UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, DC  20549

                                         FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended             September 30, 1997 

Commission 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    ( I.R.S. Employer No.)
incorporation or organization)

     880 Carillon Parkway, St. Petersburg, Florida   33716  
       (Address of principal executive offices)  (Zip Code)

Registrant's Telephone Number, Including Area Code:
(813)573-3800

Indicate by check mark whether the Registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                YES     X                   NO          

                                                         Number of Units
      Title of Each Class                                 September 30, 1997
Units of Limited Partnership        
Interest:  $1,000 per unit                                   25,566   

                            DOCUMENTS INCORPORATED BY REFERENCE

                      Parts I and II, 1995 Form 10-K, filed with the
                    Securities and Exchange Commission on July 11, 1997
                    Parts III and IV - Form S-11 Registration Statement
                        and all amendments and supplements thereto
                                     File No. 33-18142
 <PAGE>
PART I - Financial Information
   Item 1.  Financial Statements
                                   GATEWAY TAX CREDIT FUND, LTD.
                                  (A Florida Limited Partnership)
                                      COMBINED BALANCE SHEETS
                                              SEPTEMBER 30,        MARCH 31,
                                                     1997            1997   
                                                 -----------      ----------
ASSETS                                           (Unaudited)       (Audited)
Current Assets:
   Cash and Cash Equivalents                     $  244,923      $  445,969 
   Accounts Receivable                                1,238           1,426 
   Investments in Securities                        266,896         353,436 
   Prepaid Insurance                                     74             358 
   Tenant Security Deposits                           3,255           3,216 
                                                 -----------     ---------- 
     Total Current Assets                           516,386         804,405 

   Investments in Securities                      2,079,437       1,995,589 
   Investments in Project
      Partnerships, Net                           3,933,621       4,562,124 
   Replacement Reserves                               2,351          15,205 
   Rental Property at cost, Net                     709,799         714,682 
                                                 ----------      ---------- 
       Total Assets                              $7,241,594      $8,092,005 
                                                 ==========      ========== 
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $  326,125      $  335,155 
   Accrued Real Estate Taxes                         17,642          17,642 
   Tenant Security Deposits                           3,600           2,980 
   Accrued Management Fees                                0           5,177 
   Accounts Payable                                   8,044               0 
                                                 ----------      ---------- 
                                                    355,411         360,954 
Long-Term Liabilities:
   Payable to General Partners                    2,047,740       2,100,459 
   Mortgage Note Payable                            822,897         822,897 
                                                 ----------      ---------- 
       Total Liabilities                          3,226,048       3,284,310 
                                                 ----------      ---------- 
Minority Interest in Local Limited
   Partnership                                      (27,540)        (27,540)
Partners' Equity:
   Limited Partners (25,566
    units outstanding at
    September 30,and March 31, 1997               4,226,644       5,010,872 
   General Partners                                (183,558)       (175,637)
                                                 ----------      ---------- 
     Total Partners' Equity                       4,043,086       4,835,235 
                                                 ----------      ---------- 
    Total Liabilities and
          Partners' Equity                       $7,241,594      $8,092,005 
                                                 ==========      ========== 
                          See accompanying notes to financial statements.
<PAGE>
                                   GATEWAY TAX CREDIT FUND, LTD.
                                  (A Florida Limited Partnership)

                                 COMBINED STATEMENTS OF OPERATIONS
                                            (Unaudited)
                             FOR THE THREE MONTHS ENDED SEPTEMBER 30,


                                                      1997              1996   
                                                  ----------       ----------- 
Revenue:
   Rental                                 $          14,188       $          0 
   Interest Subsidy                                       0                  0 
   Interest Income                                   55,098             56,154 
   Miscellaneous                                      1,140                  0 
                                               -------------      ------------ 
     Total Revenue                                   70,426             56,154 

Expenses:
   Asset Management Fee-
     General Partner                                125,270            125,583 
   General and Administrative-
     General Partner                                  8,736              6,246 
   General and Administrative-
     Other                                           21,520             19,106 
   Rental Operating Expenses                         12,337                  0 
   Interest                                           2,100                  0 
   Depreciation                                       9,045                  0 
   Amortization                                       7,535              8,990 
                                               -------------      ------------ 
     Total Expenses                                 186,543            159,925 

Loss Before Equity in Losses of
 Project Partnerships                              (116,117)          (103,771)
Equity in Losses of Project
 Partnerships                                      (330,427)          (369,107)
Minority Interest in Loss of
 Combined Project
 Partnership                                             81                  0 
                                               -------------      -------------
Net Loss                                       $   (446,463)      $   (472,878)
                                               =============      =============
Allocation of Net Loss:
   Limited Partners                            $   (441,999)      $   (468,149)
   General Partners                                  (4,464)            (4,729)
                                               -------------      -------------
                                               $   (446,463)      $   (472,878)
                                               =============      =============
Net Loss Per Number of 
 Limited Partnership Units                     $     (17.29)      $     (18.31)
   
Number of Limited Partnership
 Units Outstanding                                   25,566             25,566 

                          See accompanying notes to financial statements.
<PAGE>
                                   GATEWAY TAX CREDIT FUND, LTD.
                                  (A Florida Limited Partnership)

                                 COMBINED STATEMENTS OF OPERATIONS
                                            (Unaudited)
                              FOR THE SIX MONTHS ENDED SEPTEMBER 30,


                                                      1997              1996   
                                                  ----------       ----------- 
Revenue:
   Rental                                 $          28,549       $          0 
   Interest Subsidy                                       0                  0 
   Interest Income                                  109,089            112,072 
   Miscellaneous                                      1,236                  0 
                                               -------------      ------------ 
     Total Revenue                                  138,874            112,072 

Expenses:
   Asset Management Fee-
     General Partner                                250,540            251,166 
   General and Administrative-
     General Partner                                 15,713             12,451 
   General and Administrative-
     Other                                           27,757             28,443 
   Rental Operating Expenses                         29,307                  0 
   Interest                                           4,200                  0 
   Depreciation                                      18,090                  0 
   Amortization                                      15,070             17,980 
                                               -------------      ------------ 
     Total Expenses                                 360,677            310,040 

Loss Before Equity in Losses of
 Project Partnerships                              (221,803)          (197,968)
Equity in Losses of Project
 Partnerships                                      (570,563)          (691,610)
Minority Interest in Loss of
 Combined Project
 Partnership                                            217                  0 
                                               -------------      -------------
Net Loss                                       $   (792,149)      $   (889,578)
                                               =============      =============
Allocation of Net Loss:
   Limited Partners                            $   (784,228)      $   (880,682)
   General Partners                                  (7,921)            (8,896)
                                               -------------      -------------
                                               $   (792,149)      $   (889,578)
                                               =============      =============
Net Loss Per Number of 
 Limited Partnership Units                     $     (30.67)      $     (34.45)
   
Number of Limited Partnership
 Units Outstanding                                   25,566             25,566 

                          See accompanying notes to financial statements.
<PAGE>
                                   GATEWAY TAX CREDIT FUND, LTD.
                                  (A Florida Limited Partnership)

                              COMBINED STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996:


                                 Limited            General 
                                 Partners          Partners             Total  
                               -----------       -----------        -----------

Balance at
 March 31, 1996               $ 6,759,422         $(157,975)       $ 6,601,447 

Net Loss                         (880,682)           (8,896)          (889,578)
                              ------------        ----------       ------------
Balance at
 September 30, 1996             5,878,740          (166,871)         5,711,869 
                              ============        ==========       ============


Balance at
 March 31, 1997               $ 5,010,872         $(175,637)       $ 4,835,235 

Net Loss                         (784,228)           (7,921)          (792,149)
                              ------------        ----------       ------------
Balance at
 September 30, 1997           $ 4,226,644         $(183,558)       $ 4,043,086 
                              ============        ==========       ============




                          See accompanying notes to financial statements.


<PAGE>
                                   GATEWAY TAX CREDIT FUND, LTD.
                                  (A Florida Limited Partnership)
                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)
                       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996:
                                                      1997               1996  
                                                   ---------         --------- 
Cash Flows from Operating Activities:
   Net Loss                                     $  (792,149)       $  (889,578)
   Adjustments to Reconcile Net Loss to
    Net Cash Used in Operating Activities:
     Amortization                                    15,070             17,980 
     Depreciation                                    18,090                  0 
     Accreted Interest Income on
      Investments in Securities                     (97,308)          (103,145)
     Equity in Losses of
      Project Partnerships                          570,563            691,610 
     Interest Income from Redemption in
      Securities                                     25,091             18,321 
     Minority Interest in Losses
      of Combined PP                                   (217)                 0 
     Payment of Asset Management Fee               (301,000)          (297,000)
      Changes in Operating Assets and Liabilities:
       (Increase) Decrease in Accounts
         Receivable                                     188               (997)
       Increase in Accounts Payable                   8,044                  0 
       Decrease in Prepaid Insurance                    284                  0 
       Decrease in Accrued
         Management Fees                             (5,177)                 0 
       Decrease in Replacement Reserves              12,854                  0 
       Decrease in Security Deposits                    581                  0 
       Increase in Payable to
         General Partners                           239,251            243,261 
                                                ------------       ------------
         Net Cash Provided by (Used in)
         Operating Activities                      (305,835)          (319,548)
                                                 -----------       ------------
Cash Flows from Investing Activities:
   Redemption of Investment 
     in Securities                                   74,909             77,679 
   Distributions Received from
     Project Partnerships                            43,086             51,999 
   Purchase of Equipment                            (13,206)                 0 
                                                ------------       ------------
         Net Cash Provided by
         Investing Activities                       104,789            129,678 
                                                ------------       ------------
Increase (Decrease) in Cash and 
 Cash Equivalents                                  (201,046)          (189,870)
Cash and Cash Equivalents at
 Beginning of Year                                  445,969            403,542 
                                                ------------       ------------
Cash and Cash Equivalents at
 End of Year                                    $   244,923        $   213,672 
                                                ============       ============
Supplemental Cash Flow Information:
   Interest Paid                                $     4,200        $        0  
                                                ===========        =========== 
                          See accompanying notes to financial statements.
<PAGE>
                                 GATEWAY TAX CREDIT FUND, LTD.   
                                (A Florida Limited Partnership)   

                              NOTES TO COMBINED FINANCIAL STATEMENTS

                                        SEPTEMBER 30, 1997

NOTE 1 - ORGANIZATION:

   Gateway Tax Credit Fund, Ltd. ("Gateway"), a Florida Limited
Partnership, was formed October 27, 1987 under the laws of Florida. 
Operations commenced on June 30, 1988.  Gateway invests, as a
limited partner, in other limited partnerships ("Project
Partnerships"), each of which owns and operates apartment complexes
expected to qualify for Low-Income Housing Tax Credits.  Gateway
will terminate on December 31, 2040 or sooner, in accordance with
the terms of the Limited Partnership Agreement.  Gateway closed the
offering on March 1, 1990 after receiving Limited and General
Partner capital contributions of $25,566,000 and $1,000,
respectively.  The fiscal year of Gateway for reporting purposes
ends on March 31.

   Raymond James Partners, Inc. and Raymond James Tax Credit Funds,
Inc., wholly-owned subsidiaries of Raymond James Financial, Inc.,
are the General Partner and Managing General Partner, respectively. 
The Managing General Partner manages and controls the business of
Gateway.

   Operating profits and losses, cash distributions from operations
and tax credits are allocated 99% to the Limited Partners and 1% to
the General Partners.  Profit or loss and cash distributions from
sales of properties will be allocated as formulated in the Limited
Partnership Agreement.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

   Combined Statements

   The accompanying statements include, on a combined basis, the 
accounts of Gateway and Village Apartments of Sparta Limited
Partnership ("Combined Entity"), a 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 financial statements include the financial activity of the
Combined Entity for the six months ended September 30, 1997.  All
significant intercompany balances and transactions have been
eliminated.  Gateway has elected to report the results of
operations of the Combined Entity on a 3-month lag basis,
consistent with the presentation of financial information of all 
Project Partnerships.

   Basis of Accounting

   Gateway utilizes the accrual basis of accounting whereby revenues
are recognized when earned and expenses are recognized when
obligations are incurred.

   Gateway accounts for its investments as the sole limited partner
in Project Partnerships ("Investments in Project Partnerships"),
with the exception of the Combined Entity, using the equity method
of accounting 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,
   3)  Decreased for the amortization of the acquisition fees and
   expenses,
   4)  In certain Project Partnerships, where Gateway's investment
   was greater than Gateway's pro-rata share of the book value of
   the underlying assets, decreased for the amortization of the
   difference; and
   5)  In certain Project Partnerships, where Gateway's investment
   was less than Gateway's pro-rata share of the book value of the
   underlying assets, increased for the accretion of the
   difference.

   Amortization and accretion are calculated on a straight-line
basis over 35 years, as this is the average estimated useful life
of the underlying assets.  The net amortization and accretion are
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.

   Cash and Cash Equivalents

   It is Gateway's policy to include short-term investments with 
an original maturity of three months or less in Cash and Cash
Equivalents.  Short-term investments are comprised of money market
mutual funds.

   Capitalization and Depreciation

   Land, buildings and improvements are recorded at cost and
provides for depreciation using the modified accelerated cost
recovery system method for financial and tax reporting purposes in
amounts adequate to amortize costs over the lives of the applicable
assets as follows:

   Buildings                  27-1/2 years
   Equipment                       7 years                  

   Expenditures for maintenance and repairs are charged to expense
as incurred.  Upon disposal of depreciable property, the
appropriate property accounts are reduced by the related costs and
accumulated depreciation.  The resulting gains and losses are
reflected in the statement of income.

   Rental Income

   Rental income, principally from short-term leases on the Combined
Entity's apartment units, is recognized as income under the accrual
method as the rents become due.

   Concentrations of Credit Risk

   Financial instruments which potentially subject Gateway to
concentrations of credit risk consist of cash investments in a
money market mutual fund that is a wholly-owned subsidiary of
Raymond James Financial, Inc.

   Use of Estimates in the Preparation of Financial Statements

   The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of
estimates that affect certain reported amounts and disclosures.  
These estimates are based on management's knowledge and experience. 
Accordingly, actual results could differ from these estimates.

   Investment in Securities

   Effective April 1, 1995, Gateway adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments 
in Debt and Equity Securities ("FAS 115").  Under FAS 115, Gateway
is required to categorize its debt securities as held-to-maturity,
available-for-sale or trading securities, dependent upon Gateway's
intent in holding the securities.  Gateway's intent is to hold all
of its debt securities (U. S. Treasury Security Strips) until
maturity and to use these reserves to fund Gateway's ongoing
operations.  Interest income is recognized ratably on the U.S.
Treasury Strips using the effective yield to maturity.

   Offering and Commission Costs

   Offering and commission costs were charged against Limited
Partners' Equity upon the admission of Limited Partners.

   Income Taxes

   No provision for income taxes has been made in these financial
statements, as income taxes are a liability of the partners rather
than of Gateway.

   Reclassifications

   For comparability, the 1996 and 1995 figures have been
reclassified, where appropriate, to conform with the financial
statement presentation used in 1997.

   Basis of Preparation

   The unaudited financial statements presented herein have been 
prepared in accordance with the instructions to Form 10-Q and do 
not include all of the information and note disclosures required 
by generally accepted accounting principles.  These statements
should be read in conjunction with the financial statements and
notes thereto included with the Partnership's Form 10-K for the
year ended March 31, 1997.  In the opinion of management these
financial statements include adjustments, consisting only of normal
recurring adjustments, necessary to fairly summarize the
Partnership's financial position and results of operations.  The 
results of operations for the periods may not be indicative of the
results to be expected for the year.


NOTE 3 - INVESTMENT IN SECURITIES:

   The September 30, 1997 Balance Sheet includes Investments in
Securities equal to $2,346,333 ($266,896 and $2,079,437).  These 
investments consist of U. S. Treasury Security Strips at their
cost, plus accreted interest income of $1,005,792.  The estimated
market value at September 30, 1997 of these debt securities is
$2,531,788 resulting in a gross unrealized gain of $185,455. 

  As of September 30, 1997, the cost and accreted interest by
contractual maturities is as follows:

    Due within 1 year                                             $  266,896
    After 1 year through 5 years                                   1,372,262
    After 5 years through 10 years                                   707,175
                                                                  ----------
    Total Amount Carried on Balance Sheet                         $2,346,333
                                                                  ==========

NOTE 4 - RELATED PARTY TRANSACTIONS:

  The Payable to General Partners primarily represents the asset 
management fees owed to the General Partners at the end of the
period.  It is unsecured, due on demand and, in accordance with the
limited partnership agreement, non-interest bearing.  Within the
next 12 months, the Managing General Partner does not intend to
demand payment on the portion of Asset Management Fees payable
classified as long-term on the Balance Sheet.

  The General Partners and affiliates are entitled to compensation
and reimbursement for costs and expenses as follows:

                                              1997                   1996   
                                            ---------              ---------
Asset Management Fee                         $250,540               $251,166
General and
 Administrative Expenses                       15,713                 12,451


NOTE 5 - PROPERTY, PLANT AND EQUIPMENT
  
  A summary of the property, plant and equipment is as follows at
September 30, 1997:
                                                 Accumulated            Book   
                                     Cost       Depreciation            Value  
                               -----------       -----------        -----------

Land                           $   32,000        $        0         $   32,000 
Buildings                         945,188           267,389            677,799 
Furniture and Appliances           18,914            18,914                  0 
                               -----------       ----------         ---------- 
Net Book Value                 $  995,796        $  286,303         $  709,799 
                               ===========       ==========         ========== 

NOTE 6 - MORTGAGE NOTE PAYABLE 

   The mortgage note payable is the balance due on the note dated
May 10, 1989 in the amount of $829,545.  The loan is at a stated 
interest rate of 9.5% for a period of 50 years, the loan also
contains a provision for an interest subsidy which reduces the
effective interest rate to 2.4%.  At December 31, 1996 the
development was in financial trouble and RHS ("Rural Housing
Services") had adjusted loan payments to $700 per month for 24
months beginning October 1, 1996 through September 30, 1998.  These
payments are expected to pay the interest due during this period
and no reduction to principal will occur.  If the development is in
compliance with the terms of the subsidy agreement the monthly
payments are expected to be $1,760 beginning October 1, 1998.

   Expected maturities of the mortgage note payable are as follows:

   Year Ending                      Amount
   -----------                      ------
   12/31/97                    $         0
   12/31/98                            342
   12/31/99                          1,391
   12/31/00                          1,424
   12/31/01                          1,459
   Thereafter                      818,281
                               -----------
   Total                       $   822,897
                               ===========
<PAGE>
NOTE 7 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As of September 30, 1997, the Partnership owned a 99% limited 
partner ownership interest in 81 Project Partnerships, excluding 
the Combined Entity at March 31, 1997,  which own and operate
government assisted multi-family housing complexes.

   The following is a summary of Investments in Project
Partnerships, excluding the Combined Entity at September 30, 1997:

                                               September 30,          March 31,
                                                      1997              1997   
                                                   ---------          ---------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                          $ 18,061,129       $ 18,061,129 

Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1)                            (63,181)           (64,627)

Cumulative equity in losses of
Project Partnerships (2)                        (15,311,765)       (14,741,418)

Cumulative distributions received
from Project Partnerships                          (540,372)          (497,286)

Acquisition fees and expenses                     2,254,715          2,254,715 

Accumulated amortization of
acquisition fees and expenses                      (466,905)          (450,389)
                                               -------------      -------------

Investments in
 Project Partnerships                          $  3,933,621       $  4,562,124 
                                               ============       =============

(1) Includes amounts representing the excess of purchase price over
the book value of the underlying assets of the Project
Partnerships.  At September 30, 1997 and March 31, 1997 these
excess costs were $566,298.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative 
suspended losses of $3,493,069 for the period ended September 30,
1997 and cumulative suspended losses of $2,821,826 for the year
ended March 31, 1997 are not included.
<PAGE>
NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

   In accordance with the Partnership's policy of presenting the 
financial information of the Project Partnerships, excluding the 
Combined Entity beginning on the date of combination, on a three 
month lag, below is the summarized financial information for the 
Series' Project Partnerships as of June 30 of each year:

                                                     1997              1996    
SUMMARIZED BALANCE SHEETS                         ----------     --------------
Assets:
   Current assets                              $  8,840,620       $  8,522,300 
   Investment properties,
      net                                        84,463,973         88,425,473 
   Other assets                                     290,433            334,504 
                                               -------------      -------------
     Total assets                              $ 93,595,026       $ 97,282,277 
                                               =============      =============
Liabilities and Partners' Equity
   Current liabilities                         $  2,844,391       $  2,854,507 
   Long-term debt                                93,162,682         94,158,408 
                                               -------------      -------------
     Total liabilities                           96,007,073         97,012,915 

Partners' Equity
   Limited Partner                               (1,386,050)         1,284,522 
   General Partners                              (1,025,997)        (1,015,160)
                                               -------------      -------------
                                                 (2,412,047)           269,362 
     Total liabilities and
     partners' equity                          $ 93,595,026       $ 97,282,277 
                                               =============      =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                        $  5,886,218       $  5,732,629 
Expenses:
   Operating expenses                             3,738,967          3,539,181 
   Interest expense                               1,591,430          1,408,925 
   Depreciation and
     amortization                                 1,810,170          1,837,153 
                                               -------------      -------------
     Total expenses                               7,140,567          6,785,259 

       Net loss                                $ (1,254,349)      $ (1,052,630)
                                               =============      =============
   Other partners' share
    of net loss                                $    (12,543)      $    (10,526)
   Partnership's share
    of net loss                                $ (1,241,806)      $ (1,042,104)
     Suspended loss                                 671,243            350,494 
   Equity in Loss of                           -------------      -------------
      Project Partnerships                     $   (570,563)      $   (691,610)
                                               =============      =============
<PAGE>
Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations -

   As disclosed on the Statements of Operations, interest income 
was comparable for the six and three months ended September 30,
1997 and 1996.  Total expense for the six and three months ended
September 30, 1997 increased as compared to the six and three
months ended September 30, 1996 primarily as a result of combining
the operating expenses of Sparta.

   Equity in Losses of Project Partnerships for the six months ended
September 30, 1997 decreased from $691,610 for the six months ended
September 30, 1996 to $570,563 as a result of not including losses
of $671,243 in 1997 as compared to $350,494 in 1996, as these
losses would reduce the investment in certain Project Partnerships
below zero.  In general, it is common in the real estate industry
to experience losses for financial and tax reporting purposes
because of the non-cash expenses of depreciation and amortization. 
As a result, management expects Gateway will continue to report its
equity in Project Partnerships as a loss for tax and financial
reporting purposes.

   In total, the Partnership had a net loss of $792,149 for the six
months ended September 30, 1997.  However, after adjusting for
amortization, accreted interest income, interest income from the
redemption in securities, payment of Asset Management Fees, the
changes in operating assets and liabilities, and the equity in
losses of Project Partnerships, net cash used in operating
activities was $305,835.  The net cash provided by investing
activities was $104,789 consisting of $43,086 in cash distributions
received from Project Partnerships, the maturity of Zero Coupon
Treasuries for $74,909, reduced by $13,206 for the purchase of
equipment.


Liquidity and Capital Resources -

   Gateway's capital resources are used to pay General and
Administrative operating costs including personnel, supplies, data
processing, travel, and legal and accounting associated with the 
administration and monitoring of Gateway and the Project
Partnerships.  The capital resources are also used to pay the Asset
Management Fee due the Managing General Partner, but only to the
extent that Gateway's remaining resources are sufficient to fund
Gateway's ongoing needs.  (Payment of any Asset Management Fee due
but unpaid at the time Gateway sells its interests in the Project
Partnerships is subordinated to the investors return of their
original capital contribution.)

   The sources of funds to pay the operating costs are short term
investments and interest earned thereon, the maturity of U.S.
Treasury Security Strips ("Zero Coupon Treasuries") which were
purchased with funds set aside for this purpose, and cash
distributed to Gateway from the operations of the Project
Partnerships.  At September 30, 1997, Gateway had $244,923 of short
term investments (Cash and Cash Equivalents).  It also had
$2,346,333 in Zero Coupon Treasuries with maturities providing
$397,000 in fiscal year 1999 increasing to $514,000 in fiscal year
2004.  Management believes these sources of funds are sufficient to
meet Gateway's current and ongoing operating costs for the
foreseeable future, and to pay part of the Asset Management Fee.
 
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                                            SIGNATURES


   Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.


                                          GATEWAY TAX CREDIT FUND, LTD.
                                          (A Florida Limited Partnership)
                                          By:
                                          Raymond James Tax Credit Funds, Inc.





Date:  November 3, 1997                   By:/s/ Ronald M. Diner 
                                          Ronald M. Diner
                                          President



Date:  November 3, 1997                   By:/s/ Sandra L. Furey  
                                          Sandra L. Furey
                                          Secretary and Treasurer
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