GTWY

                                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, 1998

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: (727)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                       December 31, 1998
Units of Limited Partnership
Interest:  $1,000 per unit                          25,566

                     DOCUMENTS INCORPORATED BY REFERENCE
                                      
               Parts I and II, 1998 Form 10-K, filed with the
             Securities and Exchange Commission on July 22, 1998
             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
                                            December 31,      March 31,
                                                1998            1998
                                            -----------      -----------
                                            (Unaudited)       (Audited)
ASSETS                                                                    
Current Assets:                                                           
 Cash and Cash Equivalents                     $   332,385     $   545,367
 Accounts Receivable                                 9,931           4,553
 Investments in Securities                         397,040         374,098
 Prepaid Insurance                                      10              74
 Tenant Security Deposits                            7,131           7,014
                                               -----------    ------------
  Total Current Assets                             746,497         931,106
                                               -----------    ------------
 Investments in Securities                       1,800,404       1,792,847
 Investments in Project Partnerships, Net        2,923,037       3,682,742
 Replacement Reserves                                7,464          24,551
 Rental Property at Cost, Net                    1,015,404       1,041,136
                                              ------------    ------------
    Total Assets                               $ 6,492,806    $  7,472,382
                                              ============    ============
LIABILITIES AND PARTNERS' EQUITY                                          
Current Liabilities:                                                      
 Payable to General Partners                       332,971     $   344,550
 Accounts Payable                                        0             500
 Accrued Real Estate Taxes                          22,572          22,572
 Tenant Security Deposits                            6,000           5,700
 Accrued Management Fees                                 0          21,900
                                              ------------   -------------
  Total Current Liabilities                        361,543         395,222
                                              ------------   -------------
Long-Term Liabilities:                                                    
 Payable to General Partners                     2,359,446       2,292,674
 Mortgage Notes Payable                          1,233,087       1,233,087
                                              ------------   -------------
  Total Long Term Liabilities                    3,592,533       3,525,761
                                              ------------   -------------
Minority   Interest  in   Local   Limited                                 
Partnerships                                       (11,189)        (15,442)
                                              ------------    ------------
Partners' Equity:                                                         
 Limited Partners (25,566 units                                           
outstanding at December 31 1998 and                                       
March 31, 1998)                                  2,748,409       3,755,162
 General Partners                                 (198,490)       (188,321)
                                              ------------    ------------
  Total Partners' Equity                         2,549,919       3,566,841
                                              ------------    ------------
    Total Liabilities and Partners'                                       
Equity                                         $ 6,492,806     $ 7,472,382
                                              ============    ============
                                                                          
              See accompanying notes to financial statements.
<PAGE>

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

                                                1998            1997
                                                ----            ----
Revenue:                                                                  
 Rental                                        $    30,108     $    12,164
 Interest Subsidy                                        0               0
 Interest Income                                    49,975          52,696
 Miscellaneous                                         913             517
                                               -----------     -----------
  Total Revenues                                    80,996          65,377
                                               -----------     -----------
Expenses:                                                                 
 Asset Management Fee-General Partner              124,928         125,270
 General and Administrative:                                              
  General Partner                                    4,895           7,017
  Other                                              5,816           7,516
 Rental Operating Expenses                          26,874          17,624
 Interest                                            9,530           1,400
 Depreciation                                       12,970           9,045
 Amortization                                        6,663           7,535
                                              ------------    ------------
  Total Expense                                $   191,676     $   175,407
                                                                          
Loss Before Equity in Losses of Project                                   
Partnerships                                      (110,680)       (110,030)
Equity in Losses of Project Partnerships          (195,903)       (206,069)
Minority Interest in Loss of Combined                                     
Project Partnership                                    182             153
                                              ------------    ------------
Net Loss                                       $  (306,401)    $  (315,946)
                                              ============    ============
Allocation of Net Loss:                                                   
 Limited Partners                              $  (303,337)    $  (312,787)
 General Partners                                   (3,064)         (3,159)
                                              ------------    ------------
                                               $  (306,401)    $  (315,946)
                                              ============    ============
Net Loss Per Number of Limited                                            
Partnership Units                              $    (11.86)    $    (12.23)
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
                  FOR THE NINE MONTHS ENDED DECEMBER 31,
                                (Unaudited)

                                                1998            1997
                                                ----            ----
Revenue:                                                                  
 Rental                                        $    90,949     $    40,713
 Interest Subsidy                                        0               0
 Interest Income                                   152,323         161,785
 Miscellaneous                                       3,204           1,753
                                               -----------     -----------
  Total Revenue                                    246,476         204,251
                                               -----------     -----------
Expenses:                                                                 
 Asset Management Fee-General Partner              374,784         375,810
 General and Administrative:                                              
  General Partner                                   21,750          22,730
  Other                                             39,427          35,273
 Rental Operating Expenses                          72,370          46,931
 Interest                                           27,900           5,600
 Depreciation                                       38,910          27,135
 Amortization                                       19,989          22,605
                                              ------------    ------------
  Total Expenses                               $   595,130     $   536,084
                                                                          
Loss Before Equity in Losses of Project                                   
Partnerships                                      (348,654)       (331,833)
Equity in Losses of Project Partnerships          (668,713)       (776,632)
Minority Interest in Loss of Combined                                     
Project Partnership                                    445             370
                                              ------------    ------------
Net Loss                                       $(1,016,922)    $(1,108,095)
                                              ============    ============
Allocation of Net Loss:                                                   
 Limited Partners                              $(1,006,753)    $(1,097,014)
 General Partners                                  (10,169)        (11,081)
                                              ------------    ------------
                                               $(1,016,922)    $(1,108,095)
                                              ============    ============
Net Loss Per Number of Limited                                            
Partnership Units                              $    (39.38)    $    (42.91)
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
           FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                                (Unaudited)
                                     
                                Limited         General            
                                Partners        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1997      $  5,010,872    $  (175,637)    $  4,835,235
                                                                           
Net Loss                         (1,097,014)       (11,081)      (1,108,095)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1997    $  3,913,858    $  (186,718)    $  3,727,140
                              =============    ============   =============
                                                                           
                                                                           
                                                                           
Balance at March 31, 1998      $  3,755,162    $  (188,321)    $  3,566,841
                                                                           
Net Loss                         (1,006,753)       (10,169)      (1,016,922)
                              -------------    ------------   -------------
                                                                           
Balance at December 31,1998    $  2,748,409    $  (198,490)    $  2,549,919
                              =============    ============   =============
                                                            

              See accompanying notes to financial statements.
<PAGE>

                        GATEWAY TAX CREDIT FUND, LTD.
                       (A Florida Limited Partnership)
                                      
                          STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1997
                                 (Unaudited)
                                                   1998           1997
                                                   ----           ----
Cash Flows from Operating Activities:                                     
  Net Loss                                       $(1,016,922)  $(1,108,095)
  Adjustments to Reconcile Net Loss to Net                                
  Cash Used in Operating Activities:                                        
   Amortization                                       19,989        22,605
   Depreciation                                       38,910        27,135
   Accreted Interest Income on Investments in                             
   Securities                                       (135,500)     (146,740)
   Equity in Losses of Project Partnerships          668,713       776,632
   Interest Income from Redemption of                                     
   Securities                                         31,975        25,091
   Minority Interest in Losses of Combined PP           (445)         (370)
Changes in Operating Assets and Liabilities:                              
   (Increase) Decrease in Accounts Receivable           (680)      (16,812)
   Decrease in Prepaid Insurance                          64           284
   Increase (Decrease) in Accounts Payable              (500)       17,030
   Decrease in Accrued Management Fees               (21,900)       (5,177)
   Increase in Replacement Reserves                   17,087        12,840
   Decrease in Security Deposits                         183           461
   Increase in Payable to General Partners            55,193        67,737
                                                 -----------  ------------
     Net Cash Used in Operating Activities          (343,833)     (327,379)
                                                 -----------  ------------
Cash Flows from Investing Activities:                                     
  Redemption of Investment in Securities              73,026        74,909
  Distributions Received from Project                                     
  Partnerships                                        71,003        55,610
  Purchase of Equipment                              (13,178)      (15,750)
                                                 -----------  ------------
     Net Cash Provided by                                                 
     Investing Activities                            130,851       114,769
                                                 -----------  ------------
Increase (Decrease) in Cash and Cash                                      
Equivalents                                         (212,982)     (212,610)
                                                                          
Cash and Cash Equivalents at Beginning of Year       545,367       445,969
                                                 -----------   -----------
Cash and Cash Equivalents at End of Year          $  332,385    $  233,359
                                                 ===========   ===========
                                                                          
Supplemental Cash Flow Information:
Interest Paid                                     $        0     $   5,600
                                                 ===========     =========
                                      
               See accompanying notes to financial statements.
<PAGE>
                        GATEWAY TAX CREDIT FUND, LTD.
                       (A Florida Limited Partnership)
                                      
                   NOTES TO COMBINED FINANCIAL STATEMENTS
                                      
                              DECEMBER 31, 1998

NOTE 1 - ORGANIZATION:

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

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

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


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Combined Statements


   The accompanying statements include, on a combined basis, the accounts  of
Gateway,  Village  Apartments  of  Sparta  Limited  Partnership  and  Village
Apartments of Divernon Limited Partnership ("Combined Entities"), two Project
Partnerships  in  which  Gateway has invested.  As of  October  1,  1996  and
October  1,  1997,  respectively, an affiliate of Gateway's Managing  General
Partner,  Value  Partners, Inc. became the general partner  of  the  Combined
Entities.   Since  the general partner of the Combined  Entities  is  now  an
affiliate  of  Gateway,  these  combined  financial  statements  include  the
financial  activity  of  the  Combined Entities for  the  nine  months  ended
December  31,  1998.  All significant intercompany balances and  transactions
have  been  eliminated.   Gateway  has  elected  to  report  the  results  of
operations  of the Combined Entities on a 3-month lag basis, consistent  with
the presentation of financial information of all Project Partnerships.


Basis of Accounting

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

  Gateway accounts for its investments as the sole limited partner in Project
Partnerships  ("Investments in Project Partnerships"), with the exception  of
the  Combined 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, 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
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 recognizes a decline in the carrying value of its investment in the
Project Partnerships when there is evidence of a non-temporary decline in the
recoverable  amount  of  the investment.  There is  a  possibility  that  the
estimates  relating to reserves for non-temporary declines in carrying  value
of  the  investments in Project Partnerships may be subject to material  near
term adjustments.

   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.

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  1997  figures  have  been  reclassified,  where
appropriate,  to  conform with the financial statement presentation  used  in
1998.

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, 1998.  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  December  31, 1998 Balance Sheet includes Investments  in  Securities
equal to $2,197,444 ($397,040 and $1,800,404).  These investments consist  of
U.  S.  Treasury Security Strips at their cost, plus accreted interest income
of $1,068,317.  The estimated market value at December 31, 1998 of these debt
securities is $2,407,406 resulting in a gross unrealized gain of $209,962.

  As  of  December  31, 1998, the cost and accreted interest  by  contractual
maturities is as follows:

   Due within 1 year                              $  397,040
   After 1 year through 5 years                    1,463,023
   After 5 years through 10 years                    337,381
                                                  ----------
   Total Amount Carried on Balance Sheet          $2,197,444
                                                  ==========

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:

                                        1998              1997
                                      ---------          --------
Asset Management Fee                   $374,784          $375,810
General and Administrative Expenses      21,750            22,730


NOTE 5 - RENTAL PROPERTY

 A summary of the rental property is as follows at December 31, 1998:
                                                Accumulated       Book
                                     Cost       Depreciation      Value
                                    ------      ------------      -----
Land                                $   47,000     $       0     $   47,000
Buildings                            1,404,809       457,521        947,288
Furniture and Appliances                58,784        37,668         21,116
                                     ---------     ---------      ---------
Net Book Value                      $1,510,593     $ 495,189     $1,015,404
                                     =========     =========      =========
                                                                           
 A summary of the rental property is as follows at December 31, 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                       $ 996,102     $ 286,303     $  709,799
                                     =========     =========      =========
                                                                           

NOTE 6 - MORTGAGE NOTE PAYABLE

   The  mortgage note payable for Sparta 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 December 31, 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
  -----------        ------
  12/31/98         $    342
  12/31/99            1,391
  12/31/00            1,424
  12/31/01            1,459
  12/31/02            1,494
  Thereafter        816,787
                -----------
  Total            $822,897
                ===========

  The mortgage note payable for Divernon is the balance due on the note dated
October  2, 1989 in the amount of $416,113.  The loan is at a stated interest
rate  of  8.75% for a period of 50 years, the loan also contains a  provision
for  an  interest subsidy which reduces the effective interest rate to  2.4%.
At  December 31, 1997 the development was in compliance with the terms of the
subsidy  agreement and is receiving the reduced rate which makes the  monthly
payment $883.

  Expected maturities of the mortgage note payable are as follows:

  Year Ending        Amount
  -----------        ------
  12/31/98         $    967
  12/31/99              990
  12/31/00            1,013
  12/31/01            1,037
  12/31/02            1,062
  Thereafter        405,121
                -----------
  Total            $410,190
                ===========
NOTE 7 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As  of  December  31,  1998, the Partnership owned a 99%  limited  partner
ownership  interest  in  80  Project  Partnerships,  excluding  the  Combined
Entities at March 31, 1998, which own and operate government assisted  multi-
family housing complexes.

   Cash  flows  from  operations are allocated according to each  Partnership
Agreement.  Upon dissolution proceeds will be distributed according  to  each
Partnership Agreement.

   The  following  is  a  summary  of Investments  in  Project  Partnerships,
excluding the Combined Entities:

                                              DECEMBER 31,     MARCH 31,
                                                  1998            1998
                                             --------------   ----------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $ 17,982,008    $ 17,982,007
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (1)                                (16,167,012)    (15,498,298)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                               (590,438)       (519,435)
                                              -------------   -------------
Investment in Project Partnerships before                                  
adjustment                                        1,224,558       1,964,274
                                                                           
Excess of investment cost over the                                         
underlying assets acquired:                                                
 Acquisition fees and expenses                    2,254,715       2,254,715
 Accumulated amortization of acquisition                                   
fees and expenses                                  (556,236)       (536,247)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships             $ 2,923,037     $ 3,682,742
                                               ============    ============

(1)  In  accordance  with the Partnership's accounting policy  to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of $5,279,414 for the period ended December 31, 1998 and cumulative suspended
losses of $4,362,697 for the year ended March 31, 1998 are not included.
<PAGE>
NOTE 7 - 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:
                                                1998             1997
                                                ----             ----
SUMMARIZED BALANCE SHEETS                                                 
Assets:                                                                   
  Current assets                               $ 9,368,663     $ 9,142,759
  Investment properties, net                    80,069,803      83,720,144
  Other assets                                     290,904         285,782
                                              ------------    ------------
    Total assets                               $89,729,370     $93,148,685
                                              ============    ============
Liabilities and Partners' Equity:                                         
  Current liabilities                            2,858,869       2,850,214
  Long-term debt                                92,366,142      93,114,402
                                              ------------    ------------
    Total liabilities                           95,225,011      95,964,616
                                              ------------    ------------
Partners' equity                                                          
  Limited Partner                               (4,285,016)     (1,051,262)
  General Partners                              (1,210,625)     (1,764,669)
                                              ------------    ------------
    Total Partners' equity                      (5,495,641)     (2,815,931)
                                              ------------    ------------
    Total liabilities and partners' equity     $89,729,370     $93,148,685
                                              ============    ============
SUMMARIZED STATEMENTS OF OPERATIONS                                       
Rental and other income                        $ 8,855,887     $ 8,854,331
Expenses:                                     ------------    ------------
  Operating expenses                             5,562,394       5,454,843
  Interest expense                               2,229,436       2,361,709
  Depreciation and amortization                  2,665,502       2,733,021
                                              ------------    ------------
    Total expenses                              10,457,332      10,549,573
                                                                          
      Net loss                                 $(1,601,445)    $(1,695,242)
                                              ============    ============
                                                                          
Other partners' share of net loss              $   (16,014)    $   (16,952)
                                              ============    ============
Partnerships' share of net loss                 (1,585,431)     (1,678,290)
Suspended losses                                   916,717         865,017
                                              ------------    ------------
Equity in Losses of Project Partnerships       $  (668,714)    $  (813,273)
                                              ============    ============
<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 nine and three months ended December 31, 1998  and  1997.
Total expense for the nine and three months ended December 31, 1998 increased
as compared to the nine and three months ended December 31, 1997 primarily as
a result of combining the operating expenses of Divernon.

  Equity in Losses of Project Partnerships for the nine months ended December
31,  1998 decreased from $776,632 for the nine months ended December 31, 1997
to $668,713 primarily as a result of not including losses of $916,717 in 1998
as  compared to $865,017 in 1997, as these losses would reduce the investment
in  certain  Project  Partnerships below zero and  excluding  the  losses  of
Divernon  in  1998.  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 $1,016,922 for the nine months
ended December 31, 1998.  However, after adjusting for amortization, accreted
interest  income,  the changes in operating assets and liabilities,  and  the
equity  in  losses  of  Project Partnerships,  net  cash  used  in  operating
activities  was $343,833.  The net cash provided by investing activities  was
$130,851  consisting of $71,003 in cash distributions received  from  Project
Partnerships and $73,026 from matured Zero Coupons.

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  December 31, 1998, Gateway had  $332,385  of  short  term
investments  (Cash  and Cash Equivalents).  It also had  $2,197,444  in  Zero
Coupon  Treasuries  with maturities providing $292,000 in  fiscal  year  1999
increasing  to $521,000 in the 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.
<PAGE>
                           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 10, 1999   By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date:  February 10, 1999   By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer
<PAGE>