UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

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

For the fiscal year ended March 31, 2012

[ ] 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 0-21762

Gateway Tax Credit Fund III Ltd.

(Exact name of Registrant as specified in its charter)

Florida		59-3090386
(State or other jurisdiction of incorporation or organization)		(IRS Employer 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, 2012
Limited Partnership Interest		2,041
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).

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, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller Reporting Company [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 Registrant’s Limited Partnership interests.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I, II, III and IV - Form S-11 Registration Statement

and all amendments and supplements thereto.

File No. 33-44238

PART I

Item 1. Business

Gateway Tax Credit Fund III 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., (collectively the “General Partners”) both sponsors of Gateway Tax Credit Fund III Ltd. and wholly owned subsidiaries of Raymond James Financial, Inc. Gateway was formed October 17, 1991 and commenced operations July 16, 1992 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 (“Tax Credits”) under Section 42 of the Internal Revenue Code, 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. As of March 31, 2012, Gateway received capital contributions of $1,000 from the General Partners and from the Limited Partners: $10,395,000 in Series 7, $9,980,000 from Series 8, $6,254,000 from Series 9, $5,043,000 from Series 10 and $5,127,000 from Series 11.

Gateway offered Limited Partnership units in series. Each Series invests in a separate and distinct pool of Project Partnerships. Net proceeds from each Series were used to acquire Project Partnerships which are specifically allocated to such Series. Income or loss and all tax items from the Project Partnerships acquired by each Series are specifically allocated among the Limited Partners of such Series.

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 described in the Limited Partnership Agreement.

Gateway initially held investments in 133 Project Partnerships. As more fully described in Item 7 herein, Gateway is presently in the process of disposing of its interests in Project Partnerships. As of March 31, 2012, 40 Project Partnerships once held by Gateway have been sold. Project Partnership investments held by Series as of March 31, 2012 are as follows: 18 Project Partnerships for Series 7, 36 Project Partnerships for Series 8, 19 Project Partnerships for Series 9, 12 Project Partnerships for Series 10 and 8 Project Partnerships for Series 11. Gateway acquired its interests in the Project Partnerships by becoming a limited partner in the Project Partnerships that own the properties. As of March 31, 2012, the capital received for each Series was fully invested in Project Partnerships and management plans no new Project Partnership acquisitions.

The primary source of funds from the inception of each Series has been the capital contributions from Limited Partner investors. Gateway’s operating costs are funded using the reserves established for this purpose, the interest earned on these reserves and distributions received from Project Partnerships. Gateway has also received proceeds from the sale of Project Partnerships and made corresponding cash distributions to Limited Partners.

All but eight of the Project Partnerships are financed with mortgage loans from the Farmers Home Administration (now called United States Department of Agriculture - 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. One Project Partnership in Series 7 received conventional financing. One Project Partnership in Series 9, two Project Partnerships in Series 10 and one Project Partnership in Series 11 are fully financed through the HOME Investment Partnerships Program. These HOME Program loans provide financing at rates of 0 % to 0.5% for a period of 15 to 42 years. One Project Partnership in Series 11 is partially financed by HOME. Two Project Partnerships in Series 11 received conventional financing.

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) Preserve and protect the capital of each Series.

The investment objectives and policies of Gateway are described in detail on pages 39 through 47 of the Prospectus under the caption “Investment Objectives and Policies” which is incorporated herein by reference.

Item 1. Business (Continued)

Gateway's goal is to invest in a diversified portfolio of Project Partnerships located in rural and suburban locations with a high demand for low income housing. As of March 31, 2012, each Series' investor capital contributions were successfully invested in Project Partnerships which met the investment criteria. The Tax Credits have been provided to Gateway’s investors and the fifteen year Tax Credit compliance period has expired for all of the Project Partnerships (see further information in the Exit Strategy discussion below). Gateway is now in the process of disposing of its remaining interests and distributing proceeds from those sales to the Limited Partners. Gateway’s objective is to sell Gateway’s interests in Project Partnerships which have exited the Tax Credit compliance period for fair market value and ultimately, liquidate the Project Partnerships and in turn liquidate Gateway.

Gateway has no direct employees. Services are performed by the Managing General Partner and its affiliates and by agents retained by it. The Managing General Partner has full and exclusive discretion in management and control of Gateway.

Exit Strategy Upon expiration of the Project Partnership Tax Credit Compliance Period

When Project Partnerships reach the end of their Tax Credit compliance period, Gateway initiates a process of disposing of its investments in the Project Partnerships. The objective is to sell Gateway’s interest in such properties for fair market value and ultimately, liquidate the Project Partnerships and in turn, when Gateway’s last Project Partnership investment is sold, liquidate Gateway.

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

All of the original 133 Project Partnership investments have reached the end of their Tax Credit compliance period as of December 31, 2010. As of March 31, 2012, 40 of the Project Partnership investments 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 those Series. On a cumulative basis as of March 31, 2012, $338,877 of net sales proceeds representing $32.60 per Limited Partner unit in Series 7 and $67,964 of net sales proceeds representing $6.81 per Limited Partner unit in Series 8 have been distributed to the Limited Partners of the respective Series.

Item 1A. Risk Factors

The General Partners do not believe the Project Partnerships are subject to the risks generally associated with conventionally financed nonsubsidized apartment properties. Risks related to the operations of Gateway are described in detail on pages 29 through 38 of the Prospectus, as supplemented, contained in the Registration Statement, File No. 33-44238 (“Prospectus”), under the Caption “Risk Factors” which is incorporated herein by reference.

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 2012, 2011,or 2010.

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 a 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 disposal of a Project Partnership.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Gateway holds an interest in properties through its limited partnership investments in Project Partnerships. The largest single net investment as of March 31, 2012 in a Project Partnership is in Series 11, where one Project Partnership constitutes 16.3% of the Series’ total assets (the net investment for book purposes is zero for each Project Partnership in Series 7, 8, 9 and 10). The following table provides certain summary information regarding the Project Partnerships in which Gateway held an interest as of December 31, 2011 (the Project Partnerships’ financial information contained herein is reported on a 3-month lag):

SERIES 7
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS		DATE ACQUIRED		PROPERTY COST		OCCUPANCY RATE
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS		DATE ACQUIRED		PROPERTY COST		OCCUPANCY RATE
Washington	Bloomfield, NE		24		9/92	$	999,871		79	%
BrookStone	McCaysville, GA		40		9/92		1,464,981		98	%
N. Irvine	Irvine, KY		24		9/92		1,049,192		88	%
Manchester	Manchester, GA		42		9/92		1,474,053		98	%
Waynesboro	Waynesboro, GA		24		9/92		819,270		100	%
Warm Springs	Warm Springs, GA		22		9/92		822,317		91	%
Dilley	Dilley, TX		28		9/92		892,426		100	%
Elsa	Elsa, TX		40		9/92		1,343,531		100	%
Leander	Leander, TX		36		9/92		1,188,198		100	%
Louisa Sr.	Louisa, KY		36		9/92		1,451,921		100	%
Orchard Commons	Crab Orchard, KY		12		9/92		450,887		100	%
Heritage Park	Paze, AZ		32		9/92		1,667,747		97	%
BrooksHollow	Jasper, GA		40		9/92		1,514,019		98	%
Carson City	Carson City, KS		24		11/92		984,740		79	%
Matteson	Capa, KS		24		11/92		978,455		83	%
Pembroke	Pembroke, KY		16		12/92		588,717		100	%
Robynwood	Cynthiana, KY		24		12/92		962,677		92	%
Hill Creek	West Blocton, AL		24		11/93		1,009,630		100	%

Total Series 7			512			$	19,662,632

The average effective rental income per unit for the year ended December 31, 2011 is $4,639 per year ($387 per month).

Item 2 - Properties (Continued)

SERIES 8
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS		DATE ACQUIRED		PROPERTY COST		OCCUPANCY RATE
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS		DATE ACQUIRED		PROPERTY COST		OCCUPANCY RATE
Purdy	Purdy, MO		16		12/92	$	683,150		94	%
Galena	Galena, KS		24		12/92		897,975		100	%
Antlers 2	Antlers, OK		24		1/93		787,859		100	%
Holdenville	Holdenville, OK		24		1/93		892,598		100	%
Wetumka	Wetumka, OK		24		1/93		812,853		96	%
Mariners Cove	Marine City, MI		32		1/93		1,348,497		81	%
Mariners Cove Sr.	Marine City, MI		24		1/93		1,046,112		83	%
Antlers	Antlers, OK		36		3/93		1,321,039		86	%
Bentonville	Bentonville, AR		24		3/93		758,489		92	%
Deerpoint	Elgin, AL		24		3/93		948,824		83	%
Aurora	Aurora, MO		28		3/93		998,053		100	%
Baxter	Baxter Springs, KS		16		4/93		636,656		100	%
Timber Ridge	Collinsville, AL		24		5/93		966,840		96	%
Concordia Sr.	Concordia, KS		24		5/93		826,389		88	%
Mountainburg	Mountainburg, AR		24		6/93		883,990		100	%
Fox Ridge	Russellville, AL		24		6/93		909,110		88	%
Meadow View	Bridgeport, NE		16		6/93		755,768		94	%
Sheridan	Auburn, NE		16		6/93		837,896		100	%
Grand Isle	Grand Isle, ME		16		6/93		1,156,825		94	%
Meadowview	Van Buren, AR		29		8/93		994,717		93	%
Taylor	Taylor, TX		44		9/93		1,530,463		100	%
Brookwood	Gainesboro, TN		44		9/93		1,881,170		95	%
Pleasant Valley	Lynchburg, TN		33		9/93		1,457,746		100	%
Reelfoot	Ridgely, TN		20		9/93		841,695		90	%
River Rest	Newport, TN		34		9/93		1,465,419		97	%
Kirksville	Kirksville, MO		24		9/93		831,492		96	%
Kenton	Kenton, OH		46		9/93		1,781,759		83	%
Lovingston	Lovingston, VA		64		9/93		2,841,268		100	%
Hustonville	Hustonville, KY		16		10/93		727,278		100	%
Northpoint	Jackson, KY		24		10/93		1,146,792		92	%
Brooks Field	Louisville, GA		32		10/93		1,245,045		100	%
Brooks Lane	Clayton, GA		36		10/93		1,377,885		100	%
Brooks Point	Dahlonega, GA		41		10/93		1,716,890		98	%
Brooks Run	Jasper, GA		24		10/93		962,937		100	%
Logan Heights	Russellville, KY		24		11/93		971,701		88	%
Lakeshore 2	Tuskegee, AL		36		12/93		1,506,489		94	%

Total Series 8			1,011			$	40,749,669

The average effective rental income per unit for the year ended December 31, 2011 is $4,783 per year ($399 per month).

Item 2 - Properties (Continued)

SERIES 9
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS		DATE ACQUIRED		PROPERTY COST		OCCUPANCY RATE
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS		DATE ACQUIRED		PROPERTY COST		OCCUPANCY RATE
Jay	Jay, OK		24		9/93	$	810,597		96	%
Boxwood	Lexington, TX		24		9/93		770,939		92	%
Omega	Omega, GA		36		11/93		1,407,304		86	%
Cornell 2	Watertown, SD		24		11/93		1,282,776		100	%
Elm Creek	Pierre, SD		24		11/93		1,360,972		88	%
Marionville	Marionville, MO		20		11/93		814,002		100	%
Lamar	Lamar, AR		24		12/93		904,325		83	%
Centreville	Centreville, AL		24		12/93		1,014,057		100	%
Skyview	Troy, AL		36		12/93		1,506,162		86	%
Bradford	Cumberland, KY		24		12/93		1,026,848		100	%
Cedar Lane	London, KY		24		12/93		963,841		100	%
Stanton	Stanton, KY		24		12/93		959,149		96	%
Abernathy	Abernathy, TX		24		1/94		781,898		100	%
Pembroke	Pembroke, KY		24		1/94		950,827		92	%
Meadowview	Greenville, AL		24		2/94		1,170,447		88	%
Town Branch	Mt. Vernon, KY		24		12/93		937,356		100	%
Fox Run	Ragland, AL		24		3/94		973,193		100	%
Maple Street	Emporium, PA		32		3/94		1,722,593		94	%
Manchester	Manchester, GA		18		5/94		735,558		89	%

Total Series 9			478			$	20,092,844

The average effective rental income per unit for the year ended December 31, 2011 is $4,738 per year ($395 per month).

Item 2 - Properties (Continued)

SERIES 10
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS		DATE ACQUIRED		PROPERTY COST		OCCUPANCY RATE
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS		DATE ACQUIRED		PROPERTY COST		OCCUPANCY RATE
Albany	Albany, KY		24		1/94	$	1,013,806		100	%
Oak Terrace	Bonifay, FL		18		1/94		663,362		100	%
Wellshill	West Liberty, KY		32		1/94		1,297,119		100	%
Applegate	Florence, AL		36		2/94		1,874,908		100	%
Heatherwood	Alexander, AL		36		2/94		1,661,886		94	%
Donna	Donna, TX		50		1/94		1,779,782		100	%
Wellsville	Wellsville, NY		24		2/94		1,490,796		96	%
Tecumseh	Tecumseh, NE		24		4/94		1,193,824		100	%
Clay City	Clay City, KY		24		5/94		1,118,501		96	%
Irvine West	Irvine, KY		24		5/94		1,157,971		96	%
New Castle	New Castle, KY		24		5/94		1,060,885		100	%
Stigler	Stigler, OK		20		7/94		754,056		100	%

Total Series 10			336			$	15,066,896

The average effective rental income per unit for the year ended December 31, 2011 is $4,669 per year ($389 per month).

SERIES 11
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS		DATE ACQUIRED		PROPERTY COST		OCCUPANCY RATE
PARTNERSHIP	LOCATION OF PROPERTY	# OF UNITS		DATE ACQUIRED		PROPERTY COST		OCCUPANCY RATE
Homestead	Pinetop, AZ		32		9/94	$	1,846,395		97	%
Eloy	Eloy, AZ		24		11/94		1,149,400		92	%
Gila Bend	Gila Bend, AZ		36		11/94		1,611,752		94	%
Creekstone	Dallas, GA		40		12/94		2,008,604		93	%
Tifton	Tifton, GA		36		12/94		1,706,886		92	%
Cass Towne	Cartersville, GA		10		12/94		360,040		80	%
Royston	Royston, GA		25		12/94		934,548		100	%
Red Bud	Mokane, MO		8		12/94		305,198		88	%

Total Series 11			211			$	9,922,823

The average effective rental income per unit for the year ended December 31, 2011 is $5,658 per year ($472 per month).

Item 2 - Properties (Continued)

A summary of the book value of the fixed assets of the Project Partnerships as of December 31, 2011, 2010 and 2009 is as follows:

	12/31/2011
	SERIES 7		SERIES 8		SERIES 9
Land	$	875,709	$	1,601,270	$	839,059
Land Improvements		195,519		458,404		258,485
Buildings		17,988,098		36,433,935		18,155,428
Furniture and Fixtures		603,306		2,256,060		839,872

Properties, at Cost		19,662,632		40,749,669		20,092,844
Less: Accum Depr.		11,021,438		23,642,551		10,683,606

Properties, Net	$	8,641,194	$	17,107,118	$	9,409,238

	SERIES 10		SERIES 11		TOTAL
Land	$	604,025	$	368,167	$	4,288,230
Land Improvements		101,193		18,163		1,031,764
Buildings		13,768,245		9,159,677		95,505,383
Furniture and Fixtures		593,433		376,816		4,669,487

Properties, at Cost		15,066,896		9,922,823		105,494,864
Less: Accum Depr.		6,587,656		4,813,311		56,748,562

Properties, Net	$	8,479,240	$	5,109,512	$	48,746,302

	12/31/2010
	SERIES 7		SERIES 8		SERIES 9
Land	$	1,102,244	$	1,841,988	$	1,066,159
Land Improvements		185,259		506,661		267,829
Buildings		26,107,509		40,441,082		22,319,500
Furniture and Fixtures		856,957		2,397,785		1,006,280

Properties, at Cost		28,251,969		45,187,516		24,659,768
Less: Accum Depr.		15,080,769		24,615,247		12,235,111

Properties, Net	$	13,171,200	$	20,572,269	$	12,424,657

	SERIES 10		SERIES 11		TOTAL
Land	$	641,025	$	583,404	$	5,234,820
Land Improvements		169,702		22,242		1,151,693
Buildings		15,608,336		14,402,902		118,879,329
Furniture and Fixtures		652,002		751,440		5,664,464

Properties, at Cost		17,071,065		15,759,988		130,930,306
Less: Accum Depr.		7,062,374		7,441,864		66,435,365

Properties, Net	$	10,008,691	$	8,318,124	$	64,494,941

Item 2 - Properties (Continued)

	12/31/2009
	SERIES 7		SERIES 8		SERIES 9
Land	$	1,331,869	$	1,841,988	$	1,076,159
Land Improvements		185,259		449,688		266,148
Buildings		30,482,220		39,998,985		22,826,427
Furniture and Fixtures		1,107,081		2,288,985		985,450
Construction in Process		7,134		-		-

Properties, at Cost		33,113,563		44,579,646		25,154,184
Less: Accum Depr.		16,929,623		23,197,112		11,869,777

Properties, Net	$	16,183,940	$	21,382,534	$	13,284,407

	SERIES 10		SERIES 11		TOTAL
Land	$	641,025	$	599,197	$	5,490,238
Land Improvements		148,044		22,242		1,071,381
Buildings		15,602,386		14,793,221		123,703,239
Furniture and Fixtures		625,446		735,475		5,742,437
Construction in Process		-		-		7,134

Properties, at Cost		17,016,901		16,150,135		136,014,429
Less: Accum Depr.		6,629,121		7,119,194		65,744,827

Properties, Net	$	10,387,780	$	9,030,941	$	70,269,602

Item 3. Legal Proceedings

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

Item 4. (Removed and Reserved)

PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) Gateway's Limited Partnership interests are not publicly traded. There is no market for Gateway's Limited Partnership interests and it is unlikely that any will develop. No transfers of Limited Partnership Interests are permitted without the prior written consent of the Managing General Partner. There have been numerous transfers from inception to date with most being from individuals to their trusts or heirs. The Managing General Partner is not aware of the price at which Limited Partnership units are transferred. The criteria for and the details regarding transfers are found on pages A-28 and A-29 of the Limited Partnership Agreement under ARTICLE XII under the caption “Transfers of Units” found in 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, 2012
Limited Partnership Interest		2,041
General Partner Interest		2

Item 6. Selected Financial Data

FOR THE YEARS ENDED MARCH 31,

SERIES 7	2012			2011			2010			2009			2008
Total Revenues	$	16,017		$	23,473		$	31,189		$	26,416		$	36,085
Net Income (Loss)		76,290			473,439			142,985			(349,081	)		(345,647	)
Equity in Income (Loss) of Project Partnerships		-			-			-			707			(28,789	)
Total Assets		831,096			770,297			293,719			335,175			650,076
Investments In Project Partnerships		-			-			84,017			88,308			284,147

Per Weighted Average
Limited Partnership Unit: (A)
Tax Credits		.00			.00			.00			.00			.00
Portfolio Income		0.69			1.75			3.52			7.40			10.02
Passive Loss		(61.17	)		(73.86	)		(100.74	)		(104.98	)		(94.93	)
Net Income (Loss)		7.27			45.09			8.32			(37.38	)		(32.92	)
Distributions Paid		-			-			28.43			4.17			-

FOR THE YEARS ENDED MARCH 31,

SERIES 8	2012			2011			2010			2009			2008
Total Revenues	$	23,726		$	24,662		$	23,800		$	18,335		$	29,379
Net Loss		(31,397	)		(90,218	)		(91,802	)		(517,416	)		(251,652	)
Equity in Loss of Project Partnerships		-			-			(2,631	)		(45,239	)		(54,012	)
Total Assets		134,550			231,397			238,988			200,925			625,123
Investments In Project Partnerships		-			-			-			15,007			296,532

Per Weighted Average
Limited Partnership Unit: (A)
Tax Credits		.00			.00			.00			.00			.00
Portfolio Income		1.93			3.99			4.11			8.70			12.04
Passive Loss		(103.30	)		(96.76	)		(113.31	)		(131.63	)		(110.05	)
Net Loss		(3.56	)		(9.35	)		(11.39	)		(51.36	)		(31.71	)
Distributions Paid		-			-			-			6.81			-

Item 6. Selected Financial Data (Continued)

FOR THE YEARS ENDED MARCH 31,

SERIES 9	2012			2011			2010			2009			2008
Total Revenues	$	15,517		$	16,002		$	15,862		$	10,038		$	8,514
Net Income (Loss)		6,445			(9,637	)		(120,481	)		(416,956	)		(242,723	)
Equity in Loss of Project Partnerships		-			-			(4,909	)		(87,688	)		(100,405	)
Total Assets		140,755			142,196			96,912			134,007			502,778
Investments In Project Partnerships		-			-			-			9,681			292,761

Per Weighted Average
Limited Partnership Unit: (A)
Tax Credits		.00			.00			.00			.00			.00
Portfolio Income		1.27			2.72			1.84			6.02			8.73
Passive Loss		(84.36	)		(103.73	)		(131.15	)		(130.99	)		(112.02	)
Net Loss		(0.07	)		(8.65	)		(20.65	)		(66.00	)		(38.42	)

FOR THE YEARS ENDED MARCH 31,

SERIES 10	2012			2011			2010			2009			2008
Total Revenues	$	11,814		$	12,943		$	8,658		$	12,302		$	2,129
Net Loss		(71,877	)		(60,829	)		(100,294	)		(609,675	)		(561,574	)
Equity in (Loss) Income of Project Partnerships		(59,249	)		(25,669	)		(28,325	)		796			(75,336	)
Total Assets		156,749			218,357			250,905			295,574			872,011
Investments In Project Partnerships		-			64,697			97,267			136,408			672,563

Per Weighted Average
Limited Partnership Unit: (A)
Tax Credits		.00			.00			.00			.00			.00
Portfolio Income		1.37			1.57			2.97			6.24			9.28
Passive Loss		(87.99	)		(58.86	)		(98.97	)		(89.39	)		(79.58	)
Net Loss		(19.24	)		(12.33	)		(21.65	)		(119.69	)		(110.24	)

FOR THE YEARS ENDED MARCH 31,

SERIES 11	2012			2011			2010			2009			2008
Total Revenues	$	7,589		$	3,607		$	4,207		$	2,182		$	2,782
Net Income (Loss)		11,150			(45,060	)		(188,280	)		(468,075	)		(628,777	)
Equity in Loss of Project Partnerships		(57,365	)		(107,077	)		(80,592	)		(115,651	)		(74,752	)
Total Assets		578,758			602,148			621,840			782,534			1,220,597
Investments In Project Partnerships		185,696			245,863			411,872			536,485			935,152

Per Weighted Average
Limited Partnership Unit: (A)
Tax Credits		.00			.00			.00			.00			.00
Portfolio Income		0.38			1.03			2.49			5.61			7.55
Passive Loss		(63.25	)		(63.44	)		(69.47	)		(71.57	)		(67.19	)
Net Income (Loss)		2.14			(16.94	)		(36.36	)		(90.38	)		(121.41	)

FOR THE YEARS ENDED MARCH 31,

TOTAL SERIES 7 - 11	2012			2011			2010			2009			2008
Total Revenues	$	74,663		$	80,687		$	83,716		$	69,273		$	78,889
Net (Loss) Income		(9,389	)		267,695			(357,872	)		(2,361,203	)		(2,030,373	)
Equity in Loss of Project Partnerships		(116,614	)		(132,746	)		(116,457	)		(247,075	)		(333,294	)
Total Assets		1,841,908			1,964,395			1,502,364			1,748,215			3,870,585
Investments In Project Partnerships		185,696			310,560			593,156			785,889			2,481,155

(A) The tax information is as of December 31, the year end 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

The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Gateway. The MD&A is provided as a supplement to, and should be read in conjunction with the financial statements and accompanying footnotes to the financial statements 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 have been implemented by Gateway and other provisions will be implemented by Gateway in subsequent years.

Gateway - All Series - The following discusses the overall results of operations, liquidity and capital resources for Gateway as a whole. A summary of the activity within each specific Series of Gateway then follows.

Results of Operations

As more fully detailed in the Exit Strategy discussion included within this MD&A, all of the Project Partnerships have delivered their Tax Credits to Gateway and the Tax Credit compliance period has expired for all 133 of the Project Partnerships initially held. Gateway is in the process of selling or disposing of its interests in Project Partnerships that have reached the end of their Tax Credit compliance period. Net proceeds received from the sales are in turn distributed to the Limited Partners. Once all Project Partnership interests have been sold or otherwise disposed of, Gateway will be liquidated. The target date for liquidation of Gateway is on or before December 31, 2012, although there is no certainty, and it may not even be considered likely at this time, that all the activities necessary to occur as of such date will have transpired.

Distribution income arises from any cash distributions received from Project Partnerships which have a zero investment balance for financial reporting purposes. Distribution income decreased 8% in fiscal year 2012 to $74,663, a decrease of $6,024 from the fiscal year 2011 distribution income of $80,687, which represented a $3,029 or 4% decrease as compared to distribution income of $83,716 in fiscal year 2010. The decrease in distribution income for the years ended March 31, 2012 and 2011 is a result of a reduction in distribution payments to Gateway by the Project Partnerships. The gross distributions received from Project Partnerships decreased from $95,789 for the year ended March 31, 2011 to $82,913 for the year ended March 31, 2012.

Gateway has no direct employees. The General Partners have full and exclusive discretion in management and control of Gateway. Total expenses of Gateway were $348,164 for the fiscal year ended March 31, 2012, a decrease of $49,695 as compared to the fiscal year 2011 total expenses of $397,859, which represented a $275,542 decrease in total expenses as compared to the fiscal year 2010 amount of $673,401. During fiscal year 2010, impairment expense was recorded in the aggregate amount of $28,099. Net of this impairment expense, expenses of Gateway decreased $247,443, or 38% in fiscal year 2011 versus fiscal year 2010. The decrease in fiscal years 2012 and 2011 results primarily from decreases in: 1) asset management fees and general and administrative expenses - General Partner due to sales of Project Partnerships (Gateway ceases accruing Asset Management Fees and General and Administrative Expenses - General Partner for sold Project Partnerships) along with the cessation of accruals for general and administrative expenses - General Partner in Series 8 (beginning in fiscal year 2010), Series 7, 9 and 10 (beginning in March 2010) and Series 11 (beginning in October 2010) and 2) amortization expense (resulting from the suspension of amortization due to Project Partnership investment balances reaching zero or the acquisition fees and expense being fully amortized).

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

For the year ended March 31, 2012, Equity in Loss of Project Partnerships totaled $116,614 which represents a $16,132 decrease as compared to the Equity in Loss of Project Partnerships for the year ended March 31, 2011 of $132,746. For the year ended March 31, 2010, Equity in Loss of Project Partnerships totaled $116,457. Equity in Loss of Project Partnerships decreased for the year ended March 31, 2012 as compared to the year ended March 31, 2011 because of a decrease in the losses from Project Partnerships with a positive investment balance. Because Gateway utilizes the equity method of accounting for its Project Partnerships, income or losses from Project Partnerships with a zero investment balance are not recognized in the Statement of Operations. For the year ended December 31, 2011 (Project Partnership financial information is reported on a three-month lag), Gateway’s share of the net loss was $1,859,913, of which $1,743,299 was suspended. For the year ended December 31, 2010, Gateway’s share of the net loss was $2,197,029, of which $2,064,283 was suspended. For the year ended December 31, 2009, Gateway’s share of the net loss was $2,478,314, of which $2,361,857 was suspended. 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. 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 2012, the Gain on Sale of Project Partnerships amounted to $380,459, a decrease of $337,030 over the fiscal year 2011 amount of $717,489, which in turn was an increase of $373,971 from the fiscal year 2010 Gain on Sale of Project Partnerships amount of $343,518. As more fully discussed herein, nineteen Project Partnership investments were sold during fiscal year 2012 as compared to seven in fiscal year 2011 and nine in fiscal year 2010. The amount of the gain or loss from the sale of a Project Partnership and the year in which it is recognized on the Statement of Operations is dependent upon the specifics related to each sale or disposition transaction. Refer to the discussion of each Project Partnerships sold in the Exit Strategy section within this MD&A.

Interest income for the year ended March 31, 2012 of $267 represents an increase of $143 or 115%, as compared to fiscal year 2011. Interest income in fiscal year 2011 of $124 was a decrease of $4,628 or 97% as compared to the fiscal year 2010 interest income of $4,752. The change in interest income results from the fluctuation of interest rates on short-term investments over this period. Interest income is generally one source of funds available to pay administrative costs of Gateway.

Liquidity and Capital Resources

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

The sources of funds to pay the expenses of Gateway are cash and cash equivalents and the interest earnings thereon, and cash distributed to the Series from the operations of the Project Partnerships. Due to the rent limitations applicable to the Project Partnerships as a result of their qualifying for Low-Income Housing Tax Credits, Gateway does not expect there to be a significant increase in future rental income of the Project Partnerships. Therefore, cash distributions from the operations of the Project Partnerships are not expected to increase on a per project basis. However, operational factors of the Project Partnerships and the timing of distributions contribute to fluctuations of distributions from year to year. Management believes these sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

In total, Gateway reported a net loss of $9,389 from operations for the year ended March 31, 2012. Cash and Cash Equivalents decreased by $13,366. Of the Cash and Cash Equivalents on hand as of March 31, 2012, $1,146,399 is payable to certain Series’ Limited Partners arising from the sale of Project Partnerships. After consideration of these sales proceeds, Cash and Cash Equivalents decreased $393,825 as compared to the prior year-end balances.

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

The financial performance of each respective Series is summarized as follows:

Series 7 - Gateway closed this series on October 16, 1992 after receiving $10,395,000 from 635 Limited Partner investors. As of March 31, 2012, the Series had invested $3,308,861 in 18 Project Partnerships located in 7 states containing 512 apartment units. Average occupancy of the Project Partnerships was 95% at December 31, 2011.

Equity in Loss of Project Partnerships has been $0 for each of the fiscal years ended March 31, 2012, 2011 and 2010. As presented in Note 4, the Project Partnerships generated a loss for the years ended December 31, 2011, 2010 and 2009 of $347,258, $548,804 and $695,025 on Rental and other income of $3,160,983, $4,434,943 and $5,284,523, respectively. Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2011, 2010 and 2009 was $367,309, $573,276 and $701,101, all of which were suspended. If not suspended, these losses would have reduced the Investments in Project Partnerships below zero. In general, it is common in the real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization. (These Project Partnerships reported depreciation and amortization of $579,826, $847,923 and $1,008,239 for the years ended December 31, 2011, 2010 and 2009, respectively). As a result, management expects that this Series, as well as the Series described below, will report its equity in Project Partnerships as a loss for tax and financial reporting purposes. 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. There was no impairment expense for the fiscal years ended March 31, 2012, 2011 or 2010. Overall management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

At March 31, 2012, the Series had $831,096 of short-term investments (Cash and Cash Equivalents). Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

As disclosed on the statement of cash flows, the Series had a net income of $76,290 for the year ended March 31, 2012. However, after considering the changes in operating assets and liabilities, net cash used in operating activities was $92,979. Cash provided by investing activities totaled $153,778 consisting of $16,017 in cash distributions from the Project Partnerships and $137,761 in net proceeds from the Sale of Project Partnerships (refer to the Exit Strategy section within this MD&A for more detailed discussion of these sales of Project Partnerships).

Series 8 - Gateway closed this Series on July 1, 1993 after receiving $9,980,000 from 664 Limited Partner investors. As of March 31, 2012, the Series had invested $6,293,277 in 36 Project Partnerships located in 14 states containing 1,011 apartment units. Average occupancy of the Project Partnerships was 94% at December 31, 2011.

Equity in Loss of Project Partnerships was $0 for the fiscal year ended March 31, 2012. Equity in Loss of Project Partnerships decreased to $0 in fiscal year 2011 from a loss of $2,631 for fiscal year 2010. As presented in Note 4, the Project Partnerships generated a loss for the years ended December 31, 2011, 2010 and 2009 of $774,354, $723,487 and $782,205 on Rental and other income of $6,112,701, $6,793,755 and $6,930,389, respectively. Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2011, 2010 and 2009 was $785,848, $717,967 and $777,837, of which $785,848, $717,967 and $775,206 were suspended, respectively. If not suspended, these losses would have reduced the Investments in Project Partnerships below zero. In general, it is common in the real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization. (These Project Partnerships reported depreciation and amortization of $1,281,664, $1,420,237 and $1,397,733 for the years ended December 31, 2011, 2010 and 2009, respectively). 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. There was no impairment expense for the fiscal years ended March 31, 2012 or 2011. For the fiscal year ended March 31, 2010, impairment expense of $8,681 was recognized. Overall management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

At March 31, 2012, the Series had $134,550 of short-term investments (Cash and Cash Equivalents). Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

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

As disclosed on the statement of cash flows, the Series had a net loss of $31,397 for the year ended March 31, 2012. However, after considering the changes in operating assets and liabilities, net cash used in operating activities was $180,638. Cash provided by investing activities totaled $83,791 consisting of $23,726 in cash distributions from the Project Partnerships and $60,065 in net proceeds from the Sale of Project Partnerships (refer to the Exit Strategy section within this MD&A for more detailed discussion of these sales of Project Partnerships).

Series 9 - Gateway closed this Series on September 30, 1993 after receiving $6,254,000 from 406 Limited Partner investors. As of March 31, 2012, the Series had invested $3,824,212 in 19 Project Partnerships located in 9 states containing 478 apartment units. Average occupancy of the Project Partnerships was 94% at December 31, 2011.

Equity in Loss of Project Partnerships was $0 for the fiscal year ended March 31, 2012. Equity in Loss of Project Partnerships decreased to $0 in fiscal year 2011 from a loss of $4,909 for fiscal year 2010. As presented in Note 4, the Project Partnerships generated a loss for the years ended December 31, 2011, 2010 and 2009 of $330,423, $452,089 and $552,678 on Rental and other income of $3,031,020, $3,690,119 and $3,633,336, respectively. Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2011, 2010 and 2009 was $327,119, $447,568 and $547,151, of which $327,119, $447,568 and $542,242 were suspended, respectively. If not suspended, these losses would have reduced the Investments in Project Partnerships below zero. In general, it is common in the real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization. (These Project Partnerships reported depreciation and amortization of $603,449, $733,144 and $747,222 for the years ended December 31, 2011, 2010 and 2009, respectively). 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. There was no impairment expense for the fiscal years ended March 31, 2012, 2011 or 2010. Overall management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

At March 31, 2012, the Series had $140,755 of short-term investments (Cash and Cash Equivalents). Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

As disclosed on the statement of cash flows, the Series had net income of $6,445 for the year ended March 31, 2012. However, after considering the changes in operating assets and liabilities, net cash used in operating activities was $73,676. Cash provided by investing activities totaled $72,235 consisting of $15,517 in cash distributions from the Project Partnerships and $56,718 in net proceeds from the Sale of Project Partnerships (refer to the Exit Strategy section within this MD&A for more detailed discussion of this sale of Project Partnership).

Series 10 - Gateway closed this Series on January 21, 1994 after receiving $5,043,000 from 325 Limited Partner investors. As of March 31, 2012, the Series had invested $3,453,240 in 12 Project Partnerships located in 7 states containing 336 apartment units. Average occupancy of the Project Partnerships was 99% at December 31, 2011.

Equity in Loss of Project Partnerships increased $33,580 to $59,249 in fiscal year 2012 as compared to $25,669 in fiscal year 2011. Equity in Loss of Project Partnerships decreased $2,656 to a loss of $25,669 in fiscal year 2011 as compared to a loss of $28,325 for fiscal year 2010. As presented in Note 4, the Project Partnerships generated a loss for the years ended December 31, 2011, 2010 and 2009 of $221,215, $144,571 and $201,549 on Rental and other income of $1,958,453, $2,307,400 and $2,239,370, respectively. Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2011, 2010 and 2009 was $235,984, $163,491 and $211,172, of which $176,735, $137,822 and $182,847 were suspended, respectively. If not suspended, these losses would have reduced the Investments in Project Partnerships below zero. In general, it is common in the real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization. (These Project Partnerships reported depreciation and amortization of $390,665, $439,674 and $439,815 for the years ended December 31, 2011, 2010 and 2009, respectively). 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. There was no impairment expense for the fiscal year ended March 31, 2012, 2011 or 2010. Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

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

At March 31, 2012, the Series had $141,006 of short-term investments (Cash and Cash Equivalents). Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

As disclosed on the statement of cash flows, the Series had a net loss of $71,877 for the year ended March 31, 2012. However, after considering the Equity in Loss of Project Partnerships of $59,249 and the changes in operating assets and liabilities, net cash used in operating activities was $56,061. Cash provided by investing activities totaled $43,407 consisting of $17,262 in cash distributions from the Project Partnerships and $26,145 in net proceeds from the Sale of Project Partnerships (refer to the Exit Strategy section within this MD&A for more detailed discussion of this sale of Project Partnership).

Series 11 - Gateway closed this Series on April 29, 1994 after receiving $5,127,000 from 330 Limited Partner investors. As of March 31, 2012 the Series had invested $2,894,482 in 8 Project Partnerships located in 3 states containing 211 apartment units. Average occupancy of the Project Partnerships was 93% at December 31, 2011.

Equity in Loss of Project Partnerships decreased $49,712 to $57,365 in fiscal year 2012 as compared to $107,077 in fiscal year 2011. Equity in Loss of Project Partnerships increased $26,485 to $107,077 in fiscal year 2011 as compared to $80,592 in fiscal year 2010. As presented in Note 4, the Project Partnerships generated a loss for the years ended December 31, 2011, 2010 and 2009 of $145,104, $307,670 and $246,604 on Rental and other income of $1,422,551, $2,263,577 and $2,231,664, respectively. Gateway’s share of the Project Partnerships’ net loss for the years ended December 31, 2011, 2010 and 2009 was $143,653, $294,727 and $241,053, of which $86,288, $187,650 and $160,461 were suspended, respectively. If not suspended, these losses would have reduced the Investments in Project Partnerships below zero. In general, it is common in the real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization. (These Project Partnerships reported depreciation and amortization of $326,847, $525,157 and $525,030 for the years ended December 31, 2011, 2010 and 2009, respectively). 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. There was no impairment expense for the fiscal years ended March 31, 2012 or 2011 For the fiscal year ended March 31, 2010, impairment expense of $19,418 was recognized. Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits which met projections.

At March 31, 2012, the Series had $393,062 of short-term investments (Cash and Cash Equivalents). Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

As disclosed on the statement of cash flows, the Series had net income of $11,150 for the year ended March 31, 2012. However, after considering the Equity in Loss of Project Partnerships of $57,365 and the changes in operating assets and liabilities, net cash used in operating activities was $73,384. Cash provided by investing activities totaled $110,161 consisting of $10,391 in cash distributions from the Project Partnerships and $99,770 in net proceeds from the Sale of Project Partnerships (refer to the Exit Strategy section within this MD&A for more detailed discussion of this sale of Project Partnership).

Critical Accounting Estimates

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. Gateway did not recognize any impairment expense for the years ended March 31, 2012 or 2011. Impairment expense for the year ended March 31, 2010 totaled $28,099, comprised of $8,681 in Series 8 and $19,418 in Series 11.

Recent Accounting Changes

In June 2009, the FASB issued amendments to the consolidation guidance applicable to variable interest entities which Gateway adopted effective April 1, 2010. The amendments had no impact on its financial statements for the year-ended March 31, 2011.

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

Exit Strategy Upon Expiration of the Project Partnership Tax Credit Compliance Period

The IRS compliance period for low-income housing Tax Credit properties is generally 15 years from occupancy following construction or rehabilitation completion.When Project Partnerships reach the end of their Tax Credit compliance period, Gateway initiates the process of disposing of its investment in the Project Partnership; the objective of the process is to sell Gateway’s interest in the properties for fair market value and ultimately, when Gateway’s last Project Partnership investment is sold, liquidate Gateway. 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 that the project’s mortgagor continue to maintain the property in the low-income housing program, and (2) the mortgage balance of the property 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, 2012, Gateway holds a limited partner interest in 93 Project Partnerships which own and operate government assisted multi-family housing complexes. Gateway at one time held investments in 133 Project Partnerships. As of December 31, 2010, all of the Project Partnerships had reached the end of their Tax Credit compliance period. As of March 31, 2012, 40 of the Project Partnerships have been sold (21 in Series 7, 7 in Series 8, 5 in Series 9, 3 in Series 10 and 4 in Series 11) 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 the respective Series. A summary of the sale transactions for the Project Partnerships disposed during the past three fiscal years are summarized below:

Fiscal Year 2012 Disposition Activity:

Series 7

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
April 2011	Blue Ridge Elderly Housing	$	32,675	$	3.14	$	32,675
April 2011	Lakeland II		23,875		2.30		23,875
April 2011	Meadow Run Apartments		38,275		3.68		38,275
April 2011	Mount Vernon Rental Housing		19,074		1.83		19,074
August 2011	Cavalry Crossing Apartments		4,977		0.48		4,977
December 2011	Nottingham Apartments		7,468		0.72		7,468
December 2011	Vardaman Manor		9,417		0.91		9,417
	Other, net (see below)		-		-		2,000
						$	137,761

The net proceeds per LP unit from the sale of Blue Ridge Elderly Housing, Lake Lakeland II, Meadow Run Apartments, Mount Vernon Rental Housing, Cavalry Crossing Apartments, Nottingham Apartments and Vardaman Manor are a component of the Distribution Payable on the Balance Sheet as of March 31, 2012. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 7 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $2,000 resulting from the true-up of certain legal and other sale transaction closing expenses arising from Project Partnership sale transactions which closed in the prior fiscal year. This amount, less the applicable state tax withholding, will be distributed to the Series 7 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Series 8

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
April 2011	Cottondale Rental Housing	$	19,875	$	1.99	$	19,875
December 2011	Arbor Gate Apartments		10,018		1.00		10,018
December 2011	Lincoln Apartments		15,955		1.60		15,955
December 2011	Elderly Housing of Pontotoc		14,217		1.42		14,217
						$	60,065

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

The net proceeds per LP unit from the sale of Cottondale Rental Housing, Arbor Gate Apartments, Lincoln Apartments and Elderly Housing of Pontotoc are a component of the Distribution Payable on the Balance Sheet as of March 31, 2012. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 8 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Series 9

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
April 2011	Arbor Trace Apartments Phase I	$	19,075	$	3.05	$	19,075
April 2011	Arbor Trace Apartments Phase II		33,474		5.35		33,474
August 2011	Sycamore Landing		4,169		0.67		4,169
						$	56,718

The net proceeds per LP unit from the sale of Arbor Trace Apartment Phase, Arbor Trace Apartments Phase II and Sycamore Landing are a component of the Distribution Payable on the Balance Sheet as of March 31, 2012. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 9 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Series 10

Transaction				Net Proceeds		Gain on		Deferred Gain
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal		on Disposal
September 2011	Peachtree Apartments	$	26,145	$	5.18	$	26,145	$	-
March 2012	Courtyard Apartments Phase II		15,743		3.13		-		15,743
						$	26,145	$	15,743

The net proceeds per LP unit from the sale of Peachtree Apartments is a component of the Distribution Payable on the Balance Sheet as of March 31, 2012. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 10 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

In accordance with GAAP, although the sale of Courtyard Apartments Phase II was consummated on or prior to March 31, 2012, the gain on the sale is being deferred on the Balance Sheet and not recognized on the Statement of Operations until the period that the sale proceeds are received. Gateway recorded a receivable for the proceeds from this sale totaling $15,743 which is included in Receivable - Other on the Balance Sheet. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 10 Assignees in a subsequent period at such time that state withholding tax liabilities have been settled. The deferred gain of $15,743 will be recognized on the Statement of Operations during the period in which the proceeds are received.

Series 11

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
August 2011	Parsons Village	$	2,681	$	0.52	$	2,681
September 2011	Mountain Oak Apartments		5,324		1.04		5,324
September 2011	Warsaw Manor Apartments		89,765		17.51		89,765
	Other, net (see below)		-		-		2,000
						$	99,770

The net proceeds per LP unit from the sale of Parson Village, Mountain Oak Apartments and Warsaw Manor Apartments are a component of the Distribution Payable on the Balance Sheet as of March 31, 2012. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 11 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

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

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $2,000 resulting from the true-up of certain legal and other sale transaction closing expenses arising from Project Partnership sale transactions which closed in the prior fiscal year. This amount, less the applicable state tax withholding, will be distributed to the Series 11 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Fiscal Year 2011 Disposition Activity:

Series 7

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
August 2010	Pioneer Apartments, L.P.	$	157,949	$	15.19	$	157,949
December 2010	Lake Village Apartments		65,124		6.27		65,124
December 2010	Savannah Park of Atoka		65,125		6.27		65,125
December 2010	Savannah Park of Coalgate		65,125		6.27		65,125
December 2010	Cardinal Apartments		272,071		26.17		187,362
						$	540,685

The net proceeds per LP unit from the sale of Pioneer Apartments, Lake Village Apartments, Savannah Park of Atoka, Savannah Park of Coalgate and Cardinal Apartments are a component of the Distribution Payable on the Balance Sheet as of March 31, 2011. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 7 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Series 8

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
	Other, net (see below)	$	-	$	-	$	4,000
						$	4,000

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $4,000 resulting from the true-up of certain legal and other sale transaction closing expenses arising from Project Partnership sale transactions which closed in the prior fiscal year. This amount, less the applicable state tax withholding, will be distributed to the Series 8 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Series 9

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
September 2010	Stilwell Properties III	$	43,030	$	6.88	$	43,030
	Other, net (see below)		-		-		2,000
						$	45,030

The net proceeds per LP unit from the sale of Stilwell Properties III is a component of the Distribution Payable on the Balance Sheet as of March 31, 2011. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 9 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $2,000 resulting from the true-up of certain legal and other sale transaction closing expenses arising from a Project Partnership sale transaction which closed in the prior fiscal year. This amount, less the applicable state tax withholding, will be distributed to the Series 9 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

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

Series 10

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
	Other, net (see below)	$	-	$	-	$	2,000
						$	2,000

Gateway recognized an additional gain on sale of Project Partnerships in the amount of $2,000 resulting from the true-up of certain legal and other sale transaction closing expenses arising from a Project Partnership sale transaction which closed in the prior fiscal year. This amount, less the applicable state tax withholding, will be distributed to the Series 10 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Series 11

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
December 2010	Cardinal Apartments	$	175,667	$	34.26	$	125,774
						$	125,774

The net proceeds per LP unit from the sale of Cardinal Apartments is a component of the Distribution Payable on the Balance Sheet as of March 31, 2011. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 11 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Fiscal Year 2010 Disposition Activity:

Series 7

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
August 2009	Mountain City Manor	$	36,860	$	3.54	$	38,190
August 2009	Tazewell Village		41,290		3.97		42,620
August 2009	Jamestown Village		36,450		3.51		37,864
August 2009	Clinch View Manor		134,400		12.93		135,814
May 2009	Spring Creek Apartments II LP		46,520		4.48		46,030
						$	300,518

The net proceeds per LP unit from the sale of Mountain City Manor, Tazewell Village, Jamestown Village, Clinch View Manor, and Spring Creek Apartments II LP were distributed to the Series 7 Limited Partners in September 2009.

Series 8

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
January 2010	South Brenchley	$	13,000	$	1.30	$	13,000
January 2010	Cimmaron Station		10,000		1.00		10,000
						$	23,000

The net proceeds per LP unit from the sale of South Brenchely and Cimmaron Station are a component of the Distribution Payable on the Balance Sheet as of March 31, 2010. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 8 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Series 9

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
January 2010	Mountain Glen	$	10,000	$	1.59	$	10,000
						$	10,000

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

The net proceeds per LP unit from the sale of Mountain Glen are a component of the Distribution Payable on the Balance Sheet as of March 31, 2010. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 9 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Series 10

Transaction				Net Proceeds		Gain on
Month / Year	Project Partnership	Net Proceeds		Per LP Unit		Disposal
January 2010	Redstone	$	10,000	$	1.98	$	10,000
						$	10,000

The net proceeds per LP unit from the sale of Redstone are a component of the Distribution Payable on the Balance Sheet as of March 31, 2010. These net proceeds, less the applicable state tax withholding, will be distributed to the Series 10 Limited Partners in a subsequent period at such time that state withholding tax liabilities have been settled.

Status Update on Unsold Project Partnerships:

The following summarizes the most recent status of the sale/disposal process for the Project Partnership investments held as of March 31, 2012:

Project Partnerships sold subsequent to March 31, 2012:

Series 8

Lovingston Ridge Limited Partnership

Subsequent to the March 31, 2012 year-end, Gateway sold its partnership interest in Lovingston Ridge Limited Partnership. Gateway received approximately $69,688 in net proceeds (approximately $6.99 per beneficial assignee certificate) which also approximates the gain on sale of the Project Partnership. The gain will be recognized in the first quarter of fiscal year 2013 and available proceeds from this sale transaction, less the applicable state tax withholding, will be distributed to the Series 8 Assignees in a subsequent period at such time that state withholding tax liabilities have been settled.

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

Series 8

Antlers Properties	Holdenville Properties
Antlers Properties II	Kirksville Senior Apartments, Limited Partnership
AAA Properties of Bentonville	Meadowview Properties Limited Partnership
Concordia Senior Housing, L.P	Mountainburg Properties
Deerpoint, Ltd.	Wetumka Properties
Fox Ridge II, Ltd.

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 to Gateway from the sales of these Project Partnerships are estimated to be $680,478, or $68.19 per limited partnership unit. Sales proceeds would be available for distribution, less the applicable state tax withholding, to the Series 8 Limited Partners in a period subsequent to the closing of these sales transactions which would most likely occur within the next year.

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

Series 9

Abernathy Properties	Jay Properties II
Boxwood Place Properties	Lamar Properties, L.P.

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 to Gateway from the sales of these Project Partnerships are estimated to be $265,536, or $42.46 per limited partnership unit. Sales proceeds would be available for distribution, less the applicable state tax withholding, to the Series 9 Limited Partners in a period subsequent to the closing of these sales transactions which would most likely occur within the next year.

Series 10

Stigler Properties

This approval is subject to a number of contingencies, the outcome of which cannot be predicted with certainty. However, utilizing the sale amount as approved by Gateway, should the transaction close without modification, the estimated net proceeds to Gateway from the sale of this Project Partnership is estimated to be $55,320, or $10.97 per limited partnership unit. Sales proceeds would be available for distribution, less the applicable state tax withholding, to the Series 10 Limited Partners in a period subsequent to the closing of this sales transaction which would most likely occur within the next year.

Disclosure of Contractual Obligations

		Payment due by period
		Less than			More than
Contractual Obligations	Total	1 year	1-3 years	3-5 years	5 years

Long-Term Debt Obligations
Capital Lease Obligations
Operating Lease Obligations
Purchase Obligations
Other Liabilities Reflected on the
Registrant’s Balance Sheet under GAAP	$3,429,410 (1)	3,429,410	-	-	-

(1) The Other Liabilities represent the asset management fees and other general and administrative expense reimbursements owed to the General Partners as of March 31, 2012. This payable is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing. As referred to in Note 3, 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 twelve months.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, 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 III Ltd.

We have audited the accompanying balance sheets of Gateway Tax Credit Fund III Ltd. (a Florida Limited Partnership) - Series 7 through 11, in total and for each series, as of March 31, 2012 and 2011, and the related statements of operations, partners’ equity (deficit), and cash flows for the total partnership and for each of the series for each of the years in the three-year period ended March 31, 2012. Gateway’s management is responsible for these financial statements. 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 audit to obtain reasonable assurance about whether the 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 financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gateway Tax Credit Fund III Ltd. - Series 7 through 11, in total and for each series, as of March 31, 2012 and 2011, and the results of its operations and its cash flows for the total partnership and for each of the series for each of the years in the three-year period ended March 31, 2012, 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

June 25, 2012

GATEWAY TAX CREDIT FUND III LTD.

(A Florida Limited Partnership)

BALANCE SHEETS

	SERIES 7						SERIES 8						SERIES 9
	March 31,			March 31,			March 31,			March 31,			March 31,			March 31,
	2012			2011			2012			2011			2012			2011
ASSETS
Current Assets:
Cash and Cash Equivalents	$	831,096		$	770,297		$	134,550		$	231,397		$	140,755		$	142,196
Total Current Assets		831,096			770,297			134,550			231,397			140,755			142,196

Total Assets	$	831,096		$	770,297		$	134,550		$	231,397		$	140,755		$	142,196

LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
Payable to General Partners	$	1,056,272		$	6,174		$	1,267,906		$	183,126		$	737,636		$	55,327
Distribution Payable		683,512			545,751			87,450			27,385			111,748			55,030

Total Current Liabilities		1,739,784			551,925			1,355,356			210,511			849,384			110,357

Long-Term Liabilities:
Payable to General Partners		-			1,065,589			-			1,150,230			-			690,195

Partners' Equity (Deficit):
Limited Partners - 10,395, 9,980, and 6,254
units for Series 7, 8, and 9, respectively,
at March 31, 2012 and 2011		(916,635	)		(854,401	)		(1,221,362	)		(1,125,775	)		(709,127	)		(651,966	)
General Partners		7,947			7,184			556			(3,569	)		498			(6,390	)

Total Partners' Deficit		(908,688	)		(847,217	)		(1,220,806	)		(1,129,344	)		(708,629	)		(658,356	)

Total Liabilities and Partners' Deficit	$	831,096		$	770,297		$	134,550		$	231,397		$	140,755		$	142,196

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.

(A Florida Limited Partnership)

BALANCE SHEETS

	SERIES 10						SERIES 11				TOTAL SERIES 7 - 11
	March 31,			March 31,			March 31,		March 31,		March 31,			March 31,
	2012			2011			2012		2011		2012			2011
ASSETS
Current Assets:
Cash and Cash Equivalents	$	141,006		$	153,660		$	393,062	$	356,285	$	1,640,469		$	1,653,835
Receivable - Other		15,743			-			-		-		15,743			-
Total Current Assets		156,749			153,660			393,062		356,285		1,656,212			1,653,835

Investments in Project Partnerships, net		-			64,697			185,696		245,863		185,696			310,560

Total Assets	$	156,749		$	218,357		$	578,758	$	602,148	$	1,841,908		$	1,964,395

LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
Payable to General Partners	$	257,093		$	27,005		$	110,503	$	4,167	$	3,429,410		$	275,799
Distribution Payable		38,145			12,000			225,544		125,774		1,146,399			765,940
Deferred Gain on Sale of Project Partnerships		15,743			-			-		-		15,743			-

Total Current Liabilities		310,981			39,005			336,047		129,941		4,591,552			1,041,739

Long-Term Liabilities:
Payable to General Partners		-			235,562			-		140,876		-			3,282,452

Partners' Equity (Deficit):
Limited Partners - 5,043 and 5,127 units
for Series 10 and 11, respectively, at
March 31, 2012 and 2011		(146,655	)		(23,468	)		241,714		330,500		(2,752,065	)		(2,325,110	)
General Partners		(7,577	)		(32,742	)		997		831		2,421			(34,686	)

Total Partners' Equity (Deficit)		(154,232	)		(56,210	)		242,711		331,331		(2,749,644	)		(2,359,796	)

Total Liabilities and Partners' Equity (Deficit)	$	156,749		$	218,357		$	578,758	$	602,148	$	1,841,908		$	1,964,395

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.

(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED MARCH 31, 2012, 2011 AND 2010

	SERIES 7									SERIES 8
	2012			2011			2010			2012			2011			2010
Revenues:
Distribution Income	$	16,017		$	23,473		$	31,189		$	23,726		$	24,662		$	23,800
Total Revenues		16,017			23,473			31,189			23,726			24,662			23,800

Expenses:
Asset Management Fee - General Partner		36,057			57,429			67,188			72,492			80,466			85,780
General and Administrative:
General Partner		-			-			82,933			-			-			-
Other		41,562			33,183			38,336			42,722			38,442			40,376
Amortization		-			146			291			-			-			1,156
Impairment Loss on Investment in Project Partnerships		-			-			-			-			-			8,681

Total Expenses		77,619			90,758			188,748			115,214			118,908			135,993

Loss Before Equity in Loss of Project Partnerships
and Other Income		(61,602	)		(67,285	)		(157,559	)		(91,488	)		(94,246	)		(112,193	)
Equity in Loss of Project Partnerships		-			-			-			-			-			(2,631	)
Gain on Sale of Project Partnerships		137,761			540,685			300,518			60,065			4,000			23,000
Interest Income		131			39			26			26			28			22

Net Income (Loss)	$	76,290		$	473,439		$	142,985		$	(31,397	)	$	(90,218	)	$	(91,802	)

Allocation of Net Income (Loss):
Limited Partners	$	75,527		$	468,704		$	86,459		$	(35,522	)	$	(93,276	)	$	(113,654	)
General Partners		763			4,735			56,526			4,125			3,058			21,852

	$	76,290		$	473,439		$	142,985		$	(31,397	)	$	(90,218	)	$	(91,802	)

Net Income (Loss) Per Limited Partnership Unit	$	7.27		$	45.09		$	8.32		$	(3.56	)	$	(9.35	)	$	(11.39	)

Number of Limited Partnership Units Outstanding		10,395			10,395			10,395			9,980			9,980			9,980

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.

(A Florida Limited Partnership)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED MARCH 31, 2012, 2011 AND 2010

	SERIES 9						SERIES 10
	2012		2011		2010		2012		2011		2010
Revenues:
Distribution Income	$	15,517	$	16,002	$	15,862	$	11,814	$	12,943	$	8,658
Total Revenues		15,517		16,002		15,862		11,814		12,943		8,658

Expenses:
Asset Management Fee - General Partner		36,829		45,797		48,589		28,851		31,251		33,424
General and Administrative:

GATEWAY TAX CREDIT FUND III LTD 10-K