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, 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, 2010
Beneficial Assignee Certificates		2,010
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, 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, 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, 2010, 62 Project Partnerships once held by Gateway have been sold or otherwise disposed. Project Partnership investments held by Series as of March 31, 2010 are as follows: 12 Project Partnerships for Series 2, 15 Project Partnerships for Series 3, 9 Project Partnerships for Series 4, 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, 2010, the capital received for each 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.

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.

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, 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, 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.

Item 1A. Risk Factors

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.

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 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, 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, 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
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE

Deerfield II	Douglas, GA	24	9/90	854,562	92%
Hartwell Family	Hartwell, GA	24	9/90	859,698	75%
Cherrytree Apts.	Albion, PA	33	9/90	1,486,443	91%
Springwood Apts.	Westfield, NY	32	9/90	1,585,632	88%
Pearson Elderly	Pearson, GA	25	9/90	781,460	100%
Richland Elderly	Richland, GA	34	9/90	1,057,871	100%
Woodland Terrace	Waynesboro, GA	30	9/90	1,081,564	97%
Mt. Vernon Elderly	Mt. Vernon, GA	21	9/90	700,935	90%
Lakeland Elderly	Lakeland, GA	29	9/90	955,815	97%
Manchester Housing	Manchester, GA	49	1/91	1,781,372	98%
Durango C.W.W.	Durango, CO	24	1/91	1,452,154	96%
Columbus Seniors	Columbus, KS	16	5/92	582,967	100%

Total Series 2		341		$ 13,180,473

The average effective rental income per unit for the year ended December 31, 2009 is $4,531 per year ($378 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 4
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE

Seneca Apartments	Seneca, MO	24	2/91	851,577	96%
Westville	Westville, OK	36	3/91	1,101,686	97%
Wellsville Senior	Wellsville, KS	24	3/91	812,002	92%
Stilwell II	Stilwell, OK	52	3/91	1,657,974	75%
Spring Hill Senior	Spring Hill, KS	24	3/91	1,036,369	100%
Wynnwood Common	Fairchance, PA	34	4/91	1,730,372	100%
Courtyard	Huron, SD	21	6/91	912,670	95%
Piedmont	Barnesville, GA	36	8/91	1,289,047	81%
S.F. Arkansas City	Arkansas City, KS	12	8/91	412,028	92%

Total Series 4		263		$ 9,803,725

The average effective rental income per unit for the year ended December 31, 2009 is $4,421 per year ($368 per month).

SERIES 5
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE

S.F. Winfield	Winfield, KS	12	8/91	402,402	83%
S.F.Medicine Lodge	Medicine Lodge, KS	16	8/91	574,565	100%
S.F. Ottawa	Ottawa, KS	24	8/91	736,765	92%
S.F. Concordia	Concordia, KS	20	8/91	697,372	70%
Carrollton Club	Carrollton, GA	78	9/91	3,217,901	91%
Scarlett Oaks	Lexington, SC	40	9/91	1,691,500	98%
Brooks Hill	Ellijay, GA	44	9/91	1,771,618	95%
Greensboro	Greensboro, GA	24	9/91	866,259	92%
Greensboro II	Greensboro, GA	32	9/91	1,088,664	100%
Crawford	Crawford, GA	25	9/91	907,712	96%
Yorkshire	Wagoner, OK	60	9/91	2,665,552	92%
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 6
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS	DATE ACQUIRED	PROPERTY COST	OCCUPANCY RATE

Carthage	Carthage, MO	24	1/92	837,205	100%
Coal City	Coal City, IL	24	3/92	1,230,424	92%
Frazer Place	Smyrna, DE	30	4/92	1,681,564	97%
Ehrhardt	Ehrhardt, SC	16	4/92	723,569	94%
Sinton	Sinton, TX	32	4/92	1,053,980	97%
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	1,098,954	96%
Monett	Monett, MO	32	5/92	1,063,651	100%
Arma	Arma, KS	28	5/92	978,000	96%
Southwest City	Southwest City, MO	12	5/92	458,001	100%
Meadowcrest	Luverne, AL	32	6/92	1,251,264	97%
Parsons	Parsons, KS	48	7/92	1,532,968	100%
Goodwater Falls	Jenkins, KY	36	7/92	1,329,147	100%
Northfield Station	Corbin, KY	24	7/92	971,044	92%
Pleasant Hill	Somerset, KY	24	7/92	906,672	88%
Heritage Drive So.	Jacksonville, TX	40	1/92	1,303,538	98%
Brodhead	Brodhead, KY	24	7/92	1,011,142	100%
Mt. Village	Mt. Vernon, KY	24	7/92	977,483	100%
Hazlehurst	Hazlehurst, MS	32	8/92	1,228,475	100%
Sunrise	Yankton, SD	33	8/92	1,524,321	88%
Stony Creek	Hooversville, PA	32	8/92	1,667,523	94%
Logan Place	Logan, OH	40	9/92	1,526,912	83%
Haines	Haines, AK	32	8/92	3,187,898	94%
Maple Wood	Barbourville, KY	24	8/92	1,039,790	100%
Summerhill	Gassville, AR	28	9/92	1,319,786	96%
Dorchester	St. George, SC	12	9/92	560,826	100%
Lancaster	Mountain View, AR	33	9/92	1,388,499	94%
Dawson	Dawson, GA	40	11/93	1,474,973	100%

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)

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)

		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 3. Legal Proceedings

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

Item 4. (Removed and Reserved)

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, 2010
Beneficial Assignee Certificates		2,010
General Partner Interest		2

Item 6. Selected Financial Data

FOR THE YEARS ENDED MARCH 31,

SERIES 2	2010	2009	2008	2007	2006
Total Revenues	$ 13,859	$ 13,586	$ 13,326	$ 15,209	$ 7,263
Net Income (Loss)	248,823	(91,691)	538,973	(119,127)	(156,399)
Equity in Loss of Project Partnerships	-	-	-	-	(32,092)
Total Assets	451,096	161,708	209,701	257,364	316,805
Investments In Project Partnerships	-	-	-	-	-

Per BAC: (A)
Tax Credits	.00	.00	.00	.02	.14
Portfolio Income	1.44	4.18	8.66	6.65	4.74
Passive Loss	(79.58)	(100.63)	(89.10)	(125.58)	(129.62)
Net Income (Loss)	40.15	(14.79)	86.96	(19.22)	(25.23)
Distributions Paid	-	-	137.59	-	-

FOR THE YEARS ENDED MARCH 31,

SERIES 3	2010	2009	2008	2007	2006
Total Revenues	$ 17,501	$ 14,465	$ 19,193	$ 20,439	$ 22,861
Net (Loss) Income	(83,771)	(90,478)	42,787	305,962	(108,278)
Equity in Income of Project Partnerships	-	-	-	490	-
Total Assets	112,146	148,892	202,574	598,431	294,987
Investments In Project Partnerships	-	-	-	-	-

Per BAC: (A)
Tax Credits	.00	.00	.00	.00	.00
Portfolio Income	2.19	4.67	8.09	11.09	6.85
Passive Loss	(65.48)	(78.63)	(79.78)	(118.50)	(137.15)
Net (Loss) Income	(15.20)	(16.42)	7.61	46.84	(19.65)
Distributions Paid	-	-	79.93	18.25	-

Item 6. Selected Financial Data (Continued)

FOR THE YEARS ENDED MARCH 31,

SERIES 4	2010	2009	2008	2007	2006
Total Revenues	$ 8,109	$ 12,173	$ 14,020	$ 20,091	$ 18,473
Net (Loss) Income	(63,104)	236,334	183,252	(79,276)	(138,304)
Equity in Loss of Project Partnerships	-	-	-	-	-
Total Assets	175,323	408,013	275,302	469,913	396,889
Investments In Project Partnerships	-	-	-	-	-

Per BAC: (A)
Tax Credits	.00	.00	.00	.00	1.22
Portfolio Income	1.18	3.90	9.15	9.68	5.99
Passive Loss	(40.23)	(53.18)	(103.10)	(149.08)	(150.52)
Net (Loss) Income	(9.03)	33.84	26.06	(20.70)	(19.80)
Distributions Paid	27.65	18.90	51.60	-	-

FOR THE YEARS ENDED MARCH 31,

SERIES 5	2010	2009	2008	2007	2006
Total Revenues	$ 26,546	$ 16,491	$ 27,867	$ 26,812	$ 22,819
Net Income (Loss)	258,375	(190,678)	38,818	(194,685)	(208,790)
Equity in Loss of Project Partnerships	-	(18,638)	(23,323)	(5,528)	(22,512)
Total Assets	631,079	107,240	406,040	402,832	508,067
Investments In Project Partnerships	-	-	21,112	125,403	151,630

Per BAC: (A)
Tax Credits	.00	.00	.00	.00	.00
Portfolio Income	2.16	6.26	7.35	5.89	5.79
Passive Loss	(83.34)	(120.20)	(117.09)	(118.24)	(112.76)
Net Income (Loss)	29.56	(21.91)	3.78	(22.37)	(23.99)
Distributions Paid	-	20.89	14.75	-	18.23

FOR THE YEARS ENDED MARCH 31,

SERIES 6	2010	2009	2008	2007	2006
Total Revenues	$ 29,087	$ 29,062	$ 28,650	$ 29,678	$ 26,354
Net Loss	(163,479)	(81,656)	(267,784)	(332,668)	(342,258)
Equity in (Loss) Income of Project Partnerships	-	(4,692)	18,738	(7,156)	(25,699)
Total Assets	229,672	427,375	460,616	683,149	914,235
Investments In Project Partnerships	-	-	28,229	208,779	372,285

Per BAC: (A)
Tax Credits	.00	.00	.00	.00	.00
Portfolio Income	3.56	8.17	11.78	9.85	7.33
Passive Loss	(95.47)	(104.90)	(90.12)	(99.04)	(96.72)
Net Loss	(16.06)	(8.80)	(26.24)	(32.59)	(42.09)
Distributions Paid	12.97	3.95	5.99	-	22.17

FOR THE YEARS ENDED MARCH 31,

TOTAL SERIES 2 - 6	2010	2009	2008	2007	2006
Total Revenues	$ 95,102	$ 85,777	$ 103,056	$ 112,229	$ 97,770
Net Income (Loss)	196,844	(218,169)	536,046	(419,794)	(954,029)
Equity in Loss of Project Partnerships	-	(23,330)	(4,585)	(12,194)	(80,303)
Total Assets	1,599,316	1,253,228	1,554,233	2,411,689	2,430,983
Investments In Project Partnerships	-	-	49,341	334,182	523,915

(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.

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. The MD&A 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 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, 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 increased 11% in fiscal year 2010 to $95,102, an increase of $9,325 from the fiscal year 2009 distribution income of $85,777, which represented a $17,279 or 17% decrease as compared to distribution income of $103,056 in fiscal year 2008. The increase in distribution income for the year ended March 31, 2010 results primarily from an increase of gross distributions received from Project Partnerships. The gross distributions received from Project Partnerships increased from $88,949 for the year ended March 31, 2009 to $95,102 for the year ended March 31, 2010. The decrease in distribution income for the year ended March 31, 2009 is a result of a reduction in distribution payments 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 $633,516 for the fiscal year ended March 31, 2010, a decrease of $131,637 as compared to the fiscal year 2009 total expenses of $765,153, which represented a $117,718 decrease in total expenses as compared to the fiscal year 2008 amount of $882,871. The decrease in fiscal year 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) impairment losses on Project Partnership investments.

General and Administrative expense – other, totaling $108,930 in fiscal year 2010, decreased by $19,091 or 15% as compared to $128,021 incurred in fiscal year 2009. Fiscal year 2009 General and Administrative expense – other when compared to fiscal year 2008 increased by $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 on the Tax Credit market, Gateway concluded that any residual value of the Project Partnerships given the Tax Credit market conditions 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. No impairment expense was recorded during fiscal year 2010. Impairment expense of $22,839 was recorded during fiscal year 2009. No impairment expense was recorded during fiscal year 2008.

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

Equity in Loss of Project Partnerships decreased to $0 for the year ended March 31, 2010 from $23,330 for the year ended March 31, 2008. For the year ended March 31, 2008, Equity in Loss of Project Partnerships totaled $4,585. Equity in Loss of Project Partnerships decreased to $0 for the year ended March 31, 2010 as a result of the suspension of all losses so that the Investments in Project Partnerships does not fall 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, 2009 (Project Partnership financial information is reported on a three-month lag), Gateway’s share of the net loss was $1,850,233, all of which was suspended. For the year ended December 31, 2008, Gateway’s share of the net loss was $2,523,567, of which $2,500,237 was suspended. For the year ended December 31, 2007, Gateway’s share of the net loss was $2,069,329, of which $2,064,744 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 2010, the Gain on Sale of Project Partnerships amounted to $735,154, an increase of $274,321 over the fiscal year 2009 Gain on Sale of Project Partnerships amount of $460,833 which in turn was a decrease of $775,963 from the fiscal year 2008 Gain on Sale of Project Partnerships amount of $1,236,796. As more fully discussed herein, 13 Project Partnership investments were sold or disposed of in fiscal year 2010 as compared to 12 in fiscal year 2009 and 25 in fiscal year 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 disposed in the Exit Strategy section within this MD&A.

Interest income for the year ended March 31, 2010 of $104 represents a decrease of $23,600 or 99%, as compared to fiscal year 2009. Interest income in fiscal year 2009 of $23,704 was a decrease of $59,946 or 72% as compared to the fiscal year 2008 interest income of $83,650. 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, 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 net income of $196,844 from operations for the year ended March 31, 2010. Cash and Cash Equivalents increased by $194,056. Of the Cash and Cash Equivalents on hand as of March 31, 2010, $759,175 is payable to certain Series’ Assignees arising from the sale of Project Partnerships. After consideration of these sales proceeds, Cash and Cash Equivalents decreased $218,836 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, 2010, the Series had invested $2,073,022 in 12 Project Partnerships located in 5 states containing 341 apartment units. Average occupancy of the Project Partnerships was 94% as of December 31, 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)

As disclosed on the statement of cash flows, the Series had a net loss of $63,104 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 $51,599. Cash provided by investing activities totaled $10,109 consisting of $8,109 in cash distributions from the Project Partnerships and $2,000 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). Cash used in financing activities consists of distributions paid to Assignees totaling $191,200.

Series 5 - Gateway closed this series on October 11, 1991 after receiving $8,616,000 from 535 Assignees. As of March 31, 2010, the Series had invested $3,729,876 in 21 Project Partnerships located in 8 states containing 671 apartment units. Average occupancy of the Project Partnerships was 94% as of December 31, 2009.

Equity in Loss of Project 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 so that 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 $23,323. As presented in Note 4, the Project Partnerships generated a loss for the years ended December 31, 2009, 2008 and 2007 of $475,195, $848,825 and $633,351 on Rental and other income of $4,219,474, $5,267,688 and $5,277,941, respectively. Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2009, 2008 and 2007 was $470,443, $840,337 and $627,017, of which $470,443, $821,699 and $603,694 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 $803,244, $1,067,137 and $1,066,122 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 $479,047 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 net income of $258,375 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 $54,261. Cash provided by investing activities totaled $426,068 consisting of $26,546 in cash distributions from the Project Partnerships and $399,522 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 6 - Gateway closed this series on March 11, 1992 after receiving $10,105,000 from 625 Assignees. As of March 31, 2010, 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, 2009.

Equity in (Loss) Income of Project 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 so that the Investments in Project Partnerships does not fall below zero. The fiscal year 2009 loss was a $23,430 decrease from income of $18,738 recorded in fiscal year 2008. As presented in Note 4, the Project Partnerships generated a loss for the years ended December 31, 2009, 2008 and 2007 of $600,019, $628,040 and $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 loss for the years ended December 31, 2009, 2008 and 2007 was $593,623, $628,783 and $451,456, of which $593,623, $624,091 and $470,194 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 $1,065,991, $1,077,376 and $1,312,782 for the years ended December 31, 2009, 2008 and 2007, 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 was 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.

At March 31, 2010, the Series had $229,672 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.

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 loss of $163,479 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 $97,728. Cash provided by investing activities totaled $31,087 consisting of $29,087 in cash distributions from the Project Partnerships and $2,000 in net proceeds from the Sale of Project Partnerships (refer to the Exit Strategy section within this MD&A for more detailed discussion of this sale of Project Partnership). Cash used in financing activities consists of distributions paid to Assignees totaling $131,062.

Critical Accounting Estimates

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. No impairment expense was recognized for the year ended March 31, 2010. Impairment expense for the year ended March 31, 2009 totaled $22,839 (all in Series 6). No impairment expense was recognized for the year ended March 31, 2008.

Recent Accounting Changes

In June 2009, the FASB issued amendments to the consolidation guidance applicable to variable interest entities which Gateway adopted effective April 1, 2010. The amendments will have no impact on its financial statements for the year-ended March 31, 2011.

In May 2009, the FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by Gateway for the quarter ended December 31, 2009. The adoption did not have a significant impact on the subsequent events that Gateway reports, either through recognition or disclosure, in the financial statements. In February 2010, the FASB 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.

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

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, 2010, Gateway holds a limited partner interest in 86 Project Partnerships which own and operate government assisted multi-family housing complexes. Gateway at one time held investments in 148 Project Partnerships. As of March 31, 2010, 62 of the Project Partnerships have been sold or otherwise disposed of (10 in Series 2, 8 in Series 3, 20 in Series 4, 15 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)

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, 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 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 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 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)

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.

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, 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

Richland Elderly Housing, Ltd., L.P.	Pearson Elderly Housing, Ltd., L.P.
Mt. Vernon Elderly Housing, Ltd., L.P.	Lakeland Elderly Apartments, Ltd., L.P.
Deerfield II Ltd., 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 $75,000, or $12.22 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 two years.

Series 3

Heritage 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 $725,000, or $132.88 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 two 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 two years.

Series 5

Carrollton Club, Ltd., L.P.	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.

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 $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.

Series 6

Dawson Elderly, L.P.

Parsons Properties, 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 each of the transactions close without modification, the estimated net proceeds to Gateway from the sales of these Project Partnerships are estimated to be $160,000, or $15.83 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 these sales transactions which would most likely occur within the next two 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 5

Wallis Housing, Ltd.

Should this option be exercised, the estimated net sales proceeds to Gateway from the sale transaction is estimated to be $98,000, or $11.37 per beneficial assignee certificate potentially available for distribution, less the applicable state tax withholding, to the Series 5 Assignees within the next two years. 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 6

Lancaster House

Should this option be exercised, the estimated net sales proceeds to Gateway from the sale transaction is estimated to be $109,000, or $10.79 per beneficial assignee certificate potentially available for distribution, less the applicable state tax withholding, to the Series 6 Assignees within the next two years. 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.

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.

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	$4,753,492 (1)	118,273	4,635,219	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, 2010. This payable is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing. As referred to in Note 3, 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.

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, 2010 and 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, 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, 2010 and 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, 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, 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 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
ASSETS
Current Assets:
Cash and Cash Equivalents	$ 479,047	$ 107,240	$ 229,672	$ 427,375	$ 1,447,284	$ 1,253,228
Receivable - Other	152,032	-	-	-	152,032	-

Total Assets	$ 631,079	$ 107,240	$ 229,672	$ 427,375	$ 1,599,316	$ 1,253,228

LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
Payable to General Partners	$ 53,803	$ 13,333	$ 31,445	$ 16,006	$ 118,273	$ 55,670
Distribution Payable	403,226	3,704	1,455	130,517	759,175	346,283
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	906,074	832,457	1,273,112	1,191,713	4,635,219	4,377,693

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, 2010 and 2009	(887,385)	(742,574)	(1,076,356)	(912,084)	(4,215,989)	(3,674,203)
General Partners	3,984	320	16	1,223	151,261	147,785

Total Partners' Deficit	(883,401)	(742,254)	(1,076,340)	(910,861)	(4,064,728)	(3,526,418)

Total Liabilities and Partners' Deficit	$ 631,079	$ 107,240	$ 229,672	$ 427,375	$ 1,599,316	$ 1,253,228

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, 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, 2010, 2009 AND 2008

	SERIES 4			SERIES 5
	2010	2009	2008	2010	2009	2008
Revenues:
Distribution Income	$ 8,109	$ 12,173	$ 14,020	$ 26,546	$ 16,491	$ 27,867
Total Revenues	8,109	12,173	14,020	26,546	16,491	27,867

Expenses:
Asset Management Fee - General Partner	23,438	33,100	60,199	73,617	77,196	86,397
General and Administrative:
General Partner	27,458	39,332	68,200	68,984	86,794	95,494
Other	22,340	22,583	22,840	25,107	31,379	26,495

Total Expenses	73,236	95,015	151,239	167,708	195,369	208,386

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 Loss of Project Partnerships	-	-	-	-	(18,638)	(23,323)
Gain on Sale of Project Partnerships	2,000	313,648	303,811	399,522	3,700	228,591
Interest Income	23	5,528	16,660	15	3,138	14,069

Net (Loss) Income	$ (63,104)	$ 236,334	$ 183,252	$ 258,375	$ (190,678)	$ 38,818

Allocation of Net (Loss) Income:
Assignees	$ (62,473)	$ 233,971	$ 180,226	$ 254,711	$ (188,771)	$ 32,556
General Partners	(631)	2,363	3,026	3,664	(1,907)	6,262

	$ (63,104)	$ 236,334	$ 183,252	$ 258,375	$ (190,678)	$ 38,818

Net (Loss) Income Per Beneficial Assignee Certificate	$ (9.03)	$ 33.84	$ 26.06	$ 29.56	$ (21.91)	$ 3.78

Number of Beneficial Assignee Certificates Outstanding	6,915	6,915	6,915	8,616	8,616	8,616

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.

(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS

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

	SERIES 6			TOTAL SERIES 2 - 6
	2010	2009	2008	2010	2009	2008
Revenues:
Distribution Income	$ 29,087	$ 29,062	$ 28,650	$ 95,102	$ 85,777	$ 103,056
Total Revenues	29,087	29,062	28,650	95,102	85,777	103,056

Expenses:
Asset Management Fee - General Partner	81,399	91,792	100,623	257,527	287,694	349,947
General and Administrative:
General Partner	84,018	99,847	112,863	267,059	326,599	393,761
Other	29,178	29,828	27,252	108,930	128,021	118,100
Amortization	-	-	21,063	-	-	21,063
Impairment Loss on Investment in Project Partnerships	-	22,839	-	-	22,839	-

Total Expenses	194,595	244,306	261,801	633,516	765,153	882,871

Loss Before Equity in (Loss) Income of Project Partnerships
and Other Income	(165,508)	(215,244)	(233,151)	(538,414)	(679,376)	(779,815)
Equity in (Loss) Income of Project Partnerships	-	(4,692)	18,738	-	(23,330)	(4,585)
Gain (Loss) on Sale of Project Partnerships	2,000	130,444	(74,634)	735,154	460,833	1,236,796
Interest Income	29	7,836	21,263	104	23,704	83,650

Net (Loss) Income	$ (163,479)	$ (81,656)	$ (267,784)	$ 196,844	$ (218,169)	$ 536,046

Allocation of Net (Loss) Income:
Assignees	$ (162,272)	$ (88,884)	$ (265,106)	$ 193,368	$ (224,031)	$ 522,793
General Partners	(1,207)	7,228	(2,678)	3,476	5,862	13,253

	$ (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 PARTNERS’ EQUITY (DEFICIT)

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

	SERIES 2			SERIES 3
		General			General
	Assignees	Partners	Total	Assignees	Partners	Total

Balance at March 31, 2007	$ (399,531)	$ (58,378)	$ (457,909)	$ (365,257)	$ -	$ (365,257)

Capital Contributions	-	191,053	191,053	-	-	-

Net Income	533,583	5,390	538,973	41,534	1,253	42,787

Distributions	(843,975)	-	(843,975)	(126,075)	-	(126,075)

Balance at March 31, 2008	(709,923)	138,065	(571,858)	(449,798)	1,253	(448,545)

Capital Contributions	-	3,357	3,357	-	-	-

Net Loss	(90,774)	(917)	(91,691)	(89,573)	(905)	(90,478)

Distributions	(16,399)	-	(16,399)	-	-	-

Balance at March 31, 2009	(817,096)	140,505	(676,591)	(539,371)	348	(539,023)

Net Income (Loss)	246,335	2,488	248,823	(82,933)	(838)	(83,771)

Distributions	(331,632)	-	(331,632)	-	-	-

Balance at March 31, 2010	$ (902,393)	$ 142,993	$ (759,400)	$ (622,304)	$ (490)	$ (622,794)

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, 2010, 2009 AND 2008

	SERIES 4			SERIES 5
		General			General
	Assignees	Partners	Total	Assignees	Partners	Total

Balance at March 31, 2007	$ (459,820)	$ -	$ (459,820)	$ (275,580)	$ (4,035)	$ (279,615)

Net Income	180,226	3,026	183,252	32,556	6,262	38,818

Distributions	(303,807)	-	(303,807)	(307,079)	-	(307,079)

Balance at March 31, 2008	(583,401)	3,026	(580,375)	(550,103)	2,227	(547,876)

Net Income (Loss)	233,971	2,363	236,334	(188,771)	(1,907)	(190,678)

Distributions	(313,648)	-	(313,648)	(3,700)	-	(3,700)

Balance at March 31, 2009	(663,078)	5,389	(657,689)	(742,574)	320	(742,254)

Net (Loss) Income	(62,473)	(631)	(63,104)	254,711	3,664	258,375

Distributions	(2,000)	-	(2,000)	(399,522)	-	(399,522)

Balance at March 31, 2010	$ (727,551)	$ 4,758	$ (722,793)	$ (887,385)	$ 3,984	$ (883,401)

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, 2010, 2009 AND 2008

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

Balance at March 31, 2007	$ (327,179)	$ (3,327)	$ (330,506)	$ (1,827,367)	$ (65,740)	$ (1,893,107)

Capital Contributions	-	-	-	-	191,053	191,053

Net (Loss) Income	(265,106)	(2,678)	(267,784)	522,793	13,253	536,046

Distributions	(100,470)	-	(100,470)	(1,681,406)	-	(1,681,406)

Balance at March 31, 2008	(692,755)	(6,005)	(698,760)	(2,985,980)	138,566	(2,847,414)

Capital Contributions	-	-	-	-	3,357	3,357

Net (Loss) Income	(88,884)	7,228	(81,656)	(224,031)	5,862	(218,169)

Distributions	(130,445)	-	(130,445)	(464,192)	-	(464,192)

Balance at March 31, 2009	(912,084)	1,223	(910,861)	(3,674,203)	147,785	(3,526,418)

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 CASH FLOWS

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

	SERIES 2
	2010	2009	2008
Cash Flows from Operating Activities:
Net Income (Loss)	$ 248,823	$ (91,691)	$ 538,973
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
Discount on Investment in Securities	-	(1,198)	(392)
Gain on Sale of Project Partnerships	(331,632)	(13,041)	(652,922)
Distribution Income	(13,859)	(13,586)	(13,326)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Interest Receivable	-	1,610	(456)
Increase in Payable to General Partners	40,565	40,342	66,563
Net Cash Used in Operating Activities	(56,103)	(77,564)	(61,560)

Cash Flows from Investing Activities:
Distributions Received from Project Partnerships	13,859	13,585	13,326
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, 2010, 2009 AND 2008

	SERIES 3
	2010	2009	2008
Cash Flows from Operating Activities:
Net (Loss) Income	$ (83,771)	$ (90,478)	$ 42,787
Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operating Activities:
Discount on Investment in Securities	-	(1,301)	(392)
Gain on Sale of Project Partnerships	-	-	(126,106)
Distribution Income	(17,501)	(14,465)	(19,193)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Interest Receivable	-	1,610	(456)
Increase in Payable to General Partners	47,025	36,796	41,305
Net Cash Used in Operating Activities	(54,247)	(67,838)	(62,055)

Cash Flows from Investing Activities:
Decrease in Receivable - Other	-	-	44,000
Distributions Received from Project Partnerships	17,501	14,465	19,193
Net Proceeds from Sale of Project Partnerships	-	-	82,256
Redemption of Investment Securities	-	256,000	127,000
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:
Distributions Paid to Assignees	-	-	(436,099)
Net Cash Used in Financing Activities	-	-	(436,099)

(Decrease) Increase in Cash and Cash Equivalents	(36,746)	72,972	(350,871)
Cash and Cash Equivalents at Beginning of Year	148,892	75,920	426,791

Cash and Cash Equivalents at End of Year	$ 112,146	$ 148,892	$ 75,920

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, 2010, 2009 AND 2008

	SERIES 4
	2010	2009	2008
Cash Flows from Operating Activities:
Net (Loss) Income	$ (63,104)	$ 236,334	$ 183,252
Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operating Activities:
Discount on Investment in Securities	-	(1,806)	(550)
Gain on Sale of Project Partnerships	(2,000)	(313,648)	(303,811)
Distribution Income	(8,109)	(12,173)	(14,020)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Interest Receivable	-	2,254	(637)
Increase in Payable to General Partners	21,614	27,070	63,151
Net Cash Used in Operating Activities	(51,599)	(61,969)	(72,615)

Cash Flows from Investing Activities:
Decrease in Receivable - Other	-	-	84,500
Distributions Received from Project Partnerships	8,109	12,173	14,020
Net Proceeds from Sale of Project Partnerships	2,000	313,648	219,611
Redemption of Investment Securities	-	357,000	178,000
Purchase of Investment Securities	-	(180,132)	(175,232)
Net Cash Provided by Investing Activities	10,109	502,689	320,899

Cash Flows from Financing Activities:
Distributions Paid to Assignees	(191,200)	(130,693)	(356,814)
Net Cash Used in Financing Activities	(191,200)	(130,693)	(356,814)

(Decrease) Increase in Cash and Cash Equivalents	(232,690)	310,027	(108,530)
Cash and Cash Equivalents at Beginning of Year	408,013	97,986	206,516

Cash and Cash Equivalents at End of Year	$ 175,323	$ 408,013	$ 97,986

Supplemental disclosure of non-cash activities:
Increase in Distribution Payable	$ -	$ 191,233	$ -
Distribution to Assignees	-	(191,233)	-
	$ -	$ -	$ -

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, 2010, 2009 AND 2008

	SERIES 5
	2010	2009	2008
Cash Flows from Operating Activities:
Net Income (Loss)	$ 258,375	$ (190,678)	$ 38,818
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
Discount on Investment in Securities	-	(469)	(287)
Equity in Loss of Project Partnerships	-	18,638	23,323
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	-	1,610	(692)
Increase in Payable to General Partners	113,432	71,866	91,477
Net Cash Used in Operating Activities	(54,261)	(119,224)	(103,819)

Cash Flows from Investing Activities:
Distributions Received from Project Partnerships	26,546	18,965	30,347
Net Proceeds from Sale of Project Partnerships	399,522	3,700	307,079
Redemption of Investment Securities	-	175,000	101,000
Purchase of Investment Securities	-	(49,487)	(125,166)
Net Cash Provided by Investing Activities	426,068	148,178	313,260

Cash Flows from Financing Activities:
Distributions Paid to Assignees	-	(179,988)	(127,087)
Net Cash Used in Financing Activities	-	(179,988)	(127,087)

Increase (Decrease) in Cash and Cash Equivalents	371,807	(151,034)	82,354
Cash and Cash Equivalents at Beginning of Year	107,240	258,274	175,920

Cash and Cash Equivalents at End of Year	$ 479,047	$ 107,240	$ 258,274

Supplemental disclosure of non-cash activities:
Increase in Distribution Payable	$ 399,939	$ -	$ 180,282
Distribution to Assignees	(399,939)	-	(180,282)
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, 2010, 2009 AND 2008

	SERIES 6
	2010	2009	2008
Cash Flows from Operating Activities:
Net Loss	$ (163,479)	$ (81,656)	$ (267,784)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization	-	-	21,063
Impairment Loss on Investment in Project Partnerships	-	22,839	-
Discount on Investment in Securities	-	(2,595)	(837)
Equity in Loss (Income) of Project Partnerships	-	4,692	(18,738)
(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	-	3,865	(1,330)
Increase in Payable to General Partners	96,838	88,330	105,780
Net Cash Used in Operating Activities	(97,728)	(124,031)	(115,862)

Cash Flows from Investing Activities:
Distributions Received from Project Partnerships	29,087	29,761	31,770
Net Proceeds from Sale of Project Partnerships	2,000	130,444	100,471
Redemption of Investment Securities	-	563,000	279,000
Purchase of Investment Securities	-	(260,300)	(300,398)
Net Cash Provided by Investing Activities	31,087	462,905	110,843

Cash Flows from Financing Activities:
Distributions Paid to Assignees	(131,062)	(39,915)	(60,529)
Net Cash Used in Financing Activities	(131,062)	(39,915)	(60,529)

(Decrease) Increase in Cash and Cash Equivalents	(197,703)	298,959	(65,548)
Cash and Cash Equivalents at Beginning of Year	427,375	128,416	193,964

Cash and Cash Equivalents at End of Year	$ 229,672	$ 427,375	$ 128,416

Supplemental disclosure of non-cash activities:
Increase in Distribution Payable	$ -	$ 131,074	$ 41,274
Distribution to Assignees	-	(131,074)	(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, 2010, 2009 AND 2008

GATEWAY TAX CREDIT FUND II LTD 10-K