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 December 31, 2005Commission File Number 0-17711                         
                        Gateway Tax Credit Fund, Ltd.             (Exact name of Registrant as specified in its charter)        Florida                                      59-2852555(State or other jurisdiction of                     (IRS Employer 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:       (727) 567-4830Indicate 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                           December 31, 2005Units of Limited Partnership
Interest:  $1,000 per unit                                 25,566

DOCUMENTS INCORPORATED BY REFERENCEParts I and II, 2005 Form 10-K, filed with the
Securities and Exchange Commission on July 12, 2005
Parts III and IV - Form S-11 Registration Statement
and all amendments and supplements thereto
File No. 33-18142

---

PART I - Financial Information
  Item 1.  Financial Statements

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

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | December 31,
2005  
-----------
(Unaudited)                                                                                                                                                                                                                                                                                                                        | March 31,
2005  
-----------
(Audited)                                                                                                                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ASSETS
Current Assets:
 Cash and Cash Equivalents
 Accounts Receivable
 Prepaid Insurance
 Tenant Security Deposits
  Total Current Assets
 Investments in Project Partnerships, Net
 Replacement Reserves
 Rental Property at Cost, Net
    Total Assets
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
 Payable to General Partners
 Distribution Payable
 Accounts Payable
 Accrued Real Estate Taxes
 Tenant Security Deposits
 Mortgage Notes Payable - Current
  Total Current Liabilities
Long-Term Liabilities:
 Payable to General Partners
 Mortgage Notes Payable
  Total Long Term Liabilities
Minority Interest in Local Limited
Partnerships
Partners' Equity (Deficit):
 Limited Partners (25,566 units outstanding 
 at December 31 and March 31, 2005)
 General Partners
  Total Partners' (Deficit)
    Total Liabilities and Partners' Equity     (Deficit) | $   611,867 
30,449 
278 
9,022 
-----------
651,616 
 
763,223 
22,810 
640,051 
-----------
$ 2,077,700 
===========
$   338,244 
224 
2,300 
166 
6,500 
6,893 
-----------
354,327 
-----------
3,381,422 
1,211,602 
-----------
4,593,024 
-----------
(69,375)
-----------
(2,821,688)
21,412 
-----------
(2,800,276)
-----------
$ 2,077,700 
=========== | $   720,946 
9,117 
177 
5,883 
-----------
736,123 
 
938,137 
22,667 
684,790 
-----------
$ 2,381,717 
===========
$   348,301 
0 
2,219 
12,672 
5,400 
6,893 
-----------
375,485 
-----------
3,032,297 
1,211,602 
-----------
4,243,899 
-----------
(69,119)
-----------
(1,953,424)
(215,124)
-----------
(2,168,548)
-----------
$ 2,381,717 
===========

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31,
(Unaudited)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 2005
----                                                                                                                                                                                                                                                                                                              | 2004
----                                                                                                                                                                                                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 Losses of Project  Partnerships and Other Income
Current Year Equity in Losses of Project  Partnerships
Adjustment to Gain on Sale of Partnership  Assets
Minority Interest in Losses of Combined  Project Partnerships
Interest Income
Net Income (Loss)
Allocation of Net Income (Loss):
 Limited Partners
 General Partners
Net Income (Loss) Per Number of Limited Partnership Units
Number of Limited Partnership Units
Outstanding | $   36,150 
25,455 
1,315 
----------
62,920 
----------
114,990 
45,700 
7,516 
22,578 
6,757 
14,913 
3,158 
----------
215,612 
----------
(152,692)
(99,083)
(4,000)
67 
8,778 
-----------
$ (246,930)
===========
$ (246,930)
0 
-----------
$ (246,930)
===========
$    (9.65)
===========
25,566 
=========== | $   32,120 
11,584 
503 
----------
44,207 
----------
119,791 
30,110 
9,578 
23,021 
7,160 
14,628 
3,411 
----------
207,699 
----------
(163,492)
222,454 
0 
120 
2,910 
-----------
$   61,992 
===========
$   61,372 
620 
-----------
$   61,992 
===========
$     2.40 
===========
25,566 
===========

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)COMBINED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED DECEMBER 31,
(Unaudited)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 2005
----                                                                                                                                                                                                                                                                                                                             | 2004
----                                                                                                                                                                                                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 Losses of Project  Partnerships and Other Income
Current Year Equity in Income (Loss) of  Project  Partnerships
Gain on Sale of Partnership Assets 
Minority Interest in Losses of Combined  Project Partnerships
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 | $  103,764 
57,093 
14,428 
----------
175,285 
----------
349,125 
125,707 
73,572 
67,539 
20,272 
44,739 
9,475 
----------
690,429 
----------
(515,144)
(136,770)
598,499 
256 
21,689 
-----------
$  (31,470)
===========
$ (268,006)
236,536 
-----------
$  (31,470)
===========
$   (10.48)
===========
25,566 
=========== | $   98,972 
65,072 
3,375 
----------
167,419 
----------
359,373 
85,733 
62,429 
75,279 
21,477 
43,883 
10,233 
----------
658,407 
----------
(490,988)
75,550 
0 
383 
8,942 
-----------
$ (406,113)
===========
$ (402,052)
(4,061)
-----------
$ (406,113)
===========
$   (15.73)
===========
25,566 
===========

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)COMBINED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED DECEMBER 31, 2005 AND 2004(Unaudited)

|                                                                                                                                                       | Limited
Partners
Equity (Deficit)
------------                                                                                              | General
Partners
Equity (Deficit)
------------                                                                              | Total
-----                                                                                                                                 
|------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------
|Balance at March 31, 2004
Net Loss
Balance at December 31, 2004
Balance at March 31, 2005
Net Income (Loss)
Distributions
Balance at December 31, 2005 | $   (945,406)
(402,052)
-----------
$ (1,347,458)
=============
$ (1,953,424)
(268,006)
(600,258)
-------------
$ (2,821,688)
============= | $  (204,942)
(4,061)
------------
$  (209,003)
============
$  (215,124)
236,536 
0 
------------
$    21,412 
============ | $ (1,150,348)
(406,113)
-------------
$ (1,556,461)
=============
$ (2,168,548)
(31,470)
(600,258)
-------------
$ (2,800,276)
=============

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)COMBINED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2005 AND 2004(Unaudited)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 2005
----                                                                                                                                                                                                                                                                                                    | 2004
----                                                                                                                                                                                                                                                                                   
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Cash Flows from Operating Activities:
  Net Loss
  Adjustments to Reconcile Net Loss to 
  Net Cash Used in Operating Activities:
   Amortization
   Depreciation
   Accreted Interest Income on Investments in
   Securities
   Current Year Equity in (Income) Losses of Project    Partnerships
   Gain on Sale of Partnership Assets
   Minority Interest in Losses of Combined
   Project Partnerships
   Distribution Income
  Changes in Operating Assets and Liabilities:
   Increase in Accounts Receivable
   Increase in Prepaid Insurance
   Increase (Decrease) in Accounts Payable
   Increase in Replacement Reserves
   Increase in Security Deposits
   Increase (Decrease) in Accrued Real Estate Taxes
   Increase (Decrease) in Payable to General    Partners
     Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
  Redemption of Investment in Securities
  Distributions Received from Project
  Partnerships
  Proceeds from Sale of Project Partnerships
     Net Cash Provided by Investing Activities
Cash Flows from Financing Activities:
  Distributions Paid to Limited Partners
  Expenses Related to Distributions
     Net Cash Used in Financing Activities
Decrease in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Period | $  (31,470)
9,475 
44,739 
0 
136,770 
(598,499)
(256)
(57,093)
(12,661)
(101)
81 
(143)
(2,039)
(12,506)
330,397 
----------
(193,306)
----------
0 
84,003 
604,258 
----------
688,261 
----------
(600,034)
(4,000)
----------
(604,034)
----------
(109,079)
720,946 
----------
$  611,867 
========== | $  (406,113)
10,233 
43,883 
(2,955)
(75,550)
0 
(383)
(65,072)
(42,852)
(84)
(3,129)
(5,247)
(462)
3,851 
(76,192)
----------
(620,072)
----------
142,000 
92,612 
0 
----------
234,612 
----------
0 
0 
----------
0 
----------
(385,460)
1,092,672 
----------
$  707,212 
==========

See accompanying notes to financial statements.

---

GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)NOTES TO COMBINED FINANCIAL STATEMENTSDECEMBER 31, 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 expected to qualify for Low-Income Housing Tax Credits.  Gateway will terminate on December 31, 2040 or sooner, in accordance with the terms of the Limited Partnership Agreement.  Gateway closed the offering on March 1, 1990 after receiving Limited and General Partner capital contributions of $25,566,000 and $1,000 respectively.  The fiscal year of Gateway for reporting purposes ends on March 31.
    Raymond James Partners, Inc. and Raymond James Tax Credit Funds, Inc., wholly-owned subsidiaries of Raymond James Financial, Inc., are the General Partner and Managing General Partner, respectively.
    Operating profits and losses, cash distributions from operations and tax credits are allocated 99% to the Limited Partners and 1% to the General Partners.  Profit or loss and cash distributions from sales of properties will be allocated as formulated in the Limited Partnership Agreement.NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:Combined Statements    The accompanying statements include, on a combined basis, the accounts of Gateway, Village Apartments of Sparta Limited Partnership and Village Apartments of Divernon Limited Partnership ("Combined Entities"), two Project Partnerships in which Gateway has invested.  As of October 1, 1996 and October 1, 1997, respectively, an affiliate of Gateway's Managing General Partner, Value Partners, Inc. became the general partner of the Combined Entities.  Since the general partner of the Combined Entities is now an affiliate of Gateway, these combined financial statements include the financial activity of the Combined Entities for the nine months ended December 31, 2005.  All significant intercompany balances and transactions have been eliminated.  Gateway has elected to report the results of operations of the Combined Entities on a 3-month lag basis, consistent with the presentation of financial information of all Project Partnerships.Recent Accounting Pronouncements    In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."  Gateway has adopted FIN46 and applied its requirements to all Project Partnerships in which Gateway held an interest.  Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics, (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.  FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE.  The primary beneficiary, as is applicable to Gateway's circumstances, is the party in the Project Partnership equity group that is most closely associated with the Project Partnership.
    As of December 31, 2005, Gateway determined that it held variable interests in 78 VIE's, which consist of Project Partnerships, which Gateway is not the primary beneficiary.  Gateway's maximum exposure to loss as a result of its involvement with unconsolidated VIE's is limited to Gateway's recorded investments in and receivables from those VIE's, which is approximately $763,223 at December 31, 2005.  Gateway may be subject to additional losses to the extent of any financial support that Gateway voluntarily provides to those Project Partnerships in the future.Basis of Accounting    Gateway utilizes the accrual basis of accounting whereby revenues are recognized when earned and expenses are recognized when obligations are incurred.
    Gateway accounts for its investments as the sole limited partner in Project Partnerships ("Investments in Project Partnerships"), with the exception of the Combined Entities, using the equity method of accounting, because management believes that Gateway does not have a majority control of the major operating and financial policies of the Project Partnerships in which it invests, and reports the equity in losses of the Project Partnerships on a 3-month lag in the Statements of Operations.  Under the equity method, the Investments in Project Partnerships initially include:
    1)  Gateway's capital contribution,
    2)  Acquisition fees paid to the General Partner for services rendered in         selecting properties for acquisition, and
    3)  Acquisition expenses including legal fees, travel and other miscellaneous
        costs  relating to acquiring properties.
Quarterly the Investments in Project Partnerships are increased or decreased as follows:
    1)  Increased for equity in income or decreased for equity in losses of the
        Project  Partnerships,
    2)  Decreased for cash distributions received from the Project Partnerships, and
    3)  Decreased for the amortization of the acquisition fees and expenses.
    Amortization is calculated on a straight-line basis over 35 years, as this is the average estimated useful life of the underlying assets.  The net amortization is 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 of tax credits.  If the cost of operating a property exceeds the rental income earned thereon, Gateway may deem it in its best interest to voluntarily provide funds in order to protect its investment.  However, Gateway does not guarantee any of the mortgages or other debt of the Project Partnerships.Cash and Cash Equivalents    It is Gateway's policy to include short-term investments with an original maturity of three months or less in Cash and Cash Equivalents.  Short-term investments are comprised of money market mutual funds.Accounts Receivable
    Accounts receivable consists of tenant receivables.  Tenant receivables are recorded when billed.  An allowance for doubtful accounts has not been considered necessary based on historical loss experience.  An account is considered past due when payment has not been rendered within thirty days of its due date.  Uncollectible receivables are charged to rental revenue when project management has determined that collection efforts will not be successful.Capitalization and Depreciation    Land, buildings and improvements are recorded at cost and provides for depreciation using the modified accelerated cost recovery system method for financial and tax reporting purposes in amounts adequate to amortize costs over the lives of the applicable assets as follows:
       Buildings                  27-1/2 years
       Equipment                       7 years
    Expenditures for maintenance and repairs are charged to expense as incurred. Upon disposal of depreciable property, the appropriate property accounts are reduced by the related costs and accumulated depreciation.  The resulting gains and losses are reflected in the statement of 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.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 2004 figures have been reclassified, where appropriate to conform with the financial statement presentation used in 2005.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, 2005.  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 - 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:
                                                 2005              2004
                                               --------          --------
Asset Management Fee                           $349,125           $359,373
General and Administrative Expenses             125,707             85,733NOTE 4 - RENTAL PROPERTY:
    A summary of the rental property is as follows at September 30, 2005:

|                                                       | Cost
------                                                        | Accumulated
Depreciation
------------                        | Book
Value
-----                                       
|------------------------------------------------------ | ------------------------------------------------------------------ | ------------------------------------------------------------ | -------------------------------------------------------
|Land
Buildings
Furniture and Appliances
Net Book Value | $   47,000 
1,439,355 
54,290 
-----------
$1,540,645 
=========== | $       0 
846,304 
54,290 
----------
$ 900,594 
========== | $  47,000 
593,051 
0 
----------
$ 640,051 
==========

A summary of the rental property is as follows at December 31, 2004:

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

---

NOTE 5 - MORTGAGE NOTE PAYABLE:
    The mortgage note payable for Sparta is the balance due on the note dated December 1, 1998 in the amount of $827,361.  The loan is at a stated interest rate of 6.125% for a period of 50 years, the loan also contains a provision for an interest subsidy which reduces the effective interest rate to 2.325%.  At September 30, 2005 the development was in compliance with the terms of the subsidy agreement and is receiving the reduced rate which makes the monthly payments $1,925.75.

---

NOTE 6 - INVESTMENTS IN PROJECT PARTNERSHIPS:    As of December 31, 2005, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 78 Project Partnerships, excluding the Combined Entities which own and operate government assisted multi-family housing complexes.
    Cash flows from operations are allocated according to each Partnership agreement.  Upon dissolution proceeds will be distributed according to each Partnership agreement.
   Two of the Project Partnerships, Keysville, L.P. and Rivermeade Associates sold their properties during the year-to-date. Gateway received sale proceeds totaling $604,258 which were distributed to the Limited Partners, less $4,000 in legal expenses, at $23.47 per limited partnership unit in December 2005.  The remaining $224 of this distribution is shown as a Distribution Payable on the Balance Sheet.  As disclosed on the Statement of Operations, Gateway reported a $598,499 gain on these sales.
   The following is a summary of Investments in Project Partnerships, excluding the Combined Entities at December 31, 2005:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | DECEMBER 31,
2005  
-----------                                                                                         | MARCH 31,
2005  
----------                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------
|Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships
Cumulative equity in losses of Project
Partnerships (1)
Cumulative distributions received from Project
Partnerships
Investment in Project Partnerships before
adjustments
Excess of investment cost over the underlying
assets acquired:
 Acquisition fees and expenses
 Accumulated amortization of acquisition
 fees and expenses
Investments in Project Partnerships | $ 17,228,138 
(17,275,386)
(771,299)
------------
(818,547)
2,176,055 
(594,285)
------------
$   763,223 
============ | $ 17,706,016 
(17,607,190)
(783,455)
------------
(684,629)
2,207,576 
(584,810)
------------
$   938,137 
============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $18,739,843 for the period ended December 31, 2005 and cumulative suspended losses of $18,592,904 for the year ended March 31, 2005 are not included.
    The Partnership's equity as reflected by the Project Partnerships of $(20,212,756) differs from the Partnerships Investments in Project Partnerships before acquisition fees and expenses and amortization of $(818,547), primarily because of suspended losses on the Partnership's books.

---

NOTE 6 - 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 September 30 of each year:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 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
Partnerships' share of net loss
Suspended losses
Equity in Income (Loss) of Project Partnerships | $ 9,188,132 
55,040,947 
552,231 
------------
$64,781,310 
============
$ 2,637,283 
84,381,308 
------------
87,018,591 
------------
(20,212,756)
(2,024,525)
------------
(22,237,281)
------------
$64,781,310 
============
$ 9,351,363 
------------
6,544,647 
1,519,647 
2,532,153 
------------
10,596,447 
------------
$(1,245,084)
============
$   (12,451)
============
$(1,232,633)
1,095,863 
------------
$  (136,770)
============ | $ 9,901,940 
59,649,598 
187,393 
------------
$69,738,931 
============
$ 2,372,890 
87,934,669 
------------
90,307,559 
------------
(18,579,182)
(1,989,446)
------------
(20,568,628)
------------
$69,738,931 
============
$ 9,654,568 
------------
6,534,900 
1,604,967 
2,587,362 
------------
10,727,229 
------------
$(1,072,661)
============
$   (10,727)
============
$(1,061,934)
1,137,484 
------------
$    75,550 
============

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Item 4.  Controls and Procedures:   Within 90 days prior to the filing of this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and chief financial officers, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities 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 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations:
Results of Operations   As disclosed on the Statements of Operations, distribution income increased from $11,584 for the three months ended December 31, 2004 to $25,455 for the three months ended December 31, 2005, but was comparable for the nine months ended December 31, 2004 and 2005, due to timing of cash distributions received from the Project Partnerships.
   Interest income increased from $2,910 and $8,942 for the three and nine months ended December 31, 2004 to $8,778 and $21,689 for the three and nine months ended December 31, 2005 due an increase in interest rates throughout 2005.  Both General and Administrative - General Partner and General and Administrative - Other increased for the nine months ended December 31, 2005 when compared to the nine months ended December 31, 2004 due to higher administrative costs and the appraisal fees for properties being evaluated for possible disposition.
   Gateway's share of Equity in Losses of Project Partnerships increased for the nine months ended December 31, 2005 when compared to the nine months ended December 31, 2004 due to a larger decrease in rental revenue than related operating costs of the Project Partnerships combined with a decrease in suspended losses.  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.  (These Project Partnerships reported depreciation and amortization of $2,587,362 and $2,532,153 for the nine months ended December 31, 2004 and 2005, respectively.)  As a result, management expects Gateway will continue to report its equity in Project Partnerships as a loss for tax and financial reporting purposes.  Overall, management believes the Project Partnerships are operating as expected and generated tax credits which met projections.
   Two of the Project Partnerships, Keysville, L.P. and Rivermeade Associates sold their properties during the year-to-date. Gateway received sale proceeds totaling $604,258 which were distributed to the Limited Partners, less $4,000 in legal expenses, at $23.47 per limited partnership unit in December 2005.  The remaining $224 of this distribution is shown as a Distribution Payable on the Balance Sheet.  As disclosed on the Statement of Operations, Gateway reported a $598,499 gain on these sales.
   In total, the Partnership had a net loss of $31,470 for the nine months ended December 31, 2005.  After adjusting for the gain on sale of partnership assets, changes in operating assets and liabilities, and the equity in losses of Project Partnerships, net cash used in operating activities was $193,306.  Net cash provided by investing activities of $688,261 consisted of cash distributions received from the Project Partnerships and the proceeds received from the sale of the Project Partnerships referenced above.  Net cash used in financing activities consisted of the distributions paid to Limited Partners and the related distribution expenses regarding the sale of Project Partnerships. 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, and cash distributed to Gateway from the operations of the Project Partnerships.  At December 31, 2005, Gateway had $611,643 of short-term investments (Cash and Cash Equivalents).  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.  The General and Administrative operating costs were $125,707 for the nine months ending December 31, 2005.

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Exit Strategy
   The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion.
   With that in mind, the Partnership is continuing to review the Partnership's holdings, with special emphasis on the properties that are at or very near the satisfaction of the IRS compliance period requirements.  The Partnership's review considers many factors including extended use low-income housing regulation requirements on the property (such as those due to mortgage restrictions or state compliance agreements), the condition of the property, and the tax consequences to the investors from the sale of the property.
   Upon identifying those properties with the highest potential for a successful sale, refinancing or syndication, the Partnership expects to proceed with efforts to liquidate those properties.  The Partnership's objective is to maximize the investors' return wherever possible and, ultimately, to wind down those project partnerships that no longer provide tax benefits to investors.  As of December 31, 2005, four of the initially held Project Partnerships, Clayfed Apartments, Westside Apartments, Keysville Apartments and Rivermeade Apartments have been sold.

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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: February 14, 2006           By:/s/ Ronald M. Diner                                  Ronald M. Diner
                                  President
Date: February 14, 2006           By:/s/ Jonathan Oorlog
                                  Jonathan Oorlog
                                  Vice President and Chief Financial Officer
Date: February 14, 2006           By:/s/ Sandra C. Humphreys                                  Sandra C. Humphreys
                                  Secretary and Treasurer

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EXHIBIT 31.1CERTIFICATIONS*

I, Ron Diner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Gateway Tax Credit Fund, Ltd.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information include in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: February 14, 2006           By:/s/ Ronald M. Diner                                  Ronald M. Diner
                                  President

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EXHIBIT 31.2CERTIFICATIONS*

I, Jonathan Oorlog, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Gateway Tax Credit Fund, Ltd.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information include in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: February 14, 2006           By:/s/ Jonathan Oorlog
                                  Jonathan Oorlog
                                  Vice President and Chief Financial Officer