UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 l3OR ~~and l5~~15(d) of ~~the Securities Exchange Act of l934~~

~~July~~The ~~31,~~Securities ~~2009~~Exchange ~~Date~~Act of ~~report (date of earliest event reported)~~1934

~~GATEWAY~~Date ~~TAX~~of ~~CREDIT~~Report ~~FUND~~(Date ~~III LTD.~~of earliest event reported): November 5, 2012

~~(Exact Name~~Gateway ofTax ~~Registrant~~Credit asFund ~~Specified~~III, ~~in Its Charter)~~Ltd.

Florida		0-21762		59-3090386
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

880 Carillon Parkway		St. Petersburg, FL 33716
(Address of Principal Executive Offices)		(Zip Code)

____________________

(727) 567-1000 (Registrant’s Telephone Number, Including Area Code)

Florida		0-21762		59-3090386
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

~~Not Applicable~~880 Carillon Parkway

~~(Former Name~~St. ~~or Former Address~~Petersburg, ~~if Changed Since Last Report)~~FL 33716

~~Check~~ (Address ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~principal ~~registrant~~executive ~~under any of the following provisions (see General Instruction A.2. below~~offices):

~~ Written communications~~Registrant’s ~~pursuant~~telephone tonumber, ~~Rule~~including ~~425~~area ~~under the Securities Act (17 CFR 230.425)~~code:

~~ Soliciting material pursuant to Rule 14a-12 under the Exchange Act~~ (17727) ~~CFR 240.14a~~567-~~12)~~1000

~~ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~[ ]

~~ Pre-commencement communications~~(Former ~~pursuant~~name toor ~~Rule~~former ~~13e-4(c)~~address, ~~under~~if ~~the~~changed ~~Exchange~~since ~~Act~~last ~~(17 CFR 240.13e-4(c~~report))

~~Item~~________________________________________________________________________________________________________________________________________________________________________________ ~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~

OnCheck ~~May 22,~~the ~~2009~~appropriate ~~and~~box ~~effective~~below ~~June~~if ~~30, 2009, Jonathan Oorlog resigned as~~ the ~~Vice President~~Form &8-K ~~Chief~~filing ~~Financial~~is ~~Officer~~intended ofto ~~Raymond~~simultaneously ~~James~~satisfy ~~Tax Credit Funds, Inc.,~~ the ~~Managing~~filing ~~General~~obligation ~~Partner~~ of the ~~Company. Mr.~~registrant ~~Oorlog~~under ~~accepted~~any ~~the position~~ of ~~Vice President, Financial Reporting at Raymond James Financial, Inc.,~~ the ~~parent~~following ~~company of Raymond James Tax Credit Funds, Inc.~~provisions:

~~Toni Matthews,~~¨ ~~age~~Written ~~52, was~~communications ~~appointed~~pursuant asto ~~Vice~~Rule ~~President &~~425 ~~Chief Financial~~under ~~Officer of~~ the ~~Managing~~Securities ~~General~~Act ~~Partner,~~(17 ~~effective~~CFR ~~July 1, 2009~~230. Since 2004 Ms. Matthews has held several positions including Director of Financial Reporting and most recently since 2005 as Director of Investor Reporting for the Managing General Partner of the Company.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

________________________________________________________________________________________________________________________________________________________________________________

Item 4.01

Changes in Registrant’s Certifying Accountant.

Gateway Tax Credit Fund III, Ltd. (the “Company”) was informed by Reznick Group, P.C. (“Reznick Group”), the Company’s independent registered public accounting firm, that it has entered into a business combination with J. H. Cohn, LLP (J. H. Cohn). In connection with the business combination J.H. Cohn legally changed its name to CohnReznick LLP (“CohnReznick”) and continues to be registered with the PCAOB. On November 5, 2012 Reznick Group resigned as the Company’s independent registered public accounting firm. The Audit Committee of the Company’s Board of Directors has appointed CohnReznick as the Company’s independent registered public accounting firm effective November 5, 2012.

Reznick Group’s reports on the Company’s financial statements for the fiscal years ended March 31, 2011 and 2012 and through the subsequent interim period November 5, 2012 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the two fiscal years ended March 31, 2011 and 2012, and the subsequent interim period through November 5, 2012, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Reznick Group on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Reznick Group would have caused Reznick Group to make reference thereto in its reports on the Company’s financial statements for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

During the two fiscal years ended March 31, 2011 and 2012 and the subsequent interim period through November 5, 2012, neither the Company, nor anyone on its behalf, consulted J.H. Cohn regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the financial statements of the Company, and no written report or oral advice was provided to the Company by J.H. Cohn that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Reznick Group with a copy of this Form 8-K and requested that Reznick Group provide the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Reznick Group agrees with the above disclosures. A copy of the Reznick Group’s letter, dated November 5, 2012, is attached as Exhibit 16.1 to this Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) The following exhibits are filed with this report:

Exhibit No. Description

~~None~~16.1 Letter to the Securities and Exchange Commission from Reznick Group, P.C., dated November 5, 2012.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~ hereunto duly authorized.

GATEWAY TAX CREDIT FUND III LTD. (A Florida Limited Partnership) By: Raymond James Tax Credit Funds, Inc. (the Managing General Partner)

	Gateway Tax Credit Fund III, Ltd. (A Florida Limited Partnership) By: Raymond James Tax Credit Funds, Inc. (the Managing General Partners)
	(Registrant)
Dated: November 6, 2012	By:/s/ Toni S. Matthews
	Toni S. Matthews Vice President and Chief Financial Officer

Date: July 31, 2009	By: /s/ Toni S. Matthews Name: Toni S. Matthews
	Vice President and Chief Financial Officer
	Raymond James Tax Credit Funds, Inc.
	(the Managing General Partner)

Exhibit Index

Exhibit No. Description

16.1 Letter to the Securities and Exchange Commission from Reznick Group, P.C., dated November 5, 2012.

Filing Compare · GATEWAY TAX CREDIT FUND III LTD