UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2009~~2010

[ ] 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 incorporation or organization)		(IRS Employer No.)

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 Record Holders
Title of Class		as of March 31, ~~2009~~2010
Beneficial Assignee Certificates		2,~~015~~010
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).

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, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller Reporting Company [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 Registrant’s Limited Partnership interests.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I, II, III and IV - Form S-11 Registration Statement

and all amendments and supplements thereto.

File No. 33-31821

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 (“Tax Credits”) under Section 42 of the Internal Revenue Code, 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, ~~2009~~2010, Gateway had received capital contributions of $195,410 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, ~~2009~~2010. Each Series invests 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 properties 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 all of its investments in Project Partnerships. As of March 31, ~~2009~~ 2010, 49 62 Project Partnerships once held by Gateway have been sold or otherwise disposed. Project Partnership investments held by Series as of March 31, ~~2009~~2010 are as follows: 1712 Project Partnerships for Series 2, 15 Project Partnerships for Series 3, 109 Project Partnerships for Series 4, 28 21 Project Partnerships for Series 5 and 29 Project Partnerships for Series 6. Gateway acquired its interests in the Project Partnerships by becoming a limited partner in the Project Partnerships that own the properties. As of March 31, ~~2009~~2010, the capital received for each ~~series~~ Series was fully invested in Project Partnerships and management plans no new Project Partnership acquisitions.

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. Gateway has also received proceeds from the sale of Project Partnerships and made corresponding cash distributions to Assignees.

All but two of the Project Partnerships are government subsidized. Most have mortgage loans from the Farmers Home Administration (now called USDA 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.

Item 1. Business (Continued)

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 contributions of Investors;

3) Participate in any capital appreciation in the value of the Projects; and

4) Provide passive losses to individual investors to offset passive income from other passive activities, and provide passive losses to corporate investors to offset business income.

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, ~~2009~~2010, the investor capital contributions were successfully invested in Project Partnerships which met the investment criteria. The Tax Credits have been provided to Gateway’s investors and the fifteen year Tax Credit compliance period has expired for all of the Project Partnerships. Gateway is now in the process of disposing of its remaining interests and distributing proceeds from those sales to the Assignees. Gateway’s objective is to sell Gateway’s interest in such properties for fair market value and ultimately, liquidate the Project Partnerships and in turn 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

When Project Partnerships reach the end of their Tax Credit compliance period, Gateway initiates a process of disposing of its investments in the Project Partnerships. The objective is to sell Gateway's interest in such properties for fair market value and ultimately, liquidate the Project Partnerships and in turn, when Gateway's last Project Partnership investment is sold, liquidate Gateway.

The IRS compliance period for low-income housing Tax Credit properties is generally 15 years from occupancy following construction or rehabilitation completion.

All of the Project Partnerships have reached the end of their Tax Credit compliance period. As of March 31, ~~2009~~2010, 4962 of the Project Partnership investments have been sold 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 Assignee Limited Partners of those Series of Gateway. On a cumulative basis as of March 31, ~~2009~~2010, $844,487 of net sales proceeds representing $137.59 per Assignee Limited Partner unit in Series 2, $535,698 of net sales proceeds representing $98.18 per Assignee Limited Partner unit in Series 3, $~~487~~678,~~507~~707 of net sales proceeds representing $7098.5015 per Assignee Limited Partner unit in Series 4, $464,238 of net sales proceeds representing $53.87 per Assignee Limited Partner unit in Series 5, and $~~324~~455,~~826~~ 888 of net sales proceeds representing $3245.1108 per Assignee Limited Partner unit in Series 6 have been distributed to the Assignee Limited Partners of the respective Series. Subsequent to year-end, an additional $191,200 of net sales proceeds representing $27.65 per Assignee Limited Partner unit in Series 4 was distributed in April 2009 and an additional $131,062 of net sales proceeds representing $12.97 per Assignee Limited Partner in Series 6 was distributed in May 2009.

Item 1A. Risk Factors

~~Gateway, as~~The aGeneral ~~limited~~Partners ~~partner~~do innot believe the Project Partnerships, isare subject to ~~risks inherent in~~ the ~~ownership~~risks ofgenerally ~~property~~associated ~~which~~with ~~are~~conventionally ~~beyond~~financed ~~its~~nonsubsidized ~~control,~~apartment ~~such~~properties. Risks asrelated ~~fluctuations in~~to ~~occupancy~~the ~~rates~~operations ~~and~~of ~~operating~~Gateway ~~expenses,~~are ~~variations~~described in ~~rental~~detail ~~schedules, proper~~on ~~maintenance~~pages ~~and~~23 ~~continued~~through ~~eligibility~~34 of ~~Tax Credits. If~~ the ~~cost~~ ofProspectus, ~~operating~~as asupplemented, ~~property~~contained ~~exceeds~~in the ~~rental~~Registration ~~income earned thereon~~Statement, ~~Gateway may~~File ~~deem~~No. it33-31821 in(“Prospectus”) ~~its~~under ~~best~~the ~~interest~~Caption to“Risk ~~voluntarily~~Factors” ~~provide~~which ~~funds~~is inincorporated ~~order~~herein ~~to protect~~by ~~its investment~~reference. ~~No such contributions have been made during fiscal year 2009.~~

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 a 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 disposal of a Project Partnership. The price at which a Project Partnership is sold may not be sufficient ~~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 holds an interest in properties through its limited partnership investments in Project Partnerships. The net investment for book purposes as of March 31, ~~2009~~2010 is zero for each Project Partnership for all Series. The following table provides certain summary information regarding the Project Partnerships in which Gateway held an interest as of December 31, ~~2008~~2009 (the Project Partnerships’ financial information contained herein is reported on a 3-month lag):

SERIES 2
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE
Deerfield II	Douglas, GA	24	9/90	854,562	7192%
Hartwell Family	Hartwell, GA	24	9/90	859,698	9675%
Cherrytree Apts.	Albion, PA	33	9/90	1,~~476~~486,~~817~~443	91%
Springwood Apts.	Westfield, NY	32	9/90	1,~~568~~585,~~513~~632	9188%
Lewiston	Lewiston, NY	25	10/90	1,233,935	92%
Pearson Elderly	Pearson, GA	25	9/90	781,460	100%
Charleston	Charleston, AR	32	9/90	1,076,098	75%
Richland Elderly	Richland, GA	34	9/90	1,057,871	100%
Sallisaw II	Sallisaw, OK	47	9/90	1,517,589	96%
Pocola	Pocola, OK	36	10/90	1,245,870	92%
Pearson Elderly	Pearson, GA	25	9/90	781,460	96%
Richland Elderly	Richland, GA	34	9/90	1,057,871	94%
Woodland Terrace	Waynesboro, GA	30	9/90	1,081,564	97%
Mt. Vernon Elderly	Mt. Vernon, GA	21	9/90	700,935	9590%
Lakeland Elderly	Lakeland, GA	29	9/90	955,815	8397%
Sylacauga Heritage	Sylacauga, AL	44	12/90	1,785,902	80%
Manchester Housing	Manchester, GA	49	1/91	1,781,372	98%
Manchester Housing	Manchester, GA	49	1/91	1,781,372	100%
Durango C.W.W.	Durango, CO	24	1/91	1,452,154	96%
Durango C.W.W.	Durango, CO	24	1/91	1,393,364	100%
Columbus Seniors	Columbus, KS	16	5/92	582,967	100%
Columbus Seniors	Columbus, KS	16	5/92	571,117	100%
Total Series 2		341		$ 13,180,473
Total Series 2		525		$ 19,942,482
The average effective rental income per unit for the year ended December 31, 2009 is $4,531 per year ($378 per month).
The average effective rental income per unit for the year ended December 31, 2008 is $4,092 per year ($341 per month).

SERIES 3
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE

Poteau II	Poteau, OK	52	8/90	1,789,148	77%
Sallisaw	Sallisaw, OK	52	8/90	1,744,103	90%
Nowata Properties	Oolagah, OK	32	8/90	1,148,484	66%
Waldron Properties	Waldron, AR	24	9/90	860,273	100%
Roland II	Roland, OK	52	10/90	1,804,010	92%
Stilwell	Stilwell, OK	48	10/90	1,597,701	69%
Hornellsville	Arkport, NY	24	9/90	1,188,883	96%
CE McKinley II	Rising Sun, MD	16	9/90	883,829	100%
Weston Apartments	Weston, AL	10	11/90	363,467	100%
Countrywood Apts.	Centreville, AL	40	11/90	1,643,039	100%
Wildwood Apts.	Pineville, LA	28	11/90	1,136,139	96%
Hancock	Hawesville, KY	12	12/90	440,425	100%
Hopkins	Madisonville, KY	24	12/90	927,256	96%
Elkhart Apts.	Elkhart, TX	54	1/91	1,758,083	98%
Heritage Villas	Helena, GA	25	3/91	824,759	92%

Total Series 3		493		$ 18,109,599

The average effective rental income per unit for the year ended December 31, 2009 is $4,143 per year ($345 per month).

Item 2. Properties (Continued)

SERIES 3
SERIES 4
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE
Poteau II	Poteau, OK	52	8/90	1,789,148	87%
Seneca Apartments	Seneca, MO	24	2/91	851,577	96%
Sallisaw	Sallisaw, OK	52	8/90	1,744,103	98%
Westville	Westville, OK	36	3/91	1,101,686	97%
Nowata Properties	Oolagah, OK	32	8/90	1,148,484	59%
Wellsville Senior	Wellsville, KS	24	3/91	812,002	92%
Waldron Properties	Waldron, AR	24	9/90	860,273	92%
Stilwell II	Stilwell, OK	52	3/91	1,657,974	75%
Roland II	Roland, OK	52	10/90	1,804,010	94%
Spring Hill Senior	Spring Hill, KS	24	3/91	1,036,369	100%
Stilwell	Stilwell, OK	48	10/90	1,597,701	90%
Wynnwood Common	Fairchance, PA	34	4/91	1,730,372	100%
Hornellsville	Arkport, NY	24	9/90	1,184,817	96%
Courtyard	Huron, SD	21	6/91	912,670	95%
CE McKinley II	Rising Sun, MD	16	9/90	855,929	100%
Piedmont	Barnesville, GA	36	8/91	1,289,047	81%
Weston Apartments	Weston, AL	10	11/90	349,236	100%
S.F. Arkansas City	Arkansas City, KS	12	8/91	412,028	92%
Countrywood Apts.	Centreville, AL	40	11/90	1,635,237	98%
Total Series 4		263		$ 9,803,725
Wildwood Apts.	Pineville, LA	28	11/90	1,122,197	96%
The average effective rental income per unit for the year ended December 31, 2009 is $4,421 per year ($368 per month).
Hancock	Hawesville, KY	12	12/90	440,425	100%
Hopkins	Madisonville, KY	24	12/90	927,256	96%
Elkhart Apts.	Elkhart, TX	54	1/91	1,731,326	93%
Heritage Villas	Helena, GA	25	3/91	824,759	100%
Total Series 3		493		$ 18,014,901
The average effective rental income per unit for the year ended December 31, 2008 is $4,059 per year ($338 per month).

SERIES 4
SERIES 5
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE
Seneca Apartments	Seneca, MO	24	2/91	849,314	96%
S.F. Winfield	Winfield, KS	12	8/91	402,402	83%
Westville	Westville, OK	36	3/91	1,101,686	94%
S.F.Medicine Lodge	Medicine Lodge, KS	16	8/91	574,565	100%
Wellsville Senior	Wellsville, KS	24	3/91	810,970	88%
S.F. Ottawa	Ottawa, KS	24	8/91	736,765	92%
Stilwell II	Stilwell, OK	52	3/91	1,657,974	88%
S.F. Concordia	Concordia, KS	20	8/91	697,372	70%
Spring Hill Senior	Spring Hill, KS	24	3/91	1,036,369	96%
Carrollton Club	Carrollton, GA	78	9/91	3,217,901	91%
Wynnwood Common	Fairchance, PA	34	4/91	1,725,462	100%
Scarlett Oaks	Lexington, SC	40	9/91	1,691,500	98%
St. Joseph	St. Joseph, IL	24	6/91	976,884	96%
Brooks Hill	Ellijay, GA	44	9/91	1,771,618	95%
Courtyard	Huron, SD	21	6/91	908,671	100%
Greensboro	Greensboro, GA	24	9/91	866,259	92%
Piedmont	Barnesville, GA	36	8/91	1,289,047	78%
Greensboro II	Greensboro, GA	32	9/91	1,088,664	100%
S.F. Arkansas City	Arkansas City, KS	12	8/91	412,028	92%
Crawford	Crawford, GA	25	9/91	907,712	96%
Total Series 4		287		$ 10,768,405
Yorkshire	Wagoner, OK	60	9/91	2,665,552	92%
The average effective rental income per unit for the year ended December 31, 2008 is $4,376 per year ($365 per month).
Clayton	Clayton, OK	24	9/91	871,530	96%
Alma	Alma, AR	24	9/91	957,710	100%
Spring Hill	Spring Hill, KS	36	9/91	1,449,378	97%
Menard Retirement	Menard, TX	24	9/91	795,318	92%
Wallis Housing	Wallis, TX	24	9/91	578,333	83%
Mill Creek	Grove, OK	60	11/91	1,741,669	100%
Cloverdale	Cloverdale, IN	24	1/92	1,035,113	96%
So. Timber Ridge	Chandler, TX	44	1/92	1,389,759	95%
Pineville	Pineville, MO	12	5/92	444,017	83%
Ravenwood	Americus, GA	24	1/94	900,996	96%
Total Series 5		671		$ 24,784,133
The average effective rental income per unit for the year ended December 31, 2009 is $4,635 per year ($386 per month).

Item 2. Properties (Continued)

SERIES 5
SERIES 6
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE
Seymour	Seymour, IN	37	8/91	1,517,702	97%
Carthage	Carthage, MO	24	1/92	837,205	100%
Effingham	Effingham, IL	24	8/91	980,617	92%
Coal City	Coal City, IL	24	3/92	1,230,424	92%
S.F. Winfield	Winfield, KS	12	8/91	402,402	92%
Frazer Place	Smyrna, DE	30	4/92	1,681,564	97%
S.F.Medicine Lodge	Medicine Lodge, KS	16	8/91	572,924	94%
Ehrhardt	Ehrhardt, SC	16	4/92	723,569	94%
S.F. Ottawa	Ottawa, KS	24	8/91	732,342	88%
Sinton	Sinton, TX	32	4/92	1,053,980	97%
S.F. Concordia	Concordia, KS	20	8/91	695,907	95%
Frankston	Frankston, TX	24	4/92	676,931	92%
Carrollton Club	Carrollton, GA	78	9/91	3,217,901	100%
Flagler Beach	Flagler Beach, FL	43	5/92	1,718,676	98%
Scarlett Oaks	Lexington, SC	40	9/91	1,691,500	100%
Oak Ridge	Williamsburg, KY	24	5/92	1,098,954	96%
Brooks Hill	Ellijay, GA	44	9/91	1,768,050	100%
Monett	Monett, MO	32	5/92	1,063,651	100%
Greensboro	Greensboro, GA	24	9/91	866,259	100%
Arma	Arma, KS	28	5/92	978,000	96%
Greensboro II	Greensboro, GA	32	9/91	1,088,664	94%
Southwest City	Southwest City, MO	12	5/92	458,001	100%
Pine Terrace	Wrightsville, GA	24	9/91	886,101	83%
Meadowcrest	Luverne, AL	32	6/92	1,251,264	97%
Shellman	Shellman, GA	27	9/91	901,648	89%
Parsons	Parsons, KS	48	7/92	1,532,968	100%
Blackshear	Cordele, GA	46	9/91	1,602,204	100%
Goodwater Falls	Jenkins, KY	36	7/92	1,329,147	100%
Crisp Properties	Cordele, GA	31	9/91	1,128,234	94%
Northfield Station	Corbin, KY	24	7/92	971,044	92%
Crawford	Crawford, GA	25	9/91	907,712	92%
Pleasant Hill	Somerset, KY	24	7/92	906,672	88%
Yorkshire	Wagoner, OK	60	9/91	2,665,552	95%
Heritage Drive So.	Jacksonville, TX	40	1/92	1,303,538	98%
Woodcrest	South Boston, VA	40	9/91	1,637,394	98%
Brodhead	Brodhead, KY	24	7/92	1,011,142	100%
Clayton	Clayton, OK	24	9/91	871,530	96%
Mt. Village	Mt. Vernon, KY	24	7/92	977,483	100%
Alma	Alma, AR	24	9/91	957,710	96%
Hazlehurst	Hazlehurst, MS	32	8/92	1,228,475	100%
Spring Hill	Spring Hill, KS	36	9/91	1,449,378	100%
Sunrise	Yankton, SD	33	8/92	1,524,321	88%
Menard Retirement	Menard, TX	24	9/91	795,318	88%
Stony Creek	Hooversville, PA	32	8/92	1,667,523	94%
Wallis Housing	Wallis, TX	24	9/91	578,333	88%
Logan Place	Logan, OH	40	9/92	1,526,912	83%
Mill Creek	Grove, OK	60	11/91	1,741,669	98%
Haines	Haines, AK	32	8/92	3,187,898	94%
Cloverdale	Cloverdale, IN	24	1/92	1,026,766	96%
Maple Wood	Barbourville, KY	24	8/92	1,039,790	100%
So. Timber Ridge	Chandler, TX	44	1/92	1,377,928	89%
Summerhill	Gassville, AR	28	9/92	1,319,786	96%
Pineville	Pineville, MO	12	5/92	438,863	83%
Dorchester	St. George, SC	12	9/92	560,826	100%
Ravenwood	Americus, GA	24	1/94	900,996	96%
Lancaster	Mountain View, AR	33	9/92	1,388,499	94%
Total Series 5		900		$ 33,401,604
Dawson	Dawson, GA	40	11/93	1,474,973	100%
The average effective rental income per unit for the year ended December 31, 2008 is $4,376 per year ($365 per month).
Total Series 6		847		$ 35,723,216
The average effective rental income per unit for the year ended December 31, 2009 is $4,799 per year ($400 per month).

Item 2. Properties (Continued)

SERIES 6
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE
Carthage	Carthage, MO	24	1/92	834,701	96%
Coal City	Coal City, IL	24	3/92	1,213,415	100%
Frazer Place	Smyrna, DE	30	4/92	1,676,842	100%
Ehrhardt	Ehrhardt, SC	16	4/92	709,881	100%
Sinton	Sinton, TX	32	4/92	1,053,980	100%
Frankston	Frankston, TX	24	4/92	676,931	92%
Flagler Beach	Flagler Beach, FL	43	5/92	1,718,676	98%
Oak Ridge	Williamsburg, KY	24	5/92	1,051,446	100%
Monett	Monett, MO	32	5/92	1,057,577	97%
Arma	Arma, KS	28	5/92	966,172	96%
Southwest City	Southwest City, MO	12	5/92	451,726	92%
Meadowcrest	Luverne, AL	32	6/92	1,251,264	100%
Parsons	Parsons, KS	48	7/92	1,532,968	100%
Goodwater Falls	Jenkins, KY	36	7/92	1,329,147	97%
Northfield Station	Corbin, KY	24	7/92	971,044	100%
Pleasant Hill	Somerset, KY	24	7/92	906,672	96%
Heritage Drive So.	Jacksonville, TX	40	1/92	1,274,924	90%
Brodhead	Brodhead, KY	24	7/92	1,006,699	100%
Mt. Village	Mt. Vernon, KY	24	7/92	965,209	100%
Hazlehurst	Hazlehurst, MS	32	8/92	1,218,668	100%
Sunrise	Yankton, SD	33	8/92	1,510,956	100%
Stony Creek	Hooversville, PA	32	8/92	1,656,135	84%
Logan Place	Logan, OH	40	9/92	1,526,912	75%
Haines	Haines, AK	32	8/92	3,179,298	88%
Maple Wood	Barbourville, KY	24	8/92	1,039,790	100%
Summerhill	Gassville, AR	28	9/92	1,319,786	100%
Dorchester	St. George, SC	12	9/92	560,826	100%
Lancaster	Mountain View, AR	33	9/92	1,388,499	100%
Dawson	Dawson, GA	40	11/93	1,474,973	98%
Total Series 6		847		$ 35,525,117
The average effective rental income per unit for the year ended December 31, 2008 is $4,605 per year ($384 per month).

A summary of the book value of the fixed assets of the Project Partnerships as of December 31, 2009, 2008 and 2007 is as follows:

		12/31/2009
		SERIES 2		SERIES 3		SERIES 4
Land	$	463,700	$	592,050	$	303,212
Land Improvements		84,218		13,890		74,183
Buildings		12,112,191		16,397,399		8,842,633
Furniture and Fixtures		519,314		1,106,260		583,697
Construction in Process		1,050		0		0

Properties, at Cost		13,180,473		18,109,599		9,803,725
Less: Accum Depr.		7,612,629		13,678,368		6,139,948

Properties, Net	$	5,567,844	$	4,431,231	$	3,663,777

		SERIES 5		SERIES 6		TOTAL
Land	$	925,074	$	1,440,621	$	3,724,657
Land Improvements		85,638		438,321		696,250
Buildings		22,649,364		32,206,053		92,207,640
Furniture and Fixtures		1,124,057		1,638,221		4,971,549
Construction in Process		0		0		1,050

Properties, at Cost		24,784,133		35,723,216		101,601,146
Less: Accum Depr.		14,679,740		18,441,720		60,552,405

Properties, Net	$	10,104,393	$	17,281,496	$	41,048,741

		12/31/2008
		SERIES 2		SERIES 3		SERIES 4
Land	$	644,180	$	592,050	$	331,212
Land Improvements		73,736		4,190		123,187
Buildings		18,519,919		16,347,352		9,716,811
Furniture and Fixtures		703,597		1,071,309		597,195
Construction in Process		1,050		0		0

Properties, at Cost		19,942,482		18,014,901		10,768,405
Less: Accum Depr.		11,263,643		13,026,461		6,452,311

Properties, Net	$	8,678,839	$	4,988,440	$	4,316,094

		SERIES 5		SERIES 6		TOTAL
Land	$	1,229,274	$	1,440,621	$	4,237,337
Land Improvements		85,638		456,568		743,319
Buildings		30,656,751		32,055,443		107,296,276
Furniture and Fixtures		1,429,941		1,572,485		5,374,527
Construction in Process		0		0		1,050

Properties, at Cost		33,401,604		35,525,117		117,652,509
Less: Accum Depr.		18,621,856		17,375,761		66,740,032

Properties, Net	$	14,779,748	$	18,149,356	$	50,912,477

Item 2. Properties (Continued)

A summary of the book value of the fixed assets of the Project Partnerships as of December 31, 2008, 2007 and 2006 is as follows:

		12/31/2008
		SERIES 2		SERIES 3		SERIES 4
Land	$	644,180	$	592,050	$	331,212
Land Improvements		73,736		4,190		123,187
Buildings		18,519,919		16,347,352		9,716,811
Furniture and Fixtures		703,597		1,071,309		597,195
Construction in Process		1,050		0		0
Properties, at Cost		19,942,482		18,014,901		10,768,405
Less: Accum Depr.		11,263,643		13,026,461		6,452,311
Properties, Net	$	8,678,839	$	4,988,440	$	4,316,094
		SERIES 5		SERIES 6		TOTAL
Land	$	1,229,274	$	1,440,621	$	4,237,337
Land Improvements		85,638		456,568		743,319
Buildings		30,656,751		32,055,443		107,296,276
Furniture and Fixtures		1,429,941		1,572,485		5,374,527
Construction in Process		0		0		1,050
Properties, at Cost		33,401,604		35,525,117		117,652,509
Less: Accum Depr.		18,621,856		17,375,761		66,740,032
Properties, Net	$	14,779,748	$	18,149,356	$	50,912,477

		12/31/2007
		SERIES 2		SERIES 3		SERIES 4
Land	$	656,680	$	592,050	$	637,012
Land Improvements		171,440		4,190		117,388
Buildings		19,577,352		16,337,565		15,880,793
Furniture and Fixtures		949,809		1,037,023		1,116,367
Construction in Process		1,050		0		0

Properties, at Cost		21,356,331		17,970,828		17,751,560
Less: Accum Depr.		11,322,241		12,377,887		10,348,451

Properties, Net	$	10,034,090	$	5,592,941	$	7,403,109

		SERIES 5		SERIES 6		TOTAL
Land	$	1,229,274	$	1,668,141	$	4,783,157
Land Improvements		85,638		597,680		976,336
Buildings		30,650,941		38,266,608		120,713,259
Furniture and Fixtures		1,409,009		2,367,292		6,879,500
Construction in Process		0		3,200		4,250

Properties, at Cost		33,374,862		42,902,921		133,356,502
Less: Accum Depr.		17,555,792		19,982,823		71,587,194

Properties, Net	$	15,819,070	$	22,920,098	$	61,769,308

Item 2. Properties (Continued)

		12/31/2006
		SERIES 2		SERIES 3		SERIES 4
Land	$	1,012,180	$	684,171	$	1,022,612
Land Improvements		176,254		60,548		189,887
Buildings		26,493,385		18,752,377		27,284,781
Furniture and Fixtures		1,008,399		1,289,230		1,631,439
Construction in Process		0		0		0
Properties, at Cost		28,690,218		20,786,326		30,128,719
Less: Accum Depr.		14,509,817		12,941,903		14,557,123
Properties, Net	$	14,180,401	$	7,844,423	$	15,571,596
		SERIES 5		SERIES 6		TOTAL
Land	$	1,451,551	$	1,709,391	$	5,879,905
Land Improvements		160,551		569,385		1,156,625
Buildings		36,218,888		39,614,448		148,363,879
Furniture and Fixtures		1,859,764		2,573,492		8,362,324
Construction in Process		0		0		0
Properties, at Cost		39,690,754		44,466,716		163,762,733
Less: Accum Depr.		19,192,129		19,596,977		80,797,949
Properties, Net	$	20,498,625	$	24,869,739	$	82,964,784

Item 3. Legal Proceedings

Gateway is not a party to any material pending legal proceedings.

Item 4. ~~Submission~~(Removed ofand ~~Matters to a Vote of Security Holders~~Reserved)

~~As of March 31, 2009, no matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise.~~9

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(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:

		Number of Record Holders
Title of Class		as of March 31, ~~2009~~2010
Beneficial Assignee Certificates		2,~~015~~010
General Partner Interest		2

Item 6. Selected Financial Data

FOR THE YEARS ENDED MARCH 31,

SERIES 2	~~2009~~2010	~~2008~~2009	~~2007~~2008	~~2006~~2007	~~2005~~2006
Total Revenues	$ 13,~~586~~859	$ 13,~~326~~586	$ 1513,~~209~~326	$ 715,~~263~~209	$ 137,~~938~~263
Net (Loss) Income	(91,691)	538,973	(119,127)	(156,399)	(97,520)
Net Income (Loss)	248,823	(91,691)	538,973	(119,127)	(156,399)
Equity in Loss of Project Partnerships	-	-	-	~~(32,092)~~-	(1032,~~911~~092)
Total Assets	~~161~~451,~~708~~096	~~209~~161,~~701~~708	~~257~~209,~~364~~701	~~316~~257,~~805~~364	~~394~~316,~~306~~805
Investments In Project Partnerships	-	-	-	-	~~34,391~~-
Per BAC: (A)
Tax Credits	.00	.00	.0200	.1402	.14
Portfolio Income	41.1844	84.6618	68.6566	46.7465	4.1874
Passive Loss	(~~100~~79.6358)	(89100.1063)	(~~125~~89.5810)	(~~129~~125.6258)	(~~142~~129.0662)
Net (Loss) Income	(14.79)	86.96	(19.22)	(25.23)	(15.73)
Net Income (Loss)	40.15	(14.79)	86.96	(19.22)	(25.23)
Distributions Paid	-	~~137.59~~-	-137.59	-	-

FOR THE YEARS ENDED MARCH 31,

SERIES 3	~~2009~~2010	~~2008~~2009	~~2007~~2008	~~2006~~2007	~~2005~~2006
Total Revenues	$ 1417,~~465~~501	$ 1914,~~193~~465	$ 2019,~~439~~193	$ 2220,~~861~~439	$ 1822,~~781~~861
Net (Loss) Income	(9083,~~478~~771)	42(90,~~787~~478)	~~305~~42,~~962~~787	~~(108~~305,~~278)~~962	(77108,~~647~~278)
Equity in Income of Project Partnerships	-	-	~~490~~-	-490	-
Total Assets	~~148~~112,~~892~~146	~~202~~148,~~574~~892	~~598~~202,~~431~~574	~~294~~598,~~987~~431	~~329~~294,~~653~~987
Investments In Project Partnerships	-	-	-	-	-
Per BAC: (A)
Tax Credits	.00	.00	.00	.00	.00
Portfolio Income	42.6719	84.0967	118.09	611.8509	56.7885
Passive Loss	(7865.6348)	(~~79.~~78.63)	(~~118~~79.5078)	(~~137~~118.1550)	(~~147~~137.4715)
Net (Loss) Income	(1615.4220)	7(16.6142)	467.8461	~~(19~~46.~~65)~~84	(1419.0965)
Distributions Paid	-	~~79.93~~-	1879.2593	018.25	0-

1110

Item 6. Selected Financial Data (Continued)

FOR THE YEARS ENDED MARCH 31,

SERIES 4	~~2009~~2010	~~2008~~2009	~~2007~~2008	~~2006~~2007	~~2005~~2006
Total Revenues	$ 128,~~173~~109	$ 1412,~~020~~173	$ 2014,~~091~~020	$ 1820,~~473~~091	$ 1618,~~181~~473
Net Income (Loss)	236,334	183,252	(79,276)	(138,304)	(102,967)
Net (Loss) Income	(63,104)	236,334	183,252	(79,276)	(138,304)
Equity in Loss of Project Partnerships	-	-	-	-	-
Total Assets	~~408~~175,~~013~~323	~~275~~408,~~302~~013	~~469~~275,~~913~~302	~~396~~469,~~889~~913	~~445~~396,~~208~~889
Investments In Project Partnerships	-	-	-	-	-
Per BAC: (A)
Tax Credits	.00	.00	.00	1.2200	1.2122
Portfolio Income	31.9018	93.1590	9.6815	59.9968	5.1199
Passive Loss	(5340.1823)	(~~103~~53.1018)	(~~149~~103.0810)	(~~150~~149.5208)	(~~140~~150.52)
Net Income (Loss)	33.84	26.06	(20.70)	(19.80)	(14.74)
Net (Loss) Income	(9.03)	33.84	26.06	(20.70)	(19.80)
Distributions Paid	1827.9065	5118.6090	-51.60	-	-

FOR THE YEARS ENDED MARCH 31,

SERIES 5	~~2009~~2010	~~2008~~2009	~~2007~~2008	~~2006~~2007	~~2005~~2006
Total Revenues	$ 1626,~~491~~546	$ 2716,~~867~~491	$ 2627,~~812~~867	$ 2226,~~819~~812	$ 2722,~~663~~819
Net (Loss) Income	(190,678)	38,818	(194,685)	(208,790)	15,153
Net Income (Loss)	258,375	(190,678)	38,818	(194,685)	(208,790)
Equity in Loss of Project Partnerships	~~(18,638)~~-	(2318,~~323~~638)	(523,~~528~~323)	(225,~~512~~528)	(2122,~~348~~512)
Total Assets	~~107~~631,~~240~~079	~~406~~107,~~040~~240	~~402~~406,~~832~~040	~~508~~402,~~067~~832	~~773~~508,~~331~~067
Investments In Project Partnerships	-	~~21,112~~-	~~125~~21,~~403~~112	~~151~~125,~~630~~403	~~202~~151,~~405~~630
Per BAC: (A)
Tax Credits	.00	.00	.00	.00	2.3300
Portfolio Income	62.2616	76.3526	57.8935	5.7989	5.3979
Passive Loss	(~~120~~83.2034)	(~~117~~120.0920)	(~~118~~117.2409)	(~~112~~118.7624)	(~~151~~112.0976)
Net (Loss) Income	(21.91)	3.78	(22.37)	(23.99)	(6.71)
Net Income (Loss)	29.56	(21.91)	3.78	(22.37)	(23.99)
Distributions Paid	~~20.89~~-	1420.7589	-14.75	~~18.23~~-	-18.23

FOR THE YEARS ENDED MARCH 31,

SERIES 6	~~2009~~2010	~~2008~~2009	~~2007~~2008	~~2006~~2007	~~2005~~2006
Total Revenues	$ 29,~~062~~087	$ 2829,~~650~~062	$ 2928,~~678~~650	$ 2629,~~354~~678	$ 3226,~~039~~354
Net Loss	(81163,~~656~~479)	(~~267~~81,~~784~~656)	(~~332~~267,~~668~~784)	(~~342~~332,~~258~~668)	(~~198~~342,~~709~~258)
Equity in (Loss) Income of Project Partnerships	~~(4,692)~~-	18(4,~~738~~692)	(718,~~156)~~738	(257,~~699~~156)	(6525,~~236~~699)
Total Assets	~~427~~229,~~375~~672	~~460~~427,~~616~~375	~~683~~460,~~149~~616	~~914~~683,~~235~~149	1914,~~374,037~~235
Investments In Project Partnerships	-	~~28,229~~-	~~208~~28,~~779~~229	~~372~~208,~~285~~779	~~781~~372,~~147~~285
Per BAC: (A)
Tax Credits	.00	.00	.00	.00	3.8100
Portfolio Income	83.1756	118.7817	911.8578	79.3385	57.3433
Passive Loss	(~~104~~95.9047)	(90104.1290)	(9990.0412)	(9699.7204)	(9996.5872)
Net Loss	(816.8006)	(268.2480)	(3226.5924)	(4232.0959)	(1942.4709)
Distributions Paid	312.9597	53.9995	-5.99	~~22.17~~-	-22.17

FOR THE YEARS ENDED MARCH 31,

TOTAL SERIES 2 - 6	~~2009~~2010	~~2008~~2009	~~2007~~2008	~~2006~~2007	~~2005~~2006
Total Revenues	$ 8595,~~777~~102	$ ~~103~~85,~~056~~777	$ ~~112~~103,~~229~~056	$ 97112,~~770~~229	$ ~~108~~97,~~602~~770
Net (Loss) Income	(218,169)	536,046	(419,794)	(954,029)	(461,690)
Net Income (Loss)	196,844	(218,169)	536,046	(419,794)	(954,029)
Equity in Loss of Project Partnerships	~~(23,330)~~-	(423,~~585~~330)	(124,~~194~~585)	(8012,~~303~~194)	(9780,~~495~~303)
Total Assets	1,~~253~~599,~~228~~316	1,~~554~~253,~~233~~228	21,~~411~~554,~~689~~233	2,~~430~~411,~~983~~689	2,~~745~~430,~~609~~983
Investments In Project Partnerships	-	~~49,341~~-	~~334~~49,~~182~~341	~~523~~334,~~915~~182	1523,~~017,943~~915

(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.

1211

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

The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Gateway. ~~Management’s~~The ~~Discussion~~MD&A ~~and Analysis~~ is provided as a supplement to, and should be read in conjunction with the financial statements and accompanying footnotes to the financial statements 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 have been implemented by Gateway and other provisions will be implemented by Gateway in subsequent years.

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.

Results of Operations

As more fully detailed in the Exit Strategy discussion included within this MD&A, all of the Project Partnerships have delivered their Tax Credits to Gateway, the Tax Credit compliance period has expired, and Gateway is in the process of ~~sale~~ selling or disposing of all of its remaining Project Partnership interests. Net proceeds received from the sales are being distributed to the Assignees. Once all Project Partnership interests have been sold or otherwise disposed of, Gateway will be liquidated. The target date for liquidation of Gateway is on or before December 31, ~~2010~~2011, although there is no certainty, and it may not even be considered likely at this time, that all the activities necessary to occur as of such date will have transpired.

Distribution income arises from any cash distributions Gateway receives from Project Partnerships which have a zero investment balance for financial reporting purposes. Distribution income ~~decreased~~increased 1711% in fiscal year ~~2009~~2010 to $8595,~~777~~102, aan ~~decrease~~increase of $179,~~279~~325 from the fiscal year ~~2008~~2009 distribution income of $~~103~~85,~~056~~777, which represented a $917,~~173~~279 or 817% decrease as compared to distribution income of $~~112~~103,~~229~~056 in fiscal year ~~2007~~2008. The ~~decrease~~increase isin adistribution ~~result~~income for the year ended March 31, 2010 results primarily from an increase of ~~fewer~~ gross distributions received from Project Partnerships. The ~~held~~gross bydistributions ~~Gateway~~received ~~during~~from ~~the~~Project ~~most~~Partnerships ~~recent~~increased ~~fiscal~~ from $88,949 for the year~~. As~~ ofended March 31, 2009, ~~Gateway~~to ~~has~~$95,102 anfor ~~investment~~the inyear 99ended ~~Project Partnerships~~March as31, ~~compared~~2010. The todecrease ~~111~~in ~~Project~~distribution ~~Partnership~~income ~~investments~~for ~~held~~the asyear ofended March 31, ~~2008~~2009 ~~and~~is ~~136~~a ~~Project~~result ~~Partnership~~of ~~investments~~a ~~held~~reduction asin ofdistribution ~~March~~payments ~~31, 2007~~to Gateway by the Project Partnerships.

Gateway has no direct employees. The General Partners have full and exclusive discretion in management and control of Gateway. Total expenses of Gateway were $~~765~~633,~~153~~516 for the fiscal year ended March 31, ~~2009~~2010, a decrease of $~~117~~131,~~718~~637 as compared to the fiscal year ~~2008~~2009 total expenses of $~~882~~765,~~871~~153, which represented a $~~199~~117,~~595~~718 decrease in total expenses as compared to the fiscal year ~~2007~~ 2008 amount of $1882,~~082,466~~871. The decrease in fiscal year ~~2009~~2010 results from decreases in 1) asset management fees and general and administrative expenses – General Partner due to sales of Project Partnerships (Gateway ceases accruing Asset Management Fees and General and Administrative expenses – General Partner for sold Project Partnerships) and 2) ~~amortization expense (due to the acquisition fee intangible asset of several Project Partnerships becoming fully amortized), offset by~~ impairment losses ~~of $22,839~~ on Project Partnership investments.

General and Administrative expense – other, ~~increased~~totaling $108,930 in fiscal year ~~2009~~2010, decreased by $919,~~921~~091 or 8 15% as compared to $~~118~~128,~~100~~021 incurred in fiscal year ~~2008~~2009. Fiscal year ~~2008~~ 2009 General and Administrative expense – other when compared to fiscal year ~~2007~~ 2008 increased by $~~325~~9,921. Expenses for annual tax return preparation and financial statement audits, quarterly reviews, and other matters relating to compliance with regulatory requirements as well as third-party investor reporting services and any other professional services incurred are included in this category of expenses.

Impairment expense is a non-cash charge that reflects a potential decline in the carrying value of Gateway’s interest in Project Partnerships. Historically, Gateway has considered the residual value of the Project Partnerships as one key component of its estimate of the present value of Gateway’s interest in any of its Project Partnerships. During the quarter ended December 31, 2008, as a direct result of the deterioration that occurred within the United States financial markets and more specifically, its negative impact ~~arising in that quarter~~ on the Tax Credit market, Gateway ~~has~~ concluded that any residual value of the Project Partnerships ingiven ~~those~~the Tax Credit market conditions ~~cannot~~could not be practicably determined. As a result, in the quarter ended December 31, 2008 Gateway eliminated estimates of residual value of the Project Partnerships from the recoverability portion of its impairment analysis. ~~Resultantly, non-cash impairment expense of $22,839 was incurred.~~ No impairment expense was ~~incurred~~recorded during ~~any other quarter of~~ fiscal year ~~2009~~2010. NoImpairment ~~impairment~~ expense of $22,839 was recorded during fiscal year ~~2008~~2009. ~~During~~No ~~fiscal year 2007,~~ impairment expense was recorded induring ~~the~~fiscal ~~aggregate~~year ~~amount of $103,003~~2008.

1312

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

~~For the year ended March 31, 2009,~~ Equity in Loss of Project Partnerships ~~totaled $23,330~~decreased ~~which~~to ~~represents an~~ $~~18,745~~0 ~~increase~~for asthe ~~compared~~year toended ~~the~~March ~~Equity~~31, in2010 ~~Loss of~~from ~~Project~~$23,330 ~~Partnerships~~ for the year ended March 31, 2008 ~~of $4,585~~. For the ~~fiscal~~ year ended March 31, ~~2007~~2008, Equity in Loss of Project Partnerships totaled $124,~~194~~585. Equity in Loss of Project Partnerships decreased to $0 for the year ended March 31, ~~2009~~2010 as ~~compared~~a toresult of the ~~year ended~~suspension ~~March~~of ~~31,~~all ~~2008~~losses ~~because~~so ofthat anthe ~~increase~~Investments in ~~the losses from~~ Project Partnerships ~~with~~does ~~positive~~not ~~investment~~fall ~~balances~~below zero. Because Gateway utilizes the equity method of accounting for its Project Partnerships, income or losses from Project Partnerships with a zero investment balance are not recognized in the Statement of Operations. For the year ended December 31, ~~2008~~2009 (Project Partnership financial information is reported on a three-month lag), Gateway’s share of the net loss was $21,~~523~~850,~~567~~233, all of which ~~$2,500,237~~ was suspended. For the year ended December 31, ~~2007~~2008, Gateway’s share of the net loss was $2,~~069~~523,~~329~~567, of which $2,~~064~~500,~~744~~237 was suspended. For the year ended December 31, ~~2006~~2007, Gateway’s share of the net loss was $2,~~761~~069,~~807~~329, of which $2,~~749~~064,~~613~~744 was suspended. 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.

In fiscal year ~~2009~~2010, the Gain on Sale of Project Partnerships amounted to $~~460~~735,~~833~~154, ~~a decrease~~an ~~from~~increase of $274,321 over the fiscal year ~~2008~~2009 Gain on Sale of Project Partnerships amount of $1460,~~236,796~~833 which in turn was ana ~~increase~~decrease ~~over~~of $775,963 from the fiscal year ~~2007~~2008 Gain on Sale of Project Partnerships amount of $~~475~~1,~~364~~236,796. As more fully discussed herein, 12 13 Project Partnership investments were sold or disposed of in fiscal year ~~2009~~2010 as compared to 2512 in fiscal year ~~2008~~2009 and 1025 in fiscal year ~~2007~~2008. 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~~disposed in the ~~exit~~Exit ~~strategy~~Strategy section ~~herein~~ within this MD&A.

Interest income for the year ended March 31, ~~2009~~2010 of $~~23,704~~104 represents a decrease of $5923,~~946~~600 or 7299%, as compared to fiscal year ~~2008~~2009. Interest income in fiscal year ~~2008~~2009 of $8323,~~650~~704 was a decrease of $359,~~623~~946 or 472% as compared to the fiscal year ~~2007~~2008 interest income of $8783,~~273~~650. The changes in interest income over the prior two fiscal years result primarily from the fluctuation of interest rates on short-term investments over that period, along with the maturation of investments in securities over the same period. Interest income is generally one source of funds available to pay administrative costs of Gateway.

Liquidity and Capital Resources

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).

The sources of funds to pay the expenses of Gateway are cash and cash equivalents and the interest earnings thereon, and cash distributed to the Series from the operations of the Project Partnerships. Due to the rent limitations applicable to the Project Partnerships 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 on a per project basis. However, operational factors of the Project Partnerships and the timing of distributions contribute to fluctuations of distributions from year to year. 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.

In total, Gateway reported a net ~~loss~~income of $~~218~~196,~~169~~844 from operations for the year ended March 31, ~~2009~~2010. Cash and Cash Equivalents increased by $~~609~~194,~~585 and Investments in Securities decreased by $861,249 (due to the maturation of Gateway’s U~~056.~~S. Treasury Note investments during fiscal year 2009).~~ Of the Cash and Cash Equivalents on hand as of March 31, ~~2009~~2010, $~~346~~759,~~283~~175 is payable to certain Series’ Assignees arising from the sale of Project Partnerships ~~during fiscal year 2009~~. ~~Distributions either have or will occur to those certain Assignees in fiscal year 2010.~~ After consideration of these sales proceeds, Cash and Cash Equivalents ~~and Investments in Securities~~ decreased $~~364~~218,~~982~~836 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, ~~2009~~2010, the Series had invested $32,~~159~~073,~~579~~ 022 in 1712 Project Partnerships located in 85 states containing ~~525~~341 apartment units. Average occupancy of the Project Partnerships was 9194% as of December 31, ~~2008~~2009.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Equity in Loss of Project Partnerships was $0 for the each of the years ended March 31, 2010, 2009 and 2008 as a result of the suspension of all losses in this Series so that the Investments in Project Partnerships does not fall below zero. As presented in Note 4, Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2009, 2008 and 2007 was $270,640, $435,157 and $344,549 generated from Rental and other income of $2,177,937, $3,289,010 and $3,463,890, respectively. 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 $391,940, $597,729 and $655,788 for the years ended December 31, 2009, 2008 and 2007, respectively.) Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

At March 31, 2010, the Series had $451,096 of short-term investments (Cash and Cash Equivalents). 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 net income of $248,823 for the year ended March 31, 2010. However, after adjusting for the changes in operating assets and liabilities, net cash used in operating activities was $56,103. Cash provided by investing activities totaled $345,491 consisting of $13,859 in cash distributions from the Project Partnerships and $331,632 in net proceeds from the Sale of Project Partnerships (refer to the Exit Strategy section within this MD&A for more detailed discussion of these sales of Project Partnerships).

Series 3 - Gateway closed this series on December 13, 1990 after receiving $5,456,000 from 398 Assignees. As of March 31, 2010 the Series had invested $2,494,974 in 15 Project Partnerships located in 9 states containing 493 apartment units. Average occupancy of the Project Partnerships was 89% as of December 31, 2009.

Equity in Loss of Project Partnerships was $0 for each of the years ended March 31, 2010, 2009 and 2008 as a result of the suspension of all losses in this Series so that the Investments in Project Partnerships does not fall below zero. As presented in Note 4, Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2009, 2008 and 2007 was $335,965, $399,156 and $349,342 generated from Rental and other income of $2,924,525, $2,878,664 and $2,857,452, respectively. 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 $651,907, $648,659 and $647,338 for the years ended December 31, 2009, 2008 and 2007, respectively.) Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

At March 31, 2010, the Series had $112,146 of short-term investments (Cash and Cash Equivalents). 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 $83,771 for the year ended March 31, 2010. However, after adjusting the changes in operating assets and liabilities, net cash used in operating activities was $54,247. Cash provided by investing activities consists of cash distributions from the Project Partnerships totaling $17,501.

Series 4 - Gateway closed this series on May 31, 1991 after receiving $6,915,000 from 465 Assignees. As of March 31, 2010, the Series had invested $1,402,420 in 9 Project Partnerships located in 6 states containing 263 apartment units. Average occupancy of the Project Partnerships was 90% at December 31, 2009.

Equity in Loss of Project Partnerships was $0 for each of the years ended March 31, 2010, 2009 and 2008 as a result of the suspension of all losses in this Series so that the Investments in Project Partnerships does not fall below zero. As presented in Note 4, Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2009, 2008 and 2007 was $179,562, $220,134 and $296,965 generated from Rental and other income of $1,561,071, $1,760,177 and $2,932,959, respectively. 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 $320,168, $358,055 and $595,028 for the years ended December 31, 2009, 2008 and 2007, respectively.) Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

At March 31, 2010, the Series had $175,323 of short-term investments (Cash and Cash Equivalents). 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.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

~~Equity~~As ~~in Loss~~disclosed ofon ~~Project Partnerships was $0 for~~ the ~~each~~statement of ~~the~~cash ~~years ended March 31~~flows, ~~2009,~~ ~~2008~~the ~~and~~Series ~~2007~~had as a ~~result~~net ofloss ~~the suspension~~ of ~~all~~$63,104 ~~losses~~for ~~in this Series so that~~ the ~~Investments~~year inended ~~Project~~March ~~Partnerships~~31, ~~does not fall below zero~~2010. ~~As presented in Note 5~~However, ~~Gateway’s~~after ~~share~~adjusting offor the ~~Project Partnerships’~~changes ~~net~~in ~~loss~~operating ~~for~~assets ~~the~~and ~~years~~liabilities, ~~ended~~net ~~December~~cash ~~31,~~used ~~2008,~~in ~~2007~~operating ~~and~~activities ~~2006~~ was ~~$435,157,~~ $~~344~~51,~~549~~599. Cash ~~and~~provided ~~$527,581~~by ~~generated~~investing ~~from~~activities ~~Rental~~totaled ~~and other income of~~ $310,~~289,010,~~109 ~~$3,463,890~~consisting ~~and~~of $48,~~556,821,~~109 ~~respectively. In~~in ~~general,~~cash ~~it is~~distributions ~~common~~from in the ~~real~~Project ~~estate~~Partnerships ~~industry to experience losses for financial~~ and ~~tax reporting~~$2,000 ~~purposes~~in ~~because~~net ofproceeds from the ~~non-cash~~Sale ~~expenses~~ of ~~depreciation and amortization. (These~~ Project Partnerships ~~reported~~(refer ~~depreciation~~to ~~and amortization~~the ofExit ~~$597,729,~~Strategy ~~$655,788~~section ~~and~~within ~~$886,432~~this MD&A for ~~the~~more ~~years~~detailed ~~ended~~discussion ~~December~~of ~~31, 2008,~~these ~~2007~~sales ~~and~~of ~~2006,~~Project ~~respectively.~~Partnerships). ~~Overall,~~Cash ~~management~~used ~~believes~~in ~~the Project~~financing ~~Partnerships~~activities ~~are~~consists ~~operating~~of asdistributions ~~expected~~paid ~~and~~to ~~have~~Assignees ~~generated~~totaling ~~Tax Credits that met projections~~$191,200.

AtSeries ~~March 31,~~5 ~~2009,~~- ~~the~~Gateway ~~Series~~closed ~~had~~this ~~$161~~series on October 11,~~708~~ of1991 ~~short-term~~after ~~investments~~receiving ~~(Cash~~$8,616,000 ~~and~~from ~~Cash Equivalents)~~535 Assignees. ~~Management~~As ~~believes~~of ~~the~~March ~~sources~~31, of2010, ~~funds~~the ~~are~~Series ~~sufficient to~~had ~~meet~~invested ~~current~~$3,729,876 ~~and~~in ~~ongoing~~21 ~~operating~~Project ~~costs~~Partnerships ~~for~~located ~~the~~in ~~foreseeable~~8 ~~future,~~states ~~and~~containing ~~to pay~~671 ~~part~~apartment units. Average occupancy of the ~~Asset~~Project ~~Management~~Partnerships ~~Fee~~was 94% as of December 31, 2009.

~~As disclosed~~Equity onin ~~the~~Loss ~~statement~~ of ~~cash~~Project ~~flows~~Partnerships decreased to $0 in fiscal year 2010 from $18,638 in fiscal year 2009 as a result of the suspension of all losses in this Series ~~had~~so athat ~~net~~the Investments in Project Partnerships does not fall below zero. The fiscal year 2009 amount decreased $4,685 from the fiscal year 2008 loss of $9123,~~691~~ 323. As presented in Note 4, the Project Partnerships generated a loss for the ~~year~~years ended ~~March~~December 31, 2009~~. However~~, ~~after~~2008 ~~adjusting~~and ~~for~~2007 ~~the changes~~of in$475,195, ~~operating~~$848,825 ~~assets~~ and ~~liabilities~~$633,351 ~~net~~on ~~cash~~Rental ~~used~~and inother ~~operating activities~~income ~~was~~of $774,~~564~~219,474, $5,267,688 and $5,277,941, respectively. ~~Cash~~Gateway’s ~~provided~~share byof ~~investing~~the ~~activities~~Project ~~totaled $152~~Partnerships’ net loss for the years ended December 31,~~868~~ ~~consisting~~2009, of2008 and 2007 was $13470,~~585~~443, in$840,337 ~~cash~~and ~~distributions~~$627,017, ~~from~~of ~~the~~which ~~Project Partnerships~~$470,443, $13821,~~041~~699 inand ~~net~~$603,694 ~~proceeds~~were ~~from~~suspended, respectively. If not suspended, these losses would have reduced the ~~Sale~~Investments ofin Project Partnerships ~~(refer~~ tobelow zero. In general, it is common in the ~~exit~~real ~~strategy~~estate ~~section~~industry ~~herein~~to experience losses for ~~more~~financial ~~detailed~~and ~~discussion~~tax reporting purposes because of ~~these sales~~the non-cash expenses of depreciation and amortization. (These Project Partnerships) reported depreciation and amortization of $803,244, $1,067,137 and $1,066,122 for the ~~balance from~~years ~~matured~~ended ~~U.S.~~December ~~Treasury Notes. Cash~~31, ~~provided~~2009, by2008 ~~financing~~and ~~activities~~2007, ~~consisted~~respectively.) Overall, ofmanagement ~~capital contributions~~believes (the ~~Managing~~Project ~~General~~Partnerships ~~Partner’s~~are ~~net~~operating ~~profit~~as ~~from~~expected ~~the~~and ~~re-syndication of~~have ~~Lakeshore~~generated ~~Apartments)~~Tax ~~totaling~~Credits ~~$3,357~~which met projections.

~~Series~~At 3March -31, ~~Gateway closed this series on December 13~~2010, ~~1990~~the ~~after~~Series ~~receiving~~had $5479,~~456,000~~047 ~~from 398 Assignees. As~~ of ~~March~~short-term ~~31,~~investments ~~2009~~(Cash ~~the~~and ~~Series~~Cash ~~had~~Equivalents). Management ~~invested~~believes ~~$2,494,974~~these ~~in 15~~sources ~~Project~~of ~~Partnerships~~funds ~~located~~are insufficient 9to ~~states~~meet ~~containing~~current ~~493~~and ~~apartment units. Average~~ongoing ~~occupancy~~operating ofcosts for the ~~Project~~foreseeable ~~Partnerships~~future, ~~was~~and ~~92%~~to aspay part of ~~December~~ ~~31,~~the ~~2008~~Asset Management Fee.

~~Equity~~As ~~in Income~~disclosed ofon ~~Project~~the ~~Partnerships~~statement ~~was $0 for each~~ of ~~the~~cash ~~years ended March 31~~flows, ~~2009 and 2008 as a result of~~ the ~~suspension of all losses in this~~ Series sohad ~~that the~~net ~~Investments~~income ~~in Project Partnerships does not fall below zero. The fiscal year 2008 amount~~ of $0258,375 ~~represented~~for ~~a decrease of $490 from~~ the ~~fiscal~~ year ~~2007~~ended ~~amount. As~~March ~~presented~~31, ~~in Note 5~~2010. However, ~~Gateway’s~~after ~~share~~adjusting offor the ~~Project~~ ~~Partnerships’~~changes ~~net~~in ~~loss~~operating ~~for~~assets ~~the~~and ~~years~~liabilities, ~~ended~~net ~~December~~cash ~~31,~~used ~~2008,~~in ~~2007~~operating ~~and 2006~~activities was $~~399~~54,~~156,~~261. Cash ~~$349,342~~provided ~~and~~by ~~$333,948~~investing ~~generated~~activities ~~from~~totaled ~~Rental and other income of~~ $2426,~~878,664,~~068 ~~$2,857,452~~consisting ~~and~~of $326,~~345,693,~~546 ~~respectively. In general, it is common~~ in ~~the~~cash ~~real~~distributions ~~estate~~from ~~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 $~~648~~399,~~659,~~522 ~~$647,338~~in ~~and~~net ~~$731,144~~proceeds ~~for~~from the ~~years~~Sale ~~ended~~of ~~December~~Project ~~31, 2008,~~Partnerships ~~2007~~(refer ~~and~~to ~~2006,~~the ~~respectively.) Overall,~~Exit ~~management~~Strategy ~~believes~~section ~~the Project~~within ~~Partnerships~~this ~~are~~MD&A ~~operating~~for asmore ~~expected~~detailed ~~and~~discussion ~~have~~of ~~generated~~these ~~Tax~~sales ~~Credits which~~of ~~met~~Project ~~projections~~Partnerships).

AtSeries 6 - Gateway closed this series on March ~~31,~~ ~~2009~~11, ~~the~~1992 ~~Series~~after ~~had~~receiving $~~148~~10,~~892~~105,000 offrom ~~short-term~~625 ~~investments~~Assignees. As ~~(Cash~~of ~~and~~March ~~Cash Equivalents). Management~~31, ~~believes~~2010, the ~~sources~~Series ofhad ~~funds~~invested ~~are~~$5,424,795 ~~sufficient to~~in ~~meet~~29 ~~current~~Project ~~and~~Partnerships ~~ongoing~~located ~~operating~~in ~~costs~~16 ~~for~~states ~~the~~containing ~~foreseeable~~847 ~~future,~~apartment ~~and~~units. Average ~~to pay~~occupancy ~~part~~ of the ~~Asset~~Project ~~Management~~Partnerships ~~Fee~~was 96% as of December 31, 2009.

~~As disclosed~~Equity onin ~~the~~(Loss) ~~statement~~Income of ~~cash~~Project ~~flows~~Partnerships decreased to $0 in fiscal year 2010 from a loss of $4,692 in fiscal year 2009 as a result of the suspension of all losses in this Series ~~had~~so athat ~~net~~the Investments in Project Partnerships does not fall below zero. The fiscal year 2009 loss was a $23,430 decrease from income of $9018,~~478~~ 738 recorded in fiscal year 2008. As presented in Note 4, the Project Partnerships generated a loss for the ~~year~~years ended ~~March~~December 31, 2009~~. However~~, ~~after~~2008 ~~adjusting~~and ~~the changes~~2007 inof ~~operating~~$600,019, ~~assets~~$628,040 and ~~liabilities~~$458,481 on Rental and other income of $5,678,400, $5,557,040 and $6,687,151, respectively. Gateway’s share of the Project Partnerships’ net ~~cash~~loss ~~used~~for inthe ~~operating activities~~years ended December 31, 2009, 2008 and 2007 was $67593,~~838~~623, $628,783 and $451,456, of which $593,623, $624,091 and $470,194 were suspended, respectively. ~~Cash~~If ~~provided~~not bysuspended, ~~investing~~these ~~activities~~losses ~~totaled~~ would have reduced the Investments in Project Partnerships below zero. The suspended losses for the year ended December 31, 2007 of $~~140~~470,~~810~~194 ~~consisting~~exceed Gateway’s share of the total net loss of $14451,~~465~~456 because certain Project Partnerships with investment balances generated net income of $18,738. In general, it is common in ~~cash~~the ~~distributions~~real ~~from~~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 $1,065,991, $1,077,376 and $1,312,782 for the ~~balance from~~years ~~matured~~ended UDecember 31, 2009, 2008 and 2007, respectively).S 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 ~~Treasury~~was ~~Notes~~no impairment expense for the fiscal year ended March 31, 2010. For the fiscal year ended March 31, 2009, impairment expense of $22,839 was recognized. There was no impairment expense for the fiscal year ended March 31, 2008. Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

~~Series~~At 4March -31, ~~Gateway closed~~2010, ~~this~~the ~~series~~Series onhad ~~May 31~~$229,672 ~~1991~~of ~~after~~short-term ~~receiving~~investments ~~$6,915,000~~(Cash ~~from~~and ~~465 Assignees~~Cash Equivalents). AsManagement ofbelieves ~~March~~these ~~31,~~sources ~~2009,~~of ~~the~~funds ~~Series~~are ~~had~~sufficient ~~invested~~to ~~$1,556,420 in~~meet 10current ~~Project~~and ~~Partnerships~~ongoing ~~located~~operating incosts 7for ~~states~~the ~~containing~~foreseeable ~~287~~future, ~~apartment units. Average~~and ~~occupancy~~to pay part of the ~~Project~~Asset ~~Partnerships~~Management ~~was 92% at December 31, 2008~~Fee.

Equity in Loss of Project Partnerships was $0 for each of the years ended March 31, 2009, 2008 and 2007 as a result of the suspension of all losses in this Series so that the Investments in Project Partnerships does not fall below zero. As presented in Note 5, Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2008, 2007 and 2006 was from $220,134, $296,965 and $592,559 generated from Rental and other income of $1,760,177, $2,932,959 and $4,469,730, respectively. 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 $358,055, $595,028 and $921,940 for the years ended December 31, 2008, 2007 and 2006, respectively.) Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

At March 31, 2009, the Series had $408,013 of short-term investments (Cash and Cash Equivalents). 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.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

As disclosed on the statement of cash flows, the Series had a net ~~income~~loss of $~~236~~163,~~334~~ 479 for the year ended March 31, ~~2009~~2010. However, after adjusting for the changes in operating assets and liabilities, net cash used in operating activities was $6197,~~969~~728. Cash provided by investing activities totaled $~~502~~31,~~689~~087 consisting of $1229,~~173~~087 in cash distributions from the Project Partnerships, and $~~313~~2,~~648~~000 in net proceeds from the Sale of Project Partnerships (refer to the ~~exit~~Exit ~~strategy~~Strategy section ~~herein~~within this MD&A for more detailed discussion of ~~these sales~~this sale of Project ~~Partnerships~~Partnership)~~, and the balance from matured U~~.~~S. Treasury Notes.~~ Cash used in financing activities consists of distributions paid to Assignees totaling $~~130~~131,~~693~~062.

Series 5 - Gateway closed this series on October 11, 1991 after receiving $8,616,000 from 535 Assignees. As of March 31, 2009, the Series had invested $5,097,323 in 28 Project Partnerships located in 10 states containing 900 apartment units. Average occupancy of the Project Partnerships was 95% as of December 31, 2008.

Equity in Loss of Project Partnerships decreased $4,685 to $18,638 in fiscal year 2009, as compared to $23,323 in fiscal year 2008. The fiscal year 2008 amount increased $17,795 from the fiscal year 2007 loss of $5,528. As presented in Note 5, the Project Partnerships generated a loss for the years ended December 31, 2008, 2007 and 2006 of $848,825, $633,351 and $745,605 on Rental and other income of $5,267,688, $5,277,941 and $6,297,579, respectively. Gateway’s share of the Project Partnerships’ net loss was $840,337, $627,017 and $738,149, of which $821,699, $603,694 and $732,621 were suspended, respectively. If not suspended, these losses would have reduced the Investments 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 $1,067,137, $1,066,122 and $1,220,039 for the years ended December 31, 2008, 2007 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 2009, 2008, and 2007. Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

At March 31, 2009, the Series had $107,240 of short-term investments (Cash and Cash Equivalents). 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.

As disclosed on the statement of cash flows, the Series had a net loss of $190,678 for the year ended March 31, 2009. However, after adjusting for Equity in Loss of Project Partnerships of $18,638 and the changes in operating assets and liabilities, net cash used in operating activities was $119,224. Cash provided by investing activities totaled $148,178 consisting of $18,965 in cash distributions from the Project Partnerships, $3,700 in net proceeds from the Sale of Project Partnerships (refer to the exit strategy section herein for more detailed discussion of these sales of Project Partnerships), and the balance from matured U.S. Treasury Notes. Cash used in financing activities consists of distributions paid to Assignees totaling $179,988.

Series 6 - Gateway closed this series on March 11, 1992 after receiving $10,105,000 from 625 Assignees. As of March 31, 2009, the Series had invested $5,424,795 in 29 Project Partnerships located in 16 states containing 847 apartment units. Average occupancy of the Project Partnerships was 96% as of December 31, 2008.

Equity in (Loss) Income of Project Partnerships decreased $23,430 to a loss of $4,692 in fiscal year 2009 as compared to income of $18,738 for fiscal year 2008. The fiscal year 2008 income was a $25,894 increase from a loss of $7,156 recorded in fiscal year 2007. As presented in Note 5, the Project Partnerships generated a loss for the years ended December 31, 2008, 2007 and 2006 of $628,040, $458,481 and $576,877 on Rental and other income of $5,557,040, $6,687,151 and $6,690,179, respectively. Gateway’s share of the Project Partnerships’ net loss was $628,783, $451,456 and $569,570, of which $624,091, $470,194 and $562,414 were suspended, respectively. If not suspended, these losses would have reduced the Investments in Project Partnerships below zero. The suspended losses for the year ended December 31, 2007 of $470,194 exceed Gateway’s share of the total net loss of $451,456 because certain Project Partnerships with investment balances generated net income of $18,738. 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 $1,077,376, $1,312,782 and $1,303,827 for the years ended December 31, 2008, 2007 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 year ended March 31, 2009, impairment expense of $22,839 was recognized (all of which was incurred during the quarter-ended December 31, 2008). There was no impairment expense in fiscal year 2008. For the fiscal year ended March 31, 2007, impairment expense of $103,003 was recognized. Overall, management believes the 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, 2009, the Series had $427,375 of short-term investments (Cash and Cash Equivalents). 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.

As disclosed on the statement of cash flows, the Series had a net loss of $81,656 for the year ended March 31, 2009. However, after adjusting for Equity in Loss of Project Partnerships of $4,692 and the changes in operating assets and liabilities, net cash used in operating activities was $124,031. Cash provided by investing activities totaled $462,905 consisting of $29,761 in cash distributions from the Project Partnerships, $130,444 in net proceeds from the Sale of Project Partnerships (refer to the exit strategy section herein for more detailed discussion of these sales of Project Partnerships), and the balance from matured U.S. Treasury Notes. Cash used in financing activities consists of distributions paid to Assignees totaling $39,915.

Critical Accounting Estimates

Recent Accounting Changes

In ~~September~~ ~~2006~~June 2009, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Statement~~ ofamendments ~~Financial~~to ~~Accounting~~the ~~Standards~~consolidation ~~No.~~guidance ~~157,~~applicable ~~“Fair~~to ~~Value~~variable ~~Measurements” (“FAS~~interest ~~No.~~entities ~~157”),~~ which ~~provides~~Gateway ~~enhanced~~adopted ~~guidance~~effective ~~for~~April ~~using~~1, ~~fair value to measure assets and liabilities~~2010. ~~FAS~~The ~~No.~~amendments ~~157~~will ~~establishes~~have ano ~~common definition~~impact ofon ~~fair~~its value and provides a framework for measuring fair value under U.S. generally accepted accounting principles and expands disclosure requirements about fair value measurements. FAS No. 157 is effective for financial statements ~~issued~~ for ~~fiscal~~the ~~years~~year-ended ~~beginning~~March ~~after November 15~~31, ~~2007,~~ ~~and interim periods within those fiscal years~~2011.

In ~~February~~ ~~2008~~May 2009, the FASB issued ~~FASB~~guidance ~~Staff~~regarding ~~Position~~subsequent ~~(“FSP”) 157-2~~events, ~~“Effective Date~~which was subsequently updated in February 2010. This guidance established general standards of ~~FASB~~accounting ~~Statement~~for Noand disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In ~~157”~~particular, ~~which~~this ~~delayed~~guidance sets forth the ~~effective~~period after the balance sheet date during which management of ~~FAS~~a ~~No.~~reporting ~~157 until~~entity ~~November~~should ~~15,~~evaluate ~~2008~~events or transactions that may occur for ~~all~~potential ~~nonfinancial~~recognition ~~assets~~or ~~and~~disclosure ~~liabilities~~in ~~except~~the ~~those that~~financial ~~are~~statements, ~~recognized~~the circumstances under which an entity should recognize events or ~~disclosed~~transactions atoccurring ~~fair~~after ~~value~~the balance sheet date in ~~the~~its financial statements, onand ~~at least~~the disclosures that an ~~annual~~entity ~~basis. Gateway~~should ~~has~~make ~~adopted~~about ~~FAS~~events Noor transactions that occurred after the balance sheet date. This ~~157~~guidance was effective ~~as of~~for financial statements issued for fiscal ~~year~~years ~~end~~and ~~March~~interim periods ending after June 15, 2009, and was therefore adopted by Gateway for the quarter ended December 31, 2009. The adoption ~~of this standard~~ did not have a ~~material~~significant impact on the subsequent events that Gateway’s reports, either through recognition or disclosure, in the financial ~~position~~statements. In February 2010, ~~operations~~the orFASB ~~cash flow~~amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore Gateway did not include the disclosure in this Form 10-K.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS No. 159”), which permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. FAS No. 159 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Gateway has adopted FAS No. 159 in fiscal year 2009 but did not remeasure its financial assets and financial liabilities as a result of its adoption. Accordingly, the adoption of this standard did not have a material impact on Gateway’s financial position, operations or cash flow.16

FASB Interpretation No. 48 (“FIN No. 48”), Accounting for Uncertainty in Income Taxes, was issued in July 2006 and interprets SFAS No. 109, Accounting for Income Taxes. FIN 48 requires all taxpayers to analyze all material positions they have taken or plan to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is “more-likely-than-not” to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax consequences of that position should be reflected in the taxpayer’s GAAP financial statements. Earlier proposed interpretations of SFAS 109 had recommended a “probable” standard for recognition of tax consequences rather than the “more-likely-than-not” standard finally adopted.

Because Gateway is a pass-through entity and is not required to pay income taxes, FIN No. 48 does not currently have any impact on its financial statements. On December 30, 2008, the FASB issued FSP No. FIN 48-3: Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises, which deferred the effective date of FIN No. 48 for nonpublic enterprises included within the scope of FSP No. FIN 48-3 to the annual financial statements for fiscal years beginning after December 15, 2008. The deferred effective date was intended to give the Board additional time to develop guidance on the application of FIN No. 48 by pass-through entities and not-for-profit organizations. Gateway may modify its disclosures if the FASB’s guidance regarding application of FIN No. 48 to pass-through entities changes.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. The FSP, which is effective for interim and annual reporting periods ending after June 15, 2009, provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. The adoption of this standard is not expected to have a material impact on Gateway’s financial position, operations or cash flow.

In November 2008, the FASB ratified EITF No. 08-6, “Equity Method Investment Accounting Considerations,” which clarifies the accounting for how to account for certain transactions and impairment considerations involving equity method investments. This standard shall be effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on Gateway’s financial position, operations or cash flow.

In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8—Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities. The FSP amends Statement 140 to require public entities to provide additional disclosures about transferors’ continuing involvements with transferred financial assets. The adoption of this standard did not have a material impact on the Gateway’s financial statements.

In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”, which amends the consolidation guidance applicable to variable interest entities. Upon adoption of FAS 167, Gateway will have reconsidered its previous FIN46(R) conclusions regarding its investments in Project Partnerships. FAS 167 is not effective for Gateway until its fiscal year ended March 31, 2011 and early adoption is prohibited. Gateway has not yet determined the impact, if any, FAS 167 will have on its financial statements for the year-ended March 31, 2011.

Exit Strategy

The IRS compliance period for low-income housing Tax Credit properties is generally 15 years from occupancy following construction or rehabilitation completion. All of Gateway’s Project Partnerships have reached the end of their Tax Credit compliance period; consequently, Gateway is currently in the process of disposing of all of its investments in Project Partnerships. 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 that the project’s mortgagor 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, ~~2009~~2010, Gateway holds a limited partner interest in 9986 Project Partnerships which own and operate government assisted multi-family housing complexes. Project investments by Series are as follows: 17 Project Partnerships for Series 2, 15 Project Partnerships for Series 3, 10 Project Partnerships for Series 4, 28 Project Partnerships for Series 5, and 29 Project Partnerships for Series 6. 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, ~~2009~~2010, 4962 of the Project Partnerships have been sold or otherwise disposed of (510 in Series 2, 8 in Series 3, 1920 in Series 4, 815 in Series 5, and 9 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. A summary of the sale or disposition transactions for the Project Partnerships disposed during the past three fiscal years are summarized below:

Fiscal Year 2010 Disposition Activity:

Series 2

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
December 2009	Charleston Properties	$ 87,503	$ 14.26	$ 87,503
December 2009	Pocola Properties	98,566	16.06	98,566
December 2009	Sallisaw Properties II	128,995	21.02	128,995
October 2009	Sylacauga Heritage Apartments, Ltd.	-	-	-
August 2009	Lewiston Limited Partnership	16,568	2.70	16,568
				$ 331,632

The net proceeds per BAC from the sale of Charleston Properties, Pocola Properties, Sallisaw Properties II, and Lewiston Limited Partnership are a component of the Distribution Payable on the Balance Sheet as of March 31, 2010. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 2 Assignees in a subsequent quarter.

Series 4

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
October 2009	Village Apartments of St. Joseph II	$ -	$ -	$ -
	Other, net (see below)	-	-	2,000
				$ 2,000

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $2,000 resulting from the true-up of certain legal and other sale transaction closing expenses arising from a Project Partnership sale transaction which closed in the prior fiscal year. This amount, less the applicable state tax withholding, will be distributed to the Series 4 Assignees in a subsequent quarter.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Series 5

Transaction			Net Proceeds	Gain (Loss)	Deferred Gain
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal	on Disposal
March 2010	Blackshear Apartments, L.P., Phase II	$ 151,377	$ 17.57	$ -	$ 151,377
March 2010	Woodcrest Associates of South Boston	132,434	15.37	132,434	-
December 2009	Pine Terrace Apartments, L.P.	122,273	14.19	122,273	-
December 2009	Shellman Housing, L.P.	12,181	1.41	12,181	-
December 2009	Crisp Properties, L.P.	131,990	15.32	131,574	-
October 2009	Village Apartments of Effingham	756	0.09	756	-
October 2009	Village Apartments of Seymour II	304	0.03	304	-
				$ 399,522	$ 151,377

In accordance with GAAP, although the sale of Blackshear Apartments, L.P., Phase II was consummated on or prior to March 31, 2010, the gain on the sale is being deferred on the Balance Sheet and not recognized on the Statement of Operations until the period that the net sales proceeds are received. Gateway recorded a receivable for the gross proceeds from this sale totaling $152,032 which is included in Receivable – Other on the Balance Sheet and has been subsequently received in April 2010. The net proceeds, less the applicable state tax withholding, will be distributed to the Series 5 Assignees in a subsequent quarter. The deferred gain of $151,377 will be recognized on the fiscal year 2011 first quarter Statement of Operations.

The net proceeds per BAC from the sale of Woodcrest Associates of South Boston, Pine Terrace Apartments, L.P., Shellman Housing, L.P., Crisp Properties, L.P., Village Apartments of Effingham, and Village Apartments of Seymour II are a component of the Distribution Payable on the Balance Sheet as of March 31, 2010. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 5 Assignees in a subsequent quarter.

Series 6

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
	Other, net (see below)	$ -	$ -	$ 2,000
				$ 2,000

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $2,000 resulting from the true-up of certain legal and other sale transaction closing expenses arising from a Project Partnership sale transaction which closed in a prior fiscal year. This amount, less the applicable state tax withholding, will be distributed to the Series 6 Assignees in a subsequent quarter

Fiscal Year 2009 Disposition Activity:

Series 2

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
September 2008	Prairie Apartments	$ 7,741	$ 1.26	$ 7,741
	Other, net (see below)	-	-	5,300
				$ 13,041

The net proceeds per BAC from the sale of Prairie Apartments are a component of the Distribution Payable on the Balance Sheet as of March 31, 2009. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 2 Assignees in a subsequent quarter.

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $5,300 resulting from the true-up of certain legal and other sale transaction closing expenses arising from Project Partnership sale transactions which closed in the prior fiscal year. This amount, less the applicable state tax withholding, will be distributed to the Series 2 Assignees in a subsequent quarter.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

~~Gateway recognized~~Re-syndications anof ~~additional~~Project ~~gain~~Partnerships onoccur ~~sale~~when a new buyer acquires the assets of a Project ~~Partnerships~~Partnership and renovates the existing affordable housing property and finances the costs of the renovation in part through the ~~amount~~acquisition and sale of $5 Tax Credits. In such re-syndication transactions,~~300~~ ~~resulting~~the assets of the existing Project Partnership are sold to a new partnership, net sales proceeds from the ~~true-up~~sale of ~~certain~~assets ~~legal~~are ~~and~~remitted ~~other~~to ~~sale~~either ~~transaction closing~~Gateway ~~expenses~~or ~~arising~~the ~~from~~general partner of the Project Partnership as appropriate, and the Project Partnership is liquidated. In a separate transaction, interests in the new partnership, which has a “fresh” allocation of Tax Credits, are sold to an unrelated third party or fund. In certain limited circumstances, the Managing General Partner of Gateway is involved in “re-syndicating” the sale ~~transactions~~of interests in the new partnership to an unrelated third party or fund. In those instances, the Managing General Partner has adopted the policy that it will contribute any net profits it received from the re-syndication transaction to Gateway. The Lakeshore Apartments property was the subject of a fiscal year 2008 re-syndication transaction in which ~~closed~~ the Managing General Partner was involved in the ~~prior~~re-syndication, and $3,357 of re-syndication profit has been contributed during fiscal year 2009 to Gateway by the Managing General Partner (in October 2008). This amount ~~will~~is beincluded ~~distributed~~as a component of the Distribution Payable and Distributions to Assignees on the Balance Sheet and Statement of Partners’ Equity (Deficit), respectively, as of March 31, 2009. The distribution to the Series 2 Assignees, less the applicable state tax withholding, will occur in a subsequent quarter.

Re-syndications of Project Partnerships occur when a new buyer acquires the assets of a Project Partnership and renovates the existing affordable housing property and finances the costs of the renovation in part through the acquisition and sale of Tax Credits. In such re-syndication transactions, the assets of the existing Project Partnership are sold to a new partnership, net sales proceeds from the sale of assets are remitted to either Gateway or the general partner of the Project Partnership as appropriate, and the Project Partnership is liquidated. In a separate transaction, interests in the new partnership, which has a “fresh” allocation of Tax Credits, are sold to an unrelated third party or fund. In certain limited circumstances, the Managing General Partner of Gateway is involved in “re-syndicating” the sale of interests in the new partnership to an unrelated third party or fund. In those instances, the Managing General Partner has adopted the policy that it will contribute any net profits it received from the re-syndication transaction to Gateway. The Lakeshore Apartments property was the subject of a fiscal year 2008 re-syndication transaction in which the Managing General Partner was involved in the re-syndication, and $3,357 of re-syndication profit has been contributed during fiscal year 2009 to Gateway by the Managing General Partner (in October 2008). This amount is included as a component of the Distribution Payable and Distributions to Assignees on the Balance Sheet and Statement of Partners’ Equity (Deficit), respectively, as of March 31, 2009. The distribution to the Series 2 Assignees will occur in a subsequent quarter.

Series 4

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
December 2008	Williston Properties	$ 43,512	$ 6.29	$ 43,512
December 2008	St. George Properties	43,592	6.30	43,592
December 2008	Jonesville Manor	79,579	11.51	79,499
September 2008	Rural Development Group	24,550	3.55	24,550
June 2008	Norton Green	120,977	17.49	120,645
	Other, net (see below)	-	-	1,850
				$ 313,648

The net proceeds per BAC from the sale of Williston Properties, St. George Properties, Jonesville Manor, and Rural Development are a component of the Distribution Payable on the Balance Sheet as of March 31, 2009. These net proceeds were distributed to the Series 4 Assignees in April 2009.

The net proceeds per BAC from the sale of Norton Green were distributed to the Series 4 Assignees in September 2008.

As part of the September 2008 distribution, Gateway distributed an additional $9,737 to the Series 4 Assignees ($1.41 per BAC) resulting from the true-up of certain legal and sale transaction closing expenses arising from Project Partnership sale transactions which closed in the prior fiscal year.

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $1,850 resulting from the true-up of certain legal and other sale transaction closing expenses arising from a Project Partnership sale transaction which closed in the prior fiscal year. This amount, less the applicable state tax withholding, will be distributed to the Series 4 Assignees in a subsequent quarter.

Series 5

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
	Other, net (see below)	$ -	$ -	$ 3,700
				$ 3,700

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $3,700 resulting from the true-up of certain legal and other sale transaction closing expenses arising from Project Partnership sale transactions which closed in the prior fiscal year. This amount, less the applicable state tax withholding, will be distributed to the Series 5 Assignees in a subsequent quarter.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Series 6

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
December 2008	Newport Village	$ 46,919	$ 4.64	$ 46,369
December 2008	Blacksburg Terrace	47,490	4.70	47,410
September 2008	Spruce Apartments	9,442	0.93	9,442
September 2008	Shannon Apartments	7,741	0.77	7,741
September 2008	Cornell Apartments	9,741	0.96	9,741
September 2008	Winter Park Apartments	9,741	0.96	9,741
				$ 130,444

The net proceeds per BAC from the sale of Newport Village, Blacksburg Terrace, Spruce Apartments, Shannon Apartments, Cornell Apartments, and Winter Park Apartments are a component of the Distribution Payable on the Balance Sheet as of March 31, 2009. These net proceeds were distributed to the Series 6 Assignees in May 2009.

Fiscal Year 2008 Disposition Activity:

Series 2

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
October 2007	Inverness Club, Ltd.	$ 309,188	$ 50.39	$ 308,748
October 2007	Lakeshore Apartments	105,432	17.18	105,324
April 2007	Claxton Elderly, Ltd.	56,043	9.13	56,043
April 2007	Lake Park, Ltd.	183,026	29.83	182,807
				$ 652,922

The net proceeds per BAC from the sale of Inverness Club, Ltd. and Lakeshore Apartments were distributed to the Series 2 Assignees in February 2008.

The net proceeds per BAC from the sale of Claxton Elderly, Ltd. were distributed to the Series 2 Assignees in August 2007.

The net proceeds per BAC from the sale of Lake Park, Ltd. were distributed to the Series 2 Assignees in October 2007.

The following properties were the subject of re-syndication transactions in which the Managing General Partner was involved in the re-syndication, and $191,053 of re-syndication profit was contributed to Gateway by the Managing General Partner in October 2007. The re-syndication profit contributions associated with each transaction are as follows:

Claxton Elderly, Ltd.	$ 42,775
Lake Park, Ltd.	148,278

Total Re-syndication contribution	$ 191,053

Series 3

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
December 2007	Sunchase II, Ltd.	$ 73,000	$ 13.38	$ 74,700
December 2007	Logansport Seniors Apartments	6,000	1.10	7,371
March 2007	Belmont Senior Apts., Ltd.	-	-	43,850
	Other, net (see below)	-	-	185
				$ 126,106

The net proceeds per BAC from the sale of Sunchase II, Ltd. and Logansport Seniors Apartments were distributed to the Series 3 Assignees in March 2008.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

In accordance with ~~FASB No. 66~~GAAP, although the sale of Belmont Senior Apts., Ltd. was consummated on or prior to March 31, 2007, the gain on the sale was deferred on the Balance Sheet and not recognized in the Statement of Operations until the period that the net sales proceeds were received. The entire balance of the net proceeds due from this sale were subsequently received in April 2007 and the deferred gain of $43,850 was recognized in the fiscal year 2008 first quarter Statement of Operations.

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $185 resulting from the true-up of accrued and actual legal expenses arising from a Project Partnership sale transaction which closed in the prior fiscal year. This amount was distributed to the Series 3 Assignees in March 2008.

Series 4

Transaction		Net	Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Proceeds	Per BAC	on Disposal
February 2008	Chestnut Apartments	$ -	$ -	$ (2,000)
December 2007	Oaks Apartments	6,000	0.87	7,737
December 2007	Tarpon Heights Apartments	10,000	1.45	11,653
December 2007	Sonora Seniors Apartments, Ltd.	6,000	0.87	7,737
December 2007	Fredericksburg Seniors Apartments, Ltd.	10,000	1.45	11,578
December 2007	Ozona Seniors, Ltd.	4,000	0.58	5,587
December 2007	Brackettville Seniors Apartments, Ltd.	6,000	0.87	7,663
December 2007	Timpson Seniors Apartments, Ltd.	5,000	0.72	6,738
November 2007	Jasper Villas Apartments	99,700	14.42	99,700
October 2007	Eudora Senior Housing	63,379	9.17	63,218
March 2007	Edmonton Senior, Ltd.	-	-	38,350
March 2007	Owingsville Senior, Ltd.	-	-	45,850
				$ 303,811

The net proceeds per BAC from the sale of Oaks Apartments, Tarpon Heights Apartments, Sonora Seniors Apartments, Ltd., Fredericksburg Seniors Apartments, Ltd., Ozona Seniors, Ltd., Brackettville Seniors Apartments, Ltd., Timpson Seniors Apartments, Ltd., Jasper Villas Apartments, and Eudora Senior Housing were distributed to the Series 4 Assignees in March 2008.

In accordance with ~~FASB No. 66~~GAAP, although the sales of Edmonton Senior, Ltd. and Owingsville Senior, Ltd. were consummated on or prior to March 31, 2007, the gains on the sales were deferred on the Balance Sheet and not recognized in the Statement of Operations until the period that the net sales proceeds were received. The entire balance of the net proceeds due from these sales were subsequently received in April 2007 and the deferred gains of $38,350 and $45,850 were recognized in the fiscal year 2008 first quarter Statement of Operations.

Series 5

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
November 2007	Zapata Housing, Ltd.	$ 74,935	$ 8.70	$ (3,880)
October 2007	Pemberton Village II, Ltd.	53,560	6.22	53,560
October 2007	Magic Circle II, Ltd.	51,787	6.01	51,787
September 2007	Redmont II, Ltd.	16,575	1.92	16,575
September 2007	Fox Ridge Apartments, Ltd.	16,650	1.93	16,650
September 2007	Country Place Apartments - Georgetown	46,736	5.42	46,736
September 2007	Country Place Apartments - Portland II	47,163	5.47	47,163
				$ 228,591

The net proceeds per BAC from the sale of Zapata Housing, Ltd., Pemberton Village II, Ltd., and Magic Circle II, Ltd. are a component of the Distribution Payable on the Balance Sheet as of March 31, 2008. These net proceeds were distributed to the Series 5 Assignees in April 2008.

The net proceeds per BAC from the sale of Redmont II, Ltd., Fox Ridge Apartments, Ltd., Country Place Apartments - Georgetown, and Country Place Apartments - Portland II were distributed to the Series 5 Assignees in October 2007.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Series 6

Transaction		Net	Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Proceeds	Per BAC	on Disposal
December 2007	Hardy Senior Citizen Apartments	$ 39,837	$ 3.94	$ (9,834)
August 2007	Autumn Village II	60,837	5.99	(64,800)
				$ (74,634)

Of the March 31, 2007 Reserve for Impairment of Investments in Project Partnerships balance in Series 6, $243,433 pertained to Hardy Senior Citizen Apartments. After giving effect to the Reserve for Impairment, Gateway recognized a $9,834 loss on the sale of this Project Partnership during fiscal year 2008.

Of the March 31, 2007 Reserve for Impairment of Investments in Project Partnerships balance in Series 6, $202,811 pertained to Autumn Village II. After giving effect to the Reserve for Impairment, Gateway recognized a $64,800 loss on the sale of this Project Partnership during fiscal year 2008.

The net proceeds per BAC from the sale of Hardy Senior Citizen Apartments are a component of the Distribution Payable on the Balance Sheet as of March 31, 2008. These net proceeds were distributed to the Series 6 Assignees in September 2008.

The net proceeds per BAC from the sale of Autumn Village II were distributed to the Series 6 Assignees in November 2007.

Fiscal Year 2007 Disposition Activity:

Series 3

Transaction			Net Proceeds	Gain (Loss)	Deferred Gain
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal	on Disposal
March 2007	Belmont Senior Apts., Ltd.	$ 43,850	$ 8.04	$ -	$ 43,850
January 2007	Southwood	42,652	7.82	42,622	-
January 2007	Bryan Senior Village	82,145	15.06	82,145	-
January 2007	Brubaker Square	115,009	21.08	115,009	-
January 2007	Villa Allegra	73,408	13.45	73,408	-
November 2006	Birchwood Apartments	99,410	18.25	99,410	-
				$ 412,624	$ 43,850

In accordance with FASB No. 66, although the sale of Belmont Senior Apts., Ltd. was consummated on or prior to March 31, 2007, the gain on the sale was deferred on the Balance Sheet and not recognized in the Statement of Operations until the period that the net sales proceeds were received. The entire balance of the net proceeds due from this sale were subsequently received in April 2007 and the net proceeds were distributed to the Series 3 Assignees in May 2007. The deferred gain of $43,850 was recognized in the fiscal year 2008 Statement of Operations.

The net proceeds per BAC from the sale of Southwood, Bryan Senior Village, Brubaker Square, and Villa Allegra are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007. These net proceeds were distributed to the Series 3 Assignees in May 2007.

The net proceeds per BAC from the sale of Birchwood Apartments were distributed to the Series 3 Assignees in December 2006.

Series 4

Transaction			Net Proceeds	Gain (Loss)	Deferred Gain
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal	on Disposal
March 2007	Edmonton Senior, Ltd.	$ 38,350	$ 5.55	$ -	$ 38,350
March 2007	Owingsville Senior, Ltd.	45,850	6.63	-	45,850
January 2007	Alsace Village	23,370	3.38	23,370	-
January 2007	Smithfield Greenbriar	39,370	5.69	39,370	-
				$ 62,740	$ 84,200

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

In accordance with FASB No. 66, although the sales of Edmonton Senior, Ltd. and Owingsville Senior, Ltd. were consummated on or prior to March 31, 2007, the gains on the sales were deferred on the Balance Sheet and not recognized in the Statement of Operations until the period that the net sales proceeds were received. The entire balance of the net proceeds due from these sales were subsequently received in April 2007 and the net proceeds were distributed to the Series 4 Assignees in May 2007. The deferred gains of $38,350 and $45,850 were recognized in the fiscal year 2008 Statement of Operations.

The net proceeds per BAC from the sale of Alsace Village and Smithfield Greenbriar are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007. These net proceeds were distributed to the Series 4 Assignees in May 2007.

Status Update on Unsold Project Partnerships:

The following summarizes the most recent status of the sale/disposal process for the remaining Project Partnership investments held as of March 31, ~~2009~~ 2010:

Project Partnerships sold subsequent to March 31, 2010:

Series 5

Alma Properties, An Arkansas Limited Partnership

Subsequent to the March 31, 2010 year-end, Gateway sold its partnership interest in Alma Properties, An Arkansas Limited Partnership. Gateway received approximately $65,000 in net proceeds (approximately $7.54 per beneficial assignee certificate) which also approximates the gain on sale of Project Partnerships. The gain will be recognized in the first quarter of fiscal year 2011 and available proceeds from this sale transaction, less the applicable state tax withholding, will be distributed to the Series 5 Assignees in a subsequent quarter.

Gateway has approved the sale to the general partner of the Project Partnership or a third party:

Series 2

~~Durango~~Richland CElderly Housing, Ltd.W, L.WP. ~~Limited~~Pearson ~~Partnership~~Elderly ~~Charleston~~Housing, ~~Properties~~Ltd., ~~Sallisaw~~L.P. ~~Properties~~Mt. Vernon Elderly Housing, Ltd., L.P. Lakeland Elderly Apartments, Ltd., L.P. Deerfield II ~~Pocola~~Ltd., ~~Properties~~L.P. Hartwell Family, Ltd., L.P.

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 $~~365~~75,000, or $5912.4922 per beneficial assignee certificate. Sales proceeds would be available for distribution, less the applicable state tax withholding, to the Series 2 Assignees subsequent to the closing of these sales transactions which would most likely occur within the next ~~18-month~~two ~~period~~years.

Series 3

~~Hornellsville~~Heritage ~~Apartments~~Villas, L.P. Nowata Properties Poteau Properties II Roland Properties II Sallisaw Properties Stilwell Properties Waldron Properties

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 $~~820~~725,000, or $~~150~~132.2988 per beneficial assignee certificate. Sales proceeds would be available for distribution, less the applicable state tax withholding, to the Series 3 Assignees subsequent to the closing of these sales transactions which would most likely occur within the next ~~18-month~~two ~~period~~years.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Series 4

Stilwell Properties II	Westville Properties
Spring Hill Senior Housing, L.P.

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 $305,000, or $44.11 per beneficial assignee certificate. Sales proceeds would be available for distribution, less the applicable state tax withholding, to the Series 4 Assignees subsequent to the closing of these sales transactions which would most likely occur within the next ~~18-month~~two ~~period~~years.

Series 5

Carrollton Club, Ltd., L.P. ~~Alma~~Crawford Rental Housing, L.P. Greensboro Properties, Ltd., L.P. Greensboro Properties, L.P., Phase II Clayton Properties Mill Creek Properties V Spring Hill Housing, L.P.

23These 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 $485,000, or $56.29 per beneficial assignee certificate. Sales proceeds would be available for distribution, less the applicable state tax withholding, to the Series 5 Assignees subsequent to the closing of these sales transactions which would most likely occur within the next two years.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

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 $495,000, or $57.45 per beneficial assignee certificate. Sales proceeds 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 18-month period.

Series 6

Dawson Elderly, L.P. Parsons Properties, L.P.

~~This approval~~These isapprovals are subject to a number of contingencies, the outcome of which cannot be predicted with certainty. However, utilizing the sales ~~amount~~amounts as approved by Gateway, should each of the ~~transaction~~transactions close without modification, the estimated net proceeds to Gateway from the ~~sale~~sales of ~~this~~these Project ~~Partnership~~Partnerships are estimated to be $~~130~~160,000, or $1215.8683 per beneficial assignee certificate. Sales proceeds would be available for distribution, less the applicable state tax withholding, to the Series 6 Assignees subsequent to the closing of ~~this~~these sales ~~transaction~~transactions which would most likely occur within the next ~~18-month~~two ~~period~~years.

Gateway has consented to the general partner granting an option for either the general partner or a third-party to purchase either the Project Partnership Interest or Assets:

Series 2

Lewiston Limited Partnership

Should this option be exercised, the estimated net sales proceeds to Gateway from the sales transaction are estimated to be $134,000, or $22.00 per beneficial assignee certificate potentially available for distribution to the Series 2 Assignees within the next 18 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 3

Countrywood Apartments, Limited Wildwood Apartments, Limited

Should each of these options be exercised, the estimated net sales proceeds to Gateway from the sales transactions are estimated to be $205,000, or $37.57 per beneficial assignee certificate potentially available for distribution to the Series 3 Assignees within the next 18 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 5

~~Shellman~~Wallis Housing, LLtd.~~P. Pine Terrace Apartments, L.P. Crisp Properties, L.P. Blackshear Apartments, L.P. Phase II Woodcrest Associates of South Boston~~

Should ~~each of~~ ~~these~~this ~~options~~option be exercised, the estimated net sales proceeds to Gateway from the ~~sales~~sale ~~transactions~~transaction is ~~are~~ estimated to be $~~620~~98,000, or $7111.9637 per beneficial assignee certificate potentially available for distribution, less the applicable state tax withholding, to the Series 5 Assignees within the next 18two ~~months~~years. ~~These~~This ~~options~~option to purchase could expire without being exercised which would result in no sales proceeds and remarketing of the Project ~~Partnerships~~Partnership, the results of which are undeterminable.

Series 6

~~Meadowcrest Apartments, Ltd.~~ Lancaster House ~~Country Place Apartments – Coal City~~

Should ~~each of~~ ~~these~~this ~~options~~option be exercised, the estimated net sales proceeds to Gateway from the ~~sales~~sale ~~transactions~~transaction is ~~are~~ estimated to be $~~270~~109,000, or $2610.7279 per beneficial assignee certificate potentially available for distribution, less the applicable state tax withholding, to the Series 6 Assignees within the next 18two ~~months~~years. ~~These~~This ~~options~~option to purchase could expire without being exercised which would result in no sales proceeds and remarketing of the Project ~~Partnerships~~Partnership, the results of which are undeterminable.

Gateway is exploring options regarding the sale or other disposition of the remaining Project Partnership investments not specifically listed above. Any net proceeds arising from these particular Project Partnerships are anticipated to be minimal.

2423

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Disclosure of Contractual Obligations

		Payment due by period
		Less than			More than
Contractual Obligations	Total	1 year	1-3 years	3-5 years	5 years
Long-Term Debt Obligations
Capital Lease Obligations
Operating Lease Obligations
Purchase Obligations
Other Liabilities Reflected on the
Registrant’s Balance Sheet under GAAP	$4,~~433~~753,~~363~~492 (1)	55118,~~670~~273	4,~~377~~635,~~693~~219	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, ~~2009~~2010. This payable is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing. As referred to in Note 43, 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 smaller reporting company, no information is required.

2524

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) – Series 2 through 6, in total and for each series, as of March 31, ~~2009~~2010 and ~~2008~~2009, and the related statements of operations, partners’ equity (deficit), and cash flows for the total partnership and for each of the series for each of the years in the three-year period ended March 31, ~~2009~~ 2010. Gateway’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

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 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 Gateway Tax Credit Fund II Ltd. – Series 2 through 6, in total and for each series, as of March 31, ~~2009~~2010 and ~~2008~~2009, and the results of its operations and its cash flows for the total partnership and for each of the series for each of the years in the three-year period ended March 31, ~~2009~~2010, 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

June 29, ~~2009~~ 2010

GATEWAY TAX CREDIT FUND II LTD.

(A Florida Limited Partnership)

BALANCE SHEETS

	SERIES 2		SERIES 3		SERIES 4
	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,
	2010	2009	2010	2009	2010	2009
ASSETS
Current Assets:
Cash and Cash Equivalents	$ 451,096	$ 161,708	$ 112,146	$ 148,892	$ 175,323	$ 408,013

Total Assets	$ 451,096	$ 161,708	$ 112,146	$ 148,892	$ 175,323	$ 408,013

LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
Payable to General Partners	$ 7,689	$ 8,464	$ 17,558	$ 8,265	$ 7,778	$ 9,602
Distribution Payable	347,753	16,121	3,249	3,249	3,492	192,692

Total Current Liabilities	355,442	24,585	20,807	11,514	11,270	202,294

Long-Term Liabilities:
Payable to General Partners	855,054	813,714	714,133	676,401	886,846	863,408

Partners' Equity (Deficit):
Limited Partner Assignees - 40,000 BAC's authorized of which
6,136, 5,456, and 6,915 for Series 2, 3, and 4, respectively,
have been issued at March 31, 2010 and 2009	(902,393)	(817,096)	(622,304)	(539,371)	(727,551)	(663,078)
General Partners	142,993	140,505	(490)	348	4,758	5,389

Total Partners' Deficit	(759,400)	(676,591)	(622,794)	(539,023)	(722,793)	(657,689)

Total Liabilities and Partners' Deficit	$ 451,096	$ 161,708	$ 112,146	$ 148,892	$ 175,323	$ 408,013

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.

(A Florida Limited Partnership)

BALANCE SHEETS

	SERIES 2		SERIES 3		SERIES 4
	SERIES 5		SERIES 6		TOTAL SERIES 2 - 6
	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,
	2009	2008	2009	2008	2009	2008
	2010	2009	2010	2009	2010	2009
ASSETS
Current Assets:
Cash and Cash Equivalents	$ ~~161~~479,~~708~~047	$ 83107,~~047~~240	$ ~~148~~229,~~892~~672	$ 75427,~~920~~375	$ ~~408~~1,~~013~~447,284	$ 971,~~986~~253,228
Investments in Securities	-	126,654	-	126,654	-	177,316
Receivable - Other	152,032	-	-	-	152,032	-
Total Assets	$ ~~161~~631,~~708~~079	$ ~~209~~107,~~701~~240	$ ~~148~~229,~~892~~672	$ ~~202~~427,~~574~~375	$ ~~408~~1,~~013~~599,316	$ ~~275~~1,~~302~~253,228
LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
Payable to General Partners	$ 853,~~464~~803	$ 5513,~~456~~333	$ 831,~~265~~445	$ 5316,~~465~~006	$ 9118,~~602~~273	$ 6355,~~632~~670
Distribution Payable	16403,~~121~~226	-3,704	31,~~249~~455	3130,~~249~~517	~~192~~759,~~692~~175	9346,~~737~~283
Total Current Liabilities	24,585	55,456	11,514	56,714	202,294	73,369
Deferred Gain on Sale of Project Partnerships	151,377	-	-	-	151,377	-
Total Current Liabilities	608,406	17,037	32,900	146,523	1,028,825	401,953
Long-Term Liabilities:
Payable to General Partners	~~813~~906,~~714~~074	~~726~~832,~~103~~457	~~676~~1,~~401~~273,112	~~594~~1,~~405~~191,713	~~863~~4,~~408~~635,219	~~782~~4,~~308~~377,693
Partners' Equity (Deficit):
Limited Partner Assignees - 40,000 BAC's authorized of which
6,136, 5,456, and 6,915 for Series 2, 3, and 4, respectively,
8,616 and 10,105 for Series 5 and 6, respectively, have
have been issued at March 31, 2009 and 2008	(817,096)	(709,923)	(539,371)	(449,798)	(663,078)	(583,401)
been issued at March 31, 2010 and 2009	(887,385)	(742,574)	(1,076,356)	(912,084)	(4,215,989)	(3,674,203)
General Partners	~~140~~3,~~505~~984	~~138,065~~320	~~348~~16	1,~~253~~223	5151,~~389~~261	3147,~~026~~785
Total Partners' Deficit	(~~676~~883,~~591~~401)	(~~571~~742,~~858~~254)	(~~539~~1,~~023~~076,340)	(~~448~~910,~~545~~861)	(~~657~~4,~~689~~064,728)	(~~580~~3,~~375~~526,418)
Total Liabilities and Partners' Deficit	$ ~~161~~631,~~708~~079	$ ~~209~~107,~~701~~240	$ ~~148~~229,~~892~~672	$ ~~202~~427,~~574~~375	$ ~~408~~1,~~013~~599,316	$ ~~275~~1,~~302~~253,228

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.

(A Florida Limited Partnership)

~~BALANCE SHEETS~~STATEMENTS OF OPERATIONS

	SERIES 5		SERIES 6		TOTAL SERIES 2 - 6
	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,
	2009	2008	2009	2008	2009	2008
ASSETS
Current Assets:
Cash and Cash Equivalents	$ 107,240	$ 258,274	$ 427,375	$ 128,416	$ 1,253,228	$ 643,643
Investments in Securities	-	126,654	-	303,971	-	861,249
Total Current Assets	107,240	384,928	427,375	432,387	1,253,228	1,504,892
Investments in Project Partnerships, net	-	21,112	-	28,229	-	49,341
Total Assets	$ 107,240	$ 406,040	$ 427,375	$ 460,616	$ 1,253,228	$ 1,554,233
LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
Payable to General Partners	$ 13,333	$ 83,663	$ 16,006	$ 79,468	$ 55,670	$ 335,684
Distribution Payable	3,704	179,992	130,517	39,987	346,283	232,965
Total Current Liabilities	17,037	263,655	146,523	119,455	401,953	568,649
Long-Term Liabilities:
Payable to General Partners	832,457	690,261	1,191,713	1,039,921	4,377,693	3,832,998
Partners' Equity (Deficit):
Limited Partner Assignees - 40,000 BAC's authorized of which
8,616 and 10,105 for Series 5 and 6, respectively, have
been issued at March 31, 2009 and 2008	(742,574)	(550,103)	(912,084)	(692,755)	(3,674,203)	(2,985,980)
General Partners	320	2,227	1,223	(6,005)	147,785	138,566
Total Partners' Deficit	(742,254)	(547,876)	(910,861)	(698,760)	(3,526,418)	(2,847,414)
Total Liabilities and Partners' Deficit	$ 107,240	$ 406,040	$ 427,375	$ 460,616	$ 1,253,228	$ 1,554,233

FOR THE YEARS ENDED MARCH 31, 2010, 2009 AND 2008

	SERIES 2			SERIES 3
	2010	2009	2008	2010	2009	2008
Revenues:
Distribution Income	$ 13,859	$ 13,586	$ 13,326	$ 17,501	$ 14,465	$ 19,193
Total Revenues	13,859	13,586	13,326	17,501	14,465	19,193

Expenses:
Asset Management Fee - General Partner	41,341	47,611	59,534	37,732	37,995	43,194
General and Administrative:
General Partner	43,142	54,129	63,960	43,457	46,497	53,244
Other	12,208	20,186	22,305	20,097	24,045	19,208

Total Expenses	96,691	121,926	145,799	101,286	108,537	115,646

Loss Before Gain on Sale of Project Partnerships and Other Income	(82,832)	(108,340)	(132,473)	(83,785)	(94,072)	(96,453)
Gain on Sale of Project Partnerships	331,632	13,041	652,922	-	-	126,106
Interest Income	23	3,608	18,524	14	3,594	13,134

Net Income (Loss)	$ 248,823	$ (91,691)	$ 538,973	$ (83,771)	$ (90,478)	$ 42,787

Allocation of Net Income (Loss):
Assignees	$ 246,335	$ (90,774)	$ 533,583	$ (82,933)	$ (89,573)	$ 41,534
General Partners	2,488	(917)	5,390	(838)	(905)	1,253

	$ 248,823	$ (91,691)	$ 538,973	$ (83,771)	$ (90,478)	$ 42,787

Net Income (Loss) Per Beneficial Assignee Certificate	$ 40.15	$ (14.79)	$ 86.96	$ (15.20)	$ (16.42)	$ 7.61

Number of Beneficial Assignee Certificates Outstanding	6,136	6,136	6,136	5,456	5,456	5,456

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.

(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED MARCH 31, ~~2009~~2010, ~~2008~~2009 AND ~~2007~~2008

	SERIES 2			SERIES 3
	SERIES 4			SERIES 5
	2009	2008	2007	2009	2008	2007
	2010	2009	2008	2010	2009	2008
Revenues:
Distribution Income	$ 138,~~586~~109	$ 1312,~~326~~173	$ 1514,~~209~~020	$ 1426,~~465~~546	$ 1916,~~193~~491	$ 2027,~~439~~867
Total Revenues	138,~~586~~109	1312,~~326~~173	1514,~~209~~020	1426,~~465~~546	1916,~~193~~491	2027,~~439~~867
Expenses:
Asset Management Fee - General Partner	4723,~~611~~438	5933,~~534~~100	6760,~~315~~199	3773,~~995~~617	4377,~~194~~196	5886,~~055~~397
General and Administrative:
General Partner	5427,~~129~~458	6339,~~960~~332	6168,~~537~~200	4668,~~497~~984	5386,~~244~~794	6395,~~702~~494
Other	2022,~~186~~340	22,~~305~~583	1922,~~652~~840	2425,~~045~~107	1931,~~208~~379	2126,~~099~~495
Total Expenses	~~121~~73,~~926~~236	~~145~~95,~~799~~015	~~148~~151,~~504~~239	~~108~~167,~~537~~708	~~115~~195,~~646~~369	~~142~~208,~~856~~386
Loss Before Equity in Income of Project Partnerships and Other Income	(108,340)	(132,473)	(133,295)	(94,072)	(96,453)	(122,417)
Loss Before Equity in Loss of Project Partnerships and Other Income	(65,127)	(82,842)	(137,219)	(141,162)	(178,878)	(180,519)
Equity in Income of Project Partnerships	-	-	-	-	-	490
Equity in Loss of Project Partnerships	-	-	-	-	(18,638)	(23,323)
Gain on Sale of Project Partnerships	132,~~041~~000	~~652~~313,~~922~~648	-303,811	-399,522	~~126~~3,~~106~~700	~~412~~228,~~624~~591
Interest Income	~~3,608~~23	185,~~524~~528	1416,~~168~~660	~~3,594~~15	133,~~134~~138	1514,~~265~~069
Net (Loss) Income	$ (9163,~~691~~104)	$ ~~538~~236,~~973~~334	$ ~~(119~~183,~~127)~~252	$ ~~(90~~258,~~478)~~375	$ 42(190,~~787~~678)	$ ~~305~~38,~~962~~818
Allocation of Net (Loss) Income:
Assignees	$ (9062,~~774~~473)	$ ~~533~~233,~~583~~971	$ ~~(117~~180,~~936)~~226	$ ~~(89~~254,~~573)~~711	$ 41(188,~~534~~771)	$ ~~255~~32,~~563~~556
General Partners	(~~917~~631)	52,~~390~~363	(13,~~191)~~026	~~(905)~~3,664	(1,~~253~~907)	506,~~399~~262
	$ (91,691)	$ 538,973	$ (119,127)	$ (90,478)	$ 42,787	$ 305,962
	$ (63,104)	$ 236,334	$ 183,252	$ 258,375	$ (190,678)	$ 38,818
Net (Loss) Income Per Beneficial Assignee Certificate	$ (149.7903)	$ 8633.9684	$ ~~(19~~26.~~22)~~06	$ ~~(16~~29.~~42)~~56	$ 7(21.6191)	$ 463.8478
Number of Beneficial Assignee Certificates Outstanding	6,~~136~~915	6,~~136~~915	6,~~136~~915	58,~~456~~616	58,~~456~~616	58,~~456~~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, ~~2009~~2010, ~~2008~~2009 AND ~~2007~~2008

	SERIES 4			SERIES 5
	SERIES 6			TOTAL SERIES 2 - 6
	2009	2008	2007	2009	2008	2007
	2010	2009	2008	2010	2009	2008
Revenues:
Distribution Income	$ 1229,~~173~~087	$ 1429,~~020~~062	$ 2028,~~091~~650	$ 1695,~~491~~102	$ 2785,~~867~~777	$ 26103,~~812~~056
Total Revenues	1229,~~173~~087	1429,~~020~~062	2028,~~091~~650	1695,~~491~~102	2785,~~867~~777	26103,~~812~~056
Expenses:
Asset Management Fee - General Partner	3381,~~100~~399	6091,~~199~~792	74100,~~671~~623	77257,~~196~~527	86287,~~397~~694	92349,~~287~~947
General and Administrative:
General Partner	3984,~~332~~018	6899,~~200~~847	81112,~~118~~863	86267,~~794~~059	95326,~~494~~599	97393,~~901~~761
Other	2229,~~583~~178	2229,~~840~~828	2327,~~570~~252	31108,~~379~~930	26128,~~495~~021	24118,~~984~~100
Amortization	-	-	-21,063	-	-	1521,~~436~~063
Total Expenses	95,015	151,239	179,359	195,369	208,386	230,608
Impairment Loss on Investment in Project Partnerships	-	22,839	-	-	22,839	-
Loss Before Equity in Loss of Project Partnerships and Other Income	(82,842)	(137,219)	(159,268)	(178,878)	(180,519)	(203,796)
Total Expenses	194,595	244,306	261,801	633,516	765,153	882,871
Equity in Loss of Project Partnerships	-	-	-	(18,638)	(23,323)	(5,528)
Loss Before Equity in (Loss) Income of Project Partnerships
Gain on Sale of Project Partnerships	313,648	303,811	62,740	3,700	228,591	-
and Other Income	(165,508)	(215,244)	(233,151)	(538,414)	(679,376)	(779,815)
Interest Income	5,528	16,660	17,252	3,138	14,069	14,639
Equity in (Loss) Income of Project Partnerships	-	(4,692)	18,738	-	(23,330)	(4,585)
Net Income (Loss)	$ 236,334	$ 183,252	$ (79,276)	$ (190,678)	$ 38,818	$ (194,685)
Gain (Loss) on Sale of Project Partnerships	2,000	130,444	(74,634)	735,154	460,833	1,236,796
Allocation of Net Income (Loss):
Interest Income	29	7,836	21,263	104	23,704	83,650
Assignees	$ 233,971	$ 180,226	$ (143,109)	$ (188,771)	$ 32,556	$ (192,738)
Net (Loss) Income	$ (163,479)	$ (81,656)	$ (267,784)	$ 196,844	$ (218,169)	$ 536,046
General Partners	2,363	3,026	63,833	(1,907)	6,262	(1,947)
Allocation of Net (Loss) Income:
	$ 236,334	$ 183,252	$ (79,276)	$ (190,678)	$ 38,818	$ (194,685)
Assignees	$ (162,272)	$ (88,884)	$ (265,106)	$ 193,368	$ (224,031)	$ 522,793
Net Income (Loss) Per Beneficial Assignee Certificate	$ 33.84	$ 26.06	$ (20.70)	$ (21.91)	$ 3.78	$ (22.37)
General Partners	(1,207)	7,228	(2,678)	3,476	5,862	13,253
Number of Beneficial Assignee Certificates Outstanding	6,915	6,915	6,915	8,616	8,616	8,616
	$ (163,479)	$ (81,656)	$ (267,784)	$ 196,844	$ (218,169)	$ 536,046
Net Loss Per Beneficial Assignee Certificate	$ (16.06)	$ (8.80)	$ (26.24)
Number of Beneficial Assignee Certificates Outstanding	10,105	10,105	10,105

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.

(A Florida Limited Partnership)

STATEMENTS OF ~~OPERATIONS~~ PARTNERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED MARCH 31, ~~2009~~2010, ~~2008~~2009 AND ~~2007~~2008

	SERIES 6			TOTAL SERIES 2 - 6
	SERIES 2			SERIES 3
	2009	2008	2007	2009	2008	2007
		General			General
Revenues:
	Assignees	Partners	Total	Assignees	Partners	Total
Distribution Income	$ 29,062	$ 28,650	$ 29,678	$ 85,777	$ 103,056	$ 112,229
Balance at March 31, 2007	$ (399,531)	$ (58,378)	$ (457,909)	$ (365,257)	$ -	$ (365,257)
Total Revenues	29,062	28,650	29,678	85,777	103,056	112,229
Capital Contributions	-	191,053	191,053	-	-	-
Expenses:
Net Income	533,583	5,390	538,973	41,534	1,253	42,787
Asset Management Fee - General Partner	91,792	100,623	101,242	287,694	349,947	393,570
Distributions	(843,975)	-	(843,975)	(126,075)	-	(126,075)
General and Administrative:
Balance at March 31, 2008	(709,923)	138,065	(571,858)	(449,798)	1,253	(448,545)
General Partner	99,847	112,863	103,495	326,599	393,761	407,753
Capital Contributions	-	3,357	3,357	-	-	-
Other	29,828	27,252	28,470	128,021	118,100	117,775
Net Loss	(90,774)	(917)	(91,691)	(89,573)	(905)	(90,478)
Amortization	-	21,063	44,929	-	21,063	60,365
Distributions	(16,399)	-	(16,399)	-	-	-
Impairment Loss on Investment in Project Partnerships	22,839	-	103,003	22,839	-	103,003
Balance at March 31, 2009	(817,096)	140,505	(676,591)	(539,371)	348	(539,023)
Total Expenses	244,306	261,801	381,139	765,153	882,871	1,082,466
Net Income (Loss)	246,335	2,488	248,823	(82,933)	(838)	(83,771)
Loss Before Equity in (Loss) Income of Project Partnerships
Distributions	(331,632)	-	(331,632)	-	-	-
and Other Income	(215,244)	(233,151)	(351,461)	(679,376)	(779,815)	(970,237)
Balance at March 31, 2010	$ (902,393)	$ 142,993	$ (759,400)	$ (622,304)	$ (490)	$ (622,794)
Equity in (Loss) Income of Project Partnerships	(4,692)	18,738	(7,156)	(23,330)	(4,585)	(12,194)
Gain (Loss) on Sale of Project Partnerships	130,444	(74,634)	-	460,833	1,236,796	475,364
Interest Income	7,836	21,263	25,949	23,704	83,650	87,273
Net (Loss) Income	$ (81,656)	$ (267,784)	$ (332,668)	$ (218,169)	$ 536,046	$ (419,794)
Allocation of Net (Loss) Income:
Assignees	$ (88,884)	$ (265,106)	$ (329,341)	$ (224,031)	$ 522,793	$ (527,561)
General Partners	7,228	(2,678)	(3,327)	5,862	13,253	107,767
	$ (81,656)	$ (267,784)	$ (332,668)	$ (218,169)	$ 536,046	$ (419,794)
Net Loss Per Beneficial Assignee Certificate	$ (8.80)	$ (26.24)	$ (32.59)
Number of Beneficial Assignee Certificates Outstanding	10,105	10,105	10,105

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, ~~2009~~2010, ~~2008~~2009 AND ~~2007~~2008

	SERIES 2			SERIES 3
	SERIES 4			SERIES 5
		General			General
	Assignees	Partners	Total	Assignees	Partners	Total
Balance at March 31, 2006	$ (281,595)	$ (57,187)	$ (338,782)	$ (207,975)	$ (50,399)	$ (258,374)
Balance at March 31, 2007	$ (459,820)	$ -	$ (459,820)	$ (275,580)	$ (4,035)	$ (279,615)
Net (Loss) Income	(117,936)	(1,191)	(119,127)	255,563	50,399	305,962
Net Income	180,226	3,026	183,252	32,556	6,262	38,818
Distributions	-(303,807)	-	-(303,807)	(~~412~~307,~~845~~079)	-	(~~412~~307,~~845~~079)
Balance at March 31, 2007	(399,531)	(58,378)	(457,909)	(365,257)	-	(365,257)
Balance at March 31, 2008	(583,401)	3,026	(580,375)	(550,103)	2,227	(547,876)
Capital Contributions	-	191,053	191,053	-	-	-
Net Income (Loss)	233,971	2,363	236,334	(188,771)	(1,907)	(190,678)
Net Income	533,583	5,390	538,973	41,534	1,253	42,787
Distributions	(313,648)	-	(313,648)	(3,700)	-	(3,700)
Distributions	(843,975)	-	(843,975)	(126,075)	-	(126,075)
Balance at March 31, 2009	(663,078)	5,389	(657,689)	(742,574)	320	(742,254)
Balance at March 31, 2008	(709,923)	138,065	(571,858)	(449,798)	1,253	(448,545)
Net (Loss) Income	(62,473)	(631)	(63,104)	254,711	3,664	258,375
Capital Contributions	-	3,357	3,357	-	-	-
Distributions	(2,000)	-	(2,000)	(399,522)	-	(399,522)
Net Loss	(90,774)	(917)	(91,691)	(89,573)	(905)	(90,478)
Balance at March 31, 2010	$ (727,551)	$ 4,758	$ (722,793)	$ (887,385)	$ 3,984	$ (883,401)
Distributions	(16,399)	-	(16,399)	-	-	-
Balance at March 31, 2009	$ (817,096)	$ 140,505	$ (676,591)	$ (539,371)	$ 348	$ (539,023)

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, ~~2009~~2010, ~~2008~~2009 AND ~~2007~~2008

	SERIES 4			SERIES 5
	SERIES 6			TOTAL SERIES 2 - 6
		General			General
	Assignees	Partners	Total	Assignees	Partners	Total
Balance at March 31, 2006	$ (253,967)	$ (63,833)	$ (317,800)	$ (82,842)	$ (2,088)	$ (84,930)
Balance at March 31, 2007	$ (327,179)	$ (3,327)	$ (330,506)	$ (1,827,367)	$ (65,740)	$ (1,893,107)
Net (Loss) Income	(143,109)	63,833	(79,276)	(192,738)	(1,947)	(194,685)
Capital Contributions	-	-	-	-	191,053	191,053
Distributions	(62,744)	-	(62,744)	-	-	-
Net (Loss) Income	(265,106)	(2,678)	(267,784)	522,793	13,253	536,046
Balance at March 31, 2007	(459,820)	-	(459,820)	(275,580)	(4,035)	(279,615)
Distributions	(100,470)	-	(100,470)	(1,681,406)	-	(1,681,406)
Net Income	180,226	3,026	183,252	32,556	6,262	38,818
Balance at March 31, 2008	(692,755)	(6,005)	(698,760)	(2,985,980)	138,566	(2,847,414)
Distributions	(303,807)	-	(303,807)	(307,079)	-	(307,079)
Capital Contributions	-	-	-	-	3,357	3,357
Balance at March 31, 2008	(583,401)	3,026	(580,375)	(550,103)	2,227	(547,876)
Net (Loss) Income	(88,884)	7,228	(81,656)	(224,031)	5,862	(218,169)
Net Income (Loss)	233,971	2,363	236,334	(188,771)	(1,907)	(190,678)
Distributions	(130,445)	-	(130,445)	(464,192)	-	(464,192)
Distributions	(313,648)	-	(313,648)	(3,700)	-	(3,700)
Balance at March 31, 2009	(912,084)	1,223	(910,861)	(3,674,203)	147,785	(3,526,418)
Balance at March 31, 2009	$ (663,078)	$ 5,389	$ (657,689)	$ (742,574)	$ 320	$ (742,254)
Net (Loss) Income	(162,272)	(1,207)	(163,479)	193,368	3,476	196,844
Distributions	(2,000)	-	(2,000)	(735,154)	-	(735,154)
Balance at March 31, 2010	$ (1,076,356)	$ 16	$ (1,076,340)	$ (4,215,989)	$ 151,261	$ (4,064,728)

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.

(A Florida Limited Partnership)

STATEMENTS OF ~~PARTNERS’ EQUITY~~CASH ~~(DEFICIT)~~FLOWS

FOR THE YEARS ENDED MARCH 31, ~~2009~~2010, ~~2008~~2009 AND ~~2007~~2008

	SERIES 6			TOTAL SERIES 2 - 6
	SERIES 2
		General			General
	2010	2009	2008
	Assignees	Partners	Total	Assignees	Partners	Total
Cash Flows from Operating Activities:
Balance at March 31, 2006	$ 2,162	$ -	$ 2,162	$ (824,217)	$ (173,507)	$ (997,724)
Net Income (Loss)	$ 248,823	$ (91,691)	$ 538,973
Net (Loss) Income	(329,341)	(3,327)	(332,668)	(527,561)	107,767	(419,794)
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
Distributions	-	-	-	(475,589)	-	(475,589)
Discount on Investment in Securities	-	(1,198)	(392)
Balance at March 31, 2007	(327,179)	(3,327)	(330,506)	(1,827,367)	(65,740)	(1,893,107)
Gain on Sale of Project Partnerships	(331,632)	(13,041)	(652,922)
Capital Contributions	-	-	-	-	191,053	191,053
Distribution Income	(13,859)	(13,586)	(13,326)
Net (Loss) Income	(265,106)	(2,678)	(267,784)	522,793	13,253	536,046
Changes in Operating Assets and Liabilities:
Distributions	(100,470)	-	(100,470)	(1,681,406)	-	(1,681,406)
Decrease (Increase) in Interest Receivable	-	1,610	(456)
Balance at March 31, 2008	(692,755)	(6,005)	(698,760)	(2,985,980)	138,566	(2,847,414)
Increase in Payable to General Partners	40,565	40,342	66,563
Capital Contributions	-	-	-	-	3,357	3,357
Net Cash Used in Operating Activities	(56,103)	(77,564)	(61,560)
Net (Loss) Income	(88,884)	7,228	(81,656)	(224,031)	5,862	(218,169)
Cash Flows from Investing Activities:
Distributions	(130,445)	-	(130,445)	(464,192)	-	(464,192)
Distributions Received from Project Partnerships	13,859	13,585	13,326
Balance at March 31, 2009	$ (912,084)	$ 1,223	$ (910,861)	$ (3,674,203)	$ 147,785	$ (3,526,418)
Net Proceeds from Sale of Project Partnerships	331,632	13,041	652,922
Redemption of Investment Securities	-	246,000	127,000
Purchase of Investment Securities	-	(119,758)	(125,166)
Net Cash Provided by Investing Activities	345,491	152,868	668,082
Cash Flows from Financing Activities:
Capital Contributions	-	3,357	191,053
Distributions Paid to Assignees	-	-	(844,252)
Net Cash Provided by (Used in) Financing Activities	-	3,357	(653,199)
Increase (Decrease) in Cash and Cash Equivalents	289,388	78,661	(46,677)
Cash and Cash Equivalents at Beginning of Year	161,708	83,047	129,724
Cash and Cash Equivalents at End of Year	$ 451,096	$ 161,708	$ 83,047
Supplemental disclosure of non-cash activities:
Increase in Distribution Payable	$ 331,632	$ 11,098	$ 277
Distribution to Assignees	(331,632)	(11,098)	-
Decrease in Payable to General Partners	-	-	(277)
	$ -	$ -	$ -

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, ~~2009~~2010, ~~2008~~2009 AND ~~2007~~2008

	SERIES 2
	SERIES 3
	2009	2008	2007
	2010	2009	2008
Cash Flows from Operating Activities:
Net (Loss) Income	$ (9183,~~691~~771)	$ ~~538~~(90,~~973~~478)	$ ~~(119~~42,~~127)~~787
Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operating Activities:
Discount on Investment in Securities	~~(1,198)~~-	(~~392~~1,301)	(~~509~~392)
Gain on Sale of Project Partnerships	~~(13,041)~~-	~~(652,922)~~-	-(126,106)
Distribution Income	(1317,~~586~~501)	(1314,~~326~~465)	(1519,~~209~~193)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Interest Receivable	~~1,610~~-	~~(456)~~1,610	(~~2,120~~456)
Increase in Payable to General Partners	4047,~~342~~025	6636,~~563~~796	6741,~~716~~305
Decrease in Other Payable	-	-	(8,030)
Net Cash Used in Operating Activities	(54,247)	(67,838)	(62,055)
Net Cash Used in Operating Activities	(77,564)	(61,560)	(77,279)
Cash Flows from Investing Activities:
Distributions Received from Project Partnerships	13,585	13,326	15,209
Decrease in Receivable - Other	-	-	44,000
Net Proceeds from Sale of Project Partnerships	13,041	652,922	-
Distributions Received from Project Partnerships	17,501	14,465	19,193
Redemption of Investment Securities	246,000	127,000	66,276
Net Proceeds from Sale of Project Partnerships	-	-	82,256
Purchase of Investment Securities	(119,758)	(125,166)	(125,011)
Redemption of Investment Securities	-	256,000	127,000
Net Cash Provided by (Used in) Investing Activities	152,868	668,082	(43,526)
Purchase of Investment Securities	-	(129,655)	(125,166)
Net Cash Provided by Investing Activities	17,501	140,810	147,283
Cash Flows from Financing Activities:
Capital Contributions	3,357	191,053	-
Distributions Paid to Assignees	-	-	(436,099)
Distributions Paid to Assignees	-	(844,252)	-
Net Cash Used in Financing Activities	-	-	(436,099)
Net Cash Provided by (Used in) Financing Activities	3,357	(653,199)	-
(Decrease) Increase in Cash and Cash Equivalents	(36,746)	72,972	(350,871)
Increase (Decrease) in Cash and Cash Equivalents	78,661	(46,677)	(120,805)
Cash and Cash Equivalents at Beginning of Year	148,892	75,920	426,791
Cash and Cash Equivalents at Beginning of Year	83,047	129,724	250,529
Cash and Cash Equivalents at End of Year	$ 112,146	$ 148,892	$ 75,920
Cash and Cash Equivalents at End of Year	$ 161,708	$ 83,047	$ 129,724
Supplemental disclosure of non-cash activities:
Increase in Distribution Payable	$ 11,098	$ 277	$ -
Distribution to Assignees	(11,098)	-	-
Decrease in Payable to General Partners	-	(277)	-
	$ -	$ -	$ -

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, ~~2009~~2010, ~~2008~~2009 AND ~~2007~~2008

	SERIES 3
	SERIES 4
	2009	2008	2007
	2010	2009	2008
Cash Flows from Operating Activities:
Net (Loss) Income	$ (9063,~~478~~104)	$ 42236,~~787~~334	$ ~~305~~183,~~962~~252
Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operating Activities:
Discount on Investment in Securities	~~(1,301)~~-	(~~392~~1,806)	(~~509~~550)
Equity in Income of Project Partnerships	-	-	(490)
Gain on Sale of Project Partnerships	(2,000)	(313,648)	(303,811)
Gain on Sale of Project Partnerships	-	(126,106)	(412,624)
Distribution Income	(8,109)	(12,173)	(14,020)
Distribution Income	(14,465)	(19,193)	(20,439)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Interest Receivable	~~1,610~~-	~~(456)~~2,254	(~~2,120~~637)
Increase in Payable to General Partners	3621,~~796~~614	4127,~~305~~070	6063,~~504~~151
Decrease in Other Payable	-	-	(7,300)
Net Cash Used in Operating Activities	(51,599)	(61,969)	(72,615)
Net Cash Used in Operating Activities	(67,838)	(62,055)	(77,016)
Cash Flows from Investing Activities:
Decrease in Receivable - Other	-	~~44,000~~-	-84,500
Distributions Received from Project Partnerships	148,~~465~~109	1912,~~193~~173	2014,~~439~~020
Net Proceeds from Sale of Project Partnerships	-2,000	82313,~~256~~648	~~412~~219,~~964~~611
Redemption of Investment Securities	~~256,000~~-	~~127~~357,000	58178,~~952~~000
Purchase of Investment Securities	~~(129,655)~~-	(~~125~~180,~~166~~132)	(~~125~~175,~~011~~232)
Net Cash Provided by Investing Activities	~~140~~10,~~810~~109	~~147~~502,~~283~~689	~~367~~320,~~344~~899
Cash Flows from Financing Activities:
Distributions Paid to Assignees	-(191,200)	(~~436~~130,~~099~~693)	(99356,~~572~~814)
Net Cash Used in Financing Activities	-(191,200)	(~~436~~130,~~099~~693)	(99356,~~572~~814)
Increase (Decrease) in Cash and Cash Equivalents	72,972	(350,871)	190,756
(Decrease) Increase in Cash and Cash Equivalents	(232,690)	310,027	(108,530)
Cash and Cash Equivalents at Beginning of Year	75408,~~920~~013	~~426~~97,~~791~~986	~~236~~206,~~035~~516
Cash and Cash Equivalents at End of Year	$ ~~148~~175,~~892~~323	$ 75408,~~920~~013	$ ~~426~~97,~~791~~986
Supplemental disclosure of non-cash activities:
Increase in Distribution Payable	$ -	$ -191,233	$ ~~313,273~~-
Distribution to Assignees	-	-(191,233)	~~(313,273)~~-
Increase in Receivable - Other	-	-	(44,000)
Proceeds from Sale of Project Partnerships	-	-	44,000
	$ -	$ -	$ -

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, ~~2009~~2010, ~~2008~~2009 AND ~~2007~~2008

	SERIES 4
	SERIES 5
	2009	2008	2007
	2010	2009	2008
Cash Flows from Operating Activities:
Net Income (Loss)	$ ~~236~~258,~~334~~375	$ ~~183~~(190,~~252~~678)	$ ~~(79~~38,~~276)~~818
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
Discount on Investment in Securities	~~(1,806)~~-	(~~550~~469)	(~~713~~287)
Gain on Sale of Project Partnerships	(313,648)	(303,811)	(62,740)
Equity in Loss of Project Partnerships	-	18,638	23,323
Distribution Income	(12,173)	(14,020)	(20,091)
Gain on Sale of Project Partnerships	(399,522)	(3,700)	(228,591)
Distribution Income	(26,546)	(16,491)	(27,867)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Interest Receivable	~~2,254~~-	~~(637)~~1,610	(~~2,972~~692)
Increase in Payable to General Partners	27113,~~070~~432	6371,~~151~~866	7691,~~130~~477
Decrease in Other Payable	-	-	(8,030)
Net Cash Used in Operating Activities	(54,261)	(119,224)	(103,819)
Net Cash Used in Operating Activities	(61,969)	(72,615)	(97,692)
Cash Flows from Investing Activities:
Decrease in Receivable - Other	-	84,500	-
Distributions Received from Project Partnerships	26,546	18,965	30,347
Distributions Received from Project Partnerships	12,173	14,020	20,091
Net Proceeds from Sale of Project Partnerships	399,522	3,700	307,079
Net Proceeds from Sale of Project Partnerships	313,648	219,611	62,440
Redemption of Investment Securities	-	175,000	101,000
Redemption of Investment Securities	357,000	178,000	74,685
Purchase of Investment Securities	-	(49,487)	(125,166)
Purchase of Investment Securities	(180,132)	(175,232)	(175,212)
Net Cash Provided by Investing Activities	426,068	148,178	313,260
Net Cash Provided by (Used in) Investing Activities	502,689	320,899	(17,996)
Cash Flows from Financing Activities:
Distributions Paid to Assignees	~~(130,693)~~-	(~~356~~179,~~814~~988)	-(127,087)
Net Cash Used in Financing Activities	~~(130,693)~~-	(~~356~~179,~~814~~988)	-(127,087)
Increase (Decrease) in Cash and Cash Equivalents	~~310~~371,~~027~~807	(~~108~~151,~~530~~034)	~~(115~~82,~~688)~~354
Cash and Cash Equivalents at Beginning of Year	97107,~~986~~240	~~206~~258,~~516~~274	~~322~~175,~~204~~920
Cash and Cash Equivalents at End of Year	$ ~~408~~479,~~013~~047	$ 97107,~~986~~240	$ ~~206~~258,~~516~~274
Supplemental disclosure of non-cash activities:
Increase in Distribution Payable	$ ~~191~~399,~~233~~939	$ -	$ 62180,~~744~~282
Distribution to Assignees	(~~191~~399,~~233~~939)	-	(62180,~~744~~282)
Increase in Receivable - Other	-(152,032)	-	~~(84,500)~~-
Proceeds from Sale of Project Partnerships	-	-	84,500
Increase in Deferred Gain on Sale of Project Partnerships	151,377	-	-
Increase in Payable to General Partners	655	-	-
	$ -	$ -	$ -

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, ~~2009~~2010, ~~2008~~2009 AND ~~2007~~2008

	SERIES 5
	SERIES 6
	2009	2008	2007
	2010	2009	2008
Cash Flows from Operating Activities:
Net (Loss) Income	$ (190,678)	$ 38,818	$ (194,685)
Net Loss	$ (163,479)	$ (81,656)	$ (267,784)
Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operating Activities:
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization	-	-	1521,~~436~~063
Discount on Investment in Securities	(469)	(287)	(405)
Impairment Loss on Investment in Project Partnerships	-	22,839	-
Equity in Loss of Project Partnerships	18,638	23,323	5,528
Discount on Investment in Securities	-	(2,595)	(837)
Gain on Sale of Project Partnerships	(3,700)	(228,591)	-
Equity in Loss (Income) of Project Partnerships	-	4,692	(18,738)
Distribution Income	(16,491)	(27,867)	(26,812)
(Gain) Loss on Sale of Project Partnerships	(2,000)	(130,444)	74,634
Distribution Income	(29,087)	(29,062)	(28,650)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Interest Receivable	~~1,610~~-	~~(692)~~3,865	(1,~~686~~330)
Decrease in Receivable - Other	-	-	912
Increase in Payable to General Partners	96,838	88,330	105,780
Increase in Payable to General Partners	71,866	91,477	93,100
Net Cash Used in Operating Activities	(97,728)	(124,031)	(115,862)
Decrease in Other Payable	-	-	(3,650)
Net Cash Used in Operating Activities	(119,224)	(103,819)	(112,262)
Cash Flows from Investing Activities:
Distributions Received from Project Partnerships	1829,~~965~~087	3029,~~347~~761	3231,~~075~~770
Net Proceeds from Sale of Project Partnerships	32,~~700~~000	~~307~~130,~~079~~444	-100,471
Redemption of Investment Securities	~~175,000~~-	~~101~~563,000	93279,~~086~~000
Purchase of Investment Securities	~~(49,487)~~-	(~~125~~260,~~166~~300)	(99300,~~418~~398)
Net Cash Provided by Investing Activities	~~148~~31,~~178~~087	~~313~~462,~~260~~905	25110,~~743~~843
Cash Flows from Financing Activities:
Distributions Paid to Assignees	(~~179~~131,~~988~~062)	(~~127~~39,~~087~~915)	-(60,529)
Net Cash Used in Financing Activities	(~~179~~131,~~988~~062)	(~~127~~39,~~087~~915)	-(60,529)
(Decrease) Increase in Cash and Cash Equivalents	(~~151~~197,~~034~~703)	82298,~~354~~959	(8665,~~519~~548)
Cash and Cash Equivalents at Beginning of Year	~~258~~427,~~274~~375	~~175~~128,~~920~~416	~~262~~193,~~439~~964
Cash and Cash Equivalents at End of Year	$ ~~107~~229,~~240~~672	$ ~~258~~427,~~274~~375	$ ~~175~~128,~~920~~416
Supplemental disclosure of non-cash activities:
Increase in Distribution Payable	$ -	$ ~~180~~131,~~282~~074	$ -41,274
Distribution to Assignees	-	(~~180~~131,~~282~~074)	-(41,274)
	$ -	$ -	$ -

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, ~~2009~~2010, ~~2008~~2009 AND ~~2007~~2008

	SERIES 6
	TOTAL SERIES 2 - 6
	2009	2008	2007
	2010	2009	2008
Cash Flows from Operating Activities:
Net Loss	$ (81,656)	$ (267,784)	$ (332,668)
Net Income (Loss)	$ 196,844	$ (218,169)	$ 536,046
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
Amortization	-	~~21,063~~-	4421,~~929~~063
Impairment Loss on Investment in Project Partnerships	~~22,839~~-	-22,839	~~103,003~~-
Accreted Interest Income on Investments in Securities	-	-	(4,630)
Discount on Investment in Securities	-	(7,369)	(2,458)
Discount on Investment in Securities	(2,595)	(837)	(1,117)
Equity in Loss of Project Partnerships	-	23,330	4,585
Equity in Loss (Income) of Project Partnerships	4,692	(18,738)	7,156
Gain on Sale of Project Partnerships	(735,154)	(460,833)	(1,236,796)
(Gain) Loss on Sale of Project Partnerships	(130,444)	74,634	-
Distribution Income	(95,102)	(85,777)	(103,056)
Distribution Income	(29,062)	(28,650)	(29,678)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Interest Receivable	~~3,865~~-	(110,~~330)~~949	(43,~~659~~571)
Increase in Payable to General Partners	88319,~~330~~474	~~105~~264,~~780~~404	~~101~~368,~~582~~276
Net Cash Used in Operating Activities	(~~124~~313,~~031~~938)	(~~115~~450,~~862~~626)	(~~116~~415,~~082~~911)
Cash Flows from Investing Activities:
Distributions Received from Project Partnerships	29,761	31,770	38,096
Decrease in Receivable - Other	-	-	128,500
Net Proceeds from Sale of Project Partnerships	130,444	100,471	-
Distributions Received from Project Partnerships	95,102	88,949	108,656
Redemption of Investment Securities	563,000	279,000	83,000
Net Proceeds from Sale of Project Partnerships	735,154	460,833	1,362,339
Purchase of Investment Securities	(260,300)	(300,398)	(274,630)
Redemption of Investment Securities	-	1,597,000	812,000
Net Cash Provided by (Used in) Investing Activities	462,905	110,843	(153,534)
Purchase of Investment Securities	-	(739,332)	(851,128)
Net Cash Provided by Investing Activities	830,256	1,407,450	1,560,367
Cash Flows from Financing Activities:
Distributions Paid to Assignees	(39,915)	(60,529)	-
Capital Contributions	-	3,357	191,053
Net Cash Used in Financing Activities	(39,915)	(60,529)	-
Distributions Paid to Assignees	(322,262)	(350,596)	(1,824,781)
Increase (Decrease) in Cash and Cash Equivalents	298,959	(65,548)	(269,616)
Net Cash Used in Financing Activities	(322,262)	(347,239)	(1,633,728)
Cash and Cash Equivalents at Beginning of Year	128,416	193,964	463,580
Increase (Decrease) in Cash and Cash Equivalents	194,056	609,585	(489,272)
Cash and Cash Equivalents at End of Year	$ 427,375	$ 128,416	$ 193,964
Cash and Cash Equivalents at Beginning of Year	1,253,228	643,643	1,132,915
Cash and Cash Equivalents at End of Year	$ 1,447,284	$ 1,253,228	$ 643,643
Supplemental disclosure of non-cash activities:
Increase in Distribution Payable	$ ~~131~~731,~~074~~571	$ 41333,~~274~~405	$ -221,833
Distribution to Assignees	(~~131~~731,~~074~~571)	(41333,~~274~~405)	-(221,556)
Decrease in Payable to General Partners	-	-	(277)
Increase in Receivable - Other	(152,032)	-	-
Increase in Deferred Gain on Sale of Project Partnerships	151,377	-	-
Increase in Payable to General Partners	655	-	-
	$ -	$ -	$ -

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, 2009, 2008 AND 2007

	TOTAL SERIES 2 - 6
	2009	2008	2007
Cash Flows from Operating Activities:
Net (Loss) Income	$ (218,169)	$ 536,046	$ (419,794)
Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operating Activities:
Amortization	-	21,063	60,365
Impairment Loss on Investment in Project Partnerships	22,839	-	103,003
Accreted Interest Income on Investments in Securities	-	-	(4,630)
Discount on Investment in Securities	(7,369)	(2,458)	(3,253)
Equity in Loss of Project Partnerships	23,330	4,585	12,194
Gain on Sale of Project Partnerships	(460,833)	(1,236,796)	(475,364)
Distribution Income	(85,777)	(103,056)	(112,229)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Interest Receivable	10,949	(3,571)	(13,557)
Decrease in Receivable - Other	-	-	912
Increase in Payable to General Partners	264,404	368,276	399,032
Decrease in Other Payable	-	-	(27,010)
Net Cash Used in Operating Activities	(450,626)	(415,911)	(480,331)
Cash Flows from Investing Activities:
Decrease in Receivable - Other	-	128,500	-
Distributions Received from Project Partnerships	88,949	108,656	125,910
Net Proceeds from Sale of Project Partnerships	460,833	1,362,339	475,404
Redemption of Investment Securities	1,597,000	812,000	375,999
Purchase of Investment Securities	(739,332)	(851,128)	(799,282)
Net Cash Provided by Investing Activities	1,407,450	1,560,367	178,031
Cash Flows from Financing Activities:
Capital Contributions	3,357	191,053	-
Distributions Paid to Assignees	(350,596)	(1,824,781)	(99,572)
Net Cash Used in Financing Activities	(347,239)	(1,633,728)	(99,572)
Increase (Decrease) in Cash and Cash Equivalents	609,585	(489,272)	(401,872)
Cash and Cash Equivalents at Beginning of Year	643,643	1,132,915	1,534,787
Cash and Cash Equivalents at End of Year	$ 1,253,228	$ 643,643	$ 1,132,915
Supplemental disclosure of non-cash activities:
Increase in Distribution Payable	$ 333,405	$ 221,833	$ 376,017
Distribution to Assignees	(333,405)	(221,556)	(376,017)
Decrease in Payable to General Partners	-	(277)	-
Increase in Receivable - Other	-	-	(128,500)
Proceeds from Sale of Project Partnerships	-	-	128,500
	$ -	$ -	$ -

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.

(A Florida Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, ~~2009~~2010, ~~2008~~2009 AND ~~2007~~ 2008

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, ~~2009~~2010, Gateway had received capital contributions of $195,410 from the General Partners and $37,228,000 from Beneficial Assignee Certificate investors (the “Assignees”). ~~As of March 31, 2008, Gateway had received capital contributions of $192,053 from the General Partners and $37,228,000 from 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 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~~Gateway 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 and collectively the General Partners.

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, ~~2009~~2010. Each Series is treated as though it were 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 from each Series are allocated 99% to the Assignees in that Series and 1% to the General Partners. Profit or loss and cash distributions from sales of properties by each Series are allocated as specified in the Agreement.

The IRS compliance period for low-income housing Tax Credit properties is generally 15 years from occupancy following construction or rehabilitation completion.

All of the Project Partnerships have reached the end of their Tax Credit compliance period. As of March 31, 2010, 62 of the Project Partnership investments have been sold 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 Assignee Limited Partners of those Series of Gateway. On a cumulative basis as of March 31, 2010, $844,487 of net sales proceeds representing $137.59 per Assignee Limited Partner unit in Series 2, $535,698 of net sales proceeds representing $98.18 per Assignee Limited Partner unit in Series 3, $678,707 of net sales proceeds representing $98.15 per Assignee Limited Partner unit in Series 4, $464,238 of net sales proceeds representing $53.87 per Assignee Limited Partner unit in Series 5, and $455,888 of net sales proceeds representing $45.08 per Assignee Limited Partner unit in Series 6 have been distributed to the Assignee Limited Partners of the respective Series.

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 loss 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.

4140

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):

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

1)	Increased for equity in income or decreased for equity in loss of the Project Partnerships,

2)	Decreased for cash distributions received from the Project Partnerships,

3) Decreased for the amortization of the acquisition fees and expenses, ~~and~~

4)	Decreased, where appropriate, for impairment.

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. As part of its analysis, Gateway has historically considered the residual value of the Project Partnerships as one key component of its estimate of future cash flows. During the quarter ended December 31, 2008, as a direct result of the deterioration that occurred within the United States financial markets and more specifically, its negative impact on the Tax Credit market, Gateway concluded that any residual value of the Project Partnerships ingiven the ~~present~~ Tax Credit market conditions ~~cannot~~could not be practicably determined. As a result, Gateway eliminated estimates of residual value of the Project Partnerships from the recoverability portion of its impairment analysis. ~~Accordingly,~~No inimpairment expense was recognized for the ~~quarter~~year ended ~~December~~March 31, ~~2008, impairment~~2010. Impairment expense offor ~~$22,839~~the ~~was~~year ~~recognized~~ended inMarch ~~the~~31, ~~Statement~~2009 oftotaled ~~Operations~~$22,839 (all in Series 6). No impairment expense was ~~incurred~~recognized infor the ~~fourth quarter~~year ofended ~~fiscal~~March ~~year~~31, ~~2009~~2008. Gateway is continuing to execute its process of disposition of its interest in Project Partnerships that have reached the end of their Tax Credit compliance period, refer to Note 65 – Summary of Disposition Activities for the most recent update of those on-going activities. ~~No impairment expense was recognized for the fiscal year ended March 31, 2008. Impairment expense for the year ended March 31, 2007 totaled $103,003 (all in Series 6).~~

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 Partnerships occurred during fiscal years 2007, 2008 or 2009.

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. In ~~and~~July as2010, ~~of March~~an ~~31,~~unaffiliated ~~2008,~~third ~~U.S.~~party ~~Treasury~~will ~~securities~~replace the current investment advisor.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) 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.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):

Investment in Securities

Gateway ~~applies~~ ~~Statement~~is ofrequired ~~Financial~~under ~~Accounting~~GAAP ~~Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (“FAS 115”) (refer~~ to ~~Note 3 herein). Under FAS 115, Gateway is required to~~ categorize its investments in debt securities as held-to-maturity, available-for-sale or trading securities, dependent upon Gateway’s intent in holding the securities. ~~As of March 31, 2008,~~ Gateway’s intent ~~was~~is to hold all of its debt securities (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. There are no Investments in Securities as of March 31, 2010 and 2009.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):

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. Gateway files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Gateway is no longer subject to U.S. federal examination by tax authorities for years prior to calendar year 2007. The income tax returns subject to state examination by tax authorities are generally consistent with the federal period.

State Tax Withholding

Certain state tax jurisdictions impose a capital gains tax on the taxable gains associated with the sale of investments in partnerships. As General Partner of Gateway, it is Gateway’s obligation to calculate and withhold the applicable state taxes that are payable by the Partners of Gateway when Project Partnerships are sold or otherwise disposed by Gateway. In most cases, the state taxes are due regardless if proceeds are received from the sale of Project Partnerships. Therefore, Gateway has estimated the withholding taxes payable and the amount is included in Distribution Payable on the Balance Sheet.

Variable Interest Entities

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “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~~GAAP 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. Gateway’s determination of the primary beneficiary of each VIE requires judgment and is based on an analysis of all relevant facts and circumstances including: (1) the existence of a principal-agency relationship between the limited partner and the general partner, (2) the relationship and significance of the activities of the VIE to each partner, (3) each partner’s exposure to the expected losses of the VIE, and (4) the design of the VIE. In the design of Project Partnership VIEs, the overriding concept centers around the premise that the limited partner invests solely for tax attributes associated with the property held by the VIE, while the general partner of the project partnership is responsible for overseeing its operations. Based upon its analysis of all the relevant facts and considerations, Gateway has concluded that in those instances where the Project Partnership interests are determined to be VIEs, the general partner of the Project Partnership is more closely associated with the Project Partnership than the limited partner (Gateway) and therefore, Gateway is not the primary beneficiary.

Gateway holds variable interests in 9784 VIEs, which consist of Project Partnerships, of which Gateway is not the primary beneficiary. Two of Gateway’s Project Partnership investments have been determined not to be VIEs. Since its inception, Gateway’s maximum exposure to loss as a result of its involvement with unconsolidated VIEs ishas been limited to Gateway’s capital contributions to those VIEs, which is approximately $1714,~~504~~896,~~079~~075 at March 31, ~~2009~~ 2010. Over the course of the investment and Tax Credit cycle, this maximum exposure to loss was offset by actual losses experienced by the Project Partnerships recorded by Gateway in its equity accounting. Accordingly, at the current stage of the investment and Tax Credit cycle, the carrying value of Gateway’s interest in the VIEs has been reduced to $0. 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. Gateway does not currently intend to provide future financial support to the Project Partnerships.

Recent Accounting Changes

4342

NOTE 23 - ~~SIGNIFICANT ACCOUNTING~~RELATED ~~POLICIES~~PARTY ~~(Continued)~~TRANSACTIONS:

NOTE 3 - INVESTMENT IN SECURITIES:

The March 31, 2008 Balance Sheet includes Investments in Securities consisting of U.S. Treasury Notes which represents their cost, plus accreted interest income and unamortized premiums of $1,654 for Series 2, $1,654 for Series 3, $2,316 for Series 4, $1,654 for Series 5 and $3,971 for Series 6. The Investments in Securities were 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 any investments.

	Series 2		Series 3
	March 31, 2009	March 31, 2008	March 31, 2009	March 31, 2008
Amortized Cost	$ -	$ 126,654	$ -	$ 126,654
Gross Unrealized Loss	-	(501)	-	(501)
Fair Value	$ -	$ 126,153	$ -	$ 126,153

	Series 4		Series 5
	March 31, 2009	March 31, 2008	March 31, 2009	March 31, 2008
Amortized Cost	$ -	$ 177,316	$ -	$ 126,654
Gross Unrealized Loss	-	(702)	-	(501)
Fair Value	$ -	$ 176,614	$ -	$ 126,153

	Series 6		Total Series 2 – 6
	March 31, 2009	March 31, 2008	March 31, 2009	March 31, 2008
Amortized Cost	$ -	$ 303,970	$ -	$ 861,248
Gross Unrealized Loss	-	(1,204)	-	(3,409)
Fair Value	$ -	$ 302,766	$ -	$ 857,839

NOTE 4 - RELATED PARTY TRANSACTIONS:

The Payable to General Partners primarily represents the asset management fees and general and administrative expenses owed to the General Partners at the end of the period. It is unsecured, due on demand and, in accordance with the 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, ~~2009~~2010, ~~2008~~2009 and ~~2007~~2008 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 receive 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.

	2009	2008	2007
	2010	2009	2008
Series 2	$ 4741,~~611~~341	$ 5947,~~534~~611	$ 6759,~~315~~534
Series 3	37,~~995~~732	4337,~~194~~995	5843,~~055~~194
Series 4	3323,~~100~~438	6033,~~199~~100	7460,~~671~~199
Series 5	7773,~~196~~617	8677,~~397~~196	9286,~~287~~397
Series 6	9181,~~792~~399	~~100~~91,~~623~~792	~~101~~100,~~242~~623
Total	$ ~~287~~257,~~694~~527	$ ~~349~~287,~~947~~694	$ ~~393~~349,~~570~~947

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.

	2009	2008	2007
	2010	2009	2008
Series 2	$ 5443,~~129~~142	$ 6354,~~960~~129	$ 6163,~~537~~960
Series 3	4643,~~497~~457	5346,~~244~~497	6353,~~702~~244
Series 4	3927,~~332~~458	6839,~~200~~332	8168,~~118~~200
Series 5	8668,~~794~~984	9586,~~494~~794	9795,~~901~~494
Series 6	9984,~~847~~018	~~112~~99,~~863~~847	~~103~~112,~~495~~863
Total	$ ~~326~~267,~~599~~059	$ ~~393~~326,~~761~~599	$ ~~407~~393,~~753~~761

Total unpaid asset management fees and administrative expenses payable to the General Partners, which are included on the Balance Sheet as of March 31, ~~2009~~2010 and ~~2008~~ 2009 are as follows:

	March 31, 2009	March 31, 2008
	March 31, 2010	March 31, 2009
Series 2	$ ~~822~~862,~~178~~743	$ ~~781~~822,~~559~~178
Series 3	~~684~~731,~~666~~691	~~647~~684,~~870~~666
Series 4	~~873~~894,~~010~~624	~~845~~873,~~940~~010
Series 5	~~845~~959,~~790~~877	~~773~~845,~~924~~790
Series 6	1,~~207~~304,~~719~~557	1,~~119~~207,~~389~~719
Total	$ 4,~~433~~753,~~363~~492	$ 4,~~168~~433,~~682~~363

Refer to the discussion of net profit on re-syndication transactions contributed to Gateway by the Managing General Partner in Note 65, Summary of Disposition Activities herein.

NOTE 4 – INVESTMENTS IN PROJECT PARTNERSHIPS:

As of March 31, 2010, Gateway had acquired a 99% interest in the profits, losses, and Tax Credits as a limited partner in Project Partnerships (Series 2 - 12, Series 3 - 15, and Series 4 - 9) which own and operate government assisted multi-family housing complexes. Cash flows from operations are allocated according to each Project Partnership agreement. Upon dissolution, proceeds will be distributed according to each Project Partnership agreement.

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

	SERIES 2		SERIES 3		SERIES 4
	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,
	2010	2009	2010	2009	2010	2009
Capital Contributions to Project Partnerships
and purchase price paid for limited partner
interests in Project Partnerships	$ 2,073,022	$ 3,159,579	$ 2,494,974	$ 2,494,974	$ 1,402,420	$ 1,556,420

Cumulative equity in losses of Project
Partnerships (1)	(2,162,502)	(3,298,001)	(2,675,808)	(2,675,808)	(1,479,274)	(1,645,185)

Cumulative distributions received from
Project Partnerships	(34,090)	(59,212)	(93,673)	(93,673)	(42,900)	(45,823)

Investment in Project Partnerships before
Adjustment	(123,570)	(197,634)	(274,507)	(274,507)	(119,754)	(134,588)

Excess of investment cost over the underlying
assets acquired:
Acquisition fees and expenses	161,803	254,188	318,739	318,739	147,412	164,485
Accumulated amortization of acquisition
fees and expenses	(38,233)	(56,554)	(44,232)	(44,232)	(27,658)	(29,897)

Investments in Project Partnerships	$ -	$ -	$ -	$ -	$ -	$ -

(1) In accordance with Gateway's accounting policy to not carry investments in Project Partnerships below zero, cumulative suspended losses of $3,381,882 in Series 2, $6,220,928 in Series 3, and $2,694,245 in Series 4 for the year ended March 31, 2010; and cumulative suspended losses of $5,135,273 in Series 2, $5,884,963 in Series 3, and $2,922,713 in Series 4 for the year ended March 31, 2009 are not included.

NOTE 4 – INVESTMENTS IN PROJECT PARTNERSHIPS (Continued):

As of March 31, 2010, Gateway had acquired a 99% interest in the profits, losses, and Tax Credits as a limited partner in Project Partnerships (Series 5 - 21 and Series 6 - 29) which own and operate government assisted multi-family housing complexes. Cash flows from operations are allocated according to each Project Partnership agreement. Upon dissolution, proceeds will be distributed according to each Project Partnership agreement.

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

	SERIES 5		SERIES 6		TOTAL SERIES 2 - 6
	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,
	2010	2009	2010	2009	2010	2009
Capital Contributions to Project Partnerships
and purchase price paid for limited partner
interests in Project Partnerships	$ 3,729,876	$ 5,097,323	$ 5,424,795	$ 5,424,795	$ 15,125,087	$ 17,733,091

Cumulative equity in losses of Project
Partnerships (1)	(3,886,172)	(5,329,389)	(5,590,369)	(5,590,369)	(15,794,125)	(18,538,752)

Cumulative distributions received from
Project Partnerships	(121,537)	(160,153)	(191,505)	(191,505)	(483,705)	(550,366)

Investment in Project Partnerships before
Adjustment	(277,833)	(392,219)	(357,079)	(357,079)	(1,152,743)	(1,356,027)

Excess of investment cost over the underlying
assets acquired:
Acquisition fees and expenses	385,181	531,092	557,032	557,032	1,570,167	1,825,536
Accumulated amortization of acquisition
fees and expenses	(107,348)	(138,873)	(177,114)	(177,114)	(394,585)	(446,670)

Reserve for Impairment of Investment in
Project Partnerships	-	-	(22,839)	(22,839)	(22,839)	(22,839)

Investments in Project Partnerships	$ -	$ -	$ -	$ -	$ -	$ -

(1) In accordance with Gateway's accounting policy to not carry investments in Project Partnerships below zero, cumulative suspended losses of $6,427,740 in Series 5 and $5,680,549 in Series 6 for the year ended March 31, 2010; and cumulative suspended losses of $7,971,901 in Series 5 and $5,086,927 in Series 6 for the year ended March 31, 2009 are not included.

NOTE 4 – 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 balance sheets for the Project Partnerships of Series 2 as of December 31 and the summarized statements of operations for the year ended December 31 of each year:

	SERIES 2
	2009	2008	2007
SUMMARIZED BALANCE SHEETS
Assets:
Current assets	$ 1,083,508	$ 1,589,125	$ 1,589,592
Investment properties, net	5,567,844	8,678,839	10,034,090
Other assets	27,391	34,351	45,567
Total assets	$ 6,678,743	$ 10,302,315	$ 11,669,249

Liabilities and Partners' Deficit:
Current liabilities	$ 489,623	$ 570,593	$ 553,779
Long-term debt	10,024,081	15,302,625	16,346,779
Total liabilities	10,513,704	15,873,218	16,900,558

Partners' deficit
Limited Partner	(3,547,915)	(5,407,127)	(5,103,100)
General Partners	(287,046)	(163,776)	(128,209)
Total partners' deficit	(3,834,961)	(5,570,903)	(5,231,309)

Total liabilities and partners' deficit	$ 6,678,743	$ 10,302,315	$ 11,669,249

SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income	$ 2,177,937	$ 3,289,010	$ 3,463,890
Expenses:
Operating expenses	1,249,692	1,778,270	1,705,488
Interest expense	809,679	1,352,564	1,450,643
Depreciation and amortization	391,940	597,729	655,788

Total expenses	2,451,311	3,728,563	3,811,919

Net loss	$ (273,374)	$ (439,553)	$ (348,029)

Other partners' share of net loss	$ (2,734)	$ (4,396)	$ (3,480)

Gateway's share of net loss	$ (270,640)	$ (435,157)	$ (344,549)
Suspended losses	270,640	435,157	344,549

Equity in Loss of Project Partnerships	$ -	$ -	$ -

NOTE 54 – INVESTMENTS IN PROJECT PARTNERSHIPS (Continued):

AsIn ofaccordance ~~March~~with ~~31, 2009,~~ Gateway’s ~~had~~policy ~~acquired~~of apresenting ~~99% interest in~~ the ~~profits,~~financial ~~losses,~~information ~~and~~of ~~Tax~~the ~~Credits~~Project asPartnerships on a ~~limited~~three ~~partner~~month inlag, ~~Project~~below ~~Partnerships~~is ~~(Series~~the 2summarized -balance ~~17,~~sheets ~~Series~~for 3the -Project ~~15,~~Partnerships ~~and~~of Series 43 -as ~~10)~~of ~~which~~December ~~own~~31 and ~~operate~~the ~~government~~summarized ~~assisted~~statements ~~multi-family~~of ~~housing complexes. Cash flows from~~ operations ~~are~~for ~~allocated~~the ~~according~~year toended ~~each~~December ~~Project~~31 ~~Partnership~~of ~~agreement. Upon dissolution, proceeds will be distributed according to~~ each ~~Project Partnership agreement. The following is a summary of Investments in Project Partnerships as of~~year:

	SERIES 2		SERIES 3		SERIES 4
	SERIES 3
	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,
	2009	2008	2007
	2009	2008	2009	2008	2009	2008
SUMMARIZED BALANCE SHEETS
Capital Contributions to Project Partnerships
Assets:
and purchase price paid for limited partner
Current assets	$ 1,635,209	$ 1,650,727	$ 1,500,209
interests in Project Partnerships	$ 3,159,579	$ 3,351,639	$ 2,494,974	$ 2,494,974	$ 1,556,420	$ 2,563,233
Investment properties, net	4,431,231	4,988,440	5,592,941
Cumulative equity in losses of Project
Other assets	43,591	36,462	47,779
Partnerships (1)	(3,298,001)	(3,497,278)	(2,675,808)	(2,675,808)	(1,645,185)	(2,722,332)
Total assets	$ 6,110,031	$ 6,675,629	$ 7,140,929
Cumulative distributions received from
Liabilities and Partners' Deficit:
Project Partnerships	(59,212)	(69,851)	(93,673)	(93,673)	(45,823)	(73,322)
Current liabilities	$ 310,418	$ 379,329	$ 292,731
Investment in Project Partnerships before
Long-term debt	12,502,110	12,628,696	12,743,481
Adjustment	(197,634)	(215,490)	(274,507)	(274,507)	(134,588)	(232,421)
Total liabilities	12,812,528	13,008,025	13,036,212
Excess of investment cost over the underlying
Partners' equity (deficit)
assets acquired:
Limited Partner	(6,883,450)	(6,532,910)	(6,118,197)
Acquisition fees and expenses	254,188	278,463	318,739	318,739	164,485	280,277
General Partners	180,953	200,514	222,914
Accumulated amortization of acquisition
Total partners' deficit	(6,702,497)	(6,332,396)	(5,895,283)
fees and expenses	(56,554)	(62,973)	(44,232)	(44,232)	(29,897)	(47,856)
Total liabilities and partners' deficit	$ 6,110,031	$ 6,675,629	$ 7,140,929
Investments in Project Partnerships	$ -	$ -	$ -	$ -	$ -	$ -
SUMMARIZED STATEMENTS OF OPERATIONS
(1) In accordance with Gateway's accounting policy to not carry investments in Project Partnerships below zero, cumulative suspended losses of $5,135,273 in Series 2, $5,884,963 in Series 3, and $2,922,713 in Series 4 for the year ended March 31, 2009; and cumulative suspended losses of $4,816,357 in Series 2, $5,485,807 in Series 3, and $4,400,783 in Series 4 for the year ended March 31, 2008 are not included.
Rental and other income	$ 2,924,525	$ 2,878,664	$ 2,857,452
Expenses:
Operating expenses	1,549,414	1,558,219	1,435,006
Interest expense	1,062,563	1,074,974	1,127,979
Depreciation and amortization	651,907	648,659	647,338
Total expenses	3,263,884	3,281,852	3,210,323
Net loss	$ (339,359)	$ (403,188)	$ (352,871)
Other partners' share of net loss	$ (3,394)	$ (4,032)	$ (3,529)
Gateway's share of net loss	$ (335,965)	$ (399,156)	$ (349,342)
Suspended losses	335,965	399,156	349,342
Equity in Loss of Project Partnerships	$ -	$ -	$ -

NOTE 54 – INVESTMENTS IN PROJECT PARTNERSHIPS (Continued):

AsIn ofaccordance ~~March~~with ~~31, 2009,~~ Gateway’s ~~had~~policy ~~acquired~~of apresenting ~~99% interest in~~ the ~~profits,~~financial ~~losses,~~information ~~and~~of ~~Tax~~the ~~Credits as a limited partner in~~ Project Partnerships ~~(Series~~on 5a -three 28month ~~and~~lag, ~~Series~~below 6is -the ~~29)~~summarized ~~which~~balance ~~own~~sheets ~~and~~for ~~operate~~the ~~government~~Project ~~assisted~~Partnerships ~~multi-family~~of ~~housing~~Series ~~complexes.~~4 ~~Cash~~as ~~flows~~of ~~from~~December ~~operations~~31 ~~are~~and ~~allocated~~the ~~according~~summarized tostatements ~~each~~of ~~Project~~operations ~~Partnership~~for ~~agreement.~~the ~~Upon~~year ~~dissolution,~~ended ~~proceeds~~December ~~will~~31 beof ~~distributed according to~~ each ~~Project Partnership agreement. The following is a summary of Investments in Project Partnerships as of~~year:

	SERIES 5		SERIES 6		TOTAL SERIES 2 - 6
	SERIES 4
	March 31,	March 31,	March 31,	March 31,	March 31,	March 31,
	2009	2008	2007
	2009	2008	2009	2008	2009	2008
SUMMARIZED BALANCE SHEETS
Capital Contributions to Project Partnerships
Assets:
and purchase price paid for limited partner
Current assets	$ 1,027,191	$ 994,709	$ 1,615,179
interests in Project Partnerships	$ 5,097,323	$ 5,097,323	$ 5,424,795	$ 6,511,934	$ 17,733,091	$ 20,019,103
Investment properties, net	3,663,777	4,316,094	7,403,109
Cumulative equity in losses of Project
Other assets	26,943	19,260	36,677
Partnerships (1)	(5,329,389)	(5,310,751)	(5,590,369)	(6,715,160)	(18,538,752)	(20,921,329)
Total assets	$ 4,717,911	$ 5,330,063	$ 9,054,965
Cumulative distributions received from
Liabilities and Partners' Deficit:
Project Partnerships	(160,153)	(157,679)	(191,505)	(228,408)	(550,366)	(622,933)
Current liabilities	$ 206,962	$ 213,087	$ 322,304
Investment in Project Partnerships before
Long-term debt	7,246,783	8,093,519	13,429,392
Adjustment	(392,219)	(371,107)	(357,079)	(431,634)	(1,356,027)	(1,525,159)
Total liabilities	7,453,745	8,306,606	13,751,696
Excess of investment cost over the underlying
Partners' equity (deficit)
assets acquired:
Limited Partner	(2,859,535)	(3,104,564)	(4,779,188)
Acquisition fees and expenses	531,092	531,092	557,032	667,412	1,825,536	2,075,983
General Partners	123,701	128,021	82,457
Accumulated amortization of acquisition
Total partners' deficit	(2,735,834)	(2,976,543)	(4,696,731)
fees and expenses	(138,873)	(138,873)	(177,114)	(207,549)	(446,670)	(501,483)
Total liabilities and partners' deficit	$ 4,717,911	$ 5,330,063	$ 9,054,965
Reserve for Impairment of Investment in
SUMMARIZED STATEMENTS OF OPERATIONS
Project Partnerships	-	-	(22,839)	-	(22,839)	-
Rental and other income	$ 1,561,071	$ 1,760,177	$ 2,932,959
Investments in Project Partnerships	$ -	$ 21,112	$ -	$ 28,229	$ -	$ 49,341
Expenses:
(1) In accordance with Gateway's accounting policy to not carry investments in Project Partnerships below zero, cumulative suspended losses of $7,971,901 in Series 5 and $5,086,927 in Series 6 for the year ended March 31, 2009; and cumulative suspended losses of $7,150,202 in Series 5 and $5,326,842 in Series 6 for the year ended March 31, 2008 are not included.
Operating expenses	941,795	984,614	1,488,532
Interest expense	483,205	642,073	1,150,023
Depreciation and amortization	320,168	358,055	595,028
Total expenses	1,745,168	1,984,742	3,233,583
Net loss	$ (184,097)	$ (224,565)	$ (300,624)
Other partners' share of net loss	$ (4,535)	$ (4,431)	$ (3,659)
Gateway's share of net loss	$ (179,562)	$ (220,134)	$ (296,965)
Suspended losses	179,562	220,134	296,965
Equity in Loss of Project Partnerships	$ -	$ -	$ -

NOTE 54 – 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 balance sheets for the Project Partnerships of Series 25 as of December 31 and the summarized statements of operations for the year ended December 31 of each year:

	SERIES 2
	SERIES 5
	2008	2007	2006
	2009	2008	2007
SUMMARIZED BALANCE SHEETS
Assets:
Current assets	$ 12,~~589~~350,~~125~~783	$ 12,~~589~~954,~~592~~696	$ 2,~~213~~876,~~621~~495
Investment properties, net	810,~~678~~104,~~839~~393	1014,~~034~~779,~~090~~748	1415,~~180~~819,~~401~~070
Other assets	34,~~351~~854	4524,~~567~~928	136,~~676~~148
Total assets	$ 1012,~~302~~490,~~315~~030	$ 1117,~~669~~759,~~249~~372	$ 1618,~~395~~731,~~698~~713
Liabilities and Partners' Deficit:
Current liabilities	$ ~~570~~582,~~593~~996	$ ~~553~~796,~~779~~031	$ ~~559~~698,~~702~~539
Long-term debt	1518,~~302~~858,~~625~~682	1625,~~346~~741,~~779~~575	2225,~~550~~905,~~086~~754
Total liabilities	1519,~~873~~441,~~218~~678	1626,~~900~~537,~~558~~606	2326,~~109~~604,~~788~~293
Partners' deficit
Limited Partner	(56,~~407~~791,~~127~~269)	(58,~~103~~488,~~100~~560)	(67,~~543~~622,~~604~~533)
General Partners	(~~163~~160,~~776~~379)	(~~128~~289,~~209~~674)	(~~170~~250,~~486~~047)
Total partners' deficit	(56,~~570~~951,~~903~~648)	(58,~~231~~778,~~309~~234)	(67,~~714~~872,~~090~~580)
Total liabilities and partners' deficit	$ 1012,~~302~~490,~~315~~030	$ 1117,~~669~~759,~~249~~372	$ 1618,~~395~~731,~~698~~713
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income	$ 34,~~289~~219,~~010~~474	$ 35,~~463~~267,~~890~~688	$ 45,~~556~~277,~~821~~941
Expenses:
Operating expenses	12,~~778~~455,~~270~~734	13,~~705~~266,~~488~~656	2,~~202~~906,~~862~~810
Interest expense	1,~~352~~435,~~564~~691	1,~~450~~782,~~643~~720	21,~~000~~938,~~437~~360
Depreciation and amortization	~~597~~803,~~729~~244	~~655~~1,~~788~~067,137	~~886~~1,~~432~~066,122
Total expenses	34,~~728~~694,~~563~~669	36,~~811~~116,~~919~~513	5,~~089~~911,~~731~~292
Net loss	$ (~~439~~475,~~553~~195)	$ (~~348~~848,~~029~~825)	$ (~~532~~633,~~910~~351)
Other partners' share of net loss	$ (4,~~396~~752)	$ (38,~~480~~488)	$ (56,~~329~~334)
Gateway's share of net loss	$ (~~435~~470,~~157~~443)	$ (~~344~~840,~~549~~337)	$ (~~527~~627,~~581~~017)
Suspended losses	~~435~~470,~~157~~443	~~344~~821,~~549~~699	~~527~~603,~~581~~694
Equity in Loss of Project Partnerships	$ -	$ -(18,638)	$ -(23,323)

NOTE 54 – 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 balance sheets for the Project Partnerships of Series 36 as of December 31 and the summarized statements of operations for the year ended December 31 of each year:

	SERIES 3
	SERIES 6
	2008	2007	2006
	2009	2008	2007
SUMMARIZED BALANCE SHEETS
Assets:
Current assets	$ 13,~~650~~643,~~727~~304	$ 13,~~500~~650,~~209~~347	$ 14,~~904~~270,~~835~~757
Investment properties, net	417,~~988~~281,~~440~~496	518,~~592~~149,~~941~~356	722,~~844~~920,~~423~~098
Other assets	3664,~~462~~624	4732,~~779~~733	3047,~~170~~830
Total assets	$ 620,~~675~~989,~~629~~424	$ 721,~~140~~832,~~929~~436	$ 927,~~779~~238,~~428~~685
Liabilities and Partners' Deficit:
Current liabilities	$ ~~379~~790,~~329~~886	$ ~~292~~756,~~731~~388	$ ~~296~~846,~~133~~467
Long-term debt	1227,~~628~~019,~~696~~788	1227,~~743~~229,~~481~~395	1532,~~224~~940,~~112~~725
Total liabilities	1327,~~008~~810,~~025~~674	1327,~~036~~985,~~212~~783	1533,~~520~~787,~~245~~192
Partners' equity (deficit)
Partners' deficit
Limited Partner	(6,~~532~~207,~~910~~861)	(65,~~118~~585,~~197~~754)	(65,~~019~~936,~~771~~305)
General Partners	~~200~~(613,~~514~~389)	~~222~~(567,~~914~~593)	~~278~~(612,~~954~~202)
Total partners' deficit	(6,~~332~~821,~~396~~250)	(56,~~895~~153,~~283~~347)	(56,~~740~~548,~~817~~507)
Total liabilities and partners' deficit	$ 620,~~675~~989,~~629~~424	$ 721,~~140~~832,~~929~~436	$ 927,~~779~~238,~~428~~685
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income	$ 25,~~878~~678,~~664~~400	$ 25,~~857~~557,~~452~~040	$ 36,~~345~~687,~~693~~151
Expenses:
Operating expenses	13,~~558~~172,~~219~~861	13,~~435~~024,~~006~~461	13,~~609~~350,~~096~~533
Interest expense	12,~~074~~039,~~974~~567	12,~~127~~083,~~979~~243	12,~~342~~482,~~779~~317
Depreciation and amortization	~~648~~1,~~659~~065,991	~~647~~1,~~338~~077,376	~~731~~1,~~144~~312,782
Total expenses	36,~~281~~278,~~852~~419	36,~~210~~185,~~323~~080	37,~~683~~145,~~019~~632
Net loss	$ (~~403~~600,~~188~~019)	$ (~~352~~628,~~871~~040)	$ (~~337~~458,~~326~~481)
Other partners' share of net loss	$ (4,032)	$ (3,529)	$ (3,378)
Other partners' share of net (loss) income	$ (6,396)	$ 743	$ (7,025)
Gateway's share of net loss	$ (~~399~~593,~~156~~623)	$ (~~349~~628,~~342~~783)	$ (~~333~~451,~~948~~456)
Suspended losses	~~399~~593,~~156~~623	~~349~~624,~~342~~091	~~334~~470,~~438~~194
Equity in Income of Project Partnerships	$ -	$ -	$ 490
Equity in (Loss) Income of Project Partnerships	$ -	$ (4,692)	$ 18,738

NOTE 54 – 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 balance sheets for the Project Partnerships of Series 42 through 6 as of December 31 and the summarized statements of operations for the year ended December 31 of each year:

	SERIES 4
	TOTAL SERIES 2 - 6
	2008	2007	2006
	2009	2008	2007
SUMMARIZED BALANCE SHEETS
Assets:
Current assets	$ ~~994~~9,~~709~~739,995	$ 110,~~615~~839,~~179~~604	$ 211,~~090~~852,~~839~~232
Investment properties, net	441,~~316~~048,~~094~~741	750,~~403~~912,~~109~~477	1561,~~571~~769,~~596~~308
Other assets	19197,~~260~~403	36147,~~677~~734	28214,~~137~~001
Total assets	$ 550,~~330~~986,~~063~~139	$ 961,~~054~~899,~~965~~815	$ 1773,~~690~~835,~~572~~541
Liabilities and Partners' Deficit:
Current liabilities	$ ~~213~~2,~~087~~380,885	$ ~~322~~2,~~304~~715,428	$ ~~965~~2,~~479~~713,820
Long-term debt	875,~~093~~651,~~519~~444	1388,~~429~~995,~~392~~810	22101,~~405~~366,~~799~~131
Total liabilities	878,~~306~~032,~~606~~329	1391,~~751~~711,~~696~~238	23104,~~371~~079,~~278~~951
Partners' equity (deficit)
Partners' deficit
Limited Partner	(326,~~104~~290,~~564~~030)	(429,~~779~~118,~~188~~915)	(629,~~383~~559,~~645~~323)
General Partners	~~128~~(756,~~021~~160)	82(692,~~457~~508)	~~702~~(685,~~939~~087)
Total partners' deficit	(227,~~976~~046,~~543~~190)	(429,~~696~~811,~~731~~423)	(530,~~680~~244,~~706~~410)
Total liabilities and partners' deficit	$ 550,~~330~~986,~~063~~139	$ 961,~~054~~899,~~965~~815	$ 1773,~~690~~835,~~572~~541
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income	$ 116,~~760~~561,~~177~~407	$ 218,~~932~~752,~~959~~579	$ 421,~~469~~219,~~730~~393
Expenses:
Operating expenses	~~984~~9,~~614~~369,496	110,~~488~~612,~~532~~220	210,~~430~~886,~~631~~369
Interest expense	~~642~~5,~~073~~830,705	16,~~150~~935,~~023~~574	18,~~738~~149,~~893~~322
Depreciation and amortization	~~358~~3,~~055~~233,250	~~595~~3,~~028~~748,956	~~921~~4,~~420~~277,058
Total expenses	118,~~984~~433,~~742~~451	321,~~233~~296,~~583~~750	523,~~090~~312,~~944~~749
Net loss	$ (~~224~~1,~~565~~872,044)	$ (~~300~~2,~~624~~544,171)	$ (~~621~~2,~~214~~093,356)
Other partners' share of net loss	$ (421,~~431~~811)	$ (320,~~659~~604)	$ (2824,~~655~~027)
Gateway's share of net loss	$ (~~220~~1,~~134~~850,233)	$ (~~296~~2,~~965~~523,567)	$ (~~592~~2,~~559~~069,329)
Suspended losses	~~220~~1,~~134~~850,233	~~296~~2,~~965~~500,237	~~592~~2,~~559~~064,744
Equity in Loss of Project Partnerships	$ -	$ -(23,330)	$ -(4,585)

NOTE 54 –- INVESTMENTS IN PROJECT PARTNERSHIPS (Continued):

~~In accordance with~~ Gateway'’s ~~policy~~equity ofby ~~presenting~~Series ~~the~~as ~~financial~~reflected ~~information~~by of the Project Partnerships ondiffers afrom ~~three~~the ~~month~~Investments ~~lag,~~in ~~below~~Project isPartnerships ~~the~~before ~~summarized~~acquisition ~~balance~~fees ~~sheets~~and ~~for~~expenses, ~~the~~amortization ~~Project~~and ~~Partnerships~~impairment ofreserves by Series 5primarily asbecause of ~~December~~suspended 31losses ~~and~~(refer ~~the~~to ~~summarized~~Note ~~statements~~2 ~~of operations~~ for ~~the~~discussion ~~year ended December 31~~ of ~~each~~suspended ~~year:~~losses).

	SERIES 5
	2008	2007	2006
SUMMARIZED BALANCE SHEETS
Assets:
Current assets	$ 2,954,696	$ 2,876,495	$ 3,526,899
Investment properties, net	14,779,748	15,819,070	20,498,625
Other assets	24,928	36,148	4,705
Total assets	$ 17,759,372	$ 18,731,713	$ 24,030,229
Liabilities and Partners' Deficit:
Current liabilities	$ 796,031	$ 698,539	$ 757,056
Long-term debt	25,741,575	25,905,754	31,099,840
Total liabilities	26,537,606	26,604,293	31,856,896
Partners' deficit
Limited Partner	(8,488,560)	(7,622,533)	(7,456,075)
General Partners	(289,674)	(250,047)	(370,592)
Total partners' deficit	(8,778,234)	(7,872,580)	(7,826,667)
Total liabilities and partners' deficit	$ 17,759,372	$ 18,731,713	$ 24,030,229
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income	$ 5,267,688	$ 5,277,941	$ 6,297,579
Expenses:
Operating expenses	3,266,656	2,906,810	3,299,478
Interest expense	1,782,720	1,938,360	2,523,667
Depreciation and amortization	1,067,137	1,066,122	1,220,039
Total expenses	6,116,513	5,911,292	7,043,184
Net loss	$ (848,825)	$ (633,351)	$ (745,605)
Other partners' share of net loss	$ (8,488)	$ (6,334)	$ (7,456)
Gateway's share of net loss	$ (840,337)	$ (627,017)	$ (738,149)
Suspended losses	821,699	603,694	732,621
Equity in Loss of Project Partnerships	$ (18,638)	$ (23,323)	$ (5,528)

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 balance sheets for the Project Partnerships of Series 6 as of December 31 and the summarized statements of operations for the year ended December 31 of each year:

	SERIES 6
	2008	2007	2006
SUMMARIZED BALANCE SHEETS
Assets:
Current assets	$ 3,650,347	$ 4,270,757	$ 4,250,761
Investment properties, net	18,149,356	22,920,098	24,869,739
Other assets	32,733	47,830	116,772
Total assets	$ 21,832,436	$ 27,238,685	$ 29,237,272
Liabilities and Partners' Deficit:
Current liabilities	$ 756,388	$ 846,467	$ 907,348
Long-term debt	27,229,395	32,940,725	33,717,352
Total liabilities	27,985,783	33,787,192	34,624,700
Partners' deficit
Limited Partner	(5,585,754)	(5,936,305)	(4,829,486)
General Partners	(567,593)	(612,202)	(557,942)
Total partners' deficit	(6,153,347)	(6,548,507)	(5,387,428)
Total liabilities and partners' deficit	$ 21,832,436	$ 27,238,685	$ 29,237,272
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income	$ 5,557,040	$ 6,687,151	$ 6,690,179
Expenses:
Operating expenses	3,024,461	3,350,533	3,337,342
Interest expense	2,083,243	2,482,317	2,625,897
Depreciation and amortization	1,077,376	1,312,782	1,303,827
Total expenses	6,185,080	7,145,632	7,267,066
Net loss	$ (628,040)	$ (458,481)	$ (576,887)
Other partners' share of net income (loss)	$ 743	$ (7,025)	$ (7,317)
Gateway's share of net loss	$ (628,783)	$ (451,456)	$ (569,570)
Suspended losses	624,091	470,194	562,414
Equity in (Loss) Income of Project Partnerships	$ (4,692)	$ 18,738	$ (7,156)

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 balance sheets for the Project Partnerships of Series 2 through 6 as of December 31 and the summarized statements of operations for the year ended December 31 of each year:

	TOTAL SERIES 2 - 6
	2008	2007	2006
SUMMARIZED BALANCE SHEETS
Assets:
Current assets	$ 10,839,604	$ 11,852,232	$ 13,986,955
Investment properties, net	50,912,477	61,769,308	82,964,784
Other assets	147,734	214,001	181,460
Total assets	$ 61,899,815	$ 73,835,541	$ 97,133,199
Liabilities and Partners' Deficit:
Current liabilities	$ 2,715,428	$ 2,713,820	$ 3,485,718
Long-term debt	88,995,810	101,366,131	124,997,189
Total liabilities	91,711,238	104,079,951	128,482,907
Partners' deficit
Limited Partner	(29,118,915)	(29,559,323)	(31,232,581)
General Partners	(692,508)	(685,087)	(117,127)
Total partners' deficit	(29,811,423)	(30,244,410)	(31,349,708)
Total liabilities and partners' deficit	$ 61,899,815	$ 73,835,541	$ 97,133,199
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income	$ 18,752,579	$ 21,219,393	$ 25,360,002
Expenses:
Operating expenses	10,612,220	10,886,369	12,879,409
Interest expense	6,935,574	8,149,322	10,231,673
Depreciation and amortization	3,748,956	4,277,058	5,062,862
Total expenses	21,296,750	23,312,749	28,173,944
Net loss	$ (2,544,171)	$ (2,093,356)	$ (2,813,942)
Other partners' share of net loss	$ (20,604)	$ (24,027)	$ (52,135)
Gateway's share of net loss	$ (2,523,567)	$ (2,069,329)	$ (2,761,807)
Suspended losses	2,500,237	2,064,744	2,749,613
Equity in Loss of Project Partnerships	$ (23,330)	$ (4,585)	$ (12,194)

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 (refer to Note 2 for discussion of suspended losses).

By Series these differences are as follows:

	Equity Per Project Partnership	Equity Per Gateway
Series 2	$ (53,~~407~~547,~~127~~915)	$ (~~197~~123,~~634~~570)
Series 3	(6,~~532~~883,~~910~~450)	(274,507)
Series 4	(32,~~104~~859,~~564~~535)	(~~134~~119,~~588~~754)
Series 5	(86,~~488~~791,~~560~~269)	(~~392~~277,~~219~~833)
Series 6	(56,~~585~~207,~~754~~861)	(357,079)

NOTE 65 – SUMMARY OF DISPOSITION ACTIVITIES:

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, ~~2009~~2010, Gateway has sold or otherwise disposed of its interest in 49 62 Project Partnerships (510 in Series 2, 8 in Series 3, 1920 in Series 4, 815 in Series 5 and 9 in Series 6). A summary of the sale or disposition transactions for the Project Partnerships disposed during the past three fiscal years are summarized below:

Fiscal Year 2010 Disposition Activity:

Series 2

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
December 2009	Charleston Properties	$ 87,503	$ 14.26	$ 87,503
December 2009	Pocola Properties	98,566	16.06	98,566
December 2009	Sallisaw Properties II	128,995	21.02	128,995
October 2009	Sylacauga Heritage Apartments, Ltd.	-	-	-
August 2009	Lewiston Limited Partnership	16,568	2.70	16,568
				$ 331,632

Series 4

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
October 2009	Village Apartments of St. Joseph II	$ -	$ -	$ -
	Other, net (see below)	-	-	2,000
				$ 2,000

NOTE 5 – SUMMARY OF DISPOSITION ACTIVITIES (Continued):

Series 5

Transaction			Net Proceeds	Gain (Loss)	Deferred Gain
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal	on Disposal
March 2010	Blackshear Apartments, L.P., Phase II	$ 151,377	$ 17.57	$ -	$ 151,377
March 2010	Woodcrest Associates of South Boston	132,434	15.37	132,434	-
December 2009	Pine Terrace Apartments, L.P.	122,273	14.19	122,273	-
December 2009	Shellman Housing, L.P.	12,181	1.41	12,181	-
December 2009	Crisp Properties, L.P.	131,990	15.32	131,574	-
October 2009	Village Apartments of Effingham	756	0.09	756	-
October 2009	Village Apartments of Seymour II	304	0.03	304	-
				$ 399,522	$ 151,377

Series 6

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
	Other, net (see below)	$ -	$ -	$ 2,000
				$ 2,000

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $2,000 resulting from the true-up of certain legal and other sale transaction closing expenses arising from a Project Partnership sale transaction which closed in a prior fiscal year. This amount, less the applicable state tax withholding, will be distributed to the Series 6 Assignees in a subsequent quarter

Fiscal Year 2009 Disposition Activity:

Series 2

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
September 2008	Prairie Apartments	$ 7,741	$ 1.26	$ 7,741
	Other, net (see below)	-	-	5,300
				$ 13,041

55NOTE 5 – SUMMARY OF DISPOSITION ACTIVITIES (Continued):

~~NOTE~~Re-syndications 6of –Project ~~SUMMARY~~Partnerships ~~OF DISPOSITION~~occur ~~ACTIVITIES~~when a new buyer acquires the assets of a Project Partnership and renovates the existing affordable housing property and finances the costs of the renovation in part through the acquisition and sale of Tax Credits. In such re-syndication transactions, the assets of the existing Project Partnership are sold to a new partnership, net sales proceeds from the sale of assets are remitted to either Gateway or the general partner of the Project Partnership as appropriate, and the Project Partnership is liquidated. In a separate transaction, interests in the new partnership, which has a “fresh” allocation of Tax Credits, are sold to an unrelated third party or fund. In certain limited circumstances, the Managing General Partner of Gateway is involved in “re-syndicating” the sale of interests in the new partnership to an unrelated third party or fund. In those instances, the Managing General Partner has adopted the policy that it will contribute any net profits it received from the re-syndication transaction to Gateway. The Lakeshore Apartments property was the subject of a fiscal year 2008 re-syndication transaction in which the Managing General Partner was involved in the re-syndication, and $3,357 of re-syndication profit has been contributed during fiscal year 2009 to Gateway by the Managing General Partner (~~Continued~~in October 2008):. This amount is included as a component of the Distribution Payable and Distributions to Assignees on the Balance Sheet and Statement of Partners’ Equity (Deficit), respectively, as of March 31, 2009. The distribution to the Series 2 Assignees, less the applicable state tax withholding, will occur in a subsequent quarter.

Series 4

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
December 2008	Williston Properties	$ 43,512	$ 6.29	$ 43,512
December 2008	St. George Properties	43,592	6.30	43,592
December 2008	Jonesville Manor	79,579	11.51	79,499
September 2008	Rural Development Group	24,550	3.55	24,550
June 2008	Norton Green	120,977	17.49	120,645
	Other, net (see below)	-	-	1,850
				$ 313,648

The net proceeds per BAC from the sale of Norton Green were distributed to the Series 4 Assignees in September 2008.

Series 5

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
	Other, net (see below)	$ -	$ -	$ 3,700
				$ 3,700

NOTE 5 – SUMMARY OF DISPOSITION ACTIVITIES (Continued):

Series 6

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
December 2008	Newport Village	$ 46,919	$ 4.64	$ 46,369
December 2008	Blacksburg Terrace	47,490	4.70	47,410
September 2008	Spruce Apartments	9,442	0.93	9,442
September 2008	Shannon Apartments	7,741	0.77	7,741
September 2008	Cornell Apartments	9,741	0.96	9,741
September 2008	Winter Park Apartments	9,741	0.96	9,741
				$ 130,444

NOTE 6 – SUMMARY OF DISPOSITION ACTIVITIES (Continued):

Fiscal Year 2008 Disposition Activity:

Series 2

Transaction			Net Proceeds	Gain (Loss)
Month / Year	Project Partnership	Net Proceeds	Per BAC	on Disposal
October 2007	Inverness Club, Ltd.	$ 309,188	$ 50.39	$ 308,748
October 2007	Lakeshore Apartments	105,432	17.18	105,324
April 2007	Claxton Elderly, Ltd.	56,043	9.13	56,043
April 2007	Lake Park, Ltd.	183,026	29.83	182,807
				$ 652,922

The net proceeds per BAC from the sale of Inverness Club, Ltd. and Lakeshore Apartments were distributed to the Series 2 Assignees in February 2008.

The net proceeds per BAC from the sale of Claxton Elderly, Ltd. were distributed to the Series 2 Assignees in August 2007.

The net proceeds per BAC from the sale of Lake Park, Ltd. were distributed to the Series 2 Assignees in October 2007.

Claxton Elderly, Ltd.	$ 42,775
Lake Park, Ltd.	148,278

<

Filing Compare · GATEWAY TAX CREDIT FUND II LTD