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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-19022
(Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q
___
Form N-SAR
For Period Ending: March 31, 1999
[ ]Transition Report on Form 10-K
[ ]Transition Report on Form 20-F
[ ]Transition Report on Form 11-K
[ ]Transition Report on Form 10-Q
[ ]Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information
contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I - REGISTRATION INFORMATION
GATEWAY TAX CREDIT FUND II LTD.
Full Name of Registrant
Former Name if Applicable
880 CARILLON PARKWAY
Address of Principal Executive Office (Street and Number)
ST. PETERSBURG, FLORIDA 33716
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
X (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K, Form N-
SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date;
or the subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-
K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period. (Attach
Extra Sheets if Needed)
The inability to obtain information from Project
Partnerships on a timely basis for the text of the
required items of the Form 10-K, will require an
additional 15 days to complete the Form 10-K for Gateway
Tax Credit Fund II Ltd.
SEC 1344 (11-91)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
Carol Georges (727) 573-3800
(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment
Company Action of 1940 during the preceding 12
months (or for such shorter) period that the
registrant was required to file such reports)
been filed? If answer is no, identify
report(s). X Yes No
(3) Is it anticipated that any significant change in
results of operations from the corresponding
period for the last fiscal year will be
reflected by the earnings statements to be
included in the subject report or portion
thereof? Yes X No
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonable estimate of the results
cannot be made.
GATEWAY TAX CREDIT FUND II LTD.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date June 29, 1999 By: /s/ Ronald M. Diner
Ronald M. Diner, President
RJ Credit Partners, Inc.
<PAGE>
INSTRUCTION: The Form may be signed by an executive officer
of the Registrant or by any other duly authorized
representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the Registrant by an
authorized representative (other than an executive officer),
evidence of the representative's authority to sign on behalf
of the Registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
* This form is required by Rule 12b-25 (17 CRF 240.12b-25) of
the General Rules and Regulations under the Securities
Exchange Act of 1934.
* One signed original and four conformed copies of this form
and amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C.
20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record
in the Commission files.
* A manually signed copy of the form and amendments thereto
shall be filed with each national securities exchange on
which any class of securities of the registrant is
registered.
* Amendments to the notifications must also be filed on Form
12b-25 but need not restate information that has been
correctly furnished. The form shall be clearly identified
as an amended notification.
