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

For the fiscal year ended March 31, 2005Commission file number 0-17711                     
                           GATEWAY TAX CREDIT FUND, LTD.         (Exact name of Registrant as specified in its charter)Florida                                    59-2852555
(State or other jurisdiction of                   (IRS Employer
 incorporation or organization)                   Identification No.)880 Carillon Parkway,   St. Petersburg,    Florida           33716 (Address of principal executive offices)                    (Zip Code)
Registrant's Telephone Number, Including Area Code (727) 567-4830Securities registered pursuant to Section 12(b) of the Act:   None
Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
Units of Limited Partnership Interest

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 not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  X
                                           Number of Record HoldersTitle of Class                            as of March 31, 2005Limited Partnership Interest                        2,043
General Partner Interest                                2

DOCUMENTS INCORPORATED BY REFERENCE
Part III and IV - Registration Form S-11 and 
all Amendments and Supplements thereto.
File No. 33-18142

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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 certain of the other auditors 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

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
   Gateway Tax Credit Fund, Ltd.
   We have audited the accompanying combined balance sheets of Gateway Tax Credit Fund, Ltd. (a Florida Limited Partnership) as of March 31, 2005 and 2004 and the related combined statements of operations, partners' equity (deficit), and cash flows for each of the three years in the period ended March 31, 2005.  These combined financial statements are the responsibility of the Partnership's management.  Our responsibility is to express an opinion on these combined financial statements based on our audits.  We did not audit the financial statements of certain Project Partnerships for which $463,329 and $874,622 of net investment included in these financial statements as of March 31, 2005 and 2004, respectively and for which net losses of $188,168, $83,787 and $256,716 are included in the accompanying financial statements for each of the three years in the period ended March 31, 2005. Those financial 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 Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined 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 combined 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 combined financial statements referred to above present fairly, in all material respects, the financial position of Gateway Tax Credit Fund, Ltd. as of March 31, 2005 and 2004 and the results of its operations and its 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

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PART I - Financial Information
   Item 1.  Financial Statements

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)COMBINED BALANCE SHEET

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 2005
----                                                                                                                                                                                                                                                                                                                                                           | 2004
----                                                                                                                                                                                                                                                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ASSETS
Current Assets:
 Cash and Cash Equivalents
 Accounts Receivable
 Investments in Securities
 Prepaid Insurance
 Tenant Security Deposits
  Total Current Assets
 Investments in Project Partnerships, Net
 Replacement Reserves
 Rental Property at Cost, Net
    Total Assets
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners
 Accounts Payable
 Accrued Real Estate Taxes
 Tenant Security Deposits
 Mortgage Notes Payable - Current
  Total Current Liabilities
Long Term Liabilities:
 Payable to General Partners
 Mortgage Notes Payable
  Total Long Term Liabilities
Minority Interest in Local Limited Partnerships
Partners' Equity (Deficit):
 Limited Partners (25,566 units outstanding at  March 31, 2005 and 2004
 General Partners
  Total Partners' Equity (deficit)
    Total Liabilities and Partners' Equity     (deficit) | $     720,946 
9,117 
0 
177 
5,883 
-----------
736,123 
938,137 
22,667 
684,790 
-----------
$ 2,381,717 
===========
$  348,301 
2,219 
12,672 
5,400 
6,893 
-----------
375,485 
-----------
3,032,297 
1,211,602 
-----------
4,243,899 
-----------
(69,119)
-----------
(1,953,424)
(215,124)
-----------
(2,168,548)
-----------
$ 2,381,717 
=========== | $   1,092,672 
8,409 
139,045 
93 
6,316 
-----------
1,246,535 
1,355,760 
16,524 
741,289 
-----------
$ 3,360,108 
===========
$  493,330 
3,757 
12,001 
5,800 
6,444 
-----------
521,332 
-----------
2,839,013 
1,218,629 
-----------
4,057,642 
-----------
(68,518)
-----------
(945,406)
(204,942)
-----------
(1,150,348)
-----------
$ 3,360,108 
===========

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)COMBINED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED MARCH 31,

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 2005
----                                                                                                                                                                                                                                                                                                                                                                        | 2004
----                                                                                                                                                                                                                                                                                                                                                                                     | 2003
----                                                                                                                                                                                                                                                                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
 Rental
 Distribution Income
  Total Revenues
Expenses:
 Asset Management Fee-General Partner
 General and Administrative:
  General Partner
  Other
 Rental Operating Expenses
 Interest
 Depreciation
 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 Losses of  Project Partnerships
 Suspended Losses Utilized in Current  Year
 Gain on Sale of Partnership Assets
 Loss on Disposition of Partnership  Interests
  Total Equity in Income (Losses) of   Project Partnerships
Minority Interest in Loss of Combined
 Project Partnerships
Interest Subsidy
Interest Income
Net Loss
Allocation of Net Loss:
 Limited Partners
 General Partners
Net Loss Per Number of Limited
 Partnership Units
Number of Limited Partnership Units
 Outstanding | $   125,995 
90,377 
---------
216,372 
---------
476,680 
116,631 
78,336 
102,850 
85,105 
59,648 
13,643 
---------
932,893 
---------
(716,521)
---------
(371,209)
0 
0 
0 
----------
(371,209)
----------
601 
57,189 
11,740 
----------
$(1,018,200)
===========
$(1,008,018)
(10,182)
----------
$(1,018,200)
===========
$    (39.43)
===========
25,566 
=========== | $  125,628 
76,330 
---------
201,958 
---------
479,165 
117,118 
58,297 
87,014 
85,824 
58,510 
13,643 
---------
899,571 
---------
(697,613)
---------
(227,721)
(916,962)
1,792,746 
(106,473)
----------
541,590 
----------
432 
57,189 
42,825 
----------
$  (55,577)
===========
$  (78,850)
23,273
----------
$  (55,577)
===========
$    (3.08)
===========
25,566 
=========== | $  124,401 
88,632 
---------
213,033 
---------
491,021 
68,891 
62,379 
97,493 
86,228 
59,129 
13,643 
---------
878,784 
---------
(665,751)
---------
(253,927)
0 
0 
0 
---------
(253,927)
---------
4,906 
57,597 
85,376 
----------
$ (771,799)
===========
$ (764,081)
(7,718)
----------
$ (771,799)
===========
$   (29.89)
===========
25,566 
===========

See accompanying notes to financial statements.

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GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)COMBINED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2005, 2004 AND 2003:

|                                                                                                                                                 | Limited Partners
Equity (Deficit)
--------------                                                                                           | General Partners
Equity (Deficit)
---------------                                                                      | Total 
-----                                                                                                                             
|------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------
|Balance at March 31, 2002
Net Loss
Balance at March 31, 2003
Net Loss
Distributions
Balance at March 31, 2004
Net Loss
Balance at March 31, 2005 | $   569,700 
(764,081)
------------
(194,381)
(78,850)
(672,175)
------------
(945,406)
(1,008,018)
------------
$(1,953,424)
============ | $ (220,497)
(7,718)
-----------
(228,215)
23,273
0 
-----------
(204,942)
(10,182)
-----------
$ (215,124)
=========== | $   349,203 
(771,799)
-----------
(422,596)
(55,577)
(672,175)
-----------
(1,150,348)
(1,018,200)
-----------
$(2,168,548)
============

See accompanying notes to financial statements.

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GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2005, 2004 AND 2003:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 2005
----                                                                                                                                                                                                                                                                                               | 2004
----                                                                                                                                                                                                                                                                                                                                    | 2003
----                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Loss
  Adjustments to Reconcile Net Loss to   Net Cash Used in Operating Activities:
   Amortization
   Depreciation
   Distributions Included in Distribution     Income
   Accreted Interest Income on     Investments in Securities
   Equity in Losses of Project     Partnerships
   Gain on the Sale of Partnership Assets
   Loss on the Disposition of Partnership
    Assets
   Minority Interest in Losses of     Combined Project Partnerships
   Interest Income from Redemption of     Securities
Changes in Operating Assets and Liabilities:
   (Increase) Decrease in Accounts    Receivable
   (Increase) Decrease in Prepaid     Insurance
   Increase (Decrease) in Accounts Payable
   Increase in Replacement Reserves
   Increase (Decrease) in Security    Deposits
   Increase (Decrease) in Accrued Real    Estate Taxes
   Increase (Decrease) 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
  Purchase of Equipment
   Net Cash Provided by Investing    Activities
Cash Flows from Financing Activities:
  Principal Payment on Debt
  Distributions to Investors
   Net Cash Used In Financing Activities
Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year | $(1,018,200)
13,643 
59,648 
(86,068)
(2,955)
371,209 
0 
0 
(601)
82,860 
(708)
(84)
(1,538)
(6,143)
33 
671 
48,255 
---------
(539,978)
---------
118,839 
59,140 
(3,149)
---------
174,830 
---------
(6,578)
0 
---------
(6,578)
---------
(371,726)
1,092,672 
---------
$  720,946 
========== | $ (55,577)
13,643 
58,510 
(71,378)
(36,997)
1,144,683 
(1,792,746)
106,473 
(432)
340,012 
35,975 
172 
1,548 
(16,524)
(7,316)
(2,850)
(238,116)
---------
(520,920) 
---------
774,633 
173,988 
(373)
---------
948,248 
---------
(6,147)
(672,175)
---------
(678,322)
---------
(250,994)
1,343,666 
---------
$1,092,672 
========== | $(771,799)
13,643 
59,129 
(83,682)
(74,700)
253,927 
0 
0 
(4,906)
306,027 
(11,103)
363 
(6,006)
0 
400 
586 
187,754 
---------
(130,367)
---------
117,539 
179,974 
(2,316)
---------
295,197 
---------
(5,742)
0 
---------
(5,742)
---------
159,088 
1,184,578 
---------
$1,343,666 
==========
|Supplemental Cash Flow Information:
Interest Paid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | $   27,917 
==========                                                                                                                                                                                                                                                                                  | $   28,635 
==========                                                                                                                                                                                                                                                                                                                       | $   28,631 
==========                                                                                                                                                                                                                                                                                   

See accompanying notes to financial statements.

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GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)NOTES TO COMBINED FINANCIAL STATEMENTSMarch 31, 2005, 2004 AND 2003

NOTE 1 - ORGANIZATION:
   Gateway Tax Credit Fund, Ltd. ("Gateway"), a Florida Limited Partnership, was formed October 27, 1987 under the laws of Florida.  Operations commenced on June 30, 1988.  Gateway invests, as a limited partner, in other limited partnerships ("Project Partnerships"), each of which owns and operates 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.  Gateway closed the offering on March 1, 1990 after receiving Limited and General Partner capital contributions of $25,566,000 and $1,000, respectively.  The fiscal year of Gateway for reporting purposes ends on March 31.
   Raymond James Partners, Inc. and Raymond James Tax Credit Funds, Inc., wholly-owned subsidiaries of Raymond James Financial, Inc., are the General Partner and Managing General Partner, respectively.
   Operating profits and losses, cash distributions from operations and tax credits are allocated 99% to the Limited Partners 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:
   Combined Statements   The accompanying statements include, on a combined basis, the accounts of Gateway, Village Apartments of Sparta Limited Partnership and Village Apartments of Divernon Limited Partnership ("Combined Entities"), two Project Partnerships in which Gateway has invested.  As of October 1, 1996 and October 1, 1997, respectively, an affiliate of Gateway's Managing General Partner, Value Partners, Inc. became the general partner of the Combined Entities.  Since the general partner of the Combined Entities is now an affiliate of Gateway, these combined financial statements include the financial activity of the Combined Entities for all years presented.  All significant intercompany balances and transactions have been eliminated.  Gateway has elected to report the results of operations of the Combined Entities on a 3-month lag basis, consistent with the presentation of financial information of all Project Partnerships.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 a 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 80 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 $938,137 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.
   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"), with the exception of the Combined Entities, 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.  Gateway 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,
   	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 net amortization is as amortization expense 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. However, 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.Accounts Receivable
   Accounts receivable consists of tenant receivables. Tenant receivables are recorded when billed.  An allowance for doubtful accounts has not been considered necessary based on historical loss experience. An account is considered past due when payment has not been rendered within thirty days of its due date.  Uncollectible receivables are charged to rental revenue when project management has determined that collection efforts will not be successful.Capitalization and Depreciation   Land, buildings and improvements are recorded at cost and provides for depreciation using the modified accelerated cost recovery system method for financial and tax reporting purposes in amounts adequate to amortize costs over the lives of the applicable assets as follows:
     Buildings                 27-1/2 years
     Equipment                      7 years
   Expenditures for maintenance and repairs are charged to expense as incurred. Upon disposal of depreciable property, the appropriate property accounts are reduced by the related costs and accumulated depreciation.  The resulting gains and losses are reflected in the statement of operations.Rental Income   	Rental income, principally from short-term leases on the Combined Entity's apartment units, is recognized as income under the accrual method as the rents become due.Concentrations 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. Treasury Security Strips) until maturity and to use these reserves to fund Gateway's ongoing operations.  Interest income is recognized ratably on the U.S. Treasury 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, certain 2003 and 2004 amounts have been reclassified, where appropriate to conform with the financial statement presentation used in 2005.

---

NOTE 3 - INVESTMENT IN SECURITIES:   	As of March 31, 2005 the Balance Sheet included no Investments in Securities.  The remaining U.S. Treasury Security Strips were redeemed for their face value of $142,000 in August 2004.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.
   The General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses as follows:
   Asset Management Fee - The Managing General Partner is entitled to an annual asset management fee equal to 0.45% 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.  Totals incurred for the years ended March 31, 2005, 2004 and 2003 were $476,680, $479,165 and $491,021 respectively.
   General and Administrative Expenses - The Managing General Partner, is reimbursed for general and administrative expenses of Gateway on an accountable basis.  These expenses are included in the Statements of Operations.  Totals incurred for the years ended March 31, 2005, 2004 and 2003 were $116,631, $117,118 and $68,891 respectively.NOTE 5 - RENTAL PROPERTY   A summary of the rental property is as follows at December 31, 2004:

|                                                       | Cost
------                                                 | Accumulated
Depreciation
------------              | Book
Value
-----                                 
|------------------------------------------------------ | ----------------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------
|Land
Buildings
Furniture and Appliances
Net Book Value | $   47,000
1,439,355
54,290
---------
$1,540,645
========== | $      0
804,489
51,366
--------
$855,855
======== | $ 47,000
634,866
2,924
--------
$684,790
========

A summary of the rental property is as follows at December 31, 2003:

|                                                       | Cost
------                                                 | Accumulated
Depreciation
------------              | Book
Value
-----                             
|------------------------------------------------------ | ----------------------------------------------------------- | -------------------------------------------------- | ---------------------------------------------
|Land
Buildings
Furniture and Appliances
Net Book Value | $   47,000
1,439,355
51,141
---------
$1,537,496
========== | $      0
745,066
51,141
--------
$796,207
======== | $ 47,000
694,289
0
--------
$741,289
========

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NOTE 6 - MORTGAGE NOTE PAYABLE
   The mortgage note payable for Sparta is the balance due on the note dated December 1, 1998 in the amount of $827,361.  The loan is at a stated interest rate of 6.125% for a period of 50 years, the loan also contains a provision for an interest subsidy which reduces the effective interest rate to 2.325%.  At December 31, 2004 the development was in compliance with the terms of the subsidy agreement and is receiving the reduced rate which makes the monthly payments $1,925.75.
   Expected maturities of the mortgage note payable are as follows:
     Year Ending            Amount
     -----------           --------
     12/31/05                5,033
     12/31/06                5,146
     12/31/07                5,261
     12/31/08                5,379
     12/31/09                5,498
     Thereafter            791,688
                         ----------
     Total               $ 818,005
                         ==========
   The mortgage note payable for Divernon is the balance due on the note dated October 2, 1989 in the amount of $416,113.  The loan is at a stated interest rate of 8.75% for a period of 50 years, the loan also contains a provision for an interest subsidy which reduces the effective interest rate to 2.35%.  At December 31, 2004 the development was in compliance with the terms of the subsidy agreement and is receiving the reduced rate which makes the monthly payment $883.
   Expected maturities of the mortgage note payable are as follows:
     Year Ending          Amount
     -----------         --------
     12/31/05               1,860
     12/31/06               1,901
     12/31/07               1,943
     12/31/08               1,986
     12/31/09               2,030
     Thereafter           390,770
                        ----------
     Total              $ 400,490
                        ==========

---

NOTE 7 - TAXABLE INCOME (LOSS):
   The following is a reconciliation between Net Loss as described in the financial statements and the Partnership loss for tax purposes:

|                                                                                                                                                                   | 2005
----                                  | 2004
----                                      | 2003
----                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | ---------------------------------------------- | ----------------------------------------
|Net Loss per Financial Statements                                                                                                                                  | $ (1,018,200)                              | $   (55,577)                                   | $  (771,799)                            
|Equity in Losses of Project Partnerships for tax purposes in excess of losses for financial statement purposes                                                     | (378,427)                                  | (225,098)                                      | (528,030)                               
|Losses suspended for financial reporting purposes                                                                                                                  | (1,984,370)                                | (1,355,991)                                    | (2,297,126)                             
|Adjustments to convert March 31, fiscal year end to December 31, taxable year end                                                                                  | 58,355                                     | 17,867                                         | 32,752                                  
|Items Expensed for Financial Statement purposes not expensed for Tax purposes:
  Asset Management Fee
  Amortization Expense
  Miscellaneous Income
  Capital Loss | (356,406)
13,644 
(133,949)
0 
----------- | 186,980 
12,913 
(83,682)
(11,581)
----------- | 180,883 
12,987 
(95,741)
0 
-----------
|Partnership loss for tax purposes as of December 31                                                                                                                | $(3,799,353)
============                  | $(1,514,169)
============                      | $(3,466,074)
============               
|                                                                                                                                                                   | December 31,
2004    
------------         | December 31,
2003    
------------             | December 31,
2002    
------------      
|Federal Low Income Housing Tax Credits  (Unaudited)                                                                                                                | $         0 
============                  | $  51,799 
============                        | $  63,771 
============                 

The Partnership's Investment in Project Partnerships is approximately $25,666,641 higher for financial reporting purposes than for tax return purposes because (i) annual tax depreciation expense is higher than financial depreciation, (ii) certain expenses are not deductible for tax return purposes and (iii) losses are suspended for financial purposes but not 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         $   938,137	     $(24,728,504)    $25,666,641
Other Assets                 $ 1,443,580      $  3,929,355     $(2,485,775)
Liabilities                  $ 4,619,384      $     24,161     $ 4,595,223

---

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS:
   As of March 31, 2005, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 80 Project Partnerships, excluding the Combined Entities, 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, excluding the Combined Entities at March 31, 2005:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 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 Adjustments
Excess of investment cost over the underlying assets acquired:
 Acquisition fees and expenses
 Accumulated amortization of acquisition  fees and expenses
Investments in Project Partnerships | $ 17,706,016 
(17,607,190)
(783,455)
------------
(684,629)
2,207,576 
(584,810)
------------
$   938,137 
============ | $ 17,706,016 
(17,235,981)
(750,684)
------------
(280,649)
2,207,576 
(571,167)
------------
$ 1,355,760 
============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $18,592,904 for the year ended March 31, 2005 and cumulative suspended losses of $16,608,534 for the year ended March 31, 2004 are not included.
The Partnership's equity as reflected by the Project Partnerships of $(20,002,194) differs from the Partnership's Investments in Project Partnerships before acquisition fees and expenses and amortization of $(684,629) primarily because of suspended losses on the Partnership's books.

---

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):   In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships, excluding the Combined Entity beginning on the date of combination, on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 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
  Gateway
  General Partners
    Total Partners' equity
    Total liabilities and     partners' equity
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income 
Gain on Sale of Partnership Assets
    Total Revenue
Expenses:
  Operating expenses
  Interest expense
  Depreciation and amortization
    Total expenses
Net loss
Other partners' share of net loss
Partnerships' share of net loss
Suspended losses
Equity in Losses of Project Partnerships | (Unaudited)
$  9,373,440 
59,172,763 
490,196 
------------
$69,036,399 
============
$ 3,531,551 
87,638,861 
------------
91,170,412 
------------
(20,002,194)
(2,131,819)
------------
(22,134,013)
------------
$69,036,399 
============
$16,991,124 
0 
------------
16,991,124 
9,301,845 
6,613,496 
3,455,156 
------------
19,370,497 
------------
$(2,379,373)
============
$   (23,794)
============
$(2,355,579)
1,984,370 
------------
$  (371,209)
============ | (Unaudited)
$  9,728,256 
62,236,576 
85,771 
------------
$72,050,603 
============
$ 3,611,898 
87,934,669 
------------
91,546,567 
------------
(17,517,241)
(1,978,723)
------------
(19,495,964)
------------
$72,050,603 
============
$16,693,028 
1,792,746 
------------
18,485,774 
9,016,473 
6,764,573 
3,436,960 
------------
19,218,006 
------------
$(732,232)
============
$   (24,304)
============
$(707,928)
2,272,953 
------------
$  1,565,025 
============ | (Unaudited)
$  9,348,657 
66,172,723 
635,392 
------------
$76,156,772 
============
$ 3,391,498 
90,589,956 
------------
93,981,454 
------------
(16,014,227)
(1,810,455)
------------
(17,824,682)
------------
$76,156,772 
============
$16,709,384 
0 
------------
16,709,384 
9,171,835 
6,606,103 
3,508,268 
------------
19,286,206 
------------
$(2,576,822)
============
$   (25,769)
============
$(2,551,053)
2,297,126 
------------
$  (253,927)
============

Two of the Project Partnerships, Clayfed Apartments, Ltd. and Westside Apartments, Ltd., sold their property in July 2003 and subsequently liquidated. The sale of the properties resulted in a gain allocated to Gateway of $1,792,746.  Gateway received sale proceeds totaling $674,675, of which $672,675 was distributed to the Limited Partners at $26.29 per limited partnership unit. Gateway had previously suspended losses reported by these Project Partnerships 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 transactions, Gateway was able to recognize $916,962 in previously suspended losses.  Gateway's ending investment in these Project Partnerships, after adjusting for the gain on sale, cash proceeds received and suspended losses, was $106,473, which is reported as a loss on disposition in the Combined Statements of Operations.

---

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):   As of December 31, 2004, the largest Project Partnership constituted 7.4% and 7.7% of the combined total assets and combined total revenues.  As of December 31, 2003, the largest Project Partnership constituted 7.2% and 7.4% of the combined total assets and combined total revenues.NOTE 9 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):Year 2005	                Quarter 1     Quarter 2    Quarter 3    Quarter 4
                         6/30/2004     9/30/2004    12/31/2004    3/31/2005Total Revenues           $  89,870     $  33,342     $  44,207    $  48,953
Net Income (Loss)        $ (89,754)    $(378,351)    $  61,992    $(612,087)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (3.48)    $  (14.65)    $    2.40    $  (23.70)Year 2004                Quarter 1     Quarter 2    Quarter 3     Quarter 4
                         6/30/2003     9/30/2003    12/31/2003    3/31/2004Total Revenues           $  75,161     $  43,088     $  40,986    $  42,723
Net Income (Loss)        $(161,360)    $ (51,041)    $ 619,608    $(462,784)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $  ((6.25)    $   (1.98)    $   23.99    $  (18.84)

---



Schoonover Boyer & Associates
383 North Front Street
Columbus, OH 43215
PHONE:  614-888-8000
FAX:  614-888-8634

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

To the Partners 
Crosstown Seniors Limited Dividend 
Housing Association Limited Partnership
(a Michigan Limited Partnership)
Kalamazoo, Michigan

We have audited the accompanying balance sheets of Crosstown Seniors Limited Dividend Housing Association Limited Partnership, (a Michigan Limited Partnership) as of December 31, 2004 and 2003, and the related statements of operations, statements of partners' equity (deficit), and statements of 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 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 audits 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 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 Crosstown Seniors Limited Dividend Housing Association Limited Partnership 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 of America.

/s/ Schoonover Boyer & Associates
Columbus, Ohio
January 28, 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 
Sylacauga Garden Apartments III, Ltd.
Sylacauga, Alabama

We have audited the accompanying balance sheets of Sylacauga Garden Apartments III, 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 Garden Apartments III, 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 20, 2005

---



Dauby O'Connor & Zaleski LLC
703 Pro Med Lane, Suite 300
Carmel, IN 46032
PHONE:  317-848-5700
FAX:  317-815-6140

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

To the Partners of
Laurel Woods Associates
(A Virginia Limited Partnership)

We have audited the accompanying balance sheets of Laurel Woods Associates (A Limited Partnership) as of December 31, 2004 and 2003, and the related statements of operations, partners' equity 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 audit.

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.  We were not engaged to perform an audit of the Partnership's 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, I express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Laurel Woods Associates as of December 31, 2004 and 2003, and the results of its operations, partners equity and its cash flows for the years (period) then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
February 17, 2005
Carmel, Indiana

---



Dauby O'Connor & Zaleski LLC
703 Pro Med Lane, Suite 300
Carmel, IN  46032
PHONE:  317-848-5700
FAX:  317-815-6140

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

To the Partners of
The Meadows Associates
(A Virginia Limited Partnership)

We have audited the accompanying balance sheets of The Meadows Associates (A Limited Partnership) as of December 31, 2004 and 2003, and the related statements of operations, partners' equity 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 audit.

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.  We were not engaged to perform an audit of the Partnership' 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, I express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Meadows as of December 31, 2004 and 2003, and the results of its operations, partners equity and its cash flows for the years (period) then ended in conformity with accounting principles generally accepted in the United States of America.



/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
February 17, 2005
Carmel, Indiana

---



Dauby O'Connor & Zaleski LLC
703 Pro Med Lane, Suite 300
Carmel, IN  46032
PHONE:  317-848-5700
FAX:  317-815-6140

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

To the Partners of
Rivermeade Associates
(A Virginia Limited Partnership)

We have audited the accompanying balance sheets of Rivermeade Associates (A Limited Partnership) as of December 31, 2004 and 2003, and the related statements of operations, partners' equity 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 audit.

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.  We were not engaged to perform an audit of the Partnership' 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, I express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rivermeade Associates as of December 31, 2004 and 2003, and the results of its operations, partners' equity and its cash flows for the years (period) then ended in conformity with accounting principles generally accepted in the United States of America.



/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
February 17, 2005
Carmel, Indiana

---



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 
Riverside Apartments, Ltd.
Demopolis, Alabama

We have audited the accompanying balance sheets of Riverside 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 Riverside 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 23, 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, 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, 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 31.2CERTIFICATIONS*

I, Jonathan Oorlog, certify that:
1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund, 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.