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, 1996 

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, 1996
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 June 27, 1996
                        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)

                                          BALANCE SHEETS

                                                DECEMBER 31,       MARCH 31,
                                                    1996             1996   
                                                 -----------      ----------
                                                 (Unaudited)       (Audited)
ASSETS
Current Assets:
   Cash and Cash Equivalents                     $  163,253      $  403,542 
   Accounts Receivable                               30,738               0 
   Investments in Securities                        355,123         336,350 
                                                 -----------     ---------- 
     Total Current Assets                           549,114         739,892 

   Investments in Securities                      2,204,977       2,164,058 
   Investments in Project
          Partnerships, Net                       4,750,737       5,935,650 
                                                 -----------     ---------- 
       Total Assets                              $7,504,828      $8,839,600 
                                                 ===========     ========== 

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Payable to General Partners                   $  327,090      $  333,494 

Long-Term Liabilities:
   Payable to General Partners                    1,979,007       1,904,659 

Partners' Equity:
   Limited Partners (25,566
    units outstanding at
    December 31, 1996 and
    March 31, 1996)                               5,370,733       6,759,422 
   General Partners                                (172,002)       (157,975)
                                                 -----------      ----------
     Total Partners' Equity                       5,198,731       6,601,447 
                                                 -----------      ----------
    Total Liabilities and
          Partners Equity                        $7,504,828      $8,839,600 
                                                 ===========      ==========


                          See accompanying notes to financial statements.


<PAGE>

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

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                      FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                      1996            1995  
                                                 -----------      ----------
Revenues:
   Interest Income                               $   54,806       $  56,156 
                                                 -----------      ----------
Expenses:
   Asset Management Fee-
     General Partner                                125,583         125,870 
   General and Administrative-
     General Partner                                  6,209           6,308 
   General and Administrative-
     Other                                           12,828           4,880 
   Amortization                                       8,990          12,203 
                                                 -----------      ----------
     Total Expenses                                 153,610         149,261 

Loss Before Equity in Losses of
 Project Partnerships                               (98,804)        (93,105)
Equity in Losses of Project
 Partnerships                                      (414,334)       (365,030)
                                                 -----------      ----------
Net Loss                                         $ (513,138)     $ (458,135)
                                                 ===========     ===========
Allocation of Net Loss:
   Limited Partners                              $ (508,007)     $ (453,135)
   General Partners                                  (5,131)         (4,581)
                                                 -----------     -----------
                                                 $ (513,138)     $ (458,135)
                                                 ===========     ===========
Net Loss Per Limited
 Partnership Unit                               $    (19.87)    $    (17.74)
   
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)

                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                      1996            1995  
                                                 -----------      ----------
Revenues:
   Interest Income                              $   166,878    $    172,105 
                                                 -----------      ----------
Expenses:
   Asset Management Fee-
     General Partner                                376,749         377,610 
   General and Administrative-
     General Partner                                 18,660          18,391 
   General and Administrative-
     Other                                           41,271          36,610 
   Amortization                                      26,970          36,609 
                                                 -----------      ----------
     Total Expenses                                 463,650         469,220 

Loss Before Equity in Losses of
 Project Partnerships                              (296,772)       (297,115)
Equity in Losses of Project
 Partnerships                                    (1,105,944)     (1,191,814)
                                                 -----------      ----------
Net Loss                                        $(1,402,716)   $ (1,488,929)
                                                 ===========     ===========
Allocation of Net Loss:
   Limited Partners                             $(1,388,689)   $ (1,474,040)
   General Partners                                 (14,027)        (14,889)
                                                 -----------     -----------
                                                $(1,402,716)   $ (1,488,929)
                                                 ===========     ===========
Net Loss Per Limited
 Partnership Unit                               $    (54.32)    $    (57.66)
   
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)

                                  STATEMENTS OF PARTNERS' EQUITY
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                    General 
                                 Limited           Partners'            Total  
                                 Partners'           Equity           Partners'
                                  Equity           (Deficit)           Equity  
                               -----------       -----------        -----------
Balance at
 March 31, 1995               $ 8,251,645        $ (142,902)       $ 8,108,743 

Net Loss                       (1,474,040)          (14,889)        (1,488,929)
                              ------------       -----------       ------------
Balance at
 December 31, 1995            $ 6,777,605        $ (157,791)       $ 6,619,814 
                              ============       ===========       ============

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 
                              ============       ===========       ============




                          See accompanying notes to financial statements.





<PAGE>


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

                                     STATEMENTS OF CASH FLOWS
                                            (Unaudited)

                       FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995:


                                                           1996          1995  
                                                      ----------     --------- 
Cash Flows from Operating Activities:
   Net Loss                                         $ (1,402,716)  $(1,488,929)
   Adjustments to Reconcile Net Loss to
    Net Cash Used in Operating Activities:
     Amortization                                         26,970        36,609 
     Accreted Interest Income
      on Investments in Securities                      (155,693)     (162,320)
      Equity in Losses of
          Project Partnerships                         1,105,944     1,191,814 
      Interest Income from Redemption
          in Securities                                   18,321        11,702 
      Payment of Asset Management Fee                   (302,400)     (290,742)
      Changes in Operating Assets
      and Liabilities:
       Increase in Accounts Receivable                   (30,738)            0 
       Increase in Payable to
          General Partners                               370,345       366,996 
                                                     -----------      ---------
         Net Cash Used in
         Operating Activities                           (369,967)     (334,870)

Cash Flows from Investing Activities:
   Redemption of Investment in Securities                 77,679        79,298 
   Distributions Received from
   Project Partnerships                                   51,999        61,954 
                                                      ----------     ----------
         Net Cash Provided by
         Investing Activities                            129,678       141,252 
Increase (Decrease) in Cash and 
 Cash Equivalents                                       (240,289)     (193,618)
Cash and Cash Equivalents at
 Beginning of Year                                       403,542       323,944 
                                                     -----------     ----------
Cash and Cash Equivalents at
 End of Year                                          $  163,253    $  130,326 
                                                      ==========     ==========

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

                                   NOTES TO FINANCIAL STATEMENTS
                                            (Unaudited)
                                         December 31, 1996

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. f/k/a RJ Credit Partners, 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:

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")
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.

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.

Investment in Securities

   Effective April 1, 1994, 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 1995 figures have been reclassified, where
appropriate, to conform with the financial statement presentation
used in 1996.

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.

Fair Value of Financial Instruments

   The fair value of investment securities is discussed in Note 3. 
The fair value of current assets and current liabilities is assumed
to be equal to their reported carrying amounts due to their short
term nature.  It is not practicable to estimate the fair value of
the long term payable to the general partner because it is
attributable to a related party transaction for which there would
be no fair market equivalent.

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, 1996.  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, 1996 Balance Sheet includes Investments in
Securities equal to $2,560,100 ($355,123 and $2,204,977).  These
investments consist of U. S. Treasury Security Strips at their
cost, plus accreted interest income of $1,001,074.  The estimated
market value at December 31, 1996 of these debt securities is
$2,758,710 resulting in a gross unrealized gain of $198,610. 

  As of December 31, 1996, the cost and accreted interest by
contractual maturities is as follows:

    Due within 1 year                                             $  355,123
    After 1 year through 5 years                                   1,321,492
    After 5 years through 10 years                                   883,485
                                                                  ----------
    Total Amount Carried on Balance Sheet                         $2,560,100
                                                                  ==========

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 twelve 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 incurred by the
Partnership for the nine months ended December 31, 1996 and 1995:

     

                                              1996                   1995   
                                            ---------              ---------
Asset Management Fee                         $376,749               $377,610
General and
 Administrative Expenses                       18,660                 18,391


<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As of December 31, 1996, the Partnership owned a 99% limited
partner ownership interest in 82 Project Partnerships which own and
operate government assisted multi-family housing complexes.
   The following is a summary of Investments in Project
Partnerships:

                                                December 31,       March 31,
                                                    1996             1996   
                                               -------------     -----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships)                          $ 18,212,885    $ 18,212,885 

Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1)                            (66,347)        (67,517)

Cumulative equity in losses of
Project Partnerships (2)                        (14,743,005)    (13,637,061)

Cumulative distributions received
from Project Partnerships                          (462,012)       (410,013)

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                   (445,499)       (417,359)
                                               -------------     -----------

Investments in
 Project Partnerships                            $4,750,737      $5,935,650 
                                               ============      ===========

(1) Includes amounts representing the excess of purchase price over
the book value of the underlying assets of the Project
Partnerships.  At December 31, 1996 and March 31, 1996 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 $2,252,150 for the period ended December 31,
1996 and cumulative suspended losses of $1,740,370 for the year
ended March 31, 1996 are not included.



<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
   In accordance with the Partnership's policy of presenting the
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information of all 82
Project Partnerships as of September 30 of each year:
                                                    1996             1995   
SUMMARIZED BALANCE SHEETS                      ------------     ------------
Assets:
   Current assets                            $   8,844,205     $  8,400,704 
   Investment properties, net                   87,545,364       90,416,497 
   Other assets                                    315,901          357,730 
                                            --------------      ----------- 
     Total assets                            $  96,705,470     $ 99,174,931 
                                            ==============      =========== 
Liabilities and Partners' Equity
   Current liabilities                       $   2,848,057     $  2,989,908 
   Long-term debt                               94,169,486       94,478,773 
                                             -------------     ------------ 
     Total liabilities                          97,017,543       97,468,681 

Partners' Equity
   Limited Partner                                 708,902        2,512,036 
   General Partners                             (1,020,975)        (805,786)
                                             -------------     ------------ 
                                                  (312,073)       1,706,250 
     Total liabilities and
     partners' equity                        $  96,705,470     $ 99,174,931 
                                             =============     ============ 

SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income                      $   8,698,022     $  8,999,237 
Expenses:
   Operating expenses                            5,284,253        5,030,375 
   Interest expense                              2,298,866        2,814,182 
   Depreciation and amortization                 2,748,968        2,768,737 
                                              ------------     ------------ 
     Total expenses                             10,332,087       10,613,294 

       Net loss                              $  (1,634,065)    $ (1,614,057)
                                              ============     ============ 
   Other partners' share
    of net loss                              $     (16,341)    $    (16,141)
   Partnership's share of net loss           $  (1,617,724)    $ (1,597,916)
     Suspended loss                                511,780          406,102 
                                               -----------      ----------- 
   Equity in Loss of
      Project Partnerships                 $    (1,105,944)    $ (1,191,814)
                                               ===========      =========== 
As of September 30, 1996 and for the nine months then ended, the
largest Project Partnership constitutes 6.4% of the combined total
assets and 9.4% of the combined total revenues.
<PAGE>
                                   GATEWAY TAX CREDIT FUND, LTD
                                  (A Florida Limited Partnership)

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations

                                         December 31, 1996

Results of Operations -

   As disclosed on the Statements of Operations, interest income for
the nine and three months ended December 31, 1996 was comparable to
the nine and three months ended December 31, 1995.  Total expenses
were also comparable for the same periods.

   Equity in Losses of Project Partnerships for the nine months
ended December 31, 1996 and 1995 were comparable.  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 $1,402,716 for the
nine months ended December 31, 1996.  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 $369,967.  The net cash provided by investing
activities was $129,678 consisting of $77,679 from matured Zero
Coupon Treasuries and $51,999 in cash distributions received from
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. 

   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, 1996, Gateway had $163,253 of short
term investments (Cash and Cash Equivalents).  It also had
$2,560,100 in Zero Coupon Treasuries.  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.

   There were no cash distributions paid in the nine month period
ended December 31, 1996 and management does not anticipate
distributions in the foreseeable future.
<PAGE>
 
PART II. OTHER INFORMATION

   Item 6 - Exhibit and Reports on Form 8-K

a. Exhibits - NONE

b. Reports filed on Form 8-K - NONE

<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. f/k/a/
                                                 RJ Credit Partners, Inc.
                                                 Managing General Partner




Date:  February 11, 1997                         By:/s/ Ronald M. Diner 
                                                 Ronald M. Diner
                                                 President



Date:  February 11, 1997                         By:/s/ Sandra L. Furey  
                                                 Sandra L. Furey
                                                 Secretary and Treasurer


<PAGE>