AMENDED FORM 10-K
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, 2004Commission 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, 2004Limited 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 amends the Form 10-K for the annual period ended March 31, 2004 to reflect the correction of an error in the Report of Independent Registered Public Accounting Firm.  The auditor's opinion as originally filed incorrectly referenced reliance on the reports of other auditors.  The revised Report of Independent Registered Public Accounting Firm deletes the incorrect reference.
PART I
Item 1.  Business
   Gateway Tax Credit Fund, 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 of which are sponsors of Gateway Tax Credit Fund, Ltd. and wholly-owned subsidiaries of Raymond James Financial, Inc.  Gateway was formed October 27, 1987 and commenced operations as of June 30, 1988 with the first admission of Limited Partners.
   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.  Gateway closed its initial offering of Limited Partnership Interests on March 1, 1990 after receiving capital contributions of $1,000 from the General Partners and $25,566,000 from Limited Partners.
   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 interests in Project Partnerships will be allocated as described in the Limited Partnership Agreement.
   Gateway has invested in 82 Project Partnerships, acquiring a 99% interest in these properties by becoming the sole limited partner in the Project Partnerships that own the properties.  In October, 1996 Value Partners, Inc., an affiliate of Raymond James Tax Credit Funds, Inc., became the sole general partner of one of the Project Partnerships, Village Apartments of Sparta, Limited Partnership ("Sparta"). In October, 1997, Value Partners became the sole general partner of Village Apartments of Divernon ("Divernon") See Management's Discussion and Analysis of Financial Condition and Results of Operations for additional details.
   The primary sources of funds for the year ended March 31, 2004 were from the maturity of Treasury Notes for $514,000, interest income of $5,497 earned on cash and cash equivalents, and $774,633 in distributions received from Project Partnerships.  As of March 31, 2004 Gateway had $1,092,672 of Cash and Cash Equivalents and $139,045 in investments in securities with annual an annual maturity of $142,000 due in 2005, which will be used to meet future annual operating needs of Gateway.
   All Project Partnerships are government subsidized.  Most have mortgage loans from the Farmers Home Administration (now called USDA 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 21 through 33 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 Limited Partners 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 contributions of Investors;
   3)  Participate in any capital appreciation in the value of the Projects; and
   4)  Provide passive losses to individual investors to offset passive        income from other passive activities, and provide passive losses to corporate        investors to offset business income.
   The investment objectives and policies of Gateway are described in detail on pages 33 through 38 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 capital contributions raised from Limited Partner investors 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.Exit Strategy
   The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion. Now these very first programs are completing their compliance period.
   With that in mind, the Partnership is continuing to review the Partnership's holdings, with special emphasis on the more mature properties such as any that have satisfied the IRS compliance requirements.  The Partnership's review will consider many factors including extended use requirements on the property (such as those due to mortgage restrictions or state compliance agreements), the condition of the property, and the tax consequences to the investors from the sale of the property.
   Upon identifying those properties with the highest potential for a successful sale, refinancing or syndication, the Partnership expects to proceed with efforts to liquidate those properties.  The Partnership's objective is to maximize the investor's return wherever possible and ultimately, to wind down those funds that no longer provide tax benefits to investors.  As of March 31, 2004, two project partnerships, Clayfed Apartments and Westside Apartments have been sold.
   Gateway has no direct employees.  The General Partners have full and exclusive discretion in management and control of Gateway.

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Item 2.  Properties   Gateway owns interest in properties through 99% limited partnership interests in 80 Project Partnerships.  There are no investments in individual Project Partnerships which are material to Gateway taken as a whole with the largest single net investment comprising 20.0% of Gateway's total assets.  The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon, as of December 31, 2003:

|LOCATION OF                        # OF          DATE       PROPERTY
PARTNERSHIP                     PROPERTY                          UNITS       ACQUIRED       COST           OCCUP.
-----------                   -----------                  -----       --------      --------        ------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Casa Linda
Rivermeade
Laurel Woods
Keysville
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

The average effective rental per unit is $3,972 per year ($331 per month).
The average effective occupancy rate at December 31, 2003 was 94.6%
A summary of the cost of the properties, excluding Sparta and Divernon, as of December 31, 2003, 2002 and 2001 is as follows:

|                                                                                                                      | 12/31/03
--------                                                                                                           | 12/31/02
--------                                                                                                            | 12/31/01
--------                                                                                                       
|--------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------
|Land
Land Improvements
Buildings
Furniture and Fixtures
Properties, at Cost
Less: Accum. Depreciation
Properties, Net | $  4,908,530
1,567,738
102,260,340
5,056,328
-------------
113,792,936
51,556,360
-------------
$  62,236,576
============= | $  5,128,526 
1,623,847
104,364,570
4,446,351
-------------
115,563,294
49,390,571
-------------
$  66,172,723
============= | $  5,097,275
2,058,477
103,292,188
4,625,311
------------
115,073,251
45,903,523
------------
$ 69,169,728
=============

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.

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PART II
Item 5.  Market for the Registrant's Securities and Related Security Holder         Matters   (a) Gateway's Limited Partnership interests are not publicly traded.            There is no market for the Registrant's Limited Partnership            interests and it is unlikely that any will develop.  No transfers            of Limited Partnership Units are permitted without the prior            written consent of the Managing General Partner.  There have been            several transfers over the last two years, 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 - "Transfer of a Limited            Partnership Interest" on pages A-24 and A-25 of the Limited            Partnership Agreement within the Prospectus, which is            incorporated herein by reference.
       There have been no distributions paid to the Limited Partner investors over        the last five years.
   (b) Approximate Number of Equity Security Holders:
                                       Number of Record Holders
   Title of Class                     as of March 31, 2004Limited Partnership Interest                    2,043
General Partner Interest                            2

Item 6.  Selected Financial Data

|                                                                             | 2004
----             | 2003
----             | 2002
----             | 2001
----              | 2000
----              
|---------------------------------------------------------------------------- | --------------------- | --------------------- | --------------------- | ---------------------- | -----------------------
|Total Revenues                                                               | $ 301,972             | $ 356,006             | $ 412,005             | $ 423,174              | $ 441,466              
|Net Loss                                                                     | (55,577)              | (771,799)             | (577,139)             | (787,797)              | (877,394)              
|Equity in Income (Losses) of Project
Partnerships                            | 541,590               | (253,927)             | (202,920)             | (366,069)              | (490,163)              
|Total Assets                                                                 | 3,360,108             | 4,334,857             | 4,946,571             | 5,375,816              | 5,980,554              
|Investments In Project Partnerships                                          | 1,355,760             | 1,531,068             | 1,832,496             | 2,077,180              | 2,500,833              
|Per Limited Partnership Unit: (A)
Tax Credits 
Portfolio Income
Passive Loss | 2.01 
10.59 
(139.25) | 2.49 
10.80 
(146.37) | 4.94 
21.61 
(141.03) | 38.70 
18.60 
(149.30) | 104.10 
17.20 
(135.00)
|Net Loss                                                                     | (3.08)                | (29.89)               | (22.35)               | (30.51)                | (33.98)                

(A) The Tax information is as of December 31, the year-end of the Partnership

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.

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Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations -
   As disclosed on the Statements of Operations, revenues and expenses were comparable for the years ended March 31, 2004, 2003 and 2002, except as described below.
   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 $672,175 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.
   For the year ended March 31, 2004 the Project Partnerships reported a loss of $227,721, while a loss of $253,927 was reported for the year ended March 31, 2003. The decrease in the reported loss was due to a decrease in rental expenses at the Project Partnership level; however it is customary in the real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization.  As a result, management expects Gateway will continue to report its equity in Project Partnerships as a loss for tax and financial reporting purposes.
   In total, the Partnership reported a loss of $55,577 for the year ended March 31, 2004.  However, after adjusting for amortization, accreted interest income, the changes in operating assets and liabilities, and the equity in losses of Project Partnerships, net cash used in operating activities was $520,920.  The net cash provided by investing activities was $948,248 consisting of $774,633 in cash distributions received from Project Partnerships and $173,988 from matured Zero Coupons.
   On October 1, 1997 Value Partners, Inc. became the sole general partner of Village Apartments of Divernon Limited Partnership ("Divernon"), replacing the former general partners.  Value Partners, Inc. is an affiliate of Raymond James Tax Credit Funds, Inc., the managing general partner of Gateway.  Divernon is a 12 unit property located in Divernon, Illinois in which Gateway invested as the sole limited partner on October 1, 1989.  The property's average occupancy rate for the year declined from 100% in 2003 to 67% in 2004. Gateway loaned Divernon $10,000, $12,000, and $6,000 to cover the operating deficits for 2001, 2002, and 2003 respectively.  As of June 30, 1999, an updated workout plan with the USDA RD was implemented.  Management is using rent incentives, vigorous advertising, and tight controls over repairs and maintenance to improve occupancy and cash flows in 2004.
Liquidity and Capital Resources -
   Gateway's capital resources are used to pay General and Administrative operating costs including personnel, supplies, data processing, travel, and legal and accounting associated with the administration and monitoring of Gateway and the Project Partnerships.  The capital resources are also used to pay the Asset Management Fee due the Managing General Partner, but only to the extent that Gateway's remaining resources are sufficient to fund Gateway's ongoing needs.  (Payment of any Asset Management Fee due but unpaid at the time Gateway sells its interests in the Project Partnerships is subordinated to the investors return of their original capital contribution.)
   The sources of funds to pay the operating costs 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 Gateway from the operations of the Project Partnerships.  At March 31, 2004, Gateway had $1,092,672 of short-term investments (Cash and Cash Equivalents). It also had $139,045 in Zero Coupon Treasuries with maturities providing $142,000 in fiscal year 2005.  Management believes these sources of funds are sufficient to meet Gateway's current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.
   For the year ending March 31, 2004, Gateway received $774,633 in cash distributions from the Project Partnerships and it received $514,000 from the matured Zero Coupon Treasuries.  The General and Administrative operating costs were $175,415 and the Asset Management Fee actually paid was $649,500.Exit Strategy
   The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion. Now these very first programs are completing their compliance period.
   With that in mind, the Partnership is continuing to review the Partnership's holdings, with special emphasis on the more mature properties such as any that have satisfied the IRS compliance requirements.  The Partnership's review will consider many factors including extended use requirements on the property (such as those due to mortgage restrictions or state compliance agreements), the condition of the property, and the tax consequences to the investors from the sale of the property.
   Upon identifying those properties with the highest potential for a successful sale, refinancing or syndication, the Partnership expects to proceed with efforts to liquidate those properties.  The Partnership's objective is to maximize the investors' return wherever possible and, ultimately, to wind down those funds that no longer provide tax benefits to investors.  As of March 31, 2004, two project partnerships, Clayfed Apartments and Westside Apartments have been sold.

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, 2004 and 2003 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, 2004.  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 $874,622 and $1,500,198 of net investments are included in these financial statements as of March 31, 2004 and 2003, respectively and for which net losses of $83,787, $256,716 and $202,918 are included in the accompanying financial statements for each of the three years in the period ended March 31, 2004.  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.  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, 2004 and 2003 and the results of its operations and its 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
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 SHEETS

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2004
----                                                                                                                                                                                                                                                                                                                                                                 | 2003
----                                                                                                                                                                                                                                                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ASSETS
Current Assets:
 Cash and Cash Equivalents
 Accounts Receivable
 Investments in Securities
 Prepaid Insurance
 Tenant Security Deposits
  Total Current Assets
 Investments in Securities
 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
  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, 2004 and 2003
 General Partners
  Total Partners' Equity (deficit)
    Total Liabilities and Partners'     Equity | $   1,092,672 
8,409 
139,045 
93 
6,316 
-----------
1,246,535 
0 
1,355,760 
16,524 
741,289 
-----------
$ 3,360,108 
===========
$  493,330 
3,757 
12,001 
5,800 
-----------
514,888 
-----------
2,839,013 
1,225,073 
-----------
4,064,086 
-----------
(68,518)
-----------
(945,406)
(204,942)
-----------
(1,150,348)
-----------
  
$ 3,360,108 
=========== | $   1,343,666 
44,384 
487,057 
265 
0 
-----------
1,875,372 
128,991 
1,531,068 
0 
799,426 
-----------
$ 4,334,857 
===========
$  375,934 
2,209 
14,851 
6,800 
-----------
399,794 
-----------
3,194,525 
1,231,220 
-----------
4,425,745 
-----------
(68,086)
-----------
(194,381)
(228,215)
-----------
(422,596)
-----------
$ 4,334,857 
===========

See accompanying notes to financial statements.

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

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2004
----                                                                                                                                                                                                                                                                                                                                                                                     | 2003
----                                                                                                                                                                                                                                                                                                                                                                | 2002
----                                                                                                                                                                                                                                                                                                                                                                  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
 Rental
 Interest Subsidy
 Interest Income
 Other
  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
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
Net Loss
Allocation of Net Loss:
 Limited Partners
 General Partners
Net Loss Per Number of Limited
 Partnership Units
Number of Limited Partnership Units
 Outstanding | $  125,628 
57,189 
42,825 
76,330 
---------
301,972 
---------
479,165 
117,118 
58,297 
87,014 
85,824 
58,510 
13,643 
---------
899,571 
---------
(597,599)
---------
(227,721)
(916,962)
1,792,746 
(106,473)
----------
541,590 
----------
432 
----------
$  (55,577)
===========
$  (78,850)
23,273
----------
$  (55,577)
===========
$    (3.08)
===========
25,566 
=========== | $  124,401 
57,597 
85,376 
88,632 
---------
356,006 
---------
491,021 
68,891 
62,379 
97,493 
86,228 
59,129 
13,643 
---------
878,784 
---------
(522,778)
---------
(253,927)
0 
0 
0 
---------
(253,927)
---------
4,906 
----------
$ (771,799)
===========
$ (764,081)
(7,718)
----------
$ (771,799)
===========
$   (29.89)
===========
25,566 
=========== | $  120,669 
58,231 
131,048 
102,057 
---------
412,005 
---------
493,205 
45,714 
50,693 
84,415 
86,604 
56,805 
14,616 
---------
832,052 
---------
(420,047)
---------
(202,920)
0 
0 
0 
---------
(202,920)
---------
45,828 
----------
$ (577,139)
===========
$ (571,368)
(5,771)
----------
$ (577,139)
===========
$   (22.35)
===========
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, 2004, 2003 AND 2002:

|                                                                                                                                                 | Limited Partners
Equity (Deficit)
--------------                                                                                        | General Partners
Equity (Deficit)
---------------                                                                     | Total 
-----                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------
|Balance at March 31, 2001
Net Loss
Balance at March 31, 2002
Net Loss
Balance at March 31, 2003
Net Loss
Distributions
Balance at March 31, 2004 | $ 1,141,068 
(571,368)
------------
569,700 
(764,081)
------------
(194,381)
(78,850)
(672,175)
------------
$  (945,406)
============ | $ (214,726)
(5,771)
-----------
(220,497)
(7,718)
-----------
(228,215)
23,273
0 
-----------
$ (204,942)
=========== | $   926,342 
(577,139)
-----------
349,203 
(771,799)
-----------
(422,596)
(55,577)
(672,175)
-----------
$(1,150,348)
============

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2004, 2003 AND 2002:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 2004
----                                                                                                                                                                                                                                                                                                                                      | 2003
----                                                                                                                                                                                                                                                                                                   | 2002
----                                                                                                                                                                                                                                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Loss
  Adjustments to Reconcile Net Loss to   Net Cash Used in Operating Activities:
   Amortization
   Depreciation
   Distributions Included in Other 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) Decrease in Replacement    Reserves
   Increase (Decrease) in Security    Deposits
   (Decrease) Increase 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
(Decrease) Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year | $ (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 
========== | $(577,139)
14,616 
56,805 
(95,741)
(107,051)
202,920 
0 
0 
(45,828)
276,104 
(8,160)
(407)
1,273 
14,480 
4,400 
(5,766)
213,983 
---------
(55,511)
---------
122,886 
186,896 
(14,432)
---------
295,350 
---------
(5,367)
0 
---------
(5,367)
---------
234,472 
950,106 
---------
$1,184,578 
==========
|Supplemental Cash Flow Information:
Interest Paid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | $  28,635 
==========                                                                                                                                                                                                                                                                                                                          | $  28,631 
==========                                                                                                                                                                                                                                                                                       | $  28,373 
==========                                                                                                                                                                                                                                                                                             

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)NOTES TO COMBINED FINANCIAL STATEMENTSMarch 31, 2004, 2003 AND 2002

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.  The Managing General Partner manages and controls the business of Gateway.
   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.
   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, and reports the equity in losses of the Project Partnerships on a 3-month lag in the Statements of Operations. Under the equity method, the Investments in Project Partnerships initially include:
   	1)  Gateway's capital contribution,
   	2)  Acquisition fees paid to the General Partner for services rendered in         selecting properties for acquisition, and
   	3)  Acquisition expenses including legal fees, travel and other miscellaneous         costs relating to acquiring properties.
Quarterly the Investments in Project Partnerships are increased or decreased as follows:
   	1)  Increased for equity in income or decreased for equity in losses of the         Project Partnerships,
   	2)  Decreased for cash distributions received from the Project Partnerships and,
   	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 consist primarily of amounts due from project partnerships for voluntary operating advances made by the Partnership and tenant receivables.  The operating advances are non-interest bearing and are due on demand.  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 income.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, the 2002 and 2003 figures have been reclassified, where appropriate to conform with the financial statement presentation used in 2004.Recent Accounting Pronouncements
   In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets".  SFAS No. 144 provides accounting guidance for financial accounting and reporting for the impairment or disposal of long-lived assets.  SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of".  SFAS No. 144 is effective for fiscal years beginning after December 15, 2001.  The Partnership adopted SFAS No. 144 effective January 1, 2002.  The adoption did not have an effect on the financial position or results of operations of the Partnership.
   In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." FIN46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity to not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  FIN46 is effective for all new variable interest entities created or acquired after January 31, 2003.  For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN46 must be applied for the first interim or annual period ending after December 15, 2004.  The Partnership does not feel that there will be any effects on its results of operations as a result of the adoption of FIN46. Prior to the effective date of FIN 46, Gateway is required to disclose its maximum exposure to economic and financial statement losses as a result of its involvement with variable interest entities.  Gateway's exposure to these losses is limited to its investment in the Project Partnerships which is $1,355,760 at March 31, 2004.

---

NOTE 3 - INVESTMENT IN SECURITIES:   	The March 31, 2004 Balance Sheet includes Investments in Securities equal to $139,045.  These investments consist of U. S. Treasury Security Strips at their cost, plus accreted interest income of $79,905.  The estimated market value at March 31, 2004 of these debt securities is $141,485 resulting in a gross unrealized gain of $2,440.
   As of March 31, 2004, the cost and accreted interest by contractual maturities 
is as follows:
     Due within 1 year                             $ 139,045
     After 1 year through 5 years                          0
                                                  ----------
     Total Amount Carried on Balance Sheet          $139,045
                                                  ==========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, 2004, 2003 and 2002 were $479,165, $491,021 and $493,205 respectively.
   General and Administrative Expenses - Raymond James Tax Credit Funds, Inc., 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, 2004, 2003 and 2002 were $117,118, $68,891 and $45,714 respectively.NOTE 5 - RENTAL PROPERTY   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
========

A summary of the rental property is as follows at December 31, 2002:

|                                                       | Cost
------                                                 | Accumulated
Depreciation
------------              | Book
Value
-----                               
|------------------------------------------------------ | ----------------------------------------------------------- | -------------------------------------------------- | -----------------------------------------------
|Land
Buildings
Furniture and Appliances
Net Book Value | $   47,000
1,439,355
50,768
---------
$1,537,123
========== | $      0
687,895
49,802
--------
$737,697
======== | $ 47,000
751,460
966
--------
$799,426
========

---

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, 2003 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
     -----------           --------
     12/31/04                4,738
     12/31/05                4,846
     12/31/06                4,955
     12/31/07                5,067
     12/31/08                5,182
     Thereafter            798,037
                         ----------
     Total               $ 822,825
                         ==========
   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, 2003 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
     -----------         --------
     12/31/04               1,706
     12/31/05               1,744
     12/31/06               1,783
     12/31/07               1,823
     12/31/08               1,864
     Thereafter           393,328
                        ----------
     Total              $ 402,248
                        ==========

---

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:

|                                                                                                                                                                   | 2004
----                                      | 2003
----                                | 2002
----                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------- | ---------------------------------------- | ----------------------------------------
|Net Loss per Financial Statements                                                                                                                                  | $   (55,577)                                   | $  (771,799)                             | $  (577,139)                            
|Equity in Losses of Project Partnerships for tax purposes in excess of losses for financial statement purposes                                                     | (225,098)                                      | (528,030)                                | (440,421)                               
|Losses suspended for financial reporting purposes                                                                                                                  | (1,355,991)                                    | (2,297,126)                              | (2,149,829)                             
|Adjustments to convert March 31, fiscal year end to December 31, taxable year end                                                                                  | 17,867                                         | 32,752                                   | (14,303)                                
|Items Expensed for Financial Statement purposes not expensed for Tax purposes:
  Asset Management Fee
  Amortization Expense
  Miscellaneous Income
  Capital Loss | 186,980 
12,913 
(83,682)
(11,581)
----------- | 180,883 
12,987 
(95,741)
0 
----------- | 178,607 
17,074 
(67,493)
0 
-----------
|Partnership loss for tax purposes as of December 31                                                                                                                | $(1,514,169)
============                      | $(3,466,074)
============                | $(3,053,504)
============               
|                                                                                                                                                                   | December 31,
2003    
------------             | December 31,
2002    
------------       | December 31,
2001    
------------      
|Federal Low Income Housing Tax Credits  (Unaudited)                                                                                                                | $  51,799 
============                        | $  63,771 
============                  | $ 126,423 
============                 

---

The Partnership's Investment in Project Partnerships is approximately $23,177,288 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, 2004 are as follows:
                              Financial       Tax
                              Reporting       Reporting
                              Purposes	        Purposes	       Differences
Investments in Local
Limited Partnerships         $ 1,355,760	    $(21,821,528)    $23,177,288
Other Assets                 $ 2,004,348     $  1,842,467     $   161,881
Liabilities                  $ 4,578,974     $    112,816     $ 4,466,158NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS:
   As of March 31, 2004, 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, 2004:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | MARCH 31, 2004
--------------                                                                                           | MARCH 31, 2003
--------------                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------
|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 
(17,235,981)
(750,684)
------------
(280,649)
2,207,576 
(571,167)
------------
$ 1,355,760 
============ | $ 17,981,016 
(17,421,476)
(722,105)
------------
(162,565)
2,254,715 
(561,082)
------------
$ 1,531,068 
============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $16,608,534 for the year ended March 31, 2004 and cumulative suspended losses of $15,252,541 for the year ended March 31, 2003 are not included.
The Partnership's equity as reflected by the Project Partnerships of $17,517,241 differs from the Partnership's Investments in Project Partnerships before acquisition fees and expenses and amortization of $(280,649) 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:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 2003 
-------                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 2002 
-------                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 2001 
-------                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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)
$  9,728,256 
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)
============ | (Unaudited)
$ 10,050,606 
69,169,728 
77,652 
------------
$79,297,986 
============
$ 3,208,272 
91,074,428 
------------
94,282,700 
------------
(13,287,923)
(1,696,791)
------------
(14,984,714)
------------
$79,297,986 
============
$16,980,398 
0 
------------
16,980,398 
8,740,917 
7,095,362 
3,520,633 
------------
19,356,912 
------------
$(2,376,514)
============
$   (23,765)
============
$(2,352,749)
2,149,829 
------------
$  (202,920)
============

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.   As of December 31, 2003, the largest Project Partnership constituted 7.4% and 7.7% of the combined total assets and combined total revenues.  As of December 31, 2002, 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 2004	                Quarter 1     Quarter 2    Quarter 3    Quarter 4
                         6/30/2003     9/30/2003    12/31/2003    3/31/2004Total Revenues           $  89,820     $  55,817     $  53,243    $ 103,092
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)Year 2003                Quarter 1     Quarter 2    Quarter 3     Quarter 4
                         6/30/2002     9/30/2002    12/31/2002    3/31/2003Total Revenues           $  98,586     $  59,651     $  62,912    $ 134,857
Net Income (Loss)        $(171,285)    $(192,001)    $(170,835)   $(237,678)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (6.63)    $   (7.43)    $   (6.62)   $   (9.21)

---

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, 2003 and 2002, 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 auditing standards generally accepted in the United States of America and Government AuditingStandards, issued by the Comptroller General of the 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, 2003 and 2002, 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 22, 2004

---

Habif, Arogeti & Wynne, LLP
5565 Glenridge Connector, Suite 200
Atlanta, GA  30342
PHONE:  404-892-9651
FAX:  404-876-3913

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

To the Partners of
Milton Elderly Housing, LTD, LLLP

We have audited the accompanying balance sheets of MILTON ELDERLY HOUSING, LTD, LLLP (USDA Rural Development Case No.09-057-592911560), a limited partnership, as of December 31, 2003 and 2002, and the related statements of operations, changes in partners' equity (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 our audits in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards,issued by the Comptroller General of the United States, and the Audit Program of the Rural Development Services Office of the U.S. Department of Agriculture, formerly known as the Farmers Home Administration.  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 MILTON ELDERLY HOUSING, LTD, LLLP as of December 31, 2003 and 2002, and the results of its operations, its changes in partner's equity (deficit), and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated February 16, 2004, on our consideration of MILTON ELDERLY HOUSING, LTD LLLP's internal control and our report dated February 16, 2004, on its compliance with laws and regulations applicable to the financial statements.  Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental information on pages 14 through 23 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 auditing procedures applied in the audits 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/ Habif, Arogeti & Wynne, LLP
Atlanta, Georgia

February 16, 2004

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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, RHS Project No.: 01-061-630953708 as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America and Government AuditingStandards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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 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., RHS Project No.:01-061-630953708 as of December 31, 2003 and 2002, 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.

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 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements.  The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also 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.

In accordance with Government Auditing Standards, we have also issued a report dated February 20, 2004 on our consideration of Sylacauga Garden Apartments III, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations.  That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

Gadsden, Alabama
February 20, 2004

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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 as of December 31, 2003 and 2002, and the related statements of operations, changes in 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 our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government AuditingStandards issued by the Comptroller General of the 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 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 Partnership as of December 31, 2003 and 2002, 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.

In accordance with Government Auditing Standards, we have also issued reports dated February 12, 2004 on our consideration of the Partnership's internal control and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The accompanying supplementary information is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership.  Such information has been subjected to the auditing 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/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants

February 12, 2004
Carmel, Indiana

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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 as of December 31, 2003 and 2002, and the related statements of profit and (loss), changes in 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 our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government AuditingStandards issued by the Comptroller General of the 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 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 Partnership as of December 31, 2003 and 2002, 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.

In accordance with Government Auditing Standards, we have also issued a report dated February 12, 2004, on our consideration of the Partnership's internal control and our tests of its compliance with certain provisions of laws, regulations, contracts, and grants.  Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The accompanying supplementary information is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership.  Such information has been subjected to the auditing 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/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants

February 12, 2004
Carmel, Indiana

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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 as of December 31, 2003 and 2002, and the related statements of profit and (loss), changes in 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 our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government AuditingStandards issued by the Comptroller General of the 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 the Partnership as of December 31, 2003 and 2002, 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.

In accordance with Government Auditing Standards, we have also issued reports dated February 12, 2004, on our consideration of the Partnership's internal control and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audit as conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The accompanying supplementary information is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership.  Such information has been subjected to the auditing 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 financial statements taken as a whole.

/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants

February 12, 2004
Carmel, Indiana

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Dixon Odom PLLC
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE:  336-889-5156
FAX:  336-889-6168

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

To the Partners 
Eagles Bay Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Eagles Bay Limited Partnership as of December 31, 2003 and 2002 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 audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standardsissued by the Comptroller General of the 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 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 Eagles Bay Limited Partnership as of December 31, 2003 and 2002 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.

In accordance with Government Auditing Standards, we have also issued our report dated January 16, 2004 on our consideration of Eagles Bay Limited Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplementary information on page 10 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 audits 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/ Dixon Odom PLLC
Certified Public Accountants and Consultants

January 16, 2004

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Dixon Odom PLLC
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE:  336-889-5156
FAX:  336-889-6168

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

To the Partners 
Stone Arbor Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Stone Arbor Limited Partnership as of December 31, 2003 and 2002 and the related statements of operations, partners' equity (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 our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the 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 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 Stone Arbor Limited Partnership as of December 31, 2003 and 2002 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.

In accordance with Government Auditing Standards, we have also issued our report dated February 1, 2004 on our consideration of Stone Arbor Limited Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplementary information on page 10 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 audits 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/ Dixon Odom PLLC
Certified Public Accountants and Consultants

February 1, 2004

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Dixon Odom PLLC
1829 Eastchester Drive - P. O. Box 2646
High Point, NC 27261-2646
PHONE:  336-889-5156
FAX:  336-889-6168

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

To the Partners 
Suncrest Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheet of Suncrest Limited Partnership as of December 31, 2003 and 2002 and the related statements of operations, partners' equity (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 audit.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the 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 audit provides 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 Suncrest Limited Partnership as of December 31, 2003 and 2002 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.

In accordance with Government Auditing Standards, we have also issued our report dated January 28, 2004 on our consideration of Suncrest Limited Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplementary information on page 9 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 audits 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/ Dixon Odom PLLC
Certified Public Accountants and Consultants

January 28, 2004

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Dixon Odom PLLC
1829 Eastchester Drive - P.O. Box 2646
High Point, NC 27261-2646
PHONE:  336-889-5156
FAX:  336-889-6168

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

To the Partners
Woodcroft Limited Partnership
Raleigh, North Carolina

We have audited the accompanying balance sheets of Woodcroft Limited Partnership as of December 31, 2003 and 2002 and the related statements of operations, partners' equity (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 our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the 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 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 Woodcroft Limited Partnership as of December 31, 2003 and 2002 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.

In accordance with Government Auditing Standards, we have also issued our report dated February 3, 2004 on our consideration of Woodcroft Limited Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplementary information on page 10 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 audits 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/ Dixon Odom PLLC
Certified Public Accountants and Consultants

February 3, 2004

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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, RHS Project No.: 01-046-630978050 as of December 31, 2003 and 2002, 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 auditing standards generally accepted in the United States of America and Government AuditingStandards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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 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., RHS Project No.: 01-046-630978050 as of December 31, 2003 and 2002, 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.

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 11 through 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements.  The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2003 and 2002, is presented for purposes of complying with the requirements of the Rural Housing Services and is also 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.

In accordance with Government Auditing Standards, we have also issued a report dated February 23, 2004 on our consideration of Riverside Apartments, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations.  That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

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

February 23, 2004

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Habif, Arogeti & Wynne, LLP
5565 Glenridge Connector, Suite 200
Atlanta, GA 30342
PHONE:  404-892-9651
FAX:  404-876-3913

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

To the Partners 
Longleaf Apartments, Ltd.

We have audited the accompanying balance sheets of LONGLEAF APARTMENTS, LTD. (Rural Development Case No. 10-065-581788240), a Georgia limited partnership, as of December 31, 2003 and 2002, and the related statements of operations, changes in partners' accumulated 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 our audits in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial statement audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the Rural Development Services Office of the U.S. Department of Agriculture, formerly known as the Farmers Home Administration,Audit Program.  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 LONGLEAF APARTMENTS, LTD. as of December 31, 2003 and 2002, and the results of its operations, its changes in partners' accumulated deficit, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 13, 2004, on our consideration of LONGLEAF APARTMENTS, LTD.'s internal control and our report dated January 13, 2004, on its compliance with laws and regulations applicable to the financial statements.  Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental information on page 12 - 14 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 auditing procedures applied in the audits 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/ Habif, Arogeti & Wynne, LLP
Certified Public Accountants
Atlanta, Georgia

January 13, 2004

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Baird, Kurtz, & Dobson, LLP 
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  479-452-1040
FAX:  479-452-5542

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

Partners 
Garden Walk of Augusta
A Division of Augusta Properties (A Limited Partnership)
Fort Smith, Arkansas

We have audited the accompanying balance sheets of Garden Walk of Augusta, A Division of Augusta Properties (A Limited Partnership) as of December 31, 2003 and 2002, and the related statements of operations, partners' equity (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 our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the 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 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 Garden Walk of Augusta, A Division of Augusta Properties (A Limited Partnership) as of December 31, 2003 and 2002, 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.

In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Baird, Kurtz, & Dobson, LLP 
February 6, 2004

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Baird, Kurtz, & Dobson, LLP 
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  479-452-1040
FAX:  479-452-5542

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

Partners
Booneville Properties, A Limited Partnership
  D/B/A Garden Walk of Booneville
Fort Smith, Arkansas

We have audited the accompanying balance sheets of Booneville Properties, A Limited Partnership, D/B/A Garden Walk of Booneville as of December 31, 2003 and 2002, and the related statements of operations, partners' equity (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 our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the 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 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 Booneville Properties, A Limited Partnership, D/B/A Garden Walk of Booneville as of December 31, 2003 and 2002, 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.

In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Baird, Kurtz, & Dobson, LLP 
February 5, 2003

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Baird, Kurtz, & Dobson, LLP 
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  479-452-1040
FAX:  479-452-5542

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

Partners
Barling Properties, A Limited Partnership
  D/B/A Barling Place
Fort Smith, Arkansas

We have audited the accompanying balance sheets of Barling Properties, A Limited Partnership, D/B/A Barling Place as of December 31, 2003 and 2002, and the related statements of operations, partners' equity (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 our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the 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 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 Barling Properties, A Limited Partnership, D/B/A Barling Place of December 31, 2003 and 2002, 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.

In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Baird, Kurtz, & Dobson, LLP 
February 6, 2004

---

Baird, Kurtz, & Dobson, LLP 
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  479-452-1040
FAX: 479-452-5542

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

Partners
Poteau Properties IV, A Limited Partnership
  D/B/A Garden Walk on Michelle Lane
Fort Smith, Arkansas

We have audited the accompanying balance sheets of Poteau Properties IV, A Limited Partnership, D/B/A Darden Walk on Michelle Lane as of December 31, 2003 and 2002, and the related statements of operations, partners' equity (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 our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the 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 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 Poteau Properties IV, A Limited Partnership, D/B/A Garden Walk on Michelle Lane as of December 31, 2003 and 2002, 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.

In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants.  That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Baird, Kurtz, & Dobson, LLP 
February 6, 2004

---

Baird, Kurtz, & Dobson, LLP 
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  479-452-1040
FAX:  479-452-5542

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

Partners
Turtle Creek Properties Phase II, A Limited Partnership
  D/B/A Garden Walk of Grove III
Fort Smith, Arkansas
We have audited the accompanying balance sheets of Turtle Creek Properties Phase II, A Limited Partnership, D/B/A Garden Walk of Grove III as of December 31, 2003 and 2002, and the related statements of operations, partners' equity (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 our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the 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 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 Turtle Creek Properties Phase II, A Limited Partnership, D/B/A Garden Walk of Grove III  as of December 31, 2003 and 2002, 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.

In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Baird, Kurtz, & Dobson, LLP 
February 6, 2004

---

Baird, Kurtz, & Dobson, LLP 
5000 Rogers Avenue, Suite 700
Fort Smith, AR 72903-2079
PHONE:  479-452-1040
FAX:  479-452-5542

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

Partners
Broken Bow Properties II, A Limited Partnership
  D/B/A Garden Walk of Broken Bow II
Fort Smith, Arkansas

We have audited the accompanying balance sheets of Broken Bow Properties II, A Limited Partnership, D/B/A Garden Walk of Broken Bow II as of December 31, 2003 and 2002, and the related statements of operations, partners' equity (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 our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the 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 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 Broken Bow Properties II, A Limited Partnership, D/B/A Garden Walk of Broken Bow II as of December 31, 2003 and 2002, 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.

In accordance with Government Auditing Standards, we have also issued our report dated February 6, 2004, on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Baird, Kurtz, & Dobson, LLP

February 6, 2004

---

Item 9.  Changes in and disagreements with Accountants on Accounting and Financial         Disclosures         None.
Item 9a. Controls and Procedures
   Within 90 days prior to the filing of this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and chief financial officers, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities and Exchange Act of 1934) was performed.  Based on this evaluation, such officers have concluded that the Partnership's disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely manner to material information relating to the Partnership required to be included in this report and the Partnership's other reports that it files or submits under the Securities Exchange Act of 1934.  There were no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
PART III
Item 10. Directors and Executive Officers of Gateway   Gateway has no directors or executive officers.  Gateway's affairs are managed and controlled by the Managing General Partner.  Certain information concerning the directors and officers of the Managing General Partner are set forth below.
Raymond James Tax Credit Funds, Inc. - Managing General Partner
   Raymond James Tax Credit Funds, Inc. is the Managing General Partner and is responsible for decisions pertaining to the acquisition and sale of Gateway's interests in the Project Partnerships and other matters related to the business operations of Gateway.  The officers and directors of the Managing General Partner are as follows:
  Ronald M. Diner, is President and a Director.  He is a Senior Vice President of Raymond James & Associates, Inc., with whom he has been employed since June 1983.  Mr. Diner received an M.B.A. degree from Columbia University (1968) and a B.S. degree from Trinity College (1966).  Prior to joining Raymond James & Associates, Inc., he managed the broker-dealer activities of Pittway Real Estate, Inc., a real estate development firm.  He was previously a loan officer at Marine Midland Realty Credit Corp., and spent three years with Common, Dann & Co., a New York regional investment firm.  He has served as a member of the Board of Directors of the Council for Rural Housing and Development, a national organization of developers, managers and syndicators of properties developed under the RECD Section 515 program, and is a member of the Board of Directors of the Florida Council for Rural Housing and Development.  Mr. Diner has been a speaker and panel member at state and national seminars relating to the low-income housing credit.
  J. Davenport Mosby, is a Vice President and a Director.  He is a Senior Vice President of Raymond James & Associates, Inc. which he joined in 1982.  Mr. Mosby received an MBA from the Harvard Business School (1982).  He graduated magna cum laude with a BA from Vanderbilt University where he was elected to Phi Beta Kappa.
Raymond James Partners, Inc. -
   Raymond James Partners, Inc. has been formed to act as the general partner, with affiliated corporations, in limited partnerships sponsored by Raymond James Financial, Inc.  Raymond James Partners, Inc. is a general partner for purposes of assuring that Gateway and other partnerships sponsored by affiliates have sufficient net worth to meet the minimum net worth requirements of state securities administrators.
   Information regarding the officers and directors of Raymond James Partners, Inc., is included on pages 58 and 59 of the Prospectus under the section captioned "Management" (consisting of pages 56 through 59 of the Prospectus) which is incorporated herein by reference.

---

Item 11.  Executive Compensation   Gateway has no directors or officers.
Item 12.  Security Ownership of Certain Beneficial Owners and Management   Neither of the General Partners, nor their directors and officers, own any units of the outstanding securities of Gateway as of March 31, 2004.
   Gateway is a Limited Partnership and therefore does not have voting shares of stock.  To the knowledge of Gateway, no person owns of record or beneficially, more than 5% of Gateway's outstanding units.
Item 13.  Certain Relationships and Related Transactions   Gateway has no officers or directors.  However, various kinds of compensation and fees are payable to the General Partners and their affiliates during the organization and operations of Gateway.  Additionally, the General Partners will receive distributions from Gateway if there is cash available for distribution or residual proceeds as defined in the Partnership agreement.  The amounts and kinds of compensation and fees are described on pages 13 to 15 of the Prospectus under the caption "Management Compensation", which is incorporated herein by reference.  See Note 3 of Notes to Financial Statements in item 8 of this Annual Report on Form 10-K for amounts accrued or paid to the General Partners and their affiliates during the years ended March 31, 2004, 2003 and 2002.
   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, 2004, 2003 and 2002 were $479,165, $491,021, and $493,205 respectively.
   General and Administrative Expenses - Raymond James Tax Credit Funds, Inc., 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, 2004, 2003 and 2002 were $117,118, $68,891, and $45,714 respectively.
Item 14.  Principal Accounting Fees & Services
   The aggregate fees billed by the Partnership's principal accounting firm, Spence, Marston, Bunch, Morris and Co., for professional services rendered for the audit of the annual financial statements and review of financial statements included in the Partnerships quarterly reports on Form 10-Q for the years ended March 31, 2004 and 2003 were $16,650 and $16,250, respectively.
   Tax - During fiscal 2004 and 2003, Spence, Marston, Bunch, Morris & Co. was engaged to prepare the Partnership's federal tax return, for which they billed $5,000.
   Other Fees - The Company's Audit Committee Charter requires that the Committee approve the engagement of the principal auditing firm prior to the rendering of any audit or non-audit services.  During fiscal 2004, 100% of the audit related and other fees and 100% of the tax fees were pre-approved by the Audit Committee.

---

PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-Ka.(1) Financial Statements 
  (2) Financial Statement Schedules - 
   Schedule III - Real Estate and Accumulated Depreciation of Property Owned by Project Partnerships
   All other schedules are omitted because they are not applicable or not required, or because the required information is shown either in the financial statements or in the notes thereto.
   (3) Exhibit Index -
   The following are included with Form S-11, Registration No. 33-18142 and amendments and supplements thereto previously filed with the Securities and Exchange Commission.
TableNumber1.1      Form of Soliciting Dealer Agreement
1.2      Form of Escrow Agreement between Gateway Tax Credit Fund, Ltd., and            Southeast Bank
2.1      Purchase and Sale Agreement, dated June 30, 1988 pertaining to the            acquisition of limited partnership interests in Martindale Limited            Partnership
2.2      Purchase and Sale Agreement, dated June 30, 1988 pertaining to the            acquisition of limited partnership interests in Laynecrest Associates            Limited Partnership
2.3      Purchase and Sale Agreement, dated August 28, 1988 pertaining to the            acquisition of limited partnership interests in La Villa Elena Limited            Partnership
2.4      Purchase and Sale Agreement, date August 28, 1988 pertaining to the            acquisition of limited partnership interests in Rio Abajo Limited            Partnership
3.1      The form of Partnership Agreement of the Partnership is included as Exhibit            "A" to the Prospectus
3.1.1    Amended Certificate of Limited Partnership of Gateway Tax Credit Fund, Ltd.
3.2      Articles of Incorporation of Raymond James Partners, Inc.
3.2.1    Bylaws of Raymond James Partners, Inc.
3.3      Articles of Incorporation of Raymond James Tax Credit Funds, Inc.
3.3.1    Bylaws of Raymond James Tax Credit Funds, Inc.
3.4      Amended and Restated Agreement and Certificate of Limited Partnership of            Martindale Limited Partnership
3.5      Amended and Restated Agreement and Certificate of Limited Partnership of            Laynecrest Associates Limited
3.6      Amended and Restated Agreement and Certificate of Limited Partnership of La            Villa Elena Limited Partnership
3.7      Amended and Restated Agreement and Certificate of Limited Partnership
of Rio        Abajo Limited Partnership
3.8      Amended and Restated Agreement of Village Apartments of Fortville II, L.P.            is included as Exhibit E to the document included as Exhibit 2.5
3.9      Amended and Restated Partnership Agreement of Village Apartments of            Summitville II, L.P. is included as Exhibit E to the document included as            Exhibit 2.6
3.10     Amended and Restated Partnership Agreement of Village Apartments of       
           Madison, Ltd. is included as Exhibit E to the document included as
           Exhibit 2.7
3.11     Amended and Restated Partnership Agreement of Village Apartments of Monroe            Family, Ltd. is included as Exhibit E to the document included as Exhibit            2.8
3.12     Amended and Restated Partnership Agreement of Village Apartments of
           Longleaf Apartments, Ltd. is included as Exhibit E to the document
           included as  Exhibit 2.9
3.13     Amended and Restated Partnership Agreement of Village Apartments of
           Hannah's Mill Apartments, Ltd. is included as Exhibit E to the document
           included as Exhibit 2.10
3.14     Amended and Restated Partnership Agreement of Village Apartments of            Sylacauga Garden Apartments III, Ltd.
3.15     Amended and Restated Partnership Agreement of Suncrest Limited Partnership            is included as Exhibit E to the document included as Exhibit 2.12
3.16     Amended and Restated Partnership Agreement of Dunbarton Oaks III, Limited            Partnership
3.17     Amended and Restated Partnership Agreement of Brandywine III Limited            Partnership
3.18     Amended and Restated Partnership Agreement of Concord IV Limited
           Partnership
3.19     Amended and Restated Partnership Agreement of Mulberry Hill IV Associates            Limited Partnership
3.20     Amended and Restated Partnership Agreement of Federal Manor Limited            Partnership
3.21     Amended and Restated Partnership Agreement of Laurel Apartments Limited            Partnership
3.22     Amended and Restated Partnership Agreement of Casa Linda Limited
           Partnership
3.23     Amended and Restated Partnership Agreement of Rivermeade Associates
3.24     Amended and Restated Partnership Agreement of Keysville Limited Partnership
3.25     Amended and Restated Partnership Agreement of Laurel Woods Associates
3.26     Amended and Restated Partnership Agreement of Meadows Associates
3.27     Amended and Restated Partnership Agreement of Riverside Apts., Ltd.
3.28     Amended and Restated Partnership Agreement of Limestone Estates, Ltd.
3.29     Amended and Restated Partnership Agreement of Sandridge Apts., Ltd.
3.30     Amended and Restated Partnership Agreement of Brookshire Apts., Ltd.
3.31     Amended and Restated Partnership Agreement of Teton View Apts., Ltd.
3.32     Amended and Restated Partnership Agreement of Eagle's Bay Ltd. Partnership
3.33     Amended and Restated Partnership Agreement of Sage, Ltd.
3.34     Amended and Restated Partnership Agreement of Albany, Ltd.
3.35     Amended and Restated Partnership Agreement of Burkesville, Ltd.
3.36     Amended and Restated Partnership Agreement of Scotts Hill, Ltd.
3.37     Amended and Restated Partnership Agreement of Claremont Housing, Ltd.
3.38     Amended and Restated Partnership Agreement of Village Apartments of 
           Sparta Ltd.
3.39     Amended and Restated Partnership Agreement of Crosstown Seniors Limited            Dividend Housing Association Ltd.
3.40     Amended and Restated Partnership Agreement of Village Apartments of
           Divernon Ltd.
3.41     Amended and Restated Partnership Agreement of Oakwood Apartments Ltd.
3.42     Amended and Restated Partnership Agreement of Middleport Ltd.
3.43     Amended and Restated Partnership Agreement of Village Apartments of            Morgantown Ltd.
3.44     Amended and Restated Partnership Agreement of Lakewood Apartments Ltd.
3.45     Amended and Restated Partnership Agreement of Mabank 1988 Limited
3.46     Amended and Restated Partnership Agreement of Ashburn Housing Ltd. L.P.
3.47     Amended and Restated Partnership Agreement of Cuthbert Elderly Housing,
           Ltd.
3.48     Amended and Restated Partnership Agreement of Buena Vista Housing, Ltd.
           L.P.
3.49     Amended and Restated Partnership Agreement of Spring Creek Apts., Ltd.
3.50     Amended and Restated Partnership Agreement of Milton Elderly Housing, Ltd.,            L.P.
3.51     Amended and Restated Partnership Agreement of Sandhill Forest, Ltd.
3.52     Amended and Restated Partnership Agreement of Oakwood Grove, Ltd.
3.53     Amended and Restated Partnership Agreement of Hastings Manor, Ltd.
3.54     Amended and Restated Partnership Agreement of Robinhood Apts., Ltd.
3.55     Amended and Restated Partnership Agreement of Skyview Terrace Apts., Ltd.
3.56     Amended and Restated Partnership Agreement of Stone Arbor Ltd.
3.57     Amended and Restated Partnership Agreement of Woodcroft Ltd.
3.58     Amended and Restated Agreement of Limited Partnership of Winder            Apartments, Ltd., L.P.
3.59     Amended and Restated Partnership Agreement of Spring Creek            Apartments, Ltd.
3.60     Amended and Restated Agreement of Limited Partnership of Hunters            Ridge, Ltd.
8.1      Tax opinion and consent of Schifino & Fleischer, P.A.
24.1     Consent of Spence, Marston & Bunch, Certified Public Accountants
24.2     The consent of Gerald D. Myers, CPA
24.3     The consent of Kenneth Leventhal & Company
24.4     The consent of Schifino & Fleischer, P.A., to all references made to them
           in  the Prospectus included as a part of the Registration Statement of
           Gateway Tax Credit Fund, Ltd., and all amendments thereto, is included in
           their opinions filed as Exhibit 8.1 to the Registration Statement
28.1     Table VI (Acquisition of Properties by Program) of Appendix II to Industry            Guide 5, Preparation of Registration Statements Relating to Interests in            Real Estate Limited Partnerships
         Prospectus dated March 2, 1988
b.   Reports filed on Form 8-K - NONE
c.   Exhibits filed with this Report - NONE

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2003
Apartment Properties

|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Location
--------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | # of
Units
-----                                                                                                                                                                                                                           | Mortgage Loan
Balance   
-------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts.
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Casa Linda
Rivermeade
Laurel Woods
Keysville
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts. | Medway, OH
Union, OH
Bernalillo, NM
Truth or Consequences, NM
Fortville, IN
Summitville, IN
Yanceyville, NC
Millsboro, DE
Perryville, MD
Georgetown, DE
Federalsburg, MD
Laurel, DE
Easton, MD
Madison, OH
Thomaston, GA
Cairo, GA
Sylacauga, AL
Monroe, GA
Silver City, NM
Yorktown, VA
Ashland, VA
Keysville, VA
Kalamazoo, MI
Demopolis, AL
McDonough, GA
Fernandina Beach, FL
Limestone, ME
Beaufort, NC
Rigby, ID
Albany, KY
Burkesville, KY
Scotts Hill, TN
Gallup, NM
Cascade, ID
Middleport, NY
Columbus, NE
Morgantown, IN
Ashburn, GA
Cuthbert, GA
Melrose, FL
Crescent City, FL
Hastings, FL
Norfolk, NE
Springfield, TN
Springfield, TN
Mabank, TX
Buena Vista, GA
Elizabethtown, NC
Quitman, GA
Cherokee, AL
Milton, FL
Winder, GA
Killen, AL
Madison, NC
Greeneville, TN
Centralia, IL
Poteau, OK
Barling, AR
Booneville, AR
Augusta, KS
Farmville, VA
Kenly, NC
Athens, TX
Waggaman, LA
Middlefield, OH
Floresvile, TX
Mathis, TX
Sabinal, TX
Kingsland, TX
Crestline, OH
Poteau, OK
Decatur, AR
Broken Bow, OK
Grove, OK
Grangeville, ID
Hartwell, GA
Pulaski, VA
Jacksonville, TX | 48
30
54
42
24
24
40
32
32
32
32
32
16
40
50
36
45
48
41
80
40
24
201
40
46
46
25
40
40
24
24
12
44
16
25
24
24
41
32
16
36
24
72
48
48
42
25
32
18
24
43
48
40
40
40
24
32
48
50
66
40
48
44
43
36
40
36
24
34
36
19
24
46
42
32
24
44
40 | 1,446,953
923,232
1,449,076
1,375,220
663,401
724,200
1,453,301
1,071,747
1,069,968
1,089,196
1,143,636
1,113,766
585,516
1,170,977
1,451,699
956,093
1,392,697
1,443,842
1,360,396
2,515,027
1,257,222
746,256
4,037,686
1,144,949
1,372,770
1,298,554
1,135,730
1,461,953
1,411,099
723,263
726,751
403,042
1,454,582
435,247
936,980
777,750
779,991
1,041,790
811,302
461,817
1,000,883
691,145
2,404,350
1,448,184
1,311,233
1,098,704
648,449
1,141,154
485,305
869,470
1,068,606
1,404,041
1,154,282
1,470,688
1,189,073
791,709
574,523
887,941
1,341,376
1,898,857
1,312,954
1,321,020
1,053,235
1,059,628
1,073,798
1,025,899
863,475
597,679
836,265
1,063,304
457,519
764,648
1,465,271
1,229,615
1,135,511
662,952
1,372,351
940,895
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                            | ------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                            | $ 87,934,669                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                            | ============                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2003

|Apartment Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Cost At Acquisition
--------------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Land  
----                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Buildings,
Improvements
and Equipment
-------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts.
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Casa Linda
Rivermeade
Laurel Woods
Keysville
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts. | 310,264
243,665
128,000
88,500
25,000
30,000
331,988
105,508
120,440
123,135
142,632
144,680
55,379
60,000
60,000
54,700
70,000
110,000
153,730
240,134
96,242
30,000
408,338
89,250
114,500
144,000
79,224
175,735
50,218
49,161
44,697
30,000
196,207
23,500
18,000
96,800
15,000
35,000
22,550
28,091
44,712
18,000
207,700
50,500
40,112
57,200
11,390
82,500
33,330
20,000
50,000
73,500
48,275
57,280
47,258
36,450
33,000
62,500
32,500
101,300
102,342
25,000
103,909
138,000
70,700
75,524
37,127
18,000
30,000
54,000
18,350
24,300
70,000
45,000
65,227
49,800
75,000
46,189 | 1,533,433
928,824
1,672,703
1,610,884
780,355
849,511
1,788,595
1,154,434
1,198,338
1,205,530
1,252,927
1,156,847
652,234
1,378,177
1,754,918
1,135,966
1,521,755
1,678,673
1,518,228
2,661,910
1,301,860
793,750
5,164,734
1,329,102
1,602,613
1,476,180
1,318,259
1,752,762
972,662
865,007
838,328
465,835
1,616,554
505,789
1,132,502
862,439
940,191
1,265,760
1,006,889
544,545
1,191,986
839,600
2,754,382
1,752,851
1,424,008
1,210,248
804,816
1,402,798
575,656
589,739
1,292,395
1,692,510
1,370,214
1,813,230
1,434,138
954,070
683,016
1,049,173
1,650,087
2,280,419
1,455,858
1,588,636
1,218,102
1,340,045
1,250,957
1,050,346
1,041,038
752,263
894,081
1,317,395
564,655
945,516
1,887,868
1,513,446
1,342,952
771,529
1,650,373
1,153,440
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | -----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | $ 6,500,243                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $101,693,839                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ============                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2003

|Apartment Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Gross Amount At Which Carried At December 31, 2003
--------------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Land
----                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Casa Linda
Rivermeade
Laurel Woods
Keysville
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts. | 324,659
251,096
128,000
88,500
25,000
30,000
349,456
30,382
35,899
27,853
86,281
40,971
20,761
60,000
60,000
54,700
70,000
110,000
153,730
251,734
106,742
34,534
600,414
93,089
142,601
147,400
79,224
181,070
87,187
49,161
44,697
30,000
196,207
29,041
18,000
98,308
15,000
35,000
22,550
28,091
44,712
18,000
267,432
50,500
40,112
108,531
11,390
82,500
33,330
20,000
50,000
73,500
48,275
57,280
47,258
36,450
33,000
62,500
32,500
101,300
105,846
25,000
82,501
138,000
70,700
76,669
37,127
18,000
30,000
54,000
18,350
24,300
70,000
45,000
65,227
49,800
75,000
34,840
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | -----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | $ 6,476,268                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2003

|Apartment Properties
Partnership
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Accumulated Depreciation
-------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Depreciable Life
----------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Casa Linda
Rivermeade
Laurel Woods
Keysville
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts. | 1,125,341
647,226
747,526
656,754
441,112
481,547
658,507
799,992
846,189
838,624
854,588
852,131
440,279
655,310
888,095
587,028
965,388
900,403
601,173
1,569,605
873,213
521,101
2,501,762
509,889
800,094
760,339
800,385
592,687
866,819
408,004
398,705
217,285
620,248
325,189
404,749
436,385
472,997
605,212
483,747
217,262
481,731
316,073
1,487,927
849,846
756,630
613,515
376,595
447,731
270,087
248,953
614,116
817,924
437,835
570,922
797,963
476,201
381,477
629,188
956,112
1,313,664
821,263
582,967
762,198
473,464
548,488
440,148
307,373
225,165
309,856
574,014
320,871
524,204
905,706
841,362
717,655
376,904
941,197
665,945 | 5.0   - 27.5
5.0   - 27.5
5.0   - 40.0
5.0   - 40.0
5.0   - 27.5
5.0   - 27.5
5.0   - 40.0
5.0   - 27.5
5.0   - 27.5
5.0   - 27.5
5.0   - 27.5
5.0   - 27.5
5.0   - 27.5
5.0   - 33.0
5.0   - 30.0
5.0   - 30.0
5.0   - 27.5
5.0   - 27.5
5.0   - 40.0
5.0   - 27.5
5.0   - 27.5
5.0   - 27.5
5.0   - 40.0
5.0   - 40.0
5.0   - 30.0
5.0   - 30.0
5.0   - 27.5
5.0   - 50.0
5.0   - 27.5
5.0   - 40.0
5.0   - 40.0
5.0   - 40.0
5.0   - 40.0
5.0   - 27.5
5.0   - 27.5
5.0   - 40.0
5.0   - 27.5
5.0   - 30.0
5.0   - 30.0
5.0   - 35.0
5.0   - 35.0
5.0   - 40.0
5.0   - 30.0
5.0   - 50.0
5.0   - 50.0
5.0   - 35.0
5.0   - 30.0
5.0   - 50.0
5.0   - 40.0
5.0   - 30.0
5.0   - 30.0
5.0   - 50.0
5.0   - 50.0
5.0   - 50.0
5.0   - 27.5
5.0   - 27.5
5.0   - 25.0
5.0   - 25.0
5.0   - 25.0
5.0   - 25.0
5.0   - 27.5
5.0   - 40.0
5.0   - 25.0
5.0   - 40.0
5.0   - 27.5
5.0   - 50.0
5.0   - 50.0
5.0   - 50.0
5.0   - 50.0
5.0   - 33.0
5.0   - 25.0
5.0   - 25.0
5.0   - 25.0
5.0   - 25.0
5.0   - 27.5
5.0   - 27.5
5.0   - 27.5
5.0   - 25.0
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | -----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | $51,556,360                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2003 Reconciliation of Land, Building & Improvements current year changes:

|Balance at beginning of period -
December 31, 2002
 Additions during period:
  Acquisitions through foreclosure
  Other acquisitions
  Improvements, etc.
  Other
 Deductions during period:
  Cost of retired assets
  Other | 0 
(1,474,466)
0 
0 
---------
(276,105)
(19,787)
--------- | $ 115,563,294 
(1,474,466)
(295,892)
------------
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | -------------------------------------------------
|Balance at end of period -
December 31, 2003                                                                                                                                                                                  |                                                             | $113,792,936 
=============                      

Reconciliation of Accumulated Depreciation current year changes:

|Balance at beginning of period -
December 31, 2002
  Adjustment to Prior Year's Depreciation
  Accumulated Depreciation of retired   assets
  Current year expense |  | $ 49,390,571 
0 
(1,269,738)
3,435,527 
-----------
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------
|Balance at end of period -
December 31, 2003                                                                                                                       |  | $ 51,556,360 
============                         

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2003

|PARTNERSHIP
-----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | # OF
UNITS
-----                                                                                                                                                                                                                           | BALANCE
--------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | INTEREST
RATE
--------                                                                                                                                                                                                                                                                                                                                                                                                                                                                | MONTHLY
DEBT
SERVICE
-------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | TERM
(YEARS)
-------                                                                                                                                                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Casa Linda
Rivermeade
Laurel Woods
Keysville
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts. | 48
30
54
42
24
24
40
32
32
32
32
32
16
40
50
36
45
48
41
80
40
24
201
40
46
46
25
40
40
24
24
12
44
16
25
24
24
41
32
16
36
24
72
48
48
42
25
32
18
24
43
48
40
40
40
24
32
48
50
66
40
48
44
43
36
40
36
24
34
36
19
24
46
42
32
24
44
40 | 1,446,953
923,232
1,449,076
1,375,220
663,401
724,200
1,453,301
1,071,747
1,069,968
1,089,196
1,143,636
1,113,766
585,516
1,170,977
1,451,699
956,093
1,392,697
1,443,842
1,360,396
2,515,027
1,257,222
746,256
4,037,686
1,144,949
1,372,770
1,298,554
1,135,730
1,461,953
1,411,099
723,263
726,751
403,042
1,454,582
435,247
936,980
777,750
779,991
1,041,790
811,302
461,817
1,000,883
691,145
2,404,350
1,448,184
1,311,233
1,098,704
648,449
1,141,154
485,305
869,470
1,068,606
1,404,041
1,154,282
1,470,688
1,189,073
791,709
574,523
887,941
1,341,376
1,898,857
1,312,954
1,321,020
1,053,235
1,059,628
1,073,798
1,025,899
863,475
597,679
836,265
1,063,304
457,519
764,648
1,465,271
1,229,615
1,135,511
662,952
1,372,351
940,895 | 10.63%
9.50%
9.00%
9.50%
9.00%
9.00%
9.00%
9.00%
9.50%
9.00%
9.00%
9.50%
9.50%
9.50%
9.50%
9.50%
9.00%
9.00%
9.50%
8.75%
9.00%
9.50%
7.88%
9.25%
8.75%
9.00%
9.00%
8.75%
8.25%
9.00%
9.50%
8.75%
8.75%
9.75%
8.75%
9.50%
9.25%
8.75%
8.75%
9.00%
9.50%
9.00%
8.75%
9.75%
8.50%
8.75%
9.25%
9.00%
9.00%
11.50%
9.25%
8.75%
9.00%
9.25%
9.25%
8.75%
9.00%
9.00%
8.25%
8.75%
8.75%
8.75%
9.50%
8.75%
9.25%
9.50%
9.50%
9.00%
9.00%
9.00%
9.00%
8.75%
8.75%
9.00%
8.75%
8.75%
9.25%
8.75% | 13,193
7,591
11,397
11,306
5,214
5,691
11,372
8,429
8,822
8,270
8,994
9,191
4,822
9,604
11,920
7,852
10,941
11,294
11,167
19,753
9,677
6,137
36,182
8,204
10,486
10,071
8,910
11,153
10,261
5,703
5,996
3,073
11,087
3,750
7,144
6,379
6,226
7,935
6,189
3,615
8,215
5,412
18,332
11,031
9,866
8,345
5,187
8,912
4,591
5,223
8,547
10,709
9,032
11,759
9,511
6,031
4,777
7,382
10,250
14,465
10,010
11,366
8,648
9,625
8,579
8,466
7,082
4,674
6,554
8,620
3,569
5,801
11,110
9,818
8,646
5,045
10,978
7,175 | 50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
30
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
33
50
50
50
50
50
50
50
50
50
50
50
50
50
50
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                            | ------------$ 87,934,669
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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: September 9, 2005           By:/s/ Ronald M. Diner                                  Ronald M. Diner
                                  President
Date: September 9, 2005           By:/s/ Sandra C. Humphreys                                  Sandra C. Humphreys
                                  Secretary and Treasurer
Date: September 9, 2005           By:/s/ Carol Georges
                                  Carol Georges
                                  Vice President and Director of Accounting

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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: September 9, 2005           By:/s/ Ronald M. Diner                                  Ronald M. Diner
                                  President

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I, Carol Georges, 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: September 9, 2005           By:/s/ Carol Georges
                                  Carol Georges
                                  Vice President and Director of Accounting