in the Statement of Operations in Series 6 in the total amount of
	$103,003 and $343,241, respectively.  There was no impairment expense
	in fiscal year 2005.  Refer to Note 5 - Investment in Project
	Partnerships for further details regarding the components of the Investment
	in Project Partnership balance.
	   Gateway, as a limited partner in the Project Partnerships, is subject to
	risks inherent in the ownership of property which are beyond its control,
	such as fluctuations in occupancy rates and operating expenses, variations
	in rental schedules, proper maintenance and continued eligibility of tax
	credits.  If the cost of operating a property exceeds the rental income
	earned thereon, Gateway may deem it in its best interest to voluntarily
	provide funds in order to protect its investment.  However, Gateway
	does not guarantee any of the mortgages or other debt of the Project
	Partnerships.  No such funding to Project Partnership's occurred during
	fiscal year 2007, 2006 or 2005.Variable Interest Entities
	   In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN46"),
	"Consolidation of Variable Interest Entities, an Interpretation of ARB No.
	51" which was subsequently revised in December, 2003.  Gateway has
	adopted FIN 46 and applied its requirements to all Project Partnerships in
	which Gateway held an interest.  Generally, a variable interest entity,
	or VIE, is an entity with one or more of the following characteristics, (a)
	the total equity investment at risk is not sufficient to permit the entity
	to finance its activities without additional subordinated financial support;
	(b) as a group the holders of the equity investment at risk lack (i) the
	ability to make decisions about an entity's activities through voting or
	similar rights, (ii) the obligation to absorb the expected losses of the
	entity; or (c) the equity investors have voting rights that are not
	proportional to their economic interests and substantially all of the
	entity's activities either involve, or are conducted on behalf of, an
	investor that has disproportionately few voting rights.  FIN 46
	requires a VIE to be consolidated in the financial statements of the entity
	that is determined to be the primary beneficiary of the VIE.  The
	primary beneficiary, as is applicable to Gateway's circumstances, is the
	party in the Project Partnership equity group that is most closely
	associated with the Project Partnership.
	   Gateway holds variable interests in 134 VIEs, which consist of Project
	Partnerships, of which Gateway is not the primary beneficiary.  Two of
	Gateway's Project Partnership investments were determined not to be VIEs. 
	Gateway's maximum exposure to loss as a result of its involvement with
	unconsolidated VIEs is limited to Gateway's recorded investments in and
	receivables from those VIEs, which is approximately $334,182 at March 31,
	2007.  Gateway may be subject to additional losses to the extent of any
	financial support that Gateway voluntarily provides to those Project
	Partnerships in the future.Cash and Cash Equivalents   Gateway's policy is 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 whose investment advisor is a wholly-owned subsidiary of Raymond
	James Financial, Inc.


---

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):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   Gateway applies 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 and U.S. Treasury Notes) until maturity and to use these assets to
	fund Gateway's ongoing operations. The U.S. Treasury Notes are carried at
	amortized cost, which approximates market value, and are adjusted for
	amortization of premiums and accretion of discounts to maturity.  Such
	adjustments are included in Interest Income.  Interest income is
	recognized ratably on the U.S. Government Strips using the effective yield
	to maturity.  As of March 31, 2007, Investment in Securities on the
	Balance Sheet consisted entirely of U.S. Treasury Notes.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, certain prior year amounts have been reclassified,
	where appropriate, to conform with the financial statement presentation used
	in 2007.NOTE 3 - INVESTMENT IN SECURITIES:   The March 31, 2007 Balance Sheet includes Investment in Securities
	consisting of U.S. Treasury Notes which represents their cost, plus accreted
	interest income and discounts of $2,969 for Series 2, $2,969 for Series 3,
	$3,685 for Series 4, $2,091 for Series 5 and $5,776 for Series 6.  The
	Investment in Securities are commonly held in a brokerage account maintained
	at Raymond James and Associates, Inc., an affiliate of the General Partners. 
	A separate accounting is maintained for each series' share of the
	investments. Estimated Market
			Value     
			----------------
			Cost Plus
			Accreted
			Interest and   
			Discounts    
			-----------------
			Gross
			Unrealized 
			Gains and (Losses)
			------------------Series 2
			$   126,549
			$   127,640
			$   (1,091)Series 3
			126,549
			127,640
			(1,091)Series 4
			177,368
			178,897
			(1,529)Series 5
			100,641
			101,509
			(868)Series 6
			278,010
			280,406
			(2,396) As of March 31, 2007, the cost plus accreted interest and discounts of debt
	securities by contractual maturities is as follows: Series 2
			--------
			Series 3
			--------
			Series 4
			--------Due within 1 year
			$  127,640
			$  127,640
			$  178,897After 1 year through 5 years
			0
			---------
			0
			---------
			0
			---------Total Amount
			Carried on Balance Sheet
			$  127,640
			=========
			$  127,640
			=========
			$  178,897
			=========  Series 5
			--------
			Series 6
			--------
			Total
			--------Due within 1 year
			$   101,509
			$   280,406
			$  816,092After 1 year through 5 years
			0
			----------
			0
			----------
			0
			----------Total Amount Carried on Balance Sheet
			$   101,509
			==========
			$   280,406
			==========
			$  816,092
			==========


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.   For the years ended March 31, 2007, 2006 and 2005 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. 2007
			----
			2006
			----
			2005
			----Series 2
			$  67,315
			$  67,609
			$  67,609Series 3
			58,055
			62,716
			62,717Series 4
			74,671
			77,205
			77,205Series 5
			92,287
			92,722
			92,722Series 6
			101,242
			---------
			101,592
			---------
			104,509
			---------Total
			$ 393,570
			=========
			$ 401,844
			=========
			$ 404,762
			========= General and Administrative Expenses - The Managing General Partner is
	reimbursed for general and administrative expenses of Gateway on an
	accountable basis.  This expense is included in the Statements of
	Operations. 2007
			----
			2006
			----
			2005
			----Series 2
			$  61,537
			$  47,681
			$  32,074Series 3
			63,702
			49,848
			33,531Series 4
			81,118
			62,853
			42,279Series 5
			97,901
			77,443
			52,484Series 6
			103,495
			--------
			81,777
			--------
			55,400
			--------Total
			$407,753
			$319,602
			$215,768========
			========
			======== Total unpaid asset management fees and administrative expenses payable to
	the General Partners, which are included on the Balance Sheet as of March
	31, 2007 and 2006 are as follows. March 31, 2007
			--------------
			March 31, 2006
			--------------Series 2
			$  715,273
			$  647,557Series 3
			606,565
			546,061Series 4
			782,789
			706,659Series 5
			682,447
			589,347Series 6
			1,013,609 
			-----------
			912,027 
			-----------Total
			$3,800,683 
			===========
			$3,401,651 
			===========


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:SERIES
	2
	   As of March 31, 2007, the Partnership had acquired a 99% interest in the
	profits, losses and Tax Credits as a limited partner in 22 Project
	Partnerships which own and operate government assisted multi-family housing
	complexes.  Cash flows from operations are allocated according to each
	Partnership agreement.  Upon dissolution, proceeds will be distributed
	according to each Partnership agreement.
	   The following is a summary of Investments in Project Partnerships as of: MARCH 31, 2007
			--------------
			MARCH 31, 2006
			--------------Capital Contributions to Project
			Partnerships and purchase price paid for limited partner interests
			in Project Partnerships
			Cumulative equity in losses of Project 
			Partnerships (1) 
			Cumulative distributions received from Project 
			Partnerships
			Investment in Project Partnerships before 
			Adjustment
			Excess of investment cost over the underlying assets acquired:
			 Acquisition fees and expenses
			 Accumulated amortization of acquisition fees and  
			 expenses
			Investments in Project Partnerships
			$ 4,524,678 
			(4,742,761)
			(87,605)
			-----------
			(305,688)
			390,838 
			(85,150)
			-----------
			$        0 
			===========
			$ 4,524,678 
			(4,742,761)
			(87,605)
			-----------
			(305,688)
			390,838 
			(85,150)
			-----------
			$        0 
			=========== (1) In accordance with the Partnership's accounting policy to not carry
	Investments in Project Partnerships below zero, cumulative suspended losses
	of $6,160,318 for the year ended March 31, 2007 and cumulative suspended
	losses of $5,632,737 for the year ended March 31, 2006 are not included.


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):SERIES
	3
	   As of March 31, 2007, the Partnership had acquired a 99% interest in the
	profits, losses and Tax Credits as a limited partner in 17 Project
	Partnerships which own and operate government assisted multi-family housing
	complexes.  Cash flows from operations are allocated according to each
	Partnership agreement.  Upon dissolution, proceeds will be distributed
	according to each Partnership agreement.
	   The following is a summary of Investments in Project Partnerships as of: MARCH 31, 2007
			--------------
			MARCH 31, 2006
			--------------Capital Contributions to Project
			Partnerships and purchase price paid for limited partner interests
			in Project Partnerships
			Cumulative equity in losses of Project 
			Partnerships (1) 
			Cumulative distributions received from Project 
			Partnerships
			Investment in Project Partnerships before A
			djustment
			Excess of investment cost over the underlying assets acquired:
			 Acquisition fees and expenses
			 Accumulated amortization of acquisition fees and  
			expenses
			Investments in Project Partnerships
			$ 2,866,874 
			(3,060,820)
			(116,035)
			-----------
			(309,981)
			365,375 
			(55,394)
			-----------
			$         0 
			============
			$ 3,888,713 
			(4,133,478)
			(164,417)
			-----------
			(409,182)
			491,746 
			(82,564)
			-----------
			$         0 
			============ (1) In accordance with the Partnership's accounting policy to not carry
	Investments in Project Partnerships below zero, cumulative suspended losses
	of $5,412,602 for the year ended March 31, 2007 and cumulative suspended
	losses of $6,446,347 for the year ended March 31, 2006 are not included.


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):SERIES
	4
	   As of March 31, 2007, the Partnership had acquired a 99% interest in the
	profits, losses and Tax Credits as a limited partner in 25 Project
	Partnerships which own and operate government assisted multi-family housing
	complexes.  Cash flows from operations are allocated according to each
	Partnership agreement.  Upon dissolution, proceeds will be distributed
	according to each Partnership agreement.
	   The following is a summary of Investments in Project Partnerships as of: MARCH 31, 2007
			--------------
			MARCH 31, 2006
			--------------Capital Contributions to Project
			Partnerships and purchase price paid for limited partner interests
			in Project Partnerships
			Cumulative equity in losses of Project 
			Partnerships (1) 
			Cumulative distributions received from Project 
			Partnerships
			Investment in Project Partnerships before 
			Adjustment
			Excess of investment cost over the underlying assets acquired:
			 Acquisition fees and expenses
			 Accumulated amortization of acquisition fees  
			 and expenses
			Investments in Project Partnerships
			$ 4,273,215 
			(4,545,684)
			(96,180)
			-----------
			(368,649)
			466,220 
			(97,571)
			-----------
			$        0 
			===========
			$ 4,952,519 
			(5,268,905)
			(124,819)
			-----------
			(441,205)
			562,967 
			(121,762)
			-----------
			$        0 
			=========== 1) In accordance with the Partnership's accounting policy to not carry
	Investments in Project Partnerships below zero, cumulative suspended losses
	of $5,924,461 for the year ended March 31, 2007 and cumulative suspended
	losses of $5,604,678 for the year ended March 31, 2006 are not included.


NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):SERIES
	5
	   As of March 31, 2007, the Partnership had acquired a 99% interest in the
	profits, losses and Tax Credits as a limited partner in 35 Project
	Partnerships which own and operate government assisted multi-family housing
	complexes.  Cash flows from operations are allocated according to each
	Partnership agreement.  Upon dissolution, proceeds will be distributed
	according to each Partnership agreement.
	   The following is a summary of Investments in Project Partnerships as of: MARCH 31, 2007
			--------------
			MARCH 31, 2006
			--------------Capital Contributions to Project
			Partnerships and purchase price paid for limited partner interests
			in Project Partnerships
			Cumulative equity in losses of Project 
			Partnerships (1) 
			Cumulative distributions received from Project 
			Partnerships
			Investment in Project Partnerships before 
			Adjustment
			Excess of investment cost over the underlying 
			assets acquired:
			 Acquisition fees and expenses
			 Accumulated amortization of acquisition fees and  
			expenses
			Investments in Project Partnerships
			$ 6,010,273 
			(6,132,734)
			(204,351)
			-----------
			(326,812)
			632,419 
			(180,204)
			-----------
			$   125,403 
			============
			$ 6,010,273 
			(6,127,206)
			(199,089)
			-----------
			(316,022)
			632,419 
			(164,767)
			-----------
			$   151,630 
			============ (1) In accordance with the Partnership's accounting policy to not carry
	Investments in Project Partnerships below zero, cumulative suspended losses
	of $7,065,462 for the year ended March 31, 2007 and cumulative suspended
	losses of $6,332,840 for the year ended March 31, 2006 are not included.


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):SERIES
	6
	   As of March 31, 2007, the Partnership had acquired a 99% interest in the
	profits, losses and Tax Credits as a limited partner in 37 Project
	Partnerships which own and operate government assisted multi-family housing
	complexes.  Cash flows from operations are allocated according to each
	Partnership agreement.  Upon dissolution, proceeds will be distributed
	according to each Partnership agreement.
	   The following is a summary of Investments in Project Partnerships as of: MARCH 31, 2007
			--------------
			MARCH 31, 2006
			--------------Capital Contributions to Project
			Partnerships and purchase 
			price paid for limited partner interests
			in Project 
			Partnerships
			Cumulative equity in losses of Project 
			Partnerships (1)
			Cumulative distributions received from Project 
			Partnerships
			Investment in Project Partnerships before 
			Adjustment
			Excess of investment cost over the underlying assets 
			acquired:
			 Acquisition fees and expenses
			 Accumulated amortization of acquisition fees and  
			 expenses
			Impairment of Investment in Project Partnerships
			Investments in Project Partnerships
			$ 7,250,034 
			(6,853,010)
			(226,728)
			-----------
			170,296 
			768,912 
			(284,185)
			(446,244)
			-----------
			$   208,779 
			============
			$ 7,250,034 
			(6,845,853)
			(218,311)
			-----------
			185,870 
			768,912 
			(239,256)
			(343,241)
			-----------
			$   372,285 
			============ (1) In accordance with the Partnership's accounting policy to not carry
	Investments in Project Partnerships below zero, cumulative suspended losses
	of $4,856,648 for the year ended March 31, 2007 and cumulative suspended
	losses of $4,294,234 for the year ended March 31, 2006 are not included.


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):TOTAL
	SERIES 2 - 6
	   The following is a summary of Investments in Project Partnerships: MARCH 31, 2007
			--------------
			MARCH 31, 2006
			--------------Capital Contributions to Project
			Partnerships and purchase price paid for limited partner interests
			in Project Partnerships
			Cumulative equity in losses of Project 
			Partnerships
			Cumulative distributions received from Project 
			Partnerships
			Investment in Project Partnerships before 
			Adjustment
			Excess of investment cost over the underlying assets acquired:
			 Acquisition fees and expenses
			 Accumulated amortization of acquisition fees  
			 and expenses
			Impairment of Investment in Project Partnerships
			Investments in Project Partnerships
			$ 24,925,074 
			(25,335,009)
			(730,899)
			-----------
			(1,140,834)
			2,623,764 
			(702,504)
			(446,244)
			-----------
			$  334,182 
			===========
			$ 26,626,217 
			(27,118,203)
			(794,241)
			-----------
			(1,286,227)
			2,846,882 
			(693,499)
			(343,241)
			-----------
			$  523,915 
			===========


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):In
	accordance with Gateway'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 December 31
	of each year: DECEMBER
			31,SERIES 2
			2006
			----
			2005
			----
			2004
			----SUMMARIZED BALANCE SHEETS
			Assets:
			  Current assets
			  Investment properties, net
			  Other assets
			    Total assets
			Liabilities and Partners' Equity:
			  Current liabilities
			  Long-term debt
			    Total liabilities
			Partners' deficit
			  Limited Partner
			  General Partners
			    Total Partners' deficit
			    Total liabilities and
			    partners' deficit
			SUMMARIZED STATEMENTS OF OPERATIONS
			Rental and other income
			Expenses:
			  Operating expenses
			  Interest expense
			  Depreciation and amortization
			    Total expenses
			      Net loss
			Other partners' share of net loss
			Gateway's share of net loss
			Suspended losses
			Equity in Losses of Project Partnerships
			$ 2,213,621 
			14,180,401 
			1,676 
			------------
			$16,395,698 
			============
			$   559,702 
			22,550,086 
			------------
			23,109,788 
			------------
			(6,543,604)
			(170,486)
			------------
			(6,714,090)
			------------
			$16,395,698 
			============
			$ 4,556,821 
			------------
			2,202,862 
			2,000,437 
			886,432 
			------------
			5,089,731 
			------------
			$ (532,910)
			============
			$   (5,329)
			============
			$ (527,581)
			527,581 
			------------
			$        0 
			============
			$ 2,097,770 
			14,995,365 
			770 
			------------
			$17,093,905 
			============
			$   583,236 
			22,653,237 
			------------
			23,236,473 
			------------
			(5,999,431)
			(143,137)
			------------
			(6,142,568)
			------------
			$17,093,905 
			============
			$ 4,432,488 
			------------
			2,194,634 
			2,006,234 
			875,459 
			------------
			5,076,327 
			------------
			$ (643,839)
			============
			$   (6,439)
			============
			$ (637,400)
			605,308 
			------------
			$  (32,092)
			============
			$ 1,968,967 
			15,779,910 
			770 
			------------
			$17,749,647 
			============
			$   483,214 
			22,746,522 
			------------
			23,229,736 
			------------
			(5,354,226)
			(125,863)
			------------
			(5,480,089)
			------------
			$17,749,647 
			============
			$ 4,270,346 
			------------
			2,079,978 
			2,007,179 
			869,716 
			------------
			4,956,873 
			------------
			$ (686,527)
			============
			$   (6,865)
			============
			$ (679,662)
			668,751 
			------------
			$  (10,911)
			============ As of December 31, 2006, the largest Project Partnership constituted 11.8%
	and 14.0%, and as of December 31, 2005 the largest Project Partnership
	constituted 12.2% and 14.0% of the combined total assets by series and
	combined total revenues by series, respectively.


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):In
	accordance with Gateway'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 December 31
	of each year: DECEMBER
			31,SERIES 3
			2006
			----
			2005
			----
			2004
			----SUMMARIZED BALANCE SHEETS
			Assets:
			  Current assets
			  Investment properties, net
			  Other assets
			    Total assets
			Liabilities and Partners' Equity:
			  Current liabilities
			  Long-term debt
			    Total liabilities
			Partners' equity (deficit)
			  Limited Partner
			  General Partners
			    Total Partners' equity (deficit)
			    Total liabilities and
			    partners' equity
			SUMMARIZED STATEMENTS OF OPERATIONS
			Rental and other income
			Expenses:
			  Operating expenses
			  Interest expense
			  Depreciation and amortization
			    Total expenses
			      Net loss
			Other partners' share of net loss
			Gateway's share of net loss
			Suspended losses
			Equity in Income of Project Partnerships
			$ 1,904,835 
			7,844,423 
			30,170 
			-----------
			$ 9,779,428 
			===========
			$   296,133 
			15,224,112 
			-----------
			15,520,245 
			-----------
			(6,019,771)
			278,954 
			-----------
			(5,740,817)
			-----------
			$ 9,779,428 
			============
			$ 3,345,693 
			-----------
			1,609,096 
			1,342,779 
			731,144 
			-----------
			3,683,019 
			-----------
			$  (337,326)
			============
			$    (3,378)
			============
			$  (333,948)
			334,438 
			-----------
			$       490 
			============
			$ 2,653,096 
			12,036,053 
			158,818 
			-----------
			$14,847,967 
			===========
			$   498,630 
			21,307,645 
			-----------
			21,806,275 
			-----------
			(7,286,069)
			327,761 
			-----------
			(6,958,308)
			-----------
			$14,847,967 
			============
			$ 4,412,036 
			-----------
			2,094,632 
			1,957,438 
			965,926 
			-----------
			5,017,996 
			-----------
			$  (605,960)
			============
			$   (10,373)
			============
			$  (595,587)
			595,587 
			-----------
			$         0 
			============
			$ 2,560,603 
			12,872,999 
			166,839 
			-----------
			$15,600,441 
			===========
			$   508,518 
			21,412,108 
			-----------
			21,920,626 
			-----------
			(6,676,166)
			355,981 
			-----------
			(6,320,185)
			-----------
			$15,600,441 
			============
			$ 4,301,073 
			-----------
			2,100,539 
			1,967,487 
			973,367 
			-----------
			5,041,393 
			-----------
			$  (740,320)
			============
			$   (12,676)
			============
			$  (727,644)
			727,644 
			-----------
			$         0 
			============ As of December 31, 2006, the largest Project Partnership constituted 13.0%
	and 5.8%, and as of December 31, 2005 the largest Project Partnership
	constituted 8.7% and 6.7% of the combined total assets by series and
	combined total revenues by series, respectively.


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):In
	accordance with Gateway'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 December 31
	of each year: DECEMBER
			31,SERIES 4
			2006
			----
			2005
			----
			2004
			----SUMMARIZED BALANCE SHEETS
			Assets:
			  Current assets
			  Investment properties, net
			  Other assets
			    Total assets
			Liabilities and Partners' Equity:
			  Current liabilities
			  Long-term debt
			    Total liabilities
			Partners' equity (deficit)
			  Limited Partner
			  General Partners
			    Total Partners' equity (deficit)
			    Total liabilities and 
			    partners' equity
			SUMMARIZED STATEMENTS OF OPERATIONS
			Rental and other income
			Expenses:
			  Operating expenses
			  Interest expense
			  Depreciation and amortization
			    Total expenses
			      Net loss
			Other partners' share of net loss
			Gateway's share of net loss
			Suspended losses
			Equity in Losses of Project Partnerships
			$ 2,090,839 
			15,571,596 
			28,137 
			-----------
			$17,690,572 
			===========
			$   965,479 
			22,405,799 
			-----------
			23,371,278 
			-----------
			(6,383,645)
			702,939 
			-----------
			(5,680,706)
			-----------
			$17,690,572 
			============
			$ 4,469,730 
			-----------
			2,430,631 
			1,738,893 
			921,420 
			-----------
			5,090,944 
			-----------
			$  (621,214)
			===========
			$   (28,655)
			===========
			$  (592,559)
			592,559 
			-----------
			$        0 
			===========
			$ 2,373,954 
			19,168,917 
			34,344 
			-----------
			$21,577,215 
			===========
			$   970,492 
			26,080,239 
			-----------
			27,050,731 
			-----------
			(6,140,112)
			666,596 
			-----------
			(5,473,516)
			-----------
			$21,577,215 
			============
			$ 5,161,594 
			-----------
			2,637,778 
			2,189,427 
			1,044,298 
			-----------
			5,871,503 
			-----------
			$  (709,909)
			===========
			$   (25,473)
			===========
			$  (684,436)
			684,436 
			-----------
			$        0 
			===========
			$ 2,310,917 
			20,049,998 
			33,120 
			-----------
			$22,394,035 
			===========
			$   910,446 
			26,191,312 
			-----------
			27,101,758 
			-----------
			(5,435,023)
			727,300 
			-----------
			(4,707,723)
			-----------
			$22,394,035 
			============
			$ 4,938,004 
			-----------
			2,576,638 
			2,138,281 
			1,045,249 
			-----------
			5,760,168 
			-----------
			$  (822,164)
			===========
			$   (15,617)
			===========
			$  (806,547)
			806,547 
			-----------
			$        0 
			=========== As of December 31, 2006, the largest Project Partnership constituted 9.1%
	and 5.6%, and as of December 31, 2005 the largest Project Partnership
	constituted 7.8% and 5.8% of the combined total assets by series and
	combined total revenues by series, respectively.


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):In accordance with Gateway'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
	December 31 of each year: DECEMBER
			31,SERIES 5
			2006
			----
			2005
			----
			2004
			----SUMMARIZED BALANCE SHEETS
			Assets:
			  Current assets
			  Investment properties, net
			  Other assets
			    Total assets
			Liabilities and Partners' Equity:
			  Current liabilities
			  Long-term debt
			    Total liabilities
			Partners' deficit
			  Limited Partner
			  General Partners
			    Total Partners' deficit
			    Total liabilities and     
			    partners' deficit
			SUMMARIZED STATEMENTS OF OPERATIONS
			Rental and other income
			Expenses:
			  Operating expenses
			  Interest expense
			  Depreciation and amortization
			    Total expenses
			      Net loss
			Other partners' share of net loss
			Gateway's share of net loss
			Suspended losses
			Equity in Losses of Project Partnerships
			$ 3,526,899 
			20,498,625 
			4,705 
			-----------
			$24,030,229 
			============
			$   757,056 
			31,099,840 
			-----------
			31,856,896 
			-----------
			(7,456,075)
			(370,592)
			-----------
			(7,826,667)
			-----------
			$24,030,229 
			============
			$ 6,297,579 
			-----------
			3,299,478 
			2,523,667 
			1,220,039 
			-----------
			7,043,184 
			-----------
			$  (745,605)
			============
			$    (7,456)
			============
			$  (738,149)
			732,621 
			-----------
			$    (5,528)
			============
			$ 3,285,139 
			21,704,303 
			4,245 
			-----------
			$24,993,687 
			============
			$   779,213 
			31,256,580 
			-----------
			32,035,793 
			-----------
			(6,681,292)
			(360,814)
			-----------
			(7,042,106)
			-----------
			$24,993,687 
			============
			$ 6,113,199 
			-----------
			3,049,363 
			2,591,786 
			1,203,506 
			-----------
			6,844,655 
			-----------
			$  (731,456)
			============
			$    (7,315)
			============
			$  (724,141)
			701,629 
			-----------
			$   (22,512)
			============
			$ 3,075,902 
			22,749,373 
			51,964 
			-----------
			$25,877,239 
			============
			$   736,200 
			31,392,413 
			-----------
			32,128,613 
			-----------
			(5,930,379)
			(320,995)
			-----------
			(6,251,374)
			-----------
			$25,877,239 
			============
			$ 5,792,482 
			-----------
			3,096,406 
			2,229,541 
			1,247,246 
			-----------
			6,573,193 
			-----------
			$  (780,711)
			============
			$    (7,807)
			============
			$  (772,904)
			746,794 
			-----------
			$   (26,110)
			============ As of December 31, 2006, the largest Project Partnership constituted 8.7%
	and 6.4%, and as of December 31, 2005 the largest Project Partnership
	constituted 8.5% and 8.0% of the combined total assets by series and
	combined total revenues by series, respectively.


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):In
	accordance with the Gateway'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 December 31
	of each year: DECEMBER
			31,SERIES 6
			2006
			----
			2005
			----
			2004
			----SUMMARIZED BALANCE SHEETS
			Assets:
			  Current assets
			  Investment properties, net
			  Other assets
			    Total assets
			Liabilities and Partners' Equity:
			  Current liabilities
			  Long-term debt
			    Total liabilities
			Partners' deficit
			  Limited Partner
			  General Partners
			    Total Partners' deficit
			    Total liabilities and    
			    partners' deficit
			SUMMARIZED STATEMENTS OF OPERATIONS
			Rental and other income
			Expenses:
			  Operating expenses
			  Interest expense
			  Depreciation and amortization
			    Total expenses
			      Net loss
			Other partners' share of net loss
			Gateway's share of net loss
			Suspended losses
			Equity in Losses of Project Partnerships
			$ 4,250,761 
			24,869,739 
			116,772 
			------------
			$29,237,272 
			===========
			$   907,348 
			33,717,352 
			------------
			34,624,700 
			------------
			(4,829,486)
			(557,942)
			------------
			(5,387,428)
			------------
			$29,237,272 
			============
			$ 6,690,179 
			------------
			3,337,342 
			2,625,897 
			1,303,827 
			------------
			7,267,066 
			------------
			$  (576,887)
			============
			$    (7,317)
			============
			$  (569,570)
			562,414 
			------------
			$    (7,156)
			============
			$ 4,214,285 
			25,343,325 
			5,642 
			------------
			$29,563,252 
			===========
			$   759,168 
			33,537,501 
			------------
			34,296,669 
			------------
			(4,222,518)
			(510,899)
			------------
			(4,733,417)
			------------
			$29,563,252 
			============
			$ 6,612,944 
			------------
			3,195,528 
			2,722,033 
			1,293,203 
			------------
			7,210,764 
			------------
			$  (597,820)
			============
			$    (6,863)
			============
			$  (590,957)
			565,258 
			------------
			$   (25,699)
			============
			$ 4,075,629 
			27,082,558 
			3,934 
			------------
			$31,162,121 
			===========
			$   760,481 
			34,688,448 
			------------
			35,448,929 
			------------
			(3,799,474)
			(487,334)
			------------
			(4,286,808)
			------------
			$31,162,121 
			============
			$ 6,536,265 
			------------
			3,184,179 
			2,666,928 
			1,367,028 
			------------
			7,218,135 
			------------
			$  (681,870)
			============
			$    (8,157)
			============
			$  (673,713)
			608,477 
			------------
			$   (65,236)
			============ As of December 31, 2006, the largest Project Partnership constituted 6.5%
	and 6.8%, and as of December 31, 2005 the largest Project Partnership
	constituted 6.6% and 6.9% of the combined total assets by series and
	combined total revenues by series, respectively.


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):In
	accordance with the Gateway'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 December 31
	of each year: DECEMBER
			31,TOTAL SERIES 2 -
			6
			2006
			----
			2005
			----
			2004
			----SUMMARIZED BALANCE SHEETS
			Assets:
			  Current assets
			  Investment properties, net
			  Other assets
			    Total assets
			Liabilities and Partners' Equity:
			  Current liabilities
			  Long-term debt
			    Total liabilities
			Partners' equity (deficit)
			  Limited Partner
			  General Partners
			    Total Partners' equity (deficit)
			    Total liabilities and 
			    partners' equity
			SUMMARIZED STATEMENTS OF OPERATIONS
			Rental and other income
			Expenses:
			  Operating expenses
			  Interest expense
			  Depreciation and amortization
			    Total expenses
			      Net loss
			Other partners' share of net loss
			Gateway's share of net loss
			Suspended losses
			Equity in Losses of Project Partnerships
			$ 13,986,955 
			82,964,784 
			181,460 
			-------------
			$ 97,133,199 
			=============
			$  3,485,718 
			124,997,189 
			------------
			128,482,907 
			------------
			(31,232,581)
			(117,127)
			------------
			(31,349,708)
			------------
			$ 97,133,199 
			=============
			$ 25,360,002 
			------------
			12,879,409 
			10,231,673 
			5,062,862 
			------------
			28,173,944 
			------------
			$ (2,813,942)
			=============
			$    (52,135)
			=============
			$ (2,761,807)
			2,749,613 
			------------
			$    (12,194)
			=============
			$ 14,624,244 
			93,247,963 
			203,819 
			-------------
			$108,076,026 
			=============
			$  3,590,739 
			134,835,202 
			------------
			138,425,941 
			------------
			(30,329,422)
			(20,493)
			------------
			(30,349,915)
			------------
			$108,076,026 
			=============
			$ 26,732,261 
			------------
			13,171,935 
			11,466,918 
			5,382,392 
			------------
			30,021,245 
			------------
			$ (3,288,984)
			=============
			$    (56,463)
			=============
			$ (3,232,521)
			3,152,218 
			------------
			$    (80,303)
			=============
			$ 13,992,018 
			98,534,838 
			256,627 
			-------------
			$112,783,483 
			=============
			$  3,398,859 
			136,430,803 
			------------
			139,829,662 
			------------
			(27,195,268)
			149,089 
			------------
			(27,046,179)
			------------
			$112,783,483 
			=============
			$ 25,838,170 
			------------
			13,037,740 
			11,009,416 
			5,502,606 
			------------
			29,549,762 
			------------
			$ (3,711,592)
			=============
			$    (51,122)
			=============
			$ (3,660,470)
			3,558,213 
			------------
			$   (102,257)
			=============


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):Gateway's equity by Series as reflected by the Project Partnerships
	differs from the Investments in Project Partnerships before acquisition fees
	and expenses and amortization by Series primarily because of suspended
	losses on Gateway's books and differences in the accounting treatment of
	miscellaneous items.
	   By Series these differences are as follows: Equity Per
			Project Partnership   
			------------------
			Equity Per Gateway
			------------------Series 2
			$(6,543,604)
			$  (305,689)Series 3
			(6,019,771)
			(309,983)Series 4
			(6,383,645)
			(368,647)Series 5
			(7,456,075)
			(326,813)Series 6
			(4,829,486)
			170,297 Gateway at one time held investments in 148
	Project Partnerships (22 in Series 2, 23 in Series 3, 29 in Series 4, 36 in
	Series 5, and 38 in Series 6).  As of March 31, 2007, Gateway has sold
	its interest in 12 Project Partnerships (6 in Series 3, 4 in Series 4, 1 in
	Series 5 and 1 in Series 6).  The transactions summaries for the
	Project Partnerships sold during the past three fiscal years are summarized
	below: Fiscal Year 2007 Disposition Activity:Series 3   In March 2007, Gateway sold its Project Partnership investment in
	Belmont Senior Apartments.  In accordance with FASB No. 66 ("FASB No.
	66") "Accounting for Sales of Real Estate," although the sale of this
	Project Partnership was consummated on or prior to March 31, 2007, the
	estimated net proceeds and gain on the sale of this investment is $43,850
	which is being deferred on the Balance Sheet of Gateway as of March 31, 2007
	and not recognized in the Statement of Operations until the period that the
	proceeds are received.  The entire balance of the net proceeds due from
	this sale were subsequently received and distributed to the Series 3
	Assignees in the amount of $8.04 per beneficial assignee certificate during
	the first quarter of fiscal year 2008.
	   In January 2007, Gateway sold its Project Partnership investment in
	Southwood Apartments. Gateway received $42,652 in net proceeds ($7.82 per
	beneficial assignee certificate) for the sale of this Project Partnership. 
	The net proceeds are a component of the Distribution Payable on the Balance
	Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the
	net proceeds which is included as a component of the Gain on Sale of Project
	Partnerships on the Statement of Operations.  Subsequent to the March
	31, 2007 year-end, the net proceeds from this sale transaction were
	distributed to the Series 3 Assignees.
	   In January 2007, Gateway sold its Project Partnership investment in Plaza
	Senior Village Apartments.  Gateway received $82,145 in net proceeds
	($15.06 per beneficial assignee certificate) for the sale of this Project
	Partnership.  The net proceeds are a component of the Distribution
	Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a
	gain in the amount of the net proceeds which is included as a component of
	the Gain on Sale of Project Partnerships on the Statement of Operations. 
	Subsequent to the March 31, 2007 year-end, the net proceeds from this sale
	transaction were distributed to the Series 3 Assignees.
	   In January 2007, Gateway sold its Project Partnership investment in
	Brubaker Square Apartments.  Gateway received $115,009 in net proceeds
	($21.08 per beneficial assignee certificate) for the sale of this Project
	Partnership.  The net proceeds are a component of the Distribution
	Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a
	gain in the amount of the net proceeds which is included as a component of
	the Gain on Sale of Project Partnerships on the Statement of Operations. 
	Subsequent to the March 31, 2007 year-end, the net proceeds from this sale
	transaction were distributed to the Series 3 Assignees.
	   In January 2007, Gateway sold its Project Partnership investment in Villa
	Allegra Apartments.  Gateway received $73,408 in net proceeds ($13.45
	per beneficial assignee certificate) for the sale of this Project
	Partnership.  The net proceeds are a component of the Distribution
	Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a
	gain in the amount of the net proceeds which is included as a component of
	the Gain on Sale of Project Partnerships on the Statement of Operations. 
	Subsequent to the March 31, 2007 year-end, the net proceeds from this sale
	transaction were distributed to the Series 3 Assignees.
	   In November 2006, Gateway sold its Project Partnership investment in
	Birchwood Apartments.  Gateway received $99,410 in net proceeds ($18.25
	per beneficial assignee certificate) for the sale of the Project
	Partnership.  Gateway recorded a gain in the amount of the net proceeds
	which is included as a component of the Gain on Sale of Project Partnerships
	on the Statement of Operations.  The net proceeds from this sale
	transaction were distributed to the Series 3 Assignees in December 2006.


---

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):Series 4In March 2007, Gateway sold its Project
	Partnership investment in Edmonton Senior Apartments. In accordance with
	FASB No. 66, although the sale of this Project Partnership was consummated
	on or prior to March 31, 2007, the estimated net proceeds and gain on the
	sale of this investment is $38,350 which is being deferred on the Balance
	Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of
	Operations until the period that the proceeds are received.  The entire
	balance of the net proceeds due from this sale were subsequently received
	and distributed in the amount of $5.55 per beneficial assignee certificate
	to the Series 4 Assignees during the first quarter of fiscal year 2008.
	   In March 2007, Gateway sold its Project Partnership investment in
	Owingsville Senior Apartments.  In accordance with FASB No. 66,
	although the sale of this Project Partnership was consummated on or prior to
	March 31, 2007, the estimated net proceeds and gain on the sale of this
	investment is $45,850 which is being deferred on the Balance Sheet of
	Gateway as of March 31, 2007 and not recognized in the Statement of
	Operations until the period that the proceeds are received.  The entire
	balance of the net proceeds due from this sale were subsequently received
	and distributed in the amount of $6.63 per beneficial assignee certificate
	to the Series 4 Assignees during the first quarter of fiscal year 2008.
	   In January 2007, Gateway sold its Project Partnership investment in
	Alsace Village Apartments.  Gateway received $23,370 in net proceeds
	($3.38 per beneficial assignee certificate) for the sale of this Project
	Partnership.  The net proceeds are a component of the Distribution
	Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a
	gain in the amount of the net proceeds which is included as a component of
	the Gain on Sale of Project Partnerships on the Statement of Operations. 
	Subsequent to the March 31, 2007 year-end, the net proceeds from this sale
	transaction were distributed to the Series 4 Assignees.
	   In January 2007, Gateway sold its Project Partnership investment in
	Greenbriar Apartments.  Gateway received $39,370 in net proceeds ($5.69
	per beneficial assignee certificate) for the sale of this Project
	Partnership.  The net proceeds are a component of the Distribution
	Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a
	gain in the amount of the net proceeds which is included as a component of
	the Gain on Sale of Project Partnerships on the Statement of Operations. 
	Subsequent to the March 31, 2007 year-end, the net proceeds from this sale
	transaction were distributed to the Series 4 Assignees.Fiscal Year 2006 Disposition Activity:
	Series 6   In August 2005, Gateway sold its Project Partnership investment in
	Mountain Crest Apartments.  Gateway received $224,074 in net proceeds
	($22.17 per beneficial assignee certificate) for the sale of this Project
	Partnership.  Gateway recorded a gain in the amount of the net proceeds
	which is included as a component of the Gain on Sale of Project Partnerships
	on the Statement of Operations.  The net proceeds from this sale
	transaction were distributed to the Series 6 Assignees in November 2005.Fiscal Year 2005 Disposition Activity:
	Series 5   In December 2004, Gateway sold its Project Partnership investment in
	Highland View Apartments.  Gateway received $157,126 in net proceeds
	($18.24 per beneficial assignee certificate) for the sale of this Project
	Partnership.  Gateway recorded a gain in the amount of the net proceeds
	which is included as a component of the Gain on Sale of Project Partnerships
	on the Statement of Operations.  The net proceeds from this sale
	transaction were distributed to the Series 5 Assignees in July 2005.


---

NOTE 6 - TAXABLE INCOME (LOSS):The
	following is a reconciliation between Net Income (Loss) as described in the
	financial statements and the Gateway income (loss) for tax purposes: SERIES 2
			2007
			----
			2006
			----
			2005
			----Net Loss per Financial
			Statements
			$ (119,127)
			$ (156,399)
			$  (97,520)Equity in Losses of Project Partnerships for tax purposes less than
			(in excess of) losses for financial statement purposes
			(662,986)
			(693,743)
			(797,850)Adjustments to convert March 31, fiscal year end to December 31,
			taxable year end
			(14,677)
			19,019
			1,376Items Expensed for Financial Statement purposes not expensed for Tax
			purposes:
			  Asset Management Fee
			  Amortization Expense
			  Other Adjustments
			67,438 
			174 
			(7,948)
			-----------
			67,448 
			699 
			(10,999)
			-----------
			53,428 
			696 
			(14,217)
			-----------Gateway loss for tax purposes as
			of 
			December 31
			$  (737,126)
			============
			$  (773,975)
			============
			$  (854,087)
			============December 31,
			2006   
			------------
			December 31,
			2005   
			------------
			December 31,
			2004   
			------------Federal Low Income Housing Tax
			Credits (Unaudited)
			$       139 
			============
			$       892 
			============
			$       892 
			============ The differences in the assets and liabilities of the Series for financial
	reporting purposes and tax reporting purposes for the year ended March 31,
	2007 are as follows:
                                
	Financial         TaxReporting        
	Reporting
                                
	Purposes          Purposes            
	DifferencesInvestments in Local
	  Limited
	Partnerships           $         0       $(7,958,671)         $ 7,958,671
	Other
	Assets                     $   257,364       $   997,761          $  (740,397)
	Liabilities                      $   715,273       $     6,718          $   708,555


---

NOTE 6 - TAXABLE INCOME (LOSS) (Continued):The following is a reconciliation between Net Income (Loss) as described
	in the financial statements and the Gateway income (loss) for tax purposes: SERIES 3
			2007
			----
			2006
			----
			2005
			----Net Income (Loss) per Financial
			Statements
			$   305,962
			$  (108,278)
			$   (77,647)Equity in Losses of Project Partnerships for tax purposes less than
			(in excess of) losses for financial statement purposes
			(513,871)
			(664,379)
			(752,598)Adjustments to convert March 31, fiscal year end to December 31,
			taxable year end
			(19,674)
			16,892
			2,140Additional Loss on Sale of Project Partnerships for tax purposes
			(32,068)
			0
			0Items Expensed for Financial Statement purposes not expensed for Tax
			purposes:
			  Asset Management Fee
			  Amortization Expense
			  Other Adjustments
			62,523 
			0 
			(14,245)
			-----------
			62,486 
			0 
			(24,829)
			-----------
			67,931 
			129 
			(20,866)
			-----------Gateway loss for tax purposes as
			of 
			December 31
			$  (211,373)
			============
			$  (718,108)
			============
			$  (780,911)
			============December 31,
			2006   
			------------
			December 31,
			2005   
			------------
			December 31,
			2004   
			------------Federal Low Income Housing Tax
			Credits (Unaudited)
			$         0 
			============
			$         0 
			============
			$         0 
			============ The differences in the assets and liabilities of the Series for financial
	reporting purposes and tax reporting purposes for the year ended March 31,
	2007 are as follows:Financial         Tax
                                  
	Reporting        
	Reporting
                                  
	Purposes          Purposes            
	DifferencesInvestments in Local
	  Limited
	Partnerships             $       0        $(7,034,773)         $7,034,773
	Other
	Assets                       $ 598,431        $   897,499          $ (299,068)
	Liabilities                        $ 963,688        $     7,529          $  956,159


---

NOTE 6 - TAXABLE INCOME (LOSS) (Continued):The following is a reconciliation between Net Income (Loss) as described
	in the financial statements and the Gateway income (loss) for tax purposes: SERIES 4
			2007
			----
			2006
			----
			2005
			----Net Loss per Financial
			Statements
			$   (79,276)
			$  (138,304)
			$  (102,967)Equity in Losses of Project Partnerships for tax purposes less than
			(in excess of) losses for financial statement purposes
			(879,415)
			(947,123)
			(907,174)Adjustments to convert March 31, fiscal year end to December 31,
			taxable year end
			(11,564)
			15,734
			(971)Additional Loss on Sale of Project Partnerships for tax purposes
			(62,740)
			0
			0Items Expensed for Tax purposes not expensed for Financial Statement
			purposes:
			  Interest Income
			566
			0
			0Items Expensed for Financial Statement purposes not expensed for Tax
			purposes:
			  Asset Management Fee
			  Amortization Expense
			  Other Adjustments
			76,999 
			0 
			(18,236)
			-----------
			77,022 
			0 
			(17,244)
			-----------
			79,874 
			(256)
			(14,332)
			-----------Gateway loss for tax purposes as
			of 
			December 31
			$  (973,666)
			============
			$(1,009,915)
			============
			$  (945,826)
			============December 31,
			2006   
			------------
			December 31,
			2005   
			------------
			December 31,
			2004   
			------------Federal Low Income Housing Tax
			Credits (Unaudited)
			$         0 
			============
			$     8,516 
			============
			$     1,484 
			============ The differences in the assets and liabilities of the Series for financial
	reporting purposes and tax reporting purposes for the year ended March 31,
	2007 are as follows:
                             
	Financial        Tax
	                             
	Reporting        Reporting
	                             
	Purposes         Purposes            
	DifferencesInvestments in Local
	  Limited
	Partnerships        $      0        $(9,075,286)         $ 9,075,286Other
	Assets                  $ 469,913        $ 1,162,123          $  (692,210)
	Liabilities                   $ 929,733        $     8,736          $   920,997


---

NOTE 6 - TAXABLE INCOME (LOSS) (Continued):The
	following is a reconciliation between Net Income (Loss) as described in the
	financial statements and the Gateway income (loss) for tax purposes: SERIES 5
			2007
			----
			2006
			----
			2005
			----Net Loss per Financial 
			Statements
			$  (194,685)
			$  (208,790)
			$    15,153Equity in Losses of Project Partnerships for tax purposes less than
			(in excess of) losses for financial statement purposes
			(862,361)
			(854,948)
			(791,008)Adjustments to convert March 31, fiscal year end to December 31,
			taxable year end
			(23,044)
			44,499
			(7,065)Additional Loss on Sale of Project Partnership for tax purposes
			0
			0
			(157,126)Items Expensed for Tax purposes not expensed for Financial Statement
			purposes:
			  Administrative Expense
			(57)
			0
			0Items Expensed for Financial Statement purposes not expensed for Tax
			purposes:
			  Asset Management Fee
			  Amortization Expense
			  Other Adjustments
			92,470 
			35,858 
			(25,866)
			-----------
			90,877 
			85 
			(26,566)
			-----------
			(58,836)
			4,380 
			(46,206)
			-----------Gateway loss for tax purposes as
			of 
			December 31
			$  (977,685)
			============
			$  (954,843)
			============
			$(1,040,708)
			============December 31,
			2006   
			------------
			December 31,
			2005   
			------------
			December 31,
			2004   
			------------Federal Low Income Housing Tax
			Credits (Unaudited)
			$         0 
			============
			$         0 
			============
			$    20,278 
			============ The differences in the assets and liabilities of the Series for financial
	reporting purposes and tax reporting purposes for the year ended March 31,
	2007 are as follows:
                               
	Financial         TaxReporting        
	Reporting
                               
	Purposes          Purposes           
	DifferencesInvestments in Local
	  Limited
	Partnerships          $ 125,403        $(9,023,411)         $ 9,148,814
	Other
	Assets                    $ 277,429        $ 1,327,715          $(1,050,286)
	Liabilities                     $ 682,447        $    10,678          $   671,769


---

NOTE 6 - TAXABLE INCOME (LOSS) (Continued):The
	following is a reconciliation between Net Income (Loss) as described in the
	financial statements and the Gateway income (loss) for tax purposes: SERIES 6
			2007
			----
			2006
			----
			2005
			----Net Loss per Financial
			Statements
			$  (332,668)
			$  (342,258)
			$  (198,709)Equity in Losses of Project Partnerships for tax purposes less than
			(in excess of) losses for financial statement purposes
			(800,074)
			(815,335)
			(849,870)Adjustments to convert March 31, fiscal year end to December 31,
			taxable year end
			(255,313)
			385,232
			3,894Additional Gain on Sale of Project Partnerships for tax purposes
			0
			188,930
			0Items Expensed for Tax purposes not expensed for Financial Statement
			purposes:
			  Administrative Expense
			  Interest Income
			(46)
			0
			0 
			0
			0 
			0Items Expensed for Financial Statement purposes not expensed for Tax
			purposes:
			  Asset Management Fee
			  Amortization Expense
			  Impairment Expense
			  Other Adjustments
			99,788 
			63,389 
			343,241 
			(32,725)
			------------
			103,448 
			3,954 
			0 
			(23,282)
			------------
			111,482 
			8,034 
			0 
			(36,754)
			------------Gateway loss for tax purposes as
			of 
			December 31
			$  (914,408)
			============
			$  (499,311)
			============
			$  (961,923)
			============December 31,
			2006   
			-----------
			December 31,
			2005   
			-----------
			December 31,
			2004   
			-----------Federal Low Income Housing Tax
			Credits (Unaudited)
			$         0 
			============
			$         0 
			============
			$    38,926 
			============ The differences in the assets and liabilities of the Series for financial
	reporting purposes and tax reporting purposes for the year ended March 31,
	2007 are as follows:
                                    
	Financial        TaxReporting       
	Reporting
                                    
	Purposes         Purposes          
	DifferencesInvestments in Local
	  Limited
	Partnerships               $  208,779       $(7,387,861)       $ 7,596,640
	Other
	Assets                         $  474,370       $ 1,670,608        $(1,196,238)
	Liabilities                          $1,013,655       $    11,519        $ 1,002,136


---

NOTE 6 - TAXABLE INCOME (LOSS) (Continued):The
	following is a reconciliation between Net Income (Loss) as described in the
	financial statements and the Gateway income (loss) for tax purposes: TOTAL SERIES 2 -
			6
			2007
			----
			2006
			----
			2005
			----Net Loss per Financial
			Statements
			$  (419,794)
			$  (954,029)
			$  (461,690)Equity in Losses of Project Partnerships for tax purposes less than
			(in excess of) losses for financial statement purposes
			(3,718,707)
			(3,975,528)
			(4,098,500)Adjustments to convert March 31, fiscal year end to December 31,
			taxable year end
			(324,272)
			481,376
			(626)Additional Gain (Loss) on Sale of Project Partnerships for tax
			purposes
			(94,808)
			188,930
			(157,126)Items Expensed for Tax purposes not expensed for Financial Statement
			purposes:
			  Administrative Expense
			  Interest Income
			(103)
			566
			0 
			0
			0 
			0Items Expensed for Financial Statement purposes not expensed for Tax
			purposes:
			  Asset Management Fee
			  Amortization Expense
			  Impairment Expense
			  Other Adjustments
			399,218 
			99,421 
			343,241 
			(99,020)
			-----------
			401,281 
			4,738 
			0 
			(102,920)
			-----------
			253,879 
			12,983 
			0 
			(132,375)
			-----------Gateway loss for tax purposes as
			of
 December 31
			$(3,814,259)
			============
			$(3,956,152)
			============
			$(4,583,455)
			============ The difference in the total value of Gateway's Investment in Project
	Partnerships is approximately $7,958,671 higher for Series 2, $7,034,773
	higher for Series 3, $9,075,286 higher for Series 4, $9,148,814 higher for
	Series 5 and $7,596,640 higher for Series 6 for financial reporting purposes
	than for tax return purposes because (i) there were depreciation differences
	between financial reporting purposes and tax return purposes and (ii)
	certain expenses are not deductible for tax purposes.
	  The differences in the assets and liabilities of Gateway for financial
	reporting purposes and tax reporting purposes for the year ended March 31,
	2007 are as follows:
                                
	Financial         TaxReporting        
	Reporting
                                
	Purposes          Purposes           DifferencesInvestments in Local
	  Limited
	Partnerships          $  334,182        $(40,480,001)       $40,814,183
	Other
	Assets                    $2,077,507        $  6,055,706        $(3,978,199)
	Liabilities                     $4,304,796        $     45,180        $ 4,259,616


---

NOTE 7 - SELECTED
	QUARTERLY FINANCIAL DATA (UNAUDITED):
	Series 2Year 2007                Quarter
	1      Quarter 2     Quarter 3     Quarter 46/30/2006     9/30/2006     12/31/2006    3/31/2007
	Total
	Revenues           $   2,556     $    1,237    $   1,600     $   9,816
	Net Income
	(Loss)        $ (21,277)    $  (43,720)   $ (31,286)    $ (22,844)
	Earnings (Loss) Per
	Weighted Average
	Beneficial Assignee
	Certificates
	Outstanding $   (3.43)     $   (7.05)    $  (5.05)     $  (3.69) Series 3Year 2007                Quarter
	1      Quarter 2     Quarter 3     Quarter 4
	                         6/30/2006     9/30/2006    12/31/2006     3/31/2007Total Revenues           $  10,940     $      874   $       0      $   8,625
	Net Income (Loss)        $ (17,860)    $  (39,285)  $  66,370      $ 296,737
	Earnings (Loss) Per
	Weighted Average
	Beneficial Assignee
	Certificates Outstanding $   (3.24)     $   (7.13)   $  12.04      $   45.17 Series 4Year 2007               Quarter 1     Quarter 2     Quarter
	3     Quarter 4
	                         6/30/2006     9/30/2006     12/31/2006     3/31/2007Total
	Revenues           $   5,977      $   7,370     $       0     $   6,744
	Net Income
	(Loss)        $ (29,728)     $ (41,536)    $ (40,484)    $  32,472
	Earnings (Loss) Per
	Weighted Average
	Beneficial Assignee
	Certificates
	Outstanding $   (4.26)     $   (5.95)     $  (5.80)     $ (4.69) Series 5Year 2007               Quarter 1      Quarter 2      Quarter
	3     Quarter 4
	                         6/30/2006     9/30/2006     12/31/2006     3/31/2007
	Total Revenues            $  12,500$   6,528     $   1,654     $   6,130
	Net Income
	(Loss)         $ (37,249)    $ (55,517)    $ (45,256)    $ (56,663)
	Earnings (Loss) Per
	Weighted Average
	Beneficial Assignee
	Certificates
	Outstanding  $   (4.28)    $   (6.38)    $   (5.20)    $   (6.51) Series 6Year 2007               Quarter 1     Quarter 2     Quarter
	3     Quarter 4
	                         6/30/2006     9/30/2006     12/31/2006     3/31/2007Total
	Revenues            $  13,373     $   7,628     $   3,740     $   4,937
	Net Income
	(Loss)         $ (40,971)    $ (49,935)    $ (56,389)    $(185,373)
	Earnings (Loss) Per
	Weighted Average
	Beneficial Assignee
	Certificates
	Outstanding  $   (4.01)    $   (4.89)    $   (5.52)    $  (18.17) Series 2 - 6Year 2007                Quarter 1     Quarter 2     Quarter
	3     Quarter 4
	                         6/30/2006     9/30/2006     12/31/2006     3/31/2007Total
	Revenues            $  45,346     $  23,637     $   6,994     $  36,252
	Net Income
	(Loss)         $(147,085)    $(229,993)    $(107,045)    $  64,329


---

NOTE 7 - SELECTED
	QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued): Series 2Year 2006Quarter
	1      Quarter 2     Quarter 3     Quarter 46/30/2005     9/30/2005     12/31/2005    3/31/2006Total
	Revenues           $   2,250     $    1,237    $   1,221     $   2,555
	Net Income
	(Loss)        $ (33,601)    $  (39,394)   $ (30,846)    $ (52,558)
	Earnings (Loss) Per
	Weighted Average
	Beneficial Assignee
	Certificates
	Outstanding $   (5.42)     $   (6.36)    $  (4.98)     $  (8.47) Series 3Year 2006                Quarter
	1      Quarter 2     Quarter 3     Quarter 4
	                         6/30/2005     9/30/2005    12/31/2005     3/31/2006Total Revenues           $  12,398     $    4,618   $   3,414      $   2,431
	Net Income
	(Loss)        $ (14,283)    $  (33,117)  $ (24,237)     $ (36,641)
	Earnings (Loss) Per
	Weighted Average
	Beneficial Assignee
	Certificates
	Outstanding $   (2.59)     $   (6.01)   $  (4.40)     $   (6.65) Series 4Year 2006               Quarter 1     Quarter 2     Quarter
	3     Quarter 4
	                         6/30/2005     9/30/2005     12/31/2005     3/31/2006Total
	Revenues           $   5,113      $   7,587     $     884     $   4,889
	Net Income
	(Loss)        $ (26,707)     $ (36,676)    $ (33,089)    $ (41,832)
	Earnings (Loss) Per
	Weighted Average
	Beneficial Assignee
	Certificates
	Outstanding $   (3.82)     $   (5.25)     $  (4.74)     $  (5.99) Series 5Year 2006               Quarter 1      Quarter 2      Quarter
	3     Quarter 4
	                         6/30/2005     9/30/2005     12/31/2005    3/31/2006
	Total Revenues           $  11,176     $   4,805     $   1,654     $   5,184
	Net Income
	(Loss)        $ (31,297)    $ (44,906)    $ (43,496)    $ (89,091)
	Earnings (Loss) Per
	Weighted Average
	Beneficial Assignee
	Certificates
	Outstanding $   (3.60)    $   (5.16)    $   (5.00)    $  (10.23) Series 6Year 2006               Quarter 1     Quarter 2     Quarter
	3     Quarter 4
	                         6/30/2005     9/30/2005     12/31/2005     3/31/2006Total
	Revenues           $  10,190     $   4,677     $   3,503     $   7,984
	Net Income
	(Loss)        $ (36,442)    $ (43,655)    $ 172,237     $(434,398)
	Earnings (Loss) Per
	Weighted Average
	Beneficial Assignee
	Certificates
	Outstanding $   (3.57)    $   (4.28)    $    8.75     $  (42.99) Series 2 - 6Year 2006                Quarter 1     Quarter 2     Quarter
	3     Quarter 4
	                         6/30/2005     9/30/2005     12/31/2005     3/31/2006Total
	Revenues           $  41,127     $  22,924     $  10,676      $  23,043
	Net Income
	(Loss)        $(142,330)    $(197,748)    $  40,569      $(654,520)


---

NOTE 8 - SUBSEQUENT EVENTS:
	Series 2Subsequent to the March 31, 2007 year-end
	Gateway sold its Project Partnership investment in Rolling Oaks II
	Apartments.  Gateway realized approximately $55,000 in net proceeds or
	approximately $8.96 per beneficial assignee certificate from this sale
	transaction which will be distributed to the Series 2 Assignees in the 2nd
	quarter of fiscal year 2008.


---

Donald W. Causey & Associates, P.C.
	516 Walnut Street - P.O. Box 775
	Gadsden, AL 35902
	PHONE: 256-543-3707
	FAX: 256-543-9800 INDEPENDENT AUDITORS' REPORT
	                                            -------------------------------- To the Partners 
	Meadowcrest Apartments Ltd.
	Luverne, Alabama
	We have audited the accompanying balance sheets of Meadowcrest Apartments,
	Ltd., a limited partnership, as of December 31, 2004 and 2003, and the
	related statements of operations, partners' deficit and cash flows for the
	years then ended.  These financial statements are the responsibility of
	the partnership's management.  Our responsibility is to express an
	opinion on these financial statements based on our audits.
	We conducted the audits in accordance with the standards of the Public
	Company Accounting Oversight Board (United States).  Those standards
	require that we plan and perform the audits to obtain reasonable assurance
	about whether the financial statements are free of material misstatement. 
	The partnership has determined that it is not required to have, nor were we
	engaged to perform, an audit of its internal control over financial
	reporting.  Our audit included consideration of internal control over
	financial reporting as a basis for designing audit procedures that are
	appropriate in the circumstances, but not for the purpose of expressing an
	opinion on the effectiveness of the partnership's internal control over
	financial reporting.  Accordingly, we express no such opinion.  An
	audit includes examining, on a test basis, evidence supporting the amounts
	and disclosures in the financial statements.  An audit also includes
	assessing the accounting principles used and significant estimates made by
	management, as well as evaluating the overall financial statement
	presentation.  We believe that the audits provide a reasonable basis
	for our opinion.
	In our opinion, the financial statements referred to above present fairly,
	in all material respects, the financial position of Meadowcrest Apartments,
	Ltd., as of December 31, 2004 and 2003, and the results of its operations
	and its cash flows for the years then ended in conformity with accounting
	principles generally accepted in the United States.
	The audits were made for the purpose of forming an opinion on the basic
	financial statements taken as a whole.  The supplemental information on
	pages 10 and 11 is presented for purposes of additional analysis and is not
	a required part of the basic financial statements.  Such information
	has been subjected to the audit procedures applied in the audit of the basic
	financial statements and, in our opinion is fairly stated in all material
	respects in relation to the basic financial statements taken as a whole.
	/s/ Donald W. Causey & Associates, P.C.
	Certified Public Accountants
	Gadsden, Alabama
	February 27, 2005


---

Item 9.  Changes in and disagreements with Accountants on Accounting and
	Financial Disclosures.  None.Item 9A.  Controls
	and Procedures
	   As of the end of the period covered by this report, under the supervision
	and with the participation of Gateway's management, including the chief
	executive and chief financial officers of Gateway's Managing General
	Partner, an evaluation of the effectiveness of Gateway's disclosure controls
	and procedures (as defined in Rule 13a-14(c) under the Securities and
	Exchange Act of 1934) was performed.  Based on this evaluation, such
	officers have concluded that Gateway's disclosure controls and procedures
	were effective as of the date of that evaluation in alerting them in a
	timely manner to material information relating to Gateway required to be
	included in this report and Gateway's other reports that it files or submits
	under the Securities Exchange Act of 1934.  There were no significant
	changes in Gateway's internal controls or in other factors that could
	significantly affect these controls subsequent to the date of their
	evaluation.
	Item 9a(T).  Controls and Procedures  Not applicable to Gateway's annual report for fiscal year ended March
	31, 2007.
	Item 9B.  Other Information  None.


---

PART III Item 10. Directors and Executive Officers of Gateway   Gateway has no directors or executive officers.  Gateway's
	affairs are managed and controlled by the Managing General Partner. 
	Certain information concerning the directors and officers of the Managing
	General Partner are set forth below.
	Raymond James Tax Credit Funds, Inc. - Managing General Partner
	   Raymond James Tax Credit Funds, Inc. is the Managing General Partner and
	is responsible for decisions pertaining to the acquisition and sale of
	Gateway's interests in the Project Partnerships and other matters related to
	the business operations of Gateway.  Certain officers and the directors
	of the Managing General Partner are as follows:
	   Ronald M. Diner, age 63, is President and a Director.  He is a
	Senior Vice President of Raymond James & Associates, Inc., with whom he has
	been employed since June 1983.  Mr. Diner received an MBA degree from
	Columbia University (1968) and a BS degree from Trinity College (1966). 
	Prior to joining Raymond James & Associates, Inc., he managed the
	broker-dealer activities of Pittway Real Estate, Inc., a real estate
	development firm.  He was previously a loan officer at Marine Midland
	Realty Credit Corp., and spent three years with Common, Dann & Co., a New
	York regional investment firm.  He has served as a member of the Board
	of Directors of the Council for Rural Housing and Development, a national
	organization of developers, managers and syndicators of properties developed
	under the RECD Section 515 program, and is a member of the Board of
	Directors of the Florida Council for Rural Housing and Development. 
	Mr. Diner  has been a speaker and panel member at state and national
	seminars relating to the low-income housing credit.
	   J. Davenport Mosby III, age 51, is a Vice President and a Director. 
	He is a Senior Managing Director of Raymond James & Associates, Inc. which
	he joined in 1982.  Mr. Mosby received an MBA from the Harvard Business
	School (1982).  He graduated magna cum laude with a BA from Vanderbilt
	University where he was elected to Phi Beta Kappa.
	   Raymond James Tax Credit Funds, Inc. is a wholly owned subsidiary of
	Raymond James Financial, Inc. ("RJF").  RJF has adopted a Business
	Ethics and Corporate Policy that is applicable to the officers and employees
	of Raymond James Tax Credit Funds, Inc., the Managing General Partner of
	Gateway.  That policy is posted on RJF's Internet website
	Raymond James dot com under About Our Company" --- Investor Relations --- Corporate Governance ---
	Employee Code of Ethics.
	Raymond James Partners, Inc. -
	   Raymond James Partners, Inc. was formed to act as the general partner,
	with affiliated corporations, in limited partnerships sponsored by Raymond
	James Financial, Inc.
	   Information regarding the officers and directors of Raymond James
	Partners, Inc. is included on pages 58 and 59 of the Prospectus under the
	section captioned "Management" (consisting of pages 56 through 59 of the
	Prospectus) which is incorporated herein by reference.
	Item 11. Executive Compensation   Gateway has no directors or officers.
	Item 12. Security Ownership of Certain Beneficial Owners and Management   Neither of the General Partners nor their directors and officers own
	any units of the outstanding securities of Gateway as of March 31, 2007.
	   Gateway is a Limited Partnership and therefore does not have voting
	shares of stock.  To the knowledge of Gateway, no person owns of record
	or beneficially, more than 5% of Gateway's outstanding units.
	Item 13. Certain Relationships and Related Transactions and Director
	Independence   Gateway has no officers or directors.  However, various kinds of
	compensation and fees are payable to the General Partners and their
	affiliates during the organization and operations of Gateway. 
	Additionally, the General Partners will receive distributions from Gateway
	if there is cash available for distribution or residual proceeds as defined
	in the Partnership Agreement.  The amounts and kinds of compensation
	and fees are described on pages 15 to 18 of the Prospectus under the caption
	"Management Compensation", which is incorporated herein by reference. 
	See Note 4 of Notes to Financial Statements in Item 8 of this Second Amended
	Annual Report on Form 10-K/A-2 for amounts accrued or paid to the General
	Partners and their affiliates during the years ended March 31, 2007, 2006,
	and 2005.


---

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.
	   For the years ended March 31, 2007, 2006 and 2005 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. 2007
			----
			2006
			----
			2005
			----Series 2
			$  67,315
			$  67,609
			$  67,609Series 3
			58,055
			62,716
			62,717Series 4
			74,671
			77,205
			77,205Series 5
			92,287
			92,722
			92,722Series 6
			101,242
			---------
			101,592
			---------
			104,509
			---------Total
			$ 393,570
			=========
			$ 401,844
			=========
			$ 404,762
			========= General and Administrative Expenses - The Managing General Partner is
	reimbursed for general and administrative expenses of Gateway on an
	accountable basis.  This expense is included in the Statements of
	Operations. 2007
			----
			2006
			----
			2005
			----Series 2
			$  61,537
			$  47,681
			$  32,074Series 3
			63,702
			49,848
			33,531Series 4
			81,118
			62,853
			42,279Series 5
			97,901
			77,443
			52,484Series 6
			103,495
			---------
			81,777
			---------
			55,400
			---------Total
			$ 407,753
			$ 319,602
			$ 215,768=========
			=========
			========= Total unpaid asset management fees and administrative expenses payable to
	the General Partners, which are included on the Balance Sheet as of March
	31, 2007 and 2006 are as follows: March 31, 2007
			--------------
			March 31, 2006
			--------------Series 2
			$  715,273
			$  647,557Series 3
			606,565
			546,061Series 4
			782,789
			706,659Series 5
			682,447
			589,347Series 6
			1,013,609 
			-----------
			912,027 
			-----------Total
			$3,800,683 
			===========
			$3,401,651 
			=========== Item 14.  Principal Accounting Fees & Services
	   Audit Fees   The aggregate fees billed by Gateway's principal accounting firm,
	Reznick Group, P.C., for professional services rendered for the audit of the
	annual financial statements and review of financial statements included in
	the Gateway's quarterly report on Form 10-Q was $50,000 and $40,000 for the
	years ended March 31, 2007 and 2006, respectively.  The aggregate fees
	incurred by Gateway's former principal accounting firm, Spence, Marston,
	Bunch, Morris and Co., totaled $2,000 for the year ended March 31, 2007 for
	services pertaining to prior years audit reports and $1,750 during fiscal
	year 2006 for review of certain quarterly reports on Form 10-Q.
	   Tax Fees   During fiscal 2007 and 2006, Spence, Marston, Bunch, Morris and Co.
	was engaged to prepare Gateway's federal tax return, for which they billed
	$9,000 and $7,000 for 2007 and 2006, respectively.


---

Other Fees   The two members of Raymond James Tax Credit Funds, Inc. Board of
	Directors, Ronald M. Diner and J. Davenport Mosby III also serve as the
	members of the Audit Committee on behalf of Gateway.  The audit
	committee charter requires that the committee approve the engagement of the
	principal accounting firm prior to the rendering of any audit or non-audit
	services. During fiscal 2007, 100% of the audit related and other services
	and 100% of the tax services were pre-approved by the Audit Committee.  PART IV Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-Ka.(1) Financial Statements 
	  (2) Financial Statement Schedules - 
	   Schedule III - Real Estate and Accumulated Depreciation of Property Owned
	by Project Partnerships
	   Schedule IV - Mortgage loans on real estate
	   All other schedules are omitted because they are not applicable or not
	required, or because the required information is shown either in the
	financial statements or in the notes thereto.
	   (3) Exhibit Listing
	ExhibitNumber   Description3.1      Amended Certificate of Limited Partnership of Gateway Tax
	Credit Fund, Ltd. (Filed as          
	         an Exhibit to Registration Statement on
	Form S-11, File No. 33-31821 and incorporated          
	         herein by reference.)
	4.1      The form of Partnership Agreement of the Partnership (included as
	Exhibit "A" to the          
	         Prospectus, File No. 33-31821, and incorporated
	herein by reference.)
	23       The consent of Reznick Group, P.C. (Filed herewith.)
	23       The consent of Spence, Marston, Bunch, Morris & Co. (Filed
	herewith.)
	31.1     Certification required by Rule
	15d-14(a).(Filed herewith.)
	31.2     Certification required by Rule 15d-14(a).(Filed herewith.)
	32       Certification required by Rule 15d-14(b).(Filed herewith.)


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 2 Apartment Properties
			Partnership
			-----------
			Location
			--------
			# of Units
			----------
			Mortgage
			Loan Balance
			-------------Claxton Elderly
			Deerfield II
			Hartwell Family
			Cherrytree Apts.
			Springwood Apts.
			Lakeshore Apts.
			Lewiston
			Charleston
			Sallisaw II
			Pocola
			Inverness Club
			Pearson Elderly
			Richland Elderly
			Lake
			Park
			Woodland Terrace
			Mt.
			Vernon Elderly
			Lakeland Elderly
			Prairie Apartments
			Sylacauga Heritage
			Manchester Housing
			Durango C.W.W.
			Columbus Sr.
			Claxton, GA
			Douglas, GA
			Hartwell, GA
			Albion, PA
			Westfield, NY
			Tuskegee, AL
			Lewiston, NY
			Charleston, AR
			Sallisaw, OK
			Pocola, OK
			Inverness, FL
			Pearson, GA
			Richland, GA
			Lake
			Park, GA
			Waynesboro, GA
			Mt.
			Vernon, GA
			Lakeland, GA
			Eagle
			Butte, SD
			Sylacauga, AL
			Manchester, GA
			Durango, CO
			Columbus, KS
			24
			24
			24
			33
			32
			34
			25
			32
			47
			36
			72
			25
			34
			48
			30
			21
			29
			21
			44
			49
			24
			16
			642,668
			685,046
			688,430
			1,171,645
			1,222,313
			1,028,943
			977,060
			822,721
			1,168,971
			964,101
			2,920,262
			604,276
			846,957
			1,451,303
			866,842
			560,309
			760,210
			953,728
			1,353,436
			1,421,548
			1,013,039
			426,278------------$ 22,550,086============ SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 2 Apartment
			Properties
			Cost At
			Acquisition
			--------------------Partnership
			-----------
			Land
			----
			Buildings,
			Improvements
			and Equipment
			-------------
			Net Improvements
			Capitalized
			Subsequent to
			Acquisition
			----------------Claxton Elderly
			Deerfield II
			Hartwell Family
			Cherrytree Apts.
			Springwood Apts.
			Lakeshore Apts.
			Lewiston
			Charleston
			Sallisaw II
			Pocola
			Inverness Club
			Pearson Elderly
			Richland Elderly
			Lake
			Park
			Woodland Terrace
			Mt.
			Vernon Elderly
			Lakeland Elderly
			Prairie Apartments
			Sylacauga Heritage
			Manchester Housing
			Durango C.W.W.
			Columbus Sr.
			$   33,400
			33,600
			22,700
			62,000
			21,500
			28,600
			38,400
			16,000
			37,500
			22,500
			205,500
			15,000
			31,500
			88,000
			36,400
			21,750
			28,000
			66,500
			66,080
			36,000
			140,250
			64,373
			$   766,138
			820,962
			836,998
			1,376,297
			1,451,283
			1,238,749
			1,178,185
			1,060,098
			1,480,089
			1,223,370
			3,111,565
			767,590
			1,027,512
			1,710,725
			1,047,107
			680,437
			930,574
			1,150,214
			1,648,081
			1,746,076
			1,123,454
			444,257
			9,094
			0
			0
			27,810
			95,730
			37,108
			17,350
			0
			0
			0
			179,759
			(1,130)
			(1,141)
			(4,183)
			(1,315)
			(1,252)
			(2,760)
			184,702
			68,356
			(462)
			113,814
			33,424-----------
			------------
			-----------$1,115,553
			$26,819,761
			$  754,904===========
			============
			===========


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 2 Apartment
			Properties
			Gross Amount At
			Which Carried At December 31, 2006
			--------------------Partnership
			-----------
			Land
			----
			Buildings,
			Improvements
			and Equipment
			-------------
			Total
			-----Claxton Elderly
			Deerfield II
			Hartwell Family
			Cherrytree Apts.
			Springwood Apts.
			Lakeshore Apts.
			Lewiston
			Charleston
			Sallisaw II
			Pocola
			Inverness Club
			Pearson Elderly
			Richland Elderly
			Lake
			Park
			Woodland Terrace
			Mt.
			Vernon Elderly
			Lakeland Elderly
			Prairie Apartments
			Sylacauga Heritage
			Manchester Housing
			Durango C.W.W.
			Columbus Sr.
			33,400
			33,600
			22,700
			70,041
			28,520
			33,414
			38,400
			16,000
			37,500
			22,500
			205,500
			15,000
			31,500
			88,000
			36,400
			21,750
			28,000
			109,044
			69,475
			36,000
			140,250
			71,440
			775,232
			820,962
			836,998
			1,396,066
			1,539,993
			1,271,043
			1,195,535
			1,060,098
			1,480,089
			1,223,370
			3,291,324
			766,460
			1,026,371
			1,706,542
			1,045,792
			679,185
			927,814
			1,292,372
			1,713,042
			1,745,614
			1,237,268
			470,614
			808,632
			854,562
			859,698
			1,466,107
			1,568,513
			1,304,457
			1,233,935
			1,076,098
			1,517,589
			1,245,870
			3,496,824
			781,460
			1,057,871
			1,794,542
			1,082,192
			700,935
			955,814
			1,401,416
			1,782,517
			1,781,614
			1,377,518
			542,054-----------
			------------
			------------$1,188,434
			$27,501,784
			$28,690,218===========
			============
			============ SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 2 Apartment Properties
			Partnership
			-----------
			Accumulated Depreciation
			------------------------
			Depreciable Life
			----------------Claxton Elderly
			Deerfield II
			Hartwell Family
			Cherrytree Apts.
			Springwood Apts.
			Lakeshore Apts.
			Lewiston
			Charleston
			Sallisaw II
			Pocola
			Inverness Club
			Pearson Elderly
			Richland Elderly
			Lake
			Park
			Woodland Terrace
			Mt.
			Vernon Elderly
			Lakeland Elderly
			Prairie Apartments
			Sylacauga Heritage
			Manchester Housing
			Durango C.W.W.
			Columbus Sr.
			458,423
			490,069
			502,073
			579,280
			664,438
			548,401
			486,589
			703,532
			960,847
			728,188
			1,874,969
			420,042
			556,884
			960,642
			571,649
			372,885
			504,626
			603,947
			743,932
			937,815
			520,173
			320,413
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-40
			5-40
			5-40
			5-25
			5-25
			5-27.5
			5-27.5
			5-30
			5-30
			5-30
			5-30
			5-30
			5-30
			5-40
			5-40
			5-30
			5-40
			5-27.5-----------$14,509,817===========


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 3 Apartment Properties
			Partnership
			-----------
			Location
			--------
			# of Units
			----------
			Mortgage
			Loan Balance
			-------------Poteau
			II
			Sallisaw
			Nowata
			Properties
			Waldron Properties
			Roland
			II
			Stilwell
			Hornellsville
			Sunchase II
			CE
			McKinley II
			Weston
			Apartments
			Countrywood Apts.
			Wildwood Apts.
			Hancock
			Hopkins
			Elkhart Apts.
			Heritage Villas
			Logansport Seniors
			Poteau, OK
			Sallisaw, OK
			Oolagah, OK
			Waldron, AR
			Roland, OK
			Stilwell, OK
			Arkport, NY
			Watertown, SD
			Rising
			Sun, MD
			Weston, AL
			Centreville, AL
			Pineville, LA
			Hawesville, KY
			Madisonville, KY
			Elkhart, TX
			Helena, GA
			Logansport, LA
			52
			52
			32
			24
			52
			48
			24
			41
			16
			10
			40
			28
			12
			24
			54
			25
			32
			1,262,905
			1,282,190
			837,803
			623,604
			1,279,965
			1,161,938
			871,568
			1,176,774
			551,354
			266,943
			1,166,581
			829,462
			342,931
			710,649
			1,078,853
			662,032
			1,118,560------------$15,224,112============ SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 3 Apartment Properties
			Cost At
			Acquisition
			--------------------Partnership
			-----------
			Land
			----
			Buildings,
			Improvements
			and Equipment
			-------------
			Net Improvements
			Capitalized
			Subsequent to
			Acquisition
			----------------Poteau
			II
			Sallisaw
			Nowata
			Properties
			Waldron Properties
			Roland
			II
			Stilwell
			Hornellsville
			Sunchase II
			CE
			McKinley II
			Weston
			Apartments
			Countrywood Apts.
			Wildwood Apts.
			Hancock
			Hopkins
			Elkhart Apts.
			Heritage Villas
			Logansport Seniors
			76,827
			70,000
			45,500
			26,000
			70,000
			37,500
			41,225
			113,115
			11,762
			0
			55,750
			48,000
			20,700
			43,581
			35,985
			21,840
			27,621
			1,712,321
			1,674,103
			1,102,984
			834,273
			1,734,010
			1,560,201
			1,018,523
			1,198,373
			745,635
			339,144
			1,447,439
			1,018,897
			419,725
			885,087
			1,361,096
			801,128
			1,058,773
			0
			0
			0
			0
			0
			0
			110,568
			168,631
			91,265
			8,433
			118,356
			39,791
			0
			(1,412)
			293,428
			1,791
			298,357-----------
			------------
			------------$  745,406
			$18,911,712
			$1,129,208===========
			============
			============


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 3 Apartment
			Properties
			Gross Amount At
			Which Carried At December 31, 2006
			--------------------Partnership
			-----------
			Land
			----
			Buildings,
			Improvements
			and Equipment
			-------------
			Total
			-----Poteau
			II
			Sallisaw
			Nowata
			Properties
			Waldron Properties
			Roland
			II
			Stilwell
			Hornellsville
			Sunchase II
			CE
			McKinley II
			Weston
			Apartments
			Countrywood Apts.
			Wildwood Apts.
			Hancock
			Hopkins
			Elkhart Apts.
			Heritage Villas
			Logansport Seniors
			76,827
			70,000
			45,500
			26,000
			70,000
			37,500
			41,225
			120,858
			11,749
			0
			59,940
			48,000
			20,700
			43,581
			23,378
			21,840
			27,621
			1,712,321
			1,674,103
			1,102,984
			834,273
			1,734,010
			1,560,201
			1,129,091
			1,359,261
			836,913
			347,577
			1,561,605
			1,058,688
			419,725
			883,675
			1,667,131
			802,919
			1,357,130
			1,789,148
			1,744,103
			1,148,484
			860,273
			1,804,010
			1,597,701
			1,170,316
			1,480,119
			848,662
			347,577
			1,621,545
			1,106,688
			440,425
			927,256
			1,690,509
			824,759
			1,384,751-----------
			------------
			------------$  744,719
			$20,041,607
			$20,786,326===========
			============
			============ SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 3 Partnership
			-----------
			Accumulated
			Depreciation
			------------------------
			Depreciable Life
			----------------Poteau
			II
			Sallisaw
			Nowata
			Properties
			Waldron Properties
			Roland
			II
			Stilwell
			Hornellsville
			Sunchase II
			CE
			McKinley II
			Weston
			Apartments
			Countrywood Apts.
			Wildwood Apts.
			Hancock
			Hopkins
			Elkhart Apts.
			Heritage Villas
			Logansport Seniors
			1,269,111
			1,209,986
			789,301
			597,487
			1,278,342
			1,142,120
			745,698
			688,186
			552,509
			235,932
			1,009,690
			642,312
			249,424
			525,139
			1,039,014
			444,483
			523,169
			5-25
			5-25
			5-25
			5-25
			5-25
			5-25
			5-27.5
			5-40
			5-27.5
			5-27.5
			5-27.5
			5-30
			5-27.5
			5-27.5
			5-25
			5-30
			5-40-----------$12,941,903===========


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 4 Apartment Properties
			Partnership
			-----------
			Location
			--------
			# of Units
			----------
			Mortgage
			Loan Balance
			-------------Seneca
			Apartments
			Eudora
			Senior
			Westville
			Wellsville Senior
			Stilwell II
			Spring
			Hill Senior
			Tarpon
			Heights
			Oaks
			Apartments
			Wynnwood Common
			Chestnut Apartments
			St.
			George
			Williston
			Brackettville Sr.
			Sonora
			Seniors
			Ozona
			Seniors
			Fredericksburg Sr.
			St.
			Joseph
			Courtyard
			Rural
			Development
			Jasper
			Villas
			Jonesville Manor
			Norton
			Green
			Timpson Seniors
			Piedmont
			S.F. Arkansas City
			Seneca, MO
			Eudora, KS
			Westville, OK
			Wellsville, KS
			Stilwell, OK
			Spring
			Hill, KS
			Galliano, LA
			Oakdale, LA
			Fairchance, PA
			Howard, SD
			St.
			George, SC
			Williston, SC
			Brackettville, TX
			Sonora, TX
			Ozona,
			TX
			Fredericksburg, TX
			St.
			Joseph, IL
			Huron,
			SD
			Ashland, ME
			Jasper, AR
			Jonesville, VA
			Norton, VA
			Timpson, TX
			Barnesville, GA
			Arkansas City, KS
			24
			36
			36
			24
			52
			24
			48
			32
			34
			24
			24
			24
			32
			32
			24
			48
			24
			21
			25
			25
			40
			40
			28
			36
			12
			595,304
			937,429
			839,986
			633,441
			1,259,978
			681,038
			1,372,818
			796,106
			1,340,852
			836,165
			735,713
			781,078
			804,278
			824,492
			617,690
			1,177,484
			809,871
			696,321
			1,180,721
			839,945
			1,320,675
			1,311,765
			658,399
			1,018,623
			335,627------------$22,405,799============ SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 4 Apartment
			Properties
			Cost At
			Acquisition
			--------------------Partnership
			-----------
			Land
			----
			Buildings,
			Improvements
			and Equipment
			-------------
			Net Improvements
			Capitalized
			Subsequent to
			Acquisition
			----------------Seneca
			Apartments
			Eudora
			Senior
			Westville
			Wellsville Senior
			Stilwell II
			Spring
			Hill Senior
			Tarpon
			Heights
			Oaks
			Apartments
			Wynnwood Common
			Chestnut Apartments
			St.
			George
			Williston
			Brackettville Sr.
			Sonora
			Seniors
			Ozona
			Seniors
			Fredericksburg Sr.
			St.
			Joseph
			Courtyard
			Rural
			Development
			Jasper
			Villas
			Jonesville Manor
			Norton
			Green
			Timpson Seniors
			Piedmont
			S.F. Arkansas City
			76,212
			50,000
			27,560
			38,000
			30,000
			49,800
			85,000
			42,000
			68,000
			57,200
			22,600
			25,000
			28,600
			51,000
			40,000
			45,000
			28,000
			24,500
			38,200
			27,000
			100,000
			120,000
			13,500
			29,500
			16,800
			640,702
			1,207,482
			1,074,126
			772,971
			1,627,974
			986,569
			1,408,434
			989,522
			1,578,814
			977,493
			915,400
			959,345
			963,366
			962,315
			719,843
			1,357,563
			940,580
			810,110
			1,361,892
			1,067,890
			1,578,135
			1,535,373
			802,416
			1,259,547
			395,228
			104,215
			32,661
			0
			(1)
			0
			0
			769,580
			500,637
			78,648
			44,989
			1,018
			5,681
			50,297
			33,717
			42,246
			41,689
			8,303
			51,699
			28,911
			28,096
			106,294
			173,477
			0
			0
			0-----------
			------------
			------------$1,133,472
			$26,893,090
			$2,102,157===========
			============
			============


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 4 Apartment
			Properties
			Gross Amount At
			Which Carried At December 31, 2006
			--------------------Partnership
			-----------
			Land
			----
			Buildings,
			Improvements
			and Equipment
			-------------
			Total
			-----Seneca
			Apartments
			Eudora
			Senior
			Westville
			Wellsville Senior
			Stilwell II
			Spring
			Hill Senior
			Tarpon
			Heights
			Oaks
			Apartments
			Wynnwood Common
			Chestnut Apartments
			St.
			George
			Williston
			Brackettville Sr.
			Sonora
			Seniors
			Ozona
			Seniors
			Fredericksburg Sr.
			St.
			Joseph
			Courtyard
			Rural
			Development
			Jasper
			Villas
			Jonesville Manor
			Norton
			Green
			Timpson Seniors
			Piedmont
			S.F. Arkansas City
			79,386
			64,278
			27,560
			38,000
			30,000
			49,800
			85,000
			42,000
			118,004
			63,800
			22,600
			25,000
			28,600
			51,000
			40,000
			45,000
			28,000
			29,471
			38,200
			27,000
			100,000
			120,000
			13,500
			29,500
			16,800
			741,743
			1,225,865
			1,074,126
			772,970
			1,627,974
			986,569
			2,178,014
			1,490,159
			1,607,458
			1,015,882
			916,418
			965,026
			1,013,663
			996,032
			762,089
			1,399,252
			948,883
			856,838
			1,390,803
			1,095,986
			1,684,429
			1,708,850
			802,416
			1,259,547
			395,228
			821,129
			1,290,143
			1,101,686
			810,970
			1,657,974
			1,036,369
			2,263,014
			1,532,159
			1,725,462
			1,079,682
			939,018
			990,026
			1,042,263
			1,047,032
			802,089
			1,444,252
			976,883
			886,309
			1,429,003
			1,122,986
			1,784,429
			1,828,850
			815,916
			1,289,047
			412,028-----------
			------------
			------------$1,212,499
			$28,916,220
			$30,128,719===========
			============
			============ SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 4 Apartment Properties
			Partnership
			-----------
			Accumulated Depreciation
			------------------------
			Depreciable Life
			----------------Seneca
			Apartments
			Eudora
			Senior
			Westville
			Wellsville Senior
			Stilwell II
			Spring
			Hill Senior
			Tarpon
			Heights
			Oaks
			Apartments
			Wynnwood Common
			Chestnut Apartments
			St.
			George
			Williston
			Brackettville Sr.
			Sonora
			Seniors
			Ozona
			Seniors
			Fredericksburg Sr.
			St.
			Joseph
			Courtyard
			Rural
			Development
			Jasper
			Villas
			Jonesville Manor
			Norton
			Green
			Timpson Seniors
			Piedmont
			S.F. Arkansas City
			482,149
			717,244
			637,120
			460,362
			966,190
			647,577
			697,720
			522,580
			690,067
			492,323
			570,360
			577,841
			374,633
			389,006
			283,335
			534,879
			565,659
			497,981
			851,412
			457,025
			985,499
			1,026,842
			333,713
			560,942
			234,664
			5-27.5
			5-27.5
			5-27.5
			5-25
			5-27.5
			5-25
			5-40
			5-40
			5-40
			5-40
			5-27.5
			5-27.5
			5-40
			5-40
			5-40
			5-40
			5-27.5
			5-27.5
			5-27.5
			5-40
			5-27.5
			5-27.5
			5-40
			5-27.5
			5-27.5-----------$14,557,123===========


---

GATEWAY TAX CREDIT FUND
	II LTD.SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 5 Apartment Properties
			Partnership
			-----------
			Location
			--------
			# of Units
			----------
			Mortgage
			Loan Balance
			-------------Seymour
			Effingham
			S.F.
			Winfield
			S.F. Medicine Lodge
			S.F.
			Ottawa
			S.F.
			Concordia
			Carrollton Club
			Scarlett Oaks
			Brooks
			Hill
			Greensboro
			Greensboro II
			Pine
			Terrace
			Shellman
			Blackshear
			Crisp
			Properties
			Crawford
			Yorkshire
			Woodcrest
			Fox
			Ridge
			Redmont II
			Clayton
			Alma
			Pemberton Village
			Magic
			Circle
			Spring
			Hill
			Menard
			Retirement
			Wallis
			Housing
			Zapata
			Housing
			Mill
			Creek
			Portland II
			Georgetown
			Cloverdale
			S.
			Timber Ridge
			Pineville
			Ravenwood
			Seymour, IN
			Effingham, IL
			Winfield, KS
			Medicine Lodge, KS
			Ottawa, KS
			Concordia, KS
			Carrollton, GA
			Lexington, SC
			Ellijay, GA
			Greensboro, GA
			Greensboro, GA
			Wrightsville, GA
			Shellman, GA
			Cordele, GA
			Cordele, GA
			Crawford, GA
			Wagoner, OK
			South
			Boston, VA
			Russellville, AL
			Red
			Bay, AL
			Clayton, OK
			Alma,
			AR
			Hiawatha, KS
			Eureka, KS
			Spring
			Hill, KS
			Menard, TX
			Wallis, TX
			Zapata, TX
			Grove,
			OK
			Portland, IN
			Georgetown, OH
			Chandler, TX
			Cloverdale, IN
			Pineville, MO
			Americus, GA
			37
			24
			12
			16
			24
			20
			78
			40
			44
			24
			32
			24
			27
			46
			31
			25
			60
			40
			24
			24
			24
			24
			24
			24
			36
			24
			24
			40
			60
			20
			24
			24
			44
			12
			24
			1,208,960
			786,073
			327,812
			446,851
			562,545
			548,664
			2,615,056
			1,357,065
			1,428,626
			714,573
			878,253
			710,115
			721,748
			1,290,416
			910,271
			727,680
			2,035,490
			1,239,859
			720,474
			680,279
			653,073
			717,627
			624,409
			640,033
			1,101,039
			614,238
			383,337
			955,915
			1,400,753
			569,662
			724,248
			741,553
			1,041,693
			312,642
			708,808------------$31,099,840============


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 5 Apartment
			Properties
			Cost At
			Acquisition
			-------------------Partnership
			-----------
			Land
			----
			Buildings,
			Improvements
			and Equipment
			-------------
			Net Improvements
			Capitalized
			Subsequent to
			Acquisition
			----------------Seymour
			Effingham
			S.F.
			Winfield
			S.F. Medicine Lodge
			S.F.
			Ottawa
			S.F.
			Concordia
			Carrollton Club
			Scarlett Oaks
			Brooks
			Hill
			Greensboro
			Greensboro II
			Pine
			Terrace
			Shellman
			Blackshear
			Crisp
			Properties
			Crawford
			Yorkshire
			Woodcrest
			Fox
			Ridge
			Redmont II
			Clayton
			Alma
			Pemberton Village
			Magic
			Circle
			Spring
			Hill
			Menard
			Retirement
			Wallis
			Housing
			Zapata
			Housing
			Mill
			Creek
			Portland II
			Georgetown
			Cloverdale
			S.
			Timber Ridge
			Pineville
			Ravenwood
			$59,500
			38,500
			18,000
			21,600
			25,200
			28,000
			248,067
			44,475
			0
			15,930
			21,330
			14,700
			13,500
			60,000
			48,000
			16,600
			100,000
			70,000
			39,781
			25,000
			35,600
			45,000
			12,020
			22,660
			70,868
			21,000
			13,900
			44,000
			28,000
			43,102
			0
			40,000
			43,705
			59,661
			14,300
			$1,452,557
			940,327
			382,920
			542,959
			687,929
			658,961
			722,560
			992,158
			214,335
			61,495
			92,063
			196,071
			512,531
			413,143
			578,709
			187,812
			2,212,045
			842,335
			848,996
			814,432
			835,930
			912,710
			767,228
			749,504
			1,318,926
			721,251
			553,230
			1,120,538
			414,429
			410,683
			149,483
			583,115
			1,233,570
			328,468
			873,596
			5,645
			1,790
			1,482
			8,365
			19,213
			8,947
			2,247,274
			654,881
			1,545,898
			788,834
			975,271
			675,563
			375,617
			1,129,290
			502,075
			703,300
			345,882
			720,079
			1,164
			1,164
			0
			0
			(2,523)
			51,479
			59,584
			16,885
			11,203
			78,580
			1,299,240
			363,593
			847,122
			395,597
			70,311
			45,851
			13,100-----------
			------------
			------------$1,401,999
			$24,326,999
			$13,961,756===========
			============
			============


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 5 Apartment
			Properties
			Gross Amount At
			Which Carried At December 31, 2006
			--------------------Partnership
			-----------
			Land
			----
			Buildings,
			Improvements
			and Equipment
			-------------
			Total
			-----Seymour
			Effingham
			S.F.
			Winfield
			S.F. Medicine Lodge
			S.F.
			Ottawa
			S.F.
			Concordia
			Carrollton Club
			Scarlett Oaks
			Brooks
			Hill
			Greensboro
			Greensboro II
			Pine
			Terrace
			Shellman
			Blackshear
			Crisp
			Properties
			Crawford
			Yorkshire
			Woodcrest
			Fox
			Ridge
			Redmont II
			Clayton
			Alma
			Pemberton Village
			Magic
			Circle
			Spring
			Hill
			Menard
			Retirement
			Wallis
			Housing
			Zapata
			Housing
			Mill
			Creek
			Portland II
			Georgetown
			Cloverdale
			S.
			Timber Ridge
			Pineville
			Ravenwood
			59,500
			38,500
			18,000
			21,600
			25,200
			28,000
			248,068
			55,575
			84,582
			15,930
			16,845
			14,700
			13,500
			60,000
			48,000
			16,600
			119,888
			70,000
			39,781
			25,000
			35,600
			45,000
			12,020
			22,660
			70,868
			21,000
			97,313
			46,323
			28,000
			15,000
			50,393
			40,000
			33,300
			61,056
			14,300
			1,458,202
			942,117
			384,402
			551,324
			707,142
			667,908
			2,969,833
			1,635,939
			1,675,651
			850,329
			1,071,819
			871,634
			888,148
			1,542,433
			1,080,784
			891,112
			2,538,039
			1,562,414
			850,160
			815,596
			835,930
			912,710
			764,705
			800,983
			1,378,510
			738,136
			481,020
			1,196,795
			1,713,669
			802,378
			946,212
			978,712
			1,314,286
			372,924
			886,696
			1,517,702
			980,617
			402,402
			572,924
			732,342
			695,908
			3,217,901
			1,691,514
			1,760,233
			866,259
			1,088,664
			886,334
			901,648
			1,602,433
			1,128,784
			907,712
			2,657,927
			1,632,414
			889,941
			840,596
			871,530
			957,710
			776,725
			823,643
			1,449,378
			759,136
			578,333
			1,243,118
			1,741,669
			817,378
			996,605
			1,018,712
			1,347,586
			433,980
			900,996-----------
			------------
			------------$1,612,102
			$38,078,652
			$39,690,754===========
			============
			============


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 5 Partnership
			-----------
			Accumulated
			Depreciation
			------------------------
			Depreciable Life
			----------------Seymour
			Effingham
			S.F.
			Winfield
			S.F. Medicine Lodge
			S.F.
			Ottawa
			S.F.
			Concordia
			Carrollton Club
			Scarlett Oaks
			Brooks
			Hill
			Greensboro
			Greensboro II
			Pine
			Terrace
			Shellman
			Blackshear
			Crisp
			Properties
			Crawford
			Yorkshire
			Woodcrest
			Fox
			Ridge
			Redmont II
			Clayton
			Alma
			Pemberton Village
			Magic
			Circle
			Spring
			Hill
			Menard
			Retirement
			Wallis
			Housing
			Zapata
			Housing
			Mill
			Creek
			Portland II
			Georgetown
			Cloverdale
			S.
			Timber Ridge
			Pineville
			Ravenwood
			849,073
			543,560
			229,861
			297,309
			418,757
			399,101
			1,565,986
			839,647
			872,160
			420,069
			529,269
			452,758
			458,931
			770,896
			553,172
			451,808
			851,765
			577,534
			294,508
			285,315
			476,064
			571,700
			438,270
			450,052
			839,876
			230,712
			299,902
			441,762
			1,043,730
			372,047
			418,687
			573,076
			789,778
			245,206
			339,788
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-30
			5-30
			5-30
			5-30
			5-30
			5-30
			5-30
			5-50
			5-40
			5-50
			5-50
			5-27.5
			5-25
			5-27.5
			5-27.5
			5-25
			5-30
			5-30
			5-27.5
			5-25
			5-27.5
			5-50
			5-27.5
			5-25
			5-27.5
			5-27.5-----------$19,192,129===========


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 6 Apartment Properties
			Partnership
			-----------
			Location
			--------
			# of Units
			----------
			Mortgage
			Loan Balance
			-------------Spruce
			Shannon Apartments
			Carthage
			Coal
			City
			Blacksburg Terrace
			Frazier
			Ehrhardt
			Sinton
			Frankston
			Flagler Beach
			Oak
			Ridge
			Monett
			Arma
			Southwest City
			Meadowcrest
			Parsons
			Newport Village
			Goodwater Falls
			Northfield Station
			Pleasant Hill Square
			Winter
			Park
			Cornell
			Heritage Drive S.
			Brodhead
			Mt.
			Village
			Hazelhurst
			Sunrise
			Stony
			Creek
			Logan
			Place
			Haines
			Maple
			Wood
			Summerhill
			Dorchester
			Lancaster
			Autumn
			Village
			Hardy
			Dawson
			Pierre, SD
			O'Neill, NE
			Carthage, MO
			Coal
			City, IL
			Blacksburg, SC
			Smyrna, DE
			Ehrhardt, SC
			Sinton, TX
			Frankston, TX
			Flagler Beach, FL
			Williamsburg, KY
			Monett, MO
			Arma,
			KS
			Southwest City, MO
			Luverne, AL
			Parsons, KS
			Newport, TN
			Jenkins, KY
			Corbin, KY
			Somerset, KY
			Mitchell, SD
			Watertown, SD
			Jacksonville, TX
			Brodhead, KY
			Mt.
			Vernon, KY
			Hazlehurst, MS
			Yankton, SD
			Hooversville, PA
			Logan,
			OH
			Haines, AK
			Barbourville, KY
			Gassville, AR
			St.
			George, SC
			Mountain View, AR
			Harrison, AR
			Hardy,
			AR
			Dawson, GA
			24
			16
			24
			24
			32
			30
			16
			32
			24
			43
			24
			32
			28
			12
			32
			48
			40
			36
			24
			24
			24
			24
			40
			24
			24
			32
			33
			32
			40
			32
			24
			28
			12
			33
			16
			25
			40
			895,639
			524,129
			557,262
			956,195
			1,061,228
			1,440,715
			548,717
			831,957
			549,052
			1,375,503
			794,786
			770,981
			703,434
			311,685
			984,894
			1,230,818
			1,271,276
			1,067,565
			781,074
			762,826
			980,840
			851,801
			961,118
			769,501
			767,537
			939,949
			1,137,508
			1,313,314
			1,227,319
			2,335,876
			778,941
			1,167,891
			453,569
			1,066,724
			112,696
			272,603
			1,160,429------------$33,717,352============


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 6 Apartment
			Properties
			Cost At
			Acquisition
			--------------------Partnership
			-----------
			Land
			----
			Buildings,
			Improvements
			and Equipment
			-------------
			Net Improvements
			Capitalized
			Subsequent to
			Acquisition
			----------------Spruce
			Shannon Apartments
			Carthage
			Coal
			City
			Blacksburg Terrace
			Frazier
			Ehrhardt
			Sinton
			Frankston
			Flagler Beach
			Oak
			Ridge
			Monett
			Arma
			Southwest City
			Meadowcrest
			Parsons
			Newport Village
			Goodwater Falls
			Northfield Station
			Pleasant Hill Square
			Winter
			Park
			Cornell
			Heritage Drive S.
			Brodhead
			Mt.
			Village
			Hazelhurst
			Sunrise
			Stony
			Creek
			Logan
			Place
			Haines
			Maple
			Wood
			Summerhill
			Dorchester
			Lancaster
			Autumn
			Village
			Hardy
			Dawson
			$60,040
			5,000
			115,814
			60,055
			39,930
			51,665
			9,020
			42,103
			30,000
			118,575
			40,000
			170,229
			85,512
			67,303
			72,500
			49,780
			61,350
			32,000
			44,250
			35,000
			95,000
			32,000
			44,247
			21,600
			55,000
			60,000
			90,000
			0
			39,300
			189,323
			79,000
			23,000
			13,000
			37,500
			20,000
			0
			40,000
			$108,772
			94,494
			578,597
			1,121,477
			1,278,860
			1,619,209
			671,750
			985,010
			639,068
			1,534,541
			995,782
			782,795
			771,316
			319,272
			1,130,651
			1,483,188
			1,470,505
			1,142,517
			977,220
			893,323
			1,121,119
			1,017,572
			1,151,157
			932,468
			884,596
			1,118,734
			1,269,252
			1,428,656
			1,477,527
			2,851,953
			924,144
			788,157
			239,455
			1,361,272
			595,604
			473,695
			346,569
			1,012,714
			605,300
			80,684
			147,091
			59,726
			5,968
			29,111
			25,946
			7,863
			65,560
			9,864
			81,562
			51,666
			50,307
			35,324
			0
			146,355
			240,461
			1,091
			33,603
			115,612
			118,227
			39,694
			28,620
			19,913
			11,422
			140,341
			227,479
			10,085
			66,487
			36,646
			508,629
			308,553
			(11,737)
			478
			458,294
			1,088,404-----------
			------------
			------------$2,029,096
			$36,580,277
			$5,857,343===========
			============
			============


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 6 Apartment Properties
			Gross Amount At
			Which Carried At December 31, 2006Partnership
			-----------
			Land
			----
			Buildings,
			Improvements
			and Equipment
			-------------
			Total
			-----Spruce
			Shannon Apartments
			Carthage
			Coal
			City
			Blacksburg Terrace
			Frazier
			Ehrhardt
			Sinton
			Frankston
			Flagler Beach
			Oak
			Ridge
			Monett
			Arma
			Southwest City
			Meadowcrest
			Parsons
			Newport Village
			Goodwater Falls
			Northfield Station
			Pleasant Hill Square
			Winter
			Park
			Cornell
			Heritage Drive S.
			Brodhead
			Mt.
			Village
			Hazelhurst
			Sunrise
			Stony
			Creek
			Logan
			Place
			Haines
			Maple
			Wood
			Summerhill
			Dorchester
			Lancaster
			Autumn
			Village
			Hardy
			Dawson
			86,308
			21,526
			119,404
			60,055
			39,930
			51,665
			9,020
			42,103
			30,000
			118,575
			40,000
			173,663
			89,512
			88,436
			87,700
			49,780
			61,350
			32,000
			44,250
			29,550
			102,494
			44,479
			37,440
			21,600
			55,000
			60,000
			112,363
			108,200
			39,300
			189,323
			79,000
			23,000
			13,000
			37,500
			20,000
			21,250
			40,000
			1,095,218
			683,268
			655,691
			1,268,568
			1,338,586
			,625,177
			700,861
			1,010,956
			646,931
			1,600,101
			1,005,646
			860,923
			818,982
			348,446
			1,150,775
			1,483,188
			1,616,860
			1,382,978
			978,311
			932,376
			1,229,237
			1,123,320
			1,197,658
			961,088
			904,509
			1,130,156
			1,387,230
			1,547,935
			1,487,612
			2,918,440
			960,790
			1,296,786
			548,008
			1,349,535
			596,082
			910,739
			1,434,973
			1,181,526
			704,794
			775,095
			1,328,623
			1,378,516
			1,676,842
			709,881
			1,053,059
			676,931
			1,718,676
			1,045,646
			1,034,586
			908,494
			436,882
			1,238,475
			1,532,968
			1,678,210
			1,414,978
			1,022,561
			961,926
			1,331,731
			1,167,799
			1,235,098
			982,688
			959,509
			1,190,156
			1,499,593
			1,656,135
			1,526,912
			3,107,763
			1,039,790
			1,319,786
			561,008
			1,387,035
			616,082
			931,989
			1,474,973-----------
			------------
			------------$2,278,776
			$42,187,940
			$44,466,716===========
			============
			============


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	SERIES 6 Partnership
			-----------
			Accumulated
			Depreciation
			------------------------
			Depreciable Life
			----------------Spruce
			Shannon Apartments
			Carthage
			Coal
			City
			Blacksburg Terrace
			Frazier
			Ehrhardt
			Sinton
			Frankston
			Flagler Beach
			Oak
			Ridge
			Monett
			Arma
			Southwest City
			Meadowcrest
			Parsons
			Newport Village
			Goodwater Falls
			Northfield Station
			Pleasant Hill Square
			Winter
			Park
			Cornell
			Heritage Drive S.
			Brodhead
			Mt.
			Village
			Hazelhurst
			Sunrise
			Stony
			Creek
			Logan
			Place
			Haines
			Maple
			Wood
			Summerhill
			Dorchester
			Lancaster
			Autumn
			Village
			Hardy
			Dawson
			505,609
			270,139
			464,781
			522,742
			781,085
			946,877
			368,322
			319,231
			201,594
			603,132
			543,048
			585,312
			541,583
			247,211
			461,351
			872,507
			891,255
			536,390
			375,895
			359,476
			566,719
			437,100
			688,100
			356,393
			341,545
			383,205
			728,796
			594,626
			686,179
			1,554,156
			525,016
			450,681
			282,340
			545,113
			234,279
			345,761
			479,428
			5-30
			5-40
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-50
			5-30
			5-40
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-40
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-40
			5-40
			5-25
			5-40
			5-50
			5-40
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-27.5
			5-40
			5-40
			5-40
			5-40-----------$19,596,977===========


---

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	GATEWAY TAX CREDIT FUND II LTD.
	NOTES TO SCHEDULE III
	Reconciliation of Land, Building & Improvements current year changes:SERIES
	2 Balance at beginning of period - December 31, 2005
			 Additions during period:
			  Acquisitions through foreclosure
			  Other acquisitions
			  Improvements, etc.
			  Other
			 Deductions during period:
			  Cost of real estate sold
			  Other
			0 
			48,934 
			22,533 
			0 
			---------
			0 
			0 
			---------
			$28,618,751 
			71,467 
			0 
			---------Balance at end of period - December 31, 2006
			
			$28,690,218 
			============Reconciliation
			of Accumulated Depreciation current year changes:
			Balance at beginning of period - December 31, 2005
			  Current year expense 
			  Less Accumulated Depreciation of real estate sold
			  Prior Year Adjustment
			886,431 
			0 
			0 
			---------
			$13,623,386 
			886,431 
			----------Balance at end of period - December 31, 2006
			
			$ 14,509,817 
			=========== SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006 GATEWAY TAX CREDIT FUND II LTD.
	NOTES TO SCHEDULE III
	Reconciliation of Land, Building & Improvements current year changes:SERIES
	3 Balance at beginning of period - December 31, 2005
			 Additions during period:
			  Acquisitions through foreclosure
			  Other acquisitions
			  Improvements, etc.
			  Other
			 Deductions during period:
			  Cost of real estate sold
			  Other
			0 
			130,599 
			(70,733)
			0 
			---------
			(7,645,116)
			(2)
			---------
			$28,371,578 
			59,866 
			(7,645,118)
			---------Balance at end of period - December 31, 2006
			
			$20,786,326 
			===========Reconciliation
			of Accumulated Depreciation current year changes:
			Balance at beginning of period - December 31, 2005
			  Current year expense
			  Less Accumulated Depreciation of real estate sold
			  Prior Year Adjustment
			730,021 
			(4,123,641)
			(2)
			--------
			$16,335,525 
			(3,393,622)
			----------Balance at end of period - December 31, 2006
			
			$12,941,903 
			============


---

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006
	GATEWAY TAX CREDIT FUND II LTD.
	NOTES TO SCHEDULE III
	Reconciliation of Land, Building & Improvements current year changes:SERIES
	4 Balance at beginning of period - December 31, 2005
			 Additions during period:
			  Acquisitions through foreclosure
			  Other acquisitions
			  Improvements, etc.
			  Other
			 Deductions during period:
			  Cost of real estate sold
			  Other
			0 
			216,078 
			(32,540)
			0 
			---------
			(4,533,671)
			(131,410)
			---------
			$34,610,262 
			183,538 
			(4,665,081)
			-----------Balance at end of period - December 31, 2006
			
			$30,128,719 
			============= Reconciliation of
	Accumulated Depreciation current year changes: Balance at beginning of period - December 31, 2005
			  Current year expense
			  Less Accumulated Depreciation of real estate sold
			  Prior Year Adjustment
			1,043,927 
			(1,796,739)
			(131,410)
			---------
			$ 15,441,345 
			(884,222)
			----------Balance at end of period - December 31, 2006
			
			$14,557,123 
			=========== SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
	OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
	AS OF DECEMBER 31, 2006 GATEWAY TAX CREDIT FUND II LTD.
	NOTES TO SCHEDULE III
	Reconciliation of Land, Building & Improvements current year changes:SERIES
	5 Balance at beginning of period - December 31, 2005
			 Additions during period:
			  Acquisitions through foreclosure
			  Other acquisitions
			  Improvements, etc.
			  Other
			 Deductions during period:
			  Cost of real estate sold
			  Other
			0 
			61,854 
			1,050 
			0 
			---------
			0 
			0 
			---------
			$39,627,850 
			62,904 
			0 
			---------Balance at end of period - December 31, 2006
			
			$39,690,754 
			============ Reconciliation of
	Accumulated Depreciation current year changes: Balance at beginning of period - December 31, 2005
			  Current year expense
			  Less Accumulated Depreciation of real estate sold
			  Prior Year Adjustment
			1,220,039 
			0 
			48,543 
			--------
			$17,923,547 
			1,268,582 
			----------Balance at end of period  December 31, 2006
			
			$19,192,129 
			============


---

SCHEDULE III - REAL ESTATE AND ACCUMULATED
			DEPRECIATION
			OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
			AS OF DECEMBER 31, 2006
			GATEWAY TAX CREDIT FUND II LTD.
			NOTES TO SCHEDULE III
			Reconciliation of Land, Building & Improvements current year
			changes:SERIES 6Balance at beginning of period - December 31, 2005
			 Additions during period:
			  Acquisitions through foreclosure
			  Other acquisitions
			  Improvements, etc.
			  Other
			 Deductions during period:
			  Cost of real estate sold (Mt. Crest)
			  Other
			0 
			749,565 
			13,194 
			0 
			---------
			0 
			0 
			---------
			$43,703,957 
			762,759 
			0 
			----------Balance at end of period - December 31, 2006
			
			$44,466,716 
			============ Reconciliation of
	Accumulated Depreciation current year changes: Balance at beginning of period - December 31, 2005
			  Current year expense
			  Less Accumulated Depreciation of real estate sold
			  Prior Year Adjustment
			1,303,793 
			0 
			(67,448)
			----------
			$18,360,632 
			1,236,345 
			----------Balance at end of period - December 31, 2006
			
			$19,596,977 
			============


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
	AS OF DECEMBER 31, 2006 SERIES 2 PARTNERSHIP
			-----------
			# OF
			UNITS
			------
			BALANCE
			-------
			INTEREST
			RATE 
			--------
			MONTHLY
			DEBT 
			SERVICE
			--------
			TERM
			(YEARS)
			------Claxton Elderly
			Deerfield II
			Hartwell Family
			Cherrytree Apts.
			Springwood Apts.
			Lakeshore Apts.
			Lewiston
			Charleston
			Sallisaw II
			Pocola
			Inverness Club
			Pearson Elderly
			Richland Elderly
			Lake
			Park
			Woodland Terrace
			Mt.
			Vernon Elderly
			Lakeland Elderly
			Prairie Apartments
			Sylacauga Heritage
			Manchester Housing
			Durango C.W.W.
			Columbus Sr.
			24
			24
			24
			33
			32
			34
			25
			32
			47
			36
			72
			25
			34
			48
			30
			21
			29
			21
			44
			49
			24
			16
			642,668
			685,046
			688,430
			1,171,645
			1,222,313
			1,028,943
			977,060
			822,721
			1,168,971
			964,101
			2,920,262
			604,276
			846,957
			1,451,303
			866,842
			560,309
			760,210
			953,728
			1,353,436
			1,421,548
			1,013,039
			426,278
			8.75%
			8.75%
			8.75%
			8.75%
			8.75%
			8.75%
			9.00%
			8.75%
			8.75%
			8.75%
			8.75%
			9.00%
			8.75%
			9.00%
			8.75%
			8.75%
			8.75%
			9.00%
			8.75%
			8.75%
			9.00%
			8.25%
			5,883
			6,284
			5,307
			9,011
			9,218
			7,905
			7,720
			6,333
			8,980
			7,407
			27,905
			4,926
			6,517
			11,466
			6,666
			4,309
			5,882
			7,515
			10,536
			10,958
			7,739
			3,102
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50$22,550,086
			===========  SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
	AS OF DECEMBER 31, 2006
	SERIES 3 PARTNERSHIP
			-----------
			# OF
			UNITS
			------
			BALANCE
			--------
			INTEREST
			RATE 
			-------
			MONTHLY
			DEBT 
			SERVICE
			-------
			TERM 
			(YEARS)
			------Poteau
			II
			Sallisaw
			Nowata
			Properties
			Waldron Properties
			Roland
			II
			Stilwell
			Hornellsville
			Sunchase II
			CE
			McKinley II
			Weston
			Apartments
			Countrywood Apts.
			Wildwood Apts.
			Hancock
			Hopkins
			Elkhart Apts.
			Heritage Villas
			Logansport Seniors
			52
			52
			32
			24
			52
			48
			24
			41
			16
			10
			40
			28
			12
			24
			54
			25
			32
			1,262,905
			1,282,190
			837,803
			623,604
			1,279,965
			1,161,938
			871,568
			1,176,774
			551,354
			266,943
			1,166,581
			829,462
			342,931
			710,649
			1,078,853
			662,032
			1,118,560
			9.50%
			9.50%
			9.50%
			9.00%
			9.50%
			9.50%
			9.00%
			9.00%
			8.75%
			9.00%
			9.00%
			9.50%
			9.50%
			8.75%
			9.00%
			8.75%
			8.75%
			10,682
			10,654
			6,905
			4,950
			10,657
			9,727
			6,927
			9,279
			5,146
			2,131
			9,310
			6,906
			3,119
			5,815
			9,198
			5,110
			6,745
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			40
			50
			50$15,224,112
			===========


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
	AS OF DECEMBER 31, 2006
	SERIES 4 PARTNERSHIP
			-----------
			# OF
			UNITS
			-----
			BALANCE
			-------
			INTEREST
			RATE  
			-------
			MONTHLY
			DEBT 
			SERVICE
			-------
			TERM 
			(YEARS)
			------Seneca
			Apartments
			Eudora
			Senior
			Westville
			Wellsville Senior
			Stilwell II
			Spring
			Hill Senior
			Tarpon
			Heights
			Oaks
			Apartments
			Wynnwood Common
			Chestnut Apartments
			St.
			George
			Williston
			Brackettville Sr.
			Sonora
			Seniors
			Ozona
			Seniors
			Fredericksburg Sr.
			St.
			Joseph
			Courtyard
			Rural
			Development
			Jasper
			Villas
			Jonesville Manor
			Norton
			Green
			Timpson Seniors
			Piedmont
			S.F. Arkansas City
			24
			36
			36
			24
			52
			24
			48
			32
			34
			24
			24
			24
			32
			32
			24
			48
			24
			21
			25
			25
			40
			40
			28
			36
			12
			595,304
			937,429
			839,986
			633,441
			1,259,978
			681,038
			1,372,818
			796,106
			1,340,852
			836,165
			735,713
			781,078
			804,278
			824,492
			617,690
			1,177,484
			809,871
			696,321
			1,180,721
			839,945
			1,320,675
			1,311,765
			658,399
			1,018,623
			335,627
			9.00%
			8.75%
			8.75%
			8.75%
			8.75%
			8.75%
			8.75%
			9.00%
			8.75%
			8.75%
			8.75%
			9.00%
			8.75%
			8.75%
			8.75%
			8.75%
			9.00%
			9.25%
			9.25%
			8.75%
			8.75%
			8.75%
			8.75%
			8.75%
			10.62%
			4,692
			7,269
			6,448
			4,859
			9,672
			5,236
			9,347
			6,663
			10,300
			6,419
			5,677
			6,147
			6,172
			6,337
			4,744
			9,050
			6,379
			5,622
			9,539
			6,450
			10,159
			10,085
			5,058
			7,856
			3,056
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50$22,405,799
			=========== SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
	AS OF DECEMBER 31, 2006
	SERIES 5 PARTNERSHIP
			-----------
			# OF
			UNITS
			-----
			BALANCE
			-------
			INTEREST
			RATE  
			-------
			MONTHLY
			DEBT 
			SERVICE
			-------
			TERM 
			(YEARS)
			------Seymour
			Effingham
			S.F.
			Winfield
			S.F. Medicine Lodge
			S.F.
			Ottawa
			S.F.
			Concordia
			Carrollton Club
			Scarlett Oaks
			Brooks
			Hill
			Greensboro
			Greensboro II
			Pine
			Terrace
			Shellman
			Blackshear
			Crisp
			Properties
			Crawford
			Yorkshire
			Woodcrest
			Fox
			Ridge
			Redmont II
			Clayton
			Alma
			Pemberton Village
			Magic
			Circle
			Spring
			Hill
			Menard
			Retirement
			Wallis
			Housing
			Zapata
			Housing
			Mill
			Creek
			Portland II
			Georgetown
			Cloverdale
			S.
			Timber Ridge
			Pineville
			Ravenwood
			37
			24
			12
			16
			24
			20
			78
			40
			44
			24
			32
			24
			27
			46
			31
			25
			60
			40
			24
			24
			24
			24
			24
			24
			36
			24
			24
			40
			60
			20
			24
			24
			44
			12
			24
			1,208,960
			786,073
			327,812
			446,851
			562,545
			548,664
			2,615,056
			1,357,065
			1,428,626
			714,573
			878,253
			710,115
			721,748
			1,290,416
			910,271
			727,680
			2,035,490
			1,239,859
			720,474
			680,279
			653,073
			717,627
			624,409
			640,033
			1,101,039
			614,238
			383,337
			955,915
			1,400,753
			569,662
			724,248
			741,553
			1,041,693
			312,642
			708,808
			8.75%
			8.75%
			11.37%
			10.62%
			10.62%
			11.87%
			7.75%
			8.25%
			8.25%
			7.75%
			7.75%
			8.25%
			8.25%
			8.25%
			8.25%
			8.25%
			8.25%
			8.25%
			9.00%
			8.75%
			8.25%
			8.75%
			8.75%
			8.75%
			8.25%
			8.75%
			8.75%
			8.75%
			8.25%
			8.75%
			8.25%
			8.75%
			8.75%
			8.25%
			7.25%
			9,346
			6,032
			3,016
			4,049
			5,126
			5,498
			18,064
			9,870
			10,398
			4,937
			6,129
			5,172
			5,264
			9,389
			6,632
			5,302
			14,842
			9,402
			5,673
			5,355
			4,760
			8,018
			4,782
			4,913
			8,018
			4,715
			3,688
			7,377
			10,192
			4,388
			5,265
			5,693
			7,986
			2,318
			4,595
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50$31,099,840
			===========


---

GATEWAY TAX CREDIT FUND II LTD.
	SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
	AS OF DECEMBER 31, 2006
	SERIES 6 PARTNERSHIP
			-----------
			# OF
			UNITS
			-----
			BALANCE
			-------
			INTEREST
			RATE  
			-------
			MONTHLY
			DEBT 
			SERVICE
			-------
			TERM 
			(YEARS)
			------Spruce
			Shannon Apartments
			Carthage
			Coal
			City
			Blacksburg Terrace
			Frazier
			Ehrhardt
			Sinton
			Frankston
			Flagler Beach
			Oak
			Ridge
			Monett
			Arma
			Southwest City
			Meadowcrest
			Parsons
			Newport Village
			Goodwater Falls
			Northfield Station
			Pleasant Hill Square
			Winter
			Park
			Cornell
			Heritage Drive S.
			Brodhead
			Mt.
			Village
			Hazelhurst
			Sunrise
			Stony
			Creek
			Logan
			Place
			Haines
			Maple
			Wood
			Summerhill
			Dorchester
			Lancaster
			Autumn
			Village
			Hardy
			Dawson
			24
			16
			24
			24
			32
			30
			16
			32
			24
			43
			24
			32
			28
			12
			32
			48
			40
			36
			24
			24
			24
			24
			40
			24
			24
			32
			33
			32
			40
			32
			24
			28
			12
			33
			16
			25
			40
			895,639
			524,129
			557,262
			956,195
			1,061,228
			1,440,715
			548,717
			831,957
			549,052
			1,375,503
			794,786
			770,981
			703,434
			311,685
			984,894
			1,230,818
			1,271,276
			1,067,565
			781,074
			762,826
			980,840
			851,801
			961,118
			769,501
			767,537
			939,949
			1,137,508
			1,313,314
			1,227,319
			2,335,876
			778,941
			1,167,891
			453,569
			1,066,724
			112,696
			272,603
			1,160,429
			8.75%
			8.75%
			8.75%
			7.75%
			8.25%
			8.25%
			7.75%
			8.25%
			8.75%
			8.25%
			8.25%
			8.25%
			8.75%
			8.25%
			8.25%
			7.75%
			7.75%
			7.75%
			7.75%
			7.75%
			8.25%
			8.25%
			8.25%
			7.75%
			8.25%
			8.25%
			8.75%
			8.75%
			8.25%
			8.25%
			7.75%
			8.25%
			7.75%
			7.75%
			7.00%
			6.00%
			7.25%
			6,857
			4,014
			4,371
			6,578
			7,738
			10,470
			3,791
			6,063
			4,207
			9,864
			5,800
			5,598
			5,388
			2,271
			7,160
			8,485
			8,798
			7,980
			5,379
			5,315
			7,131
			6,193
			6,990
			5,303
			5,574
			7,105
			8,711
			9,065
			8,909
			16,950
			5,381
			5,911
			3,118
			7,775
			2,608
			3,639
			7,524
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			50
			18
			50$33,717,352
			===========


---

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: September 12, 2008       By:/s/ Ronald M. Diner                               Ronald M. Diner
	                               President
	Date: September 12, 2008       By:/s/ J. Davenport Mosby III                               J. Davenport Mosby III
	                               Director
	Date: September 12, 2008       By:/s/ Jonathan Oorlog
	                               Jonathan Oorlog
	                               Vice President and Chief Financial Officer
	Date: September 12, 2008       By:/s/ Sandra C. Humphreys                               Sandra C. Humphreys
	                               Secretary and Treasurer


---

EXHIBIT 31.1 Rule 13a-14(a)/15d-14(a) Certification I, Ron Diner, certify that: 1. I have reviewed
	this Second Amended Report on Form 10-K/A-2 of Gateway Tax Credit Fund II,
	Ltd.; 2. Based on my
	knowledge, this report does not contain any untrue statement of a material
	fact or omit to state a material fact necessary to make the statements made,
	in light of the circumstances under which such statements were made, not
	misleading with respect to the period covered by this report; 3. Based on my
	knowledge, the financial statements, and other financial information
	included in this report, fairly present in all material respects the
	financial condition, results of operations and cash flows of the registrant
	as of, and for, the periods presented in this report; 4. The registrant's
	other certifying officer and I are responsible for establishing and
	maintaining disclosure controls and procedures (as defined in Exchange Act
	Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
	(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
	registrant and have: (a) Designed such disclosure controls and procedures, or caused such
	disclosure controls  and procedures to be designed under our supervision, to
	ensure that material  information relating to the registrant, including its
	consolidated subsidiaries is  made known to us by others within those
	entities, particularly during the period in  which this report is being
	prepared; (b) Designed such internal control over financial reporting, or caused such
	internal  control over financial reporting to be designed under our
	supervision, to provide  reasonable assurance regarding the reliability of
	financial reporting and the  preparation of financial statements for
	external purposes in accordance with  generally accepted accounting
	principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and
	procedures and  presented in this report our conclusions about the
	effectiveness of the disclosure  controls and procedures, as of the end of
	the period covered by this report based on  such evaluation; and (d) Disclosed in this report any change in the registrant's internal control
	over  financial reporting that occurred during the registrant's most recent
	fiscal quarter  (the registrant's fourth fiscal quarter in the case of an
	annual report) that has  materially affected, or is reasonably likely to
	materially affect, the registrant's  internal control over financial
	reporting; and 5. The registrant's
	other certifying officer and I have disclosed, based on our most recent
	evaluation of internal control over financial reporting, to the registrant's
	auditors and the audit committee of the registrant's board of directors (or
	persons performing the equivalent functions): (a) All
	significant deficiencies and material weaknesses in the design or operation
	of  internal control over financial reporting which are reasonably likely to
	adversely  affect the registrant's ability to record, process, summarize and
	report financial  information; and (b) Any
	fraud, whether or not material, that involves management or other employees
	who  have a significant role in the registrant's internal control over
	financial  reporting.  Date:September 12, 2008By:/s/ Ronald M. DinerPresidentRaymond James Tax Credit Funds, Inc.(the Managing General Partner)


---

EXHIBIT 31.2 Rule 13a-14(a)/15d-14(a) Certification I,
	Jonathan Oorlog, certify that:  1. I have reviewed
	this Second Amended Report on Form 10-K/A-2 of Gateway Tax Credit Fund II,
	Ltd.; 2. Based on my
	knowledge, this report does not contain any untrue statement of a material
	fact or omit to state a material fact necessary to make the statements made,
	in light of the circumstances under which such statements were made, not
	misleading with respect to the period covered by this report; 3. Based on my
	knowledge, the financial statements, and other financial information
	included in this report, fairly present in all material respects the
	financial condition, results of operations and cash flows of the registrant
	as of, and for, the periods presented in this report; 4. The registrant's
	other certifying officer and I are responsible for establishing and
	maintaining disclosure controls and procedures (as defined in Exchange Act
	Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
	(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
	registrant and have: (a) Designed such disclosure controls and procedures, or caused such
	disclosure controls  and procedures to be designed under our supervision, to
	ensure that material  information relating to the registrant, including its
	consolidated subsidiaries is  made known to us by others within those
	entities, particularly during the period in  which this report is being
	prepared; (b) Designed such internal control over financial reporting, or caused such
	internal  control over financial reporting to be designed under our
	supervision, to provide  reasonable assurance regarding the reliability of
	financial reporting and the  preparation of financial statements for
	external purposes in accordance with  generally accepted accounting
	principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and
	procedures  and presented in this report our conclusions about the
	effectiveness of the  disclosure controls and procedures, as of the end of
	the period covered by this  report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control
	over  financial reporting that occurred during the registrant's most recent
	fiscal quarter  (the registrant's fourth fiscal quarter in the case of an
	annual report) that has  materially affected, or is reasonably likely to
	materially affect, the registrant's  internal control over financial
	reporting; and 5. The registrant's
	other certifying officer and I have disclosed, based on our most recent
	evaluation of internal control over financial reporting, to the registrant's
	auditors and the audit committee of the registrant's board of directors (or
	persons performing the equivalent functions): (a) All
	significant deficiencies and material weaknesses in the design or operation
	of  internal control over financial reporting which are reasonably likely to
	adversely  affect the registrant's ability to record, process, summarize and
	report financial  information; and (b) Any
	fraud, whether or not material, that involves management or other employees
	who  have a significant role in the registrant's internal control over
	financial  reporting.  Date:September 12, 2008By:/s/
			Jonathan OorlogVice President
			and Chief Financial OfficerRaymond James
			Tax Credit Funds, Inc.(the Managing
			General Partner)


---

EXHIBIT 32    CERTIFICATION PURSUANT TO 18
	U.S.C. SECTION 1350  We, each hereby certify to the best of our knowledge that the Second
	Amended Annual Report of Form 10-K/A-2 of Gateway Tax Credit Fund II Ltd.
	for the year ended March 31, 2007 containing the financial statements fully
	complies with the requirements of Section 13(a) or 15(d)of the Securities
	Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information
	contained in the periodic report fairly presents, in all material respects,
	the financial condition and results of operations of the Company. /s/ Ronald M. DinerPresident
	Raymond James Tax Credit Funds, Inc.
	(the Managing General Partner)
	September 12, 2008/s/ Jonathan OorlogVice President and Chief Financial Officer
	Raymond James Tax Credit Funds, Inc.
	(the Managing General Partner)
	September 12, 2008