<PAGE>

                                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, 1997

Commission File Number              0-17711

                       Gateway Tax Credit Fund, Ltd.
      (Exact name of Registrant as specified in its charter)
            Florida                              59-2852555
(State or other jurisdiction of    ( I.R.S. Employer No.)
incorporation or organization)

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

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

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

                             YES     X         NO

                                                Number of Units
      Title of Each Class                      December 31, 1997
Units of Limited Partnership
Interest:  $1,000 per unit                          25,566

                     DOCUMENTS INCORPORATED BY REFERENCE
                                      
               Parts I and II, 1995 Form 10-K, filed with the
             Securities and Exchange Commission on July 11, 1997
             Parts III and IV - Form S-11 Registration Statement
                 and all amendments and supplements thereto
                              File No. 33-18142
<PAGE>
PART I - Financial Information
  Item 1.  Financial Statements
                       GATEWAY TAX CREDIT FUND, LTD.
                      (A Florida Limited Partnership)
                                     
                          COMBINED BALANCE SHEETS
                                              December        March 31,
                                              31,1997           1997
                                            -----------      -----------
                                            (Unaudited)       (Audited)
ASSETS                                                                    
Current Assets:                                                           
 Cash and Cash Equivalents                     $   233,359     $   445,969
 Accounts Receivable                                18,238           1,426
 Investments in Securities                         374,098         353,436
 Prepaid Insurance                                      74             358
 Tenant Security Deposits                            3,275           3,216
                                               -----------     -----------
  Total Current Assets                             629,044         804,405
                                               -----------     -----------
                                                                          
 Investments in Securities                       2,021,667       1,995,589
 Investments in Project Partnerships, Net        3,707,646       4,562,124
 Replacement Reserves                                2,365          15,205
 Rental Property at Cost, Net                      703,298         714,682
                                              ------------    ------------
    Total Assets                               $ 7,064,020     $ 8,092,005
                                              ============    ============
LIABILITIES AND PARTNERS' EQUITY                                          
Current Liabilities:                                                      
 Payable to General Partners                       332,480         335,155
 Accrued Real Estate Taxes                          17,642          17,642
 Tenant Security Deposits                            3,500           2,980
 Accrued Management Fees                            17,030           5,177
                                              ------------    ------------
  Total Current Liabilities                        370,652         360,954
                                              ------------    ------------
Long-Term Liabilities:                                                    
 Payable to General Partners                     2,170,871       2,100,459
 Mortgage Notes Payable                            822,897         822,897
                                              ------------    ------------
  Total Long-Term Liabilities                    2,993,768       2,923,356
                                                                          
Minority Interest in Local Limited                                        
Partnership                                       (27,540)        (27,540)
                                                                          
Partners' Equity                                 3,727,140       4,835,235
                                              ------------    ------------
    Total Liabilities and Partners'                                       
Equity                                         $ 7,064,020     $ 8,092,005
                                              ============    ============
                                                                          
                                     

              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)

                                                1997            1996
                                                ----            ----
Revenues:                                                                 
 Rental                                        $    40,713       $       0
 Interest Subsidy                                        0               0
 Interest Income                                   161,785         166,878
 Miscellaneous                                       1,753               0
                                               -----------     -----------
  Total Revenues                                   204,251         166,878
                                               -----------     -----------
Expenses:                                                                 
 Asset Management Fee-General Partner              375,810         376,749
 General and Administrative:                                              
  General Partner                                   22,730          18,660
  Other                                             35,273          41,271
 Rental Operating Expenses                          46,931               0
 Interest                                            5,600               0
 Depreciation                                       27,135               0
 Amortization                                       22,605          26,970
                                              ------------    ------------
  Total Expenses                               $   536,084     $   463,650
                                                                          
Loss Before Equity in Losses of Project                                   
Partnerships                                     (331,833)       (296,772)
Equity in Losses of Project Partnerships         (776,632)     (1,105,944)
Minority Interest in Loss of Combined                                     
Project Partnership                                    370               0
                                              ------------    ------------
Net Loss                                      $(1,108,095)    $(1,402,716)
                                              ============    ============
Allocation of Net Loss:                                                   
 Limited Partners                             $(1,097,014)    $(1,388,689)
 General Partners                                 (11,081)        (14,027)
                                              ------------    ------------
                                              $(1,108,095)    $(1,402,716)
                                              ============    ============
Net Loss Per Number of Limited                                            
Partnership Units                             $    (42.91)    $    (54.32)
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 THREE MONTHS ENDED DECEMBER 31,
                                (Unaudited)
                                                1997            1996
                                                ----            ----
Revenues:                                                                 
 Rental                                        $    12,164     $         0
 Interest Subsidy                                        0               0
 Interest Income                                    52,696          54,806
 Miscellaneous                                         517               0
                                               -----------     -----------
  Total Revenues                                    65,377          54,806
                                               -----------     -----------
Expenses:                                                                 
 Asset Management Fee-General Partner              125,270         125,583
 General and Administrative:                                              
  General Partner                                    7,017           6,209
  Other                                              7,516          12,828
 Rental Operating Expenses                          17,624               0
 Interest                                            1,400               0
 Depreciation                                        9,045               0
 Amortization                                        7,535           8,990
                                              ------------    ------------
  Total Expenses                               $   175,407     $   153,610
                                                                          
Loss Before Equity in Losses of Project                                   
Partnerships                                     (110,030)        (98,804)
Equity in Losses of Project Partnerships         (206,069)       (414,334)
Minority Interest in Loss of Combined                                     
Project Partnership                                    153               0
                                              ------------    ------------
Net Loss                                      $  (315,946)    $  (513,138)
                                              ============    ============
Allocation of Net Loss:                                                   
 Limited Partners                                (312,787)       (508,007)
 General Partners                                  (3,159)         (5,131)
                                              ------------    ------------
                                              $  (315,946)    $  (513,138)
                                              ============    ============
Net Loss Per Number of Limited                                            
Partnership Units                             $    (12.23)    $    (19.87)
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, 1997 AND 1996
                                (Unaudited)
                                     
                                Limited         General            
                                Partners        Partners         Total
                               ---------        --------         -----
                                                                           
                                                                           
Balance at March 31, 1996      $  6,759,422    $  (157,975)    $  6,601,447
                                                                           
Net Loss                        (1,388,689)        (14,027)     (1,402,716)
                              -------------    ------------   -------------
                                                                           
Balance at December 31, 1996   $  5,370,733    $  (172,002)    $  5,198,731
                              =============    ============   =============
                                                                           
                                                                           
                                                                           
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
                              =============    ============   =============
                                                            

              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, 1997 AND 1996
                                 (Unaudited)
                                                   1997           1996
                                                   ----           ----
Cash Flows from Operating Activities:                                     
  Net Loss                                      $(1,108,095)  $(1,402,716)
  Adjustments to Reconcile Net Loss to Net                                
Cash Provided by (Used in) Operating                                      
Activities:                                                               
   Amortization                                       22,605        26,970
   Depreciation                                       27,135             0
   Accreted Interest Income on Investments in                             
Securities                                         (146,740)     (155,693)
   Equity in Losses of Project Partnerships          776,632     1,105,944
   Minority Interest in Losses of Combined                                
Project Partnership                                    (370)             0
   Interest Income from Redemption of                                     
Securities                                            25,091        18,321
   Payment of Asset Management Fee                 (305,398)     (302,400)
   Changes in Operating Assets and                                        
Liabilities:                                                              
    Decrease in Accounts Receivable                 (16,812)      (30,738)
    Decrease in Prepaid Insurance                        284             0
    Decrease in Accounts Payable                      17,030             0
    Increase in Replacement Reserves                  12,840             0
    Decrease in Security Deposits                        461             0
    Decrease in Accrued Management Fees              (5,177)             0
    Increase in Payable to General Partners          373,135       370,345
                                                 -----------   -----------
      Net Cash Used in Operating Activities        (327,379)     (369,967)
                                                 -----------   -----------
Cash Flows from Investing Activities:                                     
  Distributions Received from Project                                     
Partnerships                                          55,610        51,999
  Redemption of Investment in Securities              74,909        77,679
  Purchase of Equipment                             (15,750)             0
                                                 -----------   -----------
      Net Cash Provided by (Used in) Investing       114,769       129,678
Activities                                       -----------   -----------
                                                                          
Increase (Decrease) in Cash and Cash               (212,610)     (240,289)
Equivalents                                          445,969       403,542
Cash and Cash Equivalents at Beginning of Year   -----------   -----------
                                                  $  233,359    $  163,253
Cash and Cash Equivalents at  End of Year        ===========   ===========
                                                                          
Supplemental Cash Flow Information:
Interest Paid                                       $  5,600      $      0
                                                   =========     =========
                                      
                                      
               See accompanying notes to financial statements.
<PAGE>
                        GATEWAY TAX CREDIT FUND, LTD.
                       (A Florida Limited Partnership)
                                      
                   NOTES TO COMBINED FINANCIAL STATEMENTS
                                      
                              DECEMBER 31, 1997

NOTE 1 - ORGANIZATION:

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

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

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


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Combined Statements

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

Basis of Accounting

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

  Gateway accounts for its investments as the sole limited partner in Project
Partnerships  ("Investments in Project Partnerships"), with the exception  of
the  Combined Entity, using the equity method of accounting and  reports  the
equity  in  losses  of  the Project Partnerships on  a  3-month  lag  in  the
Statements  of  Operations.   Under the equity  method,  the  Investments  in
Project Partnerships initially include:

  1)  Gateway's capital contribution,
  2)   Acquisition fees paid to the General Partner for services rendered  in
  selecting properties for acquisition, and
  3)    Acquisition   expenses  including  legal  fees,  travel   and   other
  miscellaneous costs relating to acquiring properties.

Quarterly  the Investments in Project Partnerships are increased or decreased
as follows:

  1)   Increased  for equity in income or decreased for equity in  losses  of
  the Project Partnerships,
  2)    Decreased   for   cash  distributions  received  from   the   Project
  Partnerships,
  3)  Decreased for the amortization of the acquisition fees and expenses,
  4)   In  certain  Project  Partnerships,  where  Gateway's  investment  was
  greater  than Gateway's pro-rata share of the book value of the  underlying
  assets, decreased for the amortization of the difference; and
  5)   In  certain Project Partnerships, where Gateway's investment was  less
  than  Gateway's pro-rata share of the book value of the underlying  assets,
  increased for the accretion of the difference.

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

    Pursuant   to  the  limited  partnership  agreements  for   the   Project
Partnerships, cash losses generated by the Project Partnerships are allocated
to  the  general partners of those partnerships.  In subsequent  years,  cash
profits, if any, are first allocated to the general partners to the extent of
the allocation of prior years' cash losses.

   Since Gateway invests as a limited partner, and therefore is not obligated
to  fund  losses  or  make  additional capital  contributions,  it  does  not
recognize  losses  from individual Project Partnerships to  the  extent  that
these  losses would reduce the investment in those Project Partnerships below
zero.   The  suspended losses will be used to offset future income  from  the
individual Project Partnerships.

Cash and Cash Equivalents

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

Capitalization and Depreciation

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

  Buildings                27-1/2 years
  Equipment                     7 years

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

Rental Income

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

Concentrations of Credit Risk

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

Use of Estimates in the Preparation of Financial Statements

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

Investment in Securities

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

Offering and Commission Costs

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

Income Taxes

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

Reclassifications

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

Basis of Preparation

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


NOTE 3 - INVESTMENT IN SECURITIES:

   The  December  31, 1997 Balance Sheet includes Investments  in  Securities
equal to $2,395,765 ($374,098 and $2,021,667).  These investments consist  of
U.  S.  Treasury Security Strips at their cost, plus accreted interest income
of $1,055,224.  The estimated market value at December 31, 1997 of these debt
securities is $2,591,026 resulting in a gross unrealized gain of $195,261.

  As  of  December  31, 1997, the cost and accreted interest  by  contractual
maturities is as follows:

   Due within 1 year                              $  374,098
   After 1 year through 5 years                    1,391,923
   After 5 years through 10 years                    629,744
                                                  ----------
   Total Amount Carried on Balance Sheet          $2,395,765
                                                  ==========

NOTE 4 - RELATED PARTY TRANSACTIONS:

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

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

                                        1997              1996
                                      ---------          --------
Asset Management Fee                   $375,810          $376,749
General and Administrative Expenses      22,730            18,660


NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

 A summary of the property, plant and equipment is as follows at December 30,
1997:
                                       Accumulated        Book
                              Cost    Depreciation        Value
                        -----------    -----------         ------

Land                    $   32,000     $        0     $   32,000
Buildings                  945,188        276,434        668,754
Furniture and Appliances    21,458         18,914          2,544
                        -----------    ----------     ----------
Net Book Value          $  998,646     $  295,348     $  703,298
                        ===========    ==========     ==========

NOTE 6 - MORTGAGE NOTE PAYABLE

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

  Expected maturities of the mortgage note payable are as follows:

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

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

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

                                              DECEMBER 31,     MARCH 31,
                                                  1997            1997
                                             --------------   ----------
Capital Contributions to Project Partner-                                  
ships and purchase price paid for limited                                  
partner interests in Project Partnerships      $ 18,061,129    $ 18,061,129
                                                                           
Accumulated accretion/(amortization) of the                                
excess of the book value of the underlying                                 
assets of Project Partnerships over the            (62,458)        (64,627)
purchase price (1)                                                         
                                                                           
Cumulative equity in losses of Project                                     
Partnerships (2)                               (15,517,681)    (14,741,418)
                                                                           
Cumulative distributions received from                                     
Project Partnerships                              (552,896)       (497,286)
                                                                           
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                                 (475,163)       (450,389)
                                               ------------    ------------
                                                                           
Investments in Project Partnerships             $ 3,707,646     $ 4,562,124
                                               ============    ============


(1)  Includes amounts representing the excess of purchase price over the book
value of the underlying assets of the Project Partnerships.  At December  31,
1997  these  excess  costs were $566,298 and at March 31, 1997  these  excess
costs were $579,459.
(2)  In  accordance  with the Partnership's accounting policy  to  not  carry
Investments  in Project Partnerships below zero, cumulative suspended  losses
of $3,686,843 for the period ended December 31, 1997 and cumulative suspended
losses of $2,821,826 for the year ended March 31, 1997 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:
                                                1997             1996
                                                ----             ----
SUMMARIZED BALANCE SHEETS                                                 
Assets:                                                                   
  Current assets                               $ 9,142,759     $ 8,844,205
  Investment properties, net                    83,720,144      87,545,364
  Other assets                                     285,782         315,901
                                              ------------    ------------
    Total assets                               $93,148,685     $96,705,470
                                              ============    ============
Liabilities and Partners' Equity:                                         
  Current liabilities                            2,850,214       2,848,057
  Long-term debt                                93,114,402      94,169,486
                                              ------------    ------------
    Total liabilities                           95,964,616      97,017,543
                                              ------------    ------------
Partners' equity                                                          
  Limited Partner                              (1,051,262)         708,902
  General Partners                             (1,764,669)     (1,020,975)
                                              ------------    ------------
    Total Partners' equity                     (2,815,931)       (312,073)
                                              ------------    ------------
    Total liabilities and partners' equity     $93,148,685     $96,705,470
                                              ============    ============
SUMMARIZED STATEMENTS OF OPERATIONS                                       
Rental and other income                        $ 8,854,331     $ 8,698,022
Expenses:                                                                 
  Operating expenses                             5,454,843       5,284,253
  Interest expense                               2,361,709       2,298,866
  Depreciation and amortization                  2,733,021       2,748,968
                                              ------------    ------------
    Total expenses                              10,549,573      10,332,087
                                                                          
      Net loss                                $(1,695,242)    $(1,634,065)
                                              ============    ============
Other partners' share of net loss             $   (16,952)    $   (16,341)
                                                                          
Partnerships' share of net loss                (1,678,290)     (1,617,724)
Suspended losses                                   865,017         511,780
                                              ------------    ------------
Equity in Losses of Project Partnerships      $  (813,273)    $(1,105,944)
                                              ============    ============
<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, 1997  and  1996.
Total expense for the nine and three months ended December 31, 1997 increased
as compared to the nine and three months ended December 31, 1996 primarily as
a result of combining the operating expenses of Sparta.

  Equity in Losses of Project Partnerships for the nine months ended December
31,  1997  decreased from $1,105,944 for the nine months ended  December  31,
1996  to $776,632 as a result of not including losses of $865,017 in 1997  as
compared to $511,780 in 1996, as these losses would reduce the investment  in
certain  Project Partnerships below zero.  In general, it is  common  in  the
real  estate  industry to experience losses for financial and  tax  reporting
purposes  because of the non-cash expenses of depreciation and  amortization.
As a result, management expects Gateway will continue to report its equity in
Project Partnerships as a loss for tax and financial reporting purposes.

   In total, the Partnership had a net loss of $1,108,095 for the nine months
ended December 31, 1997.  However, after adjusting for amortization, accreted
interest  income, interest income from the redemption in securities,  payment
of  Asset  Management Fees, the changes in operating assets and  liabilities,
and  the equity in losses of Project Partnerships, net cash used in operating
activities  was $327,379.  The net cash provided by investing activities  was
$114,769  consisting of $55,610 in cash distributions received  from  Project
Partnerships, the maturity of Zero Coupon Treasuries for $74,909, reduced  by
$15,750 for the purchase of equipment.


Liquidity and Capital Resources -

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

   The sources of funds to pay the operating costs are short term investments
and  interest  earned thereon, the maturity of U.S. Treasury Security  Strips
("Zero Coupon Treasuries") which were purchased with funds set aside for this
purpose,  and cash distributed to Gateway from the operations of the  Project
Partnerships.   At  December 31, 1997, Gateway had  $233,359  of  short  term
investments  (Cash  and Cash Equivalents).  It also had  $2,395,765  in  Zero
Coupon  Treasuries  with maturities providing $397,000 in  fiscal  year  1999
increasing  to  $514,000  in  fiscal year 2004.   Management  believes  these
sources  of  funds  are  sufficient to meet  Gateway's  current  and  ongoing
operating  costs  for the foreseeable future, and to pay part  of  the  Asset
Management Fee.
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                           SIGNATURES


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


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





Date:  February 11, 1998    By:/s/ Ronald M. Diner
                           Ronald M. Diner
                           President



Date:  February 11, 1998    By:/s/ Sandra L. Furey
                           Sandra L. Furey
                           Secretary and Treasurer
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