UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549FORM 10-Q 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THESECURITIES EXCHANGEACT OF 1934For The Quarterly Period Ended                                          December31, 2001                                         Commission File Number                                                          0-17711                                                                                                                             GatewayTax Credit Fund,Ltd.                                                                                                        (Exactname of Registrant as specified in its charter)                            Florida                                                                                     59-2852555                               (State or other jurisdictionof                                                                 (I.R.S. Employer No.)              incorporation or organization)     880 Carillon Parkway,      St. Petersburg,      Florida                            33716                                           (Address of principal executive offices)                                             (ZipCode)Registrant's Telephone Number, Including Area Code:              (727)573-3800                                        Indicate by check mark whether the Registrant: (1) hasfiled all reports required to be filed by Section 13  or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period  that theRegistrant was required to file such reports), and (2) has been subject tosuch filing requirements for  the past 90 days.

YES    X        NO         

                                                                                                                          Numberof Units    Title of Each Class                                                                                      December31, 2001     Units of Limited Partnership                                                                       Interest:  $1,000 perunit                                                                                          25,566

DOCUMENTS INCORPORATED BY REFERENCEParts I and II, 2001 Form 10-K, filed with theSecurities and Exchange Commission on July 17, 2001Parts III and IV - Form S-11 Registration Statementand all amendments and supplements theretoFile No. 33-18142

PART I - FinancialInformation           Item 1.          Financial Statements

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

 December 31,  2001  -----------  (Unaudited)

 March 31,  2001  -----------  (Audited)

ASSETS  Current Assets:    Cash and Cash Equivalents    Accounts Receivable    Investments in Securities    Prepaid Insurance    Tenant Security Deposits      Total Current Assets    Investments in Securities    Investments in Project Partnerships, Net    Replacement Reserves    Rental Property at Cost, Net      Total Assets  LIABILITIES AND PARTNERS' EQUITY  Current Liabilities:    Payable to General Partners    Accounts Payable    Accrued Real Estate Taxes    Tenant Security Deposits      Total Current Liabilities  Long-Term Liabilities:   Payable to General Partners    Mortgage Notes Payable      Total Long Term Liabilities   Minority Interest in Local Limited  Partnerships  Partners Equity (Deficit):    Limited Partners (25,566 units outstanding at     December 31 and March 31, 2001)    General Partners      Total Partners' Equity         Total Liabilities and  Partners 'Equity

             $   762,080    58,965    463,331    295    14,735    -----------   1,299,406    883,212    1,765,807    9,931    860,212    ------------  $4,818,568   =========  $   340,465    26    20,647    6,100    ------------  367,238    ------------   2,903,533    1,242,329    ------------  4,145,862    ------------  (17,727)   ------------  543,952    (220,757)   ------------  323,195    ------------  $ 4,818,568    ==========

  $   950,106    47,122    437,854    221    4,800    ------------  1,440,103    945,443    2,077,180    14,480    898,610    ------------  $ 5,375,816    =========  $   347,096    6,942    20,031    6,800    ------------  380,869    ------------   2,843,627    1,242,329     ------------  4,085,956    ------------  (17,351)   ------------   1,141,068    (214,726)   ------------  926,342    ------------  $ 5,375,816    =========

See accompanying notes to financial statements.
 
GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)COMBINED STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED DECEMBER 31,(Unaudited)

2001     ----   

2000     ----   

Revenues:    Rental    Interest Income    Miscellaneous      Total Revenues  Expenses:    Asset Management Fee-General Partner    General and Administrative:      General Partner      Other    Rental Operating Expenses    Interest    Depreciation    Amortization      Total Expenses  Loss Before Equity in Losses of Project Partnerships  Equity in Gains (Losses) of Project Partnerships  Minority Interest in Loss of Combined Project Partnership  Net Loss  Allocation of Net Loss:    Limited Partners    General Partners  Net Loss Per Number of Limited Partnership Units  Number of Limited Partnership Units Outstanding

  $    30,021    32,189    1,153    -----------   63,363    -----------  123,724    12,278    4,697    29,522            7,450    13,910    4,171    ------------     195,752    ------------  (132,389)   (141,108)   196    ------------  $  (273,301)   =========  $  (270,568)   (2,733)   ------------  $  (273,301)   =========   $      (10.58)  =========   25,566             ========

  $    29,617    44,006    1,179    -----------   74,802    -----------     124,170       5,529    8,685    26,813    (5,458)   13,890    4,171    ------------     177,800    ------------     (102,998)   36,071       42    ------------  $   (66,885)   =========   $   (66,216)   (669)   ------------  $   (66,885)   =========  $       (2.59)   =========  25,566    =========

See accompanying notes to financialstatements.

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

2001    ----  

2000     ----   

Revenues:    Rental    Interest Income    Miscellaneous      Total Revenues  Expenses:    Asset Management Fee-General Partner    General and Administrative:      General Partner      Other    Rental Operating Expenses    Interest    Depreciation    Amortization      Total Expenses  Loss Before Equity in Losses of Project Partnerships  Equity in Losses of Project Partnerships Minority Interest in Loss of  Combined Project Partnership  Net Loss  Allocation of Net Loss:    Limited Partners    General Partners  Net Loss Per Number of Limited Partnership Units  Number of Limited Partnership Units Outstanding

  $   91,522    106,279    4,684    -----------  202,485    -----------     371,173       36,834    30,898    69,994    22,352    41,727    12,591    ------------     585,569    ------------  (383,084)   (220,438)   375    ------------  $  (603,147)   =========  $  (597,116)   (6,031)  ------------  $  (603,147)   =========  $      (23.36)   =========  25,566    =========

  $   90,760   137,106    3,060    ----------  230,926    ----------   372,510       27,338    36,379    77,921    22,598    41,670    12,513    -----------   590,929    ------------  (360,003)   (159,945)   479    ------------  $  (519,469)   =========  $  (514,274)   (5,195)   ------------  $  (519,469)   ========= $      (20.12)   =========  25,566    =========

See accompanying notes to financialstatements.
 
GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)COMBINED STATEMENTS OF PARTNERS' EQUITYFOR THE NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000(Unaudited)

Limited  Partners  ---------

General   Partners  (Deficit)  ------------

  Total  -----

  Balance at March 31, 2000  Net Loss  Balance at December 31, 2000  Balance at March 31, 2001  Net Loss  Balance at December 31, 2001

  $  1,920,987    (514,274)   ------------   $  1,406,713    =========   $  1,141,068    (597,116)   ------------   $  543,952    ========= 

  $  (206,848)   (5,195)   -----------   $  (212,043)   =========  $  (214,726)   (6,031)   -----------  $  (220,757)   ========= 

  $  1,714,139    (519,469)  ------------  $  1,194,670   =========  $  926,342   (603,147)   ------------   $  323,195    ========= 

See accompanying notes to financialstatements.

GATEWAY TAX CREDIT FUND, LTD.(A Florida Limited Partnership)STATEMENTS OF CASH FLOWSFOR THE NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000(Unaudited)

2001  ----

2000  ----

Cash Flows from Operating Activities:    Net Loss    Adjustments to Reconcile Net Loss to Net    Cash Used in Operating Activities:     Amortization     Depreciation     Accreted Interest Income on Investments in Securities     Equity in Losses of Project Partnerships     Minority Interest in Losses of Combined Project Partnerships     Interest Income from Redemption in Securities  Changes in Operating Assets and Liabilities:     Increase in  Accounts Receivable     (Increase) Decrease  in Prepaid Insurance     Increase (Decrease) in Accounts Payable     Increase (Decrease) in Replacement Reserves     Increase in Security Deposits  Decrease in Accrued Real Estate Taxes     Increase in Payable to General Partners       Net Cash Used in Operating Activities  Cash Flows from Investing Activities:    Redemption of Investment in Securities    Purchase of Equipment    Distributions Received from Project Partnerships       Net Cash Provided by Investing Activities  Increase (Decrease) in Cash and Cash Equivalents  Cash and Cash Equivalents at Beginning of Period  Cash and Cash Equivalents at End of Period

  $ (603,147)  12,591    41,727    (85,246)  220,438    (375)   56,006    (11,843)   (74)   (6,916)   4,549          (10,635)  616     53,276    -----------  (329,033)  -----------  65,994   (3,329)   78,342    -----------  141,007   -----------  (188,026)   950,106    -----------  $  762,080    ========

  $ (519,469)  12,513    41,670    (105,033)   159,945    (479)   47,542          (50,491)   168    10,182   (6,003)       (19,536)  0   48,762   -----------  (380,229)   -----------  68,458   (1,210)   70,830    -----------  138,078    -----------  (242,151)   823,494    -----------  $  581,343   ========

Supplemental Cash Flow Information:

Interest Paid

$   22,352    =========

 $   22,598    ========

See accompanying notes to financialstatements.

   GATEWAY TAX CREDIT FUND, LTD.                (A Florida Limited Partnership)NOTESTO COMBINED FINANCIAL STATEMENTS                    DECEMBER31, 2001

NOTE 1 - ORGANIZATION:

   Gateway Tax Credit Fund, Ltd. ("Gateway"), aFlorida Limited Partnership, was formed October 27, 1987 under the laws ofFlorida.Operations commenced on June30, 1988.Gateway invests, as a limitedpartner, in other limited partnerships ("Project Partnerships"), eachof which owns and operates apartment complexes expected to qualify forLow-Income Housing Tax Credits.Gatewaywill terminate on December 31, 2040 or sooner, in accordance with the terms ofthe Limited Partnership Agreement.Gateway closed the offering on March 1, 1990 after receiving Limited andGeneral Partner capital contributions of $25,566,000 and $1,000respectively.The fiscal year ofGateway for reporting purposes ends on March 31.   Raymond James Partners, Inc. and Raymond James Tax CreditFunds, Inc., wholly-owned subsidiaries of Raymond James Financial, Inc., arethe General Partner and Managing General Partner, respectively. The Managing General Partner manages andcontrols the business of Gateway.   Operating profits and losses, cash distributions fromoperations and tax credits are allocated 99% to the Limited Partners and 1% tothe General Partners.Profit or lossand cash distributions from sales of properties will be allocated as formulatedin the Limited Partnership Agreement.NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Combined Statements

   The accompanying statements include, on a combinedbasis, the accounts of Gateway ,Village Apartments of Sparta LimitedPartnership and Village Apartments of Divernon Limited Partnership("Combined Entities"), two Project Partnerships in which Gateway hasinvested. As of October 1, 1996 andOctober 1, 1997, respectively, an affiliate of Gateway's Managing GeneralPartner, Value Partners, Inc. became the general partner of the CombinedEntities.Since the general partner ofthe Combined Entities is now an affiliate of Gateway, these combined financialstatements include the financial activity of the Combined Entities for the ninemonths ended December 31, 2001.Allsignificant intercompany balances and transactions have been eliminated.Gateway has elected to report the results ofoperations of the Combined Entities on a 3-month lag basis, consistent with thepresentation of financial information of all Project Partnerships.Basis of Accounting

   Gateway utilizes the accrual basis ofaccounting whereby revenues are recognized when earned and expenses arerecognized when obligations are incurred.   Gateway accounts for its investments as the solelimited partner in Project Partnerships ("Investments in ProjectPartnerships"), with the exception of the Combined Entities, using theequity method of accounting, because management believes that Gateway does nothave a majority control of the major operating and financial policies of theProject Partnerships in which it invests, and reports the equity in losses ofthe Project Partnerships on a 3-month lag in the Statements of Operations.Under the equity method, the Investments inProject Partnerships initially include:     1)  Gateway's capital contribution,     2)  Acquisition fees paid to the General Partner for servicesrendered in selecting properties for acquisition, and     3)  Acquisition expenses including legal fees, travel and othermiscellaneous costs relating to acquiring properties.Quarterly the Investments in Project Partnerships areincreased or decreased as follows:     1)  Increased for equity in income or decreased forequity in losses of the Project Partnerships,     2)  Decreased for cash distributions received fromthe Project Partnerships, and     3)  Decreased for the amortization of theacquisition fees and expenses.   Amortization is calculated on astraight-line basis over 35 years, as this is the average estimated useful lifeof the underlying assets.The amortization is shown as amortizationexpense on the Statements of Operations.   Pursuant to the limited partnershipagreements for the Project Partnerships, cash losses generated by the ProjectPartnerships 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 ofprior years' cash losses.   Since Gateway invests as a limitedpartner, and therefore is not obligated to fund losses or make additionalcapital contributions, it does not recognize losses from individual ProjectPartnerships to the extent that these losses would reduce the investment inthose Project Partnerships below zero. The suspended losses will be used  to offset future income from theindividual Project Partnerships.   Gatewayrecognizes a decline in the carrying value of its investment in the ProjectPartnerships when there is evidence of a non-temporary decline in therecoverable amount of the investment.There is a possibility that the estimates relating to reserves fornon-temporary declines in carrying value of the investments in ProjectPartnerships may  be subject to material near term adjustments.   Gateway, as alimited partner in the Project Partnerships, is subject to risks inherent inthe ownership of property which are beyond its control, such as fluctuations inoccupancy rates and operating expenses, variations in rental schedules, propermaintenance and continued eligibility of tax credits.   If the cost ofoperating a property exceeds the rental income earned thereon, Gateway may deemit in its best interest to voluntarily provide funds in order to protect itsinvestment.Cash and Cash Equivalents

   It is Gateway'spolicy to include short-term investments with an original maturity of threemonths 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 andprovides for depreciation using the modified accelerated cost recovery systemmethod for financial and tax reporting purposes in amounts adequate to amortizecosts over the lives of the applicable assets as follows:

          Buildings             27-1/2 years          Equipment                   7years   Expenditures for maintenance and repairs are charged toexpense as incurred. Upon disposal ofdepreciable property, the appropriate property accounts are reduced by therelated 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 theCombined Entity's apartment units, is recognized as income under the accrualmethod as the rents become due.Concentrations of Credit Risk

   Financial instruments which potentially subject Gateway toconcentrations of credit risk consist of cash investments in a money marketmutual 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 conformitywith generally accepted accounting principles requires the use of estimatesthat affect certain reported amounts and disclosures.These estimates are based on management's knowledge andexperience.Accordingly, actual resultscould differ from these estimates.Investment in Securities

   Effective April 1, 1995, Gateway adopted Statement ofFinancial Accounting Standards No. 115, Accounting for Certain Investments inDebt and Equity Securities ("FAS 115").Under FAS 115, Gateway is required to categorize its debtsecurities 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 debtsecurities (U. S. Treasury Security Strips) until maturity and to use thesereserves to fund Gateway's ongoing operations. Interest income is recognized ratably on the U.S. Treasury Strips usingthe effective yield to maturity.Offering and Commission Costs

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

   No provision for income taxes has been made in thesefinancial statements, as income taxes are a liability of the partners ratherthan of Gateway.Reclassifications

   For comparability, the 2000 figures have been reclassified,where appropriate, to conform with the financial statement presentation used in2001.Basis of Preparation

   The unaudited financial statements presented herein have beenprepared in accordance with the instructions to Form 10-Q and do not includeall of the information and note disclosures required by generally acceptedaccounting principles.These statementsshould be read in conjunction with the financial statements and notes theretoincluded with the Partnership's Form 10-K for the year ended March 31, 2001. In the opinion of management these financialstatements include adjustments, consisting only of normal recurringadjustments, necessary to fairly summarize the Partnership's financial positionand results of operations. The resultsof operations for the periods may not be indicative of the results to be expectedfor the year.NOTE 3 - INVESTMENT IN SECURITIES:

   The December 31, 2001 Balance Sheet includes Investments inSecurities equal to $1,346,543 ($463,331 and $883,212).These investments consist of U. S. TreasurySecurity Strips at their cost, plus accreted interest income of $812,539.The estimated market value at December 31,2001 of these debt securities is $1,429,378 resulting in a gross unrealizedgain of $82,835.   As of December 31, 2001, the cost and accreted interest bycontractual maturities isas follows:

     Due within 1year                                   $   463,331     After 1 year through 5years                        883,212                                                                        ----------     Total Amount Carried on Balance Sheet    $ 1,346,543                                                                      ========

NOTE 4 - RELATED PARTY TRANSACTIONS:

   The Payable to General Partners primarily represents theasset management fees owed to the General Partners  at the end of theperiod. It is unsecured, due on demandand, in accordance with the limited partnership agreement, non-interest bearing.Within the next 12 months, theManaging General Partner does not intend to demand payment on the portion ofAsset Management Fees payable classified as long-term on the Balance Sheet.The General Partners and affiliates are entitled tocompensation and reimbursement for costs and expenses as follows:                                                                     2001                2000                                                                    ---------          -------- Asset Management Fee          $ 371,173    $ 372,510 General and Administrative Expenses          36,834      27,338

NOTE 5 - RENTAL PROPERTY

   A summary of the rental property is as follows atDecember 31, 2001:

  Cost  ------

Accumulated  Depreciation  ------------

Book  Value  -----

Land  Buildings  Furniture and Appliances  Net Book Value

$      47,000    1,423,415    53,287     ----------  $1,523,702     =========

$             0    621,763    41,727    ----------  $ 663,490      ========

$   47,000    801,652    11,560      ---------  $ 860,212      =======

NOTE 6- MORTGAGE NOTE PAYABLE:

   The mortgage note payable for Sparta is thebalance due on the note dated December 1, 1998 in the amount of $843,253. The loan is at a stated interest rate of6.125% for a period of 50 years, the loan also contains a provision for aninterest subsidy which reduces the effective interest rate to 2.325%. At December 31, 2001 the development was incompliance with the terms of the subsidy agreement and is receiving the reducedrate which makes the monthly payments $1,925.75.

Expected maturities of the mortgage note payable are asfollows:                                                                                                      YearEnding                   Amount                                                                                                        -----------                   ---------                                                                                                          12/31/01                    $ 3,931                                                                                                          12/31/02                        4,022                                                                                                          12/31/03                        4,115                                                                                                          12/31/04                        4,211                                                                                                         12/31/05                       4,309                                                                                                          Thereafter                  815,052                                                                                                                                           ----------                                                                                                         Total                         $835,640                                                                                                                                           =======

   The mortgage note payable for Divernon is the balance due onthe note dated October 2, 1989 in the amount of $416,113.The loan is at a stated interest rate of8.75% for a period of 50 years, the loan also contains a provision for aninterest subsidy which reduces the effective interest rate to 2.35%. At December 31, 2001 the development was  incompliance with the terms of the subsidy agreement and is receiving the reducedrate which makes the monthly payment $883.

Expectedmaturities of the mortgage note payable are as follows:                                                                                                           YearEnding                      Amount                                                                                                             ----------                      ----------                                                                                                              12/31/01                      $; 1,317                                                                                                              12/31/02                        1,347                                                                                                              12/31/03                        1,379                                                                                                              12/31/04                        1,410                                                                                                              12/31/05                        1,443                                                                                                              Thereafter                        399,793                                                                                                                                       -----------                                                                                                              Total                       $; 406,689                                                                                                                                       =======

NOTE 7 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As of December 31, 2001, thePartnership had acquired a 99% interest in the profits, losses and tax creditsas a limited partner in 80 Project Partnerships, excluding the CombinedEntities which own and operate government assisted multi-family housingcomplexes.   Cash flows from operations are allocated according to eachPartnership agreement.Upon dissolutionproceeds will be distributed according to each Partnership agreement.   The following is a summary ofInvestments in Project Partnerships, excluding the Combined Entities atDecember 31, 2001:

DECEMBER 31,   2001  ------------

MARCH 31,  2001  ----------

Capital  Contributions to Project Partner-  ships and purchase price paid for limited  partner interests in Project Partnerships  Cumulative equity in losses of Project  Partnerships (1)  Cumulative distributions received from  Project Partnerships  Investment in Project Partnerships before  adjustment  Excess of investment cost over the  underlying assets acquired:   Acquisition fees and expenses   Accumulated amortization of acquisition   fees and expenses  Investments in Project Partnerships

  $ 17,982,007   (17,185,067)  (740,434)   ------------  56,506    2,254,715   (545,414)  ------------  $ 1,765,807   =========

  $ 17,982,007   (16,964,628)   (662,091)  ------------  355,288   2,254,715   (532,823)   ------------  $ 2,077,180    =========

(1) In accordance with the Partnership's accountingpolicy to not carry Investments in Project Partnerships below zero, cumulative suspended lossesof $12,338,684 for the period ended December 31, 2001 and cumulative suspendedlosses of $10,805,586 for the year ended March 31, 2001 are notincluded.

  Inaccordance with the Partnership's policy of presenting the financialinformation of the Project Partnerships, excludingthe Combined Entitybeginning on the date of combination, on a three month lag, below is thesummarized financialinformation for the Series' Project Partnerships as ofSeptember 30 of each year:

   2001     ----

  2000    ----

SUMMARIZED  BALANCE SHEETS  Assets:    Current assets    Investment properties, net    Other assets      Total assets  Liabilities and Partners' Equity:    Current liabilities    Long-term debt      Total liabilities  Partners' deficit:    Limited Partner    General Partners      Total Partners' equity      Total liabilities and partners' equity  SUMMARIZED STATEMENTS OF OPERATIONS  Rental and other income  Expenses:    Operating expenses    Interest expense    Depreciation and amortization      Total expenses        Net loss  Other partners' share of net loss  Partnerships' share of net loss  Suspended losses  Equity in Losses of Project Partnerships

  $10,243,733   69,745,229   200,081      ------------  $80,189,043    ========  3,811,391    90,615,892     ------------  94,427,283   ------------  (12,592,684)   (1,645,556)    ------------  (14,238,240)    ------------  $80,189,043  =========  $ 9,167,898   ------------  6,293,292    1,977,695    2,668,160     ------------  10,939,147   ------------  $(1,771,249)   =========  $   (17,713)   =========  (1,753,536)   1,533,098    ------------  $  (220,438)  =========

  $10,217,871    73,082,759    187,141     ------------  $83,487,771   =========  2,746,902    91,643,497       ------------  94,390,399      ------------  (9,399,252)   (1,503,376)       ------------  (10,902,628)       ------------  $83,487,771    =========  $ 9,260,183     ------------  5,861,999    1,958,493    2,702,747       ------------  10,523,239    ------------  $(1,263,056)    =========  $    (12,631)   =========  (1,250,425)   1,090,480    ------------  $  (159,945)   =========  
Item 7.  Management's Discussion andAnalysis of Financial Condition and Results of Operations:

Results of Operations

  As disclosed on the Statements of Operations, interest incomeand total expenses were comparable for the nine and three months ended December31, 2001 and 2000.   Equity in Losses of Project Partnerships for the nine monthsended December 31, 2001 increased from $159,945 for the nine months endedDecember 31, 2000 to $220,438 as a result of an increase in operating expensesat the Project Partnership level. In general, it is common in the real estateindustry to experience losses for financial and tax reporting purposes becauseof the non-cash expenses of depreciation and amortization.As a result, management expects Gateway willcontinue to report its equity in Project Partnerships as a loss for tax andfinancial reporting purposes.   In total, the Partnership had a net loss of $603,147 for thenine months ended December 31, 2001.However, after adjusting for amortization, accreted interest income, thechanges in operating assets and liabilities, and the equity in losses ofProject Partnerships, net cash used in operating activities was $329,033.The net cash provided by investingactivities was $141,007 consisting of $78,342 in cash distributions receivedfrom Project Partnerships and $65,994 from matured Zero Coupons, and $3,329 ofequipment purchases.Liquidity and Capital Resources

   Gateway's capital resources are used to pay General andAdministrative operating costs including personnel, supplies, data processing,travel, and legal and accounting associated with the administration andmonitoring of Gateway and the Project Partnerships.The capital resources are also used to pay the Asset ManagementFee due the Managing General Partner, but only to the extent that Gateway'sremaining resources are sufficient to fund Gateway's ongoing needs.(Payment of any Asset Management Fee due butunpaid at the time Gateway sells its interests in the Project Partnerships issubordinated to the investors return of their original capital contribution.)   The sources of funds to pay the operating costs are shortterm investments and interest earned thereon, the maturity of U.S. TreasurySecurity Strips ("Zero Coupon Treasuries") which were purchased withfunds set aside for this purpose, and cash distributed to Gateway from theoperations of the Project Partnerships.At December 31, 2001, Gateway had $762,080 of short term investments(Cash and Cash Equivalents).It alsohad $1,346,543 in Zero Coupon Treasuries with maturities providing $463,000 infiscal year 2002 increasing to $514,000 in fiscal year 2004.Management believes these sources of fundsare sufficient to meet Gateway's current and ongoing operating costs for theforeseeable future, and to pay part of the Asset Management Fee.
 
SIGNATURES

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

                     GATEWAYTAX CREDIT FUND, LTD.           (AFlorida Limited Partnership)                             By: RaymondJames Tax Credit Funds, Inc.

Date: February 15, 2002          By:/s/Ronald M. Diner                                                                       RonaldM. Diner                                                                       President

Date: February 15, 2002           By:/s/Sandra L. Furey                                                                        SandraL. Furey                                                                        Secretaryand Treasurer