UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

AMENDED FORM 10-K/A
(Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2007

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) 567-1000

                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

                                                              Number of Record Holders
             Title of Class                                     as of March 31, 2007
              Limited Partnership Interest                              2,296
              General Partner Interest                                      2

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
                                          YES          NO  X

Indicate by 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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
                 Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes [ ]       No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter.

There is no market for the Registrants Limited Partnership interests.

DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II, III and IV - Registration Form S-11 and
all Amendments and Supplements thereto.
File No. 33-18142

EXPLANATORY NOTE

This Amended Annual Report on Form 10-K/A corrects the following disclosures that Gateway had reported on its original filing for the year ended March 31, 2007.

Item 9A. Controls and Procedures The Company corrected Item 9A disclosure by reflecting that the evaluation referred to therein occurred as of the end of the period covered by the report.

Consolidated Statements of Cash Flows The Company eliminated the "expenses related to sale of Project Partnerships" line item from the financing activities section of the Consolidated Statement of Cash Flows and included those expenses as an offsetting component of the "proceeds from sale of project partnerships" line item in the investing activities section. The newly revised line item is titled "net proceeds from sale of project partnerships." Gateway corrected the following items in the statement of cash flows for the years ended March 31, 2007 and 2006:

                                                            As Amended         As Originally Filed
March 31, 2007
Cash Flows from Investing Activities:
     Net Proceeds from Sale of Project Partnerships           408,239                 430,436
     Net Cash Provided by Investing Activities                481,102                 503,299
Cash Flows from Financing Activities:
     Expenses Related to sale of Project Partnerships              -                  (22,197)
      Net Cash Used in Financing Activities                  (142,227)               (164,424)
March 31, 2006
Cash Flows from Investing Activities:
     Net Proceeds from Sale of Project Partnerships           600,258                 604,258
     Net Cash Provided by Investing Activities                708,229                 712,229
Cash Flows from Financing Activities:
     Expenses Related to sale of Project Partnerships              -                   (4,000)
     Net Cash Used in Financing Activities                   (606,968)               (610,968)

Note 2 - Significant Accounting Policies
- Variable Interest Entities The Company amended the disclosure by correcting the first sentence and adding two additional sentences of the disclosure to read as follows, the balance of the paragraph is unchanged (the additional information being added to the existing disclosure is underlined in the following):

As of March 31, 2007, Gateway holds variable interests in 69 VIEs, 68 of which consist of Project Partnerships, which Gateway is not the primary beneficiary. The Village Apartments of Sparta is a VIE in which Gateway is considered to be the primary beneficiary as a result of an affiliate of the Managing General Partner serving as the general partner of that Project Partnership. Refer to the Consolidated Statements discussion in Note 2 for further information regarding the consolidation of this Project Partnership.

Note 7 - Investments in Project Partnerships - The Company included separate summarized financial information for Crosstown Seniors Limited Dividend Housing Association Limited Partnership.

Exhibit 31.1 and 31.2 - The Company amended the certification in Exhibit 31.1 and 31.2 to correct the form of certifications.

Except as described above, no other changes have been made to the original Form 10-K, and this Form 10-K/A does not amend, update, or change any other portion of the financial statements or any other items or disclosures in the original Form 10-K not otherwise described above. Except for the changes stated above, this Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update those disclosures, including any exhibits to the Form 10-K affected by subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the original Form 10-K.

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 initially held investments in 82 Project Partnerships holding 87 properties. As more fully discussed in Item 7 herein, Gateway is presently in the process of disposing of its interests in Project Partnerships which have reached the end of their fifteen year tax credit compliance period. As of March 31, 2007, Gateway holds investments in 68 Project Partnerships, acquiring what is generally 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"). 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, 2007 were interest income of $35,306 earned on cash and cash equivalents and $87,232 in distributions received from Project Partnerships. As of March 31, 2007 Gateway had $1,034,929 of Cash and Cash Equivalents, $278,126 of which are sales proceeds received upon sale of certain Project Partnerships and $277,902 of which were subsequently distributed to Limited Partners during May, 2007.

   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, contained in the Registration Statement, File No. 33-18142 ("Prospectus"), 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, 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. The capital contributions which were raised from Limited Partner investors were successfully invested in Project Partnerships which met the investment criteria. The Tax Credits have been delivered to Gateway and the fifteen year tax credit compliance period is now over for all but one of the Project Partnerships. Gateway is now disposing of its remaining interests.

Exit Strategy

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

   All but one of the Project Partnerships have reached the end of their Tax Credit compliance period. As of March 31, 2007, thirteen of the Project Partnerships holding fourteen of the properties have been sold and, in accordance with the Gateway partnership agreement, the entire net proceeds received from these sales are to be distributed to the Limited Partners of Gateway. On a cumulative basis as of March 31, 2007, $1,409,198 representing $55.12 per Limited Partner unit have been distributed to Limited Partners and an additional $277,902 representing $10.87 per limited partner unit have been distributed in May, 2007.

   Gateway is currently in the process of disposing of its remaining investments in Project Partnerships which have reached the end of their fifteen year Tax Credit compliance period. Gateway's objective is to sell Gateway's interest in such properties for fair market value and ultimately, to liquidate the Project Partnerships and in turn ultimately liquidate Gateway.

   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. No such contributions have been made during fiscal year 2007.

   Investors eventually may be allocated profits for tax purposes which exceed any cash Gateway distributes to them. Under these circumstances, unless an investor has passive losses or credits to reduce such tax liability, the investor will have to pay federal income tax without a corresponding cash distribution from Gateway. Similarly, in the event of a sale or foreclosure of an apartment complex, an investor may be allocated taxable income, resulting in tax liability, in excess of any cash distributed to the investor as a result of such event.

   There is no assurance that investors will receive any cash distributions from the sale or refinancing of a Project Partnership. The price at which a Project Partnership is sold may not be large enough to pay the mortgage and other expenses which must be paid at such time.

Item 1B.  Unresolved Staff Comments.

   None.

Item 2. Properties

Gateway owns interest in properties through 99% limited partnership interests in 68 Project Partnerships and a general partner interest in one project partnership (Sparta), all together holding 73 properties as of March 31, 2007. The largest individual Project Partnership net investment as of March 31, 2007 comprises 16.63% of Gateway's total assets. (Refer to Note 7 in Part 1, Item 1 of this report for the summarized financial information of this Project Partnership). The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Village Apartments of Sparta, as of December 31, 2006:

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 Laurel Woods Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. 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 River Road Apts. Middlefield Mathis Retirement Sabinal Housing Kingsland Housing Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village	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 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 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 Waggaman, LA Middlefield, OH Mathis, TX Sabinal, TX Kingsland, TX Poteau, OK Decatur, AR Broken Bow, OK Grove, OK Grangeville, ID Hartwell, GA Pulaski, VA	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 12 44 16 25 24 24 40 32 16 36 24 72 42 24 32 18 24 43 48 40 40 40 24 32 48 48 66 40 48 43 36 36 24 34 19 24 46 42 32 24 44	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 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 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 3/90 3/90 3/90 3/90 4/90 4/90 4/90 4/90 4/90 4/90 7/90	$ 1,861,785 1,194,870 2,172,404 1,930,608 810,389 879,994 2,177,840 1,332,776 1,433,117 1,425,263 1,507,290 1,412,886 754,259 1,478,675 1,812,786 1,192,946 1,630,043 1,788,673 1,825,799 1,549,636 6,332,935 1,501,865 1,861,648 1,830,752 1,420,783 1,975,445 1,872,428 510,427 2,028,335 651,160 1,167,852 1,039,281 959,783 1,300,760 1,028,295 573,562 1,238,885 863,203 3,303,309 1,427,004 814,227 1,497,433 607,608 1,029,328 1,396,662 1,762,725 1,420,816 1,874,064 1,582,204 976,228 716,016 1,152,864 1,682,587 2,381,719 1,588,193 1,748,700 1,580,305 1,350,227 1,084,390 780,115 1,161,513 583,005 969,816 1,957,868 1,558,446 1,506,207 821,329 1,866,911	88% 90% 94% 93% 100% 100% 98% 94% 97% 97% 100% 100% 94% 95% 100% 100% 74% 92% 100% 98% 97% 95% 96% 100% 96% 100% 100% 92% 95% 88% 100% 88% 96% 90% 91% 94% 89% 92% 94% 95% 96% 100% 100% 100% 100% 96% 93% 98% 98% 96% 88% 88% 94% 83% 73% 100% 91% 94% 97% 88% 100% 100% 88% 98% 98% 100% 100% 100%
		-----2,598 =====		----------- $ 100,511,257 ===========

The average effective rental income per unit for the year-ended December 31, 2006 is $4,458 per year ($371 per month).

The average effective occupancy rate at December 31, 2006 was 94.8%

A summary of the book value of the fixed assets of the properties, excluding Sparta, as of December 31, 2006, 2005
and 2004 is as follows:

	12/31/06 --------	12/31/05 --------	12/31/04 --------
Land Land Improvements Buildings Furniture and Fixtures Properties, at Cost Less: Accum. Depreciation Properties, Net	$ 4,370,614 1,568,350 90,212,695 4,359,598 ------------ 100,511,257 53,702,442 ------------ $ 46,808,815 ============	$ 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 ============

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, 2007, 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, 2007

Limited Partnership Interest                    2,296
General Partner Interest                            2

Item 6.  Selected Financial Data

	2007 ----	2006 ----	2005 ----	2004 ----	2003 ----
Total Revenues	$ 185,767	$ 227,383	$ 216,372	$ 201,958	$ 213,033
Net Loss	(190,201)	(378,769)	(1,018,200)	(55,577)	(771,799)
Equity in Income (Losses) of Project Partnerships	(26,727)	(107,224)	(371,209)	541,590	(253,927)
Total Assets	2,009,969	2,054,699	2,381,717	3,360,108	4,334,857
Investments In Project Partnerships	541,534	620,184	938,137	1,355,760	1,531,068
Per Limited Partnership Unit: (A) Tax Credits Portfolio Income Passive Loss	.00 (10.40) (103.29)	.00 10.46 (135.51)	.00 13.65 (160.84)	2.01 10.59 (139.25)	2.49 10.80 (146.37)
Net Loss	(16.84)	(24.07)	(39.43)	(3.08)	(29.89)

(A) The Tax information is as of December 31, the year-end of Gateway 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

   This item should be read in conjunction with the financial statements and other items contained elsewhere in this report.

   The Managing General Partner monitors developments in the area of legal and regulatory compliance. For example, the Sarbanes-Oxley Act of 2002 (the "Act") mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas and certain provisions of the Act will require implementation by Gateway in subsequent years. In light of the additional requirements of the Act, Gateway has and expects to continue to incur increased expenses related to compliance with the Act.

Results of Operations -

   Interest income for the year ended March 31, 2007 of $35,306 represents an increase of $7,130 or 25%, over the fiscal year 2006 interest income of $28,176, which was an increase of $16,436 or 140% over the fiscal year 2005 interest income of $11,740. Increases in interest income over the prior two fiscal years result primarily from the increase in interest rates in each year. Interest income is generally one source of funds available to pay administrative costs of Gateway.

   Rental Income arises solely from two project partnerships, Sparta and Village Apartments of Divernon Limited Partnership which when considered with Gateway Project Partnerships are the ("Operating Entities"). As more fully discussed in Notes 2 and 7 of the accompanying financial statements, one of the Operating Entities, the Village Apartments of Divernon, was disposed of by Gateway early in fiscal year 2007. Rental income in fiscal year 2007 decreased by $24,086 or 18% to $109,342 as compared to fiscal year 2006 rental income of $133,428 and fiscal year 2005 rental income of $125,995.

   Gateway has no direct employees. The General Partners have full and exclusive discretion in management and control of Gateway. General and Administrative expense incurred by the General Partner on behalf of Gateway increased $50,293 or 29% to $223,671 in fiscal year 2007 as compared to the fiscal year 2006 expense of $173,378. In fiscal year 2006 general and administrative expense was $56,747 or 49% higher than the fiscal year 2005 expense of $116,631. Administrative costs of administering Gateway have increased over the two year period in large part due to increased staff related solely to the disposition of the Project Partnerships. These administrative costs are funded from interest income received, distributions received from Project Partnerships, and from cash reserves which were funded at the inception of Gateway for the purpose of funding on-going administrative costs of Gateway.

   General and Administrative expense - Other, decreased in fiscal year 2007 by $27,309 or 21% to $101,732 as compared to $129,041 incurred in fiscal year 2006. Fiscal year 2006 General and Administrative expense - Other when compared to fiscal year 2005 increased $50,705, or 65% from the fiscal year 2005 expense of $78,336. Expenses for annual tax preparation and financial statement audits and quarterly reviews, third-party investor reporting services and any other third-party professional services incurred are included in this category of expenses. During fiscal year 2006, real estate valuation services expense of $20,700 was incurred which was not incurred in either fiscal year 2007 or fiscal year 2005. This incremental expense incurred in the prior year accounts for the majority of the decrease in 2007 versus the prior year expense incurred.

   Amortization expense was $0 in fiscal year 2007, a $181,818 decrease as compared to fiscal year 2006. Amortization expenses in fiscal year 2006 of $181,818 represented a $168,175 increase as compared to the fiscal year 2005 amortization expense of $13,643. During fiscal year 2006, the useful life of the acquisition fees and expense was changed from 35 years to 15 years to better reflect the economic life of those investments. Since all but one of the Project Partnerships exited their 15-year tax credit compliance period as of March 31, 2006, there was no amortization expense in fiscal year 2007.

   Nine Project Partnership investments were sold or otherwise disposed of during fiscal year 2007. Four of the Project Partnerships - Albany, Ltd., Burkesville, Ltd., Floresville Housing Ltd., and Village Apartments of Divernon Limited Partnership - were sold or otherwise disposed of during the first three quarters of fiscal year 2007. Gateway received sales proceeds for these four Project Partnership transactions totaling $148,698 which were distributed in fiscal year 2007 to the Limited Partners, less $11,920 in legal and other distribution related expenses, at $5.35 per limited partner unit. Five of the Project Partnerships - Applewood Apartments (Crestwood Villa II), Fairview South, Ltd., Robinhood Apartments, Ltd., Skyview Terrace Apartments, Ltd. and Southwood Apartments, Ltd. - were sold in the fourth quarter of fiscal year 2007. Gateway received net sales proceeds for these five Project Partnerships totaling $277,723 which have been distributed to the Limited Partners subsequent to the March 31, 2007 year-end (in May, 2007) at $10.87 per Limited Partner unit.

   During fiscal year 2006, two Project Partnership investments were sold, Keysville, L.P. and Rivermeade Associates. Gateway received sale proceeds totaling $604,258 which were distributed in December 2005 to the Limited Partners, less $4,000 in legal expenses, at $23.47 per limited partnership unit. The remaining $224 of this distribution is reflected as a Distribution Payable on the March 31, 2006 Balance Sheet. As disclosed on the Statement of Operations, Gateway reported a $598,499 gain on these sales transactions. One Project Partnership, Village Apartments of Divernon, was classified as of March 31, 2006 as held-for-sale on the consolidated balance sheet and as discussed above, was subsequently disposed of during fiscal year 2007.

   There were no Project Partnership sale or disposition transactions during fiscal year 2005.

   Including the May, 2007 distribution referred to above, cumulative distributions of sales proceeds since inception of Gateway to Limited Partners amount to $65.99 per unit.

   For the year ended March 31, 2007 the Project Partnerships reported losses of $26,727 which represents an $80,497 decrease as compared to the Losses from Project Partnerships for the year ended March 31, 2006 of $107,224. For the fiscal year ended March 31, 2005, the Project Partnerships reported a loss of $371,209. Typically, it is customary in the low-income housing tax credit industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization. Since Gateway invests as a limited partner in Project Partnerships, and is therefore not obligated to fund losses or make additional capital contributions, Gateway does not recognize losses from individual Project Partnerships to the extent that these losses would reduce the investment balance below zero. Therefore, as the Project Partnership investments mature and the Investments in Project Partnership balances decrease over time, the Losses from Project Partnerships recorded by Gateway decrease.

   In fiscal year 2007, the Gain on Sale of Project Partnerships amounted to $562,473, a decrease of $36,026 from the fiscal year 2006 Gain on Sale amount of $598,499. There was no gain on sale of Project Partnerships in fiscal year 2005. As more fully discussed herein, nine Project Partnership investments were sold or disposed of in fiscal year 2007 as compared to fiscal year 2006 when two Project Partnership investments were sold. The amount of the gain or loss on a sale of a Project Partnership is dependent upon the specifics related to each sale or disposition transaction. Refer to the discussion of each Project Partnership sold in the exit strategy section that follows.

   In total, Gateway reported a loss of $190,201 from operations for the year ended March 31, 2007. Cash and Cash Equivalents increased by $276,420 but of that increase, $277,902 results from sales proceeds arising from the sale of Project Partnerships during fiscal year 2007, which are for distribution to Limited Partners in fiscal 2008. After consideration of these sales proceeds, cash and cash equivalents decreased $1,482.

Liquidity and Capital Resources -

   Gateway's capital resources are used to pay General and Administrative operating costs including personnel, supplies, data processing, travel, legal, and accounting and audit fees 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, and cash distributed to Gateway from operations of the Project Partnerships. At March 31, 2007, Gateway had $1,034,929 of short-term investments (Cash and Cash Equivalents). However, $278,126 of this balance represents proceeds Gateway received prior to March 31, 2007 from the sale of Project Partnership investments which is for distribution to Limited Partners and which was in fact distributed to Limited Partners subsequent to year-end in May, 2007. Management believes that sources of funds are sufficient to meet Gateway's current and ongoing operating costs for the foreseeable future, and to perhaps pay a small portion of the unpaid Asset Management Fee.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)

   For the year ending March 31, 2007, Gateway received $87,232 in cash distributions from the Project Partnerships and $35,306 in interest income which are available for payment of Gateway expenses. The General and Administrative operating costs (both General Partner and Other) were $325,403 in fiscal year 2007 and the Asset Management Fee expensed was $450,140, but note that no asset management fees were actually paid to the General Partner during fiscal year 2007.

Exit Strategy

   The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion. Gateway is currently in the process of disposing of its investments in Project Partnerships which have reached the end of their fifteen year Tax Credit compliance period. Gateway's objective is to sell Gateway's interest in such assets for fair market value and ultimately, to liquidate the Project Partnerships. Generally, the market for Project Partnerships is limited. Some of the factors which negatively impact the marketability of these projects include (1) requirements by government agencies or the project's debt holder to continue to maintain the property in the low-income housing program, and (2) a mortgage balance of the property which is very near the initial balance as a result of the heavily subsidized debt of the Project Partnerships and lengthy (usually 50 year) amortization periods.

   As of March 31, 2007, Gateway holds a limited partner interest in 68 Project Partnerships and a general partner interest in one project partnership (Sparta), together holding 73 properties which own and operate government assisted multi-family housing complexes. All but one of the Project Partnerships have reached the end of their Tax Credit compliance period. As of March 31, 2007, thirteen of the Project Partnerships holding fourteen of the properties have been sold and, in accordance with the Gateway partnership agreement, the entire net proceeds received from these sales either have been or will be distributed to the Limited Partners of Gateway. Gateway at one time held investments in 82 Project Partnerships holding 87 properties. The transaction summaries for the Project Partnerships sold during the past three fiscal years are summarized below:

Fiscal Year 2007 Disposition Activity:

   In February 2007, Gateway sold its Project Partnership investment in Skyview Terrace Apartments. Gateway received $38,732 in net proceeds ($1.51 per limited partnership unit) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007, and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.

   In February 2007, Gateway sold its Project Partnership investment in Fairview South Apartments. Gateway received $50,360 in net proceeds ($1.97 per limited partnership unit) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.

   In February 2007, Gateway sold its Project Partnership investment in Southwood Apartments. Gateway received $42,710 in net proceeds ($1.67 per limited partnership unit) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.

   In February 2007, Gateway sold its Project Partnership investment in Robinhood Apartments. Gateway received $40,383 in net proceeds ($1.58 per limited partnership unit) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.

   In January 2007, Gateway sold its Project Partnership investment in Applewood Apartments. Gateway received $105,538 in net proceeds ($4.14 per limited partnership unit) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.

   In October 2006, Gateway sold its Project Partnership investment in Hunters Ridge Apartments. Gateway received $47,616 in net proceeds ($1.90 per limited partnership unit) for the sale of this Project Partnership. Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2006.

   In October 2006, Gateway sold its Project Partnership investment in Albany Village Apartments. Gateway received $47,668 in net proceeds ($1.90 per limited partnership unit) for the sale of this Project Partnership. Gateway recorded a net gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2006.

   In July 2006, Gateway sold its Project Partnership investment in Floresville Square Apartments II. Gateway received $39,064 in net proceeds ($1.54 per limited partnership unit) for the sale of this Project Partnership. Gateway recorded a net gain on sale of $38,210 on the sale of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2006.

   In April 2006, Gateway disposed of its Project Partnership investment in the Village Apartments of Divernon. Gateway did not receive any net proceeds from the disposition of this Project Partnership investment. Gateway recorded a net gain on sale of $151,256 on the disposition of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.

Fiscal Year 2006 Disposition Activity:

   In June 2005, Gateway sold its Project Partnership investment in Rivermeade Apartments I. Gateway received $329,950 in net proceeds ($12.90 per limited partnership unit). Gateway recorded a net gain on sale of $328,681 on the sale of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2005.

   In June 2005, Gateway sold its Project Partnership investment in Rivermeade Apartments II. Gateway received $167,550 in net proceeds ($6.55 per limited partnership unit). Gateway recorded a net gain on sale of $167,060 on the sale of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2005.

   In June 2005, Gateway sold its Project Partnership investment in Keysville Apartments. Gateway received $102,758 in net proceeds ($4.02 per limited partnership unit). Gateway recorded a net gain on sale in the amount of the net proceeds and which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2005.

   The following summarizes the most recent status of the sale/disposal process for the remaining Project Partnership investments held as of March 31, 2007:

Project Partnerships sold subsequent to March 31, 2007:

Laurel Woods Apartments

Subsequent to the March 31, 2007 year-end, Gateway sold its Project Partnership investment in Laurel Woods Apartments. Gateway realized approximately $220,000 in net proceeds or approximately $8.60 per Limited Partner unit from this sale transaction which will be distributed to Limited Partner unit holders in the 2^nd quarter of fiscal year 2008.

Gateway has approved the sale to the general partner of the Project Partnerships or a third party:

Crosstown Parkway Apartments Phase I                       Crosstown Parkway Apartments Phase II
Pleasant Valley Apartments                                 Casa Linda Apartments
La Villa Elena                                             Rio Abajo Apartments
Sage Apartments                                            Brookshire Apartments
Sandridge Apartments                                       Limestone Apartments

   These approvals are subject to a number of contingencies, the outcome of which cannot be predicted with certainty. However, utilizing the sales amounts as approved by Gateway, should all the transactions close without modification, the estimated net proceeds from the sales of these Project Partnerships to Gateway are estimated to be approximately $3,050,000, or $119.30 per limited partnership unit which would be available for distribution to the Limited Partners subsequent to the closing of these sale transactions which would most likely occur within the next 24-month period.

Gateway has consented to the general partner granting an option for either the general partner or a third-party to purchase the Partnership Interest:

Hollybrook III Apartments                                  Middleport Villa Apartments
Kenly Court Apartments                                     Meadows Apartments
Pulaski Village Apartments                                 Riverside Apartments
Ashton Place Apartments

   Should all of these options be exercised, the estimated net sales proceeds to Gateway from the sales transactions are estimated to be $975,000, or $38.14 per Limited Partnership unit potentially available for distribution to the Limited Partners over the next 24 months. These options to purchase could expire without being exercised which would result in no sales proceeds and remarketing of the Project Partnerships the results of which are undeterminable.

Project Partnerships currently listed for sale on a commercial real estate for sale website or listed for sale by the general partner of the Project Partnership:

Floral Acres Apartments                                    Claremont Apartments
Pecan Grove Village Apartments I                           Pecan Grove Village Apartments II
Hunters Ridge Apartments                                   Village Apartments of Centralia II
Village Apartments of Fortville II                         Village Apartments of Morgantown
Village Apartments of Sparta                               Village Apartments of Summitville

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

Debt Obligations	$ 807,433 (1)	5,684	11,744	12,263	777,742
Capital Lease Obligations
Operating Lease Obligations
Purchase Obligations
Other Liabilities reflected on the Registrant's Balance Sheet under GAAP	$4,684,085 (2)	496,513	4,187,572	0	0

(1)  The Debt Obligations as of March 31, 2007 represent, on a consolidated basis, the accounts of Gateway and Village Apartments of Sparta Limited Partnership. This entity is the "Combined Entity" and represents one Project Partnership in which Gateway has invested. As of October 1, 1996, an affiliate of Gateway's Managing General Partner, Value Partners, Inc. became the general partner of the Combined Entity. Since the general partner of the Combined Entity is now an affiliate of Gateway, these combined statements include these liabilities.

(2)  The Other Liabilities represent the asset management fees and other general and administrative expense reimbursements owed to the General Partners as of March 31, 2007. This 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 later 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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
   Gateway Tax Credit Fund, Ltd.

   We have audited the accompanying consolidated balance sheets of Gateway Tax Credit Fund, Ltd. (a Florida Limited Partnership) as of March 31, 2007 and 2006 and the related consolidated statements of operations, partners' equity (deficit), and cash flows for each of the years in the two year period ended March 31, 2007. These consolidated financial statements are the responsibility of Gateway'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 $334,331 and $327,130 of net investment is included in these financial statements as of March 31, 2007 and 2006, respectively, and for which equity in its net income (loss) was $15,136 and ($40,561), respectively, for the years then ended. 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 auditors. The financial statements of Gateway Tax Credit Fund, Ltd. for the year 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 in accordance with the standards of the Public Company 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. Gateway 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 Gateway'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 reports of other auditors provide a reasonable basis for our opinion.

   In our opinion, based on our audits and the reports 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, 2007 and 2006 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.

   Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed under Item 15(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 and the reports 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/ Reznick Group, P.C.
                                 REZNICK GROUP, P.C.

Atlanta, Georgia
July 10, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
  Gateway Tax Credit Fund, Ltd.

   We have audited the accompanying consolidated statements of operations, partners'equity (deficit), and cash flows of Gateway Tax Credit Fund, Ltd. (a Florida Limited Partnership) for the year ended March 31, 2005. These consolidated financial statements are the responsibility of Gateway's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We did not audit the financial statements of a certain Project Partnership for which net losses of $188,168 are included in the accompanying financial statements for the year ended March 31, 2005. 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 auditors.

   We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated statements of operations, partners'equity (deficit) and cash flows are free of material misstatement. Gateway 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 Gateway'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 statements of operations, partners'equity (deficit) and cash flows, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statements of operations, partners'equity (deficit) and cash flows. We believe that our audit and the report of other auditors provide a reasonable basis for our opinion.

   In our opinion, based on our audit and the report of other auditors, the consolidated statements of operations, partners'equity (deficit) and cash flows present fairly, in all material respects, the results of operations and cash flows of Gateway Tax Credit Fund, Ltd. for the year ended March 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

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
March 31, 2007 and 2006

	2007 ----	2006 ----
ASSETS Current Assets: Cash and Cash Equivalents Accounts Receivable Prepaid Insurance 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 - Other 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, 2007 and 2006) General Partners Total Partners' Deficit Total Liabilities and Partners' Equity (Deficit)	$ 1,034,929 22,089 95 0 ----------- 1,057,113 541,534 9,637 0 401,685 0 ----------- $ 2,009,969 =========== $ 496,513 278,126 7,826 10,527 4,700 5,684 0 ----------- 803,376 ----------- 4,187,572 801,749 0 ----------- 4,989,321 ----------- (30,271) ----------- (4,014,192) 261,735 ----------- (3,752,457) ----------- $ 2,009,969 ===========	$ 758,509 15,823 190 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 ===========

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,

	2007 ----	2006 ----	2005 ----
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 Income (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 Project Partnerships Minority Interest in Income (Losses) 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	$ 109,342 72,730 3,695 ---------- 185,767 ---------- 450,140 223,671 101,732 74,651 49,638 39,382 0 ---------- 939,214 ---------- (753,447) ---------- (26,727) 562,473 (39,246) 31,440 35,306 ----------- $ (190,201) =========== $ (430,524) 240,323 ----------- $ (190,201) =========== $ (16.84) =========== 25,566 ===========	$ 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 ===========

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005:

	Limited Partners (Deficit) --------------	General Partners Equity (Deficit) ---------------	Total -----
Balance at March 31, 2004 Net Loss Balance at March 31, 2005 Net Income (Loss) Distributions Balance at March 31, 2006 Net Income (Loss) Distributions Balance at March 31, 2007	$ (945,406) (1,008,018) ------------ (1,953,424) (615,305) (600,258) ------------ (3,168,987) (430,524) (414,681) ------------ $(4,014,192) ============	$ (204,942) (10,182) ----------- (215,124) 236,536 0 ----------- 21,412 240,323 0 ----------- $ 261,735 ===========	$(1,150,348) (1,018,200) ----------- (2,168,548) (378,769) (600,258) ------------ (3,147,575) (190,201) (414,681) ------------ $(3,752,457) ============

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, 2007, 2006 AND 2005:

	2007 ----	2006 ----	2005 ----
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 Sale of Project Partnerships Minority Interest in (Income) Losses of Consolidated Project Partnerships Changes in Operating Assets and Liabilities: Increase in Accounts Receivable Decrease (Increase) in Prepaid Insurance (Decrease) Increase in Accounts Payable Increase in Distribution Payable Decrease (Increase) in Replacement Reserves Increase in Security Deposits Increase in Accrued Real Estate Taxes Increase 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 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 Payments on Debt Distributions to Limited Partners 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	$ (190,201) 0 39,382 (72,730) 0 26,727 (562,473) 39,246 (6,742) 95 (22,158) 0 9,594 200 389 676,216 --------- (62,455) --------- 87,232 0 (14,369) 408,239 0 --------- 481,102 --------- (5,448) (136,779) --------- (142,227) --------- 276,420 758,509 --------- $1,034,929 ==========	$ (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) 600,258 (1,703) --------- 708,229 --------- (6,710) (600,258) --------- (606,968) --------- 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 --------- (6,578) --------- (371,726) 1,092,672 --------- $ 720,946 ==========
Supplemental Cash Flow Information: Interest Paid	$ 19,632 ==========	$ 26,409 ==========	$ 27,917 ==========

Supplemental non-cash activities:
Increase in Distribution Payable                                    $  277,902         $        0        $        0
Distribution to Limited Partners                                      (277,902)                 0                 0
                                                                     ----------         ----------        ----------
                                                                    $        0         $        0        $        0
                                                                     ==========         ==========        ==========

See accompanying notes to financial statements

GATEWAY TAX CREDIT FUND, LTD.

(A Florida Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007, 2006 AND 2005

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 ("Tax Credits") provided for in Section 42 of the Internal Revenue Code of 1986. Gateway will terminate on December 31, 2040 or sooner, in accordance with the terms of the limited partnership agreement (the "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 of Gateway, 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 specified in the 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 ("Operating 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 Operating Entities. Since the general partner of the Operating Entities is now an affiliate of Gateway, these consolidated financial statements include the financial activity of the Operating 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 Operating Entities on a 3-month lag basis, consistent with the presentation of financial information of all Project Partnerships. Gateway sold its investment in Village Apartments of Divernon during the fiscal year ended March 31, 2007 (See further discussion of this sale transaction in Note 7).

   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 Operating 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 years prior to March 31, 2006, the period in which such intangible assets had been amortized was 35 years. In the fiscal year 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 that 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. No such funding to Operating Entities occurred during 2005, 2006, or 2007

Cash and Cash Equivalents

   Gateway's policy is 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 of the Operating Entities. 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 met such criteria as of March 31, 2006. Accordingly its balance sheet amounts were presented as held for sale on the consolidated balance sheet as of March 31, 2006. For the year-ended 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 were not significant to Gateway as a whole, such discontinued operations presentation was not made. Divernon was subsequently sold during April, 2006 (See further discussion of this sale transaction in Note 7).

   Expenditures for maintenance and repairs of the Operating Entities 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 Operations.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

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 whose investment advisor 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.

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 2006 amounts have been reclassified, where appropriate, to conform with the financial statement presentation used in 2007.

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 FIN46 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.

   As of March 31, 2007, Gateway holds variable interests in 69 VIEs, 68 of which consist of Project Partnerships, which Gateway is not the primary beneficiary. The Village Apartments of Sparta is a VIE in which Gateway is considered to be the primary beneficiary as a result of an affiliate of the Managing General Partner serving as the general partner of that Project Partnership. Refer to the Consolidated Statements discussion in Note 2 for further information regarding the consolidation of this Project Partnership. 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 $541,534 at March 31, 2007. 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.

NOTE 3 - 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. This payable is unsecured, due on demand and, in accordance with the 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, 2007, 2006 and 2005 were $450,140, $464,115 and $476,680, 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, 2007, 2006 and 2005 were $223,671, $173,378 and $116,631, respectively.

NOTE 4 - RENTAL PROPERTY:

A summary of the rental property of the Operating Entities is as follows as of December
31, 2006:

	Cost ------	Accumulated Depreciation ------------	Book Value -----
Land Buildings Furniture and Appliances Net Book Value	$ 32,000 968,869 48,945 --------- $1,049,814 ==========	$ 0 609,241 38,888 -------- $648,129 ========	$ 32,000 359,628 10,057 -------- $401,685 ========

A summary of the rental property of the Operating Entities is as follows as of 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 ========

NOTE 5 - MORTGAGE NOTE PAYABLE:

   The mortgage note payable for Sparta is the balance due on a 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, 2006 Sparta was in compliance with the terms of the subsidy agreement and is receiving the reduced rate which makes the monthly payments $1,926.

   Expected maturities of the mortgage note payable are as follows:

     Year Ending            Amount
     -----------           --------
     12/31/07                5,684
     12/31/08                5,808
     12/31/09                5,936
     12/31/10                6,065
     12/31/11                6,198
     Thereafter            777,742
                         ----------
     Total               $ 807,433
                         ==========

   The mortgage note payable for Village Apartments of Divernon was classified on the consolidated balance sheet as of March 31, 2006 as Liabilities related to Property held for sale and was the balance due on the note dated October 2, 1989 in the amount of $416,113. The loan was at a stated interest rate of 8.75% for a period of 50 years, the loan also contained a provision for an interest subsidy which reduced 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 was still being accrued from the time of the suspension. As more fully described in Note 7 hereto, Gateway disposed of its interest in the Village Apartments of Divernon during the year ended March 31, 2007.

NOTE 6 - TAXABLE INCOME (LOSS):

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

	2007 ----	2006 ----	2005 ----
Net Loss per Financial Statements	$ (190,201)	$ (378,769)	$ (1,018,200)
Equity in Losses of Project Partnerships for tax purposes in excess of losses for financial statement purposes	(114,857)	(905,444)	(378,427)
Losses suspended for financial reporting purposes	(1,730,651)	(1,998,796)	(1,984,370)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end	(219,518)	219,027	58,355
Additional Gain on Sale of Project Partnerships for tax purposes	526,598	999,397	0
Items Expensed for Financial Statement purposes not expensed for Tax purposes: Asset Management Fee Amortization Expense Miscellaneous Income Items Expensed for Tax purposes not expensed for Financial Statement purposes: Administrative Expense	455,354 172,343 (58,505) (224) ------------	466,433 12,885 (89,491) 0 ------------	(356,406) 13,644 (133,949) 0 ------------
Gateway loss for tax purposes as of December 31	$(1,159,661) ============	$(1,674,758) ============	$(3,799,353) ============
	December 31, 2006 ------------	December 31, 2005 ------------	December 31, 2004 ------------
Federal Low Income Housing Tax Credits (Unaudited)	$ 0 ============	$ 0 ============	$ 0 ============

   The Partnership's Investment in Project Partnerships is approximately $28,391,847 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 purposes.

   The differences in the assets and liabilities of Gateway for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:

                                       Financial           Tax
                                       Reporting           Reporting
                                       Purposes            Purposes           Differences

Investments in Local
Limited Partnerships                 $   541,534         $(27,850,313)       $28,391,847

Other Assets                         $ 1,468,435         $    763,567        $   704,868

Liabilities                          $ 5,792,697         $    375,716        $ 5,416,981

NOTE 7 - INVESTMENTS IN PROJECT PARTNERSHIPS:

   As of March 31, 2007, Gateway holds a 99% interest in the profits, losses and tax credits as a limited partner in 68 Project Partnerships and a general partner interest in Sparta, all together holding 73 properties which own and operate government assisted multi-family housing complexes.

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

   Gateway at one time held investments in 82 Project Partnerships holding 87 properties. As of March 31, 2007, Gateway has sold or otherwise disposed of its interest in 13 Project Partnerships which held 14 properties. The transactions summaries for the Project Partnerships sold during the past three fiscal years are summarized below:

Fiscal Year 2007 Disposition Activity:

   In February 2007, Gateway sold its Project Partnership investment in Skyview Terrace Apartments. Gateway received $38,732 in net proceeds ($1.51 per limited partnership unit) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007, and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.

   In February 2007, Gateway sold its Project Partnership investment in Fairview South Apartments. Gateway received $50,360 in net proceeds ($1.97 per limited partnership unit) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.

   In February 2007, Gateway sold its Project Partnership investment in Southwood Apartments. Gateway received $42,710 in net proceeds ($1.67 per limited partnership unit) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.

   In February 2007, Gateway sold its Project Partnership investment in Robinhood Apartments. Gateway received $40,383 in net proceeds ($1.58 per limited partnership unit) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.

   In January 2007, Gateway sold its Project Partnership investment in Applewood Apartments. Gateway received $105,538 in net proceeds ($4.14 per limited partnership unit) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Limited Partners.

   In October 2006, Gateway sold its Project Partnership investment in Hunters Ridge Apartments. Gateway received $47,616 in net proceeds ($1.90 per limited partnership unit) for the sale of this Project Partnership. Gateway recorded a gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2006.

   In October 2006, Gateway sold its Project Partnership investment in Albany Village Apartments. Gateway received $47,668 in net proceeds ($1.90 per limited partnership unit) for the sale of this Project Partnership. Gateway recorded a net gain on sale in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2006.

   In July 2006, Gateway sold its Project Partnership investment in Floresville Square Apartments II. Gateway received $39,064 in net proceeds ($1.54 per limited partnership unit) for the sale of this Project Partnership. Gateway recorded a net gain on sale of $38,210 on the sale of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2006.

   In April 2006, Gateway disposed of its Project Partnership investment in the Village Apartments of Divernon. Gateway did not receive any net proceeds from the disposition of this Project Partnership investment. Gateway recorded a net gain on sale of $151,256 on the disposition of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations.

Fiscal Year 2006 Disposition Activity:

   In June 2005, Gateway sold its Project Partnership investment in Rivermeade Apartments I. Gateway received $ 329,950 in net proceeds ($12.90 per limited partnership unit). Gateway recorded a net gain on sale of $328,681 on the sale of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2005.

   In June 2005, Gateway sold its Project Partnership investment in Rivermeade Apartments II. Gateway received $167,550 in net proceeds ($6.55 per limited partnership unit). Gateway recorded a net gain on sale of $167,060 on the sale of this asset, which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2005.

   In June 2005, Gateway sold its Project Partnership investment in Keysville Apartments. Gateway received $102,758 in net proceeds ($4.02 per limited partnership unit). Gateway recorded a net gain on sale in the amount of the net proceeds and which is included as a component of the Gain on Sale of Project Partnerships on the Combined Statement of Operations. The net proceeds from this sale transaction were distributed to the Limited Partners in December, 2005.

   The following is a summary of Investments in Project Partnerships, excluding the Operating Entities at March 31, 2007 and 2006:

	MARCH 31, 2007 --------------	MARCH 31, 2006 --------------
Capital Contributions to Project Partnerships 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	$ 15,720,185 (15,751,914) (702,417) ------------ (734,146) 1,979,556 (703,876) ------------ $ 541,534 ============	$ 17,228,138 (17,245,840) (771,541) ------------ (789,243) 2,176,055 (766,628) ------------ $ 620,184 ============

(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $19,299,452 for the year ended March 31, 2007 and cumulative suspended losses of $19,655,193 for the year ended March 31, 2006 are not included.

NOTE 7 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

The Partnership's equity as reflected by the Project Partnerships of $(20,692,359) differs from the Partnership's Investments in Project Partnerships before acquisition fees and expenses and amortization of $(734,146), primarily because of suspended losses on the Partnership's books.

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

	2006 ----	2005 ----	2004 ----
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 Gateway's share of net loss Suspended losses Equity in Loss of Project Partnerships	$ 8,441,716 46,808,815 876,557 ------------ $56,127,088 ============ $ 4,140,571 74,864,944 ------------ 79,005,515 ------------ (20,692,359) (2,186,068) ------------ (22,878,427) ------------ $56,127,088 ============ $16,218,199 8,922,830 6,019,721 3,051,054 ------------ 17,993,605 ------------ $(1,775,406) ============ $ (18,028) ============ $(1,757,378) 1,730,651 ------------ $ (26,727) ============	$ 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) ============

As of December 31, 2006, the largest Project Partnership constituted 8.4% and 8.0% of the consolidated total assets and consolidated total revenues. As of December 31, 2005, the largest Project Partnership constituted 7.6% and 7.5% of the consolidated total assets and consolidated total revenues.

NOTE 7 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):

Below is the summarized balance sheet for Crosstown Seniors Limited Dividend Housing Association Limited Partnership as of December 31, 2004, 2005, & 2006 and its summarized statement of operations for the years then ended. The reporting period is consistent with Gateway's policy of presenting the financial information of Project Partnerships on a three-month lag.

	2006 ----	2005 ----	2004 ----
SUMMARIZED BALANCE SHEETS Assets: Current assets Investment properties, net Other assets Total assets Liabilities and Partners' Deficit: Current liabilities Long-term debt Total liabilities Partners' equity (deficit) Limited Partner General Partners Total Partners' deficit Total liabilities and partners' deficit SUMMARIZED STATEMENTS OF OPERATIONS Rental and other income Expenses: Operating expenses Interest expense Depreciation and amortization Total expenses Net income (loss) Other partners' share of net income (loss) Gateway's share of net income (loss) Suspended losses Equity in Income (Loss) of Project Partnerships	$ 1,034,004 3,353,423 338,067 ------------ $ 4,725,494 ============ $ 1,162,004 3,576,399 ------------ 4,738,403 ------------ 334,229 (347,138) ------------ (12,909) ------------ $ 4,725,494 ============ $ 1,298,578 881,734 223,086 178,469 ------------ 1,283,289 ------------ $ 15,289 ============ $ 153 ============ $ 15,136 0 ------------ $ 15,136 ============	$ 984,687 3,516,468 357,554 ------------ $ 4,858,709 ============ $ 1,131,589 3,741,179 ------------ 4,872,768 ------------ 327,028 (341,087) ------------ (14,059) ------------ $ 4,858,709 ============ $ 1,330,114 956,297 234,483 180,305 ------------ 1,371,085 ------------ $ (40,971) ============ $ (410) ============ $ (40,561) 0 ------------ $ (40,561) ============	$ 1,139,094 3,695,749 428,684 ------------ $ 5,263,527 ============ $ 1,297,271 3,894,630 ------------ 5,191,901 ------------ 385,716 (314,090) ------------ 71,626 ------------ $ 5,263,527 ============ $ 1,238,284 1,000,565 245,085 182,703 ------------ 1,428,353 ------------ $ (190,069) ============ $ (1,901) ============ $ (188,168) 0 ------------ $ (188,168) ============

NOTE 8 - SUBSEQUENT EVENTS:

Subsequent to Gateway's year-end, Gateway sold its partnership interest in Laurel Woods Apartments. Gateway realized approximately $220,000 in net proceeds (approximately $8.60 per unit) from this sale transaction which will be distributed to Limited Partner Unit holders in the 2nd quarter of fiscal year 2008.

NOTE 9 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Year 2007

                   Quarter 1     Quarter 2    Quarter 3     Quarter 4
                            6/30/2006     9/30/2006    12/31/2006    3/31/2007

Total Revenues              $  52,816     $  22,057     $  49,156    $  61,738

Net Income (Loss)           $ (10,816)    $(145,572)    $ (36,044)   $   2,231

Loss Per Weighted
Average Beneficial
Assignee Certificates
Outstanding                 $    (.42)    $   (5.64)     $  (1.40)   $   (9.38)

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)

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

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

The Partners
Crosstown Seniors Limited Dividend
Housing Association Limited Partnership
(A 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, 2006 and 2005, 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, 2006 and 2005, 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.

/s/ Schoonover Boyer & Associates

Columbus, Ohio
February 17, 2007

Item 9.  Changes in and disagreements with Accountants on Accounting and Financial Disclosures

   None

Item 9A.  Controls and Procedures

   As of the end of the period covered by this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and 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 Securities 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.

Item 9A(T).  Controls and Procedures

   Not applicable to Gateway's annual report for fiscal year ended March 31, 2007.

Item 9B.  Other Information

   None.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance

   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 63, 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 51, is a Vice President and a Director. He is a Senior Managing Director 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 Tax Credit Funds, Inc. is a wholly owned subsidiary of Raymond James Financial, Inc. ("RJF"). RJF has adopted a Business Ethics and Corporate Policy that is applicable to the officers and employees of Raymond James Tax Credit Funds, Inc., the Managing General Partner of Gateway. That policy is posted on RJF's Internet website at raymondjames.com raymondjames.com under "About Our Company" --- Investor Relations --- Corporate Governance --- Employee Code of Ethics.

Raymond James Partners, Inc. -

   Raymond James Partners, Inc. was formed to act as the general partner, with affiliated corporations, in limited partnerships sponsored by Raymond James Financial, Inc.

   Information regarding the officers and directors of Raymond James Partners, Inc., is included on pages 51 and 52 of the Prospectus under the section captioned "Management" (consisting of pages 49 through 52 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 and Related Stockholder Matters

   Neither of the General Partners, nor their directors and officers, own any units of the outstanding securities of Gateway as of March 31, 2007.

   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 and Director Independence

   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 Amended Annual Report on Form 10-K/A for amounts accrued or paid to the General Partners and their affiliates during the years ended March 31, 2007, 2006 and 2005.

   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, 2007, 2006 and 2005 were $450,140, $464,115, and $476,680, 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, 2007, 2006 and 2005 were $223,671, $173,378, and $116,631, respectively.

Item 14.  Principal Accounting Fees & Services

   Audit Fees

   The aggregate fees billed by Gateway'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 Gateway's quarterly report on Form 10-Q for the year ended March 31, 2007 was $32,000. The aggregate fees billed by Gateway's former principal accounting firm, Spence, Marston, Bunch, Morris and Co., during fiscal year 2007 for services pertaining to prior years audit reports were $2,000.

   The aggregate fees billed by Gateway'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 Gateway's quarterly report on Form 10-Q for the year ended March 31, 2006 was $26,000. The aggregate fees billed by Gateway'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.

   Tax Fees

   During fiscal 2007 and 2006, Spence, Marston, Bunch, Morris & Co. was engaged to prepare Gateway's federal tax return, for which they billed $8,000 and $5,500 for 2007 and 2006, respectively.

   Other Fees

   The two members of Raymond James Tax Credit Funds, Inc. Board of Directors, Ronald M. Diner and J. Davenport Mosby III also serve as the members of the Audit Committee on behalf of Gateway. The audit committee charter requires that the committee approve the engagement of the principal accounting firm prior to the rendering of any audit or non-audit services. During fiscal 2007, 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

   Schedule IV - Mortgage loans on real estate

   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 Listing

Exhibit
Number   Description
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, File No. 33-18142, 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.)

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta, as of December 31, 2006:

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 Laurel Woods Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. 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 River Road Apts. Middlefield Mathis Retirement Sabinal Housing Kingsland Housing Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village	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 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 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 Waggaman, LA Middlefield, OH Mathis, TX Sabinal, TX Kingsland, TX Poteau, OK Decatur, AR Broken Bow, OK Grove, OK Grangeville, ID Hartwell, GA Pulaski, VA	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 12 44 16 25 24 24 40 32 16 36 24 72 42 24 32 18 24 43 48 40 40 40 24 32 48 48 66 40 48 43 36 36 24 34 19 24 46 42 32 24 44	$ 1,430,868 911,483 1,427,326 1,357,862 653,598 714,038 1,434,201 1,055,660 1,055,428 1,066,499 1,126,470 1,098,253 577,625 1,157,138 1,434,110 944,413 1,372,279 1,425,015 1,343,913 1,238,790 3,576,399 1,131,665 1,353,715 1,280,948 1,119,466 1,442,301 1,392,218 397,714 1,434,881 430,366 924,594 768,261 771,156 1,027,891 800,477 454,150 988,953 681,995 2,370,496 1,084,891 640,984 1,127,171 479,449 854,471 1,056,307 1,385,310 1,139,113 1,454,027 1,175,386 781,148 555,278 858,198 1,312,559 1,873,467 1,295,035 1,306,620 981,513 1,061,734 853,267 589,763 824,658 451,869 754,826 1,447,822 1,215,574 1,121,254 654,081 1,356,554
			------------
			$ 74,864,944
			============

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 Laurel Woods Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. 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 River Road Apts. Middlefield Mathis Retirement Sabinal Housing Kingsland Housing Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village	$ 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 30,000 196,207 23,500 18,000 96,800 15,000 35,000 22,550 28,091 44,712 18,000 207,700 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 25,000 138,000 70,700 37,127 18,000 30,000 18,350 24,300 70,000 45,000 65,227 49,800 75,000	$ 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 1,752,762 972,662 465,835 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 1,210,248 804,816 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 1,340,045 1,250,957 1,041,038 752,263 894,081 564,655 945,516 1,887,868 1,513,446 1,342,952 771,529 1,650,373	$ 18,088 22,381 371,701 231,224 5,034 483 57,257 72,834 114,339 96,598 111,731 111,359 46,646 40,498 (2,132) 2,280 38,288 0 153,841 151,534 759,863 83,513 144,535 210,572 23,300 46,948 849,548 14,592 215,574 121,871 17,350 80,042 4,592 0 (1,144) 926 2,187 5,603 341,227 159,556 (1,979) 12,135 (1,378) 419,589 54,267 (3,285) 2,327 3,554 100,808 (14,292) 0 41,191 0 0 29,993 135,064 102,260 28,570 6,225 9,852 237,432 0 0 0 0 98,028 0 141,538
	-----------	------------	------------
	$ 5,766,017	$ 88,618,702	$ 6,126,538
	===========	============	============

Apartment Properties	Gross Amount At Which Carried At December 31, 2006 --------------------
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 Laurel Woods Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. 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 River Road Apts. Middlefield Mathis Retirement Sabinal Housing Kingsland Housing Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village	$ 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 70,000 110,000 161,550 106,742 600,414 102,229 142,601 147,400 79,224 181,070 87,187 30,000 275,483 29,041 18,000 98,308 15,000 35,000 22,550 28,091 44,712 18,000 268,767 112,306 11,390 82,500 33,330 21,619 50,000 73,500 48,275 57,280 47,258 36,450 33,000 62,500 32,500 101,300 105,846 25,000 138,000 70,700 37,127 18,000 30,000 18,350 24,300 70,000 45,000 65,227 49,800 75,000	$ 1,537,126 943,774 1,984,670 1,823,363 785,389 849,994 1,828,384 1,302,394 1,397,218 1,397,410 1,421,009 1,371,915 733,498 1,418,675 1,752,786 1,138,246 1,560,043 1,678,673 1,664,249 1,442,894 5,732,521 1,399,636 1,719,047 1,683,352 1,341,559 1,794,375 1,785,241 480,427 1,752,852 622,119 1,149,852 940,973 944,783 1,265,760 1,005,745 545,471 1,194,173 845,203 3,034,542 1,314,698 802,837 1,414,933 574,278 1,007,709 1,346,662 1,689,225 1,372,541 1,816,784 1,534,946 939,778 683,016 1,090,364 1,650,087 2,280,419 1,482,347 1,723,700 1,442,305 1,279,527 1,047,263 762,115 1,131,513 564,655 945,516 1,887,868 1,513,446 1,440,980 771,529 1,791,911	$ 1,861,785 1,194,870 2,172,404 1,930,608 810,389 879,994 2,177,840 1,332,776 1,433,117 1,425,263 1,507,290 1,412,886 754,259 1,478,675 1,812,786 1,192,946 1,630,043 1,788,673 1,825,799 1,549,636 6,332,935 1,501,865 1,861,648 1,830,752 1,420,783 1,975,445 1,872,428 510,427 2,028,335 651,160 1,167,852 1,039,281 959,783 1,300,760 1,028,295 573,562 1,238,885 863,203 3,303,309 1,427,004 814,227 1,497,433 607,608 1,029,328 1,396,662 1,762,725 1,420,816 1,874,064 1,582,204 976,228 716,016 1,152,864 1,682,587 2,381,719 1,588,193 1,748,700 1,580,305 1,350,227 1,084,390 780,115 1,161,513 583,005 969,816 1,957,868 1,558,446 1,506,207 821,329 1,866,911
	-----------	------------	------------
	$ 5,938,964	$ 94,572,293	$100,511,257
	===========	============	============

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 Laurel Woods Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. 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 River Road Apts. Middlefield Mathis Retirement Sabinal Housing Kingsland Housing Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village	$ 1,320,120 769,341 926,874 817,639 523,785 570,339 782,751 931,019 991,642 991,107 1,006,812 992,964 515,220 785,057 1,057,274 696,853 1,157,600 1,078,295 740,965 1,038,951 2,979,512 623,412 983,362 934,355 938,543 697,715 1,059,844 317,546 787,032 405,108 491,769 517,840 573,260 727,788 580,116 257,213 566,865 376,723 1,838,739 767,428 454,094 527,528 325,280 322,870 739,899 980,446 516,453 673,358 966,684 578,180 463,438 755,089 1,145,130 1,573,974 979,579 713,932 577,415 661,612 369,937 270,301 370,701 385,403 632,541 1,102,684 1,013,507 879,016 457.853 1,146,760	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 - 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 - 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 - 40.0 5.0 - 27.5 5.0 - 50.0 5.0 - 50.0 5.0 - 50.0 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
	-----------
	$53,702,442
	===========

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006

Reconciliation of Land, Building & Improvements current year changes:

Balance at beginning of period - December 31, 2005 Additions during period: Acquisitions through foreclosure Other acquisitions Improvements, etc. Other Deductions during period: Cost of retired assets Other	0 371,221 0 0 --------- (10,631,228) 0 ---------	$ 110,771,264 371,221 (10,631,228) ------------
Balance at end of period - December 31, 2006		$100,511,257 =============

Reconciliation of Accumulated Depreciation current year changes:

Balance at beginning of period - December 31, 2005 Adjustment to Prior Year's Depreciation Accumulated Depreciation of retired assets Current year expense		$ 56,049,471 0 (5,396,632) 3,049,603 -----------
Balance at end of period - December 31, 2006		$ 53,702,442 ============

GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2006

The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta, as of December 31, 2006:

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 Laurel Woods Crosstown Riverside Apts. Brookshire Apts. Sandridge Apts. Limestone Estates Eagle's Bay Teton View Scotts Hill Sage Claremont Middleport Oakwood Apts. Morgantown Ashburn Housing Cuthbert Elderly Sandhill Forest Oakwood Grove Hastings Manor Lakewood Apts. 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 River Road Apts. Middlefield Mathis Retirement Sabinal Housing Kingsland Housing Poteau Prop. III Decatur Properties Broken Bow Prop II Turtle Creek II Pleasant Valley Hartwell Elderly Pulaski Village	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 12 44 16 25 24 24 40 32 16 36 24 72 42 24 32 18 24 43 48 40 40 40 24 32 48 48 66 40 48 43 36 36 24 34 19 24 46 42 32 24 44	$ 1,430,868 911,483 1,427,326 1,357,862 653,598 714,038 1,434,201 1,055,660 1,055,428 1,066,499 1,126,470 1,098,253 577,625 1,157,138 1,434,110 944,413 1,372,279 1,425,015 1,343,913 1,238,790 3,576,399 1,131,665 1,353,715 1,280,948 1,119,466 1,442,301 1,392,218 397,714 1,434,881 430,366 924,594 768,261 771,156 1,027,891 800,477 454,150 988,953 681,995 2,370,496 1,084,891 640,984 1,127,171 479,449 854,471 1,056,307 1,385,310 1,139,113 1,454,027 1,175,386 781,148 555,278 858,198 1,312,559 1,873,467 1,295,035 1,306,620 981,513 1,061,734 853,267 589,763 824,658 451,869 754,826 1,447,822 1,215,574 1,121,254 654,081 1,356,554	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% 8.75% 8.75% 9.75% 8.75% 9.50% 9.25% 8.75% 8.75% 9.00% 9.50% 9.00% 8.75% 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% 8.75% 9.25% 9.50% 9.00% 9.00% 9.00% 8.75% 8.75% 9.00% 8.75% 8.75% 9.25%	$ 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 3,073 11,087 3,750 7,144 6,379 6,226 7,935 6,189 3,615 8,215 5,412 18,332 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 9,625 8,579 7,082 4,674 6,554 3,569 5,801 11,110 9,818 8,646 5,045 10,978	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 33 50 50 50 50 50 50 50 50 50 50 50
		------------$ 74,864,944 ===========

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: April 11, 2008              By:/s/ Ronald M. Diner
                                  Ronald M. Diner
                                  President, Director

Date: April 11, 2008              By:/s/ J. Davenport Mosby III
                                  J. Davenport Mosby III
                                  Director

Date: April 11, 2008              By:/s/ Jonathan Oorlog
                                  Jonathan Oorlog
                                  Vice President and Chief Financial Officer

Date: April 11, 2008              By:/s/ Sandra C. Humphreys
                                  Sandra C. Humphreys
                                  Secretary and Treasurer

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Ron Diner, certify that:

1. I have reviewed this Amended Report on Form 10-K/A of Gateway Tax Credit Fund, Ltd.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 11, 2008

By:/s/ Ronald M. Diner

President

Raymond James Tax Credit Funds, Inc.

(the Managing General Partner)

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Jonathan Oorlog, certify that:

1. I have reviewed this Amended Report on Form 10-K/A of Gateway Tax Credit Fund, Ltd.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 11, 2008

By:/s/ 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 Amended Annual Report of Form 10-K/A of Gateway Tax Credit Fund, Ltd. for the year ended March 31, 2007 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)
April 11, 2008

/s/ Jonathan Oorlog
Vice President and Chief Financial Officer
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
April 11, 2008

GATEWAY TAX CREDIT FUND LTD 10-K/A