UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549AMENDED FORM 10-K/A
(Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2007

or
        
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from toCommission 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) 567-1000                Securities registered pursuant to Section 12(b) of the Act:    None
               
Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
Units of Limited Partnership Interest

Number of Record Holders
              Title of Class                                     as of March 31, 2007
              Limited Partnership Interest                              2,296
              General Partner Interest                                      2
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
                                          YES     NOXIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
                                          YES     NOX
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.
                                          YESX     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
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
                
Large accelerated filer [ ]  Accelerated filer [ ]  Non-accelerated filer [X]Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes [ ]       No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter.

There is no market for the Registrants Limited Partnership interests.

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

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EXPLANATORY NOTE

This Amended Annual Report on Form 10-K/A corrects the following disclosures that Gateway had reported on its original filing for the year ended March 31, 2007.Item 9A. Controls and Procedures  The Company corrected Item 9A disclosure by reflecting that the evaluation referred to therein occurred as of the end of the period covered by the report.Consolidated Statements of Cash Flows  The Company eliminated the "expenses related to sale of Project Partnerships" line item from the financing activities section of the Consolidated Statement of Cash Flows and included those expenses as an offsetting component of the "proceeds from sale of project partnerships" line item in the investing activities section.  The newly revised line item is titled "net proceeds from sale of project partnerships."  Gateway corrected the following items in the statement of cash flows for the years ended March 31, 2007 and 2006:

As Amended         	As Originally Filed
March 31, 2007Cash Flows from Investing Activities:
     Net Proceeds from Sale of Project Partnerships           408,239                 	430,436 
     Net Cash Provided by Investing Activities                481,102                 	503,299 
Cash Flows from Financing Activities:
     Expenses Related to sale of Project Partnerships              -                  	(22,197)
      Net Cash Used in Financing Activities                  (142,227)               	(164,424)March 31, 2006Cash Flows from Investing Activities:
     Net Proceeds from Sale of Project Partnerships           600,258                 	604,258 
     Net Cash Provided by Investing Activities                708,229                 	712,229 
Cash Flows from Financing Activities:
     Expenses Related to sale of Project Partnerships              -                   	(4,000)
     Net Cash Used in Financing Activities                   (606,968)               	(610,968)

Note 2 - Significant Accounting Policies - Variable Interest EntitiesThe Company amended the disclosure by correcting the first sentence and adding two additional sentences of the disclosure to read as follows, the balance of the paragraph is unchanged (the additional information being added to the existing disclosure is underlined in the following):
As of March 31, 2007, Gateway holds variable interests in 69 VIEs, 68 of which consist of Project Partnerships, which Gateway is not the primary beneficiary.  The Village Apartments of Sparta is a VIE in which Gateway is considered to be the primary beneficiary as a result of an affiliate of the Managing General Partner serving as the general partner of that Project Partnership.  Refer to the Consolidated Statements discussion in Note 2 for further information regarding the consolidation of this Project Partnership. Note 7 - Investments in Project Partnerships- The Company included separate summarized financial information for Crosstown Seniors Limited Dividend Housing Association Limited Partnership.Exhibit 31.1 and 31.2 - The Company amended the certification in Exhibit 31.1 and 31.2 to correct the form of certifications. Except as described above, no other changes have been made to the original Form 10-K, and this Form 10-K/A does not amend, update, or change any other portion of the financial statements or any other items or disclosures in the original Form 10-K not otherwise described above.  Except for the changes stated above, this Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update those disclosures, including any exhibits to the Form 10-K affected by subsequent events.  Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the original Form 10-K.

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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 initially held investments in 82 Project Partnerships holding 87 properties.  As more fully discussed in Item 7 herein, Gateway is presently in the process of disposing of its interests in Project Partnerships which have reached the end of their fifteen year tax credit compliance period.  As of March 31, 2007, Gateway holds investments in 68 Project Partnerships, acquiring what is generally 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"). 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, 2007 were interest income of $35,306 earned on cash and cash equivalents and $87,232 in distributions received from Project Partnerships.  As of March 31, 2007 Gateway had $1,034,929 of Cash and Cash Equivalents, $278,126 of which are sales proceeds received upon sale of certain Project Partnerships and $277,902 of which were subsequently distributed to Limited Partners during May, 2007.
   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 non-subsidized apartment properties.  Risks related to the operations of Gateway are described in detail on pages 21 through 33 of the Prospectus, as supplemented, contained in the Registration Statement, File No. 33-18142 ("Prospectus"), 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)  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;
   3)  Preserve and protect the capital contributions of Investors; and
   4)  Participate in any capital appreciation in the value of the Projects.
   The investment objectives and policies of Gateway are described in detail on pages 33 through 38 of the Prospectus, 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.  The capital contributions which were raised from Limited Partner investors were successfully invested in Project Partnerships which met the investment criteria.  The Tax Credits have been delivered to Gateway and the fifteen year tax credit compliance period is now over for all but one of the Project Partnerships.  Gateway is now disposing of its remaining interests.Exit Strategy
   The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion.
   All but one of the Project Partnerships have reached the end of their Tax Credit compliance period.  As of March 31, 2007, thirteen of the Project Partnerships holding fourteen of the properties have been sold and, in accordance with the Gateway partnership agreement, the entire net proceeds received from these sales are to be distributed to the Limited Partners of Gateway.  On a cumulative basis as of March 31, 2007, $1,409,198 representing $55.12 per Limited Partner unit have been distributed to Limited Partners and an additional $277,902 representing $10.87 per limited partner unit have been distributed in May, 2007.
   Gateway is currently in the process of disposing of its remaining investments in Project Partnerships which have reached the end of their fifteen year Tax Credit compliance period.  Gateway's objective is to sell Gateway's interest in such properties for fair market value and ultimately, to liquidate the Project Partnerships and in turn ultimately liquidate Gateway.
   Gateway has no direct employees.  The General Partners have full and exclusive discretion in management and control of Gateway.
Item 1A.  Risk Factors   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.  No such contributions have been made during fiscal year 2007.
   Investors eventually may be allocated profits for tax purposes which exceed any cash Gateway distributes to them.  Under these circumstances, unless an investor has passive losses or credits to reduce such tax liability, the investor will have to pay federal income tax without a corresponding cash distribution from Gateway.  Similarly, in the event of a sale or foreclosure of an apartment complex, an investor may be allocated taxable income, resulting in tax liability, in excess of any cash distributed to the investor as a result of such event.
   There is no assurance that investors will receive any cash distributions from the sale or refinancing of a Project Partnership.  The price at which a Project Partnership is sold may not be large enough to pay the mortgage and other expenses which must be paid at such time.
Item 1B.  Unresolved Staff Comments.   None.

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Item 2.  Properties   Gateway owns interest in properties through 99% limited partnership interests in 68 Project Partnerships and a general partner interest in one project partnership (Sparta), all together holding 73 properties as of March 31, 2007.  The largest individual Project Partnership net investment as of March 31, 2007 comprises 16.63% of Gateway's total assets. (Refer to Note 7 in Part 1, Item 1 of this report for the summarized financial information of this Project Partnership).  The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Village Apartments of Sparta, as of December 31, 2006:

|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
Laurel Woods
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
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
River Road Apts.
Middlefield
Mathis Retirement
Sabinal Housing
Kingsland Housing
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

The average effective rental income per unit for the year-ended December 31, 2006 is $4,458 per year ($371 per month).
The average effective occupancy rate at December 31, 2006 was 94.8%

|                                                                                                                      | 12/31/06
--------                                                                                                      | 12/31/05
--------                                                                                                      | 12/31/04
--------                                                                                                      
|--------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------
|Land
Land Improvements
Buildings
Furniture and Fixtures
Properties, at Cost
Less: Accum. Depreciation
Properties, Net | $  4,370,614
1,568,350
90,212,695
4,359,598
------------
100,511,257
53,702,442
------------
$ 46,808,815
============ | $  4,799,885
1,566,732
99,681,232
4,723,415
------------
110,771,264
56,049,471
------------
$ 54,721,793
============ | $  5,061,085
1,569,073
102,827,091
4,659,162
------------
114,116,411
54,943,648
------------
$ 59,172,763
============

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, 2007, 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.
   (b) Approximate Number of Equity Security Holders:
                                       Number of Record Holders
   Title of Class                     as of March 31, 2007Limited Partnership Interest                    2,296
General Partner Interest                            2
Item 6.  Selected Financial Data

|                                                                             | 2007
----              | 2006
----             | 2005
----             | 2004
----             | 2003
----            
|---------------------------------------------------------------------------- | ---------------------- | --------------------- | --------------------- | --------------------- | ---------------------
|Total Revenues                                                               | $ 185,767              | $ 227,383             | $ 216,372             | $ 201,958             | $ 213,033            
|Net Loss                                                                     | (190,201)              | (378,769)             | (1,018,200)           | (55,577)              | (771,799)            
|Equity in Income (Losses) of Project Partnerships                            | (26,727)               | (107,224)             | (371,209)             | 541,590               | (253,927)            
|Total Assets                                                                 | 2,009,969              | 2,054,699             | 2,381,717             | 3,360,108             | 4,334,857            
|Investments In Project Partnerships                                          | 541,534                | 620,184               | 938,137               | 1,355,760             | 1,531,068            
|Per Limited Partnership Unit: (A)
Tax Credits 
Portfolio Income
Passive Loss | ..00 
(10.40)
(103.29) | ..00 
10.46 
(135.51) | ..00 
13.65 
(160.84) | 2.01 
10.59 
(139.25) | 2.49 
10.80 
(146.37)
|Net Loss                                                                     | (16.84)                | (24.07)               | (39.43)               | (3.08)                | (29.89)              

(A) The Tax information is as of December 31, the year-end of Gateway 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   This item should be read in conjunction with the financial statements and other items contained elsewhere in this report.
   The Managing General Partner monitors developments in the area of legal and regulatory compliance.  For example, the Sarbanes-Oxley Act of 2002 (the "Act") mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas and certain provisions of the Act will require implementation by Gateway in subsequent years. In light of the additional requirements of the Act, Gateway has and expects to continue to incur increased expenses related to compliance with the Act.
Results of Operations -
   Interest income for the year ended March 31, 2007 of $35,306 represents an increase of $7,130 or 25%, over the fiscal year 2006 interest income of $28,176, which was an increase of $16,436 or 140% over the fiscal year 2005 interest income of $11,740.  Increases in interest income over the prior two fiscal years result primarily from the increase in interest rates in each year.  Interest income is generally one source of funds available to pay administrative costs of Gateway.
   Rental Income arises solely from two project partnerships, Sparta and Village Apartments of Divernon Limited Partnership which when considered with Gateway Project Partnerships are the ("Operating Entities").  As more fully discussed in Notes 2 and 7 of the accompanying financial statements, one of the Operating Entities, the Village Apartments of Divernon, was disposed of by Gateway early in fiscal year 2007.  Rental income in fiscal year 2007 decreased by $24,086 or 18% to $109,342 as compared to fiscal year 2006 rental income of $133,428 and fiscal year 2005 rental income of $125,995.
   Gateway has no direct employees.  The General Partners have full and exclusive discretion in management and control of Gateway.  General and Administrative expense incurred by the General Partner on behalf of Gateway increased $50,293 or 29% to $223,671 in fiscal year 2007 as compared to the fiscal year 2006 expense of $173,378.  In fiscal year 2006 general and administrative expense was $56,747 or 49% higher than the fiscal year 2005 expense of $116,631.  Administrative costs of administering Gateway have increased over the two year period in large part due to increased staff related solely to the disposition of the Project Partnerships.  These administrative costs are funded from interest income received, distributions received from Project Partnerships, and from cash reserves which were funded at the inception of Gateway for the purpose of funding on-going administrative costs of Gateway.
   General and Administrative expense - Other, decreased in fiscal year 2007 by $27,309 or 21% to $101,732 as compared to $129,041 incurred in fiscal year 2006.  Fiscal year 2006 General and Administrative expense
- Other when compared to fiscal year 2005 increased $50,705, or 65% from the fiscal year 2005 expense of $78,336.  Expenses for annual tax preparation and financial statement audits and quarterly reviews, third-party investor reporting services and any other third-party professional services incurred are included in this category of expenses.  During fiscal year 2006, real estate valuation services expense of $20,700 was incurred which was not incurred in either fiscal year 2007 or fiscal year 2005.  This incremental expense incurred in the prior year accounts for the majority of the decrease in 2007 versus the prior year expense incurred.
   Amortization expense was $0 in fiscal year 2007, a $181,818 decrease as compared to fiscal year 2006.  Amortization expenses in fiscal year 2006 of $181,818 represented a $168,175 increase as compared to the fiscal year 2005 amortization expense of $13,643.  During fiscal year 2006, the useful life of the acquisition fees and expense was changed from 35 years to 15 years to better reflect the economic life of those investments.  Since all but one of the Project Partnerships exited their 15-year tax credit compliance period as of March 31, 2006, there was no amortization expense in fiscal year 2007.
   Nine Project Partnership investments were sold or otherwise disposed of during fiscal year 2007.  Four of the Project Partnerships - Albany, Ltd., Burkesville, Ltd., Floresville Housing Ltd., and Village Apartments of Divernon Limited Partnership
- were sold or otherwise disposed of during the first three quarters of fiscal
year 2007. Gateway received sales proceeds for these four Project Partnership
transactions totaling $148,698 which were distributed in fiscal year 2007 to the
Limited Partners, less $11,920 in legal and other distribution related expenses,
at $5.35 per limited partner unit. Five of the Project Partnerships - Applewood Apartments (Crestwood Villa II), Fairview South, Ltd., Robinhood Apartments, Ltd., Skyview Terrace Apartments, Ltd. and Southwood Apartments, Ltd.
- were sold in the fourth quarter of fiscal year 2007.  Gateway received net sales proceeds for these five Project Partnerships totaling $277,723 which have been distributed to the Limited Partners subsequent to the March 31, 2007 year-end (in May, 2007) at $10.87 per Limited Partner unit.
   During fiscal year 2006, two Project Partnership investments were sold, Keysville, L.P. and Rivermeade Associates.  Gateway received sale proceeds totaling $604,258 which were distributed in December 2005 to the Limited Partners, less $4,000 in legal expenses, at $23.47 per limited partnership unit.  The remaining $224 of this distribution is reflected as a Distribution Payable on the March 31, 2006 Balance Sheet.  As disclosed on the Statement of Operations, Gateway reported a $598,499 gain on these sales transactions.  One Project Partnership, Village Apartments of Divernon, was classified as of March 31, 2006 as held-for-sale on the consolidated balance sheet and as discussed above, was subsequently disposed of during fiscal year 2007.
   There were no Project Partnership sale or disposition transactions during fiscal year 2005.
   Including the May, 2007 distribution referred to above, cumulative distributions of sales proceeds since inception of Gateway to Limited Partners amount to $65.99 per unit.
   For the year ended March 31, 2007 the Project Partnerships reported losses of $26,727 which represents an $80,497 decrease as compared to the Losses from Project Partnerships for the year ended March 31, 2006 of $107,224.  For the fiscal year ended March 31, 2005, the Project Partnerships reported a loss of $371,209.  Typically, it is customary in the low-income housing tax credit industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization.  Since Gateway invests as a limited partner in Project Partnerships, and is therefore not obligated to fund losses or make additional capital contributions, Gateway does not recognize losses from individual Project Partnerships to the extent that these losses would reduce the investment balance below zero.  Therefore, as the Project Partnership investments mature and the Investments in Project Partnership balances decrease over time, the Losses from Project Partnerships recorded by Gateway decrease.
   In fiscal year 2007, the Gain on Sale of Project Partnerships amounted to $562,473, a decrease of $36,026 from the fiscal year 2006 Gain on Sale amount of $598,499.  There was no gain on sale of Project Partnerships in fiscal year 2005.  As more fully discussed herein, nine Project Partnership investments were sold or disposed of in fiscal year 2007 as compared to fiscal year 2006 when two Project Partnership investments were sold.  The amount of the gain or loss on a sale of a Project Partnership is dependent upon the specifics related to each sale or disposition transaction.  Refer to the discussion of each Project Partnership sold in the exit strategy section that follows.
   In total, Gateway reported a loss of $190,201 from operations for the year ended March 31, 2007.  Cash and Cash Equivalents increased by $276,420 but of that increase, $277,902 results from sales proceeds arising from the sale of Project Partnerships during fiscal year 2007, which are for distribution to Limited Partners in fiscal 2008.  After consideration of these sales proceeds, cash and cash equivalents decreased $1,482.
Liquidity and Capital Resources -
   Gateway's capital resources are used to pay General and Administrative operating costs including personnel, supplies, data processing, travel, legal, and accounting and audit fees 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, and cash distributed to Gateway from operations of the Project Partnerships. At March 31, 2007, Gateway had $1,034,929 of short-term investments (Cash and Cash Equivalents).  However, $278,126 of this balance represents proceeds Gateway received prior to March 31, 2007 from the sale of Project Partnership investments which is for distribution to Limited Partners and which was in fact distributed to Limited Partners subsequent to year-end in May, 2007.  Management believes that sources of funds are sufficient to meet Gateway's current and ongoing operating costs for the foreseeable future, and to perhaps pay a small portion of the unpaid Asset Management Fee.

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Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
   For the year ending March 31, 2007, Gateway received $87,232 in cash distributions from the Project Partnerships and $35,306 in interest income which are available for payment of Gateway expenses.  The General and Administrative operating costs (both General Partner and Other) were $325,403 in fiscal year 2007 and the Asset Management Fee expensed was $450,140, but note that no asset management fees were actually paid to the General Partner during fiscal year 2007.Exit Strategy
   The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion.  Gateway is currently in the process of disposing of its investments in Project Partnerships which have reached the end of their fifteen year Tax Credit compliance period.  Gateway's objective is to sell Gateway's interest in such assets for fair market value and ultimately, to liquidate the Project Partnerships.  Generally, the market for Project Partnerships is limited.  Some of the factors which negatively impact the marketability of these projects include (1) requirements by government agencies or the project's debt holder to continue to maintain the property in the low-income housing program, and (2) a mortgage balance of the property which is very near the initial balance as a result of the heavily subsidized debt of the Project Partnerships and lengthy (usually 50 year) amortization periods.
   As of March 31, 2007, Gateway holds a limited partner interest in 68 Project Partnerships and a general partner interest in one project partnership (Sparta), together holding 73 properties which own and operate government assisted multi-family housing complexes.  All but one of the Project Partnerships have reached the end of their Tax Credit compliance period.  As of March 31, 2007, thirteen of the Project Partnerships holding fourteen of the properties have been sold and, in accordance with the Gateway partnership agreement, the entire net proceeds received from these sales either have been or will be distributed to the Limited Partners of Gateway.  Gateway at one time held investments in 82 Project Partnerships holding 87 properties.  The transaction summaries for the Project Partnerships sold during the past three fiscal years are summarized below:Fiscal Year 2007 Disposition Activity:   In February 2007, Gateway sold its Project Partnership investment in Skyview Terrace Apartments.  Gateway received $38,732 in net proceeds ($1.51 per limited partnership unit) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007, and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.
   In February 2007, Gateway sold its Project Partnership investment in Fairview South Apartments.  Gateway received $50,360 in net proceeds ($1.97 per limited partnership unit) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.
   In February 2007, Gateway sold its Project Partnership investment in Southwood Apartments. Gateway received $42,710 in net proceeds ($1.67 per limited partnership unit) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.
   In February 2007, Gateway sold its Project Partnership investment in Robinhood Apartments. Gateway received $40,383 in net proceeds ($1.58 per limited partnership unit) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.
   In January 2007, Gateway sold its Project Partnership investment in Applewood Apartments. Gateway received $105,538 in net proceeds ($4.14 per limited partnership unit) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.
   In October 2006, Gateway sold its Project Partnership investment in Hunters Ridge Apartments.  Gateway received $47,616 in net proceeds ($1.90 per limited partnership unit) for the sale of this Project Partnership.  Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2006.
   In October 2006, Gateway sold its Project Partnership investment in Albany Village Apartments.  Gateway received $47,668 in net proceeds ($1.90 per limited partnership unit) for the sale of this Project Partnership.  Gateway recorded a net gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2006.
   In July 2006, Gateway sold its Project Partnership investment in Floresville Square Apartments II.  Gateway received $39,064 in net proceeds ($1.54 per limited partnership unit) for the sale of this Project Partnership.  Gateway recorded a net gain on sale of $38,210 on the sale of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2006.
   In April 2006, Gateway disposed of its Project Partnership investment in the Village Apartments of Divernon.  Gateway did not receive any net proceeds from the disposition of this Project Partnership investment.  Gateway recorded a net gain on sale of $151,256 on the disposition of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.

---

Fiscal Year 2006 Disposition Activity:   In June 2005, Gateway sold its Project Partnership investment in Rivermeade Apartments I. Gateway received $329,950 in net proceeds ($12.90 per limited partnership unit).  Gateway recorded a net gain on sale of $328,681 on the sale of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2005.
   In June 2005, Gateway sold its Project Partnership investment in Rivermeade Apartments II. Gateway received $167,550 in net proceeds ($6.55 per limited partnership unit).  Gateway recorded a net gain on sale of $167,060 on the sale of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2005.
   In June 2005, Gateway sold its Project Partnership investment in Keysville Apartments.  Gateway received $102,758 in net proceeds ($4.02 per limited partnership unit).  Gateway recorded a net gain on sale in the amount of the net proceeds and which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2005.
  
   The following summarizes the most recent status of the sale/disposal process for the remaining Project Partnership investments held as of March 31, 2007:Project Partnerships sold subsequent to March 31, 2007:Laurel Woods Apartments
Subsequent to the March 31, 2007 year-end, Gateway sold its Project Partnership investment in Laurel Woods Apartments.  Gateway realized approximately $220,000 in net proceeds or approximately $8.60 per Limited Partner unit from this sale transaction which will be distributed to Limited Partner unit holders in the 2nd quarter of fiscal year 2008.Gateway has approved the sale to the general partner of the Project Partnerships or a third
party:
Crosstown Parkway Apartments Phase I                    
  Crosstown Parkway Apartments Phase II
Pleasant Valley Apartments                                 				Casa Linda Apartments
La Villa Elena                                             					Rio Abajo Apartments
Sage Apartments                                            					Brookshire Apartments
Sandridge Apartments                                       				Limestone Apartments
   These approvals are subject to a number of contingencies, the outcome of which cannot be predicted with certainty.  However, utilizing the sales amounts as approved by Gateway, should all the transactions close without modification, the estimated net proceeds from the sales of these Project Partnerships to Gateway are estimated to be approximately $3,050,000, or $119.30 per limited partnership unit which would be available for distribution to the Limited Partners subsequent to the closing of these sale transactions which would most likely occur within the next 24-month period.Gateway has consented to the general partner granting an option for either the general partner or a third-party to purchase the Partnership Interest:
Hollybrook III Apartments                                  			Middleport Villa Apartments
Kenly Court Apartments                                     			Meadows Apartments
Pulaski Village Apartments                                 			Riverside Apartments
Ashton Place Apartments
   Should all of these options be exercised, the estimated net sales proceeds to Gateway from the sales transactions are estimated to be $975,000, or $38.14 per Limited Partnership unit potentially available for distribution to the Limited Partners over the next 24 months.  These options to purchase could expire without being exercised which would result in no sales proceeds and remarketing of the Project Partnerships the results of which are undeterminable.Project Partnerships currently listed for sale on a commercial real estate for sale website or listed for sale by the general partner of the Project Partnership:
Floral Acres Apartments                                    			Claremont Apartments
Pecan Grove Village Apartments I                           		Pecan Grove Village Apartments II
Hunters Ridge Apartments                                   			Village Apartments of Centralia II
Village Apartments of Fortville II                         		Village Apartments of Morgantown
Village Apartments of Sparta                               		Village Apartments of SummitvilleDisclosure of Contractual Obligations

|                                                                         |                | Payment due by period
|------------------------------------------------------------------------ | -------------- | ---------------------
|Contractual Obligations                                                  | Total          | Less than 
1 year    
|                                                                         |                |                      
|Debt Obligations                                                         | $  807,433 (1) | 5,684                
|Capital Lease Obligations                                                |                |                      
|Operating Lease Obligations                                              |                |                      
|Purchase Obligations                                                     |                |                      
|Other Liabilities reflected on the Registrant's Balance Sheet under GAAP | $4,684,085 (2) | 496,513              

(1)  The Debt Obligations as of March 31, 2007 represent, on a consolidated basis, the accounts of Gateway and Village Apartments of Sparta Limited Partnership.  This entity is the "Combined Entity" and represents one Project Partnership in which Gateway has invested.  As of October 1, 1996, an affiliate of Gateway's Managing General Partner, Value Partners, Inc. became the general partner of the Combined Entity.  Since the general partner of the Combined Entity is now an affiliate of Gateway, these combined statements include these liabilities.(2)  The Other Liabilities represent the asset management fees and other general and administrative expense reimbursements owed to the General Partners as of March 31, 2007.  This payable is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing.  As referred to in Note 4, the Managing General Partner does not intend to demand payment of the portion of this balance reflected as due later than one year within the next 12 months.
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk     As a small business issuer, no information is required.
Item 8.   Financial Statements and Supplementary Data

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
   Gateway Tax Credit Fund, Ltd.
   We have audited the accompanying consolidated balance sheets of Gateway Tax Credit Fund, Ltd. (a Florida Limited Partnership) as of March 31, 2007 and 2006 and the related consolidated statements of operations, partners' equity (deficit), and cash flows for each of the years in the two year period ended March 31, 2007.  These consolidated financial statements are the responsibility of Gateway's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We did not audit the financial statements of a certain Project Partnership for which $334,331 and $327,130 of net investment is included in these financial statements as of March 31, 2007 and 2006, respectively, and for which equity in its net income (loss) was $15,136 and ($40,561), respectively, for the years then ended.  Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for such underlying partnership, is based solely on the report of the other auditors.  The financial statements of Gateway Tax Credit Fund, Ltd. for the year ended March 31, 2005, were audited by other auditors whose report dated September 8, 2005, expressed an unqualified opinion on those statements.
   We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  Gateway is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Gateway's internal control over financial reporting.  Accordingly we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gateway Tax Credit Fund, Ltd. as of March 31, 2007 and 2006 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.
   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 15(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/ Reznick Group, P.C.
                                 REZNICK GROUP, P.C.
Atlanta, Georgia
July 10, 2007

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
  Gateway Tax Credit Fund, Ltd.
   We have audited the accompanying consolidated statements of operations, partners'equity (deficit), and cash flows of Gateway Tax Credit Fund, Ltd. (a Florida Limited Partnership) for the year ended March 31, 2005.  These consolidated financial statements are the responsibility of Gateway's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit.  We did not audit the financial statements of a certain Project Partnership for which net losses of $188,168 are included in the accompanying financial statements for the year ended March 31, 2005.  Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for such underlying partnership, is based solely on the report of the other auditors.
   We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated statements of operations, partners'equity (deficit) and cash flows are free of material misstatement.  Gateway is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Gateway's internal control over financial reporting.  Accordingly we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated statements of operations, partners'equity (deficit) and cash flows, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statements of operations, partners'equity (deficit) and cash flows.  We believe that our audit and the report of other auditors provide a reasonable basis for our opinion.
   In our opinion, based on our audit and the report of other auditors, the consolidated statements of operations, partners'equity (deficit) and cash flows present fairly, in all material respects, the results of operations and cash flows of Gateway Tax Credit Fund, Ltd. for the year ended March 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

SPENCE, MARSTON, BUNCH, MORRIS & CO.
CERTIFIED PUBLIC ACCOUNTANTS

Clearwater, Florida
September 8, 2005

---

PART I - Financial Information
   Item 1.  Financial Statements

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)CONSOLIDATED BALANCE SHEET
March 31, 2007 and 2006

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 2007
----                                                                                                                                                                                                                                                                                                                                                                       | 2006
----                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ASSETS
Current Assets:
 Cash and Cash Equivalents
 Accounts Receivable
 Prepaid Insurance
 Assets Held for Sale
  Total Current Assets
 Investments in Project Partnerships, Net
 Replacement Reserves
 Non-Current Assets Held for Sale
 Rental Property at Cost, Net
 Property Held for Sale
    Total Assets
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners
 Distribution Payable
 Accounts Payable - Other
 Accrued Real Estate Taxes
 Tenant Security Deposits
 Mortgage Notes Payable - Current
 Liabilities Related to Property Held for Sale
  Total Current Liabilities
Long Term Liabilities:
 Payable to General Partners
 Mortgage Notes Payable
 Liabilities Related to Property Held for Sale
  Total Long Term Liabilities
Minority Interest in Local Limited Partnerships
Partners' Equity (Deficit):
 Limited Partners (25,566 units outstanding at 
 March 31, 2007 and 2006)
 General Partners
  Total Partners' Deficit
    Total Liabilities and Partners' Equity  (Deficit) | $   1,034,929 
22,089 
95 
0 
-----------
1,057,113 
541,534 
9,637 
0 
401,685 
0 
-----------
$ 2,009,969 
===========
$  496,513 
278,126 
7,826 
10,527 
4,700 
5,684 
0 
-----------
803,376 
-----------
4,187,572 
801,749 
0 
-----------
4,989,321 
-----------
(30,271)
-----------
(4,014,192)
261,735 
-----------
(3,752,457)
-----------
$ 2,009,969 
=========== | $     758,509 
15,823 
190 
2,794 
-----------
777,316 
620,184 
19,231 
3,626 
426,698 
207,644 
-----------
$ 2,054,699 
===========
$  270,438 
224 
29,984 
10,138 
4,500 
5,148 
7,291 
-----------
327,723 
-----------
3,737,431 
807,733 
398,904 
-----------
4,944,068 
-----------
(69,517)
-----------
(3,168,987)
21,412 
-----------
(3,147,575)
-----------
$ 2,054,699 
===========

See accompanying notes to financial statements.

---



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 2007
----                                                                                                                                                                                                                                                                                                                                                    | 2006
----                                                                                                                                                                                                                                                                                                                                                         | 2005
----                                                                                                                                                                                                                                                                                                                                               
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenues:
 Rental
 Distribution Income
 Miscellaneous Income
  Total Revenues
Expenses:
 Asset Management Fee-General Partner
 General and Administrative:
  General Partner
  Other
 Rental Operating Expenses
 Interest
 Depreciation
 Amortization
  Total Expenses
Loss Before Equity in Income (Losses) of
 Project Partnerships and Other Income
Equity in Income (Losses) of Project
 Partnerships:
 Current Year Equity in Losses
  of Project Partnerships
 Gain on Sale of Project Partnerships
Minority Interest in Income (Losses)
  of Consolidated Project Partnerships
Interest Subsidy
Interest Income
Net Loss
Allocation of Net Loss:
 Limited Partners
 General Partners
Net Loss Per Number of Limited Partnership  Units
Number of Limited Partnership Units
 Outstanding | $   109,342 
72,730 
3,695 
----------
185,767 
----------
450,140 
223,671 
101,732 
74,651 
49,638 
39,382 
0 
----------
939,214 
----------
(753,447)
----------
(26,727)
562,473 
(39,246)
31,440 
35,306 
-----------
$  (190,201)
===========
$  (430,524)
240,323 
-----------
$  (190,201)
===========
$    (16.84)
===========
25,566 
=========== | $   133,428 
89,743 
4,212 
----------
227,383 
----------
464,115 
173,378 
129,041 
92,138 
85,529 
57,669 
181,818 
----------
1,183,688 
----------
(956,305)
----------
(107,224)
598,499 
398 
57,687 
28,176 
-----------
$  (378,769)
===========
$  (615,305)
236,536 
-----------
$  (378,769)
===========
$    (24.07)
===========
25,566 
=========== | $   125,995 
86,068 
4,309 
----------
216,372 
----------
476,680 
116,631 
78,336 
102,850 
85,105 
59,648 
13,643 
----------
932,893 
----------
(716,521)
----------
(371,209)
0 
601 
57,189 
11,740 
-----------
$(1,018,200)
===========
$(1,008,018)
(10,182)
-----------
$(1,018,200)
===========
$    (39.43)
===========
25,566 
===========

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005:

|                                                                                                                                                                                 | Limited Partners
(Deficit)
--------------                                                                                                                 | General Partners
Equity (Deficit)
---------------                                                                          | Total 
-----                                                                                                                                            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|Balance at March 31, 2004
Net Loss
Balance at March 31, 2005
Net Income (Loss)
Distributions
Balance at March 31, 2006
Net Income (Loss)
Distributions
Balance at March 31, 2007 | $  (945,406)
(1,008,018)
------------
(1,953,424)
(615,305)
(600,258)
------------
(3,168,987)
(430,524)
(414,681)
------------
$(4,014,192)
============ | $ (204,942)
(10,182)
-----------
(215,124)
236,536 
0 
-----------
21,412 
240,323 
0 
-----------
$  261,735 
=========== | $(1,150,348)
(1,018,200)
-----------
(2,168,548)
(378,769)
(600,258)
------------
(3,147,575)
(190,201)
(414,681)
------------
$(3,752,457)
============

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 2007
----                                                                                                                                                                                                                                                                                                   | 2006
----                                                                                                                                                                                                                                                                                                                 | 2005
----                                                                                                                                                                                                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Loss
  Adjustments to Reconcile Net Loss to Net Cash   
  Used in Operating Activities:
   Amortization
   Depreciation
   Distributions Included in Distribution  Income
   Accreted Interest Income on Investments in     Securities
   Equity in Losses of Project Partnerships
   Gain on Sale of Project Partnerships
   Minority Interest in (Income) Losses of     Consolidated Project Partnerships
Changes in Operating Assets and Liabilities:
   Increase in Accounts Receivable
   Decrease (Increase) in Prepaid Insurance
   (Decrease) Increase in Accounts Payable
   Increase in Distribution Payable
   Decrease (Increase) in Replacement Reserves
   Increase in Security Deposits
   Increase in Accrued Real Estate Taxes
   Increase 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 Proceeds from Sale of Project Partnerships
  Cash related to Property Held for Sale
  Net Cash Provided by Investing Activities
Cash Flows from Financing Activities:
  Principal Payments on Debt
  Distributions to Limited Partners
  Net Cash Used In Financing Activities
Increase (Decrease) in Cash and Cash  Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year | $  (190,201)
0 
39,382 
(72,730)
0 
26,727 
(562,473)
39,246
(6,742)
95 
(22,158)
0 
9,594 
200 
389 
676,216 
---------
(62,455)
---------
87,232 
0 
(14,369)
408,239 
0 
---------
481,102 
---------
(5,448)
(136,779)
---------
(142,227)
---------
276,420 
758,509 
---------
$1,034,929 
========== | $  (378,769)
181,818 
57,669 
(89,743)
0 
107,224 
(598,499)
(398)
(7,710)
(101)
30,483 
224 
(190)
6,583 
439 
627,272 
---------
(63,698)
---------
116,895 
0 
(7,221)
600,258 
(1,703)
---------
708,229 
---------
(6,710)
(600,258)
---------
(606,968)
---------
37,563 
720,946 
---------
$  758,509 
========== | $(1,018,200)
13,643 
59,648 
(86,068)
(2,955)
371,209 
0 
(601)
(708)
(84)
(1,538)
0 
(6,143)
33 
671 
48,255 
---------
(622,838)
---------
118,839 
142,000 
(3,149)
0 
0 
---------
257,690 
---------
(6,578)
0 
---------
(6,578)
---------
(371,726)
1,092,672 
---------
$  720,946 
==========
|Supplemental Cash Flow Information:
Interest Paid                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | $   19,632 
==========                                                                                                                                                                                                                                                                                      | $   26,409 
==========                                                                                                                                                                                                                                                                                                    | $   27,917 
==========                                                                                                                                                                                                                                                                                

Supplemental non-cash activities:
Increase in Distribution Payable                                    		$  277,902         	$        0        	$        0 
Distribution to Limited Partners                                      		(277,902)                 	0                 	0 
                                                                     		----------         	----------        	----------
                                                                   
$        0         		$        0        	$        0 
                                                                     ==========         	==========        	==========

See accompanying notes to financial statements

---

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2007, 2006 AND 2005

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 which qualify for Low-Income Housing Tax Credits ("Tax Credits") provided for in Section 42 of the Internal Revenue Code of 1986.  Gateway will terminate on December 31, 2040 or sooner, in accordance with the terms of the limited partnership agreement (the "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 of Gateway, respectively.
   Operating profits and losses, cash distributions from operations and Tax Credits are allocated 99% to the Limited Partners and 1% to the General Partners.  Profit or loss and cash distributions from sales of properties will be allocated as specified in the Agreement.NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
   Consolidated Statements   The accompanying statements include, on a consolidated basis, the accounts of Gateway, Village Apartments of Sparta Limited Partnership and Village Apartments of Divernon Limited Partnership ("Operating 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 Operating Entities.  Since the general partner of the Operating Entities is now an affiliate of Gateway, these consolidated financial statements include the financial activity of the Operating 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 Operating Entities on a 3-month lag basis, consistent with the presentation of financial information of all Project Partnerships.  Gateway sold its investment in Village Apartments of Divernon during the fiscal year ended March 31, 2007 (See further discussion of this sale transaction in Note 7).
   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 Operating 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.
   For the fiscal year ended March 31, 2006, Gateway changed the period over which the intangible acquisition fees and expenses are amortized.  In all years prior to March 31, 2006, the period in which such intangible assets had been amortized was 35 years.  In the fiscal year ended March 31, 2006, this amortization period was changed to 15 years to better approximate the period over which the benefits of these investments are realized.  As a result of this change in estimate, an additional $171,067 of amortization expense was
recognized during the year-ended March 31, 2006, as compared to the amortization expense amount which would have been realized had the estimated amortization period not changed during that year.  The net amortization is shown 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 for 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.  No such funding to Operating Entities occurred during 2005, 2006, or 2007Cash and Cash Equivalents   Gateway's policy is to include short-term investments with an original maturity of three months or less in cash and cash equivalents.  Short-term investments are comprised of money market mutual funds.Accounts Receivable
   Accounts receivable consists of tenant receivables of the Operating Entities.  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 Gateway 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
   Assets which meet certain specific criteria are classified as property held for sale as of the balance sheet date.  The Village Apartments of Divernon met such criteria as of March 31, 2006.  Accordingly its balance sheet amounts were presented as held for sale on the consolidated balance sheet as of March 31, 2006.  For the year-ended March 31, 2006, Gateway considered presentation as discontinued operations in the consolidated statement of operations and consolidated statement of cash flows, however, as the results of operations and cash flows of Village Apartments of Divernon were not significant to Gateway as a whole, such discontinued operations presentation was not made.  Divernon was subsequently sold during April, 2006 (See further discussion of this sale transaction in Note 7).
   Expenditures for maintenance and repairs of the Operating Entities are charged to expense as incurred.  Upon disposal of depreciable property, the appropriate property accounts are reduced by the related costs and accumulated depreciation.  The resulting gains and losses are reflected in the Statement of Operations.

---

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):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 whose investment advisor 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.Income Taxes   No provision for income taxes has been made in these financial statements, as income taxes are a liability of the partners rather than of Gateway.Reclassifications
   For comparability, certain 2006 amounts have been reclassified, where appropriate, to conform with the financial statement presentation used in 2007.Variable Interest Entities
   In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51," which was subsequently revised in December 2003.  Gateway has adopted FIN46 and applied its requirements to all Project Partnerships in which Gateway holds an interest.  Generally a variable interest entity, or VIE, is an entity with one or more of the following characteristics, (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.  FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE.  The primary beneficiary, as is applicable to Gateway's circumstances, is the party in the Project Partnership equity group that is most closely associated with the Project Partnership.
   As of March 31, 2007, Gateway holds variable interests in 69 VIEs, 68 of which consist of Project Partnerships, which Gateway is not the primary beneficiary.  The Village Apartments of Sparta is a VIE in which Gateway is considered to be the primary beneficiary as a result of an affiliate of the Managing General Partner serving as the general partner of that Project Partnership.  Refer to the Consolidated Statements discussion in Note 2 for further information regarding the consolidation of this Project Partnership.  Gateway's maximum exposure to loss as a result of its involvement with unconsolidated VIEs is limited to Gateway's recorded investments in and receivables from those VIEs, which is approximately $541,534 at March 31, 2007.  Gateway may be subject to additional losses to the extent of any financial support that Gateway voluntarily provides to those Project Partnerships in the future.NOTE 3 - 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.  This payable is unsecured, due on demand and, in accordance with the 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, 2007, 2006 and 2005 were $450,140, $464,115 and $476,680, respectively.
   General and Administrative Expenses - The Managing General Partner is reimbursed for general and administrative expenses of Gateway on an accountable basis.  These expenses are included in the Statements of Operations.  Totals incurred for the years ended March 31, 2007, 2006 and 2005 were $223,671, $173,378 and $116,631, respectively.

---

NOTE 4 - RENTAL PROPERTY:   A summary of the rental property of the Operating Entities is as follows as of December 
31, 2006:

|                                                       | Cost
------                                               | Accumulated
Depreciation
------------              | Book
Value
-----                                  
|------------------------------------------------------ | --------------------------------------------------------- | -------------------------------------------------- | --------------------------------------------------
|Land
Buildings
Furniture and Appliances
Net Book Value | $   32,000
968,869
48,945
---------
$1,049,814
========== | $      0
609,241
38,888
--------
$648,129
======== | $ 32,000
359,628
10,057
--------
$401,685
========

A summary of the rental property of the Operating Entities is as follows as of December 
31, 2005:

|                                                       | Cost
------                                               | Accumulated
Depreciation
------------              | Book
Value
-----                                 
|------------------------------------------------------ | --------------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------
|Land
Buildings
Furniture and Appliances
Net Book Value | $   32,000
961,171
44,826
---------
$1,037,997
========== | $      0
573,112
38,187
--------
$611,299
======== | $ 32,000
388,059
6,639
--------
$426,698
========

NOTE 5 - MORTGAGE NOTE PAYABLE:

---

NOTE 6 - TAXABLE INCOME (LOSS):
   The following is a reconciliation between Net Loss as described in the financial statements and the Partnership loss for tax purposes:

|                                                                                                                                                                                                                                                            | 2007
----                                     | 2006
----                                 | 2005
----                                  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | ----------------------------------------- | -------------------------------------------
|Net Loss per Financial Statements                                                                                                                                                                                                                           | $   (190,201)                                 | $   (378,769)                             | $ (1,018,200)                              
|Equity in Losses of Project Partnerships for tax purposes in excess of losses for financial statement purposes                                                                                                                                              | (114,857)                                     | (905,444)                                 | (378,427)                                  
|Losses suspended for financial reporting purposes                                                                                                                                                                                                           | (1,730,651)                                   | (1,998,796)                               | (1,984,370)                                
|Adjustments to convert March 31, fiscal year end to December 31, taxable year end                                                                                                                                                                           | (219,518)                                     | 219,027                                   | 58,355                                     
|Additional Gain on Sale of Project Partnerships for tax purposes                                                                                                                                                                                            | 526,598                                       | 999,397                                   | 0                                          
|Items Expensed for Financial Statement purposes not expensed for Tax purposes:
  Asset Management Fee
  Amortization Expense
  Miscellaneous Income
Items Expensed for Tax purposes not expensed for Financial Statement purposes:
  Administrative Expense | 455,354 
172,343 
(58,505)
(224)
------------ | 466,433 
12,885 
(89,491)
0 
------------ | (356,406)
13,644 
(133,949)
0 
------------
|Gateway loss for tax purposes as of December 31                                                                                                                                                                                                             | $(1,159,661)
============                     | $(1,674,758)
============                 | $(3,799,353)
============                  
|                                                                                                                                                                                                                                                            | December 31,
2006    
------------            | December 31,
2005    
------------        | December 31,
2004   
------------          
|Federal Low Income Housing Tax Credits  (Unaudited)                                                                                                                                                                                                         | $         0 
============                     | $         0 
============                 | $         0 
============                  

The Partnership's Investment in Project Partnerships is approximately $28,391,847 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 purposes.
   The differences in the assets and liabilities of Gateway for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:
                                       Financial           Tax
                                       Reporting           Reporting
                                      
Purposes 	           Purposes          Differences
Investments in Local
Limited Partnerships                 $   541,534 	        $(27,850,313)       $28,391,847
Other Assets                         $ 1,468,435         $    763,567        $   704,868
Liabilities                          $ 5,792,697         $    375,716        $ 5,416,981

---

NOTE 7 - INVESTMENTS IN PROJECT PARTNERSHIPS:
   As of March 31, 2007, Gateway holds a 99% interest in the profits, losses and tax credits as a limited partner in 68 Project Partnerships and a general partner interest in Sparta, all together holding 73 properties which own and operate government assisted multi-family housing complexes.
   Cash flows from operations are allocated according to each Project Partnership agreement. Upon dissolution proceeds will be distributed according to each Project Partnership agreement.
   Gateway at one time held investments in 82 Project Partnerships holding 87 properties.  As of March 31, 2007, Gateway has sold or otherwise disposed of its interest in 13 Project Partnerships which held 14 properties.  The transactions summaries for the Project Partnerships sold during the past three fiscal years are summarized below:Fiscal Year 2007 Disposition Activity:   In February 2007, Gateway sold its Project Partnership investment in Skyview Terrace Apartments.  Gateway received $38,732 in net proceeds ($1.51 per limited partnership unit) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007, and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.
   In February 2007, Gateway sold its Project Partnership investment in Fairview South Apartments.  Gateway received $50,360 in net proceeds ($1.97 per limited partnership unit) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.
   In February 2007, Gateway sold its Project Partnership investment in Southwood Apartments.  Gateway received $42,710 in net proceeds ($1.67 per limited partnership unit) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.
   In February 2007, Gateway sold its Project Partnership investment in Robinhood Apartments.  Gateway received $40,383 in net proceeds ($1.58 per limited partnership unit) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.
   In January 2007, Gateway sold its Project Partnership investment in Applewood Apartments.  Gateway received $105,538 in net proceeds ($4.14 per limited partnership unit) for the sale of this Project Partnership.  The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.
   In October 2006, Gateway sold its Project Partnership investment in Hunters Ridge Apartments.  Gateway received $47,616 in net proceeds ($1.90 per limited partnership unit) for the sale of this Project Partnership.  Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2006.
   In October 2006, Gateway sold its Project Partnership investment in Albany Village Apartments.  Gateway received $47,668 in net proceeds ($1.90 per limited partnership unit) for the sale of this Project Partnership.  Gateway recorded a net gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2006.
   In July 2006, Gateway sold its Project Partnership investment in Floresville Square Apartments II.  Gateway received $39,064 in net proceeds ($1.54 per limited partnership unit) for the sale of this Project Partnership.  Gateway recorded a net gain on sale of $38,210 on the sale of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.  The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2006.
   In April 2006, Gateway disposed of its Project Partnership investment in the Village Apartments of Divernon.  Gateway did not receive any net proceeds from the disposition of this Project Partnership investment.  Gateway recorded a net gain on sale of $151,256 on the disposition of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.Fiscal Year 2006 Disposition Activity:   In June 2005, Gateway sold its Project Partnership investment in Rivermeade Apartments I.  Gateway received $ 329,950 in net proceeds ($12.90 per limited partnership unit).  Gateway recorded a net gain on sale of $328,681 on the sale of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2005.
   In June 2005, Gateway sold its Project Partnership investment in Rivermeade Apartments II.  Gateway received $167,550 in net proceeds ($6.55 per limited partnership unit).  Gateway recorded a net gain on sale of $167,060 on the sale of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2005.
   In June 2005, Gateway sold its Project Partnership investment in Keysville Apartments.  Gateway received $102,758 in net proceeds ($4.02 per limited partnership unit).  Gateway recorded a net gain on sale in the amount of the net proceeds and which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2005.
   The following is a summary of Investments in Project Partnerships, excluding the Operating Entities at March 31, 2007 and 2006:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | MARCH 31, 2007
--------------                                                                                           | MARCH 31, 2006
--------------                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------
|Capital Contributions to Project Partnerships 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 | $ 15,720,185 
(15,751,914)
(702,417)
------------
(734,146)
1,979,556 
(703,876)
------------
$   541,534 
============ | $ 17,228,138 
(17,245,840)
(771,541)
------------
(789,243)
2,176,055 
(766,628)
------------
$   620,184 
============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $19,299,452 for the year ended March 31, 2007 and cumulative suspended losses of $19,655,193 for the year ended March 31, 2006 are not included.

---

NOTE 7 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):   The Partnership's equity as reflected by the Project Partnerships of $(20,692,359) differs from the Partnership's Investments in Project Partnerships before acquisition fees and expenses and amortization of $(734,146), primarily because of suspended losses on the Partnership's books.   In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships, excluding the Operating Entities beginning on the date of combination, on a three month lag, below is the summarized financial information for the Gateway's Project Partnerships as of December 31 of each year:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 2006
----                                                                                                                                                                                                                                                                                                                                                                                                                                 | 2005
----                                                                                                                                                                                                                                                                                                                                                                                                                                 | 2004
----                                                                                                                                                                                                                                                                                                                                                                                                                                
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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
  Limited Partner
  General Partners
    Total Partners' equity
    Total liabilities and partners'  equity
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income 
Expenses:
  Operating expenses
  Interest expense
  Depreciation and amortization
    Total expenses
      Net loss
Other partners' share of net loss
Gateway's share of net loss
Suspended losses
Equity in Loss of Project Partnerships | $  8,441,716 
46,808,815 
876,557 
------------
$56,127,088 
============
$ 4,140,571 
74,864,944 
------------
79,005,515 
------------
(20,692,359)
(2,186,068)
------------
(22,878,427)
------------
$56,127,088 
============
$16,218,199 
8,922,830 
6,019,721 
3,051,054 
------------
17,993,605 
------------
$(1,775,406)
============
$   (18,028)
============
$(1,757,378)
1,730,651 
------------
$   (26,727)
============ | $  8,866,220 
54,721,793 
476,710 
------------
$64,064,723 
============
$ 3,673,308 
83,731,653 
------------
87,404,961 
------------
(21,204,017)
(2,136,221)
------------
(23,340,238)
------------
$64,064,723 
============
$17,514,169 
9,322,311 
6,997,036 
3,322,115 
------------
19,641,462 
------------
$(2,127,293)
============
$   (21,273)
============
$(2,106,020)
1,998,796 
------------
$  (107,224)
============ | $  9,373,440 
59,172,763 
490,196 
------------
$69,036,399 
============
$ 3,531,551 
87,638,861 
------------
91,170,412 
------------
(20,002,194)
(2,131,819)
------------
(22,134,013)
------------
$69,036,399 
============
$16,991,124 
9,301,845 
6,613,496 
3,455,156 
------------
19,370,497 
------------
$(2,379,373)
============
$   (23,794)
============
$(2,355,579)
1,984,370 
------------
$  (371,209)
============

As of December 31, 2006, the largest Project Partnership constituted 8.4% and 8.0% of the consolidated total assets and consolidated total revenues.  As of December 31, 2005, the largest Project Partnership constituted 7.6% and 7.5% of the consolidated total assets and consolidated total revenues.

---

NOTE 7 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
   Below is the summarized balance sheet for Crosstown Seniors Limited Dividend Housing Association Limited Partnership as of December 31, 2004, 2005, & 2006 and its summarized statement of operations for the years then ended.  The reporting period is consistent with Gateway's policy of presenting the financial information of Project Partnerships on a three-month lag.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 2006
----                                                                                                                                                                                                                                                                                                                                                                                                             | 2005
----                                                                                                                                                                                                                                                                                                                                                                                                    | 2004
----                                                                                                                                                                                                                                                                                                                                                                                                             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SUMMARIZED BALANCE SHEETS
Assets:
  Current assets
  Investment properties, net
  Other assets
    Total assets
Liabilities and Partners' Deficit:
  Current liabilities
  Long-term debt
    Total liabilities
Partners' equity (deficit)
  Limited Partner
  General Partners
    Total Partners' deficit
    Total liabilities and partners'  deficit
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income 
Expenses:
  Operating expenses
  Interest expense
  Depreciation and amortization
    Total expenses
      Net income (loss)
Other partners' share of net income (loss)
Gateway's share of net income (loss)
Suspended losses
Equity in Income (Loss) of Project Partnerships | $  1,034,004 
3,353,423 
338,067 
------------
$  4,725,494 
============
$  1,162,004 
3,576,399 
------------
4,738,403 
------------
334,229 
(347,138)
------------
(12,909)
------------
$  4,725,494 
============
$  1,298,578 
881,734 
223,086 
178,469 
------------
1,283,289 
------------
$     15,289 
============
$        153 
============
$     15,136 
0 
------------
$     15,136 
============ | $   984,687 
3,516,468 
357,554 
------------
$ 4,858,709 
============
$ 1,131,589 
3,741,179 
------------
4,872,768 
------------
327,028 
(341,087)
------------
(14,059)
------------
$ 4,858,709 
============
$ 1,330,114 
956,297 
234,483 
180,305 
------------
1,371,085 
------------
$   (40,971)
============
$      (410)
============
$   (40,561)
0 
------------
$   (40,561)
============ | $  1,139,094 
3,695,749 
428,684 
------------
$  5,263,527 
============
$  1,297,271 
3,894,630 
------------
5,191,901 
------------
385,716 
(314,090)
------------
71,626 
------------
$  5,263,527 
============
$  1,238,284 
1,000,565 
245,085 
182,703 
------------
1,428,353 
------------
$   (190,069)
============
$     (1,901)
============
$   (188,168)
0 
------------
$   (188,168)
============

---

NOTE 8 - SUBSEQUENT EVENTS:
   Subsequent to Gateway's year-end, Gateway sold its partnership interest in Laurel Woods Apartments.  Gateway realized approximately $220,000 in net proceeds (approximately $8.60 per unit) from this sale transaction which will be distributed to Limited Partner Unit holders in the 2nd quarter of fiscal year 2008.

NOTE 9 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

Year 2007                   Quarter 1     Quarter 2    Quarter 3     Quarter 4
                            6/30/2006     9/30/2006    12/31/2006    3/31/2007Total Revenues              $  52,816     $  22,057     $  49,156    $  61,738
Net Income (Loss)           $ (10,816)    $(145,572)    $ (36,044)   $   2,231
Loss Per Weighted 
Average Beneficial 
Assignee Certificates 
Outstanding                 $    (.42)    $   (5.64)     $  (1.40)   $   (9.38)Year 2006                   Quarter 1     Quarter 2    Quarter 3     Quarter 4
                            6/30/2005     9/30/2005    12/31/2005    3/31/2006Total Revenues              $  63,273     $  49,092     $  62,920    $  52,098
Net Income (Loss)           $(182,951)    $ 398,411     $(246,930)   $(347,299)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding    $   (7.08)    $   12.77     $  (9.65)    $ (13.59)

---

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

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

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, 2006 and 2005, 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 the Standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that 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, 2006 and 2005, and the results of its operations, changes in partners'equity/(deficit) 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
February 17, 2007

---

Item 9.  Changes in and disagreements with Accountants on Accounting and Financial Disclosures   None
Item 9A.  Controls and Procedures
   As of the end of the period covered by this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and chief financial officer of the Partnership's Managing General Partner, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities 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.
Item 9A(T).  Controls and Procedures
   Not applicable to Gateway's annual report for fiscal year ended March 31, 2007.
Item 9B.  Other Information   None.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance   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.  Certain officers and directors of the Managing General Partner are as follows:
   Ronald M. Diner, age 63, 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, age 51, is a Vice President and a Director.  He is a Senior Managing Director 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 Tax Credit Funds, Inc. is a wholly owned subsidiary of Raymond James Financial, Inc. ("RJF").  RJF has adopted a Business Ethics and Corporate Policy that is applicable to the officers and employees of Raymond James Tax Credit Funds, Inc., the Managing General Partner of Gateway.  That policy is posted on RJF's Internet website at raymondjames.com
raymondjames.comunder "About Our Company" --- Investor Relations --- Corporate Governance --- Employee Code of Ethics.
Raymond James Partners, Inc. -
   Raymond James Partners, Inc. was formed to act as the general partner, with affiliated corporations, in limited partnerships sponsored by Raymond James Financial, Inc. 
   Information regarding the officers and directors of Raymond James Partners, Inc., is included on pages 51 and 52 of the Prospectus under the section captioned "Management" (consisting of pages 49 through 52 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 and Related Stockholder Matters   Neither of the General Partners, nor their directors and officers, own any units of the outstanding securities of Gateway as of March 31, 2007.
   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 and Director Independence   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 4 of Notes to Financial Statements in Item 8 of this Amended Annual Report on Form 10-K/A for amounts accrued or paid to the General Partners and their affiliates during the years ended March 31, 2007, 2006 and 2005.
   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, 2007, 2006 and 2005 were $450,140, $464,115, and $476,680, 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, 2007, 2006 and 2005 were $223,671, $173,378, and $116,631, respectively.
Item 14.  Principal Accounting Fees & Services
   Audit Fees
   The aggregate fees billed by Gateway's principal accounting firm, Reznick Group, P.C., for professional services rendered for the audit of the annual financial statements and review of financial statements included in Gateway's quarterly report on Form 10-Q for the year ended March 31, 2007 was $32,000.  The aggregate fees billed by Gateway's former principal accounting firm, Spence, Marston, Bunch, Morris and Co., during fiscal year 2007 for services pertaining to prior years audit reports were $2,000.
   The aggregate fees billed by Gateway's principal accounting firm, Reznick Group, P.C., for professional services rendered for the audit of the annual financial statements and review of financial statements included in Gateway's quarterly report on Form 10-Q for the year ended March 31, 2006 was $26,000.  The aggregate fees billed by Gateway's former principal accounting firm, Spence, Marston, Bunch, Morris and Co., during fiscal year 2006 for review of certain quarterly reports on Form 10-Q were $1,400.
   Tax Fees
   During fiscal 2007 and 2006, Spence, Marston, Bunch, Morris & Co. was engaged to prepare Gateway's federal tax return, for which they billed $8,000 and $5,500 for 2007 and 2006, respectively.
   Other Fees
   The two members of Raymond James Tax Credit Funds, Inc. Board of Directors, Ronald M. Diner and J. Davenport Mosby III also serve as the members of the Audit Committee on behalf of Gateway.  The audit committee charter requires that the committee approve the engagement of the principal accounting firm prior to the rendering of any audit or non-audit services.  During fiscal 2007, 100% of the audit related and other services and 100% of the tax services 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
   Schedule IV - Mortgage loans on real estate
   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 Listing
ExhibitNumber   Description3.1      Amended Certificate of Limited Partnership of Gateway Tax Credit Fund, Ltd. (Filed as  an Exhibit to Registration Statement on Form S-11,
         File No. 33-18142 and incorporated  herein by reference.)
4.1      The form of Partnership Agreement of the Partnership (included as Exhibit "A" to the  Prospectus, File No. 33-18142, and incorporated herein
         by reference.)
23       The consent of Reznick Group, P.C. (Filed herewith.)
23       The consent of Spence, Marston, Bunch, Morris & Co. (Filed herewith.)
31.1     Certification required by Rule 15d-14(a).(Filed herewith.)
31.2     Certification required by Rule 15d-14(a).(Filed herewith.)
32       Certification required by Rule 15d-14(b).(Filed herewith.)

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta, as of December 31, 2006:

|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
Laurel Woods
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
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
River Road Apts.
Middlefield
Mathis Retirement
Sabinal Housing
Kingsland Housing
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village | 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
Ashland, VA
Kalamazoo, MI
Demopolis, AL
McDonough, GA
Fernandina Beach, FL
Limestone, ME
Beaufort, NC
Rigby, ID
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
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
Waggaman, LA
Middlefield, OH
Mathis, TX
Sabinal, TX
Kingsland, TX
Poteau, OK
Decatur, AR
Broken Bow, OK
Grove, OK
Grangeville, ID
Hartwell, GA
Pulaski, VA | 48
30
54
42
24
24
40
32
32
32
32
32
16
39
50
36
42
48
41
40
201
40
46
46
25
40
40
12
44
16
25
24
24
40
32
16
36
24
72
42
24
32
18
24
43
48
40
40
40
24
32
48
48
66
40
48
43
36
36
24
34
19
24
46
42
32
24
44 | $   1,430,868
911,483
1,427,326
1,357,862
653,598
714,038
1,434,201
1,055,660
1,055,428
1,066,499
1,126,470
1,098,253
577,625
1,157,138
1,434,110
944,413
1,372,279
1,425,015
1,343,913
1,238,790
3,576,399
1,131,665
1,353,715
1,280,948
1,119,466
1,442,301
1,392,218
397,714
1,434,881
430,366
924,594
768,261
771,156
1,027,891
800,477
454,150
988,953
681,995
2,370,496
1,084,891
640,984
1,127,171
479,449
854,471
1,056,307
1,385,310
1,139,113
1,454,027
1,175,386
781,148
555,278
858,198
1,312,559
1,873,467
1,295,035
1,306,620
981,513
1,061,734
853,267
589,763
824,658
451,869
754,826
1,447,822
1,215,574
1,121,254
654,081
1,356,554
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                              | ------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                              | $ 74,864,944                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                              | ============                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta, as of December 31, 2006:

|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
Laurel Woods
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
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
River Road Apts.
Middlefield
Mathis Retirement
Sabinal Housing
Kingsland Housing
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village | $  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
96,242
408,338
89,250
114,500
144,000
79,224
175,735
50,218
30,000
196,207
23,500
18,000
96,800
15,000
35,000
22,550
28,091
44,712
18,000
207,700
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
138,000
70,700
37,127
18,000
30,000
18,350
24,300
70,000
45,000
65,227
49,800
75,000 | $  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
1,301,860
5,164,734
1,329,102
1,602,613
1,476,180
1,318,259
1,752,762
972,662
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
1,210,248
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
1,340,045
1,250,957
1,041,038
752,263
894,081
564,655
945,516
1,887,868
1,513,446
1,342,952
771,529
1,650,373
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | -----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ------------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | $ 5,766,017                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | $ 88,618,702                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ============                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta, as of December 31, 2006:

|Apartment Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Gross Amount At Which Carried At December 31, 2006
--------------------                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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
Laurel Woods
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
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
River Road Apts.
Middlefield
Mathis Retirement
Sabinal Housing
Kingsland Housing
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village | $  324,659
251,096
187,734
107,245
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
161,550
106,742
600,414
102,229
142,601
147,400
79,224
181,070
87,187
30,000
275,483
29,041
18,000
98,308
15,000
35,000
22,550
28,091
44,712
18,000
268,767
112,306
11,390
82,500
33,330
21,619
50,000
73,500
48,275
57,280
47,258
36,450
33,000
62,500
32,500
101,300
105,846
25,000
138,000
70,700
37,127
18,000
30,000
18,350
24,300
70,000
45,000
65,227
49,800
75,000
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | -----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | $ 5,938,964                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta, as of December 31, 2006:

|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
Laurel Woods
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
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
River Road Apts.
Middlefield
Mathis Retirement
Sabinal Housing
Kingsland Housing
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village | $  1,320,120
769,341
926,874
817,639
523,785
570,339
782,751
931,019
991,642
991,107
1,006,812
992,964
515,220
785,057
1,057,274
696,853
1,157,600
1,078,295
740,965
1,038,951
2,979,512
623,412
983,362
934,355
938,543
697,715
1,059,844
317,546
787,032
405,108
491,769
517,840
573,260
727,788
580,116
257,213
566,865
376,723
1,838,739
767,428
454,094
527,528
325,280
322,870
739,899
980,446
516,453
673,358
966,684
578,180
463,438
755,089
1,145,130
1,573,974
979,579
713,932
577,415
661,612
369,937
270,301
370,701
385,403
632,541
1,102,684
1,013,507
879,016
457.853
1,146,760 | 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 - 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 - 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 - 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 - 40.0
5.0 - 27.5
5.0 - 50.0
5.0 - 50.0
5.0 - 50.0
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
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | -----------                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | $53,702,442                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

|Balance at beginning of period - December 31, 2005
 Additions during period:
  Acquisitions through foreclosure
  Other acquisitions
  Improvements, etc.
  Other
 Deductions during period:
  Cost of retired assets
  Other | 0 
371,221 
0 
0 
---------
(10,631,228)
0 
--------- | $ 110,771,264 
371,221 
(10,631,228)
------------
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------- | -------------------------------------------------
|Balance at end of period - December 31, 2006                                                                                                                                                                                  |                                                       | $100,511,257 
=============                      

Reconciliation of Accumulated Depreciation current year changes:

|Balance at beginning of period - December 31, 2005
  Adjustment to Prior Year's Depreciation
  Accumulated Depreciation of retired assets
  Current year expense |  | $ 56,049,471 
0 
(5,396,632)
3,049,603 
-----------
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------
|Balance at end of period - December 31, 2006                                                                                                                     |  | $ 53,702,442 
============                         

---

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2006
The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta, as of December 31, 2006:

|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
Laurel Woods
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
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
River Road Apts.
Middlefield
Mathis Retirement
Sabinal Housing
Kingsland Housing
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village | 48
30
54
42
24
24
40
32
32
32
32
32
16
39
50
36
42
48
41
40
201
40
46
46
25
40
40
12
44
16
25
24
24
40
32
16
36
24
72
42
24
32
18
24
43
48
40
40
40
24
32
48
48
66
40
48
43
36
36
24
34
19
24
46
42
32
24
44 | $  1,430,868
911,483
1,427,326
1,357,862
653,598
714,038
1,434,201
1,055,660
1,055,428
1,066,499
1,126,470
1,098,253
577,625
1,157,138
1,434,110
944,413
1,372,279
1,425,015
1,343,913
1,238,790
3,576,399
1,131,665
1,353,715
1,280,948
1,119,466
1,442,301
1,392,218
397,714
1,434,881
430,366
924,594
768,261
771,156
1,027,891
800,477
454,150
988,953
681,995
2,370,496
1,084,891
640,984
1,127,171
479,449
854,471
1,056,307
1,385,310
1,139,113
1,454,027
1,175,386
781,148
555,278
858,198
1,312,559
1,873,467
1,295,035
1,306,620
981,513
1,061,734
853,267
589,763
824,658
451,869
754,826
1,447,822
1,215,574
1,121,254
654,081
1,356,554 | 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%
9.00%
7.88%
9.25%
8.75%
9.00%
9.00%
8.75%
8.25%
8.75%
8.75%
9.75%
8.75%
9.50%
9.25%
8.75%
8.75%
9.00%
9.50%
9.00%
8.75%
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%
8.75%
9.25%
9.50%
9.00%
9.00%
9.00%
8.75%
8.75%
9.00%
8.75%
8.75%
9.25% | $  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
9,677
36,182
8,204
10,486
10,071
8,910
11,153
10,261
3,073
11,087
3,750
7,144
6,379
6,226
7,935
6,189
3,615
8,215
5,412
18,332
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
9,625
8,579
7,082
4,674
6,554
3,569
5,801
11,110
9,818
8,646
5,045
10,978 | 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
33
50
50
50
50
50
50
50
50
50
50
50
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                              | ------------$ 74,864,944
===========                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                            

---

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: April 11, 2008              By:/s/ Ronald M. Diner                                  Ronald M. Diner
                                  President, Director
Date: April 11, 2008              By:/s/ J. Davenport Mosby III
                                  J. Davenport Mosby III
                                  Director
Date: April 11, 2008              By:/s/ Jonathan Oorlog
                                  Jonathan Oorlog
                                  Vice President and Chief Financial Officer
Date: April 11, 2008              By:/s/ Sandra C. Humphreys                                  Sandra C. Humphreys
                                  Secretary and Treasurer

---

EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) CertificationI, Ron Diner, certify that:

1. I have reviewed this Amended Report on Form 10-K/A of Gateway Tax Credit Fund, Ltd.;

2. Based on my knowledge, this 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
   report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
   Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-   15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls  and procedures to be designed under our supervision, 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 report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal  control over financial reporting to be designed under our
       supervision, to provide  reasonable assurance regarding the reliability of financial reporting and the  preparation of financial statements
       for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and  presented in this report our conclusions about the
       effectiveness of the disclosure  controls and procedures, as of the end of the period covered by this report based on  such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over  financial reporting that occurred during the registrant's most
       recent fiscal quarter  (the registrant's fourth fiscal quarter in the case of an annual report) that has  materially affected, or is
       reasonably likely to materially affect, the registrant's  internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
   to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
       reasonably likely to adversely  affect the registrant's ability to record, process, summarize and report financial  information; and

(b) Any fraud, whether or not material, that involves management or other employees who  have a significant role in the registrant's internal
       control over financial reporting.

|Date: April 11, 2008                
|------------------------------------
|                                    
|By:/s/ Ronald M. Diner              
|President                           
|Raymond James Tax Credit Funds, Inc.
|(the Managing General Partner)      

---

EXHIBIT 31.2
Rule 13a-14(a)/15d-14(a) CertificationI, Jonathan Oorlog, certify that:

1. I have reviewed this Amended Report on Form 10-K/A of Gateway Tax Credit Fund, Ltd.;

2. Based on my knowledge, this 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
   report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
   Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-   15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls  and  procedures to be designed under our supervision, 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 report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal  control over  financial reporting to be designed under our
       supervision, to provide  reasonable assurance  regarding the reliability of financial reporting and the  preparation of financial statements
       for  external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and  presented  in this report our conclusions about the
       effectiveness of the disclosure  controls and  procedures, as of the end of the period covered by this report based on  such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over  financial reporting  that occurred during the registrant's most
       recent fiscal quarter  (the registrant's fourth fiscal  quarter in the case of an annual report) that has  materially affected, or is
       reasonably likely to materially affect, the registrant's  internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
   to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of  internal  control over financial reporting which are
       reasonably likely to adversely  affect the registrant's ability to record, process, summarize and report financial  information; and

(b) Any fraud, whether or not material, that involves management or other employees who  have a  significant role in the registrant's internal
       control over financial reporting.

|Date: April 11, 2008                      
|------------------------------------------
|                                          
|By:/s/ Jonathan Oorlog                    
|Vice President and Chief Financial Officer
|Raymond James Tax Credit Funds, Inc.      
|(the Managing General Partner)            

---

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

We, each hereby certify to the best of our knowledge that the Amended Annual Report of Form 10-K/A of Gateway Tax Credit Fund, Ltd. for the year ended March 31, 2007 containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of Gateway.

/s/ Ronald M. DinerPresident
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
April 11, 2008/s/ Jonathan OorlogVice President and Chief Financial Officer
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
April 11, 2008