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, 2011

[ ] 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, 2011
Beneficial Assignee Certificates		2,013
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, 2011, 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, 2011. 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, 2011, 105 Project Partnerships once held by Gateway have been sold or otherwise disposed. Project Partnership investments held by Series as of March 31, 2011 are as follows: 6 Project Partnerships for Series 4, 12 Project Partnerships for Series 5 and 25 Project Partnerships for Series 6. There are no Project Partnership investments held by Series 2 or 3. 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, 2011, 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, 2011, 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, 2011, 105 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, 2011, $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.

Item 1. Business (Continued)

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, 2011 is zero for each Project Partnership for all Series. The Project Partnerships’ financial information contained herein is reported on a 3-month lag. The following table provides certain summary information regarding the Project Partnerships in which Gateway held an interest as of December 31, 2010 (Series 2 and Series 3 are not included as all Project Partnerships have been sold):

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		88	%
Wellsville Senior	Wellsville, KS		24		3/91		812,002		83	%
Wynnwood Common	Fairchance, PA		34		4/91		1,730,372		100	%
Courtyard	Huron, SD		21		6/91		912,670		100	%
Piedmont	Barnesville, GA		36		8/91		1,289,047		97	%
S.F. Arkansas City	Arkansas City, KS		12		8/91		412,028		92	%

Total Series 4			151			$	6,007,696

The average effective rental income per unit for the year ended December 31, 2010 is $4,784 per year ($399 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		81	%
S.F. Ottawa	Ottawa, KS		24		8/91		736,765		88	%
S.F. Concordia	Concordia, KS		20		8/91		697,372		100	%
Scarlett Oaks	Lexington, SC		40		9/91		1,691,500		98	%
Brooks Hill	Ellijay, GA		44		9/91		1,771,618		100	%
Yorkshire	Wagoner, OK		60		9/91		2,665,552		93	%
Menard Retirement	Menard, TX		24		9/91		795,318		100	%
Cloverdale	Cloverdale, IN		24		1/92		1,035,113		96	%
So. Timber Ridge	Chandler, TX		44		1/92		1,389,759		91	%
Pineville	Pineville, MO		12		5/92		444,017		100	%
Ravenwood	Americus, GA		24		1/94		900,996		92	%

Total Series 5			344			$	13,104,977

The average effective rental income per unit for the year ended December 31, 2010 is $4,493 per year ($374 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		96	%
Frazer Place	Smyrna, DE		30		4/92		1,681,564		100	%
Ehrhardt	Ehrhardt, SC		16		4/92		723,569		88	%
Sinton	Sinton, TX		32		4/92		1,053,980		100	%
Frankston	Frankston, TX		24		4/92		676,931		92	%
Flagler Beach	Flagler Beach, FL		43		5/92		1,718,676		100	%
Oak Ridge	Williamsburg, KY		24		5/92		1,098,954		100	%
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		94	%
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		100	%
Heritage Drive So.	Jacksonville, TX		40		1/92		1,303,538		93	%
Brodhead	Brodhead, KY		24		7/92		1,011,142		92	%
Mt. Village	Mt. Vernon, KY		24		7/92		977,483		96	%
Hazlehurst	Hazlehurst, MS		32		8/92		1,228,475		100	%
Sunrise	Yankton, SD		33		8/92		1,524,321		100	%
Stony Creek	Hooversville, PA		32		8/92		1,667,523		91	%
Haines	Haines, AK		32		8/92		3,187,898		97	%
Summerhill	Gassville, AR		28		9/92		1,319,786		82	%
Dorchester	St. George, SC		12		9/92		560,826		100	%
Dawson	Dawson, GA		40		11/93		1,474,973		98	%

Total Series 6			702			$	30,235,047

The average effective rental income per unit for the year ended December 31, 2010 is $5,079 per year ($423 per month).

Item 2. Properties (Continued)

A summary of the book value of the fixed assets of the Project Partnerships as of December 31, 2010, 2009 and 2008 is as follows:

	12/31/2010
	SERIES 2		SERIES 3		SERIES 4
Land	$	-	$	-	$	195,852
Land Improvements		-		-		78,716
Buildings		-		-		5,389,480
Furniture and Fixtures		-		-		437,372
Construction in Process		-		-		-

Properties, at Cost		-		-		6,101,420
Less: Accum Depr.		-		-		3,688,667

Properties, Net	$	-	$	-	$	2,412,753

	SERIES 5		SERIES 6		TOTAL
Land	$	434,263	$	1,235,041	$	1,865,156
Land Improvements		85,638		439,825		604,179
Buildings		12,072,054		27,272,433		44,733,967
Furniture and Fixtures		813,149		1,434,570		2,685,091
Construction in Process		-		-		-

Properties, at Cost		13,405,104		30,381,869		49,888,393
Less: Accum Depr.		7,737,039		16,241,191		27,666,897

Properties, Net	$	5,668,065	$	14,140,678	$	22,221,496

	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		-		-

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		-		-		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

Item 2. Properties (Continued)

	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		-		-

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		-		-		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 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, 2011
Beneficial Assignee Certificates		2,013
General Partner Interest		2

Item 6. Selected Financial Data

FOR THE YEARS ENDED MARCH 31,

SERIES 2	2011			2010			2009			2008			2007
Total Revenues	$	7,151		$	13,859		$	13,586		$	13,326		$	15,209
Net Income (Loss)		148,102			248,823			(91,691	)		538,973			(119,127	)
Equity in Loss of Project Partnerships		-			-			-			-			-
Total Assets		614,473			451,096			161,708			209,701			257,364
Investments In Project Partnerships		-			-			-			-			-

Per BAC: (A)
Tax Credits		.00			.00			.00			.00			.02
Portfolio Income		0.64			1.44			4.18			8.66			6.65
Passive Loss		(43.81	)		(79.58	)		(100.63	)		(89.10	)		(125.58	)
Net Income (Loss)		23.90			40.15			(14.79	)		86.96			(19.22	)
Distributions Paid		-			-			-			137.59			-

FOR THE YEARS ENDED MARCH 31,

SERIES 3	2011			2010			2009			2008			2007
Total Revenues	$	7,288		$	17,501		$	14,465		$	19,193		$	20,439
Net Income (Loss)		784,178			(83,771	)		(90,478	)		42,787			305,962
Equity in Income of Project Partnerships		-			-			-			-			490
Total Assets		921,155			112,146			148,892			202,574			598,431
Investments In Project Partnerships		-			-			-			-			-

Per BAC: (A)
Tax Credits		.00			.00			.00			.00			.00
Portfolio Income		2.02			2.19			4.67			8.09			11.09
Passive Loss		(80.44	)		(65.48	)		(78.63	)		(79.78	)		(118.50	)
Net Income (Loss)		142.11			(15.20	)		(16.42	)		7.61			46.84
Distributions Paid		-			-			-			79.93			18.25

Item 6. Selected Financial Data (Continued)

FOR THE YEARS ENDED MARCH 31,

SERIES 4	2011			2010			2009			2008			2007
Total Revenues	$	7,231		$	8,109		$	12,173		$	14,020		$	20,091
Net Income (Loss)		265,532			(63,104	)		236,334			183,252			(79,276	)
Equity in Loss of Project Partnerships		-			-			-			-			-
Total Assets		453,463			175,323			408,013			275,302			469,913
Investments In Project Partnerships		-			-			-			-			-

Per BAC: (A)
Tax Credits		.00			.00			.00			.00			.00
Portfolio Income		0.85			1.18			3.90			9.15			9.68
Passive Loss		(28.61	)		(40.23	)		(53.18	)		(103.10	)		(149.08	)
Net Income (Loss)		38.02			(9.03	)		33.84			26.06			(20.70	)
Distributions Paid		-			27.65			18.90			51.60			-

FOR THE YEARS ENDED MARCH 31,

SERIES 5	2011			2010			2009			2008			2007
Total Revenues	$	13,818		$	26,546		$	16,491		$	27,867		$	26,812
Net Income (Loss)		770,824			258,375			(190,678	)		38,818			(194,685	)
Equity in Loss of Project Partnerships		-			-			(18,638	)		(23,323	)		(5,528	)
Total Assets		1,247,249			631,079			107,240			406,040			402,832
Investments In Project Partnerships		-			-			-			21,112			125,403

Per BAC: (A)
Tax Credits		.00			.00			.00			.00			.00
Portfolio Income		1.19			2.16			6.26			7.35			5.89
Passive Loss		(54.03	)		(83.34	)		(120.20	)		(117.09	)		(118.24	)
Net Income (Loss)		88.57			29.56			(21.91	)		3.78			(22.37	)
Distributions Paid		-			-			20.89			14.75			-

FOR THE YEARS ENDED MARCH 31,

SERIES 6	2011			2010			2009			2008			2007
Total Revenues	$	26,315		$	29,087		$	29,062		$	28,650		$	29,678
Net Income (Loss)		287,842			(163,479	)		(81,656	)		(267,784	)		(332,668	)
Equity in Loss of Project Partnerships		-			-			(4,692	)		18,738			(7,156	)
Total Assets		569,140			229,672			427,375			460,616			683,149
Investments In Project Partnerships		-			-			-			28,229			208,779

Per BAC: (A)
Tax Credits		.00			.00			.00			.00			.00
Portfolio Income		2.62			3.56			8.17			11.78			9.85
Passive Loss		(72.86	)		(95.47	)		(104.90	)		(90.12	)		(99.04	)
Net Income (Loss)		28.08			(16.06	)		(8.80	)		(26.24	)		(32.59	)
Distributions Paid		-			12.97			3.95			5.99			-

FOR THE YEARS ENDED MARCH 31,

TOTAL SERIES 2 - 6	2011		2010		2009			2008			2007
Total Revenues	$	61,803	$	95,102	$	85,777		$	103,056		$	112,229
Net Income (Loss)		2,256,478		196,844		(218,169	)		536,046			(419,794	)
Equity in Loss of Project Partnerships		-		-		(23,330	)		(4,585	)		(12,194	)
Total Assets		3,805,480		1,599,316		1,253,228			1,554,233			2,411,689
Investments In Project Partnerships		-		-		-			49,341			334,182

(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 decreased 35% in fiscal year 2011 to $61,803, a decrease of $33,299 from the fiscal year 2010 distribution income of $95,102, which represented a $9,325 or 11% increase as compared to distribution income of $85,777 in fiscal year 2009. The decrease in distribution income for the year ended March 31, 2011 is a result of a reduction in distribution payments to Gateway by the Project Partnerships. 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.

Gateway has no direct employees. The General Partners have full and exclusive discretion in management and control of Gateway. Total expenses of Gateway were $368,871 for the fiscal year ended March 31, 2011, a decrease of $264,645 as compared to the fiscal year 2010 total expenses of $633,516, which represented a $131,637 decrease in total expenses as compared to the fiscal year 2009 amount of $765,153. The decrease in fiscal year 2011 results from a decrease in asset management fees and general and administrative expenses - General Partner. During fiscal year 2011, the General Partner ceased further allocations of general and administrative expenses to Gateway.

General and Administrative expense - other, totaling $84,278 in fiscal year 2011, decreased by $24,652 or 23% as compared to $108,930 incurred in fiscal year 2010. Fiscal year 2010 General and Administrative expense - other when compared to fiscal year 2009 decreased by $19,091. 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. No impairment expense was recorded during fiscal year 2011 or 2010. Impairment expense of $22,839 was recorded during fiscal year 2009.

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

There was no Equity in Loss of Project Partnerships recognized for the year ended March 31, 2011. 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, 2009 as a result of the suspension of all losses so that the Investments in Project Partnerships did 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 years ended December 31, 2010 and 2009 (Project Partnership financial information is reported on a three-month lag), Gateway’s share of the net loss was $557,462 and $1,850,233, respectively, 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. 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 2011, the Gain on Sale of Project Partnerships amounted to $2,563,243, an increase of $1,828,089 over the fiscal year 2010 Gain on Sale of Project Partnerships amount of $735,154 which in turn was an increase of $274,321 from the fiscal year 2009 Gain on Sale of Project Partnerships amount of $460,833. As more fully discussed herein, 43 Project Partnership investments were sold or disposed of in fiscal year 2011 as compared to 13 in fiscal year 2010 and 12 in fiscal year 2009. 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, 2011 of $303 represents a increase of $199 as compared to fiscal year 2010. Interest income in fiscal year 2010 of $104 was a decrease of $23,600 as compared to the fiscal year 2009 interest income of $23,704. 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 $2,256,478 from operations for the year ended March 31, 2011. Cash and Cash Equivalents increased by $2,358,196. Of the Cash and Cash Equivalents on hand as of March 31, 2011, $3,322,418 is payable to certain Series’ Assignees arising from the sale of Project Partnerships. After consideration of these sales proceeds, Cash and Cash Equivalents decreased $205,047 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, 2011, all Project Partnerships have been sold.

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, 2011, 2010 and 2009. For March 31, 2011, no loss was recognized because all Project Partnerships had been sold. For March 31, 2010 and 2009, this balance was a result of the suspension of all losses in this Series so that the Investments in Project Partnerships did not fall below zero. As presented in Note 4, Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2010, 2009 and 2008 was $0, $270,640 and $435,157 generated from Rental and other income of $0, $2,177,937 and $3,289,010, 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 $0, $391,940 and $597,729 for the years ended December 31, 2010, 2009 and 2008, respectively.) Overall, management believes the Project Partnerships operated as expected and generated Tax Credits which met projections.

At March 31, 2011, the Series had $614,473 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 $148,102 for the year ended March 31, 2011. However, after adjusting for the changes in operating assets and liabilities, net cash used in operating activities was $36,615. Cash provided by investing activities totaled $199,992 consisting of $7,152 in cash distributions from the Project Partnerships and $192,840 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, 2011, all Project Partnerships have been sold.

Equity in Loss of Project Partnerships was $0 for each of the years ended March 31, 2011, 2010 and 2009. For March 31, 2011, no loss was recognized because all Project Partnerships had been sold. For March 31, 2010 and 2009, this balance was a result of the suspension of all losses in this Series so that the Investments in Project Partnerships did not fall below zero. As presented in Note 4, Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2010, 2009 and 2008 was $0, $335,965 and $399,156 generated from Rental and other income of $0, $2,924,525 and $2,878,664, 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 $0, $651,907 and $648,659 for the years ended December 31, 2010, 2009 and 2008, respectively.) Overall, management believes the Project Partnerships operated as expected and generated Tax Credits which met projections.

At March 31, 2011, the Series had $921,155 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 $784,178 for the year ended March 31, 2011. However, after adjusting the changes in operating assets and liabilities, net cash used in operating activities was $31,375. Cash provided by investing activities totaled $840,384 consisting of $7,291 in cash distributions from the Project Partnerships and $833,093 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 4 - Gateway closed this series on May 31, 1991 after receiving $6,915,000 from 465 Assignees. As of March 31, 2011, the Series had invested $809,456 in 6 Project Partnerships located in 5 states containing 151 apartment units. Average occupancy of the Project Partnerships was 94% at December 31, 2010.

Equity in Loss of Project Partnerships was $0 for each of the years ended March 31, 2011, 2010 and 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. As presented in Note 4, Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2010, 2009 and 2008 was $22,598, $179,562 and $220,134 generated from Rental and other income of $1,001,509, $1,561,071 and $1,760,177, 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 $192,142, $320,168 and $358,055 for the years ended December 31, 2010, 2009 and 2008, respectively.) Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

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

At March 31, 2011, the Series had $453,463 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 $265,532 for the year ended March 31, 2011. However, after adjusting for the changes in operating assets and liabilities, net cash used in operating activities was $36,426. Cash provided by investing activities totaled $314,566 consisting of $7,230 in cash distributions from the Project Partnerships and $307,336 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 5 - Gateway closed this series on October 11, 1991 after receiving $8,616,000 from 535 Assignees. As of March 31, 2011, the Series had invested $1,951,046 in 12 Project Partnerships located in 8 states containing 344 apartment units. Average occupancy of the Project Partnerships was 94% as of December 31, 2010.

Equity in Loss of Project Partnerships was $0 in fiscal year 2011. Equity in Loss of Project Partnerships decreased to $0 in fiscal year 2010 from a loss of $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. As presented in Note 4, the Project Partnerships generated a loss for the years ended December 31, 2010, 2009 and 2008 of $76,430, $475,195 and $848,825 on Rental and other income of $2,196,716, $4,219,474 and $5,267,688, respectively. Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2010, 2009 and 2008 was $75,666, $470,443 and $840,337, of which $75,666, $470,443 and $821,699 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 $440,782, $803,244 and $1,067,137 for the years ended December 31, 2010, 2009 and 2008, respectively.) Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

At March 31, 2011, the Series had $1,247,249 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 $770,824 for the year ended March 31, 2011. However, after adjusting for the changes in operating assets and liabilities, net cash used in operating activities was $66,476. Cash provided by investing activities totaled $834,678 consisting of $13,819 in cash distributions from the Project Partnerships and $820,859 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, 2011, the Series had invested $4,532,944 in 25 Project Partnerships located in 15 states containing 702 apartment units. Average occupancy of the Project Partnerships was 96% as of December 31, 2010.

Equity in Loss of Project Partnerships was $0 in fiscal year 2011. Equity in Loss 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. As presented in Note 4, the Project Partnerships generated a loss for the years ended December 31, 2010, 2009 and 2008 of $453,565, $600,019 and $628,040 on Rental and other income of $4,842,267, $5,678,400 and $5,557,040, respectively. Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2010, 2009 and 2008 was $459,198, $593,623 and $628,783, of which $459,198, $593,623 and $624,091 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 $924,881, $1,065,991 and $1,077,376 for the years ended December 31, 2010, 2009 and 2008, 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 years ended March 31, 2011 or 2010. For the fiscal year ended March 31, 2009, impairment expense of $22,839 was recognized (all in Series 6). Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

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

At March 31, 2011, the Series had $569,140 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 $287,842 for the year ended March 31, 2011. However, after adjusting for the changes in operating assets and liabilities, net cash used in operating activities was $95,963. Cash provided by investing activities totaled $435,431 consisting of $26,316 in cash distributions from the Project Partnerships and $409,115 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.

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 years ended March 31, 2011 and 2010. Impairment expense for the year ended March 31, 2009 totaled $22,839 (all in Series 6).

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 had 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, 2011, Gateway holds a limited partner interest in 43 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, 2011, 105 of the Project Partnerships have been sold or otherwise disposed of (22 in Series 2, 23 in Series 3, 23 in Series 4, 24 in Series 5, and 13 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 2011 Disposition Activity:

Series 2

Transaction				Net Proceeds		Gain (Loss)		Deferred Gain
Month / Year	Project Partnership	Net Proceeds		Per BAC		on Disposal		on Disposal
August 2010	Richland Elderly	$	27,075	$	4.41	$	27,075	$	-
August 2010	Pearson Elderly		19,874		3.24		19,874		-
August 2010	Mount Vernon Elderly		16,675		2.72		16,675		-
August 2010	Lakeland Elderly		23,075		3.76		23,075		-
September 2010	Hartwell Family		1,500		0.24		1,500		-
September 2010	Deerfield II		1,975		0.32		1,975		-
November 2010	Cherrytree Apartments		23,769		3.87		23,769		-
November 2010	Springwood Apartments		36,676		5.98		36,676		-
December 2010	Manchester Housing		9,387		1.53		9,387		-
December 2010	Heritage Village Apartments		23,296		3.80		23,296		-
December 2010	Woodland Terrace Apartments		9,375		1.53		9,375		-
December 2010	Park Place Apartments		-		-		-		-
	Other, net (see below)		-		-		163		-
						$	192,840	$	-

The net proceeds per BAC from the sales of Richland Elderly, Pearson Elderly, Mount Vernon Elderly, Lakeland Elderly, Hartwell Family, Deerfield II, Cherrytree Apartments, Springwood Apartments, Manchester Housing, Heritage Village Apartments, Woodland Terrace Apartments and Park Place Apartments are a component of the Distribution Payable on the Balance Sheet as of March 31, 2011. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 2 Assignees in a subsequent period at such time that state withholding tax liabilities have been settled.

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $163 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 period at such time that state withholding tax liabilities have been settled.

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

Series 3

Transaction				Net Proceeds		Gain (Loss)			Deferred Gain
Month / Year	Project Partnership	Net Proceeds		Per BAC		on Disposal			on Disposal
August 2010	Heritage Villas	$	19,875	$	3.64	$	19,875		$	-
September 2010	Nowata Properties		87,294		16.00		87,294			-
September 2010	Poteau Properties II		142,615		26.14		142,615			-
September 2010	Roland Properties II		142,615		26.14		142,615			-
September 2010	Sallisaw Properties		142,615		26.14		142,615			-
September 2010	Stilwell Properties		131,551		24.11		131,551			-
September 2010	Waldron Properties		65,162		11.94		65,162			-
November 2010	Mill Run Apartments		2,538		0.47		2,538			-
December 2010	Countrywood Apartments		14,650		2.69		14,650			-
December 2010	Weston Apartments		1,650		0.30		1,650			-
December 2010	McKinley II Apartments		7,387		1.35		7,387			-
December 2010	Hornellsville Apartments		7,644		1.40		7,644			-
December 2010	Wildwood Apartments		27,145		4.98		27,145			-
December 2010	Hancock Manor Apartments		13,537		2.48		13,537			-
December 2010	Shiloh Apartments		27,337		5.01		27,337			-
	Other, net (see below)		-		-		(522	)		-
						$	833,093		$	-

The net proceeds per BAC from the sale of Heritage Villas, Nowata Properties, Poteau Properties II, Roland Properties II, Sallisaw Properties, Stilwell Properties, Waldron Properties, Mill Run Apartments, Countrywood Apartments, Weston Apartments, McKinley II Apartments, Hornellsville Apartments, Wildwood Apartments, Hancock Manor Apartments and Shiloh Apartments are a component of the Distribution Payable on the Balance Sheet as of March 31, 2011. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 3 Assignees in a subsequent period at such time that state withholding tax liabilities have been settled.

Gateway recognized a reduction with respect to the gain on sale of Project Partnerships in the amount of $522 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 adjustment will reduce the amount distributed to the Series 3 Assignees in a subsequent period at such time that state withholding tax liabilities have been settled.

Series 4

Transaction				Net Proceeds		Gain (Loss)		Deferred Gain
Month / Year	Project Partnership	Net Proceeds		Per BAC		on Disposal		on Disposal
September 2010	Stilwell Properties II	$	142,615	$	20.62	$	142,615	$	-
September 2010	Westville Properties		98,356		14.22		98,356		-
September 2010	Spring Hill Senior Housing		65,365		9.45		65,365		-
	Other, net (see below)		-		-		1,000		-
						$	307,336	$	-

The net proceeds per BAC from the sale of Stilwell Properties II, Westville Properties and Spring Hill Senior Housing are a component of the Distribution Payable on the Balance Sheet as of March 31, 2011. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 4 Assignees in a subsequent period at such time that state withholding tax liabilities have been settled.

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $1,000 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 period at such time that state withholding tax liabilities have been settled.

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
April 2010	Alma Properties	$	65,161	$	7.56	$	65,161	$	-
July 2010	Carrollton Club		106,140		12.32		106,140		-
August 2010	Crawford Rental Housing		19,875		2.31		19,875		-
August 2010	Greensboro Properties I		19,075		2.21		19,075		-
August 2010	Greensboro Properties II		25,475		2.96		25,475		-
December 2010	Heritage Square Apartments		99,389		11.54		99,389		-
December 2010	Savannah Park of Grove		164,712		19.12		164,712		-
December 2010	Savannah Park of Spring Hill		98,526		11.44		98,526		-
December 2010	Savannah Park of Clayton		65,128		7.56		65,128		-
	Gain deferred at March 31, 2010		-		-		151,377		-
	Other, net (see below)		-		-		6,001		-
						$	820,859	$	-

The net proceeds per BAC from the sales of Alma Properties, Blackshear Apartments II, Carrollton Club, Crawford Rental Housing, Greensboro Properties I, Greensboro Properties II, Heritage Square Apartments, Savannah Park of Grove, Savannah Park of Spring Hill and Savannah Park of Clayton are a component of the Distribution Payable on the Balance Sheet as of March 31, 2011. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 5 Assignees in a subsequent period at such time that state withholding tax liabilities have been settled.

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $6,001 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 period at such time that state withholding tax liabilities have been settled.

Series 6

Transaction				Net Proceeds		Gain (Loss)		Deferred Gain
Month / Year	Project Partnership	Net Proceeds		Per BAC		on Disposal		on Disposal
April 2010	Logan Place L.P.	$	62,250	$	6.16	$	62,250	$	-
August 2010	Lancaster House		110,000		10.89		110,000		-
December 2010	Maple Wood Apartments.		105,356		10.43		105,356		-
December 2010	Savannah Park of Parsons		131,508		13.01		131,509		-
						$	409,115	$	-

The net proceeds per BAC from the sales of Logan Place L.P., Lancaster House, Maple Wood Apartments and Savannah Park of Parsons are a component of the Distribution Payable on the Balance Sheet as of March 31, 2011. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 6 Assignees in a subsequent period at such time that state withholding tax liabilities have been settled.

Fiscal Year 2010 Disposition Activity:

Series 2

Transaction				Net Proceeds		Gain (Loss)		Deferred Gain
Month / Year	Project Partnership	Net Proceeds		Per BAC		on Disposal		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	$	-

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

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 period at such time that state withholding tax liabilities have been settled.

Series 4

Transaction				Net Proceeds		Gain (Loss)		Deferred Gain
Month / Year	Project Partnership	Net Proceeds		Per BAC		on Disposal		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 period at such time that state withholding tax liabilities have been settled.

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 period at such time that state withholding tax liabilities have been settled. 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 period at such time that state withholding tax liabilities have been settled.

Series 6

Transaction				Net Proceeds		Gain (Loss)		Deferred Gain
Month / Year	Project Partnership	Net Proceeds		Per BAC		on Disposal		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 period at such time that state withholding tax liabilities have been settled.

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

Fiscal Year 2009 Disposition Activity:

Series 2

Transaction				Net Proceeds		Gain (Loss)		Deferred Gain
Month / Year	Project Partnership	Net Proceeds		Per BAC		on Disposal		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 period at such time that state withholding tax liabilities have been settled.

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 period at such time that state withholding tax liabilities have been settled.

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 period at such time that state withholding tax liabilities have been settled.

Series 4

Transaction				Net Proceeds		Gain (Loss)		Deferred Gain
Month / Year	Project Partnership	Net Proceeds		Per BAC		on Disposal		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.

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

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 period at such time that state withholding tax liabilities have been settled.

Series 5

Transaction				Net Proceeds		Gain (Loss)		Deferred Gain
Month / Year	Project Partnership	Net Proceeds		Per BAC		on Disposal		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 period at such time that state withholding tax liabilities have been settled.

Series 6

Transaction				Net Proceeds		Gain (Loss)		Deferred Gain
Month / Year	Project Partnership	Net Proceeds		Per BAC		on Disposal		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.

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, 2011:

Project Partnerships sold subsequent to March 31, 2011:

Series 6

Dawson Elderly, L.P.

Subsequent to the March 31, 2011 year-end, Gateway sold its partnership interest in Dawson Elderly, A Georgia Limited Partnership. Gateway received approximately $32,000 in net proceeds (approximately $3.17 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 2012 and available proceeds from this sale transaction, less the applicable state tax withholding, will be distributed to the Series 6 Assignees in a subsequent period at such time that state withholding tax liabilities have been settled.

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

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

Series 4

Wynnwood Common Associates	Wellsville Senior Housing, L.P.
Sunflower Apartments of Arkansas City

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 $46,000, or $6.65 per beneficial assignee certificate. Sales proceeds would be available for distribution, less the applicable state tax withholding, to the Series 4 Assignees in a period subsequent to the closing of these sales transactions which would most likely occur within the next two years.

Series 5

Sunflower Apartments of Concordia.	Sunflower Apartments of Medicine Lodge.
Sunflower Apartments of Winfield	Sunflower Apartments of Ottawa II

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 $92,000, or $10.68 per beneficial assignee certificate. Sales proceeds would be available for distribution, less the applicable state tax withholding, to the Series 5 Assignees in a period subsequent to the closing of these sales transactions which would most likely occur within the next two years.

Series 6

Dawson Elderly, 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 $29,000, or $2.87 per beneficial assignee certificate. Sales proceeds would be available for distribution, less the applicable state tax withholding, to the Series 6 Assignees in a period subsequent to the closing of these sales transactions which would most likely occur within the next two years.

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	$4,854,550 (1)	39,290	4,815,260	-	-

(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, 2011. 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, 2011 and 2010, 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, 2011. 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, 2011 and 2010, 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, 2011, in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed under Item 15(a)(2) in the index are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, based on our audits and the reports of other auditors, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

/s/ Reznick Group, P.C.

REZNICK GROUP, P.C.

Atlanta, Georgia

July 1, 2011

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,
	2011			2010			2011			2010			2011			2010
ASSETS
Current Assets:
Cash and Cash Equivalents	$	614,473		$	451,096		$	921,155		$	112,146		$	453,463		$	175,323

Total Assets	$	614,473		$	451,096		$	921,155		$	112,146		$	453,463		$	175,323

LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
Payable to General Partners	$	3,398		$	7,689		$	19,502		$	17,558		$	2,978		$	7,778
Distribution Payable		540,593			347,753			836,342			3,249			310,828			3,492

Total Current Liabilities		543,991			355,442			855,844			20,807			313,806			11,270

Long-Term Liabilities:
Payable to General Partners		874,619			855,054			737,017			714,133			904,255			886,846

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, 2011 and 2010		(948,611	)		(902,393	)		(680,027	)		(622,304	)		(772,011	)		(727,551	)
General Partners		144,474			142,993			8,321			(490	)		7,413			4,758

Total Partners' Deficit		(804,137	)		(759,400	)		(671,706	)		(622,794	)		(764,598	)		(722,793	)

Total Liabilities and Partners' Deficit	$	614,473		$	451,096		$	921,155		$	112,146		$	453,463		$	175,323

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,
	2011			2010			2011			2010			2011			2010
ASSETS
Current Assets:
Cash and Cash Equivalents	$	1,247,249		$	479,047		$	569,140		$	229,672		$	3,805,480		$	1447,284
Receivable - Other		-			152,032			-			-			-			152,032

Total Assets	$	1,247,249		$	631,079		$	569,140		$	229,672		$	3,805,480		$	1,599,316

LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
Payable to General Partners	$	5,535		$	53,803		$	7,877		$	31,445		$	39,290		$	118,273
Distribution Payable		1,224,085			403,226			410,570			1,455			3,322,418			759,175
Deferred Gain on Sale of Project Partnerships		-			151,377			-			-			-			151,377

Total Current Liabilities		1,229,620			608,406			418,447			32,900			3,361,708			1,028,825

Long-Term Liabilities:
Payable to General Partners		951,064			906,074			1,348,305			1,273,112			4,815,260			4,635,219

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, 2011 and 2010		(945,128	)		(887,385	)		(1,201,691	)		(1,076,356	)		(4,547,468	)		(4,215,989	)
General Partners		11,693			3,984			4,079			16			175,980			151,261

Total Partners' Deficit		(933,435	)		(883,401	)		(1,197,612	)		(1,076,340	)		(4,371,488	)		(4,064,728	)

Total Liabilities and Partners' Deficit	$	1,247,249		$	631,079		$	569,140		$	229,672		$	3,805,480		$	1,599,316

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, 2011, 2010 AND 2009

	SERIES 2									SERIES 3
	2011			2010			2009			2011			2010			2009
Revenues:
Distribution Income	$	7,151		$	13,859		$	13,586		$	7,288		$	17,501		$	14,465
Total Revenues		7,151			13,859			13,586			7,288			17,501			14,465

Expenses:
Asset Management Fee - General Partner		19,564			41,341			47,611			22,884			37,732			37,995
General and Administrative:
General Partner		17,692			43,142			54,129			23,522			43,457			46,497
Other		14,695			12,208			20,186			9,856			20,097			24,045

Total Expenses		51,951			96,691			121,926			56,262			101,286			108,537

Loss Before Gain on Sale of Project Partnerships and Other Income		(44,800	)		(82,832	)		(108,340	)		(48,974	)		(83,785	)		(94,072	)
Gain on Sale of Project Partnerships		192,840			331,632			13,041			833,093			-			-
Interest Income		62			23			3,608			59			14			3,594

Net Income (Loss)	$	148,102		$	248,823		$	(91,691	)	$	784,178		$	(83,771	)	$	(90,478	)

Allocation of Net Income (Loss):
Assignees	$	146,621		$	246,335		$	(90,774	)	$	775,367		$	(82,933	)	$	(89,573	)
General Partners		1,481			2,488			(917	)		8,811			(838	)		(905	)

	$	148,102		$	248,823		$	(91,691	)	$	784,178		$	(83,771	)	$	(90,478	)

Net Income (Loss) Per Beneficial Assignee Certificate	$	23.90		$	40.15		$	(14.79	)	$	142.11		$	(15.20	)	$	(16.42	)

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, 2011, 2010 AND 2009

	SERIES 4									SERIES 5
	2011			2010			2009			2011			2010			2009
Revenues:
Distribution Income	$	7,231		$	8,109		$	12,173		$	13,818		$	26,546		$	16,491
Total Revenues		7,231			8,109			12,173			13,818			26,546			16,491

Expenses:
Asset Management Fee - General Partner		17,409			23,438			33,100			44,990			73,617			77,196
General and Administrative:
General Partner		14,667			27,458			39,332			-			68,984			86,794
Other		16,996			22,340			22,583			18,966			25,107			31,379

Total Expenses		49,072			73,236			95,015			63,956			167,708			195,369

Loss Before Equity in Loss of Project Partnerships and Other Income		(41,841	)		(65,127	)		(82,842	)		(50,138	)		(141,162	)		(178,878	)
Equity in Loss of Project Partnerships		-			-			-			-			-			(18,638	)
Gain on Sale of Project Partnerships		307,336			2,000			313,648			820,859			399,522			3,700
Interest Income		37			23			5,528			103			15			3,138

Net Income (Loss)	$	265,532		$	(63,104	)	$	236,334		$	770,824		$	258,375		$	(190,678	)

Allocation of Net Income (Loss):
Assignees	$	262,877		$	(62,473	)	$	233,971		$	763,115		$	254,711		$	(188,771	)
General Partners		2,655			(631	)		2,363			7,709			3,664			(1,907	)

	$	265,532		$	(63,104	)	$	236,334		$	770,824		$	258,375		$	(190,678	)

Net Income (Loss) Per Beneficial Assignee Certificate	$	38.02		$	(9.03	)	$	33.84		$	88.57		$	29.56		$	(21.91	)

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, 2011, 2010 AND 2009

	SERIES 6				TOTAL SERIES 2 - 6
	2011		2010	2009	2011	2010	2009
Revenues:
Distribution Income	$	26,315	$

GATEWAY TAX CREDIT FUND II LTD 10-K