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, 2002                       

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)573-3800             

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, 2002
Beneficial Assignee Certificates                        2,258
General Partner Interest                                    2

PART I

Item 1.  Business

   Gateway Tax Credit Fund II Ltd. ("Gateway") is a Florida Limited Partnership. The general partners are Raymond James Tax Credit Funds, Inc., the Managing General Partner, and Raymond James Partners, Inc., both sponsors of Gateway Tax Credit Fund II Ltd. and wholly-owned subsidiaries of Raymond James Financial, Inc.

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

   Gateway is engaged in only one industry segment, to acquire limited partnership interests in unaffiliated limited partnerships ("Project Partnerships"), each of which owns and operates one or more apartment complexes eligible for Low-Income Housing Tax Credits under Section 42 of the Internal Revenue Code ("Tax Credits"), received over a ten year period. Subject to certain limitations, Tax Credits may be used by Gateway's investors to reduce their income tax liability generated from other income sources. Gateway will terminate on December 31, 2040, or sooner, in accordance with the terms of its Limited Partnership Agreement. As of March 31, 2002, Gateway had received capital contributions of $1,000 from the General Partners and $37,228,000 from Assignees.

   Gateway offered BACs in five series. BACs in the amounts of $6,136,000, $5,456,000, $6,915,000, $8,616,000 and $10,105,000 for Series 2, 3, 4, 5, and 6, respectively had been issued as of March 31, 2002. Each series is treated as a separate partnership, investing in a separate and distinct pool of Project Partnerships. Net proceeds from each series were used to acquire Project Partnerships which are specifically allocated to such series. Income or loss and all tax items from the Project Partnerships acquired by each series are specifically allocated among the Assignees of such series.

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

   As of March 31, 2002, Gateway had invested in 22 Project Partnerships for Series 2, 23 Project Partnerships for Series 3, 29 Project Partnerships for Series 4, 36 Project Partnerships for Series 5 and 38 Project Partnerships for Series 6. Gateway acquired its interests in these properties by becoming a limited partner in the Project Partnerships that own the properties. As of March 31, 2002 each series was fully invested in Project Partnerships and management plans no new investments in the future.

   The primary source of funds from the inception of each series has been the capital contributions from Assignees. Gateway's operating costs are funded using the reserves, established for this purpose, the interest earned on these reserves and distributions received from Project Partnerships.

   All but two of the Project Partnerships are government subsidized with mortgage loans from the Farmers Home Administration (now called United States Department of Agriculture- Rural Development) ("USDA-RD") under Section 515 of the Housing Act of 1949. These mortgage loans are made at low interest rates for multi-family housing in rural and suburban areas, with the requirement that the interest savings be passed on to low income tenants in the form of lower rents. A significant portion of the project partnerships also receive rental assistance from USDA-RD to subsidize certain qualifying tenants.

   The General Partners do not believe the Project Partnerships are subject to the risks generally associated with conventionally financed nonsubsidized apartment

properties. Risks related to the operations of Gateway are described in detail on pages 23 through 34 of the Prospectus, as supplemented, under the Caption "Risk Factors" which is incorporated herein by reference. The investment objectives of Gateway are to:

   1)  Provide tax benefits to Assignees in the form of Tax Credits during the        period in which each Project is eligible to claim tax credits;

   2)  Preserve and protect the capital contribution of Investors;

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

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

   The investment objectives and policies of Gateway are described in detail on pages 34 through 40 of the Prospectus, as supplemented, under the caption "Investment Objectives and Policies" which is incorporated herein by reference.

   Gateway's goal was to invest in a diversified portfolio of Project Partnerships located in rural and suburban locations with a high demand for low income housing. As of March 31, 2002 the investor capital contributions were successfully invested in Project Partnerships, which met the investment criteria. Management anticipates that competition for tenants will only be with other low income housing projects and not with conventionally financed housing. With significant number of rural American households living below the poverty level in substandard housing, management believes there will be a continuing demand for affordable low income housing for the foreseeable future.

   Gateway has no direct employees. Services are performed by the Managing General Partner and its affiliates and by agents retained by it. The Managing General Partner has full and exclusive discretion in management and control of Gateway.

Item 2.  Properties

   Gateway owns a majority interest in properties through its limited partnership investments in Project Partnerships. The largest single investment in a Project Partnership in Series 2 is 12.2% of the Series' total assets, Series 3 is 6.6%, Series 4 is 6.3%, Series 5 is 8.1% and Series 6 is 6.5%. The following table provides certain summary information regarding the Project Partnerships in which Gateway had an interest as of December 31, 2001:

Item 2 - Properties (continued):

SERIES 2

The aggregate average effective rental per unit is $3,576 per year ($298 per month).

Inverness Club Ltd.'s fixed asset total is 12.2% of the Series 2 total Project Partnership fixed assets. Inverness Club was placed in service in October 1991, is located on Florida's West Coast and operates as a low-income 72 unit apartment facility for the elderly. It also offers an optional congregate services package to all tenants. The property competes for tenants with six other apartment properties in the area. The market study estimated a demand for 100 elderly units.

Inverness Club's occupancy rate was 85% and its average effective annual rental per unit was $4,879 ($407 per month) on December 31, 2001. The land cost was $205,500 and the building cost was $3,291,324. The building is depreciated using the straight line method over 27.5 years. Management believes the property insurance coverage is adequate. For the year ended December 31, 2001 the real estate taxes were $64,300.

The average effective rental per unit is $3,158 per year ($263 per month).

Item 2 - Properties (continued):

SERIES 4

The average effective rental per unit is $3,475 per year ($290 per month).

Item 2 - Properties (continued):

SERIES 5

The average effective rental per unit is $3,355 per year ($280 per month).

Item 2 - Properties (continued):

SERIES 6

The average effective rental per unit is $3,589 per year ($299 per month).

Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 2001, 2000 and 1999 is as follows:

         12/31/01

         12/31/00

                                            12/31/99

Item 3. Legal Proceedings

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

Item 4. Submission of Matters to a Vote of Security Holders

  As of March 31, 2002, no matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

Item 5. Market for the Registrant's Securities and Related Security Holder Matters

(a)  Gateway's Limited Partnership interests (BACs) are not publicly traded. There is no market for Gateway's Limited Partnership interests and it is unlikely that any will develop. No transfers of Limited Partnership Interest or BAC Units are permitted without the prior written consent of the Managing General Partner. There have been several transfers from inception to date with most being from individuals to their trusts or heirs. The Managing General Partner is not aware of the price at which the units are transferred. The conditions under which investors may transfer units is found under ARTICLE XII - "Issuance of BAC'S" on pages A-29 and A-30 of the Limited Partnership Agreement within the Prospectus, which is incorporated herein by reference.

     There have been no distributions to Assignees from inception to date.

(b)  Approximate Number of Equity Security Holders:

Title of Class                                    Number of Holders
                                                as of March 31, 2002
Beneficial Assignee Certificates                        2,258
General Partner Interest                                  2

Item 6. Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:

FOR THE YEARS ENDED MARCH 31,:

Item 6. Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:

FOR THE YEARS ENDED MARCH 31,:

Item 6. Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:

(A) The per BAC tax information is as of December 31, the year end for tax purposes.

The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this report. This statement is not covered by the auditor's opinion included elsewhere in this report.

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

Results of Operations, Liquidity and Capital Resources

  Operations commenced on September 14, 1990, with the first admission of Assignees in Series 2. The proceeds from Assignees' capital contributions available for investment were used to acquire interests in Project Partnerships.

  As disclosed on the statement of operations for each Series, except as described below, interest income is comparable for the years ended March 31, 2002, March 31, 2001 and March 31, 2000. The General and Administrative expenses - General Partner and General and Administrative expenses - Other for the year ended March 31, 2002 are comparable to March 31, 2001 and March 31, 2000.

  The capital resources of each Series are used to pay General and Administrative operating costs including personnel, supplies, data processing, travel and legal and accounting associated with the administration and monitoring of Gateway and the Project Partnerships. The capital resources are also used to pay the Asset Management Fee due the Managing General Partner, but only to the extent that Gateway's remaining resources are sufficient to fund Gateway's ongoing needs. (Payment of any Asset Management Fee unpaid at the time Gateway sells its interests in the Project Partnerships is subordinated to the return of the investors' original capital contributions).

  The sources of funds to pay the operating costs of each Series are short term investments and interest earned thereon, the maturity of U.S. Treasury Security Strips ("Zero Coupon Treasuries") which were purchased with funds set aside for
this purpose, and cash distributed to the Series from the operations of the Project Partnerships.

  From inception, no Series has paid distributions and management does not anticipate distributions in the future.

  Series 2 - Gateway closed this series on September 14, 1990 after receiving $6,136,000 from 375 Assignees. As of March 31, 2002, the series had invested $4,524,678 in 22 Project Partnerships located in 10 states containing 723 apartment units. Average occupancy of the Project Partnerships was 93% at December 31, 2001.

  Equity in Losses of Project Partnerships decreased from $ 115,544 for the year ended March 31, 2000 to $76,493 for the year ended March 31, 2001 and to $43,931 for the year ended March 31, 2002. As presented in Note 5, Gateway's share of net loss decreased from $716,618 for the year ended March 31,2000 to $611,603 for the year ended March 31,2001 and increased to $706,233 for the year ended March 31,2002. Suspended Losses decreased from $601,074 for the year ended March 31, 2000 to $535,110 for the year ended March 31, 2001 and increased to $662,302 for the year ended March 31, 2002. These losses would reduce the investment in Project Partnerships below zero. In general, it is common in the real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization. (These Project Partnerships reported depreciation and amortization of $897,242, $893,266 and $865,003 for the years ended December 31, 1999, 2000, and 2001 re spectively.) As a result, management expects that this Series, as well as those described below, will report its equity in Project Partnerships as a loss for tax and financial reporting purposes. Overall, management believes the Project Partnerships are operating as expected and are generating tax credits which meet projections.

  At March 31, 2002, the Series had $235,805 of short-term investments (Cash and Cash Equivalents). It also had $261,841 in Zero Coupon Treasuries with annual maturities providing $56,105 in fiscal year 2003 increasing to $66,285 in fiscal year 2007. Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of $99,198 for the year ending March 31, 2002. However, after adjusting for Equity in Losses of Project Partnerships of $43,931 and the changes in operating assets and liabilities, net cash used in operating activities was $17,511, of which $34,981 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $39,388, consisting of $12,460 in cash distributions from the Project Partnerships and $26,928 from matured Zero Coupon Treasuries. There were no unusual events or trends to describe.

  Series 3 - Gateway closed this series on December 13, 1990 after receiving $5,456,000 from 398 Assignees. As of March 31, 2002 the series had invested $3,888,713 in 23 Project Partnerships located in 12 states containing 768 apartment units. Average occupancy of the Project Partnerships was 94% as of December 31, 2001.

  Equity in Losses of Project Partnerships decreased from $ 114,700 for the year ended March 31, 2000 to $26,094 for the year ended March 31, 2001 and increased to $34,441 for the year ended March 31, 2002. As presented in Note 5, Gateway's share of net loss decreased from $988,019 for the year ended March 31,2000 to $735,412 for the year ended March 31,2001 and to $710,345 for the year ended March 31,2002. Suspended Losses decreased from $873,319 for the year ended March 31, 2000 to $709,318 for the year ended March 31, 2001 and to $675,904 for the year ended March 31, 2002. These losses would reduce the investment in Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $1,213,599, $941,538 and $946,476 for the years ended December 31, 1999, 2000 and 2001, respectively.) Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

  At March 31, 2002, the Series had $198,028 of short-term investments (Cash and Cash Equivalents). It also had $232,901 in Zero Coupon Treasuries with annual maturities providing $49,888 in fiscal year 2003 increasing to $58,940 in fiscal year 2007. Management believes these sources of funds are sufficient to meet the Series' current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of $80,062 for the year ended March 31, 2002. However, after adjusting for Equity in Losses of Project Partnerships of $34,441 and the changes in operating assets and liabilities, net cash used in operating activities was $24,505, of which $37,164 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $44,918, consisting of $20,966 in cash distributions received from the Project Partnerships and $23,952 from matured Zero Coupon Treasuries. There were no unusual events or trends to describe.

  Series 4 - Gateway closed this series on May 31, 1991 after receiving $6,915,000 from 465 Assignees. As of March 31, 2002, the series had invested $4,952,519 in 29 Project Partnerships located in 16 states containing 879 apartment units. Average occupancy of the Project Partnerships was 96% at December 31, 2001.

  Equity in Losses of Project Partnerships increased from $175,823 for the year ended March 31, 2000 to $254,163 for the year ended March 31, 2001 and decreased to $118,314 for the year ended March 31, 2002. As presented in Note 5, Gateway's share of net loss increased from $704,086 for the year ended March 31,2000 to $847,148 for the year ended March 31,2001 and decreased to $766,057 for the year ended March 31,2002. Suspended Losses increased from $528,263 for the year ended March 31, 2000 to $592,985 for the year ended March 31, 2001 and to $647,743 for the year ended March 31,2002. These losses would reduce the investment in Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $983,083, $976,176 and $979,666 for the years ended December 31, 1999, 2000 and 2001, respectively.) Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

  At March 31, 2002, the Series had $272,179 of short-term investments (Cash and Cash Equivalents). It also had $295,063 in Zero Coupon Treasuries with annual maturities providing $63,227 in fiscal year 2003 increasing to $74,700 in fiscal year 2007. Management believes these sources of funds are sufficient to meet the Series' current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of $185,366 for the year ended March 31, 2002. However, after adjusting for Equity in Losses of Project Partnerships of $118,314 and the changes in operating assets and liabilities, net cash used in operating activities was $27,548, of which $44,751 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $50,236, consisting of $19,892 in cash distributions from the Project Partnerships and $30,344 from matured Zero Coupon Treasuries. There were no unusual events or trends to describe.

Series 5 - Gateway closed this series on October 11, 1991 after receiving $8,616,000 from 535 Assignees. As of March 31, 2002, the series had invested $6,164,472 in 36 Project Partnerships located in 13 states containing 1,106 apartment units. Average occupancy of the Project Partnerships was 97% as of December 31, 2001.

  Equity in Losses of Project Partnerships were comparable for the years ended March 31, 2000, 2001, and 2002. (These Project Partnerships reported depreciation and amortization of $1,286,201, $1,283,498 and $1,294,116 for the years ended December 31, 1999, 2000 and 2001, respectively.) Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

  At March 31, 2002, the Series had $380,377 of short-term investments (Cash and Cash Equivalents). It also had $367,758 in Zero Coupon Treasuries with annual maturities providing $78,780 in fiscal year 2003 increasing to $93,075 in fiscal year 2007. Management believes these sources of funds are sufficient to meet the Series' current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of $268,277 for the year ended March 31, 2002. However, after adjusting for Equity in Losses of Project Partnerships of $189,327 and the changes in operating assets and liabilities, net cash used in operating activities was $37,473, of which $60,518 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $66,996 consisting of $29,176 in cash distributions from the Project Partnerships and $37,820 from matured Zero Coupon Treasuries. There were no unusual events or trends to describe.

  Series 6 - Gateway closed this series on March 11, 1992 after receiving $10,105,000 from 625 Assignees. As of March 31, 2002, the series had invested $7,462,215 in 38 Project Partnerships located in 19 states containing 1,086 apartment units. Average occupancy of the Project Partnerships was 95% as of December 31, 2001.

  Equity in Losses of Project Partnerships decreased from $433,957 for the year ended March 31, 2000 to $384,730 for the year ended March 31, 2001 and to $306,042 for the year ended March 31, 2002. These decreases were due to additional suspended losses of $430,306, $523,064, and $609,347 for the years ended March 31, 2000, 2001 and 2002 respectively, as these losses would reduce the investment in certain Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $1,371,839, $1,337,714 and $1,347,661 for the years ended December 31, 1999, 2000 and 2001, respectively.) Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

  At March 31, 2002, the Series had $455,377 of short-term investments (Cash and Cash Equivalents). It also had $304,209 in Zero Coupon Treasuries with annual maturities providing $66,000 in fiscal year 2003 increasing to $83,000 in fiscal year 2007. Management believes these sources of funds are sufficient to meet the Series' current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

  As disclosed on the statement of cash flows, the Series had a net loss of $407,763 for the year ended March 31, 2002. However, after adjusting for Equity in Losses of Project Partnerships of $306,042 and the changes in operating assets and liabilities, net cash used in operating activities was $45,330, of which $57,881 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $63,071 of which $30,012 was received in cash distributions from the Project Partnerships and $33,059 from matured Zero Coupon Treasuries. There were no unusual events or trends to describe.
  
Item 8. Financial Statements and Supplementary Data

   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 auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2002, 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
June 20, 2002

PART I - Financial Information
  Item 1.  Financial Statements

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2002 AND 2001

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2002 AND 2001

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2002 AND 2001

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2002 AND 2001

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2002 AND 2001