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, 2004                       

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               (IRS 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, 2004
Beneficial Assignee Certificates                        2,258
General Partner Interest                                    2

Parts III and IV - Form S-11 Registration Statement and all amendments and supplements thereto.

File No. 33-31821

PART I

Item 1.  Business

   Gateway Tax Credit Fund II Ltd. ("Gateway") is a Florida Limited Partnership. The general partners are Raymond James Tax Credit Funds, Inc., the Managing General Partner, and Raymond James Partners, Inc., 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, 2004, 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, 2004. 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, 2004, 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, 2004 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, 2004 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 10.7% of the Series' total assets, Series 3 is 0%, Series 4 is 0%, Series 5 is 12.9% and Series 6 is 25.6%. The following table provides certain summary information regarding the Project Partnerships in which Gateway had an interest as of December 31, 2003:

Item 2 - Properties (continued):

SERIES 2

The aggregate average effective rental per unit is $3,728 per year ($311 per month).

Inverness Club Ltd.'s fixed asset total is 12.3% 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 96% and its average effective annual rental per unit was $5,694 ($475 per month) on December 31, 2003. 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, 2003 the real estate taxes were $63,921.

The average effective rental per unit is $3,387 per year ($282 per month).

Item 2 - Properties (continued):

SERIES 4

The average effective rental per unit is $3,673 per year ($306 per month).

Item 2 - Properties (continued):

SERIES 5

The average effective rental per unit is $3,603 per year ($300 per month).

Item 2 - Properties (continued):

SERIES 6

The average effective rental per unit is $4,133 per year ($344 per month).

Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 2003, 2002 and 2001 is as follows:

         12/31/03

         12/31/02

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, 2004, 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, 2004
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

  In 2003, a General Partner of one Project Partnership in Series 3 and seven Project Partnerships in Series 4 plead guilty to fraud and conspiracy charges relating to these project partnerships and other partnerships not related to Gateway Tax Credit Fund II, LTD. In February 2004, the Partnership substituted a new General Partner and does not feel that this situation will have a material impact on the financial statements.

  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, interest income is comparable for the years ended March 31, 2004, March 31, 2003 and March 31, 2002. The General and Administrative expenses - General Partner and General and Administrative expenses - Other for the year ended March 31, 2004 have increased as compared to March 31, 2003 and March 31, 2002 due to a change in the method of allocation.

  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 to 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, 2004, 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, 2003.

  Equity in Losses of Project Partnerships decreased from $43,931 for the year ended March 31, 2002 to $17,624 for the year ended March 31, 2003 and to $8,484 for the year ended March 31, 2004. As presented in Note 5, Gateway's share of net loss decreased from $706,233 for the year ended March 31, 2002 to $696,894 for the year ended March 31, 2003 and increased to $747,194 for the year ended March 31,2004. Suspended Losses increased from $662,302 for the year ended March 31, 2002 to $679,270 for the year ended March 31, 2003 and to $738,709 for the year ended March 31, 2004. 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 $865,003, $864,473 and $865,601 for the years ended December 31, 2001, 2002, and 2003 respectively .) 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 that meet projections.

  At March 31, 2004, the Series had $221,084 of short-term investments (Cash and Cash Equivalents). It also had $176,851 in Zero Coupon Treasuries with annual maturities providing $61,308 in fiscal year 2004 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 $92,200 for the year ending March 31, 2004. However, after adjusting for Equity in Losses of Project Partnerships of $8,484 and the changes in operating assets and liabilities, net cash used in operating activities was $61,145, of which $63,328 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $39,074, consisting of $14,422 in cash distributions from the Project Partnerships and $24,652 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, 2004 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 93% as of December 31, 2003.

  Equity in Losses of Project Partnerships decreased from $34,441 for the year ended March 31, 2002 to $25,505 for the year ended March 31, 2003 and to $5,137 for the year ended March 31, 2004. As presented in Note 5, Gateway's share of net loss decreased from $710,345 for the year ended March 31, 2002 to $608,873 for the year ended March 31, 2003 and to $704,663 for the year ended March 31, 2004. Suspended Losses decreased from $675,904 for the year ended March 31, 2002 to $583,368 for the year ended March 31, 2003 and increased to $699,527 for the year ended March 31, 2004. These losses would reduce the investment in Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $946,476, $961,550 and $983,259 for the years ended December 31, 2001, 2002 and 2003, respectively.) Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

  At March 31, 2004, the Series had $187,419 of short-term investments (Cash and Cash Equivalents). It also had $157,305 in Zero Coupon Treasuries with annual maturities providing $54,514 in fiscal year 2004 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 $77,243 for the year ended March 31, 2004. However, after adjusting for Equity in Losses of Project Partnerships of $5,137 and the changes in operating assets and liabilities, net cash used in operating activities was $59,740, of which $51,647 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $45,709, consisting of $23,780 in cash distributions received from the Project Partnerships and $21,929 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, 2004, 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 94% at December 31, 2003.

  Equity in Losses of Project Partnerships decreased from $118,314 for the year ended March 31, 2002 to $77,657 for the year ended March 31, 2003 and to $8,763 for the year ended March 31, 2004. As presented in Note 5, Gateway's share of net loss decreased from $766,057 for the year ended March 31, 2002 to $695,800 for the year ended March 31, 2003 and increased to $732,427 for the year ended March 31, 2004. Suspended Losses decreased from $647,743 for the year ended March 31, 2002 to $618,143 for the year ended March 31, 2003 and increased to $723,664 for the year ended March 31, 2004. These losses would reduce the investment in Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $979,666, $1,044,807 and $1,045,416 for the years ended December 31, 2001, 2002 and 2003, respectively.) Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

  At March 31, 2004, the Series had $273,485 of short-term investments (Cash and Cash Equivalents). It also had $199,290 in Zero Coupon Treasuries with annual maturities providing $69,091 in fiscal year 2004 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 $98,159 for the year ended March 31, 2004. However, after adjusting for Equity in Losses of Project Partnerships of $8,763 and the changes in operating assets and liabilities, net cash used in operating activities was $58,996, of which $43,827 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $58,585, consisting of $30,805 in cash distributions from the Project Partnerships and $27,780 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, 2004, 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 96% as of December 31, 2003.

  Equity in Losses of Project Partnerships were comparable for the years ended March 31, 2002, 2003, and 2004. (These Project Partnerships reported depreciation and amortization of $1,294,116, $1,280,622 and $1,276,928 for the years ended December 31, 2001, 2002 and 2003, respectively.) Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

  At March 31, 2004, the Series had $349,174 of short-term investments (Cash and Cash Equivalents). It also had $248,390 in Zero Coupon Treasuries with annual maturities providing $86,087 in fiscal year 2004 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 $265,039 for the year ended March 31, 2004. However, after adjusting for Equity in Losses of Project Partnerships of $133,705 and the changes in operating assets and liabilities, net cash used in operating activities was $96,210, of which $86,580 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $59,982 consisting of $25,358 in cash distributions from the Project Partnerships and $34,624 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, 2004, 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, 2003.

  Equity in Losses of Project Partnerships decreased from $306,042 for the year ended March 31, 2002 to $209,250 for the year ended March 31, 2003 and to $148,498 for the year ended March 31, 2004. These decreases were due to increases in rental income for the years ended March 31, 2002, 2003 and 2004. (These Project Partnerships reported depreciation and amortization of $1,347,661, $1,361,813 and $1,357,379 for the years ended December 31, 2001, 2002 and 2003, respectively.) Overall, management believes these Project Partnerships are operating as expected and are generating tax credits which meet projections.

  At March 31, 2004, the Series had $401,535 of short-term investments (Cash and Cash Equivalents). It also had $207,955 in Zero Coupon Treasuries with annual maturities providing $75,000 in fiscal year 2004 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 $294,767 for the year ended March 31, 2004. However, after adjusting for Equity in Losses of Project Partnerships of $148,498 and the changes in operating assets and liabilities, net cash used in operating activities was $107,940, of which $80,473 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $61,890 of which $30,412 was received in cash distributions from the Project Partnerships and $31,478 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 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. 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, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2004, 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, 2004

PART I - Financial Information
  Item 1.  Financial Statements

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2004 AND 2003

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2004 AND 2003

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2004 AND 2003

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2004 AND 2003

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2004 AND 2003

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2004 AND 2003