~~FORM 10-K~~ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ~~ANNUAL~~FORM ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, ~~2005~~ 2006 or [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 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 (IRS Employer incorporation or organization) Identification No.) 880 Carillon Parkway, St. Petersburg, Florida 33716 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code (727) 567-4830 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class
Units of Limited Partnership Interest

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 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X Number of Record Holders Title of Class as of March 31, ~~2005~~2006 Limited Partnership Interest 2,~~043~~274 General Partner Interest 2

~~DOCUMENTS~~Indicate ~~INCORPORATED~~by BYcheck ~~REFERENCE Part~~mark ~~III~~if ~~and~~the IVregistrant is a well-known ~~Registration~~seasoned ~~Form~~issuer, ~~S-11~~as ~~and~~defined ~~all~~in ~~Amendments~~Rule ~~and~~405 ~~Supplements~~of ~~thereto~~the Securities Act. ~~File~~ YES NO X Indicate ~~No.~~by ~~33-18142~~check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO X

~~PART~~Indicate ~~I Item~~by ~~1. Business Gateway~~check ~~Tax~~mark ~~Credit~~whether ~~Fund,~~the ~~Ltd.~~Registrant (~~"Gateway"~~1) ishas afiled ~~Florida~~all ~~limited~~reports ~~partnership. The~~required ~~general~~to ~~partners~~be ~~are~~filed ~~Raymond~~by ~~James~~Section ~~Tax~~13 ~~Credit~~or ~~Funds,~~15(d) ~~Inc.,~~of the ~~Managing~~Securities ~~General~~Exchange ~~Partner,~~Act ~~and Raymond James Partners, Inc. both~~ of ~~which~~1934 ~~are~~during ~~sponsors of Gateway Tax Credit Fund, Ltd. and wholly-owned subsidiaries of Raymond James Financial, Inc. Gateway was formed October 27, 1987 and commenced operations as of June 30, 1988 with~~ the ~~first~~preceding ~~admission~~12 ofmonths ~~Limited Partners. Gateway is engaged in only one industry segment, to acquire limited partnership interests in unaffiliated limited partnerships~~ (~~"Project Partnerships"), each of which owns and operates one~~ or ~~more apartment complexes eligible~~ for ~~Low-Income~~such ~~Housing~~shorter ~~Tax~~period ~~Credits~~that ~~under Section 42 of~~ the ~~Internal~~Registrant ~~Revenue~~was ~~Code~~required ~~("Tax Credits"), received over a ten year period. Subject~~ to ~~certain~~file ~~limitations,~~such ~~Tax Credits may be used by Gateway's investors to reduce their income tax liability generated from other income sources. Gateway will terminate on December 31~~reports), 2040 or sooner, in accordance with the terms of its Limited Partnership Agreement. Gateway closed its initial offering of Limited Partnership Interests on March 1, 1990 after receiving capital contributions of $1,000 from the General Partners and ~~$25,566,000~~(2) ~~from~~has ~~Limited~~been ~~Partners. Operating~~subject ~~profits and losses, cash distributions from operations and Tax Credits are allocated 99%~~ to ~~the~~such ~~Limited~~filing ~~Partners~~requirements ~~and~~for ~~1% to~~ the ~~General~~past ~~Partners. Profit~~90 ~~or loss and cash distributions from sales of interests in Project Partnerships will be allocated as described in the Limited Partnership Agreement~~days. YES X NO ~~Gateway~~ Indicate ~~has invested in 80 Project Partnerships, acquiring a 99% interest in these properties~~ by ~~becoming~~check ~~the~~mark ~~sole~~if ~~limited~~disclosure ~~partner in the Project Partnerships that own the properties. In October, 1996 Value Partners, Inc., an affiliate~~ of ~~Raymond~~delinquent ~~James~~filers ~~Tax~~pursuant ~~Credit~~to ~~Funds,~~Item ~~Inc.,~~405 ~~became the sole general partner~~ of ~~one~~Regulation ofS-K ~~the Project Partnerships, Village Apartments of Sparta, Limited Partnership~~ (~~"Sparta")~~Sec. In229.405 ~~October, 1997, Value Partners became the sole general partner~~ of ~~Village~~this ~~Apartments of Divernon ("Divernon"~~chapter) ~~See~~is ~~Management's~~not ~~Discussion~~contained ~~and~~herein, ~~Analysis of Financial Condition~~ and ~~Results~~will ofnot ~~Operations~~be ~~for additional details. The primary sources of funds for the year ended March 31~~contained, ~~2005~~to ~~were from~~ the ~~maturity~~best of ~~Treasury~~registrant's ~~Notes for $142~~knowledge,~~000,~~ ~~interest~~in ~~income~~definitive ofproxy ~~$8,525~~or ~~earned~~information onstatements ~~cash~~incorporated ~~and~~by ~~cash~~reference ~~equivalents, and $118,839~~ in ~~distributions~~Part ~~received~~III ~~from Project Partnerships. As~~ of ~~March~~this ~~31,~~Form 2005 Gateway had $720,946 of Cash and Cash Equivalents. All Project Partnerships are government subsidized. Most have mortgage loans from the Farmers Home Administration (now called USDA Rural Development) ("USDA RD") under Section 515 of the Housing Act of 1949. These mortgage loans are made at low interest rates for multi10-~~family~~K ~~housing~~or inany ~~rural~~amendment ~~and suburban areas, with the requirement that the interest savings be passed on~~ to ~~low~~this ~~income~~Form ~~tenants in the form of lower rents~~10-K. ~~A significant portion of the Project Partnerships also receive rental assistance from USDA RD to subsidize certain qualifying tenants.~~ X ~~The~~Indicate ~~General~~by ~~Partners~~check domark ~~not~~whether ~~believe~~ the ~~Project~~registrant ~~Partnerships~~is ~~are~~a ~~subject~~large toaccelerated ~~the~~filer, ~~risks~~an ~~generally~~accelerated ~~associated~~filer, ~~with~~or ~~conventionally~~a ~~financed~~ non-~~subsidized~~accelerated ~~apartment properties~~filer. ~~Risks~~See ~~related~~definition toof ~~the~~"accelerated ~~operations~~filer ofand ~~Gateway~~large ~~are~~accelerated ~~described~~filer" in ~~detail~~Rule on12b-2 ~~pages 21 through 33~~ of the ~~Prospectus,~~Exchange asAct. ~~supplemented,~~(Check ~~under the caption "Risk Factors" which is incorporated herein by reference.~~one): ~~The~~Large ~~investment~~accelerated ~~objectives~~filer Accelerated offiler Non-accelerated ~~Gateway are to:~~filer X ~~1) Provide~~ Indicate ~~tax~~by ~~benefits~~check tomark ~~Limited~~whether ~~Partners in~~ the ~~form~~registrant ofis ~~Tax~~a ~~Credits~~shell ~~during the~~company ~~period~~(as defined in ~~which~~Rule ~~each Project is eligible to claim tax credits;~~ 12b-2~~) Preserve~~ ~~and protect the capital contributions~~ of ~~Investors; 3) Participate in any capital appreciation in~~ the ~~value of the Projects; and 4~~Act) Provide passive losses to individual investors to offset passive income from other passive activities, and provide passive losses to corporate investors to offset business income. Yes X No ~~The~~State ~~investment~~the ~~objectives~~aggregate ~~and~~market ~~policies~~value of ~~Gateway are described in detail on pages 33 through 38 of~~ the ~~Prospectus,~~voting asand ~~supplemented,~~non-voting ~~under~~common ~~the~~equity ~~caption~~held ~~"Investment~~by ~~Objectives~~non-affiliates ~~and~~computed ~~Policies" which is incorporated herein~~ by reference~~. Gateway's~~ ~~goal was~~ to ~~invest in a diversified portfolio of Project Partnerships located in rural and suburban locations with a high demand for low-income housing. As of March 31, 2005~~ the ~~capital~~price ~~contributions~~at ~~raised from Limited Partner investors were successfully invested in Project Partnerships~~ which ~~met~~ the ~~investment~~common ~~criteria. Management~~equity ~~anticipates~~was ~~that~~last ~~competition for tenants will only be with other low income housing projects~~sold, and not with conventionally financed housing. With significant number of rural American households living below the poverty level in substandard housing, management believes there will be a continuing demand for affordable low income housing for the foreseeable future. Exit Strategy The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or ~~rehabilitation completion. With that in mind,~~ the ~~Partnership~~average isbid ~~continuing~~and toasked ~~review~~price ~~the Partnership's holdings, with special emphasis on the properties that are at or very near the satisfaction~~ of ~~the IRS compliance period requirements. The Partnership's review considers many factors including extended use low-income housing regulation requirements on the property (~~such ascommon ~~those due to mortgage restrictions or state compliance agreements)~~equity, ~~the~~as ~~condition~~ of the ~~property,~~last ~~and~~business ~~the~~day ~~tax~~of ~~consequences to~~ the ~~investors~~registrants ~~from~~most ~~the~~recently ~~sale~~completed ofsecond ~~the~~fiscal ~~property~~quarter. ~~Upon~~ There ~~identifying~~is ~~those~~no ~~properties~~market ~~with the highest potential~~ for ~~a successful sale, refinancing or syndication,~~ the ~~Partnership~~Registrants ~~expects~~Limited ~~to proceed with efforts to liquidate those properties. The~~ Partnership's ~~objective is to maximize the investor's return wherever possible and ultimately, to wind down those funds that no longer provide tax benefits to investors~~interests. As of March 31, 2005, two project partnerships, Clayfed Apartments and Westside Apartments have been sold. Gateway has no direct employees. The General Partners have full and exclusive discretion in management and control of Gateway.

~~Item~~DOCUMENTS ~~2. Properties Gateway~~INCORPORATED ~~owns~~BY interest in properties through 99% limited partnership interests in 80 Project Partnerships. There are no investments in individual Project Partnerships which are material to Gateway taken as a whole with the largest single net investment comprising 19.45% of Gateway's total assets. The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon, as of December 31, 2004:REFERENCE

Part III and IV - Registration Form S-11 and
all Amendments and Supplements thereto.
File No. 33-18142

LOCATION OF # OF DATE PROPERTY PARTNERSHIP PROPERTY UNITS ACQUIRED COST OCCUP. ----------- ---------- ----- -------- -------- ------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Casa Linda Rivermeade Laurel Woods Keysville Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	Medway, OH Union, OH Bernalillo, NM Truth/Consequences, NM Fortville, IN Summitville, IN Yanceyville, NC Millsboro, DE Perryville, MD Georgetown, DE Federalsburg, MD Laurel, DE Easton, MD Madison, OH Thomaston, GA Cairo, GA Sylacauga, AL Monroe, GA Silver City, NM Yorktown, VA Ashland, VA Keysville, VA Kalamazoo, MI Demopolis, AL McDonough, GA Fernandina Beach, FL Limestone, ME Beaufort, NC Rigby, ID Albany, KY Burkesville, KY Scotts Hill, TN Gallup, NM Cascade, ID Middleport, NY Columbus, NE Morgantown, IN Ashburn, GA Cuthbert, GA Melrose, FL Crescent City, FL Hastings, FL Norfolk, NE Springfield, TN Springfield, TN Mabank, TX Buena Vista, GA Elizabethtown, NC Quitman, GA Cherokee, AL Milton, FL Winder, GA Killen, AL Madison, NC Greeneville, TN Centralia, IL Poteau, OK Barling, AR Booneville, AR Augusta, KS Farmville, VA Kenly, NC Athens, TX Waggaman, LA Middlefield, OH Floresvile, TX Mathis, TX Sabinal, TX Kingsland, TX Crestline, OH Poteau, OK Decatur, AR Broken Bow, OK Grove, OK Grangeville, ID Hartwell, GA Pulaski, VA Jacksonville, TX	48 30 54 42 24 24 40 32 32 32 32 32 16 40 50 36 45 48 41 80 40 24 201 40 46 46 25 40 40 24 24 12 44 16 25 24 24 41 32 16 36 24 72 48 48 42 25 32 18 24 43 48 40 40 40 24 32 48 50 66 40 48 44 43 36 40 36 24 34 36 19 24 46 42 32 24 44 40	6/88 6/88 8/88 9/88 11/88 11/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 3/89 3/89 3/89 3/89 4/89 5/89 6/89 6/89 6/89 6/89 6/89 7/89 7/89 7/89 7/89 8/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 10/89 11/89 11/89 11/89 12/89 12/89 12/89 12/89 12/89 12/89 12/89 12/89 12/89 2/90 2/90 2/90 3/90 3/90 3/90 3/90 3/90 3/90 4/90 4/90 4/90 4/90 4/90 4/90 7/90 7/90	$ 1,861,785 1,194,871 2,098,918 1,844,455 810,389 879,994 2,151,340 1,320,579 1,426,341 1,414,121 1,482,301 1,401,430 744,916 1,478,675 1,812,786 1,192,946 1,621,553 1,788,673 1,773,691 3,046,646 1,549,636 914,521 6,318,535 1,482,309 1,791,399 1,687,664 1,420,783 1,963,249 1,849,666 935,747 913,773 505,653 2,000,895 633,120 1,167,852 1,028,744 959,783 1,300,760 1,028,295 573,562 1,238,885 863,203 3,228,803 1,839,403 1,557,550 1,407,095 814,227 1,497,433 607,608 1,009,828 1,341,729 1,762,725 1,420,816 1,874,064 1,571,243 976,228 716,016 1,152,864 1,682,587 2,381,719 1,588,193 1,711,475 1,379,208 1,580,305 1,350,227 1,312,062 1,084,390 780,115 1,161,498 1,373,883 583,005 969,816 1,957,868 1,558,446 1,486,389 821,329 1,856,314 1,245,506	98% 93% 96% 83% 83% 88% 100% 100% 100% 97% 100% 94% 94% 100% 94% 97% 100% 88% 98% 100% 95% 96% 98% 98% 100% 100% 76% 100% 100% 50% 58% 75% 91% 100% 96% 96% 96% 95% 97% 94% 94% 92% 94% 100% 94% 100% 100% 100% 100% 83% 98% 98% 95% 100% 95% 92% 72% 92% 86% 83% 83% 92% 100% 100% 100% 98% 97% 88% 100% 86% 100% 83% 96% 86% 100% 100% 100% 88%
		-----3,014 =====		---------- $ 114,116,411 ===========

                                        PART I
Item 1.  Business

   Gateway Tax Credit Fund, Ltd. ("Gateway") is a Florida limited partnership. The general partners are Raymond James Tax Credit Funds, Inc., the Managing General Partner, and Raymond James Partners, Inc. both of which are sponsors of Gateway Tax Credit Fund, Ltd. and wholly-owned subsidiaries of Raymond James Financial, Inc. Gateway was formed October 27, 1987 and commenced operations as of June 30, 1988 with the first admission of Limited Partners.

   Gateway is engaged in only one industry segment, to acquire limited partnership interests in unaffiliated limited partnerships ("Project Partnerships"), each of which owns and operates one or more apartment complexes eligible for Low-Income Housing Tax Credits under Section 42 of the Internal Revenue Code ("Tax Credits"), received over a ten year period. Subject to certain limitations, Tax Credits may be used by Gateway's investors to reduce their income tax liability generated from other income sources. Gateway will terminate on December 31, 2040 or sooner, in accordance with the terms of its Limited Partnership Agreement. Gateway closed its initial offering of Limited Partnership Interests on March 1, 1990 after receiving capital contributions of $1,000 from the General Partners and $25,566,000 from Limited Partners.

   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 interests in Project Partnerships will be allocated as described in the Limited Partnership Agreement.

   Gateway holds investments in 78 Project Partnerships as of March 31, 2006, acquiring a 99% interest in these properties by becoming the sole limited partner in the Project Partnerships that own the properties. In October 1996 Value Partners, Inc., an affiliate of Raymond James Tax Credit Funds, Inc., became the sole general partner of one of the Project Partnerships, Village Apartments of Sparta, Limited Partnership ("Sparta"). In October 1997, Value Partners became the sole general partner of Village Apartments of Divernon ("Divernon"). See Management's Discussion and Analysis of Financial Condition and Results of Operations for additional details.

   The primary sources of funds for the year ended March 31, 2006 were interest income of $27,927 earned on cash and cash equivalents and $116,895 in distributions received from Project Partnerships. As of March 31, 2006 Gateway had $758,509 of Cash and Cash Equivalents.

   All Project Partnerships are government subsidized. Most have mortgage loans from the Farmers Home Administration (now called USDA Rural Development) ("USDA RD") under Section 515 of the Housing Act of 1949. These mortgage loans are made at low interest rates for multi-family housing in rural and suburban areas, with the requirement that the interest savings be passed on to low income tenants in the form of lower rents. A significant portion of the Project Partnerships also receive rental assistance from USDA RD to subsidize certain qualifying tenants.

   The General Partners do not believe the Project Partnerships are subject to the risks generally associated with conventionally financed non-subsidized apartment properties. Risks related to the operations of Gateway are described in detail on pages 21 through 33 of the Prospectus, as supplemented, under the caption "Risk Factors" which is incorporated herein by reference.

   The investment objectives of Gateway are to:

   1)  Provide tax benefits to Limited Partners in the form of Tax Credits during        the period in which each Project is eligible to claim tax credits;
   2)  Provide passive losses to individual investors to offset passive        income from other passive activities, and provide passive losses
       to corporate investors to offset business income;
   3)  Preserve and protect the capital contributions of Investors; and
   4)  Participate in any capital appreciation in the value of the Projects.

   The investment objectives and policies of Gateway are described in detail on pages 33 through 38 of the Prospectus, as supplemented, under the caption "Investment Objectives and Policies" which is incorporated herein by reference.

   Gateway's goal was to invest in a diversified portfolio of Project Partnerships located in rural and suburban locations with a high demand for low-income housing. As of March 31, 2006 the capital contributions raised from Limited Partner investors were successfully invested in Project Partnerships which met the investment criteria. Management anticipates that competition for tenants will only be with other low income housing projects, and not with conventionally financed housing. With significant number of rural American households living below the poverty level in substandard housing, management believes there will be a continuing demand for affordable low income housing for the foreseeable future.

Exit Strategy

   The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion.

   Nearly all of the Project Partnerships have reached the end of their tax-credit compliance period. To-date, four of the Project Partnerships holding five of the properties have been sold and, in accordance with the Gateway partnership agreement, the entire net proceeds received from these sales have been disbursed to the Limited Partners of Gateway. One of the Project Partnerships, Village Apartments of Divernon, is classified as held-for-sale on Gateway's March 31, 2006 consolidated balance sheet and was sold subsequent to March 31, 2006.

   Gateway is presently evaluating the potential disposition of each of the Project Partnerships which have reached the end of their tax-credit compliance period and as opportunities arise, will endeavor to sell Gateway's interest in those Project Partnerships. The Partnership's objective is to maximize the investor's return wherever possible and ultimately, to liquidate the Project Partnerships that no longer provide tax benefits to investors.

   Gateway has no direct employees. The General Partners have full and exclusive discretion in management and control of Gateway.

Item 1A.  Risk Factors

   Gateway, as a limited partner in the Project Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance and continued eligibility of tax credits. If the cost of operating a property exceeds the rental income earned thereon, Gateway may deem it in its best interest to voluntarily provide funds in order to protect its investment.

Item 1B.  Unresolved Staff Comments.

   None.

~~The~~Item ~~average~~2. Properties Gateway ~~effective~~owns ~~rental~~interest ~~per~~in ~~unit~~properties isthrough ~~$4,027~~99% ~~per~~limited ~~year~~partnership ~~($336~~interests ~~per~~in ~~month)~~78 Project Partnerships as of March 31, 2006. The ~~average~~largest ~~effective~~individual ~~occupancy~~Project ~~rate~~Partnership atnet ~~December~~investment as of March 31, ~~2004~~2006 ~~was~~comprises 9415.292% A of Gateway's total assets. The following table provides certain summary ofinformation regarding the ~~cost~~Projects ofin ~~the~~which ~~properties~~Gateway had an interest, excluding Sparta and Divernon, (which is classified as held-for-sale on Gateway's consolidated balance sheet as of ~~December~~March 31, ~~2004~~2006), ~~2003~~as ~~and~~of ~~2002~~December is31, ~~as follows~~2005:

	12/31/04 --------	12/31/03 --------	12/31/02 --------
LOCATION OF # OF DATE PROPERTY PARTNERSHIP PROPERTY UNITS ACQUIRED COST OCCUP. ---------- ----------- ----- ------- ------- ------
Land Land Improvements Buildings Furniture and Fixtures Properties, at Cost Less: Accum. Depreciation Properties, Net	$ 5,061,085 1,569,073 102,827,091 4,659,162 ------------ 114,116,411 54,943,648 ------------ $ 59,172,763 ============	$ 4,908,530 1,567,738 102,260,340 5,056,328 ------------ 113,792,936 51,556,360 ------------ $ 62,236,576 ============	$ 5,128,526 1,623,847 104,364,570 4,446,351 ------------ 115,563,294 49,390,571 ------------ $ 66,172,723 ============
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Casa Linda Laurel Woods Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	Medway, OH Union, OH Bernalillo, NM Truth/Consequences, NM Fortville, IN Summitville, IN Yanceyville, NC Millsboro, DE Perryville, MD Georgetown, DE Federalsburg, MD Laurel, DE Easton, MD Madison, OH Thomaston, GA Cairo, GA Sylacauga, AL Monroe, GA Silver City, NM Ashland, VA Kalamazoo, MI Demopolis, AL McDonough, GA Fernandina Beach, FL Limestone, ME Beaufort, NC Rigby, ID Albany, KY Burkesville, KY Scotts Hill, TN Gallup, NM Cascade, ID Middleport, NY Columbus, NE Morgantown, IN Ashburn, GA Cuthbert, GA Melrose, FL Crescent City, FL Hastings, FL Norfolk, NE Springfield, TN Springfield, TN Mabank, TX Buena Vista, GA Elizabethtown, NC Quitman, GA Cherokee, AL Milton, FL Winder, GA Killen, AL Madison, NC Greeneville, TN Centralia, IL Poteau, OK Barling, AR Booneville, AR Augusta, KS Farmville, VA Kenly, NC Athens, TX Waggaman, LA Middlefield, OH Floresvile, TX Mathis, TX Sabinal, TX Kingsland, TX Crestline, OH Poteau, OK Decatur, AR Broken Bow, OK Grove, OK Grangeville, ID Hartwell, GA Pulaski, VA Jacksonville, TX	48 30 54 42 24 24 40 32 32 32 32 32 16 39 50 36 42 48 41 40 201 40 46 46 25 40 40 24 24 12 44 16 25 24 24 40 32 16 36 24 72 48 48 42 24 32 18 24 43 48 40 40 40 24 32 48 48 66 40 48 44 43 36 40 36 24 34 36 19 24 46 42 32 24 44 40	6/88 6/88 8/88 9/88 11/88 11/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 12/88 3/89 3/89 4/89 5/89 6/89 6/89 6/89 6/89 6/89 7/89 7/89 7/89 7/89 8/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 9/89 10/89 11/89 11/89 11/89 12/89 12/89 12/89 12/89 12/89 12/89 12/89 12/89 12/89 2/90 2/90 2/90 3/90 3/90 3/90 3/90 3/90 3/90 4/90 4/90 4/90 4/90 4/90 4/90 7/90 7/90	$ 1,861,785 1,194,871 2,139,299 1,920,016 810,389 879,994 2,177,840 1,323,452 1,428,882 1,423,093 1,488,927 1,403,796 747,509 1,478,675 1,812,786 1,192,946 1,630,043 1,788,673 1,802,564 1,549,636 6,318,535 1,501,865 1,852,933 1,824,879 1,420,783 1,963,249 1,850,091 935,747 913,773 505,653 2,024,713 634,996 1,167,852 1,039,281 959,783 1,300,760 1,028,295 573,562 1,238,885 863,203 3,260,824 1,838,020 1,557,550 1,419,333 814,227 1,497,433 607,608 1,009,828 1,394,746 1,762,725 1,420,816 1,874,064 1,576,060 976,228 716,016 1,152,864 1,682,587 2,381,719 1,588,193 1,721,200 1,385,579 1,580,305 1,350,227 1,312,062 1,084,390 780,115 1,161,513 1,387,334 583,005 969,816 1,957,868 1,558,446 1,494,739 821,329 1,856,679 1,261,802	88% 87% 100% 95% 96% 75% 98% 100% 100% 94% 88% 81% 88% 100% 100% 100% 86% 92% 100% 100% 96% 100% 100% 100% 100% 100% 98% 50% 50% 100% 98% 88% 96% 92% 96% 98% 97% 94% 97% 92% 97% 100% 100% 95% 92% 100% 100% 100% 98% 100% 85% 98% 100% 88% 88% 92% 88% 95% 90% 100% 98% 91% 97% 100% 92% 96% 100% 78% 100% 92% 98% 100% 97% 96% 100% 98%
		-----2,902 =====		---------- $ 110,771,264 ===========

~~Item~~The ~~3. Legal~~average ~~Proceedings Gateway~~effective isrental ~~not~~per aunit ~~party~~is to$4,170 ~~any~~per ~~material~~year ~~pending~~($347 ~~legal~~per ~~proceedings~~month). ~~Item~~The ~~4. Submission~~average ofeffective ~~Matters~~occupancy torate aat ~~Vote~~December ~~of Security Holders As of March~~ 31, 2005, nowas ~~matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise~~94.9% ~~PART~~A ~~II Item~~summary ~~5. Market~~of ~~for~~ the ~~Registrant's~~book ~~Securities~~value and Related Security Holder Matters (a) Gateway's Limited Partnership interests are not publicly traded. There is no market for the Registrant's Limited Partnership interests and it is unlikely that any will develop. No transfers of ~~Limited Partnership Units are permitted without~~ the ~~prior written~~fixed ~~consent~~assets of the ~~Managing General Partner. There have been several transfers over the last two years~~properties, ~~with~~excluding ~~most~~Sparta being from individuals to their trusts or heirs. The Managing General Partner is not aware of the price at which the units are transferred. The conditions under which investors may transfer units is found under ARTICLE XII - "Transfer of a Limited Partnership Interest" on pages A-24 and ~~A-25 of the Limited Partnership Agreement within the Prospectus~~Divernon, which is incorporated herein by reference. (b) Approximate Number of Equity Security Holders: Number of Record Holders Title of Class as of ~~March~~December 31, 2005 ~~Limited Partnership Interest 2~~,~~043 General~~ ~~Partner~~2004 ~~Interest 2 Item~~and ~~6. Selected~~2003 ~~Financial~~is ~~Data~~as follows:

	2005 ----	2004 ----	2003 ----	2002 ----	2001 ----
	12/31/05 --------	12/31/04 --------	12/31/03 --------
Total Revenues	$ 216,372	$ 201,958	$ 213,033	$ 126,985	$ 121,659
Land Land Improvements Buildings Furniture and Fixtures Properties, at Cost Less: Accum. Depreciation Properties, Net	$ 4,799,885 1,566,732 99,681,232 4,723,415 ------------- 110,771,264 56,049,471 ------------- $ 54,721,793 =============	$ 5,061,085 1,569,073 102,827,091 4,659,162 ------------- 114,116,411 54,943,648 ------------- $ 59,172,763 =============	$ 4,908,530 1,567,738 102,260,340 5,056,328 ------------- 113,792,936 51,556,360 ------------- $ 62,236,576 =============
Net Loss	(1,018,200)	(55,577)	(771,799)	(577,139)	(787,797)
Equity in Income (Losses) of Project Partnerships	(371,209)	541,590	(253,927)	(202,920)	(366,069)
Total Assets	2,381,717	3,360,108	4,334,857	4,946,571	5,375,816
Investments In Project Partnerships	938,137	1,355,760	1,531,068	1,832,496	2,077,180
Per Limited Partnership Unit: (A) Tax Credits Portfolio Income Passive Loss	.00 13.65 (160.84)	2.01 10.59 (139.25)	2.49 10.80 (146.37)	4.94 21.61 (141.03)	38.70 18.60 (149.30)
Net Loss	(39.43)	(3.08)	(29.89)	(22.35)	(30.51)

Item 3.  Legal Proceedings

   Gateway is not a party to any material pending legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders

   As of March 31, 2006, no matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise.

                                PART II

Item 5.  Market for the Registrant's Securities and Related Security Holder          Matters

   (a) Gateway's Limited Partnership interests are not publicly traded.            There is no market for the Registrant's Limited Partnership            interests and it is unlikely that any will develop. No transfers            of Limited Partnership Units are permitted without the prior            written consent of the Managing General Partner. There have been            several transfers over the last two years, with most being from            individuals to their trusts or heirs. The Managing General            Partner is not aware of the price at which the units are            transferred. The conditions under which investors may transfer            units is found under ARTICLE XII - "Transfer of a Limited            Partnership Interest" on pages A-24 and A-25 of the Limited            Partnership Agreement within the Prospectus, which is            incorporated herein by reference.
   (b) Approximate Number of Equity Security Holders:

                                       Number of Record Holders
   Title of Class                      as of March 31, 2006

Limited Partnership Interest                    2,274
General Partner Interest                            2

Item 6.  Selected Financial Data

	2006 ----	2005 ----	2004 ----	2003 ----	2002 ----
Total Revenues	$ 227,383	$ 216,372	$ 201,958	$ 213,033	$ 126,985
Net Loss	(378,769)	(1,018,200)	(55,577)	(771,799)	(577,139)
Equity in Income (Losses) of Project Partnerships	(107,224)	(371,209)	541,590	(253,927)	(202,920)
Total Assets	2,054,699	2,381,717	3,360,108	4,334,857	4,946,571
Investments In Project Partnerships	620,184	938,137	1,355,760	1,531,068	1,832,496
Per Limited Partnership Unit: (A) Tax Credits Portfolio Income Passive Loss	.00 10.46 (135.51)	.00 13.65 (160.84)	2.01 10.59 (139.25)	2.49 10.80 (146.37)	4.94 21.61 (141.03)
Net Loss	(24.07)	(39.43)	(3.08)	(29.89)	(22.35)

(A) The Tax information is as of December 31, the year end of the Partnership for tax purposes.

The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this report. This statement is not covered by the auditor's opinion included elsewhere in this report.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ~~Results~~ This ofitem ~~Operations~~should -be read in conjunction with the financial statements and other items contained elsewhere in this report. AsThe ~~disclosed~~Managing onGeneral Partner monitors developments in the ~~Statements~~area of ~~Operations~~legal and regulatory compliance. For example, ~~revenues~~the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas. In light of these changes, Gateway expects that it will incur higher expenses ~~were~~related ~~comparable~~to compliance. Results of Operations - Interest income increased from $11,740 for the ~~years~~year ended March 31, 2005 to $28,176 ~~2004~~for ~~and~~the ~~2003,~~year ~~except~~ended asMarch ~~described~~31, ~~below. There~~2006 ~~were~~due noto ~~property~~an ~~sales~~increase orin ~~Partnership~~interest ~~liquidations~~rates ~~during~~throughout fiscal 2006. However, interest income was lower for the year ~~2005.~~ended ~~During~~March ~~fiscal~~31, 2006 when compared with the year ~~2004~~ended March 31, ~~two~~2004 due to the maturity of Treasury Notes in the ~~Project~~previous ~~Partnerships~~years. Both General and Administrative - General Partner and General and Administrative - Other increased for the year ended March 31, ~~Clayfed~~2006 ~~Apartments~~when compared to the year ended March 31, ~~Ltd.~~2005 due to higher administrative costs and ~~Westside~~certain ~~Apartments,~~real ~~Ltd~~estate valuation service expenses incurred by Gateway in fiscal year 2006 for properties being evaluated for possible disposition. Amortization expense also increased for the year ended March 31, ~~sold~~2006 ~~their~~due ~~property~~to a change in ~~July~~the ~~2003~~useful life of the acquisition fees and ~~subsequently~~expense. Amortization ~~liquidated~~expense for the year ended March 31, 2005 increased from $13,643 to $181,818 for the year ended March 31, 2006. The ~~sale~~useful life of the ~~properties~~acquisition ~~resulted~~fees inand aexpense ~~gain~~was ~~allocated~~changed from 35 years to ~~Gateway~~15 years to better reflect the economic life of $1those investments. Two of the Project Partnerships,~~792~~ Keysville,~~746~~ L.P. and Rivermeade Associates sold their properties during fiscal year 2006. Gateway received sale proceeds totaling $~~674~~604,~~675,~~258 of which ~~$672,175~~were ~~was~~ distributed in December 2005 to the Limited Partners, less $4,000 in legal expenses, at $2623.2947 per limited partnership unit. ~~Gateway~~The ~~had~~remaining ~~previously~~$224 ~~suspended~~of ~~losses~~this ~~reported~~distribution byis ~~these~~shown ~~Project~~as ~~Partnerships~~a inDistribution ~~conformity~~Payable ~~with~~on ~~its~~the ~~policy~~Balance toSheet. As ~~not~~disclosed ~~record~~on ~~losses~~the ~~which~~Statement ~~reduce~~of ~~the~~Operations, ~~investment~~Gateway ~~below~~reported ~~zero~~a $598,499 gain on these sales transactions. AsOne aProject ~~result~~Partnership, Village Apartments of ~~the~~Divernon, ~~net~~is ~~increase~~classified inas held-for-sale on the ~~investment~~consolidated ~~from~~balance ~~the~~sheet ~~sale~~as ~~transactions~~of March 31, ~~Gateway~~2006 and was ~~able~~sold subsequent to ~~recognize~~the ~~$916,962~~balance insheet ~~previously~~date. There ~~suspended~~were ~~losses~~no property sales or Partnership liquidations during fiscal year 2005. ~~Gateway's~~ ~~ending~~During ~~investment~~fiscal inyear ~~these~~2004, two of the Project Partnerships, ~~after~~Clayfed ~~adjusting~~Apartments, ~~for~~Ltd. ~~the~~and ~~gain~~Westside onApartments, ~~sale~~Ltd., ~~cash~~sold ~~proceeds~~their ~~received~~property in July 2003 and ~~suspended~~subsequently ~~losses~~liquidated. The sale of these properties resulted in a gain allocated to Gateway of $769,311. Gateway ~~was~~received sale proceeds totaling $~~106~~674,~~473~~675, of which is$672,175 ~~reported~~was asdistributed ato ~~loss~~the onLimited ~~disposition~~Partners inat ~~the~~$26.29 ~~Combined~~per ~~Statements~~limited ofpartnership ~~Operations~~unit. For the year ended March 31, ~~2005~~2006 the Project Partnerships reported a loss of $~~371~~107,~~209~~224, while a loss of $~~227~~371,~~721~~209 was reported for the year ended March 31, ~~2004~~2005. The ~~increase~~decrease in the reported loss was due to an increase in rental ~~expenses~~revenue at the Project Partnership level;. It ~~however it~~ is customary in the low-income housing tax credit 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 reported a loss of $1378,~~018,200~~769 from operations for the year ended March 31, ~~2005~~2006. However, after adjusting for amortization, ~~accreted interest income,~~ the changes in operating assets and liabilities, and the equity in losses of Project Partnerships, net cash used in operating activities was $~~539~~63,~~978~~698. The net cash provided by investing activities was $~~174~~712,~~830~~229 consisting primarily of $~~118~~116,~~839~~895 in cash distributions received from Project Partnerships and $59604,~~140~~258 from ~~matured~~the ~~Zero~~sale ~~Coupons~~of the two Project Partnerships. The cash used in financing activities was $610,968 consisting primarily of distributions of $600,258 paid to the Limited Partners relating to the sale of Keysville, LP and Rivermeade Associates. On October 1, 1997 Value Partners, Inc. became the sole general partner of Village Apartments of Divernon Limited Partnership ("Divernon"), replacing the former general partners. Value Partners, Inc. is an affiliate of Raymond James Tax Credit Funds, Inc., the managing general partner of Gateway. Divernon is a 12 unit property located in Divernon, Illinois in which Gateway invested as the sole limited partner on October 1, 1989. The property's average occupancy rate for the year ~~declined~~ remained ~~from~~at 67% ~~in 2004 to 58% in 2005~~. Gateway loaned Divernon $126,000, $615,~~000~~832, and $158,~~832~~671 to cover the operating deficits for ~~2002~~2003, ~~2003~~2004, and ~~2004~~2005 respectively. As of June 30, 1999, an updated workout plan with the USDA RD was implemented. Management is using rent incentives, vigorous advertising, and tight controls over repairs and maintenance to improve occupancy and cash flows. Divernon is classified as held-for-sale on the consolidated balance sheet as of March 31, 2006. Subsequent to Gateway's year-end, Gateway sold its Project Partnership investment in ~~2005~~Village Apartments of Divernon. The sale of this Project Partnerships'assets will be reflected in the financial statements for the year ended March 31, 2007. Gateway estimates a net gain of approximately $130,000 will be recognized in fiscal year 2007 upon consummation of the sale transaction. Also subsequent to this year-end, the following fourteen Project Partnerships were actively listed for sale on a commercial marketing website: Laynecrest, Martindale, Fortville II, Summitville, Limestone Estates, Middleport, Morgantown, Robinhood Apartments, Skyview Terrace, Hunters Ridge, Centralia II, Fairview South, Southwood Apartments, and Village Apartments of Sparta. 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 March 31, ~~2005~~2006, Gateway had $~~720~~758,~~946~~509 of short-term investments (Cash and Cash Equivalents). Management believes these sources of funds are sufficient to meet Gateway's current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee. For the year ending March 31, ~~2005~~2006, Gateway received $~~118~~116,~~839~~895 in cash distributions from the Project Partnerships ~~and it received $142,000 from matured Zero Coupon Treasuries~~. The General and Administrative operating costs were $~~194~~302,~~967~~419 and the Asset Management Fee ~~actually~~expensed ~~paid~~ was $~~440~~464,~~000~~115. Exit Strategy The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion. ~~With~~Nearly ~~that~~all inof ~~mind~~the Project Partnerships have reached the end of their tax-credit compliance period. As of March 31, 2006, four of the ~~Partnership~~Project isPartnerships ~~continuing~~holding tofive ~~review~~of the ~~Partnership's~~properties ~~holdings~~have been sold and, in accordance with ~~special~~the ~~emphasis~~Gateway onpartnership agreement, the ~~properties~~entire ~~that~~net ~~are~~proceeds atreceived orfrom ~~very~~these ~~near~~sales have been disbursed to the ~~satisfaction~~Limited Partners of ~~the~~Gateway. Subsequent ~~IRS~~to ~~compliance~~year-end, ~~period~~Gateway ~~requirements~~sold its Project Partnership investment in Village Apartments of Divernon. The sale of this Project Partnership's ~~review~~assets ~~considers~~will ~~many~~be ~~factors~~reflected ~~including~~in ~~extended~~the ~~use~~financial ~~low~~statements for the year-~~income~~ended ~~housing~~March ~~regulation~~31, ~~requirements~~2007. Although onGateway ~~the~~estimates ~~property~~that ~~(such~~it aswill ~~those~~not ~~due~~receive toany ~~mortgage~~net ~~restrictions~~proceeds orfrom ~~state~~the ~~compliance~~sale ~~agreements)~~of this Project Partnership, ~~the~~Gateway ~~condition~~estimates a net gain of ~~the~~approximately ~~property~~$130,000 ~~and~~will ~~the~~be ~~tax~~recognized ~~consequences~~in tofiscal ~~the~~year ~~investors~~2007 ~~from~~as ~~the~~a ~~sale~~result of the ~~property~~sale transaction. ~~Upon~~Gateway ~~identifying~~is ~~those~~presently ~~properties~~evaluating ~~with~~ the ~~highest~~ potential ~~for~~disposition aof ~~successful~~each ~~sale,~~of ~~refinancing~~the orProject ~~syndication,~~Partnerships which have reached the ~~Partnership~~end ~~expects~~of totheir ~~proceed~~tax-credit ~~with~~compliance ~~efforts~~period and as opportunities arise, will endeavor to ~~liquidate~~sell Gateway's interest in those ~~properties~~Project Partnerships. The ~~Partnership's~~Partnerships objective is to maximize the ~~investors~~investor's return wherever possible and, ultimately, to ~~wind~~liquidate ~~down~~the ~~those~~Project ~~funds~~Partnerships that no longer provide tax benefits to investors. As Gateway ofhas ~~March~~no ~~31,~~direct ~~2005,~~employees. The ~~two~~General ~~project~~Partners ~~partnerships,~~have ~~Clayfed~~full ~~Apartments~~ and ~~Westside~~exclusive ~~Apartments~~discretion ~~have~~in ~~been~~management ~~sold~~and control of Gateway. Disclosure of Contractual Obligations

		Payment due by period
Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Long-Term Debt Obligations	1,218,495 (1)	6,893	14,251	14,893	1,182,458
Long-Term Debt Obligations of continuing operations	812,881 (1)	5,148	10,644	11,125	785,964
Long-Term Debt Obligations of discontinued operations	398,904 (1)	0	0	0	398,904
Capital Lease Obligations
Operating Lease Obligations
Purchase Obligations
Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under GAAP	3,349,297 (2)	317,000	0	347,706	2,684,591
Other Long-Term Liabilities reflected on the Registrant's Balance Sheet under GAAP	4,007,869(2)	270,438	3,737,431	0	0

(1) The Long-Term Debt Obligations of continuing operations as of 3/March 31~~/2005~~, 2006 represent, on a ~~combined~~consolidated basis, the accounts of Gateway, and Village Apartments of Sparta Limited Partnership. The Long-Term Debt Obligations of discontinued operations as of March 31, 2006 represent, on a consolidated basis, the accounts of Gateway and Village Apartments of Divernon Limited Partnership. All (together, these entities are the "Combined Entities"), and represent two ~~project~~Project ~~partnerships~~Partnerships in which Gateway has invested. As of October 1, 1996 and October 1, 1997, respectively, an affiliate of Gateway's Managing General Partner, Value Partners, Inc. became the general partner of the Combined Entities. Since the general partner of the Combined Entities is now an affiliate of Gateway, these combined statements include the long-term liabilities. On November 1, 2005, Rural Development, the holder of the note payable, suspended mortgage payments due from Village Apartments of Divernon Limited Partnership until further notice. The entire balance of the note payable is included in the greater than five years column above. Interest is still being accrued from the time of suspension. Subsequent to year-end, Gateway sold its interest in the Village Apartments of Divernon. (2) The Other Long-Term Liabilities represent the asset management fees owed to the General Partners as of ~~03/~~March 31~~/2005~~, 2006. ItThis payable is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing. As referred to in Note 4, the Managing General Partner does not intend to demand payment of the portion of this balance reflected as due in greater than one year within the next 12 months. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. As a small business issuer, no information is required. Item 8. Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Gateway Tax Credit Fund, Ltd. We have audited the accompanying ~~combined~~consolidated balance ~~sheets~~sheet of Gateway Tax Credit Fund, Ltd. (a Florida Limited Partnership) as of March 31, ~~2005~~2006 and ~~2004 and~~ the related ~~combined~~consolidated statements of operations, partners' equity (deficit), and cash flows for ~~each of~~ the ~~three~~year ~~years in the period~~ ended March 31, ~~2005~~2006. These ~~combined~~consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these ~~combined~~consolidated financial statements based on our ~~audits~~audit. We did not audit the financial statements of a certain Project ~~Partnerships~~Partnership for which $~~743,913 and $1,~~327,~~088~~130 of net investment is included in these financial statements as of March 31, ~~2005 and 2004~~2006, ~~respectively~~ and for which a net ~~losses~~loss of $~~272~~40,~~469,~~561 ~~$130,296~~is ~~and $256,716 are~~ included in ~~the~~these ~~accompanying~~ financial statements for ~~each of~~ the ~~three~~year ~~years in the period~~ ended March 31, ~~2005~~2006. Those financial statements were audited by other auditors whose ~~reports~~report ~~have~~has been furnished to us, and our opinion, insofar as it relates to the amounts included for such underlying ~~partnerships~~partnership, is based solely on the ~~reports~~report of the other auditors. The financial statements of Gateway Tax Credit Fund, Ltd. as of March 31, 2005 and for each of the two years in the period ended March 31, 2005, were audited by other auditors whose report dated September 8, 2005, expressed an unqualified opinion on those statements. We conducted our ~~audits~~audit in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~combined~~consolidated financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the ~~combined~~consolidated financial statements~~. An~~, ~~audit also includes~~ assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audits~~audit and the ~~reports~~report of other auditors provide a reasonable basis for our opinion. In our opinion, based on our ~~audits~~audit and the ~~reports~~report of other auditors, the ~~combined~~consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gateway Tax Credit Fund, Ltd. asat of March 31, ~~2005~~2006 and ~~2004 and~~ the results of its operations and its cash flows for ~~each of~~ the ~~three~~year ~~years in the period~~ ended March 31, ~~2005~~2006, in conformity with accounting principles generally accepted in the United States of America. Our ~~audits~~audit ~~were~~was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed under Item 1415(a)(2) in the index are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, based on our ~~audits~~audit and the ~~reports~~report of other auditors, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. /s/ ~~Spence,~~Reznick ~~Marston~~Group, ~~Bunch, Morris & Co~~P.C. ~~SPENCE,~~REZNICK ~~MARSTON~~GROUP, ~~BUNCH, MORRIS & CO~~P.C. ~~CERTIFIED PUBLIC ACCOUNTANTS~~ ~~Clearwater~~Atlanta, ~~Florida~~Georgia ~~June~~July 2813, ~~2005~~2006

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
   Gateway Tax Credit Fund, Ltd.

   We have audited the accompanying consolidated balance sheet of Gateway Tax Credit Fund, Ltd. (a Florida Limited Partnership) as of March 31, 2005 and the related consolidated statements of operations, partners' equity (deficit), and cash flows for the years ended March 31, 2005 and 2004, respectively. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of a certain Project Partnership for which $463,329 of net investment is included in these financial statements as of March 31, 2005 and for which net losses of $188,168 and $83,787 are included in the accompanying financial statements for the years ended March 31, 2005 and 2004, respectively. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for such underlying partnership, is based solely on the report of the other auditor.

   We conducted our audits in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.

   In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gateway Tax Credit Fund, Ltd. as of March 31, 2005 and the results of its operations and its cash flows for the years ended March 31, 2005 and 2004, respectively, in conformity with accounting principles generally accepted in the United States of America.

                             /s/ Spence, Marston, Bunch, Morris & Co.
                                 SPENCE, MARSTON, BUNCH, MORRIS & CO.
                                 CERTIFIED PUBLIC ACCOUNTANTS

Clearwater, Florida
September 8, 2005

PART I - Financial Information
Item 1. Financial Statements

GATEWAY TAX CREDIT FUND, LTD.

(A Florida Limited Partnership)
CONSOLIDATED BALANCE SHEET

	2005 ----	2004 ----
	2006 ----	2005 ----
ASSETS Current Assets: Cash and Cash Equivalents Accounts Receivable Investments in Securities Prepaid Insurance Tenant Security Deposits Total Current Assets Investments in Project Partnerships, Net Replacement Reserves Rental Property at Cost, Net Total Assets LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Payable to General Partners Accounts Payable Accrued Real Estate Taxes Tenant Security Deposits Mortgage Notes Payable - Current Total Current Liabilities Long Term Liabilities: Payable to General Partners Mortgage Notes Payable Total Long Term Liabilities Minority Interest in Local Limited Partnerships Partners' Equity (Deficit): Limited Partners (25,566 units outstanding at March 31, 2005 and 2004 General Partners Total Partners' Equity (deficit) Total Liabilities and Partners' Equity (deficit)	$ 720,946 9,117 0 177 5,883 ----------- 736,123 938,137 22,667 684,790 ----------- $ 2,381,717 =========== $ 348,301 2,219 12,672 5,400 6,893 ----------- 375,485 ----------- 3,032,297 1,211,602 ----------- 4,243,899 ----------- (69,119) ----------- (1,953,424) (215,124) ----------- (2,168,548) ----------- $ 2,381,717 ===========	$ 1,092,672 8,409 139,045 93 6,316 ----------- 1,246,535 1,355,760 16,524 741,289 ----------- $ 3,360,108 =========== $ 493,330 3,757 12,001 5,800 6,444 ----------- 521,332 ----------- 2,839,013 1,218,629 ----------- 4,057,642 ----------- (68,518) ----------- (945,406) (204,942) ----------- (1,150,348) ----------- $ 3,360,108 ===========
ASSETS Current Assets: Cash and Cash Equivalents Accounts Receivable Prepaid Insurance Tenant Security Deposits Assets Held for Sale Total Current Assets Investments in Project Partnerships, Net Replacement Reserves Non-Current Assets Held for Sale Rental Property at Cost, Net Property Held for Sale Total Assets LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Payable to General Partners Distribution Payable Accounts Payable Accrued Real Estate Taxes Tenant Security Deposits Mortgage Notes Payable - Current Liabilities Related to Property Held for Sale Total Current Liabilities Long Term Liabilities: Payable to General Partners Mortgage Notes Payable Liabilities Related to Property Held for Sale Total Long Term Liabilities Minority Interest in Local Limited Partnerships Partners' Equity (Deficit): Limited Partners (25,566 units outstanding at March 31, 2006 and 2005 General Partners Total Partners' (Deficit) Total Liabilities and Partners' Equity (Deficit)	$ 758,509 15,823 190 0 2,794 ----------- 777,316 620,184 19,231 3,626 426,698 207,644 ----------- $ 2,054,699 =========== $ 270,438 224 29,984 10,138 4,500 5,148 7,291 ----------- 327,723 ----------- 3,737,431 807,733 398,904 ----------- 4,944,068 ----------- (69,517) ----------- (3,168,987) 21,412 ----------- (3,147,575) ----------- $ 2,054,699 ===========	$ 720,946 9,117 177 5,883 0 ----------- 736,123 938,137 22,667 0 684,790 0 ----------- $ 2,381,717 =========== $ 348,301 0 2,219 12,672 5,400 6,893 0 ----------- 375,485 ----------- 3,032,297 1,211,602 0 ----------- 4,243,899 ----------- (69,119) ----------- (1,953,424) (215,124) ----------- (2,168,548) ----------- $ 2,381,717 ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.

(A Florida Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

	2005 ----	2004 ----	2003 ----
	2006 ----	2005 ----	2004 ----
Revenues: Rental Distribution Income Total Revenues Expenses: Asset Management Fee-General Partner General and Administrative: General Partner Other Rental Operating Expenses Interest Depreciation Amortization Total Expenses Loss Before Equity in Losses of Project Partnerships and Other Income Equity in Income (Losses) of Project Partnerships: Current Year Equity in Losses of Project Partnerships Suspended Losses Utilized in Current Year Gain on Sale of Partnership Assets Loss on Disposition of Partnership Interests Total Equity in Income (Losses) of Project Partnerships Minority Interest in Loss of Combined Project Partnerships Interest Subsidy Interest Income Net Loss Allocation of Net Loss: Limited Partners General Partners Net Loss Per Number of Limited Partnership Units Number of Limited Partnership Units Outstanding	$ 125,995 90,377 --------- 216,372 --------- 476,680 116,631 78,336 102,850 85,105 59,648 13,643 --------- 932,893 --------- (716,521) --------- (371,209) 0 0 0 ---------- (371,209) ---------- 601 57,189 11,740 ---------- $(1,018,200) =========== $(1,008,018) (10,182) ---------- $(1,018,200) =========== $ (39.43) =========== 25,566 ===========	$ 125,628 76,330 --------- 201,958 --------- 479,165 117,118 58,297 87,014 85,824 58,510 13,643 --------- 899,571 --------- (697,613) --------- (227,721) (916,962) 1,792,746 (106,473) ---------- 541,590 ---------- 432 57,189 42,825 ---------- $ (55,577) =========== $ (78,850) 23,273 ---------- $ (55,577) =========== $ (3.08) =========== 25,566 ===========	$ 124,401 88,632 --------- 213,033 --------- 491,021 68,891 62,379 97,493 86,228 59,129 13,643 --------- 878,784 --------- (665,751) --------- (253,927) 0 0 0 --------- (253,927) --------- 4,906 57,597 85,376 ---------- $ (771,799) =========== $ (764,081) (7,718) ---------- $ (771,799) =========== $ (29.89) =========== 25,566 ===========
Revenues: Rental Distribution Income Miscellaneous Income Total Revenues Expenses: Asset Management Fee-General Partner General and Administrative: General Partner Other Rental Operating Expenses Interest Depreciation Amortization Total Expenses Loss Before Equity in Losses of Project Partnerships and Other Income Equity in Income (Losses) of Project Partnerships: Current Year Equity in Losses of Project Partnerships Gain on Sale of Partnership Assets Minority Interest in Loss of Consolidated Project Partnerships Interest Subsidy Interest Income Net Loss Allocation of Net Loss: Limited Partners General Partners Net Loss Per Number of Limited Partnership Units Number of Limited Partnership Units Outstanding	$ 133,428 89,743 4,212 ---------- 227,383 ---------- 464,115 173,378 129,041 92,138 85,529 57,669 181,818 ---------- 1,183,688 ---------- (956,305) ---------- (107,224) 598,499 398 57,687 28,176 ----------- $ (378,769) =========== $ (615,305) 236,536 ----------- $ (378,769) =========== $ (24.07) =========== 25,566 ===========	$ 125,995 86,068 4,309 ---------- 216,372 ---------- 476,680 116,631 78,336 102,850 85,105 59,648 13,643 ---------- 932,893 ---------- (716,521) ---------- (371,209) 0 601 57,189 11,740 ----------- $(1,018,200) =========== $(1,008,018) (10,182) ----------- $(1,018,200) =========== $ (39.43) =========== 25,566 ===========	$ 125,628 71,378 4,952 ---------- 201,958 ---------- 479,165 117,118 58,297 87,014 85,824 58,510 13,643 ---------- 899,571 ---------- (697,613) ---------- (227,721) 769,311 432 57,189 42,825 ----------- $ (55,577) =========== $ (78,850) 23,273 ----------- $ (55,577) =========== $ (3.08) =========== 25,566 ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD. (A Florida Limited Partnership) ~~COMBINED~~ CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT) FOR THE YEARS ENDED MARCH 31, ~~2005~~2006, ~~2004~~2005 AND ~~2003~~2004:

	Limited Partners Equity (Deficit) --------------	General Partners Equity (Deficit) ---------------	Total -----
Balance at March 31, 2002 Net Loss Balance at March 31, 2003 Net Loss Distributions Balance at March 31, 2004 Net Loss Balance at March 31, 2005	$ 569,700 (764,081) ------------ (194,381) (78,850) (672,175) ------------ (945,406) (1,008,018) ------------ $(1,953,424) ============	$ (220,497) (7,718) ----------- (228,215) 23,273 0 ----------- (204,942) (10,182) ----------- $ (215,124) ===========	$ 349,203 (771,799) ----------- (422,596) (55,577) (672,175) ----------- (1,150,348) (1,018,200) ----------- $(2,168,548) ============
Balance at March 31, 2003 Net Income (Loss) Distributions Balance at March 31, 2004 Net Loss Balance at March 31, 2005 Net Income (Loss) Distributions Balance at March 31, 2006	$ (194,381) (78,850) (672,175) ------------ (945,406) (1,008,018) ------------ (1,953,424) (615,305) (600,258) ------------ $(3,168,987) ============	$ (228,215) 23,273 0 ----------- (204,942) (10,182) ----------- (215,124) 236,536 0 ----------- $ 21,412 ===========	$ (422,596) (55,577) (672,175) ----------- (1,150,348) (1,018,200) ----------- (2,168,548) (378,769) (600,258) ------------ $(3,147,575) ============

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.

(A Florida Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2006, 2005 AND 2004:

	2005 ----	2004 ----	2003 ----
	2006 ----	2005 ----	2004 ----
Cash Flows from Operating Activities: Net Loss Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Amortization Depreciation Distributions Included in Distribution Income Accreted Interest Income on Investments in Securities Equity in Losses of Project Partnerships Gain on the Sale of Partnership Assets Loss on the Disposition of Partnership Assets Minority Interest in Losses of Combined Project Partnerships Interest Income from Redemption of Securities Changes in Operating Assets and Liabilities: (Increase) Decrease in Accounts Receivable (Increase) Decrease in Prepaid Insurance Increase (Decrease) in Accounts Payable Increase in Replacement Reserves Increase (Decrease) in Security Deposits Increase (Decrease) in Accrued Real Estate Taxes Increase (Decrease) in Payable to General Partners Net Cash Used in Operating Activities Cash Flows from Investing Activities: Distributions Received from Project Partnerships Redemption of Investment in Securities Purchase of Equipment Net Cash Provided by Investing Activities Cash Flows from Financing Activities: Principal Payment on Debt Distributions to Investors Net Cash Used In Financing Activities Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year	$(1,018,200) 13,643 59,648 (86,068) (2,955) 371,209 0 0 (601) 82,860 (708) (84) (1,538) (6,143) 33 671 48,255 --------- (539,978) --------- 118,839 59,140 (3,149) --------- 174,830 --------- (6,578) 0 --------- (6,578) --------- (371,726) 1,092,672 --------- $ 720,946 ==========	$ (55,577) 13,643 58,510 (71,378) (36,997) 1,144,683 (1,792,746) 106,473 (432) 340,012 35,975 172 1,548 (16,524) (7,316) (2,850) (238,116) --------- (520,920) --------- 774,633 173,988 (373) --------- 948,248 --------- (6,147) (672,175) --------- (678,322) --------- (250,994) 1,343,666 --------- $1,092,672 ==========	$(771,799) 13,643 59,129 (83,682) (74,700) 253,927 0 0 (4,906) 306,027 (11,103) 363 (6,006) 0 400 586 187,754 --------- (130,367) --------- 117,539 179,974 (2,316) --------- 295,197 --------- (5,742) 0 --------- (5,742) --------- 159,088 1,184,578 --------- $1,343,666 ==========
Cash Flows from Operating Activities: Net Loss Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Amortization Depreciation Distributions Included in Distribution Income Accreted Interest Income on Investments in Securities Equity in Losses of Project Partnerships Gain on the Sale of Partnership Assets Minority Interest in Losses of Consolidated Project Partnerships Changes in Operating Assets and Liabilities: (Increase) Decrease in Accounts Receivable (Increase) Decrease in Prepaid Insurance Increase (Decrease) in Accounts Payable Increase in Distribution Payable Increase in Replacement Reserves Increase (Decrease) in Security Deposits Increase (Decrease) in Accrued Real Estate Taxes Increase (Decrease) in Payable to General Partners Net Cash Used in Operating Activities Cash Flows from Investing Activities: Distributions Received from Project Partnerships Redemption of Investment in Securities Purchase of Equipment Proceeds from Sale of Project Partnerships Cash related to Property Held for Sale Net Cash Provided by Investing Activities Cash Flows from Financing Activities: Principal Payment on Debt Distributions to Investors Expenses Related to Sales of Project Partnerships Net Cash Used In Financing Activities Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year	$ (378,769) 181,818 57,669 (89,743) 0 107,224 (598,499) (398) (7,710) (101) 30,483 224 (190) 6,583 439 627,272 --------- (63,698) --------- 116,895 0 (7,221) 604,258 (1,703) --------- 712,229 --------- (6,710) (600,258) (4,000) --------- (610,968) --------- 37,563 720,946 --------- $ 758,509 ==========	$(1,018,200) 13,643 59,648 (86,068) (2,955) 371,209 0 (601) (708) (84) (1,538) 0 (6,143) 33 671 48,255 --------- (622,838) --------- 118,839 142,000 (3,149) 0 0 --------- 257,690 --------- (6,578) 0 0 --------- (6,578) --------- (371,726) 1,092,672 --------- $ 720,946 ==========	$ (55,577) 13,643 58,510 (71,378) (36,997) (227,721) (769,311) (432) 35,975 172 1,548 0 (16,524) (7,316) (2,850) (238,116) --------- (860,932) --------- 774,633 514,000 (373) 0 0 --------- 1,288,260 --------- (6,147) (672,175) 0 --------- (678,322) --------- (250,994) 1,343,666 --------- $1,092,672 ==========
Supplemental Cash Flow Information: Interest Paid	$ 2726,~~917~~409 ==========	$ 2827,~~635~~917 ==========	$ 28,~~631~~635 ==========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.

(A Florida Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2006, 2005 AND 2004

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 which qualify for Low-Income Housing Tax Credits. Gateway will terminate on December 31, 2040 or sooner, in accordance with the terms of the Limited Partnership Agreement. Gateway closed the offering on March 1, 1990 after receiving Limited and General Partner capital contributions of $25,566,000 and $1,000, respectively. The fiscal year of Gateway for reporting purposes ends on March 31.

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

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

   Consolidated Statements

   The accompanying statements include, on a consolidated basis, the accounts of Gateway, Village Apartments of Sparta Limited Partnership and Village Apartments of Divernon Limited Partnership ("Combined Entities"), two Project Partnerships in which Gateway has invested. As of October 1, 1996 and October 1, 1997, respectively, an affiliate of Gateway's Managing General Partner, Value Partners, Inc. became the general partner of the Combined Entities. Since the general partner of the Combined Entities is now an affiliate of Gateway, these consolidated financial statements include the financial activity of the Combined Entities for all years presented. All significant intercompany balances and transactions have been eliminated. Gateway has elected to report the results of operations of the Combined Entities on a 3-month lag basis, consistent with the presentation of financial information of all Project Partnerships. Subsequent to year-end, Gateway sold its investment in Village Apartments of Divernon. See further discussion in Note 9.

   Basis of Accounting

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

   Gateway accounts for its investments as the sole limited partner in Project Partnerships ("Investments in Project Partnerships"), with the exception of the Combined Entities, using the equity method of accounting, because management believes that Gateway does not have a majority control of the major operating and financial policies of the Project Partnerships in which it invests, and reports the equity in losses of the Project Partnerships on a 3-month lag in the Statements of Operations. Under the equity method, the Investments in Project Partnerships initially include:

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

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

   1)  Increased for equity in income or decreased for equity in losses of the        Project Partnerships,
   2)  Decreased for cash distributions received from the Project Partnerships and,
   3)  Decreased for the amortization of the acquisition fees and expenses.

   For the fiscal year ended March 31, 2006, Gateway changed the period over which the intangible acquisition fees and expenses are amortized. In all prior years, the period in which such intangible assets had been amortized was 35 years. In the fiscal year period ended March 31, 2006, this amortization period was changed to 15 years to better approximate the period over which the benefits of these investments are realized. As a result of this change in estimate, an additional $171,067 of amortization expense was recognized during the year-ended March 31, 2006, as compared to the amortization expense amount which would have been realized had the estimated amortization period not changed during the year. The net amortization is shown as amortization expense on the Statements of Operations.

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

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

   Gateway reviews its investments in Project Partnerships to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the investment, Gateway recognizes an impairment loss. No impairment loss has been recognized in the accompanying financial statements.

   Gateway, as a limited partner in the Project Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance and continued eligibility for tax credits. If the cost of operating a property exceeds the rental income earned thereon, Gateway may deem it in its best interest to voluntarily provide funds in order to protect its investment. However, Gateway does not guarantee any of the mortgages or other debt of the Project Partnerships.

Variable Interest Entities

   In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51," which was subsequently revised in December, 2003. Gateway has adopted FIN 46 and applied its requirements to all Project Partnerships in which Gateway holds an interest. Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics, (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE. The primary beneficiary, as is applicable to Gateway's circumstances, is the party in the Project Partnership equity group that is most closely associated with the Project Partnership.

   Gateway holds variable interests in 78 VIEs, which consist of Project Partnerships, which Gateway is not the primary beneficiary. Gateway's maximum exposure to loss as a result of its involvement with unconsolidated VIEs is limited to Gateway's recorded investments in and receivables from those VIEs, which is approximately $620,184 at March 31, 2006. Gateway may be subject to additional losses to the extent of any financial support that Gateway voluntarily provides to those Project Partnerships in the future.

Cash and Cash Equivalents

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

Accounts Receivable

   Accounts receivable consists of tenant receivables. Tenant receivables are recorded when billed. An allowance for doubtful accounts has not been considered necessary based on historical loss experience. An account is considered past due when payment has not been rendered within thirty days of its due date. Uncollectible receivables are charged to rental revenue when project management has determined that collection efforts will not be successful.

Capitalization and Depreciation

   Land, buildings and improvements are recorded at cost and Gateway 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

   Assets which meet certain specific criteria are classified as property held for sale as of the balance sheet date. The Village Apartments of Divernon meet such criteria as of March 31, 2006. Accordingly its balance sheet amounts are presented as held for sale on the consolidated balance sheet as of March 31, 2006. Gateway considered presentation as discontinued operations in the consolidated statement of operations and consolidated statement of cash flows, however, as the results of operations and cash flows of Village Apartments of Divernon are not significant to Gateway as a whole, such discontinued operations presentation is not made. See Note 9 - Subsequent Events, for a further discussion regarding the sale of this Project Partnership subsequent to March 31, 2006.

   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

   Gateway applies 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. Government Security Strips) until maturity and to use these reserves to fund Gateway's ongoing operations. Interest income is recognized ratably on the U. S. Government Strips using the effective yield to maturity.

Income Taxes

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

Reclassifications

   For comparability, certain 2004 and 2005 amounts have been reclassified, where appropriate to conform with the financial statement presentation used in 2006.

NOTE 53 - ~~RENTAL~~INVESTMENT ~~PROPERTY A~~IN ~~summary of the rental property is as follows at December 31, 2004~~SECURITIES:

    As of March 31, 2006 the Balance Sheet included no Investments in Securities. The remaining U.S. Treasury Security Strips were redeemed for their face value of $142,000 in August 2004.

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:

   Asset Management Fee - The Managing General Partner is entitled to an annual asset management fee equal to 0.45% of the aggregate cost of Gateway's interest in the projects owned by the Project Partnerships. The asset management fee will be paid only after all other expenses of Gateway have been paid. These fees are included in the Statements of Operations. Totals incurred for the years ended March 31, 2006, 2005 and 2004 were $464,115, $476,680 and $479,165 respectively.

   General and Administrative Expenses - The Managing General Partner is reimbursed for general and administrative expenses of Gateway on an accountable basis. These expenses are included in the Statements of Operations. Totals incurred for the years ended March 31, 2006, 2005 and 2004 were $173,378, $116,631 and $117,118 respectively.

NOTE 5 - RENTAL PROPERTY:

   A summary of the rental property is as follows at December 31, 2005:

	Cost ------	Accumulated Depreciation ------------	Book Value -----
Land Buildings Furniture and Appliances Net Book Value	$ 32,000 961,171 44,826 --------- $1,037,997 ==========	$ 0 573,112 38,187 -------- $611,299 ========	$ 32,000 388,059 6,639 -------- $426,698 ========

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

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

ANOTE ~~summary~~6 of- ~~the~~MORTGAGE ~~rental~~NOTE ~~property is as follows at December 31, 2003~~PAYABLE:

   The mortgage note payable for Sparta is the balance due on the note dated December 1, 1998 in the amount of $827,361. The loan is at a stated interest rate of 6.125% for a period of 50 years, the loan also contains a provision for an interest subsidy which reduces the effective interest rate to 2.325%. At December 31, 2005 the development was in compliance with the terms of the subsidy agreement and is receiving the reduced rate which makes the monthly payments $1,925.75.

   Expected maturities of the mortgage note payable are as follows:

     Year Ending            Amount
     -----------           --------
     12/31/06                5,148
     12/31/07                5,263
     12/31/08                5,381
     12/31/09                5,501
     12/31/10                5,624
     Thereafter            785,964
                         ----------
     Total               $ 812,881
                         ==========

   The mortgage note payable for Divernon is classified on the consolidated balance sheet as of March 31, 2006 as Liabilities related to Property held for sale and is the balance due on the note dated October 2, 1989 in the amount of $416,113. The loan is at a stated interest rate of 8.75% for a period of 50 years, the loan also contains a provision for an interest subsidy which reduces the effective interest rate to 2.35%. On November 1, 2005, Rural Development, the holder of the note, suspended mortgage payments until further notice. Interest is still being accrued from the time of the suspension. Subsequent to year-end, Gateway sold its interest in the Village Apartments of Divernon.

   Expected maturities of the mortgage note payable are as follows:

     Year Ending          Amount
     -----------         --------
     12/31/06                   0
     12/31/07                   0
     12/31/08                   0
     12/31/09                   0
     12/31/10                   0
     Thereafter           398,904
                        ----------
     Total              $ 398,904
                        ==========

	Cost ------	Accumulated Depreciation ------------	Book Value -----
Land Buildings Furniture and Appliances Net Book Value	$ 47,000 1,439,355 51,141 --------- $1,537,496 ==========	$ 0 745,066 51,141 -------- $796,207 ========	$ 47,000 694,289 0 -------- $741,289 ========

NOTE 7 - TAXABLE INCOME (LOSS):

The following is a reconciliation between Net Loss as described in the financial statements and the Partnership loss for tax purposes:

NOTE 6 - MORTGAGE NOTE PAYABLE

	2006 ----	2005 ----	2004 ----
Net Loss per Financial Statements	$ (378,769)	$ (1,018,200)	$ (55,577)
Equity in Losses of Project Partnerships for tax purposes in excess of losses for financial statement purposes	(905,444)	(378,427)	(225,098)
Losses suspended for financial reporting purposes	(1,998,796)	(1,984,370)	(1,355,991)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	219,027	58,355	17,867
Additional gain on sale for tax purposes	999,397	0	0
Items Expensed for Financial Statement purposes not expensed for Tax purposes: Asset Management Fee Amortization Expense Miscellaneous Income Capital Loss	466,433 12,885 (89,491) 0 ------------	(356,406) 13,644 (133,949) 0 ------------	186,980 12,913 (83,682) (11,581) ------------
Partnership loss for tax purposes as of December 31	$(1,674,758) ============	$(3,799,353) ============	$(1,514,169) ============
	December 31, 2005 ------------	December 31, 2004 ------------	December 31, 2003 ------------
Federal Low Income Housing Tax Credits (Unaudited)	$ 0 ============	$ 0 ============	$ 51,799 ============

~~NOTE~~ The 7Partnership's -Investment ~~TAXABLE~~in ~~INCOME~~Project Partnerships is approximately $27,694,575 higher for financial reporting purposes than for tax return purposes because (~~LOSS~~i)~~: The~~ ~~following~~annual tax depreciation expense is ahigher ~~reconciliation~~than ~~between~~financial ~~Net~~depreciation, ~~Loss~~(ii) ascertain ~~described~~expenses inare ~~the~~not ~~financial~~deductible ~~statements~~for tax return purposes and (iii) losses are suspended for financial purposes but not for tax return purposes. The differences in the ~~Partnership~~assets ~~loss~~and liabilities of the Fund for financial reporting purposes and tax reporting purposes for the year ended March 31, 2006 are as follows: Financial Tax Reporting Reporting Purposes Purposes Differences Investments in Local Limited Partnerships $ 620,184 $(26,903,324) $27,523,508 Other Assets $ 1,434,515 $ 758,546 $ 675,969 Liabilities $ 5,271,791 $ 21,468 $ 5,250,323

	2005 ----	2004 ----	2003 ----
Net Loss per Financial Statements	$ (1,018,200)	$ (55,577)	$ (771,799)
Equity in Losses of Project Partnerships for tax purposes in excess of losses for financial statement purposes	(378,427)	(225,098)	(528,030)
Losses suspended for financial reporting purposes	(1,984,370)	(1,355,991)	(2,297,126)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	58,355	17,867	32,752
Items Expensed for Financial Statement purposes not expensed for Tax purposes: Asset Management Fee Amortization Expense Miscellaneous Income Capital Loss	(356,406) 13,644 (133,949) 0 -----------	186,980 12,913 (83,682) (11,581) -----------	180,883 12,987 (95,741) 0 -----------
Partnership loss for tax purposes as of December 31	$(3,799,353) ============	$(1,514,169) ============	$(3,466,074) ============
	December 31, 2004 ------------	December 31, 2003 ------------	December 31, 2002 ------------
Federal Low Income Housing Tax Credits (Unaudited)	$ 0 ============	$ 51,799 ============	$ 63,771 ============

The Partnership's Investment in Project Partnerships is approximately $25,666,641 higher for financial reporting purposes than for tax return purposes because (i) annual tax depreciation expense is higher than financial depreciation, (ii) certain expenses are not deductible for tax return purposes and (iii) losses are suspended for financial purposes but not for tax return purposes. The differences in the assets and liabilities of the Fund for financial reporting purposes and tax reporting purposes for the year ended March 31, 2005 are as follows: Financial Tax Reporting Reporting Purposes Purposes Differences Investments in Local Limited Partnerships $ 938,137 $(24,728,504) $25,666,641 Other Assets $ 1,443,580 $ 3,929,355 $(2,485,775) Liabilities $ 4,619,384 $ 24,161 $ 4,595,223

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As of March 31, 2006, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 78 Project Partnerships, excluding the Combined Entities, which own and operate government assisted multi-family housing complexes.

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

   The following is a summary of Investments in Project Partnerships, excluding the Combined Entities at March 31, 2006:

	MARCH 31, 2005 --------------	MARCH 31, 2004 -------------
	MARCH 31, 2006 --------------	MARCH 31, 2005 --------------
Capital Contributions to Project Partner-ships and purchase price paid for limited partner interests in Project Partnerships Cumulative equity in losses of Project Partnerships (1) Cumulative distributions received from Project Partnerships Investment in Project Partnerships before Adjustments Excess of investment cost over the underlying assets acquired: Acquisition fees and expenses Accumulated amortization of acquisition fees and expenses Investments in Project Partnerships	$ 17,~~706~~228,~~016~~138 (17,~~607~~245,~~190~~840) (~~783~~771,~~455~~541) ------------ (~~684~~789,~~629~~243) 2,~~207~~176,~~576~~055 (~~584~~766,~~810~~628) ------------ $ ~~938~~620,~~137~~184 ============	$ 17,706,016 (17,~~235~~607,~~981~~190) (~~750~~783,~~684~~455) ------------ (~~280~~684,~~649~~629) 2,207,576 (~~571~~584,~~167~~810) ------------ $ 1938,~~355,760~~137 ============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $1819,~~592~~655,~~904~~193 for the year ended March 31, ~~2005~~2006 and cumulative suspended losses of $1618,~~608~~592,~~534~~904 for the year ended March 31, ~~2004~~2005 are not included. The Partnership's equity as reflected by the Project Partnerships of $(2021,~~002~~204,~~194~~017) differs from the Partnership's Investments in Project Partnerships before acquisition fees and expenses and amortization of $(~~684~~789,~~629~~243), primarily because of suspended losses on the Partnership's books.

NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships, excluding the Combined Entities beginning on the date of combination, on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:

	2004 ----	2003 ----	2002 ----
	2005 ----	2004 ----	2003 ----
SUMMARIZED BALANCE SHEETS Assets: Current assets Investment properties, net Other assets Total assets Liabilities and Partners' Equity: Current liabilities Long-term debt Total liabilities Partners' equity Gateway General Partners Total Partners' equity Total liabilities and partners' equity SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Gain on Sale of Partnership Assets Total Revenue 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	$ 9,373,440 59,172,763 490,196 ------------ $69,036,399 ============ $ 3,531,551 87,638,861 ------------ 91,170,412 ------------ (20,002,194) (2,131,819) ------------ (22,134,013) ------------ $69,036,399 ============ $16,991,124 0 ------------ 16,991,124 9,301,845 6,613,496 3,455,156 ------------ 19,370,497 ------------ $(2,379,373) ============ $ (23,794) ============ $(2,355,579) 1,984,370 ------------ $ (371,209) ============	$ 9,728,256 62,236,576 85,771 ------------ $72,050,603 ============ $ 3,611,898 87,934,669 ------------ 91,546,567 ------------ (17,517,241) (1,978,723) ------------ (19,495,964) ------------ $72,050,603 ============ $16,693,028 1,792,746 ------------ 18,485,774 9,016,473 6,764,573 3,436,960 ------------ 19,218,006 ------------ $(732,232) ============ $ (24,304) ============ $(707,928) 2,272,953 ------------ $ 1,565,025 ============	$ 9,348,657 66,172,723 635,392 ------------ $76,156,772 ============ $ 3,391,498 90,589,956 ------------ 93,981,454 ------------ (16,014,227) (1,810,455) ------------ (17,824,682) ------------ $76,156,772 ============ $16,709,384 0 ------------ 16,709,384 9,171,835 6,606,103 3,508,268 ------------ 19,286,206 ------------ $(2,576,822) ============ $ (25,769) ============ $(2,551,053) 2,297,126 ------------ $ (253,927) ============
SUMMARIZED BALANCE SHEETS Assets: Current assets Investment properties, net Other assets Total assets Liabilities and Partners' Equity: Current liabilities Long-term debt Total liabilities Partners' equity Limited Partner General Partners Total Partners' equity Total liabilities and partners' equity SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses: Operating expenses Interest expense Depreciation and amortization Total expenses Net loss Other partners' share of net loss Partnerships' share of net loss Suspended losses Equity in Income (Loss) of Project Partnerships	$ 8,866,220 54,721,793 476,710 ------------ $64,064,723 ============ $ 3,673,308 83,731,653 ------------ 87,404,961 ------------ (21,204,017) (2,136,221) ------------ (23,340,238) ------------ $64,064,723 ============ $17,514,169 9,322,311 6,997,036 3,322,115 ------------ 19,641,462 ------------ $(2,127,293) ============ $ (21,273) ============ $(2,106,020) 1,998,796 ------------ $ (107,224) ============	$ 9,373,440 59,172,763 490,196 ------------ $69,036,399 ============ $ 3,531,551 87,638,861 ------------ 91,170,412 ------------ (20,002,194) (2,131,819) ------------ (22,134,013) ------------ $69,036,399 ============ $16,991,124 9,301,845 6,613,496 3,455,156 ------------ 19,370,497 ------------ $(2,379,373) ============ $ (23,794) ============ $(2,355,579) 1,984,370 ------------ $ (371,209) ============	$ 9,728,256 62,236,576 85,771 ------------ $72,050,603 ============ $ 3,611,898 87,934,669 ------------ 91,546,567 ------------ (17,517,241) (1,978,723) ------------ (19,495,964) ------------ $72,050,603 ============ $16,693,028 9,016,473 6,764,573 3,436,960 ------------ 19,218,006 ------------ $(2,524,978) ============ $ (24,304) ============ $(2,500,674) 2,272,953 ------------ $ (227,721) ============

Two of the Project Partnerships, ~~Clayfed Apartments~~Keysville, ~~Ltd~~L.P. and ~~Westside~~Rivermeade ~~Apartments,~~Associates ~~Ltd.,~~ sold their ~~property in July 2003 and subsequently liquidated. The sale of the~~ properties ~~resulted~~during infiscal ayear ~~gain allocated to Gateway of $1,792,746~~2006. Gateway received sale proceeds totaling $~~674~~604,~~675,~~258 of which ~~$672,675~~were ~~was~~ distributed in December 2005 to the Limited Partners, less $4,000 in legal expenses, at $2623.2947 per limited partnership unit. The ~~Gateway~~remaining ~~had~~$224 ~~previously~~of ~~suspended~~this ~~losses~~distribution ~~reported~~is byshown ~~these~~as ~~Project~~a ~~Partnerships~~Distribution inPayable ~~conformity~~on ~~with~~the ~~its~~Balance ~~policy~~Sheet. As todisclosed ~~not~~on ~~record~~the ~~losses~~Statement ~~which~~of ~~reduce~~Operations, ~~the~~Gateway ~~investment~~reported ~~below~~a ~~zero. As~~$598,499 again ~~result~~on ofthese ~~the~~sales ~~net~~transactions. During ~~increase~~fiscal inyear ~~the~~2004, ~~investment~~two ~~from~~of the ~~sale~~Project ~~transactions~~Partnerships, ~~Gateway~~Clayfed ~~was~~Apartments, ~~able~~Ltd. toand ~~recognize~~Westside ~~$916~~Apartments,~~962~~ Ltd., sold their property in ~~previously~~July ~~suspended~~2003 ~~losses~~and subsequently liquidated. ~~Gateway's~~The ~~ending~~sale ~~investment~~of inthe ~~these~~properties ~~Project~~resulted ~~Partnerships,~~in ~~after~~a ~~adjusting~~gain ~~for~~allocated ~~the~~to ~~gain~~Gateway onof ~~sale~~$769,311. Gateway ~~cash proceeds~~ received ~~and~~sale ~~suspended~~proceeds ~~losses,~~totaling ~~was~~ $~~106~~674,~~473~~675, of which is$672,675 ~~reported~~were asdistributed ato ~~loss~~the onLimited ~~disposition~~Partners inat ~~the~~$26.29 ~~Combined~~per ~~Statements~~limited ofpartnership ~~Operations~~unit. As of December 31, ~~2004~~2005, the largest Project Partnership constituted 7.46% and 7.75% of the ~~combined~~consolidated total assets and ~~combined~~consolidated total revenues. As of December 31, ~~2003~~2004, the largest Project Partnership constituted 7.24% and 7.47% of the ~~combined~~consolidated total assets and ~~combined~~consolidated total revenues.

NOTE 9 - ~~SELECTED~~SUBSEQUENT ~~QUARTERLY FINANCIAL DATA (UNAUDITED)~~EVENTS: ~~Year~~ Subsequent ~~2005 Quarter~~to ~~1 Quarter~~Gateway's ~~2 Quarter~~year-end, ~~3 Quarter~~Gateway ~~4 6/30/2004 9/30/2004 12/~~sold its Project Partnership investment in Village Apartments of Divernon. The sale of this Project Partnerships'assets will be reflected in the financial statements for the year ended March 31~~/2004 3/31/2005 Total~~, ~~Revenues $ 89~~2007. Although Gateway estimates that it will not receive any net proceeds from the sale of this Project Partnership,~~870~~ Gateway estimates a net gain of approximately $ 33130,~~342 $ 44,207 $ 48,953~~000 will be recognized in fiscal year 2007 as a result of the sale transaction. ~~Net~~ Also ~~Income~~subsequent ~~(Loss) $ (89~~to this year-end,~~754) $(378~~ the following fourteen Project Partnerships were actively listed for sale on a commercial marketing website: Laynecrest,~~351) $ 61~~ Martindale,~~992 $(612~~ Fortville II,~~087) Earnings~~ ~~(Loss)~~Summitville, ~~Per Weighted~~Limestone ~~Average Beneficial~~Estates, ~~Assignee Certificates~~Middleport, ~~Outstanding $ (3.48) $ (14.65) $ 2.40 $ (23.70) Year~~Morgantown, ~~2004 Quarter~~Robinhood ~~1 Quarter~~Apartments, ~~2 Quarter~~Skyview ~~3 Quarter~~Terrace, ~~4 6/30/2003 9/30/2003 12/31/2003 3/31/2004 Total~~Hunters ~~Revenues $ 75~~Ridge,~~161 $ 43~~ Centralia II,~~088 $ 40~~ Fairview South,~~986 $ 42~~ Southwood Apartments,~~723~~ and Village Apartments of Sparta. ~~Net~~ Subsequent ~~Income~~to ~~(Loss) $(161~~Gateway's year-end,~~360) $ (51~~ a casualty loss due to a fire was experienced at the Meadows Project Partnership. One ten unit building in this four building apartment project suffered significant damage which may ultimately,~~041) $ 619~~ once the damage can be completely assessed,~~608 $(462,784) Earnings~~ ~~(Loss)~~be ~~Per Weighted~~considered ~~Average Beneficial~~to ~~Assignee Certificates~~be ~~Outstanding $ ((6~~a total loss of that building.~~25) $ (1~~ The Project Partnership maintained casualty insurance and the insurance carrier has been notified.~~98)~~ Gateway's investment balance in this Project Partnership as of March 31, 2006 was $ 230, therefore, Gateway does not expect to record any loss in its financial statements in fiscal year 2007 as a result of this event.~~99 $ (18.84)~~

NOTE 10 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

Year 2006                 Quarter 1     Quarter 2    Quarter 3    Quarter 4
                         6/30/2005     9/30/2005    12/31/2005    3/31/2006

Total Revenues           $  63,273     $  49,092     $  62,920    $  52,098

Net Income (Loss)        $(182,951)    $ 398,411     $(246,930)   $(347,299)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (7.08)    $   12.77     $  (9.65)   $  (13.59)

Year 2005                Quarter 1     Quarter 2    Quarter 3     Quarter 4
                         6/30/2004     9/30/2004    12/31/2004    3/31/2005

Total Revenues           $  89,870     $  33,342     $  44,207    $  48,953

Net Income (Loss)        $ (89,754)    $(378,351)    $  61,992    $(612,087)

Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $   (3.48)    $  (14.65)    $    2.40    $  (23.70)

Schoonover Boyer & Associates
383 North Front Street
Columbus, OH 43215
PHONE: 614-888-8000
FAX: 614-888-8634

INDEPENDENT AUDITORS' REPORT
----------------------------

ToThe ~~the~~ Partners Crosstown Seniors Limited Dividend Housing Association Limited Partnership (aA Michigan Limited Partnership) Kalamazoo, Michigan We have audited the accompanying balance sheets of Crosstown Seniors Limited Dividend Housing Association Limited Partnership, (a Michigan Limited Partnership), as of December 31, 2005 and 2004, and the related statements of operations, partners' equity/(deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Crosstown Seniors Limited Dividend Housing Association Limited Partnership, as of December 31, 2005 and 2004, and the results of its operations, changes in partners' equity/(deficit) and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We/s/ ~~have~~Schoonover ~~audited~~Boyer ~~the~~& ~~accompanying balance sheets of Crosstown Seniors Limited Dividend Housing Association Limited Partnership~~Associates Columbus, (aOhio January ~~Michigan Limited Partnership) as of December 31~~26, 2004 and 2003, and the related statements of operations, statements of partners' equity (deficit), and statements of cash flows for the years then ended. These financial statements are the responsibility of the Partnership's Management. Our responsibility is to express an opinion on these financial statements based on our audits.2006

WeItem ~~conducted~~9. Changes ~~our audits~~ in ~~accordance~~and disagreements with ~~auditing~~Accountants ~~standards~~on ~~generally~~Accounting ~~accepted~~and inFinancial Disclosures On or about January 3, 2006, Spence, Marston, Bunch, Morris & Co., Certified Public Accountants, P.C. ("SMBM") resigned as the ~~United~~principal ~~States~~independent accountant of ~~America~~Gateway. As ~~and~~explained ~~Government~~to ~~Auditing~~the ~~Standards~~Registrant by SMBM, ~~issued~~the byRegistrant and its two affiliated funds were the ~~Comptroller~~only ~~General~~clients of SMBM required to file reports as a public company under the ~~United~~Securities ~~States~~Exchange Act of 1934. ~~Those~~SMBM ~~standards~~decided ~~require~~to ~~that~~resign wedue ~~plan~~to the economic unfeasibility of providing auditing services to a small number of public company clients. During the years ended March 31, 2005 and ~~perform~~March 31, 2004, and the ~~audits~~subsequent interim periods through January 3, 2006, there were no disagreements with SMBM on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to ~~obtain~~the ~~reasonable~~satisfaction ~~assurance~~of ~~about~~SMBM, ~~whether~~would have caused them to make reference to the subject matter of the disagreement in connection with their report. In addition, none of the reportable events listed in Item 304(a)(1)(v) of Regulation S-K occurred with respect to the Registrant during the Registrant's two most recent fiscal years and the subsequent interim periods preceding the resignation of SMBM. The audit reports of SMBM on the financial statements ~~are~~of ~~free~~the Registrant for the two most recent fiscal years ended March 31, 2005 and March 31, 2004 did not contain any adverse opinion or disclaimer of ~~material~~opinion, ~~misstatement~~nor were they qualified or modified as to uncertainty, audit scope or accounting principles. On January 11, 2006, Gateway engaged the firm of Reznick Group, P.C. ("Reznick") as its independent registered public accounting firm. AnThe engagement was authorized by Gateway's audit ~~includes~~committee. From ~~examining~~January 1, 2004 to such date of engagement, neither Gateway nor anyone on behalf of Gateway consulted with Reznick regarding any matter requiring disclosure under Item 304(a)(2) ~~test~~of ~~basis~~Regulation S-K. Item 9a. Controls and Procedures Within 90 days prior to the filing of this report, ~~evidence~~under ~~supporting~~the supervision and with the ~~amounts~~participation of the Partnership's management, including the Partnership's chief executive and ~~disclosures~~chief financial officer of the Partnership's Managing General Partner, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c) under the ~~financial~~Securities ~~statements~~Exchange Act of 1934) was performed. AnBased ~~audit~~on ~~also~~this ~~includes~~evaluation, ~~assessing~~such officers have concluded that the ~~accounting~~Partnership's ~~principles~~disclosure ~~used~~controls and ~~significant~~procedures ~~estimates~~were ~~made~~effective byas ~~management,~~of asthe ~~well~~date asof ~~evaluating~~that evaluation in alerting them in a timely manner to material information relating to the ~~overall~~Partnership ~~financial~~required ~~statement~~to ~~presentation~~be included in this report and the Partnership's other reports that it files or submits under the Securities Exchange Act of 1934. WeThere ~~believe~~were no significant changes in the Partnership's internal controls or in other factors that ~~our~~could ~~audits~~significantly ~~provide~~affect athese ~~reasonable~~controls ~~basis~~subsequent ~~for~~to ~~our~~the ~~opinion~~date of their evaluation. Item 9B. Other Information None.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Crosstown Seniors Limited Dividend Housing Association Limited Partnership as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Schoonover Boyer & Associates Columbus, Ohio January 28, 2005

Fentress, Brown, CPAs & Associates, LLC 8001 Ravines Edge Court, Suite 112 Columbus OH 43235-5423 PHONE: 614-825-0011 FAX: 614-825-0014

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners of Rural Housing Service Madison, Ltd. Servicing Office DBA Madison Woods Apartments Wooster, Ohio Ravenna, Ohio

We have audited the accompanying balance sheets of Madison, Ltd. (a limited partnership), DBA Madison Woods Apartments, Case No. 41-043-341595553, as of December 31, 2004 and 2003, and the related statements of income, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program," issued in December 1989. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, the evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Madison, Ltd., DBA Madison Woods Apartments, Case No. 41-043-341595553, at December 31, 2004 and 2003, and the results of its operations, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program", issued in December 1989, we have also issued a report dated January 19, 2005, on our consideration of Madison, Ltd.'s internal control and on compliance with specific requirements applicable to Rural Housing Service Programs. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Fentress, Brown, CPAs & Associates, LLC Certified Public Accountants Columbus, Ohio January 19, 2005

Fentress, Brown, CPAs & Associates, LLC 8001 Ravines Edge Court, Suite 112 Columbus, OH 43235-5423 PHONE: 614-825-0011 FAX: 614-825-0014

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners of Rural Housing Service Middlefield, Limited Servicing Office DBA Lakeview Village II Wooster, Ohio Ravenna, Ohio

We have audited the accompanying balance sheets of Middlefield, Limited (a limited partnership), DBA Lakeview Village II, Case No. 41-028-341618469, as of December 31, 2004 and 2003, and the related statements of income, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program," issued in December 1989. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Middlefield, Limited, DBA Lakeview Village II, Case No. 41-028-341618469, at December 31, 2004 and 2003, and the results of its operations, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program," issued in December 1989, we have also issued a report dated January 19, 2005, on our consideration of Middlefield, Limited's internal control and on compliance with specific requirements applicable to Rural Housing Service Programs. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Fentress, Brown, CPAs & Associates, LLC Certified Public Accountants Columbus, Ohio January 19, 2005

Henderson & Godbee, P.C. 3488 N. Valdosta Road - P.O. Box 2241 Valdosta, GA 31604-2241 PHONE: 229-245-6040 FAX: 229-245-1669

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Ashburn Housing Ltd. Valdosta, Georgia

We have audited the accompanying balance sheets of Ashburn Housing, Ltd. (a Limited Partnership), Federal ID No.: 58-1830643, as of December 31, 2004 and 2003, and the related statements of income, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ashburn Housing, Ltd. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 21, 2005 on our consideration of Ashburn Housing, Ltd.'s internal control structure and a report dated January 21, 2005 on its compliance with laws and regulations. There reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Henderson & Godbee, P.C. Certified Public Accountants January 21, 2005

Henderson & Godbee, P.C. 3488 N. Valdosta Road - P.O. Box 2241 Valdosta, GA 31604-2241 PHONE: 229-245-6040 FAX: 229-245-1669

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Buena Vista Housing, Ltd. Valdosta, Georgia

We have audited the accompanying balance sheets of Buena Vista Housing, Ltd. (a Limited Partnership), Federal ID No.: 58-1830642, as of December 31, 2004 and 2003, and the related statements of income, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Buena Vista Housing, Ltd. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 21, 2005 on our consideration of Buena Vista Housing Ltd.'s internal control structure and a report dated January 21, 2005 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Henderson & Godbee, P.C. Certified Public Accountants January 21, 2005

Henderson & Godbee, P.C. 3488 N. Valdosta Road - P.O. Box 2241 Valdosta, GA 31604-2241 PHONE: 229-245-6040 FAX: 229-245-1669

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Cuthbert Elderly Housing, Ltd. Valdosta, Georgia

We have audited the accompanying balance sheets of Cuthbert Elderly Housing, Ltd. (a limited partnership), Federal ID No.: 58-1830589, as of December 31, 2003 and 2002, and the related statements of income, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cuthbert Elderly Housing, Ltd. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 21, 2005 on our consideration of Cuthbert Elderly Housing Ltd.'s internal control structure and a report dated January 21, 2005 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Henderson & Godbee, P.C. Certified Public Accountants January 21, 2005

Henderson & Godbee, P.C. 3488 N. Valdosta Road - P.O. Box 2241 Valdosta, GA 31604-2241 PHONE: 229-245-6040 FAX: 229-245-1669

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Hannah's Mill Apartments, Ltd. Valdosta, Georgia

We have audited the accompanying balance sheets of Hannah's Mill Apartments, Ltd. (a limited partnership), Federal ID No.: 58-1786726, as of December 31, 2004 and 2003, and the related statements of income, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hannah's Mill Apartments, Ltd. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with auditing standards generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 21, 2005 on our consideration of Hannah's Mill Apartments, Ltd.'s internal control structure and a report dated January 21, 2005 on its compliance with laws and regulations. There reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Henderson & Godbee, P.C. Certified Public Accountants January 21, 2005

Habif, Arogeti & Wynne, LLP 5565 Glenridge Connector, Suite 200 Atlanta, GA 30342 PHONE: 404-892-9651 FAX: 404-876-3913

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners of Milton Elderly Housing, LTD, LLLP

We have audited the accompanying balance sheets of MILTON ELDERLY HOUSING, LTD, LLLP (USDA Rural Development Case No. 09-057-592911560), a limited partnership, as of December 31, 2004 and 2003, and the related statements of operations, changes in partners' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the Audit Program of the Rural Development Services Office of the U.S. Department of Agriculture, formerly known as the Farmers Home Administration. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MILTON ELDERLY HOUSING, LTD, LLLP as of December 31, 2004 and 2003, and the results of its operations, its changes in partner's equity (deficit), and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated February 28, 2005, on our consideration of MILTON ELDERLY HOUSING, LTD LLLP's internal control and our report dated February 28, 2005, on its compliance with laws and regulations applicable to the financial statements. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 14 through 23 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Habif, Arogeti & Wynne, LLP Atlanta, Georgia February 28, 2005

Henderson & Godbee, P.C. 3488 N. Valdosta Road - P.O. Box 2241 Valdosta, GA 31604-2241 PHONE: 229-245-6040 FAX: 229-245-1669

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Winder Apartments, Ltd. Valdosta, Georgia

We have audited the accompanying balance sheets of Winder Apartments, Ltd. (A Limited Partnership), Federal ID No.: 58-1786693, as of December 31, 2004 and 2003, and the related statements of income, partners' (deficit) and cash flows for the years then ended. The financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Winder Apartments, Ltd. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 21, 2005 on our consideration of the Winder Apartments, Ltd.'s internal control structure and a report dated January 21, 2005 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Henderson & Godbee, P.C. Certified Public Accountants January 21, 2005

Donald W. Causey & Associates, P.C. 516 Walnut Street - P.O. Box 775 Gadsden, AL 35902 PHONE: 256-543-3707 FAX: 256-543-9800

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Sylacauga Garden Apartments III, Ltd. Sylacauga, Alabama

We have audited the accompanying balance sheets of Sylacauga Garden Apartments III, Ltd., a limited partnership, RHS Project No.: 01-061-630953708 as of December 31, 2004 and 2003, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted the audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that the audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sylacauga Garden Apartments III, Ltd., RHS Project No.:01-061-630953708 as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2004 and 2003, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report dated February 20, 2005 on our consideration of Sylacauga Garden Apartments III, Ltd.'s internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Donald W. Causey & Associates, P.C. Certified Public Accountants Gadsden, Alabama February 20, 2005

Bond & Tousignant, LLC 1500 Lamy Lane - P.O. Box 14065 Monroe, LA 71201-3734 PHONE: 318-323-0717 FAX: 318-323-0719

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners RIVER ROAD APARTMENTS ALPIC

We have audited the accompanying balance sheets of RIVER ROAD APARTMENTS, ALPIC, RHS Project No. 22-026-721099603 as of December 31, 2004 and 2003, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RIVER ROAD APARTMENTS, ALPIC as of December 31, 2004 and 2003, and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information presented on pages 15 through 21 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued our report dated February 21, 2005, on our consideration of RIVER ROAD APARTMENTS, ALPIC's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with the report in considering the results of our audit.

/s/ Bond & Tousignant, LLC Certified Public Accountants Monroe, Louisiana February 21, 2005

Baird, Kurtz, & Dobson, LLP 5000 Rogers Avenue, Suite 700 Fort Smith, AR 72903-2079 PHONE: 479-452-1040 FAX: 479-452-5542

INDEPENDENT AUDITORS' REPORT ----------------------------

Partners Garden Walk of Augusta A Division of Augusta Properties (A Limited Partnership) Fort Smith, Arkansas

We have audited the accompanying balance sheets of Garden Walk of Augusta, A Division of Augusta Properties (A Limited Partnership) as of December 31, 2004 and 2003, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Garden Walk of Augusta, A Division of Augusta Properties (A Limited Partnership) as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated February 9, 2005, on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit.

/s/ Baird, Kurtz, & Dobson, LLP February 9, 2005

Baird, Kurtz, & Dobson, LLP 5000 Rogers Avenue, Suite 700 Fort Smith, AR 72903-2079 PHONE: 479-452-1040 FAX: 479-452-5542

INDEPENDENT AUDITORS' REPORT ----------------------------

Partners Booneville Properties, A Limited Partnership D/B/A Garden Walk of Booneville Fort Smith, Arkansas

We have audited the accompanying balance sheets of Booneville Properties, A Limited Partnership, D/B/A Garden Walk of Booneville as of December 31, 2004 and 2003, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Booneville Properties, A Limited Partnership, D/B/A Garden Walk of Booneville as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Baird, Kurtz, & Dobson, LLP February 9, 2005

Baird, Kurtz, & Dobson, LLP 5000 Rogers Avenue, Suite 700 Fort Smith, AR 72903-2079 PHONE: 479-452-1040 FAX: 479-452-5542

INDEPENDENT AUDITORS' REPORT ----------------------------

Partners Barling Properties, A Limited Partnership D/B/A Barling Place Fort Smith, Arkansas

We have audited the accompanying balance sheets of Barling Properties, A Limited Partnership, D/B/A Barling Place as of December 31, 2004 and 2003, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Barling Properties, A Limited Partnership, D/B/A Barling Place of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated February 9, 2005, on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. The purpose of that report is to describe the scope of our testing and internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit.

/s/ Baird, Kurtz, & Dobson, LLP February 9, 2005

Baird, Kurtz, & Dobson, LLP 5000 Rogers Avenue, Suite 700 Fort Smith, AR 72903-2079 PHONE: 479-452-1040 FAX: 479-452-5542

INDEPENDENT AUDITORS' REPORT ----------------------------

Partners Poteau Properties IV, A Limited Partnership D/B/A Garden Walk on Michelle Lane Fort Smith, Arkansas

We have audited the accompanying balance sheets of Poteau Properties IV, A Limited Partnership, D/B/A Darden Walk on Michelle Lane as of December 31, 2004 and 2003, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Poteau Properties IV, A Limited Partnership, D/B/A Garden Walk on Michelle Lane as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Baird, Kurtz, & Dobson, LLP February 9, 2005

Baird, Kurtz, & Dobson, LLP 5000 Rogers Avenue, Suite 700 Fort Smith, AR 72903-2079 PHONE: 479-452-1040 FAX: 479-452-5542

INDEPENDENT AUDITORS' REPORT ----------------------------

Partners Turtle Creek Properties Phase II, A Limited Partnership D/B/A Garden Walk of Grove III Fort Smith, Arkansas

We have audited the accompanying balance sheets of Turtle Creek Properties Phase II, A Limited Partnership, D/B/A Garden Walk of Grove III as of December 31, 2004 and 2003, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Turtle Creek Properties Phase II, A Limited Partnership, D/B/A Garden Walk of Grove III as of December 31, 2004 and 2003 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Baird, Kurtz, & Dobson, LLP February 9, 2005

Baird, Kurtz, & Dobson, LLP 5000 Rogers Avenue, Suite 700 Fort Smith, AR 72903-2079 PHONE: 479-452-1040 FAX: 479-452-5542

INDEPENDENT AUDITORS' REPORT ----------------------------

Partners Broken Bow Properties II, A Limited Partnership D/B/A Garden Walk of Broken Bow II Fort Smith, Arkansas

We have audited the accompanying balance sheets of Broken Bow Properties II, A Limited Partnership, D/B/A Garden Walk of Broken Bow II as of December 31, 2004 and 2003, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Broken Bow Properties II, A Limited Partnership, D/B/A Garden Walk of Broken Bow II as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Baird, Kurtz, & Dobson, LLP February 9, 2005

Brandt Solomon & Anderson LLP 622 S. Minnesota Avenue Sioux Falls, SD 57104-4825 PHONE: 605-336-0935 FAX: 605-336-0983

INDEPENDENT AUDITORS' REPORT ----------------------------

Partners of Lakewood Apartments Limited Partnership Project Number 32-060-470717466

We have audited the accompanying balance sheets of Lakewood Apartments Limited Partnership, Project Number 32-060-470717466 as of December 31, 2004 and 2003 and the related statements of operations, changes in partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with U.S. generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States and the U.S. Department of Agriculture, Rural Development Audit Program. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lakewood Apartments Limited Partnership as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report dated February 10, 2005, on our consideration of internal controls over financial reporting and our test of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Brandt Solomon & Anderson LLP Certified Public Accountants & Consultants Sioux Falls, South Dakota February 10, 2005

Henderson & Godbee, P.C. 3488 N. Valdosta Road P.O. Box 2241 Valdosta, GA 31604-2241 PHONE: 229-245-6040 FAX: 229-245-1669

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Monroe Family, Ltd. Valdosta, Georgia

We have audited the accompanying balance sheets of Monroe Family, Ltd. (a Georgia limited partnership), Federal ID No. 58-1768407, as of December 31, 2004 and 2003, and the related statements of operations, changes in partners' (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Monroe Family, Ltd. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 31, 2005 on our consideration of the Monroe Family, Ltd.'s internal control structure and a report dated January 31, 2005 on its compliance with laws and regulations. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Henderson & Godbee, P.C. Certified Public Accountants January 31, 2005

Regardie, Brooks & Lewis 7101 Wisconsin Avenue, Suite 1012 Bethesda, MD 20814 PHONE: 301-654-9000 FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Brandywine III, LLLP Bethesda, Maryland

We have audited the accompanying balance sheets of Brandywine III, LLLP as of December 31, 2004 and 2003, and the related statements of income, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Brandywine III, LLLP as of December 31, 2004 and 2003, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our reports dated March 5, 2005 on our consideration of Brandywine III, LLLP's internal control and on its compliance with laws and regulations.

/s/ Regardie, Brooks & Lewis Certified Public Accountants March 5, 2005

Regardie, Brooks & Lewis 7101 Wisconsin Avenue, Suite 1012 Bethesda, MD 20814 PHONE: 301-654-9000 FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Concord IV, LLLP Bethesda, Maryland

We have audited the accompanying balance sheets of Concord IV, LLLP as of December 31, 2004 and 2003, and the related statements of income, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Concord IV, LLLP as of December 31, 2004 and 2003, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our reports dated March 5, 2005 on our consideration of Concord IV, LLLP's internal control and on its compliance with laws and regulations.

/s/ Regardie, Brooks & Lewis Certified Public Accountants March 5, 2005

Regardie, Brooks & Lewis 7101 Wisconsin Avenue, Suite 1012 Bethesda, MD 20814 PHONE: 301-654-9000 FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Dunbarton Oaks III, LLLP Bethesda, Maryland

We have audited the accompanying balance sheets of Dunbarton Oaks III, LLLP as of December 31, 2004 and 2003, and the related statements of income, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining,, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dunbarton Oaks III, LLLP as of December 31, 2004 and 2003, and the results of its operations, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our reports dated March 5, 2005 on our consideration of Dunbarton Oaks III, LLLP's internal control and on its compliance with laws and regulations.

/s/ Regardie, Brooks & Lewis Certified Public Accountants March 5, 2005

Regardie, Brooks & Lewis 7101 Wisconsin Avenue, Suite 1012 Bethesda, MD 20814 PHONE: 301-654-9000 FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners, Federal Manor III, LLLP Bethesda, Maryland

We have audited the accompanying balance sheets of Federal Manor III, LLLP as of December 31, 2004 and 2003, and the related statements of income, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America, Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Federal Manor III, LLLP as of December 31, 2004 and 2003, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our reports dated March 5, 2005, on our consideration of Federal Manor III, LLLP's internal control and on its compliance with laws and regulations.

/s/ Regardie, Brooks & Lewis Certified Public Accountants March 5, 2005

Regardie, Brooks & Lewis 7101 Wisconsin Avenue, Suite 1012 Bethesda, MD 20814 PHONE: 301-654-9000 FAX: 301-656-3056

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Laurel Apartments, LLLP Bethesda, Maryland

We have audited the accompanying balance sheets of Laurel Apartments, LLLP as of December 31, 2004 and 2003, and the related statements of income, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America, Government Auditing Standards issued by the Comptroller General of the United States and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Laurel Apartments, LLLP as of December 31, 2004 and 2003, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our reports dated March 5, 2005 on our consideration of Laurel Apartments, LLLP's internal control and on its compliance with laws and regulations.

/s/ Regardie, Brooks & Lewis Certified Public Accountants March 5, 2005

Grana & Teibel, CPAs, P.C. 300 Corporate Parkway, Suite 116 N. Amherst, NY 14226-1258 PHONE: 716-862-4270 FAX: 716-862-0007

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners of Middleport Limited Partnership Case No. 37-032-161338763 and RD Rural Housing Director 29 Liberty Street, Suite 2 Batavia, New York 14020-3294

We have audited the accompanying balance sheets of Middleport Limited Partnership as of December 31, 2004 and 2003, and the related statements of operations, partners' deficiency, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with U.S. generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Middleport Limited Partnership as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated January 28, 2005, on our consideration of Middleport Limited Partnerships internal control structure and a report dated January 28, 2005, on its compliance with laws and regulations.

/s/ Grana & Teibel, CPAs, P.C. Certified Public Accountants January 28, 2005

Bernard Robinson & Company, L.L.P. 109 Muirs Chapel Road P.O. Box 19608 Greensboro, NC 27419-9608 PHONE: 336-294-4494 FAX: 336-547-0840

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Kenly Housing Associates Charlotte, North Carolina

We have audited the accompanying balance sheets of Kenly Housing Associates (a North Carolina limited partnership) as of December 31, 2004 and 2003, and the related statements of operations, partners' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with U.S. generally accepted auditing standards and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kenly Housing Associates as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our report dated January 31, 2005, on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Bernard Robinson & Company, L.L.P. Certified Public Accountants January 31, 2005

Duggan, Joiner & Company 334 N.W. Third Avenue Ocala, FL 34475 PHONE: 352-732-0171 FAX: 352-867-1370

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Oakwood Grove, Ltd.

We have audited the accompanying basic financial statements of Oakwood Grove, Ltd., as of and for the years ended December 31, 2004 and 2003, as listed in the table of contents. These basic financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the basic financial statements referred to above present fairly, in all material respects, the financial position of Oakwood Grove, Ltd. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 18, 2005 on our consideration of Oakwood Grove, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information presented on pages 10 to 15 is presented for the purposes of additional analysis and is not a required part of the basic financial statements. The information on pages 10 to 14 has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. The information on page 15, which is of a non-accounting nature, has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and we express no opinion on it.

/s/ Duggan, Joiner & Company Certified Public Accountants January 18, 2005

Duggan, Joiner & Company 334 N.W. Third Avenue Ocala, FL 34475 PHONE: 352-732-0171 FAX: 352-867-1370

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Sandhill Forest, Ltd.

We have audited the accompanying basic financial statements of Sandhill Forest, Ltd., as of and for the years ended December 31, 2004 and 2003, as listed in the table of contents. These basic financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the basic financial statements referred to above present fairly, in all material respects, the financial position of Sandhill Forest, Ltd. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 18, 2005 on consideration of Sandhill Forest, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information presented on pages 10 to 17 is presented for the purposes of additional analysis and is not a required part of the basic financial statements. The information on pages 10 to 16 has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. The information on page 17, which is of a non-accounting nature, has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and we express no opinion on it.

/s/ Duggan, Joiner & Company Certified Public Accountants January 18, 2005

Dauby O'Connor & Zaleski LLC 703 Pro Med Lane, Suite 300 Carmel, IN 46032 PHONE: 317-848-5700 FAX: 317-815-6140

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners of Laurel Woods Associates (A Virginia Limited Partnership)

We have audited the accompanying balance sheets of Laurel Woods Associates as of December 31, 2004 and 2003, and the related statements of operations, changes in Partners' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued reports dated February 17, 2005, on our consideration of the Partnership's internal control and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Dauby O'Connor & Zaleski LLC Certified Public Accountants February 17, 2005 Carmel, Indiana

Dauby O'Connor & Zaleski LLC 703 Pro Med Lane, Suite 300 Carmel, IN 46032 PHONE: 317-848-5700 FAX: 317-815-6140

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners of The Meadows Associates (A Virginia Limited Partnership)

We have audited the accompanying balance sheets of The Meadows Associates as of December 31, 2004 and 2003, and the related statements of profit and (loss), changes in Partners' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In accordance with Government Auditing Standards, we have also issued reports dated February 17, 2005, on our consideration of Partnership's internal control and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grants. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Dauby O'Connor & Zaleski LLC Certified Public Accountants February 17, 2005 Carmel, Indiana

Dauby O'Connor & Zaleski LLC 703 Pro Med Lane, Suite 300 Carmel, IN 46032 PHONE: 317-848-5700 FAX: 317-815-6140

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners of Rivermeade Associates (A Virginia Limited Partnership)

We have audited the accompanying balance sheets of Rivermeade Associates as of December 31, 2004 and 2003, and the related statements of profit and (loss), changes in Partners' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audit as conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Dauby O'Connor & Zaleski LLC Certified Public Accountants February 17, 2005 Carmel, Indiana

Brown, Edwards & Company, LLP 1969 Lee Highway Bristol, VA 24201 PHONE: 276-466-5248 FAX: 276-466-9241

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Greeneville Limited Partnership

We have audited the accompanying balance sheet of Greeneville Limited Partnership as of December 31, 2004, and the related statements of operations, partners' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Greeneville Limited Partnership as of December 31, 2003, and for the year then ended were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those statements in their report dated February 15, 2004.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Greeneville Limited Partnership as of December 31, 2004, and the results of its operations, changes in partners' deficit, and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated February 15, 2005 on our consideration of Greeneville Limited Partnership's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the result of our audit.

/s/ Brown, Edwards, & Company LLLP February 15, 2005

Thomas C. Cunningham, CPA PC 23 Moore Street Bristol, VA 24201 PHONE: 276-669-5531 FAX: 276-669-5576

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Greeneville Limited Partnership

I have audited the accompanying balance sheets of Greeneville Limited Partnership as of December 31, 2003 and 2002, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with auditing standards generally accepted in the United States and Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Greeneville Limited Partnership as of December 31, 2003 and 2002, and the results of its operations, changes in partners' deficit, and its cash flows for the years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, I have also issued my report dated February 15, 2004 on my consideration of Greeneville Limited Partnership's internal control over financial reporting and on my tests of its compliance with certain provisions of laws and regulations.

/s/ Thomas C. Cunningham, CPA PC February 15, 2004

Brown, Edwards & Company LLP 1969 Lee Highway Bristol, VA 24201 PHONE: 276-466-5248 FAX: 276-466-9241

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Pulaski Village Limited Partnership

We have audited the accompanying balance sheet of Pulaski Village Limited Partnership as of December 31, 2004, and the related statements of operations, partners' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Pulaski Village Limited Partnership as of December 31, 2003, and for the year then ended were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those statements in their report dated February 15, 2004.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pulaski Village Limited Partnership as of December 31, 2004, and the results of its operations, changes in partners' deficit, and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated February 15, 2005 on our consideration of Pulaski Village Limited Partnership's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit..

/s/ Brown, Edwards & Company LLP February 15, 2005

Thomas C. Cunningham, CPA PC 23 Moore Street Bristol, VA 24201 PHONE: 276-669-5531 FAX: 276-669-5576

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Pulaski Village Limited Partnership

I have audited the accompanying balance sheets of Pulaski Village Limited Partnership as of December 31, 2003 and 2002, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pulaski Village Limited Partnership as of December 31, 2003 and 2002, and the results of its operations, changes in partners' deficit, and its cash flows for the years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, I have also issued my report dated February 15, 2004 on my consideration of Pulaski Village Limited Partnership's internal control over financial reporting and on my tests of its compliance with certain provisions of laws and regulations.

/s/ Thomas C. Cunningham, CPA PC February 15, 2004

Simmons and Clubb 410 S. Orchard, Suite 156 Boise, ID 83705 PHONE: 208-336-6800 FAX: 208-343-2381

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Teton View Limited Partnership Boise, Idaho

We have audited the accompanying balance sheets of Teton View Limited Partnership as of December 31, 2004 and 2003, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the USDA, Rural Housing Service Audit Program issued in December 1989. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Teton View Limited Partnership as of December 31, 2004 and 2003, and the results of its operations, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated February 8, 2005, on our consideration of Teton View Limited Partnership's internal control and on its compliance with laws and regulations. This report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

The partnership's tax returns have been filed allowing the partners to claim a benefit of a low income housing tax credit. Because the compliance and qualification standards of the low income tax housing tax credit are not related to the interest credit agreement and loan agreement, and because the low income housing tax credit related to income taxes which are the responsibility of each individual partner, the scope of our audit was not designed or intended to audit the partnership's compliance with the low income housing tax credit laws. Accordingly, our audit cannot be relied upon to give assurance with regard to the partnerships compliance with any of the low income housing tax credit laws.

/s/ Roger Clubb Simmons and Clubb Certified Public Accountants Boise, Idaho February 8, 2005

Simmons and Clubb 410 S. Orchard, Suite 156 Boise, ID 83705 PHONE: 208-336-6800 FAX: 208-343-2381

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Pleasant Valley Housing Limited Partnership Boise, Idaho

We have audited the accompanying balance sheets of Pleasant Valley Housing Limited Partnership as of December 31, 2004 and 2003, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the USDA, Rural Housing Service Audit Program issued in December 1989. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pleasant Valley Housing Limited Partnership as of December 31, 2004 and 2003, and the results of its operations, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated February 9, 2005, on our consideration of Pleasant Valley Housing Limited Partnership's internal control and on its compliance with laws and regulations. This report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

The partnership's tax returns have been filed allowing the partners to claim a benefit of a low income housing tax credit. Because the compliance and qualification standards of the low income tax housing tax credit are not related to the interest credit agreement and loan agreement, and because the low income housing tax credit related to income taxes which are the responsibility of each individual partner, the scope of our audit was not designed or intended to audit the partnerships compliance with the low income housing tax credit laws. Accordingly, our audit cannot be relied upon to give assurance with regard to the partnerships compliance with any of the low income housing tax credit laws.

/s/ Roger Clubb Simmons and Clubb Certified Public Accountants Boise, Idaho February 9, 2005

Dixon Hughes PLLC 1829 Eastchester Drive - P.O. Box 2646 High Point, NC 27261-2646 PHONE: 336-889-5156 FAX: 336-889-6168

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Eagles Bay Limited Partnership Raleigh, North Carolina

We have audited the accompanying balance sheets of Eagles Bay Limited Partnership as of December 31, 2004 and 2003 and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Eagles Bay Limited Partnership as of December 31, 2004 and 2003 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 26, 2005 on our consideration of Eagles Bay Limited Partnership's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements and other matters. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information on page 10 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Dixon Hughes PLLC Certified Public Accountants and Advisors January 26, 2005

Dixon Hughes PLLC 1829 Eastchester Drive - P.O. Box 2646 High Point, NC 27261-2646 PHONE: 336-889-5156 FAX: 336-889-6168

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Stone Arbor Limited Partnership Raleigh, North Carolina

We have audited the accompanying balance sheets of Stone Arbor Limited Partnership as of December 31, 2004 and 2003 and the related statements of operations, partners' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Stone Arbor Limited Partnership as of December 31, 2004 and 2003 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 26, 2005 on our consideration of Stone Arbor Limited Partnership's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit.

/s/ Dixon Hughes PLLC Certified Public Accountants and Advisors January 26, 2005

Dixon Hughes PLLC 1829 Eastchester Drive - P. O. Box 2646 High Point, NC 27261-2646 PHONE: 336-889-5156 FAX: 336-889-6168

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Suncrest Limited Partnership Raleigh, North Carolina

We have audited the accompanying balance sheet of Suncrest Limited Partnership as of December 31, 2004 and 2003 and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Suncrest Limited Partnership as of December 31, 2004 and 2003 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 31, 2005 on our consideration of Suncrest Limited Partnership's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit.

/s/ Dixon Hughes PLLC Certified Public Accountants and Advisors January 31, 2005

Dixon Hughes PLLC 1829 Eastchester Drive - P.O. Box 2646 High Point, NC 27261-2646 PHONE: 336-889-5156 FAX: 336-889-6168

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Woodcroft Limited Partnership Raleigh, North Carolina

We have audited the accompanying balance sheets of Woodcroft Limited Partnership as of December 31, 2004 and 2003 and the related statements of operations, partners' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Woodcroft Limited Partnership as of December 31, 2004 and 2003 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 29, 2005 on our consideration of Woodcroft Limited Partnership's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit.

/s/ Dixon Hughes PLLC Certified Public Accountants and Advisors January 29, 2005

Brockway, Gersbach, McKinnon & Niemeier, P.C. P.O. Box 4083 Temple, TX 76505-4083 PHONE: 254-773-9907 FAX: 254-773-1570

INDEPENDENT AUDITORS' REPORT ----------------------------

The Partners Mabank 1988 Limited Temple, Texas

We have audited the balance sheet of Mabank 1988 Limited (a Texas limited partnership) as of December 31, 2004 and 2003 and the related statements of partners' deficit, operations, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mabank 1988 Limited as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our report dated February 11, 2005 on our consideration of Mabank 1988 Limited's internal control and on its compliance with laws and regulations applicable to the financial statements. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

Our audits were made for the purpose of forming an opinion on the basic financial statement taken as a whole. The supplemental information on pages 10 through 19 are presented for purposes of additional analysis and are not a required part of the basic financial statements. The supplemental information presented in the Year End Report/Analysis (Form FmHA 1930-8); Statement of Actual Budget and Income (Form 1930-7) for the year ended December 31, 2004, and the other Supplemental Data Required by the USDA Rural Development, are presented for purposes of complying with the requirements of USDA Rural Development and are not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Brockway, Gersbach, McKinnon & Niemeier, P.C. Certified Public Accountants February 11, 2005

Mercer & Associates, P.C. 525 Madison Street, Suite 100 Huntsville, AL 35801 PHONE: 256-536-4318 FAX: 256-533-7193

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Hunter's Ridge, Ltd.

We have audited the accompanying balance sheet of Hunter's Ridge, Ltd., (a limited partnership) as of December 31, 2004 and 2003, and the related Statement of Operations, Partners' Capital and Cash Flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards for financial and compliance audits issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hunter's Ridge, Ltd., as of December 31, 2004 and 2003, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have issued a report dated February 20, 2005 on our consideration of Hunter's Ridge, Ltd's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants.

/s/ Mercer & Associates, P.C. Certified Public Accountants January 27, 2005

Kenneth C. Boothe & Company, P.C. 1001 East Farm Road 700 Big Spring, TX 79720 PHONE: 413-263-1324 FAX: 413-263-2124

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners, Casa Linda Limited Partnership

We have audited the accompanying balance sheets of Casa Linda Limited Partnership as of December 31, 2004 and 2003, and the related statements of income, changes in partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Casa Linda Limited Partnership as of December 31, 2004 and 2003, and the results of its operations, changes in partners equity, and cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the Comptroller General of the United States, we have also issued a report dated February 2, 2005, on our consideration of Casa Linda Limited Partnership's internal control structure and its compliance with laws and regulations.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on Pages 17 through 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Kenneth C. Boothe & Company, P.C. Certified Public Accountants February 2, 2005 Big Spring, Texas

Kenneth C. Boothe & Company, P.C. 1001 East Farm Road 700 Big Spring, TX 79720 PHONE: 432-263-1324 FAX: 432-263-2124

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners, La Villa Elena Limited Partnership

We have audited the accompanying balance sheets of La Villa Elena Limited Partnership as of December 31, 2004 and 2003, and the related statements of income, changes in partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of La Villa Elena Limited Partnership as of December 31, 2004 and 2003, and the results of its operations, changes in partners' equity, and cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the Comptroller General of the United States, we have also issued a report dated February 2, 2005, on our consideration of La Villa Elena Limited Partnership's internal control structure and its compliance with laws and regulations.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on Pages 16 through 17 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Kenneth C. Boothe & Company, P.C. Certified Public Accountants February 2, 2005 Big Spring, Texas

Kenneth C. Boothe & Company, P.C. 1001 East Farm Road 700 Big Spring, TX 79720 PHONE: 432-263-1324 FAX: 432-263-2124

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners, Rio Abajo Apartments Limited Partnership

We have audited the accompanying balance sheets of Rio Abajo Apartments Limited Partnership as of December 31, 2004 and 2003, and the related statements of income, changes in partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rio Abajo Apartments Limited Partnership as of December 31, 2004 and 2003, and the results of its operations, changes in partners' equity, and cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the Comptroller General of the United States, we have also issued a report dated February 2, 2005, on our consideration of Rio Abajo Apartments Limited Partnership's internal control structure and on its compliance with laws and regulations.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on Pages 16 through 17 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Kenneth C. Boothe & Company, P.C. Certified Public Accountants February 2, 2005 Big Spring, Texas

Kenneth C. Boothe & Company, P.C. 1001 East Farm Road 700 Big Spring, TX 79720 PHONE: 432-263-1324 FAX: 432-263-2124

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Sage Limited Partnership

We have audited the accompanying balance sheets of Sage Limited Partnership as of December 31, 2004 and 2003, and the related statements of income, changes in partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sage Limited Partnership as of December 31, 2004 and 2003, and the results of its operations, changes in partner's equity, and cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards issued by the Comptroller General of the United States, we have also issued a report dated February 2, 2005, on our consideration of Sage Limited Partnership's internal control structure and its compliance with laws and regulations.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on Pages 17 through 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Kenneth C. Boothe & Company, P.C. Certified Public Accountants February 2, 2005 Big Spring, Texas

Mesarvey, Russell & Co. LLC 3170 Presidential Drive Fairborn, OH 45324 PHONE: 937-320-1717 FAX: 937-320-1818

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Rural Development Laynecrest Associates Limited Partnership Hillsboro, Ohio

We have audited the accompanying balance sheets of Laynecrest Associates Limited Partnership, Rural Development Case No. 41-012-311173675, as of December 31, 2004 and 2003, and the related statements of income, changes in partners' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States and the U.S. Department of Agriculture, Rural Development "Audit Program". Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Laynecrest Associates Limited Partnership, as of December 31, 2004 and 2003 and the results of its operations, changes in partners deficit, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our reports dated January 26, 2005 on our consideration of Laynecrest Associates Limited Partnership's internal control over financial reporting and our tests of its compliance with laws and regulations, contracts and grant agreements and other matters. The purpose of these reports is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting and compliance. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Mesarvey, Russell & Co., LLC A Limited Liability Company Independent Certified Public Accountants January 26, 2005

Mesarvey, Russell & Co. LLC 3170 Presidential Drive Fairborn, OH 45324 PHONE: 937-320-1717 FAX: 937-320-1818

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Rural Development Martindale Limited Partnership Hillsboro, Ohio

We have audited the accompanying balance sheets of Martindale Limited Partnership, Rural Development Case No. 41-057-311153919, as of December 31, 2004 and 2003, and the related statements of income, changes in Partners' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States and the U.S. Department of Agriculture, Rural Development "Audit Program". Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Martindale Limited Partnership, as of December 31, 2004 and 2003 and the results of its operations, changes in its Partners' deficit, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated February 3, 2005 on our consideration of Martindale Limited Partnership's internal control over financial reporting and a report dated February 3, 2005 on its compliance with laws and regulations, contracts and grant agreements and other matters. The purpose of these reports is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. These reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

/s/ Mesarvey, Russell & Co., LLC A Limited Liability Company Independent Certified Public Accountants February 3, 2005

Johnson, Hickey & Murchison, P.C. 651 East Fourth Street, Suite 200 Chattanooga, TN 37403-1924 PHONE: 423-756-0052 FAX: 423-267-5945

INDEPENDENT AUDITORS' REPORT ----------------------------

To the General Partners of Robinhood Apartments, Ltd.:

We have audited the accompanying balance sheets of Robinhood Apartments, Ltd. as of December 31, 2004 and 2003, and the related statements of operations, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Robinhood Apartments, Ltd. as of December 31, 2004 and 2003, and the results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 26, 2005, on our consideration of the partnership's internal control over financial reporting and on its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Johnson, Hickey & Murchison, P.C. Certified Public Accountants January 26, 2005

Johnson, Hickey & Murchison, P.C. 651 East Fourth Street, Suite 200 Chattanooga, TN 37403-1924 PHONE: 423-756-0052 FAX: 423-267-5945

INDEPENDENT AUDITORS' REPORT ----------------------------

To the General Partners of Skyview Terrace, Ltd.:

We have audited the accompanying balance sheets of Skyview Terrace, Ltd. as of December 31, 2004 and 2003, and the related statements of operations, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Skyview Terrace, Ltd. as of December 31, 2004 and 2003, and the results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 20, 2005, on our consideration of the partnership's internal control over financial reporting and on its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Johnson, Hickey & Murchison, P.C. Certified Public Accountants January 20, 2005

Donald W. Causey & Associates, P.C. 516 Walnut Street - P.O. Box 775 Gadsden, AL 35902 PHONE: 256-543-3707 FAX: 256-543-9800

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Riverside Apartments, Ltd. Demopolis, Alabama

We have audited the accompanying balance sheets of Riverside Apartments, Ltd., a limited partnership, RHS Project No.: 01-046-630978050 as of December 31, 2004 and 2003, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Riverside Apartments, Ltd., RHS Project No.: 01-046-630978050 as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 11 through 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I and II for the year ended December 31, 2004 and 2003, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report dated February 23, 2005 on our consideration of Riverside Apartments, Ltd's internal control over financial reporting and on our tests of its compliance with certain provisions of laws and regulations. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Donald W. Causey & Associates, P.C. Certified Public Accountants Gadsden, Alabama February 23, 2005

The Jeffries Group 1277 Victor Road Atlanta, GA 30324 PHONE: 404-231-4353 FAX: 404-231-4338

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Brookshire Apartments, L.P.

We have audited the accompanying balance sheet of Brookshire Apartments, L.P., RHS Project No. 10-075-581765612), as of December 31, 2004 and 2003 and the related statements of income, changes in partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with U.S. generally accepted auditing standards and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Brookshire Apartments, L.P., RHS Project No.: 10-075-581765612, as of December 31, 2004 and 2003, and the results in its operations, changes in partners' capital, and cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our report dated February 2, 2005 on our consideration of Brookshire Apartments, L.P. internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information on pages 13 through 16 and 20 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ The Jeffries Group Certified Public Accountants Federal Employer Identification Atlanta, Georgia Number: 58-1976245 February 2, 2005 Lead Auditor: Lewis M. Jeffries, CPA

The Jeffries Group 1277 Victor Road Atlanta, Georgia 30324 PHONE: 404-231-4353 FAX: 404-231-4338

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Sandridge Apartments, Ltd.

We have audited the accompanying balance sheet of Sandridge Apartments, Ltd., RHS Project No. 058-17569-49, as of December 31, 2004 and 2003, and the related statements of income, changes in partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sandridge Apartments, Ltd., RHS Project No.: 058-17569-49, as of December 31, 2004 and 2003, and the results in its operations, changes in partners' capital, and cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued our report dated February 2, 2005 on our consideration of Sandridge Apartments', Ltd. internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants.

/s/ The Jeffries Group Certified Public Accountants Federal Employer Identification Atlanta, Georgia Number: 58-1976245 February 2, 2005 Lead Auditor: Lewis M. Jeffries, CPA

Chester M. Kearney, CPA 12 Dyer Street Presque Isle, ME 04769-1550 PHONE: 207-764-3171 FAX: 207-764-6362

INDEPENDENT AUDITORS' REPORT ----------------------------

Limestone Estates Caribou, Maine To the Partners

We have audited the accompanying balance sheets of Limestone Estates, (a limited partnership) as of December 31, 2004 and 2003, and the related statements of operations, partners' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Limestone Estates as of December 31, 2004 and 2003, and the results of its operations, partners' deficit and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued a report dated February 1, 2005 on our consideration of Limestone Estates' internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Chester M. Kearney, CPA Certified Public Accountants Presque Isle, Maine February 1, 2005

Habif, Arogeti & Wynne, LLP 5565 Glenridge Connector, Suite 200 Atlanta, GA 30342 PHONE: 404-892-9651 FAX: 404-876-3913

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Longleaf Apartments, Ltd.

We have audited the accompanying balance sheets of LONGLEAF APARTMENTS, LTD. (Rural Development Case No. 10-065-581788240), a Georgia limited partnership, as of December 31, 2004 and 2003, and the related statements of operations, changes in partners' accumulated deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial statement audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and the Rural Development Services Office of the U.S. Department of Agriculture, formerly known as the Farmers Home Administration, Audit Program. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of LONGLEAF APARTMENTS, LTD. as of December 31, 2004 and 2003, and the results of its operations, its changes in partners' accumulated deficit, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards, we have also issued our report dated January 14, 2005, on our consideration of LONGLEAF APARTMENTS, LTD's internal control and our report dated January 14, 2005, on its compliance with laws and regulations applicable to the financial statements. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audits.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 12 - 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Habif, Arogeti & Wynne, LLP Certified Public Accountants Atlanta, Georgia January 14, 2005

Fentress, Brown, CPAs & Associates, LLC 8001 Ravines Edge Court, Suite 112 Columbus, OH 43235-5423 PHONE: 614-825-0011 FAX: 614-825-0014

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners of Rural Housing Service Crestwood Villa 2 Limited Partnership Servicing Office DBA Applewood Apartments Findlay, Ohio Mansfield, Ohio

We have audited the accompanying balance sheets of Crestwood Villa 2 Limited Partnership (a limited partnership), DBA Applewood Apartments, Case No. 41-017-314612174, as of December 31, 2004 and 2003, and the related statements of income, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program" issued in December 1989. Those standards require that we plan and perform our audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Crestwood Villa 2 Limited Partnership, DBA Applewood Apartments, Case No. 41-017-314612174, at December 31, 2004 and 2003, and the results of its operations, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

In accordance with Government Auditing Standards and the U.S. Department of Agriculture, Farmers Home Administration "Audit Program," issued in December 1989, we have also issued a report dated January 26, 2005, on our consideration of Crestwood Villa 2 Limited Partnership's internal control and on compliance with specific requirements applicable to Rural Housing Service Programs. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Fentress, Brown, CPAs & Associates, LLC Certified Public Accountants Columbus, Ohio January 26, 2005

Brenda P. McElwee, P.C. P.O. Box 2260 Rockport, TX 78381 PHONE: 361-729-9150 FAX: 361-729-9216

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Fairview South, Ltd.

We have audited the accompanying balance sheets of Fairview South, Ltd. (a Texas Limited Partnership) Project No: 50-007-752209166-01-3 as of December 31, 2004 and 2003, and the related statements of partners' equity (deficit), operations, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits

We conducted our audits in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fairview South, Ltd. as of December 31, 2004 and 2003, and the results of its operations, changes in partners' equity (deficit) and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information on pages 11-12 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report dated March 2, 2005 on our consideration of Fairview South, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws and contracts. This report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Brenda P. McElwee, P.C. Certified Public Accountant March 2, 2005

Brenda P. McElwee, P.C. P.O. Box 2260 Rockport, TX 78381 PHONE: 361-729-9150 FAX: 361-729-9216

INDEPENDENT AUDITORS' REPORT ----------------------------

To the Partners Southwood Apartments, Ltd.

We have audited the accompanying balance sheets of Southwood Apartments, Ltd. (a Texas Limited Partnership) Project No: 49-037-752236420-01-6 as of December 31, 2004 and 2003, and the related statements of partners' equity (deficit), operations, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Southwood Apartments, Ltd. as of December 31, 2004 and 2003, and the results of its operations, changes in partners' equity (deficit) and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 11-12 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

In accordance with Government Auditing Standards, we have also issued a report dated March 5, 2005 on our consideration of Southwood Apartments, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws and contracts. This report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit.

/s/ Brenda P. McElwee, P.C. Certified Public Accountants March 5, 2005

Item 9. Changes in and disagreements with Accountants on Accounting and Financial Disclosures None. Item 9a. Controls and Procedures Within 90 days prior to the filing of this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and chief financial officers, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities and Exchange Act of 1934) was performed. Based on this evaluation, such officers have concluded that the Partnership's disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely manner to material information relating to the Partnership required to be included in this report and the Partnership's other reports that it files or submits under the Securities Exchange Act of 1934. There were no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

PART III

Item 10. Directors and Executive Officers of Gateway Gateway has no directors or executive officers. Gateway's affairs are managed and controlled by the Managing General Partner. Certain information concerning the directors and officers of the Managing General Partner are set forth below. Raymond James Tax Credit Funds, Inc. - Managing General Partner Raymond James Tax Credit Funds, Inc. is the Managing General Partner and is responsible for decisions pertaining to the acquisition and sale of Gateway's interests in the Project Partnerships and other matters related to the business operations of Gateway. Certain officers and directors of the Managing General Partner are as follows: Ronald M. Diner, age 62, is President and a Director. He is a Senior Vice President of Raymond James & Associates, Inc., with whom he has been employed since June 1983. Mr. Diner received an M.B.A. degree from Columbia University (1968) and a B.S. degree from Trinity College (1966). Prior to joining Raymond James & Associates, Inc., he managed the broker-dealer activities of Pittway Real Estate, Inc., a real estate development firm. He was previously a loan officer at Marine Midland Realty Credit Corp., and spent three years with Common, Dann & Co., a New York regional investment firm. He has served as a member of the Board of Directors of the Council for Rural Housing and Development, a national organization of developers, managers and syndicators of properties developed under the RECD Section 515 program, and is a member of the Board of Directors of the Florida Council for Rural Housing and Development. Mr. Diner has been a speaker and panel member at state and national seminars relating to the low-income housing credit. J. Davenport Mosby, age 50, is a Vice President and a Director. He is a Senior Vice President of Raymond James & Associates, Inc. which he joined in 1982. Mr. Mosby received an MBA from the Harvard Business School (1982). He graduated magna cum laude with a BA from Vanderbilt University where he was elected to Phi Beta Kappa. Raymond James Partners, Inc. - Raymond James Partners, Inc. has been formed to act as the general partner, with affiliated corporations, in limited partnerships sponsored by Raymond James Financial, Inc. Raymond James Partners, Inc. is a general partner for purposes of assuring that Gateway and other partnerships sponsored by affiliates have sufficient net worth to meet the minimum net worth requirements of state securities administrators. Information regarding the officers and directors of Raymond James Partners, Inc., is included on pages 5851 and 5952 of the Prospectus under the section captioned "Management" (consisting of pages 5649 through 5952 of the Prospectus) which is incorporated herein by reference. Item 11. Executive Compensation Gateway has no directors or officers. Item 12. Security Ownership of Certain Beneficial Owners and Management Neither of the General Partners, nor their directors and officers, own any units of the outstanding securities of Gateway as of March 31, ~~2005~~2006. Gateway is a Limited Partnership and therefore does not have voting shares of stock. To the knowledge of Gateway, no person owns of record or beneficially, more than 5% of Gateway's outstanding units. Item 13. Certain Relationships and Related Transactions Gateway has no officers or directors. However, various kinds of compensation and fees are payable to the General Partners and their affiliates during the organization and operations of Gateway. Additionally, the General Partners will receive distributions from Gateway if there is cash available for distribution or residual proceeds as defined in the Partnership agreement. The amounts and kinds of compensation and fees are described on pages 13 to 15 of the Prospectus under the caption "Management Compensation", which is incorporated herein by reference. See Note 3 of Notes to Financial Statements in item 8 of this Annual Report on Form 10-K for amounts accrued or paid to the General Partners and their affiliates during the years ended March 31, 2005, 2004 and 2003. 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: Asset Management Fee - The Managing General Partner is entitled to an annual asset management fee equal to 0.45% of the aggregate cost of Gateway's interest in the projects owned by the Project Partnerships. The asset management fee will be paid only after all other expenses of Gateway have been paid. These fees are included in the Statements of Operations. Totals incurred for the years ended March 31, 2005, 2004 and 2003 were $476,680, $479,165, and $491,021 respectively. General and Administrative Expenses - Raymond James Tax Credit Funds, Inc., the Managing General Partner, is reimbursed for general and administrative expenses of Gateway on an accountable basis. These expenses are included in the Statements of Operations. Totals incurred for the years ended March 31, 2005, 2004 and 2003 were $116,631, $117,118, and $68,891 respectively. Item 14. Principal Accounting Fees & Services The aggregate fees billed by the Partnership's principal accounting firm, Spence, Marston, Bunch, Morris and Co., for professional services rendered for the audit of the annual financial statements and review of financial statements included in the Partnerships quarterly reports on Form 10-Q for the years ended March 31, 2005 and 2004 were $16,650 and $16,650, respectively. Tax - During fiscal 2005 and 2004, Spence, Marston, Bunch, Morris & Co. was engaged to prepare the Partnership's federal tax return, for which they billed $5,000. Other Fees - The Company's Audit Committee Charter requires that the Committee approve the engagement of the principal auditing firm prior to the rendering of any audit or non-audit services. During fiscal 2005, 100% of the audit related and other fees and 100% of the tax fees were pre-approved by the Audit Committee.

Item 13.  Certain Relationships and Related Transactions

   Gateway has no officers or directors. However, various kinds of compensation and fees are payable to the General Partners and their affiliates during the organization and operations of Gateway. Additionally, the General Partners will receive distributions from Gateway if there is cash available for distribution or residual proceeds as defined in the Partnership agreement. The amounts and kinds of compensation and fees are described on pages 13 to 15 of the Prospectus under the caption "Management Compensation", which is incorporated herein by reference. See Note 4 of Notes to Financial Statements in Item 8 of this Annual Report on Form 10-K for amounts accrued or paid to the General Partners and their affiliates during the years ended March 31, 2006, 2005 and 2004.

   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:

   Asset Management Fee - The Managing General Partner is entitled to an annual asset management fee equal to 0.45% of the aggregate cost of Gateway's interest in the projects owned by the Project Partnerships. The asset management fee will be paid only after all other expenses of Gateway have been paid. These fees are included in the Statements of Operations. Totals incurred for the years ended March 31, 2006, 2005 and 2004 were $464,115, $476,680, and $479,165, respectively.

   General and Administrative Expenses - Raymond James Tax Credit Funds, Inc., the Managing General Partner, is reimbursed for general and administrative expenses of Gateway on an accountable basis. These expenses are included in the Statements of Operations. Totals incurred for the years ended March 31, 2006, 2005 and 2004 were $173,378, $116,631, and $117,118, respectively.

Item 14.  Principal Accounting Fees & Services

   The aggregate fees billed by the Partnership's principal accounting firm, Reznick Group, P.C., for professional services rendered for the audit of the annual financial statements and review of financial statements included in the Partnership's quarterly report on Form 10-Q for the year ended March 31, 2006 was $26,000. The aggregate fees billed by the Partnership's former principal accounting firm, Spence, Marston, Bunch, Morris and Co., during fiscal year 2006 for review of certain quarterly reports on Form 10-Q were $1,400.

   The aggregate fees billed by Spence, Marston, Bunch, Morris and Co., for professional services rendered for the audit of the annual financial statements and review of financial statements included in the Partnerships quarterly reports on Form 10-Q for the year ended March 31, 2005 was $16,650.

   Tax - During fiscal 2006 and 2005, Spence, Marston, Bunch, Morris & Co. was engaged to prepare the Partnership's federal tax return, for which they billed $5,500 and $5,000 for 2006 and 2005, respectively.

   Other Fees - The Company's Audit Committee Charter requires that the Committee approve the engagement of the principal auditing firm prior to the rendering of any audit or non-audit services. During fiscal 2006, 100% of the audit related and other services and 100% of the tax services were pre-approved by the Audit Committee.

PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K a.(1) Financial Statements (2) Financial Statement Schedules - Schedule III - Real Estate and Accumulated Depreciation of Property Owned by Project Partnerships All other schedules are omitted because they are not applicable or not required, or because the required information is shown either in the financial statements or in the notes thereto. (3) Exhibit Index - The following are included with Form S-11, Registration No. 33-18142 and amendments and supplements thereto previously filed with the Securities and Exchange Commission. ~~Table Number 1.1 Form~~ (b) of Soliciting Dealer Agreement 1.2 Form of Escrow Agreement between Gateway Tax Credit Fund, Ltd., and Southeast Bank 2.1 Purchase and Sale Agreement, dated June 30, 1988 pertaining to the acquisition of limited partnership interests in Martindale Limited Partnership 2.2 Purchase and Sale Agreement, dated June 30, 1988 pertaining to the acquisition of limited partnership interests in Laynecrest Associates Limited Partnership 2.3 Purchase and Sale Agreement, dated August 28, 1988 pertaining to the acquisition of limited partnership interests in La Villa Elena Limited Partnership 2.4 Purchase and Sale Agreement, date August 28, 1988 pertaining to the acquisition of limited partnership interests in Rio Abajo Limited Partnership 3.1 The form of Partnership Agreement of the Partnership is included as Exhibit ~~"A" to the~~Listing Prospectus 3.1.1 Amended Certificate of Limited Partnership of Gateway Tax Credit Fund, Ltd. 3.2 Articles of Incorporation of Raymond James Partners, Inc. 3.2.1 Bylaws of Raymond James Partners, Inc. 3.3 Articles of Incorporation of Raymond James Tax Credit Funds, Inc. 3.3.1 Bylaws of Raymond James Tax Credit Funds, Inc. 3.4 Amended and Restated Agreement and Certificate of Limited Partnership of Martindale Limited Partnership 3.5 Amended and Restated Agreement and Certificate of Limited Partnership of Laynecrest Associates Limited 3.6 Amended and Restated Agreement and Certificate of Limited Partnership of La Villa Elena Limited Partnership 3.7 Amended and Restated Agreement and Certificate of Limited Partnership of Rio Abajo Limited Partnership 3.8 Amended and Restated Agreement of Village Apartments of Fortville II, L.P. is included as Exhibit ~~E to the document included as Exhibit 2.5~~ ~~3.9 Amended and Restated Partnership Agreement of Village Apartments of Summitville II, L.P. is~~Number Description included as Exhibit E to the document included as Exhibit 2.6 3.10 Amended and Restated Partnership Agreement of Village Apartments of Madison, Ltd. is included as Exhibit E to the document included as Exhibit 2.7 3.11 Amended and Restated Partnership Agreement of Village Apartments of Monroe Family, Ltd. is included as Exhibit E to the document included as Exhibit 2.8 3.12 Amended and Restated Partnership Agreement of Village Apartments of Longleaf Apartments, Ltd. is included as Exhibit E to the document included as Exhibit 2.9 3.13 Amended and Restated Partnership Agreement of Village Apartments of Hannah's MillApartments, Ltd. is included as Exhibit E to the document included as Exhibit 2.10 3.14 Amended and Restated Partnership Agreement of Village Apartments of Sylacauga Garden Apartments III, Ltd. 3.15 Amended and Restated Partnership Agreement of Suncrest Limited Partnership is included as Exhibit E to the document included as Exhibit 2.12 3.16 Amended and Restated Partnership Agreement of Dunbarton Oaks III, Limited Partnership 3.17 Amended and Restated Partnership Agreement of Brandywine III Limited Partnership 3.18 Amended and Restated Partnership Agreement of Concord IV Limited Partnership 3.19 Amended and Restated Partnership Agreement of Mulberry Hill IV Associates Limited Partnership 3.20 Amended and Restated Partnership Agreement of Federal Manor Limited Partnership 3.21 Amended and Restated Partnership Agreement of Laurel Apartments Limited Partnership 3.22 Amended and Restated Partnership Agreement of Casa Linda Limited Partnership 3.23 Amended and Restated Partnership Agreement of Rivermeade Associates 3.24 Amended and Restated Partnership Agreement of Keysville Limited Partnership 3.25 Amended and Restated Partnership Agreement of Laurel Woods Associates 3.26 Amended and Restated Partnership Agreement of Meadows Associates 3.27 Amended and Restated Partnership Agreement of Riverside Apts., Ltd. 3.28 Amended and Restated Partnership Agreement of Limestone Estates, Ltd. 3.29 Amended and Restated Partnership Agreement of Sandridge Apts., Ltd. 3.30 Amended and Restated Partnership Agreement of Brookshire Apts., Ltd. 3.31 Amended and Restated Partnership Agreement of Teton View Apts., Ltd. 3.32 Amended and Restated Partnership Agreement of Eagle's Bay Ltd. Partnership 3.33 Amended and Restated Partnership Agreement of Sage, Ltd. 3.34 Amended and Restated Partnership Agreement of Albany, Ltd. 3.35 Amended and Restated Partnership Agreement of Burkesville, Ltd. 3.36 Amended and Restated Partnership Agreement of Scotts Hill, Ltd. 3.37 Amended and Restated Partnership Agreement of Claremont Housing, Ltd. 3.38 Amended and Restated Partnership Agreement of Village Apartments of Sparta Ltd. 3.39 Amended and Restated Partnership Agreement of Crosstown Seniors Limited Dividend Housing Association Ltd. 3.40 Amended and Restated Partnership Agreement of Village Apartments of Divernon Ltd. 3.41 Amended and Restated Partnership Agreement of Oakwood Apartments Ltd. 3.42 Amended and Restated Partnership Agreement of Middleport Ltd. 3.43 Amended and Restated Partnership Agreement of Village Apartments of Morgantown Ltd. 3.44 Amended and Restated Partnership Agreement of Lakewood Apartments Ltd. 3.45 Amended and Restated Partnership Agreement of Mabank 1988 Limited 3.46 Amended and Restated Partnership Agreement of Ashburn Housing Ltd. L.P. 3.47 Amended and Restated Partnership Agreement of Cuthbert Elderly Housing, Ltd. 3.48 Amended and Restated Partnership Agreement of Buena Vista Housing, Ltd. L.P. 3.49 Amended and Restated Partnership Agreement of Spring Creek Apts., Ltd. 3.50 Amended and Restated Partnership Agreement of Milton Elderly Housing, Ltd., L.P. 3.51 Amended and Restated Partnership Agreement of Sandhill Forest, Ltd. 3.52 Amended and Restated Partnership Agreement of Oakwood Grove, Ltd. 3.53 Amended and Restated Partnership Agreement of Hastings Manor, Ltd. 3.54 Amended and Restated Partnership Agreement of Robinhood Apts., Ltd. 3.55 Amended and Restated Partnership Agreement of Skyview Terrace Apts., Ltd. 3.56 Amended and Restated Partnership Agreement of Stone Arbor Ltd. 3.57 Amended and Restated Partnership Agreement of Woodcroft Ltd. 3.58 Amended and Restated Agreement of Limited Partnership of Winder Apartments, Ltd., L.P. 3.59 Amended and Restated Partnership Agreement of Spring Creek Apartments, Ltd. 3.60 Amended and Restated Agreement of Limited Partnership of Hunters Ridge, Ltd. 8.1 Tax opinion and consent of Schifino & Fleischer, P.A. 24.1 Consent of Spence, Marston & Bunch, Certified Public Accountants 24.2 The consent of Gerald D. Myers, CPA 24.3 The consent of Kenneth Leventhal & Company 24.4 The consent of Schifino & Fleischer, P.A., to all references made to them in the Prospectus included as a part of the Registration Statement of Gateway Tax Credit Fund, Ltd., and all amendments thereto, is included in their opinions filed as Exhibit 8.1 to the Registration Statement 28.1 Table VI (Acquisition of Properties by Program) of Appendix II to Industry Guide 5, Preparation of Registration Statements Relating to Interests in Real Estate Limited Partnerships Prospectus dated March 2, 1988 b. Reports filed on Form 8-K - NONE c. Exhibits filed with this Report - NONE

3.1      Amended Certificate of Limited Partnership of Gateway Tax Credit Fund, Ltd. (Filed as
         an Exhibit to Registration Statement on Form S-11, File No. 33-18142 and incorporated
         herein by reference.)
4.1      The form of Partnership Agreement of the Partnership (included as Exhibit "A" to the          Prospectus and incorporated herein by reference.)
16       Letter of Spence, Marston, Bunch, Morris and Co. (filed as Exhibit 16 to Report on Form
         8-K filed January 12, 2006 and incorporated herein by reference.)
23       The consent of Reznick Group, P.C. (Filed herewith.)
23       The consent of Spence, Marston, Bunch, Morris & Co. (Filed herewith.)
31.1     Certification required by Rule 15d-14(a).  (Filed herewith.)
31.2     Certification required by Rule 15d-14(a).  (Filed herewith.)
32       Certification required by Rule 15d-14(b).  (Filed herewith.)

b.   Reports filed on Form 8-K

Item 4.01 Changes in Registrant's Certifying Accountant, Form 8-K (Filed January 12, 2006 and
   incorporated herein by reference.)

Item 4.01 Changes in Registrant's Certifying Accountant, form 8-K (Filed January 5, 2006 and
   incorporated herein by reference.)

Item 8.01 Other Events, form 8-K (Filed August 12, 2005 and incorporated herein by reference.)

GATEWAY TAX CREDIT FUND, LTD. SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN AS OF DECEMBER 31, ~~2004~~2005 ~~Apartment~~ The ~~Properties~~following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon, as of December 31, 2005:

Partnership -----------	Location --------	# of Units -----	Mortgage Loan Balance -------------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts. Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Casa Linda Rivermeade Laurel Woods Keysville Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	Medway, OH Union, OH Bernalillo, NM Truth or Consequences, NM Fortville, IN Summitville, IN Yanceyville, NC Millsboro, DE Perryville, MD Georgetown, DE Federalsburg, MD Laurel, DE Easton, MD Madison, OH Thomaston, GA Cairo, GA Sylacauga, AL Monroe, GA Silver City, NM Yorktown, VA Ashland, VA Keysville, VA Kalamazoo, MI Demopolis, AL McDonough, GA Fernandina Beach, FL Limestone, ME Beaufort, NC Rigby, ID Albany, KY Burkesville, KY Scotts Hill, TN Gallup, NM Cascade, ID Middleport, NY Columbus, NE Morgantown, IN Ashburn, GA Cuthbert, GA Melrose, FL Crescent City, FL Hastings, FL Norfolk, NE Springfield, TN Springfield, TN Mabank, TX Buena Vista, GA Elizabethtown, NC Quitman, GA Cherokee, AL Milton, FL Winder, GA Killen, AL Madison, NC Greeneville, TN Centralia, IL Poteau, OK Barling, AR Booneville, AR Augusta, KS Farmville, VA Kenly, NC Athens, TX Waggaman, LA Middlefield, OH Floresvile, TX Mathis, TX Sabinal, TX Kingsland, TX Crestline, OH Poteau, OK Decatur, AR Broken Bow, OK Grove, OK Grangeville, ID Hartwell, GA Pulaski, VA Jacksonville, TX	48 30 54 42 24 24 40 32 32 32 32 32 16 40 50 36 45 48 41 80 40 24 201 40 46 46 25 40 40 24 24 12 44 16 25 24 24 41 32 16 36 24 72 48 48 42 25 32 18 24 43 48 40 40 40 24 32 48 50 66 40 48 44 43 36 40 36 24 34 36 19 24 46 42 32 24 44 40	$ 1,442,147 919,680 1,442,466 1,369,972 660,422 721,112 1,447,496 1,066,858 1,065,572 1,082,298 1,138,419 1,109,075 583,130 1,279,179 1,446,382 952,562 1,386,491 1,438,120 1,355,412 2,504,115 1,251,620 743,361 3,894,630 1,140,922 1,366,964 1,293,203 1,130,787 1,455,964 1,405,321 723,539 726,991 403,175 1,448,578 433,775 933,083 774,727 777,313 1,037,555 808,003 459,943 997,276 688,357 2,393,478 1,441,783 1,304,022 1,094,495 646,186 1,136,904 483,525 864,934 1,064,876 1,398,333 1,149,672 1,465,637 1,184,924 788,491 568,673 878,901 1,332,556 1,891,119 1,307,493 1,316,664 1,049,377 1,035,824 1,171,165 1,021,201 860,389 595,273 832,737 1,055,232 455,802 761,655 1,459,954 1,225,359 1,131,167 660,403 1,367,563 937,099 ------------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts. Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Casa Linda Laurel Woods Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	Medway, OH Union, OH Bernalillo, NM Truth or Consequences, NM Fortville, IN Summitville, IN Yanceyville, NC Millsboro, DE Perryville, MD Georgetown, DE Federalsburg, MD Laurel, DE Easton, MD Madison, OH Thomaston, GA Cairo, GA Sylacauga, AL Monroe, GA Silver City, NM Ashland, VA Kalamazoo, MI Demopolis, AL McDonough, GA Fernandina Beach, FL Limestone, ME Beaufort, NC Rigby, ID Albany, KY Burkesville, KY Scotts Hill, TN Gallup, NM Cascade, ID Middleport, NY Columbus, NE Morgantown, IN Ashburn, GA Cuthbert, GA Melrose, FL Crescent City, FL Hastings, FL Norfolk, NE Springfield, TN Springfield, TN Mabank, TX Buena Vista, GA Elizabethtown, NC Quitman, GA Cherokee, AL Milton, FL Winder, GA Killen, AL Madison, NC Greeneville, TN Centralia, IL Poteau, OK Barling, AR Booneville, AR Augusta, KS Farmville, VA Kenly, NC Athens, TX Waggaman, LA Middlefield, OH Floresvile, TX Mathis, TX Sabinal, TX Kingsland, TX Crestline, OH Poteau, OK Decatur, AR Broken Bow, OK Grove, OK Grangeville, ID Hartwell, GA Pulaski, VA Jacksonville, TX	48 30 54 42 24 24 40 32 32 32 32 32 16 39 50 36 42 48 41 40 201 40 46 46 25 40 40 24 24 12 44 16 25 24 24 40 32 16 36 24 72 48 48 42 24 32 18 24 43 48 40 40 40 24 32 48 48 66 40 48 44 43 36 40 36 24 34 36 19 24 46 42 32 24 44 40	$ 1,436,805 915,775 1,435,234 1,364,203 657,163 717,734 1,441,146 1,061,509 1,060,740 1,074,752 1,132,712 1,103,920 580,508 1,162,191 1,440,536 948,680 1,379,703 1,431,861 1,349,935 1,245,492 3,741,179 1,136,507 1,360,628 1,287,349 1,125,380 1,449,431 1,399,042 721,674 723,980 401,510 1,442,027 432,153 929,200 771,647 774,376 1,032,934 804,404 456,182 993,311 685,315 2,382,487 1,435,312 1,296,173 1,089,902 643,705 1,132,255 481,578 859,950 1,060,790 1,392,105 1,144,629 1,460,099 1,180,375 784,979 562,276 869,013 1,322,973 1,882,678 1,301,535 1,311,879 1,045,135 1,009,851 1,165,758 1,016,414 856,996 592,641 828,878 1,046,403 453,924 758,389 1,454,152 1,220,692 1,126,426 657,203 1,362,313 932,957
			$ 87,638,861 ============
			------------
			$ 83,731,653
			============

GATEWAY TAX CREDIT FUND, LTD. SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN AS OF DECEMBER 31, ~~2004~~2005 The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon, as of December 31, 2005:

Apartment Properties	Cost At Acquisition --------------------
Partnership -----------	Land ----	Buildings, Improvements and Equipment -------------	Net Improvements Capitalized Subsequent to Acquisition ---------------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts. Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Casa Linda Rivermeade Laurel Woods Keysville Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	$ 310,264 243,665 128,000 88,500 25,000 30,000 331,988 105,508 120,440 123,135 142,632 144,680 55,379 60,000 60,000 54,700 70,000 110,000 153,730 240,134 96,242 30,000 408,338 89,250 114,500 144,000 79,224 175,735 50,218 49,161 44,697 30,000 196,207 23,500 18,000 96,800 15,000 35,000 22,550 28,091 44,712 18,000 207,700 50,500 40,112 57,200 11,390 82,500 33,330 20,000 50,000 73,500 48,275 57,280 47,258 36,450 33,000 62,500 32,500 101,300 102,342 25,000 103,909 138,000 70,700 75,524 37,127 18,000 30,000 54,000 18,350 24,300 70,000 45,000 65,227 49,800 75,000 46,189 -----------	$ 1,533,433 928,824 1,672,703 1,610,884 780,355 849,511 1,788,595 1,154,434 1,198,338 1,205,530 1,252,927 1,156,847 652,234 1,378,177 1,754,918 1,135,966 1,521,755 1,678,673 1,518,228 2,661,910 1,301,860 793,750 5,164,734 1,329,102 1,602,613 1,476,180 1,318,259 1,752,762 972,662 865,007 838,328 465,835 1,616,554 505,789 1,132,502 862,439 940,191 1,265,760 1,006,889 544,545 1,191,986 839,600 2,754,382 1,752,851 1,424,008 1,210,248 804,816 1,402,798 575,656 589,739 1,292,395 1,692,510 1,370,214 1,813,230 1,434,138 954,070 683,016 1,049,173 1,650,087 2,280,419 1,455,858 1,588,636 1,218,102 1,340,045 1,250,957 1,050,346 1,041,038 752,263 894,081 1,317,395 564,655 945,516 1,887,868 1,513,446 1,342,952 771,529 1,650,373 1,153,440 ------------	$ 18,088 22,382 298,215 145,071 5,034 483 30,757 60,637 107,563 85,456 86,742 99,903 37,303 40,498 (2,132) 2,280 29,798 0 101,733 144,602 151,534 90,771 745,463 63,957 74,286 67,484 23,300 34,752 826,786 21,579 30,748 9,818 188,134 103,831 17,350 69,505 4,592 0 (1,144) 926 2,187 5,603 266,721 36,052 93,430 139,647 (1,979) 12,135 (1,378) 400,089 (666) (3,285) 2,327 3,554 89,847 (14,292) 0 41,191 0 0 29,993 97,839 57,197 102,260 28,570 186,192 6,225 9,852 237,417 2,488 0 0 0 0 78,210 0 130,941 45,877 ------------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts. Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Casa Linda Laurel Woods Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	$ 310,264 243,665 128,000 88,500 25,000 30,000 331,988 105,508 120,440 123,135 142,632 144,680 55,379 60,000 60,000 54,700 70,000 110,000 153,730 96,242 408,338 89,250 114,500 144,000 79,224 175,735 50,218 49,161 44,697 30,000 196,207 23,500 18,000 96,800 15,000 35,000 22,550 28,091 44,712 18,000 207,700 50,500 40,112 57,200 11,390 82,500 33,330 20,000 50,000 73,500 48,275 57,280 47,258 36,450 33,000 62,500 32,500 101,300 102,342 25,000 103,909 138,000 70,700 75,524 37,127 18,000 30,000 54,000 18,350 24,300 70,000 45,000 65,227 49,800 75,000 46,189	$ 1,533,433 928,824 1,672,703 1,610,884 780,355 849,511 1,788,595 1,154,434 1,198,338 1,205,530 1,252,927 1,156,847 652,234 1,378,177 1,754,918 1,135,966 1,521,755 1,678,673 1,518,228 1,301,860 5,164,734 1,329,102 1,602,613 1,476,180 1,318,259 1,752,762 972,662 865,007 838,328 465,835 1,616,554 505,789 1,132,502 862,439 940,191 1,265,760 1,006,889 544,545 1,191,986 839,600 2,754,382 1,752,851 1,424,008 1,210,248 804,816 1,402,798 575,656 589,739 1,292,395 1,692,510 1,370,214 1,813,230 1,434,138 954,070 683,016 1,049,173 1,650,087 2,280,419 1,455,858 1,588,636 1,218,102 1,340,045 1,250,957 1,050,346 1,041,038 752,263 894,081 1,317,395 564,655 945,516 1,887,868 1,513,446 1,342,952 771,529 1,650,373 1,153,440	$ 18,088 22,382 338,596 220,632 5,034 483 57,257 63,510 110,104 94,428 93,368 102,269 39,896 40,498 (2,132) 2,280 38,288 0 130,606 151,534 745,463 83,513 135,820 204,699 23,300 34,752 827,211 21,579 30,748 9,818 211,952 105,707 17,350 80,042 4,592 0 (1,144) 926 2,187 5,603 298,742 34,669 93,430 151,885 (1,979) 12,135 (1,378) 400,089 52,351 (3,285) 2,327 3,554 94,664 (14,292) 0 41,191 0 0 29,993 107,564 63,568 102,260 28,570 186,192 6,225 9,852 237,432 15,939 0 0 0 0 86,560 0 131,306 62,173
	$ 6,500,243 ===========	$101,693,839 ============	$ 5,922,329 ============
	-----------	------------	------------
	$ 6,230,109	$ 98,238,179	$ 6,302,976
	===========	============	============

Apartment Properties	Gross Amount At Which Carried At December 31, ~~2004~~2005 --------------------
Partnership -----------	Land ----	Buildings, Improvements and Equipment --------------	Total -----
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Casa Linda Rivermeade Laurel Woods Keysville Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	$ 324,659 251,096 187,734 103,055 25,000 30,000 349,456 30,382 35,899 27,853 86,281 40,971 20,761 60,000 60,000 54,700 70,000 110,000 158,341 251,734 106,742 34,534 600,414 93,089 142,601 147,400 79,224 181,070 87,187 49,161 44,697 30,000 269,862 29,041 18,000 98,308 15,000 35,000 22,550 28,091 44,712 18,000 268,767 50,500 40,112 108,531 11,390 82,500 33,330 20,000 50,000 73,500 48,275 57,280 47,258 36,450 33,000 62,500 32,500 101,300 105,846 25,000 82,501 138,000 70,700 76,669 37,127 18,000 30,000 54,000 18,350 24,300 70,000 45,000 65,227 49,800 75,000 34,840 -----------	$ 1,537,126 943,775 1,911,184 1,741,400 785,389 849,994 1,801,884 1,290,197 1,390,442 1,386,268 1,396,020 1,360,459 724,155 1,418,675 1,752,786 1,138,246 1,551,553 1,678,673 1,615,350 2,794,912 1,442,894 879,987 5,718,121 1,389,220 1,648,798 1,540,264 1,341,559 1,782,179 1,762,479 886,586 869,076 475,653 1,731,033 604,079 1,149,852 930,436 944,783 1,265,760 1,005,745 545,471 1,194,173 845,203 2,960,036 1,788,903 1,517,438 1,298,564 802,837 1,414,933 574,278 989,828 1,291,729 1,689,225 1,372,541 1,816,784 1,523,985 939,778 683,016 1,090,364 1,650,087 2,280,419 1,482,347 1,686,475 1,296,707 1,442,305 1,279,527 1,235,393 1,047,263 762,115 1,131,498 1,319,883 564,655 945,516 1,887,868 1,513,446 1,421,162 771,529 1,781,314 1,210,666 ------------	$ 1,861,785 1,194,871 2,098,918 1,844,455 810,389 879,994 2,151,340 1,320,579 1,426,341 1,414,121 1,482,301 1,401,430 744,916 1,478,675 1,812,786 1,192,946 1,621,553 1,788,673 1,773,691 3,046,646 1,549,636 914,521 6,318,535 1,482,309 1,791,399 1,687,664 1,420,783 1,963,249 1,849,666 935,747 913,773 505,653 2,000,895 633,120 1,167,852 1,028,744 959,783 1,300,760 1,028,295 573,562 1,238,885 863,203 3,228,803 1,839,403 1,557,550 1,407,095 814,227 1,497,433 607,608 1,009,828 1,341,729 1,762,725 1,420,816 1,874,064 1,571,243 976,228 716,016 1,152,864 1,682,587 2,381,719 1,588,193 1,711,475 1,379,208 1,580,305 1,350,227 1,312,062 1,084,390 780,115 1,161,498 1,373,883 583,005 969,816 1,957,868 1,558,446 1,486,389 821,329 1,856,314 1,245,506 ------------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Casa Linda Laurel Woods Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	$ 324,659 251,096 187,734 107,245 25,000 30,000 349,456 30,382 35,899 27,853 86,281 40,971 20,761 60,000 60,000 54,700 70,000 110,000 158,341 106,742 600,414 102,229 142,601 147,400 79,224 181,070 87,187 49,161 44,697 30,000 275,484 29,041 18,000 98,308 15,000 35,000 22,550 28,091 44,712 18,000 268,767 50,500 40,112 112,306 11,390 82,500 33,330 20,000 50,000 73,500 48,275 57,280 47,258 36,450 33,000 62,500 32,500 101,300 105,846 25,000 82,501 138,000 70,700 76,669 37,127 18,000 30,000 54,000 18,350 24,300 70,000 45,000 65,227 49,800 75,000 34,840	$ 1,537,126 943,775 1,951,565 1,812,771 785,389 849,994 1,828,384 1,293,070 1,392,983 1,395,240 1,402,646 1,362,825 726,748 1,418,675 1,752,786 1,138,246 1,560,043 1,678,673 1,644,223 1,442,894 5,718,121 1,399,636 1,710,332 1,677,479 1,341,559 1,782,179 1,762,904 886,586 869,076 475,653 1,749,229 605,955 1,149,852 940,973 944,783 1,265,760 1,005,745 545,471 1,194,173 845,203 2,992,057 1,787,520 1,517,438 1,307,027 802,837 1,414,933 574,278 989,828 1,344,746 1,689,225 1,372,541 1,816,784 1,528,802 939,778 683,016 1,090,364 1,650,087 2,280,419 1,482,347 1,696,200 1,303,078 1,442,305 1,279,527 1,235,393 1,047,263 762,115 1,131,513 1,333,334 564,655 945,516 1,887,868 1,513,446 1,429,512 771,529 1,781,679 1,226,962	$ 1,861,785 1,194,871 2,139,299 1,920,016 810,389 879,994 2,177,840 1,323,452 1,428,882 1,423,093 1,488,927 1,403,796 747,509 1,478,675 1,812,786 1,192,946 1,630,043 1,788,673 1,802,564 1,549,636 6,318,535 1,501,865 1,852,933 1,824,879 1,420,783 1,963,249 1,850,091 935,747 913,773 505,653 2,024,713 634,996 1,167,852 1,039,281 959,783 1,300,760 1,028,295 573,562 1,238,885 863,203 3,260,824 1,838,020 1,557,550 1,419,333 814,227 1,497,433 607,608 1,009,828 1,394,746 1,762,725 1,420,816 1,874,064 1,576,060 976,228 716,016 1,152,864 1,682,587 2,381,719 1,588,193 1,721,200 1,385,579 1,580,305 1,350,227 1,312,062 1,084,390 780,115 1,161,513 1,387,334 583,005 969,816 1,957,868 1,558,446 1,494,739 821,329 1,856,679 1,261,802
	$ 6,630,158 ===========	$107,486,253 ============	$114,116,411 ============
	-----------	------------	------------
	$ 6,366,617	$104,404,647	$110,771,264
	===========	============	============

Apartment Properties Partnership -----------	Accumulated Depreciation -------------	Depreciable Life ----------------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Casa Linda Rivermeade Laurel Woods Keysville Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	$ 1,189,859 687,936 809,162 707,790 468,672 511,147 698,886 843,485 895,075 888,238 904,163 899,127 464,809 699,328 944,488 623,787 1,031,785 959,700 647,259 1,665,448 928,459 551,193 2,622,786 547,108 858,924 814,500 847,165 629,619 933,472 429,804 419,939 234,247 677,123 356,626 433,756 465,927 506,415 646,070 515,870 230,294 510,247 336,299 1,602,899 901,130 798,808 663,302 402,428 474,384 288,618 273,518 652,800 872,098 464,041 605,094 856,969 510,191 408,797 671,155 1,019,118 1,400,434 874,536 626,539 812,627 507,860 586,589 463,922 326,696 240,211 329,881 612,883 342,382 560,316 971,366 898,744 772,389 403,887 1,013,007 708,042 -----------	5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 40.0 5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 33.0 5.0 - 30.0 5.0 - 30.0 5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 40.0 5.0 - 30.0 5.0 - 30.0 5.0 - 27.5 5.0 - 50.0 5.0 - 27.5 5.0 - 40.0 5.0 - 40.0 5.0 - 40.0 5.0 - 40.0 5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 27.5 5.0 - 30.0 5.0 - 30.0 5.0 - 35.0 5.0 - 35.0 5.0 - 40.0 5.0 - 30.0 5.0 - 50.0 5.0 - 50.0 5.0 - 35.0 5.0 - 30.0 5.0 - 50.0 5.0 - 40.0 5.0 - 30.0 5.0 - 30.0 5.0 - 50.0 5.0 - 50.0 5.0 - 50.0 5.0 - 27.5 5.0 - 27.5 5.0 - 25.0 5.0 - 25.0 5.0 - 25.0 5.0 - 25.0 5.0 - 27.5 5.0 - 40.0 5.0 - 25.0 5.0 - 40.0 5.0 - 27.5 5.0 - 50.0 5.0 - 50.0 5.0 - 50.0 5.0 - 50.0 5.0 - 33.0 5.0 - 25.0 5.0 - 25.0 5.0 - 25.0 5.0 - 25.0 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 25.0
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Casa Linda Laurel Woods Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	$ 1,255,008 728,638 866,880 759,042 496,225 540,739 739,982 886,930 943,659 940,801 953,905 946,097 489,801 742,471 1,000,881 660,323 1,094,834 1,018,998 692,842 983,705 2,802,067 584,089 920,521 872,425 893,107 666,271 996,513 451,604 441,175 251,201 730,907 379,958 462,763 492,449 539,833 686,929 547,993 244,314 538,741 356,525 1,719,580 944,715 841,717 714,600 428,261 500,956 306,949 298,147 694,583 926,272 490,247 639,226 914,244 544,190 436,117 713,122 1,082,125 1,487,204 927,058 669,863 864,405 542,637 624,317 487,656 349,117 255,256 350,191 652,765 363,893 596,428 1,037,024 956,125 824,140 430,870 1,081,151 753,174	5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 40.0 5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 33.0 5.0 - 30.0 5.0 - 30.0 5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 27.5 5.0 - 40.0 5.0 - 40.0 5.0 - 30.0 5.0 - 30.0 5.0 - 27.5 5.0 - 50.0 5.0 - 27.5 5.0 - 40.0 5.0 - 40.0 5.0 - 40.0 5.0 - 40.0 5.0 - 27.5 5.0 - 27.5 5.0 - 40.0 5.0 - 27.5 5.0 - 30.0 5.0 - 30.0 5.0 - 35.0 5.0 - 35.0 5.0 - 40.0 5.0 - 30.0 5.0 - 50.0 5.0 - 50.0 5.0 - 35.0 5.0 - 30.0 5.0 - 50.0 5.0 - 40.0 5.0 - 30.0 5.0 - 30.0 5.0 - 50.0 5.0 - 50.0 5.0 - 50.0 5.0 - 27.5 5.0 - 27.5 5.0 - 25.0 5.0 - 25.0 5.0 - 25.0 5.0 - 25.0 5.0 - 27.5 5.0 - 40.0 5.0 - 25.0 5.0 - 40.0 5.0 - 27.5 5.0 - 50.0 5.0 - 50.0 5.0 - 50.0 5.0 - 50.0 5.0 - 33.0 5.0 - 25.0 5.0 - 25.0 5.0 - 25.0 5.0 - 25.0 5.0 - 27.5 5.0 - 27.5 5.0 - 27.5 5.0 - 25.0
	$54,943,648 ===========
	-----------
	$56,049,471
	===========

GATEWAY TAX CREDIT FUND, LTD. SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN AS OF DECEMBER 31, ~~2004~~2005 Reconciliation of Land, Building & Improvements current year changes:

Balance at beginning of period - December 31, 2003 Additions during period: Acquisitions through foreclosure Other acquisitions Improvements, etc. Other Deductions during period: Cost of retired assets Other	0 389,343 0 0 --------- (65,868) 0 ---------	$ 113,792,936 389,343 (65,868) ------------
Balance at beginning of period - December 31, 2004 Additions during period: Acquisitions through foreclosure Other acquisitions Improvements, etc. Other Deductions during period: Cost of retired assets Other	0 616,020 0 0 ---------- (3,961,167) 0 ----------	$ 114,116,411 616,020 (3,961,167) ------------
Balance at end of period - December 31, 2004		$114,116,411 =============
Balance at end of period - December 31, 2005		$110,771,264 =============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period - December 31, 2003 Adjustment to Prior Year's Depreciation Accumulated Depreciation of retired assets Current year expense		$ 51,556,360 0 (65,868) 3,453,156 -----------
Balance at beginning of period - December 31, 2004 Adjustment to Prior Year's Depreciation Accumulated Depreciation of retired assets Current year expense		$ 54,943,648 1,842 (2,216,641) 3,320,622 -----------
Balance at end of period - December 31, 2004		$ 54,943,648 ============
Balance at end of period - December 31, 2005		$ 56,049,471 ============

GATEWAY TAX CREDIT FUND, LTD. SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE AS OF DECEMBER 31, ~~2004~~2005 The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon, as of December 31, 2005:

PARTNERSHIP -----------	# OF UNITS -----	BALANCE --------	INTEREST RATE --------	MONTHLY DEBT SERVICE -------	TERM (YEARS) -------
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Casa Linda Rivermeade Laurel Woods Keysville Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	48 30 54 42 24 24 40 32 32 32 32 32 16 40 50 36 45 48 41 80 40 24 201 40 46 46 25 40 40 24 24 12 44 16 25 24 24 41 32 16 36 24 72 48 48 42 25 32 18 24 43 48 40 40 40 24 32 48 50 66 40 48 44 43 36 40 36 24 34 36 19 24 46 42 32 24 44 40	$ 1,442,147 919,680 1,442,466 1,369,972 660,422 721,112 1,447,496 1,066,858 1,065,572 1,082,298 1,138,419 1,109,075 583,130 1,279,179 1,446,382 952,562 1,386,491 1,438,120 1,355,412 2,504,115 1,251,620 743,361 3,894,630 1,140,922 1,366,964 1,293,203 1,130,787 1,455,964 1,405,321 723,539 726,991 403,175 1,448,578 433,775 933,083 774,727 777,313 1,037,555 808,003 459,943 997,276 688,357 2,393,478 1,441,783 1,304,022 1,094,495 646,186 1,136,904 483,525 864,934 1,064,876 1,398,333 1,149,672 1,465,637 1,184,924 788,491 568,673 878,901 1,332,556 1,891,119 1,307,493 1,316,664 1,049,377 1,035,824 1,171,165 1,021,201 860,389 595,273 832,737 1,055,232 455,802 761,655 1,459,954 1,225,359 1,131,167 660,403 1,367,563 937,099 -----------	10.63% 9.50% 9.00% 9.50% 9.00% 9.00% 9.00% 9.00% 9.50% 9.00% 9.00% 9.50% 9.50% 9.50% 9.50% 9.50% 9.00% 9.00% 9.50% 8.75% 9.00% 9.50% 7.88% 9.25% 8.75% 9.00% 9.00% 8.75% 8.25% 9.00% 9.50% 8.75% 8.75% 9.75% 8.75% 9.50% 9.25% 8.75% 8.75% 9.00% 9.50% 9.00% 8.75% 9.75% 8.50% 8.75% 9.25% 9.00% 9.00% 11.50% 9.25% 8.75% 9.00% 9.25% 9.25% 8.75% 9.00% 9.00% 8.25% 8.75% 8.75% 8.75% 9.50% 8.75% 9.25% 9.50% 9.50% 9.00% 9.00% 9.00% 9.00% 8.75% 8.75% 9.00% 8.75% 8.75% 9.25% 8.75%	$ 13,193 7,591 11,397 11,306 5,214 5,691 11,372 8,429 8,822 8,270 8,994 9,191 4,822 9,604 11,920 7,852 10,941 11,294 11,167 19,753 9,677 6,137 36,182 8,204 10,486 10,071 8,910 11,153 10,261 5,703 5,996 3,073 11,087 3,750 7,144 6,379 6,226 7,935 6,189 3,615 8,215 5,412 18,332 11,031 9,866 8,345 5,187 8,912 4,591 5,223 8,547 10,709 9,032 11,759 9,511 6,031 4,777 7,382 10,250 14,465 10,010 11,366 8,648 9,625 8,579 8,466 7,082 4,674 6,554 8,620 3,569 5,801 11,110 9,818 8,646 5,045 10,978 7,175	50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 30 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 33 50 50 50 50 50 50 50 50 50 50 50 50 50 50
Laynecrest Martindale La Villa Elena Rio Abajo Fortville II Summitville Suncrest Brandywine III Concord IV Dunbarton Oaks III Federal Manor Laurel Apts Mulberry Hill IV Madison Hannah's Mill Longleaf Apts. Sylacauga Garden Monroe Family Casa Linda Laurel Woods Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Albany Burkesville Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. Robinhood Apts. Skyview Terrace Mabank 1988 Buena Vista Woodcroft Spring Creek Spring Creek Milton Elderly Winder Apartments Hunters Ridge Stone Arbor Greeneville Centralia II Poteau IV Barling Booneville Augusta Meadows Kenly Housing Fairview South River Road Apts. Middlefield Floresville Mathis Retirement Sabinal Housing Kingsland Housing Crestwood Villa II Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village Southwood Apts.	48 30 54 42 24 24 40 32 32 32 32 32 16 39 50 36 42 48 41 40 201 40 46 46 25 40 40 24 24 12 44 16 25 24 24 40 32 16 36 24 72 48 48 42 24 32 18 24 43 48 40 40 40 24 32 48 48 66 40 48 44 43 36 40 36 24 34 36 19 24 46 42 32 24 44 40	$ 1,436,805 915,775 1,435,234 1,364,203 657,163 717,734 1,441,146 1,061,509 1,060,740 1,074,752 1,132,712 1,103,920 580,508 1,162,191 1,440,536 948,680 1,379,703 1,431,861 1,349,935 1,245,492 3,741,179 1,136,507 1,360,628 1,287,349 1,125,380 1,449,431 1,399,042 721,674 723,980 401,510 1,442,027 432,153 929,200 771,647 774,376 1,032,934 804,404 456,182 993,311 685,315 2,382,487 1,435,312 1,296,173 1,089,902 643,705 1,132,255 481,578 859,950 1,060,790 1,392,105 1,144,629 1,460,099 1,180,375 784,979 562,276 869,013 1,322,973 1,882,678 1,301,535 1,311,879 1,045,135 1,009,851 1,165,758 1,016,414 856,996 592,641 828,878 1,046,403 453,924 758,389 1,454,152 1,220,692 1,126,426 657,203 1,362,313 932,957	10.63% 9.50% 9.00% 9.50% 9.00% 9.00% 9.00% 9.00% 9.50% 9.00% 9.00% 9.50% 9.50% 9.50% 9.50% 9.50% 9.00% 9.00% 9.50% 9.00% 7.88% 9.25% 8.75% 9.00% 9.00% 8.75% 8.25% 9.00% 9.50% 8.75% 8.75% 9.75% 8.75% 9.50% 9.25% 8.75% 8.75% 9.00% 9.50% 9.00% 8.75% 9.75% 8.50% 8.75% 9.25% 9.00% 9.00% 11.50% 9.25% 8.75% 9.00% 9.25% 9.25% 8.75% 9.00% 9.00% 8.25% 8.75% 8.75% 8.75% 9.50% 8.75% 9.25% 9.50% 9.50% 9.00% 9.00% 9.00% 9.00% 8.75% 8.75% 9.00% 8.75% 8.75% 9.25% 8.75%	$ 13,193 7,591 11,397 11,306 5,214 5,691 11,372 8,429 8,822 8,270 8,994 9,191 4,822 9,604 11,920 7,852 10,941 11,294 11,167 9,677 36,182 8,204 10,486 10,071 8,910 11,153 10,261 5,703 5,996 3,073 11,087 3,750 7,144 6,379 6,226 7,935 6,189 3,615 8,215 5,412 18,332 11,031 9,866 8,345 5,187 8,912 4,591 5,223 8,547 10,709 9,032 11,759 9,511 6,031 4,777 7,382 10,250 14,465 10,010 11,366 8,648 9,625 8,579 8,466 7,082 4,674 6,554 8,620 3,569 5,801 11,110 9,818 8,646 5,045 10,978 7,175	50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 30 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 50 33 50 50 50 50 50 50 50 50 50 50 50 50 50 50
		$ 87,638,861 ===========
		------------$ 83,731,653 ===========

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: July ~~12,~~14 ~~2005~~2006 By:/s/ Ronald M. Diner Ronald M. Diner President Date: July ~~12,~~14 ~~2005~~2006 By:/s/ Jonathan Oorlog Jonathan Oorlog Vice President and Chief Financial Officer Date: July 1214, ~~2005~~ 2006 By:/s/ Sandra C. Humphreys Sandra C. Humphreys Secretary and Treasurer

EXHIBIT 31.1

CERTIFICATIONS*

I, Ron Diner, certify that:

1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund, Ltd.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information include in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: July 14, 2006               By:/s/ Ronald M. Diner
                                  Ronald M. Diner
                                  President
                                  Raymond James Tax Credit Funds, Inc.
                                  (the Managing General Partner)

I,EXHIBIT ~~Jonathan Oorlog, certify that: 1~~31. ~~I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund, Ltd.;~~ 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information include in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

CERTIFICATIONS*

I, Jonathan Oorlog, certify that:

1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund, Ltd.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information include in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: July 14, 2006               By:/s/ Jonathan Oorlog
                                  Jonathan Oorlog
                                  Vice President and Chief Financial Officer
                                  Raymond James Tax Credit Funds, Inc.
                                  (the Managing General Partner)

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

We, each hereby certify to the best of our knowledge that the Annual Report of Form 10-K of Gateway Tax Credit Fund, Ltd. for the year ended March 31, 2006 containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of Gateway.

/s/ Ronald M. Diner
President
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
July 14, 2006

/s/ Jonathan Oorlog
Vice President and Chief Financial Officer
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
July 14, 2006

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