SECOND AMENDED FORM 10-K/A-2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

For the fiscal year ended              March 31, 2005                      

Commission File Number                    0-19022                           

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

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

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

Registrant's Telephone No., Including Area Code:   (727)567-4830             

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

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

                                   YES   X         NO      

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein, and will 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  


                                                   Number of Units
  Title of Each Class                               March 31, 2005
Beneficial Assignee Certificates                        2,258
General Partner Interest                                    2

DOCUMENTS INCORPORATED BY REFERENCE

Parts III and IV - Form S-11 Registration Statement and
all amendments and supplements thereto.
File No. 33-31821

EXPLANATORY NOTE

   This document is a second amendment of the Form 10-K for the annual period ended March 31, 2005. This second amendment amends Item 8 Financial Statements and Supplementary Data for the correction of an error in the wording of the reports of the other auditor relied upon by the principal auditor. Those opinions, as originally filed, incorrectly stated that the audit was conducted in accordance with "the auditing standards of the Public Company Accounting Oversight Board (United States)". The corrected reports contained herein state that the audit was conducted in accordance with "the standards of the Public Company Accounting Oversight Board (United States)".

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 each of the five Series (Series 2 through 6) constituting Gateway Tax Credit Fund II Ltd. (a Florida Limited Partnership) as of March 31, 2005 and 2004 and the related statements of operations, partners' equity (deficit), and cash flows of each of the five Series for each of the three years in the period ended March 31, 2005. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain Project Partnerships for which investments included on the balance sheets as of March 31, 2005 and 2004 and net losses included on the statements of operations for each of the three years in the period ended March 31, 2005 are:

	Investments March 31, --------			Partnership Loss Year Ended March 31, --------------------
		2005 ----	2004 ----		2005 ----	2004 ----	2003 ----
Series 2		$     0	$      0		$      0	$      0	$      0
Series 3		0	0		0	0	12,361
Series 4		0	0		0	0	71,223
Series 5		0	0		0	0	68,984
Series 6		4,200	0		5,938	3,291	130,246

   Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such underlying partnerships, is based solely on the reports of the other auditors.

    We conducted our 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. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

    In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of each of the five Series (Series 2 through 6) constituting Gateway Tax Credit Fund II Ltd. as of March 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2005, 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 14(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/ Spence, Marston, Bunch, Morris & Co.
                                         SPENCE, MARSTON, BUNCH, MORRIS & CO.
                                         Certified Public Accountants

Clearwater, Florida
September 8, 2005

PART I - Financial Information
  Item 1.  Financial Statements

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2005 AND 2004

SERIES 2	2005 ----	2004 ----
ASSETS Current Assets:  Cash and Cash Equivalents  Investments in Securities   Total Current Assets  Investments in Securities  Investments in Project Partnerships, Net     Total Assets LIABILITIES AND PARTNERS' EQUITY (Deficit) Current Liabilities:  Payable to General Partners   Total Current Liabilities Long-Term Liabilities:  Payable to General Partners Partners' Equity (Deficit): Assignor Limited Partner  Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 2 had 6,136 at March 31, 2005 and 2004 issued to the assignees Assignees  Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 2 had 6,136 at March 31, 2005 and 2004, issued and outstanding General Partners   Total Partners' Equity (Deficit)     Total Liabilities and Partners' Equity     (Deficit)	$ 235,004  63,596  ---------- 298,600  61,315  34,391  ---------- $ 394,306  ========== $  45,045  ---------- 45,045  ---------- 531,644  ---------- (126,760) (55,623) ---------- (182,383) ---------- $ 394,306  ==========	$ 221,084  61,300  ---------- 282,384  115,551  47,597  ---------- $ 445,532  ========== $  63,359  ---------- 63,359  ---------- 467,036  ---------- (30,215) (54,648) ---------- (84,863) ---------- $ 445,532  ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2005 AND 2004

SERIES 3	2005 ----	2004 ----
ASSETS Current Assets:  Cash and Cash Equivalents  Investments in Securities   Total Current Assets  Investments in Securities  Investments in Project Partnerships, Net     Total Assets LIABILITIES AND PARTNERS' EQUITY (Deficit) Current Liabilities:  Payable to General Partners   Total Current Liabilities Long-Term Liabilities:  Payable to General Partners Partners' Equity (Deficit): Assignor Limited Partner  Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 3 had 5,456 at March 31, 2005 and 2004 issued to the assignees Assignees  Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 3 had 5,456 at March 31, 2005 and 2004, issued and outstanding General Partners   Total Partners' Equity (Deficit)     Total Liabilities and Partners' Equity     (Deficit)	$ 218,547  56,568  ---------- 275,115  54,538  0  ---------- $ 329,653  ========== $  49,309  ---------- 49,309  ---------- 430,440  ---------- (100,780) (49,316) ---------- (150,096) ---------- $ 329,653  ==========	$ 187,419  54,525  ---------- 241,944  102,780  0  ---------- $ 344,724  ========== $  63,415  ---------- 63,415  ---------- 353,758  ---------- (23,909) (48,540) ---------- (72,449) ---------- $ 344,724  ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2005 AND 2004

SERIES 4	2005 ----	2004 ----
ASSETS Current Assets:  Cash and Cash Equivalents  Investments in Securities   Total Current Assets  Investments in Securities  Investments in Project Partnerships, Net     Total Assets LIABILITIES AND PARTNERS' EQUITY (Deficit) Current Liabilities:  Payable to General Partners   Total Current Liabilities Long-Term Liabilities:  Payable to General Partners Partners' Equity (deficit): Assignor Limited Partner  Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 4 had 6,915 at March 31, 2005 and 2004 issued to the assignees Assignees  Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 4 had 6,915 at March 31, 2005 and 2004, issued and outstanding General Partners   Total Partners' Equity (Deficit)     Total Liabilities and Partners' Equity     (Deficit)	$  304,447  71,666  ----------- 376,113  69,095  0  ----------- $  445,208  =========== $   54,471  ----------- 54,471  ----------- 570,233  ----------- (117,046) (62,450) ---------- (179,496) ---------- $  445,208  ===========	$  273,485  69,078  ----------- 342,563  130,212  0  ----------- $  472,775  =========== $   66,784  ----------- 66,784  ----------- 482,520  ----------- (15,109) (61,420) ---------- (76,529) ---------- $  472,775  ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2005 AND 2004

SERIES 5	2005 ----	2004 ----
ASSETS Current Assets:  Cash and Cash Equivalents  Restricted Cash  Investments in Securities   Total Current Assets  Investments in Securities  Investments in Project Partnerships, Net     Total Assets LIABILITIES AND PARTNERS' EQUITY (Deficit) Current Liabilities:  Payable to General Partners  Distribution Payable  Other Payable   Total Current Liabilities Long-Term Liabilities:  Payable to General Partners Partners' Equity (Deficit): Assignor Limited Partner  Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 5 had 8,616 at March 31, 2005 and 2004 issued to the assignees Assignees  Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 5 had 8,616 at March 31, 2005 and 2004, issued and outstanding General Partners   Total Partners' Equity (Deficit)     Total Liabilities and Partners' Equity     (Deficit)	$  238,360  157,126  89,322  ----------- 484,808  86,118  202,405  ----------- $  773,331  =========== $   72,789  157,126  700  ----------- 230,615  ----------- 418,856  ----------- 123,860  0  ----------- 123,860  ----------- $  773,331  ===========	$  349,174  0  86,098  ----------- 435,272  162,292  229,630  ----------- $  827,194  =========== $   96,999  0  0  ----------- 96,999  ----------- 464,362  ----------- 338,798  (72,965) ----------- 265,833  ----------- $  827,194  ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2005 AND 2004

SERIES 6	2005 ----	2004 ----
ASSETS Current Assets:  Cash and Cash Equivalents  Accounts Receivable - Other  Investments in Securities   Total Current Assets  Investments in Securities  Investments in Project Partnerships, Net     Total Assets LIABILITIES AND PARTNERS' EQUITY (Deficit) Current Liabilities:  Payable to General Partners  Other Payble   Total Current Liabilities Long-Term Liabilities:  Payable to General Partners Partners' Equity (Deficit): Assignor Limited Partner  Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 6 had 10,105 at March 31, 2005 and 2004 issued to the assignees Assignees  Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 6 had 10,105 at March 31, 2005 and 2004, issued and outstanding General Partners   Total Partners' Equity (Deficit)     Total Liabilities and Partners' Equity     (Deficit)	$  444,751  700  74,664  ----------- 520,115  72,775  781,147  ----------- $1,374,037  =========== $   68,579  500  ----------- 69,079  ----------- 736,464  ----------- 651,535  (83,041) ----------- 568,494  ----------- $1,374,037  ===========	$  401,535  0  70,976  ----------- 472,511  136,979  858,488  ----------- $1,467,978  =========== $   90,272  0  ----------- 90,272  ----------- 610,503  ----------- 848,257  (81,054) ----------- 767,203  ----------- $1,467,978  ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2005 AND 2004

TOTAL SERIES 2 - 6	2005 ----	2004 ----
ASSETS Current Assets:  Cash and Cash Equivalents  Restricted Cash  Accounts Receivable - Other  Investments in Securities   Total Current Assets  Investments in Securities  Investments in Project Partnerships, Net     Total Assets LIABILITIES AND PARTNERS' EQUITY (Deficit) Current Liabilities:  Payable to General Partners  Distribution Payable  Other Payable   Total Current Liabilities Long-Term Liabilities:  Payable to General Partners Partners' Equity (Deficit): Assignor Limited Partner  Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 2-6 had 37,228 at March 31, 2005 and 2004 issued to the assignees Assignees  Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 2-6 had 37,228 at March 31, 2005 and 2004, issued and outstanding General Partners   Total Partners' Equity (Deficit)     Total Liabilities and Partners' Equity     (Deficit)	$1,441,109  157,126  700  355,816  ----------- 1,954,751  343,841  1,017,943  ----------- $3,316,535  =========== $  290,193  157,126  1,200  ----------- 448,519  ----------- 2,687,637  ----------- 430,809  (250,430) ----------- 180,379  ----------- $3,316,535  ===========	$1,432,697  0  0  341,977  ----------- 1,774,674  647,814  1,135,715  ----------- $3,558,203  =========== $  380,829  0  0  ----------- 380,829  ----------- 2,378,179  ----------- 1,117,822  (318,627) ----------- 799,195  ----------- $3,558,203  ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

SERIES 2	2005 ----	2004 ----	2003 ----
Revenues:  Distribution Income   Total Revenues Expenses:  Asset Management Fee-General Partner  General and Administrative:   General Partner   Other  Amortization   Total Expenses Loss Before Equity in Losses  of Project Partnerships and Other  Income Equity in Losses of Project  Partnerships Interest Income Net Loss Allocation of Net Loss:  Assignees  General Partners Net Loss Per Beneficial Assignee Certificate Number of Beneficial Assignee Certificates Outstanding	$   13,938  ----------- 13,938  ----------- 67,609  32,074  11,930  697  ----------- 112,310  ----------- (98,372) (10,911) 11,763  ----------- $  (97,520) =========== $  (96,545) (975) ----------- $  (97,520) =========== $   (15.73) =========== 6,136  ===========	$   12,820  ----------- 12,820  ----------- 67,822  32,065  10,198  698  ----------- 110,783  ----------- (97,963) (8,484) 14,247  ----------- $  (92,200) =========== $  (91,278) (922) ----------- $  (92,200) =========== $   (14.88) =========== 6,136  ===========	$   12,665  ----------- 12,665  ----------- 68,021  18,483  12,050  696  ----------- 99,250  ----------- (86,585) (17,624) 18,979  ----------- $  (85,230) =========== $  (84,378) (852) ----------- $  (85,230) =========== $   (13.75) =========== 6,136  ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

Series 3	2005 ----	2004 ----	2003 ----
Revenues:  Distribution Income   Total Revenues Expenses:  Asset Management Fee-General Partner  General and Administrative:   General Partner   Other  Amortization   Total Expenses Loss Before Equity in Losses of  Project Partnerships and Other  Income Equity in Losses of Project  Partnerships Interest Income Net Loss Allocation of Net Loss:  Assignees  General Partners Net Loss Per Beneficial Assignee Certificate Number of Beneficial Assignee Certificates Outstanding	$  18,781  ---------- 18,781  ---------- 62,717  33,531  10,716  0  ---------- 106,964  ---------- (88,183) 0  10,536  ---------- $ (77,647) ========== $ (76,871) (776) ---------- $ (77,647) ========== $  (14.09) ========== 5,456  ==========	$  22,801  ---------- 22,801  ---------- 63,022  33,523  10,490  516  ---------- 107,551  ---------- (84,750) (5,137) 12,644  ---------- $ (77,243) ========== $ (76,471) (772) ---------- $ (77,243) ========== $  (14.02) ========== 5,456  ==========	$  21,167  ---------- 21,167  ---------- 62,667  19,323  12,669  516  ---------- 95,175  ---------- (74,008) (25,505) 16,784  ---------- $ (82,729) ========== $ (81,902) (827) ---------- $ (82,729) ========== $  (15.01) ========== 5,456  ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

SERIES 4	2005 ----	2004 ----	2003 ----
Revenues:  Distribution Income   Total Revenues Expenses:  Asset Management Fee - General Partner  General and Administrative:   General Partner   Other  Amortization   Total Expenses Loss Before Equity in Losses  of Project Partnerships and Other  Income Equity in Losses of Project  Partnerships Interest Income Net Loss Allocation of Net Loss:  Assignees  General Partners Net Loss Per Beneficial Assignee Certificate Number of Beneficial Assignee Certificates Outstanding	$  16,181  --------- 16,181  --------- 77,205  42,279  13,260  0  --------- 132,744  --------- (116,563) 0  13,596  --------- $(102,967) ========== $(101,937) (1,030) --------- $(102,967) ========== $  (14.74) ========== 6,915  ==========	$  27,960  --------- 27,960  --------- 77,448  42,266  13,098  671  --------- 133,483  --------- (105,523) (8,763) 16,127  --------- $ (98,159) ========== $ (97,177) (982) --------- $ (98,159) ========== $  (14.05) ========== 6,915  ==========	$  14,116  --------- 14,116  --------- 77,271  24,365  15,376  1,235  --------- 118,247  --------- (104,131) (77,657) 21,475  --------- $(160,313) ========== $(158,710) (1,603) --------- $(160,313) ========== $  (22.95) ========== 6,915  ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

SERIES 5	2005 ----	2004 ----	2003 ----
Revenues:  Distribution Income   Total Revenues Expenses:  Asset Management Fee - General Partner  General and Administrative:   General Partner   Other  Amortization   Total Expenses Loss Before Equity in Losses  of Project Partnerships and Other  Income Equity in Income (Losses) of Project  Partnerships:  Current Year Equity in Loss of Project  Partnerships  Suspended Losses Utilized in Current  Year  Gain on Sale of Partnership Assets   Total Equity in Income (Losses) of   Project Partnership  Loss on Disposition of Partnership  Interests Interest Income Net Income (Loss) Allocation of Net Loss:  Assignees  General Partners Net Loss Per Beneficial Assignee Certificate Number of Beneficial Assignee Certificates Outstanding	$ 27,663  ---------- 27,663  ---------- 92,722  52,484  17,788  2,005  ---------- 164,999  ---------- (137,336) ---------- (26,110) (43,945) 227,407  ---------- 157,352  (21,574) 16,711  ---------- $  15,153  ========== (57,812) 72,965  ---------- $  15,153  ========== $   (6.71) ========== 8,616  ==========	$ 16,981  ---------- 16,981  ---------- 95,180  52,470  16,351  4,560  ---------- 168,561  ---------- (151,580) ---------- (133,705) 0  0  ---------- (133,705) 0  20,246  ---------- $(265,039) ========== $(262,389) (2,650) ---------- $(265,039) ========== $  (30.45) ========== 8,616  ==========	$ 20,909  ---------- 20,909  ---------- 95,480  30,245  20,045  4,807  ---------- 150,577  ---------- (129,668) ---------- (159,492) 0  0  ---------- (159,492) 0  27,167  ---------- $(261,993) ========== $(259,373) (2,620) ---------- $(261,993) ========== $  (30.10) ========== 8,616  ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

SERIES 6	2005 ----	2004 ----	2003 ----
Revenues:  Distribution Income   Total Revenues Expenses:  Asset Management Fee - General Partner  General and Administrative:   General Partner   Other  Amortization   Total Expenses Loss Before Equity in Losses  of Project Partnerships and Other  Income Equity in Losses of Project  Partnerships Interest Income Net Loss Allocation of Net Loss:  Assignees  General Partners Net Loss Per Beneficial Assignee Certificate Number of Beneficial Assignee Certificates Outstanding	$  32,039  ---------- 32,039  ---------- 104,509  55,400  17,799  6,106  ---------- 183,814  ---------- (151,775) (65,236) 18,302  ---------- $(198,709) ========== $(196,722) (1,987) ---------- $(198,709) ========== $  (19.47) ========== 10,105  ==========	$  21,129  ---------- 21,129  ---------- 104,953  55,384  18,607  8,403  ---------- 187,347  ---------- (166,218) (148,498) 19,949  ---------- $(294,767) ========== $(291,819) (2,948) ---------- $(294,767) ========== $  (28.88) ========== 10,105  ==========	$  16,919  ---------- 16,919  ---------- 105,376  31,926  20,786  8,896  ---------- 166,984  ---------- (150,065) (209,950) 25,421  ---------- $(334,594) ========== $(331,248) (3,346) ---------- $(334,594) ========== $  (32.78) ========== 10,105  ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

TOTAL SERIES 2 - 6	2005 ----	2004 ----	2003 ----
Revenues:  Distribution Income   Total Revenues Expenses:  Asset Management Fee-General Partner  General and Administrative:   General Partner   Other  Amortization   Total Expenses Loss Before Equity in Losses  of Project Partnerships and Other  Income Equity in Losses of Project  Partnerships Suspended Losses Utilized in Current  Year Gain on Sale of Project Partnership    Total Equity in Income (Losses) of   Project Partnerships Loss on Disposition of Partnership  Interests Interest Income Net Loss Allocation of Net Loss:  Assignees  General Partners	$  108,602  ----------- 108,602  ----------- 404,762  215,768  71,493  8,808  ----------- 700,831  ----------- (592,229) (102,257) (43,945) 227,407  ----------- 81,205  (21,574) 70,908  ----------- $  (461,690) ============ $  (529,887) 68,197  ------------ $  (461,690) ============	$  101,691  ----------- 101,691  ----------- 408,425  215,708  68,744  14,848  ----------- 707,725  ----------- (606,034) (304,587) 0  0  ----------- (304,587) 0  83,213  ----------- $  (827,408) ============ $  (819,134) (8,274) ------------ $  (827,408) ============	$   85,776  ----------- 85,776  ----------- 408,815  124,342  80,926  16,150  ----------- 630,233  ----------- (544,457) (490,228) 0  0  ----------- (490,228) 0  109,826  ----------- $  (924,859) ============ $  (915,611) (9,248) ------------ $  (924,859) ============

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, 2005, 2004 AND 2003

SERIES 2	Assignees ---------	General Partners --------	Total -----
Balance at March 31, 2002 Net Loss Balance at March 31, 2003 Net Loss Balance at March 31, 2004 Net Loss Balance at March 31, 2005	$  145,441  (84,378) ----------- 61,063  (91,278) ----------- (30,215) (96,545) ----------- $ (126,760) ===========	$  (52,874) (852) ----------- (53,726) (922) ----------- (54,648) (975) ----------- $  (55,623) ===========	$   92,567  (85,230) ----------- 7,337  (92,200) ----------- (84,863) (97,520) ----------- $ (182,383) ===========

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, 2005, 2004 AND 2003

SERIES 3	Assignees ---------	General Partners --------	Total -----
Balance at March 31, 2002 Net Loss Balance at March 31, 2003 Net Loss Balance at March 31, 2004 Net Loss Balance at March 31, 2005	$  134,464  (81,902) ----------- 52,562  (76,471) ----------- (23,909) (76,871) ----------- $ (100,780) ===========	$  (46,941) (827) ----------- (47,768) (772) ----------- (48,540) (776) ----------- $  (49,316) ===========	$   87,523  (82,729) ----------- 4,794  (77,243) ----------- (72,449) (77,647) ----------- $ (150,096) ===========

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, 2005, 2004 AND 2003

SERIES 4	Assignees ---------	General Partners --------	Total -----
Balance at March 31, 2002 Net Loss Balance at March 31, 2003 Net Loss Balance at March 31, 2004 Net Loss Balance at March 31, 2005	$  240,778  (158,710) ----------- 82,068  (97,177) ----------- (15,109) (101,937) ----------- $ (117,046) ===========	$ (58,835) (1,603) ---------- (60,438) (982) ---------- (61,420) (1,030) ---------- $ (62,450) ==========	$  181,943  (160,313) ----------- 21,630  (98,159) ----------- (76,529) (102,967) ----------- $ (179,496) ===========

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, 2005, 2004 AND 2003

SERIES 5	Assignees ---------	General Partners --------	Total -----
Balance at March 31, 2002 Net Loss Balance at March 31, 2003 Net Loss Balance at March 31, 2004 Net Income Distributions Balance at March 31, 2005	$  860,560  (259,373) ----------- 601,187  (262,389) ----------- 338,798  (57,812) (157,126) ----------- $  123,860  ===========	$ (67,695) (2,620) ---------- (70,315) (2,650) ---------- (72,965) 72,965  0  ---------- $       0  ==========	$  792,865  (261,993) ----------- 530,872  (265,039) ----------- 265,833  15,153  (157,126) ----------- $  123,860  ===========

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, 2005, 2004 AND 2003

SERIES 6	Assignees ---------	General Partners --------	Total -----
Balance at March 31, 2002 Net Loss Balance at March 31, 2003 Net Loss Balance at March 31, 2004 Net Loss Balance at March 31, 2005	$ 1,471,324  (331,248) ------------ 1,140,076  (291,819) ------------ 848,257  (196,722) ------------ $   651,535  ============	$ (74,760) (3,346) ---------- (78,106) (2,948) ---------- (81,054) (1,987) ---------- $ (83,041) ==========	$ 1,396,564  (334,594) ----------- 1,061,970  (294,767) ----------- 767,203  (198,709) ----------- $  568,494  ===========

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, 2005, 2004 AND 2003

TOTAL SERIES 2 - 6	Assignees ---------	General Partners --------	Total -----
Balance at March 31, 2002 Net Loss Balance at March 31, 2003 Net Loss Balance at March 31, 2004 Net Loss Distributions Balance at March 31, 2005	$ 2,852,567  (915,611) ------------ 1,936,956  (819,134) ------------ 1,117,822  (529,887) (157,126) ------------ $   430,809  ============	$(301,105) (9,248) ---------- (310,353) (8,274) ---------- (318,627) (68,197) 0  ---------- $(250,430) ==========	$ 2,551,462  (924,859) ----------- 1,626,603  (827,408) ----------- 799,195  (461,690) (157,126) ----------- $  180,379  ===========

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, 2005, 2004 AND 2003

SERIES 2 --------	2005 ----	2004 ----	2003 ----
Cash Flows from Operating Activities:   Net Loss   Adjustments to Reconcile Net Loss   to Net Cash Used in Operating   Activities:     Amortization     Accreted Interest Income on     Investments in Securities     Equity in Losses of Project     Partnerships     Interest Income from     Redemption of Securities     Distributions Included in     Other Income     Changes in Operating Assets     and Liabilities:       Increase in Payable to       General Partners         Net Cash Used in         Operating Activities Cash Flows from Investing Activities:   Distributions Received from   Project Partnerships   Redemption of Investment in   Securities         Net Cash Provided by         Investing Activities Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year	$(97,520) 697  (9,361) 10,911  37,584  (13,438) 46,294  ---------- (24,833) ---------- 15,038  23,715  ---------- 38,753  ---------- 13,920  221,084  ---------- $ 235,004  ==========	$(92,200) 698  (13,179) 8,484  33,934  (12,820) 13,938  ---------- (61,145) ---------- 14,422  24,652  ---------- 39,074  ---------- (22,071) 243,155  ---------- $ 221,084  ==========	$(85,230) 696  (16,515) 17,624  30,400  (12,665) 33,077  ---------- (32,613) ---------- 14,265  25,698  ---------- 39,963  ---------- 7,350  235,805  ---------- $ 243,155  ==========

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, 2005, 2004 AND 2003

SERIES 3 -------	2005 ----	2004 ----	2003 ----
Cash Flows from Operating Activities:   Net Loss   Adjustments to Reconcile Net Loss   to Net Cash Used in Operating   Activities:     Amortization     Accreted Interest Income on     Investments in Securities     Equity in Losses of Project     Partnerships     Interest Income from     Redemption of Securities     Distributions Included In     Other Income     Changes in Operating Assets     and Liabilities:       Increase in Payable to       General Partners         Net Cash Used in         Operating Activities Cash Flows from Investing Activities:   Distributions Received from   Project Partnerships   Redemption of Investment   in Securities         Net Cash Provided by         Investing Activities Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year	$ (77,647) 0  (8,327) 0  33,433  (18,781) 62,576  ---------- (8,746) ---------- 18,781  21,093  ---------- 39,874  ---------- 31,128  187,419  ---------- $ 218,547  ==========	$ (77,243) 516  (11,722) 5,137  30,183  (22,801) 16,190  ---------- (59,740) ---------- 23,780  21,929  ---------- 45,709  ---------- (14,031) 201,450  ---------- $ 187,419  ==========	$ (82,729) 516  (14,689) 25,505  27,037  (21,167) 22,976  ---------- (42,551) ---------- 23,114  22,859  ---------- 45,973  ---------- 3,422  198,028  ---------- $ 201,450  ==========

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, 2005, 2004 AND 2003

SERIES 4 --------	2005 ----	2004 ----	2003 ----
Cash Flows from Operating Activities:   Net Loss   Adjustments to Reconcile Net Loss   to Net Cash Used in Operating   Activities:     Amortization     Accreted Interest Income on     Investments in Securities     Equity in Losses of Project     Partnerships     Interest Income from     Redemption of Securities     Distributions Included In     Other Income     Changes in Operating Assets     and Liabilities:       Increase in Payable to       General Partners          Net Cash Used in          Operating Activities Cash Flows from Investing Activities:   Distributions Received from   Project Partnerships   Redemption of Investment in   Securities         Net Cash Provided by         Investing Activities Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year	$(102,967) 0  (10,549) 0  42,355  (16,173) 75,400  ---------- (11,934) ---------- 16,173  26,723  ---------- 42,896  ---------- 30,962  273,485  ---------- $ 304,447  ==========	$ (98,159) 671  (14,851) 8,763  38,238  (27,960) 34,302  ---------- (58,996) ---------- 30,805  27,780  ---------- 58,585  ---------- (411) 273,896  ---------- $ 273,485  ==========	$(160,313) 1,235  (18,610) 77,657  34,256  (14,116) 32,963  ---------- (46,928) ---------- 19,685  28,960  ---------- 48,645  ---------- 1,717  272,179  ---------- $ 273,896  ==========

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, 2005, 2004 AND 2003

SERIES 5 --------	2005 ----	2004 ----	2003 ----
Cash Flows from Operating Activities:   Net Income (Loss)   Adjustments to Reconcile Net Loss   to Net Cash Provided by (Used in)   Operating Activities:     Amortization     Accreted Interest Income on     Investments in Securities     Equity in Losses of Project     Partnerships     Gain on Sale of Partnership     Assets     Loss on Disposition of     Partnership Interests     Interest Income from     Redemption of Securities     Distributions Included In     Other Income     Changes in Operating Assets     and Liabilities:       Increase (decrease) in Payable       to General Partners       Increase in Other Payable         Net Cash Used in Operating         Activities Cash Flows from Investing Activities:   Distributions Received from   Project Partnerships   Redemption of Investment in   Securities         Net Cash Provided by         Investing Activities Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year	$  15,153  2,005  (13,147) 70,055  (227,407) 21,574  52,790  (27,063) (69,716) 700  ---------- (175,056)  ---------- 30,934  33,308  ---------- 64,242  ---------- (110,814) 349,174  ---------- $ 238,360  ==========	$(265,039) 4,560  (18,510) 133,705  0  0  47,662  (16,981) 18,393  0  ---------- (96,210) ---------- 25,358  34,624  ---------- 59,982  ---------- (36,228) 385,402  ---------- $ 349,174  ==========	$(261,993) 4,807  (23,195) 159,492  0  0  42,695  (20,909) 37,552  0  ---------- (61,551) ---------- 30,482  36,094  ---------- 66,576  ---------- 5,025  380,377  ---------- $ 385,402  ==========

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, 2005, 2004 AND 2003

SERIES 6 -------	2005 ----	2004 ----	2003 ----
Cash Flows from Operating Activities:   Net Loss   Adjustments to Reconcile Net Loss   to Net Cash Used in Operating   Activities:     Amortization     Accreted Interest Income on     Investments in Securities     Equity in Losses of Project     Partnerships     Interest Income from     Redemption of Securities     Distributions Included In     Other Income     Changes in Operating Assets     and Liabilities:       Increase in Accounts Receivable       Increase in Payable to       General Partners       Increase in Other Payables         Net Cash Used in Operating         Activities Cash Flows from Investing Activities:   Distributions Received from   Project Partnerships   Redemption of Investment in   Securities         Net Cash Provided by         Investing Activities Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year	$(198,709) 6,106  (14,483) 65,236  44,194  (32,039) (700) 104,268  500  ---------- (25,627) ---------- 38,038  30,805  ---------- 68,843  ---------- 43,216  401,535  ---------- $ 444,751  ==========	$(294,767) 8,403  (18,286) 148,498  38,520  (21,129) 0  30,821  0  ---------- (107,940) ---------- 30,412  31,478  ---------- 61,890  ---------- (46,050) 447,585  ---------- $ 401,535  ==========	$(334,594) 8,896  (21,459) 209,950  33,739  (16,919) 0  49,906  0  ---------- (70,481) ---------- 30,427  32,262  ---------- 62,689  ---------- (7,792) 455,377  ---------- $ 447,585  ==========

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, 2005, 2004 AND 2003

TOTAL SERIES 2 - 6 ------------------	2005 ----	2004 ----	2003 ----
Cash Flows from Operating Activities:   Net Loss   Adjustments to Reconcile Net Loss   to Net Cash Used in Operating   Activities:     Amortization     Accreted Interest Income on     Investments in Securities     Equity in Losses of Project     Partnerships     Gain on Sale of Partnership Assets     Loss on Disposition of Partnership     Interests     Interest Income from Redemption     of Securities     Distributions Included In Other     Income     Changes in Operating Assets and     Liabilities:       Increase in Accounts Receivable       Increase in Payable to       General Partners       Increase in Other Payable         Net Cash Used in Operating         Activities Cash Flows from Investing Activities:   Distributions Received from   Project Partnerships   Redemption of Investment in   Securities          Net Cash Provided by          Investing Activities Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year	$(461,690) 8,808  (55,867) 146,202  (227,407) 21,574  210,356  (107,494) (700) 218,822  1,200  ----------- (246,196) ----------- 118,964  135,644  ----------- 254,608  ----------- 8,412  1,432,697  ----------- $ 1,441,109  ===========	$(827,408) 14,848  (76,548) 304,587  0  0  188,537  (101,691) 0  113,644  0  ----------- (384,031) ----------- 124,777  140,463  ----------- 265,240  ----------- (118,791) 1,551,488  ----------- $ 1,432,697  ===========	$(924,859) 16,150  (94,468) 490,228  0  0  168,127  (85,776) 0  176,474  0  ----------- (254,124) ----------- 117,973  145,873  ----------- 263,846  ----------- 9,722  1,541,766  ----------- $ 1,551,488  ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005, 2004 AND 2003,

NOTE 1 - ORGANIZATION:

  Gateway Tax Credit Fund II Ltd. ("Gateway"), a Florida Limited Partnership, was formed September 12, 1989, under the laws of Florida. Operations commenced on September 14, 1990 for Series 2, September 28, 1990 for Series 3, February 1, 1991 for Series 4, July 1, 1991 for Series 5 and January 1, 1992 for Series 6. Gateway has invested, as a limited partner, in other limited partnerships ("Project Partnerships") each of which owns and operates one or more apartment complexes expected to qualify for Low-Income Housing Tax Credits. Gateway will terminate on December 31, 2040, or sooner, in accordance with the terms of the Limited Partnership Agreement. As of March 31, 2005, Gateway had received capital contributions of $1,000 from the General Partners and $37,228,000 from Beneficial Assignee Certificate investors (the "Assignees"). The fiscal year of Gateway for reporting purposes ends on March 31.

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

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

  Gateway offered BACs in five series. BACs in the amounts of $6,136,000, $5,456,000, $6,915,000, $8,616,000 and $10,105,000 for Series 2, 3, 4, 5 and 6, respectively had been issued as of March 31, 2005. Each Series is treated as a separate partnership, investing in a separate and distinct pool of Project Partnerships. Net proceeds from each Series are used to acquire Project Partnerships which are specifically allocated to such Series. Income or loss and all tax items from the Project Partnerships acquired by each Series are specifically allocated among the Assignees of such Series.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting

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

  Gateway accounts for its investments as the sole limited partner in Project Partnerships ("Investments in Project Partnerships"), using the equity method of accounting, because management believes that Gateway does not have a majority control of the major operating and financial policies of the Project Partnerships in which it invests, and reports the equity in losses of the Project Partnerships on a 3-month lag in the Statements of Operations. Under the equity method, the Investments in Project Partnerships initially include:

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

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

  1) Increased for equity in income or decreased for equity in losses of the Project      Partnerships,
  2) Decreased for cash distributions received from the Project Partnerships, and 9;

  3) Decreased for the amortization of the acquisition fees and expenses.

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

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

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

  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 loss has been recognized in the accompanying financial statements.

  Gateway, as a limited partner in the Project Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance and continued eligibility of tax credits. If the cost of operating a property exceeds the rental income earned thereon, Gateway may deem it in its best interest to voluntarily provide funds in order to protect its investment. Gateway does not guarantee any of the mortgages or other debt of the Project Partnerships.

Cash and Cash Equivalents

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

Concentration of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

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

Income Taxes

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

Reclassifications

  For comparability, the 2004 and 2003 figures have been reclassified, where appropriate, to conform with the financial statement presentation used in 2005.

Recent Accounting Pronouncements

  In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." Gateway has adopted FIN 46 and applied its requirements to all Project Partnerships in which Gateway held an interest. Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics, (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. FIN 46 requires VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE. The primary beneficiary, as is applicable to Gateway's circumstances, is the party in the Project Partnership equity group that is most closely associated with the Project Partnership.

  As of March 31, 2005, Gateway determined that it held variable interests in 143 VIE's, which consist of Project Partnerships, which Gateway is not the primary beneficiary. Gateway's maximum exposure to loss as a result of its involvement with unconsolidated VIE's is limited to Gateway's recorded investments in and receivables from those VIE's, which is approximately $1,017,943 at March 31, 2005. Gateway may be subject to additional losses to the extent of any financial support that Gateway voluntarily provides to those Project Partnerships in the future.

NOTE 3 - INVESTMENT IN SECURITIES:

  The March 31, 2005 Balance Sheet includes Investment in Securities consisting of U.S. Government Security Strips which represents their cost, plus accreted interest income of $80,534 for Series 2, $71,633 for Series 3, $90,753 for Series 4, $113,112 for Series 5 and $89,306 for Series 6. For convenience, the Investment in Securities are commonly held in a brokerage account with Raymond James and Associates, Inc. A separate accounting is maintained for each series' share of the investments.

	Estimated Market Value      ----------------	Cost Plus Accreted Interest     -----------------	Gross Unrealized  Gains and (Losses) ----------------
Series 2	$  127,481	$  124,911	$   2,570
Series 3	113,355	111,106	2,249
Series 4	143,666	140,761	2,905
Series 5	179,006	175,440	3,566
Series 6	154,155	147,439	6,716

As of March 31, 2005, the cost and accreted interest of debt securities by contractual maturities is as follows:

	Series 2 --------	Series 3 --------	Series 4 --------
Due within 1 year	$  63,596	$  56,568	$  71,666
After 1 year through 5 years	61,315 ---------	54,538 ---------	69,095 ---------
Total Amount Carried on   Balance Sheet	$ 124,911 =========	$ 111,106 =========	$ 140,761 =========

	Series 5 --------	Series 6 --------	Total --------
Due within 1 year	$   89,322	$   74,664	$  355,816
After 1 year through 5 years	86,118 ----------	72,775 ----------	343,841 ----------
Total Amount Carried on   Balance Sheet	$  175,440 ==========	$  147,439 ==========	$  699,657 ==========

NOTE 4 - RELATED PARTY TRANSACTIONS:

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

  For the years ended March 31, 2005, 2004 and 2003 the General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses incurred by Gateway as follows:

  Asset Management Fee - The Managing General Partner is entitled to be paid an annual asset management fee equal to 0.25% of the aggregate cost of Gateway's interest in the projects owned by the Project Partnerships. The asset management fee will be paid only after all other expenses of Gateway have been paid. These fees are included in the Statements of Operations.

	2005 ----	2004 ----	2003 ----
Series 2	$  67,609	$  67,822	$  68,021
Series 3	62,717	63,022	62,667
Series 4	77,205	77,448	77,271
Series 5	92,722	95,180	95,480
Series 6	104,509 ---------	104,953 ---------	105,376 ---------
Total	$ 404,762 =========	$ 408,425 =========	$ 408,815 =========

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

	2005 ----	2004 ----	2003 ----
Series 2	$  32,074	$  32,065	$  18,483
Series 3	33,531	33,523	19,323
Series 4	42,279	42,266	24,365
Series 5	52,484	52,470	30,245
Series 6	55,400 --------	55,384 --------	31,926 --------
	$215,768	$215,708	$124,342
Total	========	========	========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

SERIES 2

  As of March 31, 2005, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 22 Project Partnerships which own and operate government assisted multi-family housing complexes.
  Cash flows from operations are allocated according to each Partnership agreement. Upon dissolution proceeds will be distributed according to each Partnership agreement.
  The following is a summary of Investments in Project Partnerships as of:

	MARCH 31, 2005 --------------	MARCH 31, 2004 --------------
Capital Contributions to Project Partner- ships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustment Excess of investment cost over the underlying assets acquired:  Acquisition fees and expenses  Accumulated amortization of acquisition  fees and expenses Investments in Project Partnerships	$ 4,524,678  (4,710,669) (86,005) ----------- (271,996) 390,838  (84,451) ----------- $   34,391  ===========	$ 4,524,678  (4,699,758) (84,405) ----------- (259,485) 390,838  (83,756) ----------- $   47,597  ===========

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $5,027,429 for the year ended March 31, 2005 and cumulative suspended losses of $4,358,678 for the year ended March 31, 2004 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 3

  As of March 31, 2005, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 23 Project Partnerships which own and operate government assisted multi-family housing complexes.
  Cash flows from operations are allocated according to each Partnership agreement. Upon dissolution proceeds will be distributed according to each Partnership agreement.
  The following is a summary of Investments in Project Partnerships as of:

	MARCH 31, 2005 --------------	MARCH 31, 2004 --------------
Capital Contributions to Project Partner- ships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustment Excess of investment cost over the underlying assets acquired:  Acquisition fees and expenses  Accumulated amortization of acquisition  fees and expenses Investments in Project Partnerships	$ 3,888,713  (4,133,478) (164,417) ----------- (409,182) 491,746  (82,564) ----------- $         0  ============	$ 3,888,713  (4,133,478) (164,417) ----------- (409,182) 491,746  (82,564) ----------- $         0  ============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $5,850,760 for the year ended March 31, 2005 and cumulative suspended losses of $5,123,116 for the year ended March 31, 2004 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 4

  As of March 31, 2005, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 29 Project Partnerships which own and operate government assisted multi-family housing complexes.
  Cash flows from operations are allocated according to each Partnership agreement. Upon dissolution proceeds will be distributed according to each Partnership agreement.
  The following is a summary of Investments in Project Partnerships as of:

	MARCH 31, 2005 --------------	MARCH 31, 2004 --------------
Capital Contributions to Project Partner- ships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustment Excess of investment cost over the underlying assets acquired:  Acquisition fees and expenses  Accumulated amortization of acquisition  fees and expenses Investments in Project Partnerships	$ 4,952,519  (5,268,905) (124,819) ----------- (441,205) 562,967  (121,762) ----------- $        0  ===========	$ 4,952,519  (5,268,905) (124,819) ----------- (441,205) 562,967  (121,762) ----------- $        0  ===========

1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $4,920,242 for the year ended March 31, 2005 and cumulative suspended losses of $4,113,695 for the year ended March 31, 2004 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 5

  As of March 31, 2005, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 35 Project Partnerships which own and operate government assisted multi-family housing complexes.
  Cash flows from operations are allocated according to each Partnership agreement. Upon dissolution proceeds will be distributed according to each Partnership agreement.
  The following is a summary of Investments in Project Partnerships as of:

	MARCH 31, 2005 --------------	MARCH 31, 2004 --------------
Capital Contributions to Project Partner- ships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustment Excess of investment cost over the underlying assets acquired:  Acquisition fees and expenses  Accumulated amortization of acquisition fees  and expenses Investments in Project Partnerships	$ 6,010,273  (6,104,694) (196,610) ----------- (291,031) 632,419  (138,983) ----------- $  202,405  ===========	$ 6,164,472  (6,247,828) (196,488) ----------- (279,844) 650,837  (141,363) ----------- $  229,630  ===========

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $5,631,211 for the year ended March 31, 2005 and cumulative suspended losses of $4,928,362 for the year ended March 31, 2004 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

SERIES 6

  As of March 31, 2005, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 38 Project Partnerships which own and operate government assisted multi-family housing complexes.
  Cash flows from operations are allocated according to each Partnership agreement. Upon dissolution proceeds will be distributed according to each Partnership agreement.
  The following is a summary of Investments in Project Partnerships as of:

	MARCH 31, 2005 --------------	MARCH 31, 2004 --------------
Capital Contributions to Project Partner- ships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustment Excess of investment cost over the underlying assets acquired:  Acquisition fees and expenses  Accumulated amortization of acquisition fees  and expenses Investments in Project Partnerships	$ 7,462,215  (7,044,277) (219,390) ----------- 198,548  785,179  (202,580) ----------- $   781,147  ============	$ 7,462,215  (6,979,041) (213,391) ----------- 269,783  785,179  (196,474) ----------- $   858,488  ============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $3,911,618 for the year ended March 31, 2005 and cumulative suspended losses of $3,303,141 for the year ended March 31, 2004 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

TOTAL SERIES 2 - 6

  The following is a summary of Investments in Project Partnerships:

	MARCH 31, 2005 --------------	MARCH 31, 2004 --------------
Capital Contributions to Project Partner- ships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustment Excess of investment cost over the underlying assets acquired:  Acquisition fees and expenses  Accumulated amortization of acquisition  fees and expenses Investments in Project Partnerships	$ 26,838,398  (27,262,023) (791,241) ----------- (1,214,866) 2,863,149  (630,340) ----------- $ 1,017,943  ===========	$ 26,992,597  (27,329,010) (783,520) ----------- (1,119,933) 2,881,567  (625,919) ----------- $ 1,135,715  ===========

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

	DECEMBER 31,
SERIES 2	2004  -------	2003  -------	2002  -------
SUMMARIZED BALANCE SHEETS Assets:   Current assets   Investment properties, net   Other assets     Total assets Liabilities and Partners' Equity:   Current liabilities   Long-term debt     Total liabilities Partners' equity   Limited Partner   General Partners     Total Partners' equity     Total liabilities and     partners' equity SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses:   Operating expenses   Interest expense   Depreciation and amortization     Total expenses       Net loss Other partners' share of net loss Partnership's share of net loss Suspended losses Equity in Losses of Project Partnerships	(Unaudited) $ 1,968,967  15,779,910  770  ------------ $17,749,647  ============ $   483,214  22,746,522  ------------ 23,229,736  ------------ (5,354,226) (125,863) ------------ (5,480,089) ------------ $17,749,647  ============ $ 4,270,346  ------------ 2,079,978  2,007,179  869,716  ------------ 4,956,873  ------------ $ (686,527) ============ $   (6,865) ============ $ (679,662) 668,751  ------------ $  (10,911) ============	(Unaudited) $ 1,968,746  16,592,073  12,876  ------------ $18,573,695  ============ $   503,026  22,832,568  ------------ 23,335,594  ------------ (4,660,463) (101,436) ------------ (4,761,899) ------------ $18,573,695  ============ $ 4,224,657  ------------ 2,102,111  2,011,686  865,601  ------------ 4,979,398  ------------ $ (754,741) ============ $   (7,547) ============ $ (747,194) 738,710  ------------ $   (8,484) ============	(Unaudited) $ 1,996,703  17,389,222  30,833  ------------ $19,416,758  ============ $   479,598  22,911,635  ------------ 23,391,233  ------------ (3,898,565) (75,910) ------------ (3,974,475) ------------ $19,416,758  ============ $ 4,185,769  ------------ 2,005,732  2,019,497  864,473  ------------ 4,889,702  ------------ $ (703,933) ============ $   (7,039) ============ $ (696,894) 679,270  ------------ $  (17,624) ============

As of December 31, 2004, the largest Project Partnership constituted 12.0% and 13.7%, and as of December 31, 2003 the largest Project Partnership constituted 12.2% and 14.5% of the combined total assets by series and combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

	DECEMBER 31,
SERIES 3	2004  -------	2003  -------	2002  -------
SUMMARIZED BALANCE SHEETS Assets:   Current assets   Investment properties, net   Other assets     Total assets Liabilities and Partners' Equity:   Current liabilities   Long-term debt     Total liabilities Partners' equity   Limited Partner   General Partners     Total Partners' equity     Total liabilities and     partners' equity SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses:   Operating expenses   Interest expense   Depreciation and amortization     Total expenses       Net loss Other partners' share of net loss Partnership's share of net loss Suspended losses Equity in Losses of Project Partnerships	(Unaudited) $ 2,560,603  12,872,999  166,839  ----------- $15,600,441  =========== $   508,518  21,412,108  ----------- 21,920,626  ----------- (6,676,166) 355,981  ----------- (6,320,185) ----------- $15,600,441  ============ $ 4,301,073  ----------- 2,100,539  1,967,487  973,367  ----------- 5,041,393  ----------- $  (740,320) ============ $   (12,676) ============ $  (727,644) 727,644  ----------- $         0  ============	(Unaudited) $ 2,528,204  13,784,914  175,280  ----------- $16,488,398  =========== $   482,162  21,535,458  ----------- 22,017,620  ----------- (5,924,969) 395,747  ----------- (5,529,222) ----------- $16,488,398  ============ $ 4,123,334  ----------- 1,961,831  1,894,630  983,259  ----------- 4,839,720  ----------- $  (716,386) ============ $   (11,723) ============ $  (704,663) 699,526  ----------- $    (5,137) ============	(Unaudited) $ 2,494,464  14,677,423  207,241  ----------- $17,379,128  =========== $   767,216  21,388,284  ----------- 22,155,500  ----------- (5,199,220) 422,848  ----------- (4,776,372) ----------- $17,379,128  ============ $ 3,894,384  ----------- 1,846,763  1,705,335  961,550  ----------- 4,513,648  ----------- $  (619,264) ============ $   (10,391) ============ $  (608,873) 583,368  ----------- $   (25,505) ============

As of December 31, 2004, the largest Project Partnership constituted 8.5% and 6.4%, and as of December 31, 2003 the largest Project Partnership constituted 8.4% and 6.7% of the combined total assets by series and combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

	DECEMBER 31,
SERIES 4	2004  -------	2003  -------	2002  -------
SUMMARIZED BALANCE SHEETS Assets:   Current assets   Investment properties, net   Other assets     Total assets Liabilities and Partners' Equity:   Current liabilities   Long-term debt     Total liabilities Partners' equity   Limited Partner   General Partners     Total Partners' equity     Total liabilities and     partners' equity SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses:   Operating expenses   Interest expense   Depreciation and amortization     Total expenses       Net loss Other partners' share of net loss Partnership's share of net loss Suspended losses Equity in Losses of Project Partnerships	(Unaudited) $ 2,310,917  20,049,998  33,120  ----------- $22,394,035  =========== $   910,446  26,191,312  ----------- 27,101,758  ----------- (5,435,023) 727,300  ----------- (4,707,723) ----------- $22,394,035  ============ $ 4,938,004  ----------- 2,576,638  2,138,281  1,045,249  ----------- 5,760,168  ----------- $  (822,164) =========== $   (15,617) =========== $  (806,547) 806,547  ----------- $        0  ===========	(Unaudited) $ 2,246,924  21,023,533  20,390  ----------- $23,290,847  =========== $   864,424  26,289,686  ----------- 27,154,110  ----------- (4,611,405) 748,142  ----------- (3,863,263) ----------- $23,290,847  ============ $ 4,832,351  ----------- 2,432,823  2,096,318  1,045,416  ----------- 5,574,557  ----------- $  (742,206) =========== $    (9,779) =========== $  (732,427) 723,664  ----------- $    (8,763) ===========	(Unaudited) $ 2,096,991  21,967,065  98,167  ----------- $24,162,223  =========== $ 1,042,776  26,217,878  ----------- 27,260,654  ----------- (3,856,877) 758,446  ----------- (3,098,431) ----------- $24,162,223  ============ $ 4,729,907  ----------- 2,278,471  2,111,419  1,044,807  ----------- 5,434,697  ----------- $  (704,790) =========== $    (8,990) =========== $  (695,800) 618,143  ----------- $   (77,657) ===========

As of December 31, 2004, the largest Project Partnership constituted 7.8% and 5.8%, and as of December 31, 2003 the largest Project Partnership constituted 7.8% and 5.6% of the combined total assets by series and combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of
December 31 of each year:

	DECEMBER 31,
SERIES 5	2004  -------	2003  ------	2002  -------
SUMMARIZED BALANCE SHEETS Assets:   Current assets   Investment properties, net   Other assets     Total assets Liabilities and Partners' Equity:   Current liabilities   Long-term debt     Total liabilities Partners' equity   Limited Partner   General Partners     Total Partners' equity     Total liabilities and     partners' equity SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Gain on Sale     Total Income Expenses:   Operating expenses   Interest expense   Depreciation and amortization     Total expenses       Net loss Other partners' share of net loss Partnership's share of net loss Suspended losses Equity in Income (Losses) of Project Partnerships	(Unaudited) $ 3,075,902  22,749,373  51,964  ----------- $25,877,239  ============ $   736,200  31,392,413  ----------- 32,128,613  ----------- (5,930,379) (320,995) ----------- (6,251,374) ----------- $25,877,239  ============ $ 5,792,482  227,407  ----------- 6,019,889  ----------- 3,096,406  2,229,541  1,247,246  ----------- 6,573,193  ----------- $  (553,304) ============ $    (7,807) ============ $  (545,497) 746,794  ----------- $   201,297  ============	(Unaudited) $ 3,058,047  24,492,694  2,286  ----------- $27,553,027  ============ $   807,429  32,229,915  ----------- 33,037,344  ----------- (5,197,812) (286,505) ----------- (5,484,317) ----------- $27,553,027  ============ $ 5,575,579  0  ----------- 5,575,579  ----------- 3,119,514  2,250,016  1,276,928  ----------- 6,646,458  ----------- $(1,070,879) ============ $   (10,709) ============ $(1,060,170) 926,465  ----------- $  (133,705) ============	(Unaudited) $ 2,992,231  25,673,688  133,044  ----------- $28,798,963  ============ $   803,333  32,351,185  ----------- 33,154,518  ----------- (4,110,580) (244,975) ----------- (4,355,555) ----------- $28,798,963  ============ $ 5,359,025  0  ----------- 5,359,025  ----------- 2,910,555  2,121,354  1,280,622  ----------- 6,312,531  ----------- $  (953,506) ============ $    (9,535) ============ $  (943,971) 784,479  ----------- $  (159,492) ============

As of December 31, 2004, the largest Project Partnership constituted 8.3% and 8.0%, and as of December 31, 2003 the largest Project Partnership constituted 7.9% and 8.2% of the combined total assets by series and combined total revenues by series, respectively.

  One of the Project Partnerships, Highland View, LP, sold its property in December 2004. The sale of the property resulted in a gain allocated to Gateway of $227,407. Gateway received sale proceeds totaling $157,127, which will be distributed to the Limited Partners at $18.24 per limited partnership unit. Gateway had previously suspended losses reported by this Project Partnership in conformity with its policy to not record losses which reduce the investment below zero. As a result of the net increase in the investment from the sale transaction.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

Gateway was able to recognize $43,945 in suspended losses. Gateway's ending investment in this Project Partnership, after adjusting for the gain on sale, cash proceeds received and suspended losses, was $21,574, which is reported as a loss on disposition in the Combined Statements of Operations.

  In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of
December 31 of each year:

	DECEMBER 31,
SERIES 6	2004  -------	2003  -------	2002  -------
SUMMARIZED BALANCE SHEETS Assets:   Current assets   Investment properties, net   Other assets     Total assets Liabilities and Partners' Equity:   Current liabilities   Long-term debt     Total liabilities Partners' equity   Limited Partner   General Partners     Total Partners' equity     Total liabilities and     partners' equity SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses:   Operating expenses   Interest expense   Depreciation and amortization     Total expenses       Net loss Other partners' share of net loss Partnership's share of net loss Suspended losses Equity in Losses of Project Partnerships	(Unaudited) $ 4,075,629  27,082,558  3,934  ------------ $31,162,121  =========== $   760,481  34,688,448  ------------ 35,448,929  ------------ (3,799,474) (487,334) ------------ (4,286,808) ------------ $31,162,121  ============ $ 6,536,265  ------------ 3,184,179  2,666,928  1,367,028  ------------ 7,218,135  ------------ $  (681,870) ============ $    (8,157) ============ $  (673,713) 608,477  ------------ $   (65,236) ============	(Unaudited) $ 3,748,484  28,314,923  17,884  ------------ $32,081,291  =========== $   733,479  34,867,631  ------------ 35,601,110  ------------ (3,085,785) (434,034) ------------ (3,519,819) ------------ $32,081,291  ============ $ 6,361,139  ------------ 3,026,245  2,684,574  1,357,379  ------------ 7,068,198  ------------ $  (707,059) ============ $    (8,150) ============ $  (698,909) 550,411  ------------ $  (148,498) ============	(Unaudited) $ 3,483,867  29,526,496  21,090  ------------ $33,031,453  =========== $   729,972  35,038,427  ------------ 35,768,399  ------------ (2,353,217) (383,729) ------------ (2,736,946) ------------ $33,031,453  ============ $ 5,978,366  ------------ 2,948,945  2,478,366  1,361,813  ------------ 6,789,124  ------------ $  (810,758) ============ $    (9,624) ============ $  (801,134) 591,184  ------------ $  (209,950) ============

As of December 31, 2004, the largest Project Partnership constituted 6.4% and 6.5%, and as of December 31, 2003 the largest Project Partnership constituted 6.5% and 6.5% of the combined total assets by series and combined total revenues by series, respectively.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of
December 31 of each year:

	DECEMBER 31,
TOTAL SERIES 2 - 6	2004  -------	2003  -------	2002  -------
SUMMARIZED BALANCE SHEETS Assets:   Current assets   Investment properties, net   Other assets     Total assets Liabilities and Partners' Equity:   Current liabilities   Long-term debt     Total liabilities Partners' equity   Limited Partner   General Partners     Total Partners' equity     Total liabilities and     partners' equity SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Gain on Sale     Total Income Expenses:   Operating expenses   Interest expense   Depreciation and amortization     Total expenses       Net loss Other partners' share of net loss Partnership's share of net loss Suspended losses Equity in Income (Losses) of Project Partnerships	(Unaudited) $ 13,992,018  98,534,838  256,627  ------------- $112,783,483  ============= $  3,398,859  136,430,803  ------------ 139,829,662  ------------ (27,195,268) 149,089  ------------ (27,046,179) ------------ $112,783,483  ============= $ 25,838,170  227,407  ------------ 26,065,577  ------------ 13,037,740  11,009,416  5,502,606  ------------ 29,549,762  ------------ $ (3,484,185) ============= $    (51,122) ============= $ (3,433,063) 3,558,213  ------------ $    125,150  =============	(Unaudited) $ 13,550,405  104,208,137  228,716  ------------- $117,987,258  ============= $  3,390,520  137,755,258  ------------ 141,145,778  ------------ (23,480,434) 321,914  ------------ (23,158,520) ------------ $117,987,258  ============= $ 25,117,060  0  ------------ 25,117,060  ------------ 12,642,524  10,937,224  5,528,583  ------------ 29,108,331  ------------ $ (3,991,271) ============= $    (47,908) ============= $ (3,943,363) 3,638,776  ------------ $   (304,587) =============	(Unaudited) $ 13,064,256  109,233,894  490,375  ------------- $122,788,525  ============= $  3,822,895  137,907,409  ------------ 141,730,304  ------------ (19,418,459) 476,680  ------------ (18,941,779) ------------ $122,788,525  ============= $ 24,147,451  0  ------------ 24,147,451  ------------ 11,990,466  10,435,971  5,513,265  ------------ 27,939,702  ------------ $ (3,792,251) ============= $    (45,579) ============= $ (3,746,672) 3,256,444  ------------ $   (490,228) =============

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

  The Partnership's equity by Series as reflected by the Project Partnerships differs from the Partnership's Investments in Project Partnerships before acquisition fees and expenses and amortization by Series primarily because of suspended losses on the Partnerships books and differences in the accounting treatment of miscellaneous items.

  By Series these differences are as follows:

	Equity Per Project Partnership    ------------------	Equity Per Partnership ----------------------
Series 2	$ (5,354,226)	$  (271,966)
Series 3	(6,676,166)	(409,182)
Series 4	(5,435,023)	(441,205)
Series 5	(5,930,379)	(291,031)
Series 6	(3,799,474)	198,548

NOTE 6 - TAXABLE INCOME (LOSS):

  The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Partnership income (loss) for tax purposes:

SERIES 2	2005 ----	2004 ----	2003 ----
Net Loss per Financial Statements	$  (97,520)	$  (92,200)	$  (85,230)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes	(797,850)	(856,310)	(796,760)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	1,376	8,988	964
Items Expensed for Financial Statement purposes not expensed for Tax purposes:   Asset Management Fee   Amortization Expense   Other Adjustments	53,428  696  (14,217) -----------	12,850  696  (18,415) -----------	35,197  (131) (10,860) -----------
Partnership loss for tax purposes as of December 31	$  (854,087) ============	$  (944,391) ============	$  (856,820) ============
	December 31, 2004    ------------	December 31, 2003    ------------	December 31, 2002    ------------
Federal Low Income Housing Tax Credits (Unaudited)	$       892  ============	$       892  ============	$    17,131  ============

The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the yearended March 31, 2005 are as follows:
                              Financial      Tax
                              Reporting      Reporting
                              Purposes       Purposes          Differences

Investments in Local
  Limited Partnerships       $    34,391     $(6,549,304)     $ 6,583,695

Other Assets        $   359,915     $ 1,096,825      $  (736,910)

Liabilities                  $   576,689     $     4,049      $   572,640

NOTE 6 - TAXABLE INCOME (LOSS)(Continued):

  The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Partnership income (loss) for tax purposes:

SERIES 3	2005 ----	2004 ----	2003 ----
Net Loss per Financial Statements	$   (77,647)	$   (77,243)	$   (82,729)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes	(752,598)	(762,553)	(622,341)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	2,140	18,639	426
Items Expensed for Financial Statement purposes not expensed for Tax purposes:   Asset Management Fee   Amortization Expense   Other Adjustments	67,931  129  (20,866) -----------	17,077  63  (37,484) -----------	25,116  1,120  (19,990) -----------
Partnership loss for tax purposes as of December 31	$  (780,911) ============	$  (841,501) ============	$  (698,398) ============
	December 31, 2004    ------------	December 31, 2003    ------------	December 31, 2002    ------------
Federal Low Income Housing Tax Credits (Unaudited)	$        0  ============	$      941  ============	$    7,517  ============

  The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2005 are as follows:
                                   Financial  Tax
                                   Reporting  Reporting
                                   Purposes  Purposes  Differences

Investments in Local
  Limited Partnerships         $       0      $(6,099,083)   $6,099,083

Other Assets                   $ 329,653      $   987,524    $ (657,871)

Liabilities                    $ 479,749      $     4,161    $  475,588

NOTE 6 - TAXABLE INCOME (LOSS)(Continued):

  The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Partnership income (loss) for tax purposes:

SERIES 4	2005 ----	2004 ----	2003 ----
Net Loss per Financial Statements	$  (102,967)	$   (98,159)	$  (160,313)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes	(907,174)	(825,899)	(827,686)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	(971)	18,236	1,588
Items Expensed for Financial Statement purposes not expensed for Tax purposes:   Asset Management Fee   Amortization Expense   Other Adjustments	79,874  (256) (14,332) -----------	37,611  (802) (40,257) -----------	35,743  2,947  (15,207) -----------
Partnership loss for tax purposes as of December 31	$  (945,826) ============	$  (909,270) ============	$  (962,928) ============
	December 31, 2004    ------------	December 31, 2003    ------------	December 31, 2002    ------------
Federal Low Income Housing Tax Credits (Unaudited)	$     1,484  ============	$     8,520  ============	$    20,620  ============

  The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2005 are as follows:
                                Financial  9;   Tax
                                 Reporting  9;  Reporting
                                 Purposes   9;  Purposes          Differences

Investments in Local
  Limited Partnerships        $        0      $ (7,213,834)     $ 7,213,834

Other Assets                  $  445,208      $  1,282,235      $  (837,027)

Liabilities                   $  624,704      $      6,719      $   617,985

NOTE 6 - TAXABLE INCOME (LOSS)(Continued):

  The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Partnership income (loss) for tax purposes:

SERIES 5	2005 ----	2004 ----	2003 ----
Net Income (Loss) per Financial Statements	$    15,153	$  (265,039)	$  (261,993)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes	(948,134)	(996,157)	(886,046)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	(7,065)	20,717	4,599
Items Expensed for Financial Statement purposes not expensed for Tax purposes:   Asset Management Fee   Amortization Expense   Other Adjustments	(58,836) 4,380  (46,206) -----------	19,420  4,576  (34,151) -----------	41,264  5,110  (21,532) -----------
Partnership loss for tax purposes as of December 31	$(1,040,708) ============	$(1,250,634) ============	$(1,118,598) ============
	December 31, 2004    ------------	December 31, 2003    ------------	December 31, 2002    ------------
Federal Low Income Housing Tax Credits (Unaudited)	$    20,278  ============	$    75,409  ============	$   471,321  ============

  The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2005 are as follows:
                                 Financial     Tax
                                 Reporting     Reporting
                                 Purposes      Purposes          Differences

Investments in Local
  Limited Partnerships          $ 202,405        $(7,218,248)     $ 7,420,653
Other Assets                    $ 570,926        $ 1,607,629      $(1,036,703)

Liabilities                     $ 649,471        $     6,156      $   643,315

NOTE 6 - TAXABLE INCOME (LOSS)(Continued):

  The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Partnership income (loss) for tax purposes:

SERIES 6	2005 ----	2004 ----	2003 ----
Net Loss per Financial Statements	$  (198,709)	$  (294,767)	$  (334,594)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes	(849,870)	(788,055)	(805,019)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	3,894	12,119	5,776
Items Expensed for Financial Statement purposes not expensed for Tax purposes:   Asset Management Fee   Amortization Expense   Other Adjustments	111,482  8,034  (36,754) ------------	34,124  8,478  (28,421) ------------	53,540  6,552  (17,654) ------------
Partnership loss for tax purposes as of December 31	$   961,923  ============	$(1,056,522) ============	$(1,091,399) ============
	December 31, 2004    -----------	December 31, 2003    -----------	December 31, 2002    -----------
Federal Low Income Housing Tax Credits (Unaudited)	$    38,926  ============	$   154,714  ============	$ 1,311,025  ============

  The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2005 are as follows:
                                      Financial  Tax
                                      Reporting  Reporting
                                      Purposes   Purposes   9;     Differences

Investments in Local
  Limited Partnerships          $  781,147         $(5,862,980)    $ 6,644,127

Other Assets                    $  592,890         $ 1,780,281     $(1,187,391)

Liabilities                     $  805,543         $     6,824     $   798,719

NOTE 6 - TAXABLE INCOME (LOSS)(Continued):

  The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Partnership income (loss) for tax purposes:

TOTAL SERIES 2 - 6	2005 ----	2004 ----	2003 ----
Net Loss per Financial Statements	$  (461,690)	$  (827,408)	$  (924,859)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes	(4,255,626)	(4,228,974)	(3,937,852)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	(626)	78,699	13,353
Items Expensed for Financial Statement purposes not expensed for Tax purposes:   Asset Management Fee   Amortization Expense   Other Adjustments	253,879  12,983  (132,375) -----------	121,082  13,011  (158,728) -----------	190,860  15,598  (85,243) -----------
Partnership loss for tax purposes as of December 31	$(4,583,455) ============	$(5,002,318) ============	$(4,728,143) ============

  The difference in the total value of the Partnership's Investment in Project Partnerships is approximately $6,583,695 higher for Series 2, $6,099,083 higher for Series 3, $7,213,834 higher for Series 4, $7,420,653 higher for Series 5 and $6,644,127 higher for Series 6 for financial reporting purposes than for tax return purposes because (i) there were depreciation differences between financial reporting purposes and tax return purposes and (ii) certain expenses are not deductible for tax return purposes.

  The differences in the assets and liabilities of the Fund for financial reporting purposes and tax reporting purposes for the year ended March 31, 2005 are as follows:
                                 Financial  Tax
                                 Reporting  Reporting
                                 Purposes   Purposes         Differences

Investments in Local
  Limited Partnerships       $1,017,943      $(32,943,449)    $33,961,392

Other Assets                 $2,298,592      $  6,754,494     $(4,455,902)

Liabilities                  $3,136,156      $     27,909     $ 3,108,247

NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

Series 2
Year 2005                Quarter 1      Quarter 2     Quarter 3     Quarter 4
                         6/30/2004     9/30/2004     12/31/2004    3/31/2005

Total Revenues           $   3,945     $        0    $   3,702     $   6,291

Net Income (Loss)        $ (23,076)    $  (41,293)   $ (28,733)    $  (4,418)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (3.72)     $   (6.66)    $  (4.64)     $   (.71)


Series 3
Year 2005                Quarter 1      Quarter 2     Quarter 3     Quarter 4
                         6/30/2004     9/30/2004    12/31/2004     3/31/2005

Total Revenues           $   9,002     $        0   $   5,380      $   4,399

Net Income (Loss)        $ (12,843)    $  (27,395)  $ (17,660)     $ (19,749)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (2.33)     $   (4.97)   $  (3.21)     $   (3.58)


Series 4
Year 2005                Quarter 1Quarter 2     Quarter 3     Quarter 4
                         6/30/2004      9/30/2004     12/31/2004     3/31/2005

Total Revenues           $   4,944      $   5,693     $   1,884      $   3,660

Net Income (Loss)        $ (22,017)     $ (28,145)    $ (26,708)     $ (26,097)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (3.15)     $   (4.03)     $  (3.82)      $  (3.74)

NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued):

Series 5
Year 2005 #9;                  Quarter 1      Quarter 2      Quarter 3     Quarter 4
                           6/30/2004     9/30/2004     12/31/2004     3/31/2005

Total Revenues            $   7,658     $   8,902     $   2,172      $   8,931

Net Income (Loss)         $ (34,298)    $ (39,929)    $ (37,000)     $ 126,380

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding  $   (3.94)    $   (4.59)    $   (4.25)     $    6.07


Series 6
Year 2005 #9;                 Quarter 1     Quarter 2     Quarter 3     Quarter 4
                          6/30/2004     9/30/2004     12/31/2004     3/31/2005

Total Revenues            $   7,557     $   9,396     $  10,174     $   4,912

Net Income (Loss)         $ (49,952)    $ (46,487)    $ (48,996)    $ (53,274)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding  $   (4.89)    $   (4.55)    $   (4.81)    $   (5.22)


Series 2 - 6
Year 2005                  Quarter 1     Quarter 2     Quarter 3     Quarter 4
                          6/30/2004     9/30/2004     12/31/2004     3/31/2005

Total Revenues            $  33,106     $  23,991     $  23,312      $  28,493

Net Income (Loss)         $(142,186)    $(183,249)    $(159,097)     $  22,842

NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued):

Series 2
Year 2004                Quarter 1      Quarter 2     Quarter 3     Quarter 4
                         6/30/2003     9/30/2003     12/31/2003    3/31/2004

Total Revenues           $       0     $    1,957    $   3,793     $   7,070

Net Income (Loss)        $ (38,406)    $  (28,418)   $ (24,264)    $  (1,112)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (6.20)     $   (4.59)    $  (3.91)     $   (.18)


Series 3
Year 2004                Quarter 1      Quarter 2     Quarter 3     Quarter 4
                         6/30/2003     9/30/2003    12/31/2003     3/31/2004

Total Revenues           $   6,205     $   10,112   $       0      $   6,484

Net Income (Loss)        $ (21,261)    $  (14,615)  $ (23,305)     $ (18,062)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (3.86)     $   (2.65)   $  (4.23)     $   (3.28)


Series 4
Year 2004                Quarter 1Quarter 2     Quarter 3     Quarter 4
                         6/30/2003      9/30/2003     12/31/2003     3/31/2004

Total Revenues           $   6,563      $  19,578     $       0      $   1,819

Net Income (Loss)        $ (30,836)     $ (13,103)    $ (29,743)     $ (24,477)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (4.41)     $   (1.88)     $  (4.26)      $  (3.50)

NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued):

Series 5
Year 2004 #9;              Quarter 1     Quarter 2      Quarter 3     Quarter 4
                           6/30/2003     9/30/2003     12/31/2003     3/31/2004

Total Revenues            $  12,492     $       0     $     750      $   3,739

Net Income (Loss)         $ (46,203)    $ (78,011)    $ (71,278)     $ (69,547)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding  $   (5.31)    $   (8.96)    $   (8.19)     $   (7.99)


Series 6
Year 2004 #9;             Quarter 1     Quarter 2     Quarter 3     Quarter 4
                          6/30/2003     9/30/2003     12/31/2003     3/31/2004

Total Revenues            $   3,514     $   6,988     $   1,000     $   9,627

Net Income (Loss)         $(107,395)    $ (45,853)    $(116,673)    $ (24,846)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding  $  (10.52)    $   (4.49)    $  (11.43)    $   (2.44)


Series 2-6
Year 2004                  Quarter 1     Quarter 2     Quarter 3     Quarter 4
                          6/30/2003     9/30/2003     12/31/2003     3/31/2004

Total Revenues            $  28,774     $  38,635     $   5,543      $  28,739

Net Income (Loss)         $(244,101)    $(180,000)    $(265,263)     $(138,044)

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 256-543-3707
FAX: 256-543-9800

                                   INDEPENDENT AUDITORS' REPORT
                                   -----------------------------

To the Partners
Sylacauga Heritage Apartments Ltd.
Sylacauga, Alabama

We have audited the accompanying balance sheets of Sylacauga Heritage Apartments, Ltd., a limited partnership, as of December 31, 2004 and 2003, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted the audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that the audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sylacauga Heritage Apartments, Ltd., as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 and 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants
Gadsden, Alabama
February 10, 2005

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 256-543-3707
FAX: 256-543-9800

                               INDEPENDENT AUDITORS' REPORT
                              ------------------------------

To the Partners
Lakeshore Apartments Ltd.
Tuskegee, Alabama

We have audited the accompanying balance sheets of Lakeshore Apartments, Ltd., a limited partnership, as of December 31, 2004 and 2003, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted the audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that the audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lakeshore Apartments, Ltd., as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 and 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants
Gadsden, Alabama
February 27, 2005

Donald W. Causey & Associates, P.C.
16 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 256-543-3707
FAX: 256-543-9800

                               INDEPENDENT AUDITORS' REPORT
                              ------------------------------

To the Partners
Countrywood Apartments Ltd.
Centerville, Alabama

We have audited the accompanying balance sheets of Countrywood Apartments, Ltd., a limited partnership, as of December 31, 2004 and 2003, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted the audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that the audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Countrywood Apartments, Ltd., as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 and 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountant

Gadsden, Alabama
February 24, 2005

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 256-543-3707
FAX: 256-543-9800

                                INDEPENDENT AUDITORS' REPORT
                             --------------------------------

To the Partners
Wildwood Apartments Ltd.
Pineville, Louisiana

We have audited the accompanying balance sheets of Wildwood Apartments, Ltd., a limited partnership, as of December 31, 2004 and 2003, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted the audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that the audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wildwood Apartments, Ltd., as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 and 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants
Gadsden, Alabama
February 24, 2005

Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 256-543-3707
FAX: 256-543-9800

                                INDEPENDENT AUDITORS' REPORT
                              --------------------------------

To the Partners
Meadowcrest Apartments Ltd.
Luverne, Alabama

We have audited the accompanying balance sheets of Meadowcrest Apartments, Ltd., a limited partnership, as of December 31, 2004 and 2003, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted the audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that the audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Meadowcrest Apartments, Ltd., as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 and 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants
Gadsden, Alabama
February 27, 2005

SIGNATURES

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

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

Date: January 20, 2006            By:/s/ Ronald M. Diner
                                  Ronald M. Diner
                                  President



Date: January 20, 2006            By:/s/ Jonathan Oorlog
                                  Jonathan Oorlog
                                  Vice President and Chief Financial Officer



Date: January 20, 2006            By:/s/ Sandra C. Humphreys
                                  Sandra C. Humphreys
                                  Secretary and Treasurer

EXHIBIT 31.1

CERTIFICATIONS*

I, Ron Diner, certify that:

1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund II, Ltd.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information include in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: January 20, 2006           By:/s/ Ronald M. Diner
                                 Ronald M. Diner
                                 President

EXHIBIT 31.2

CERTIFICATIONS*

I, Jonathan Oorlog, certify that:

1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund II, Ltd.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information include in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: January 20, 2006           By:/s/ Jonathan Oorlog
                                 Jonathan Oorlog
                                 Vice President and Chief Financial Officer