UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q~~ STATES

~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE~~ SECURITIES AND EXCHANGE ~~ACT~~ OF 1934 For The Quarterly Period Ended December 31, 2004 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 No.) incorporation or organization) 880 Carillon Parkway, St. Petersburg, Florida 33716 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (727) 567-4830 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_____ Number of Units Title of Each Class December 31, 2004 Units of Limited Partnership Interest: $1,000 per unit 25,566 COMMISSION

~~DOCUMENTS INCORPORATED BY REFERENCE~~WASHINGTON, DC 20549

~~PART I - Financial Information~~FORM ~~Item 1. Financial Statements~~10-Q

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

For the quarterly period ended December 31, 2008

[ ] 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 incorporation or organization)		(IRS Employer 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

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 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]

PART I – Financial Information

Item 1. Financial Statements

Balance of this page intentionally left blank.

GATEWAY TAX CREDIT FUND, LTD.

	December 31, 2004 ------------------------ (Unaudited)	March 31, 2004 ------------------- (Audited)
ASSETS Current Assets: Cash and Cash Equivalents Accounts Receivable Investments in Securities Prepaid Insurance Tenant Security Deposits Total Current Assets Investments in Project Partnerships, Net Replacement Reserves Rental Property at Cost, Net Total Assets LIABILITIES AND PARTNERS' DEFICIT Current Liabilities: Payable to General Partners Accounts Payable Accrued Real Estate Taxes Tenant Security Deposits Total Current Liabilities Long-Term Liabilities: Payable to General Partners Mortgage Notes Payable Total Long Term Liabilities Minority Interest in Local Limited Partnerships Partners' Deficit: Limited Partners (25,566 units outstanding at December 31 and March 31, 2004) General Partners Total Partners' Deficit Total Liabilities and Partners' Deficit	$ 707,212 51,261 0 177 6,678 ----------- 765,328 1,393,536 21,771 697,407 ------------ $ 2,878,042 ========= $ 263,525 628 15,852 5,700 ------------ 285,705 ------------ 2,992,626 1,225,073 ------------ 4,217,699 ------------ (68,901) ------------ (1,347,458) (209,003) ------------ (1,556,461) ------------ $ 2,878,042 =========	$ 1,092,672 8,409 139,045 93 6,316 ----------- 1,246,535 1,355,760 16,524 741,289 ----------- $ 3,360,108 ========= $ 493,330 3,757 12,001 5,800 ----------- 514,888 ----------- 2,839,013 1,225,073 ----------- 4,064,086 ----------- (68,518) ----------- (945,406) (204,942) ----------- (1,150,348) ----------- $ 3,360,108 =========

(A Florida Limited Partnership)

~~See~~CONSOLIDATED ~~accompanying~~BALANCE ~~notes to financial statements.~~SHEET

(Unaudited)

	December 31,	March 31,
	2008	2008
ASSETS
Current Assets:
Cash and Cash Equivalents	$ 429,109	$ 350,280
Investment in Securities	-	202,647
Investments in Project Partnerships, net	2,580	124,138
Investment in Project Partnership Held for Sale	-	293,885

Total Current Assets	431,689	970,950

Total Assets	$ 431,689	$ 970,950

LIABILITIES AND PARTNERS' DEFICIT
Current Liabilities:
Payable to General Partners	$ 5,073,916	$ 4,945,524
Accounts Payable - Other	5,435	6,131

Total Current Liabilities	5,079,351	4,951,655

Partners' Equity (Deficit):
Limited Partners (25,566 units outstanding
at December 31, 2008 and March 31, 2008)	(5,258,110)	(4,571,641)
General Partners	610,448	590,936

Total Partners' Deficit	(4,647,662)	(3,980,705)

Total Liabilities and Partners' Deficit	$ 431,689	$ 970,950


See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.

	2004 ------	2003 ------
Revenues: Rental Interest Income Other Income Total Revenues Expenses: Asset Management Fee-General Partner General and Administrative: General Partner Other Rental Operating Expenses Interest Depreciation Amortization Total Expenses Loss Before Equity in Losses of Project Partnerships Equity in Income (Losses) of Project Partnerships: Current Year Equity in Income (Loss) of Project Partnerships Suspended Losses Utilized in Current Year Gain on Sale of Partnership Assets Loss on Disposition of Partnership Interests Total Equity in Income (Losses) of Project Partnerships Minority Interest in Losses of Combined Project Partnerships Net Income (Loss) Allocation of Net Income (Loss): Limited Partners General Partners Net Income (Loss) Per Number of Limited Partnership Units Number of Limited Partnership Units Outstanding	$ 32,120 2,910 12,087 ----------- 47,117 ----------- 119,791 30,110 9,578 23,021 7,160 14,628 3,411 ----------- 207,699 ----------- (160,582) ----------- 222,454 0 0 0 ----------- 222,454 ----------- 120 ----------- $ 61,992 ======= 61,372 620 ----------- $ 61,992 ======= $ 2.40 ======= 25,566 =======	$ 31,388 12,257 9,598 ----------- 53,243 ----------- 123,301 25,584 10,431 24,561 7,159 14,201 3,411 ----------- 208,648 ----------- (155,405) ----------- 8,067 (916,962) 1,792,746 (108,973) ----------- 774,878 ----------- 135 ----------- $ 619,608 ======= 613,412 6,196 ----------- $ 619,608 ======= $ 23.99 ======= 25,566 =======

(A Florida Limited Partnership)

~~See~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~to financial statements.~~OPERATIONS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 AND 2007

(Unaudited)

	2008	2007
Revenues:
Distribution Income	$ 733	$ 12,021

Total Revenues	733	12,021

Expenses:
Asset Management Fee - General Partner	63,345	92,440
General and Administrative:
Other	16,108	20,242
Impairment Loss on Investment in Project Partnerships	112,895	-

Total Expenses	192,348	112,682

Loss Before Equity in Loss of Project Partnerships and Other Income	(191,615)	(100,661)

Equity in Loss of Project Partnerships	(15,924)	(10,420)
Gain on Sale of Project Partnerships	266,294	274,513
Minority Interest in Loss of Consolidated Project Partnership	-	242
Interest Income	1,755	9,391

Net Income from Continuing Operations	$ 60,510	$ 173,065

Income from Discontinued Operations (See Notes 2 & 6)	24,968	73,226

Net Income	$ 85,478	$ 246,291

Allocation of Net Income:
Limited Partners	$ 84,623	$ 243,828
General Partners	855	2,463

	$ 85,478	$ 246,291

Net Income Per Limited Partnership Unit	$ 3.31	$ 9.54

Number of Limited Partnership Units Outstanding	25,566	25,566


See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.

	2004 -------	2003 -------
Revenues: Rental Interest Income Other Income Total Revenues Expenses: Asset Management Fee-General Partner General and Administrative: General Partner Other Rental Operating Expenses Interest Depreciation Amortization Total Expenses Loss Before Equity in Losses of Project Partnerships Equity in Income (Losses) of Project Partnerships: Current Year Equity in Income (Loss) of Project Partnerships Suspended Losses Utilized in Current Year Gain on Sale of Partnership Assets Loss on Disposition of Partnership Interests Total Equity in Income (Losses) of Project Partnerships Minority Interest in Losses of Combined Project Partnerships Net Income (Loss) Allocation of Net Income (Loss): Limited Partners General Partners Net Income (Loss) Per Number of Limited Partnership Units Number of Limited Partnership Units Outstanding	$ 98,972 8,942 68,447 ----------- 176,361 ----------- 359,373 85,733 62,429 75,279 21,477 43,883 10,233 ----------- 658,407 ----------- (482,046) ----------- 75,550 0 0 0 ----------- 75,550 ----------- 383 ----------- $ (406,113) ======== $ (402,052) (4,061) ----------- $ (406,113) ======== $ (15.73) ======== 25,566 ========	$ 98,011 39,645 61,224 ----------- 198,880 ----------- 369,357 92,176 36,567 66,223 21,474 42,604 10,232 ----------- 638,633 ----------- (439,753) ----------- 79,864 (916,962) 1,792,746 (108,973) ----------- 846,675 ----------- 285 ----------- $ 407,207 ======== $ 403,135 4,072 ----------- $ 407,207 ======== $ 15.77 ======== 25,566 ========

(A Florida Limited Partnership)

~~See~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~to financial statements.~~OPERATIONS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

(Unaudited)

	2008	2007
Revenues:
Distribution Income	$ 32,360	$ 55,367

Total Revenues	32,360	55,367

Expenses:
Asset Management Fee - General Partner	224,177	293,692
General and Administrative:
General Partner	-	104,564
Other	77,302	70,040
Impairment Loss on Investment in Project Partnerships	112,895	-

Total Expenses	414,374	468,296

Loss Before Equity in (Loss) Income of Project Partnerships and Other Income	(382,014)	(412,929)

Equity in (Loss) Income of Project Partnerships	(6,808)	17,786
Gain on Sale of Project Partnerships	742,729	1,178,887
Minority Interest in Loss of Consolidated Project Partnership	-	356
Interest Income	9,986	32,242

Net Income from Continuing Operations	$ 363,893	$ 816,342

Income from Discontinued Operations (See Notes 2 & 6)	1,056,103	70,419

Net Income	$ 1,419,996	$ 886,761

Allocation of Net Income:
Limited Partners	$ 1,405,796	$ 877,893
General Partners	14,200	8,868

	$ 1,419,996	$ 886,761

Net Income Per Limited Partnership Unit	$ 54.99	$ 34.34

Number of Limited Partnership Units Outstanding	25,566	25,566


See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.

	Limited Partners ----------------------	General Partners ----------------------	Total --------
Balance at March 31, 2003 Net Income Distributions Balance at December 31, 2003 Balance at March 31, 2004 Net Loss Balance at December 31, 2004	$ (194,381) 403,135 (672,175) --------------- $ (463,421) ========= $ (945,406) (402,052) --------------- $ (1,347,458) =========	$ (228,215) 4,072 0 --------------- $ (224,143) ========= $ (204,942) (4,061) -------------- $ (209,003) =========	$ (422,596) 407,207 (672,175) -------------- $ (687,564) ========= $(1,150,348) (406,113) -------------- $(1,556,461) =========

(A Florida Limited Partnership)

~~See~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF toPARTNERS’ ~~financial~~EQUITY ~~statements.~~(DEFICIT)

~~GATEWAY TAX CREDIT FUND, LTD. (A Florida Limited Partnership) STATEMENTS OF CASH FLOWS~~ FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2004~~2008 AND ~~2003 (Unaudited)~~2007

	2004 ------	2003 ------
Cash Flows from Operating Activities: Net Income (Loss) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities: Amortization Depreciation Accreted Interest Income on Investments in Securities Equity in Income (Losses) of Project Partnerships Gain on Sale of Partnership Assets Loss on Disposition of Partnership Interests Minority Interest in Losses of Combined Project Partnerships Interest Income from Redemption in Securities Distributions in Other Income Changes in Operating Assets and Liabilities: Decrease (Increase) in Accounts Receivable Decrease (Increase) in Prepaid Insurance Decrease in Accounts Payable Increase in Replacement Reserves Increase in Security Deposits Increase in Accrued Real Estate Taxes (Decrease) Increase in Payable to General Partners Net Cash Used in Operating Activities Cash Flows from Investing Activities: Redemption of Investment in Securities Distributions Received from Project Partnerships Net Cash Provided by Investing Activities Cash Flows from Financing Activities: Distributions to Investors Net Cash Used in Financing Activities Decrease in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Period Cash and Cash Equivalents at End of Period	$ (406,113) 10,233 43,883 (2,955) (75,550) 0 0 (383) 82,860 (65,072) (42,852) (84) (3,129) (5,247) (462) 3,851 (76,192) ----------- (537,212) ----------- 59,140 92,612 ----------- 151,752 ----------- 0 ----------- 0 ----------- (385,460) 1,092,672 ----------- $ 707,212 =========	$ 407,207 10,232 42,604 (34,702) 837,098 (1,792,746) 108,973 (285) 73,522 (57,673) 34,466 172 (987) (14,805) (20,902) 6,493 (324,968) ----------- (726,301) ----------- 61,478 751,274 ----------- 812,752 ----------- (672,175) ----------- (672,175) ----------- (585,724) 1,343,666 ----------- $ 757,942 =========

(Unaudited)

See accompanying notes to financial statements.

	Limited	General
	Partners'	Partners'
	Deficit	Equity	Total

Balance at March 31, 2007	$ (4,014,192)	$ 261,735	$ (3,752,457)

Capital Contributions	-	318,720	318,720

Net Income	877,893	8,868	886,761

Distributions	(1,559,260)	-	(1,559,260)

Balance at December 31, 2007	$ (4,695,559)	$ 589,323	$ (4,106,236)


Balance at March 31, 2008	$ (4,571,641)	$ 590,936	$ (3,980,705)

Capital Contributions	-	5,312	5,312

Net Income	1,405,796	14,200	1,419,996

Distributions	(2,092,265)	-	(2,092,265)

Balance at December 31, 2008	$ (5,258,110)	$ 610,448	$ (4,647,662)


See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.

~~NOTE~~(A 1Florida -Limited ~~ORGANIZATION~~Partnership)

~~NOTE~~CONSOLIDATED 5STATEMENTS -OF ~~RENTAL~~CASH ~~PROPERTY: A summary of the rental property is as follows at December 31, 2004:~~FLOWS

	Cost --------------	Accumulated Depreciation ----------------	Book Value ------------
Land Buildings Furniture and Appliances Net Book Value	$ 47,000 1,439,355 51,141 -------------- $1,537,496 ========	$ 0 788,948 51,141 ------------ $840,089 =======	$ 47,000 650,407 0 ------------ $697,407 =======

FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

~~A summary of the rental property is as follows at March 31, 2004:~~(Unaudited)

	Cost -------------	Accumulated Depreciation ----------------	Book Value ------------
		2008		2007
Land Buildings Furniture and Appliances Net Book Value	$ 47,000 1,439,355 51,141 ------------- $1,537,496 ========	$ 0 745,066 51,141 ------------ $796,207 =======	$ 47,000 694,289 0 ------------ $741,289 =======
Cash Flows from Operating Activities:
Net Income		$ 1,419,996		$ 886,761
Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities:
Impairment Loss on Investment in Project Partnerships		112,895		-
Premium on Investment in Securities		70		125
Equity in Loss (Income) of Project Partnerships		6,808		(17,786)
Gain on Sale of Project Partnerships		(742,729)		(1,178,887)
Discontinued Operations		(1,056,103)		(70,419)
Minority Interest in Loss of Consolidated Project Partnership		-		(356)
Distribution Income		(32,360)		(55,367)
Changes in Operating Assets and Liabilities:
Decrease in Accounts Receivable		-		1,294
Decrease (Increase) in Interest Receivable		2,577		(28)
Decrease in Accounts Payable - Other		(696)		-
Increase in Payable to General Partners		126,402		264,590
Net Cash Used in Operating Activities		(163,140)		(170,073)
Cash Flows from Investing Activities:
Distributions Received from Project Partnerships		34,215		62,504
Net Proceeds from Sale of Project Partnerships		2,092,717		1,280,712
Redemption of Investment Securities		200,000		-
Purchase of Investment Securities		-		(200,266)
Net Cash Provided by Investing Activities		2,326,932		1,142,950
Cash Flows from Financing Activities:
Capital Contributions		5,312		318,720
Distributions to Limited Partners		(2,090,275)		(1,528,335)
Net Cash Used in Financing Activities		(2,084,963)		(1,209,615)
Increase (Decrease) in Cash and Cash Equivalents		78,829		(236,738)
Cash and Cash Equivalents at Beginning of Year		350,280		1,014,950
Cash and Cash Equivalents at End of Period		$ 429,109		$ 778,212
Supplemental disclosure of non-cash activities:
(Decrease) Increase in Distribution Payable		$ (1,990)		$ 310,025
Increase in Payable to General Partners		1,990		-
Distribution to Limited Partners		-		(310,025)
		$ -		$ -
See accompanying notes to financial statements.

~~NOTE 6 - MORTGAGE NOTE PAYABLE:~~7

~~NOTE~~GATEWAY 7TAX -CREDIT ~~INVESTMENTS IN PROJECT PARTNERSHIPS: As of December 31~~FUND, 2004, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 80 Project Partnerships, excluding the Combined Entities which own and operate government assisted multi-family housing complexes. ~~Cash flows from operations are allocated according to each Partnership agreement~~LTD. Upon dissolution proceeds will be distributed according to each Partnership agreement. The following is a summary of Investments in Project Partnerships, excluding the Combined Entities at December 31, 2004:

	DECEMBER 31, 2004 ----------------------------	MARCH 31, 2004 -----------------------
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 adjustment Excess of investment cost over the underlying assets acquired: Acquisition fees and expenses Accumulated amortization of acquisition fees and expenses Investments in Project Partnerships	$ 17,706,016 (17,160,432) (778,224) ------------ (232,640) 2,207,576 (581,400) ------------ $ 1,393,536 ==========	$ 17,706,016 (17,235,981) (750,684) ------------ (280,649) 2,207,576 (571,167) ------------ $ 1,355,760 ==========

(A Florida Limited Partnership)

InNOTES ~~accordance~~TO ~~with~~CONSOLIDATED FINANCIAL the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $17,746,018 for the period ended December 31, 2004 and cumulative suspended losses of $16,608,534 for the year ended March 31, 2004 are not included.STATEMENTS

~~NOTE~~December ~~7 - INVESTMENTS IN PROJECT PARTNERSHIPS (Continued):~~31, 2008

	2004 ------	2003 ------
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' 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 loss Other partners' share of net loss Partnerships' share of net loss Suspended losses Equity in Losses of Project Partnerships	$ 9,901,940 59,649,598 187,393 --------------- $69,738,931 ========= 2,372,890 87,934,669 -------------- 90,307,559 -------------- (18,579,182) (1,989,446) --------------- (20,568,628) --------------- $69,738,931 ========= $ 9,654,568 -------------- 6,534,900 1,604,967 2,587,362 -------------- 10,727,229 -------------- $ (1,072,661) ========= $ (10,727) ========= (1,061,934) 1,137,484 -------------- $ 75,550 =========	$ 9,808,999 62,285,591 159,117 --------------- $72,253,707 ========= 1,710,105 88,065,200 -------------- 89,775,305 -------------- (15,841,461) (1,680,137) -------------- (17,521,598) -------------- $72,253,707 ========= $ 9,492,098 -------------- 6,135,768 1,632,496 2,574,933 -------------- 10,343,197 -------------- $ (851,099) ========= $ (8,511) ========= (842,588) 1,017,088 -------------- $ 174,500 =========

(Unaudited)

~~Item~~NOTE 4. Controls and Procedures: Within 90 days prior to the filing of this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and chief financial officers, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities 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 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: Results of Operations As disclosed on the Statements of Operations, revenues and expenses were comparable for the nine and three months ended December 31, 2004 and 2003, except as described below. Two of the Project Partnerships, Clayfed Apartments, Ltd. and Westside Apartments, Ltd., sold their property in July 2003 and subsequently liquidated. The sale of the properties resulted in a gain allocated to Gateway of $1~~,792,746. Gateway~~ received sales proceeds totaling $672,175, which was entirely distributed to the Limited Partners at $26.29 per limited partnership unit. Gateway had previously suspended losses reported by these Project Partnerships in conformity with its policy not to record losses which reduce the investment below zero. As a result of the net increase in the investment from the sale transactions, Gateway was able to recognize $916,962 in previously suspended losses. Gateway's ending investment in these Project Partnerships, after adjusting for the gain on sale, cash proceeds received and suspended losses, was $108,973, which is reported as a loss on disposition in the Combined Statements of Operations. Interest income decreased from $12,257 and $39,645 for the three and nine months ended December 31, 2003 to $2,910 and $8,942 for the three and nine months ended December 31, 2004 due to a decrease of approximately $371,000 in Investment in Securities. Total expenses were comparable for the nine and three months ended December 31, 2004 and 2003. Gateway's share of Equity in Losses of Project Partnerships prior to suspended losses increased for the nine months ended December 31, 2004 when compared to the nine months ended December 31, 2003. This is primarily due to increases in maintenance, utilities and other expenses. 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. As a result, management expects Gateway will continue to report its equity in Project Partnerships as a loss for tax and financial reporting purposes.~~ In total, the Partnership had a net loss of $406,113 for the nine months ended December 31, 2004. After adjusting for amortization, accreted interest income, the changes in operating assets and liabilities, and the equity in losses of Project Partnerships, net cash used in operating activities was $537,212. The net cash provided by investing activities was $151,752 consisting primarily of $59,140 in cash distributions received from Project Partnerships and $92,612 from matured Zero Coupons. Liquidity and Capital Resources Gateway's capital resources are used to pay General and Administrative operating costs including personnel, supplies, data processing, travel, and legal and accounting associated with the administration and monitoring of Gateway and the Project Partnerships. The capital resources are also used to pay the Asset Management Fee due the Managing General Partner, but only to the extent that Gateway's remaining resources are sufficient to fund Gateway's ongoing needs. (Payment of any Asset Management Fee due but unpaid at the time Gateway sells its interests in the Project Partnerships is subordinated to the investors return of their original capital contribution.) The sources of funds to pay the operating costs are short-term investments and interest earned thereon, and cash distributed to Gateway from the operations of the Project Partnerships. At December 31, 2004, Gateway had $707,212 of short-term investments (Cash and Cash Equivalents). Management believes these sources of funds are sufficient to meet Gateway's current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.ORGANIZATION:

Gateway ~~Exit~~Tax ~~Strategy The~~Credit ~~IRS~~Fund, ~~compliance~~Ltd. ~~period~~(“Gateway”), ~~for~~a ~~low-income~~Florida ~~housing~~Limited ~~tax~~Partnership, ~~credit~~was ~~properties~~formed October is27, ~~generally~~1987 15under ~~years~~the ~~from~~laws ~~occupancy~~of ~~following~~Florida. Operations ~~construction~~commenced oron June ~~rehabilitation~~30, ~~completion~~1988. ~~Now~~ Gateway ~~these~~invests, ~~very~~as ~~first~~a ~~programs~~limited ~~are~~partner, ~~completing~~in ~~their compliance period.~~other ~~With~~limited ~~that~~partnerships in(“Project ~~mind~~Partnerships”), ~~the~~each ~~Partnership~~of iswhich ~~continuing~~owns toand ~~review~~operates apartment ~~the~~complexes ~~Partnership's~~eligible ~~holdings,~~for ~~with~~Low-Income ~~special~~Housing ~~emphasis~~Tax onCredits ~~the~~(“Tax ~~more~~Credits”), provided ~~mature~~for ~~properties~~in ~~such~~Section as42 ~~any~~of ~~that have satisfied~~ the ~~IRS~~Internal ~~compliance~~Revenue ~~requirements~~Code of 1986. ~~The~~ Gateway ~~Partnership's review~~ will ~~consider~~terminate ~~many factors including extended use requirements~~ on ~~the~~December ~~property~~31, ~~(such~~2040 ~~as those due to mortgage restrictions~~ or ~~state~~sooner, ~~compliance~~in accordance ~~agreements),~~with the ~~condition~~terms of the ~~property,~~limited ~~and~~partnership agreement (the “Agreement”). As ~~tax~~of ~~consequences~~December to31, ~~the~~2008, ~~investors~~Gateway ~~from~~had ~~the~~received ~~sale~~capital contributions of ~~the~~$325,032 ~~property. Upon~~from ~~identifying those properties with~~ the ~~highest~~General ~~potential~~Partners ~~for~~and ~~a successful sale~~$25, ~~refinancing or syndication~~566,000 from the Limited ~~Partnership~~Partners. As ~~expects~~of toMarch ~~proceed~~31, ~~with~~2008, ~~efforts~~Gateway tohad ~~liquidate~~received ~~those~~capital contributions ~~properties. The~~of ~~Partnership's~~$319,720 ~~objective~~from ~~is to maximize~~ the ~~Investors'~~General ~~return~~Partners ~~wherever possible~~ and $25,566,000 ~~ultimately~~from tothe Limited ~~wind~~Partners. The ~~down~~fiscal ~~those~~year ~~funds that no longer provide tax benefits to investors. As~~ of ~~December~~Gateway ~~31,~~for ~~2004,~~reporting ~~two~~purposes ends ~~project~~on ~~partnerships,~~March ~~Clayfed Apartments and Westside Apartments have been sold~~31.

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

Operating profits and losses, cash distributions from operations and Tax Credits are allocated 99% to the Limited Partners and 1% to the General Partners. Profit or loss and cash distributions from sales of properties are allocated as specified in the Agreement.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Consolidated Statements

In the prior fiscal year, the financial statements included, on a consolidated basis, the accounts of Gateway and Village Apartments of Sparta Limited Partnership (“Sparta”), a Project Partnership in which Gateway had invested. In the fourth quarter of the prior fiscal year, Gateway disposed of its investment in Sparta (see further discussion of this disposition transaction in Note 6). The operating activity of Sparta is reported as discontinued operations on the consolidated financial statements for the third quarter of the prior fiscal year.

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”) 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 loss of the Project Partnerships on a 3-month lag in the Consolidated 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 loss 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.

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.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):

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, if any, from the individual Project Partnerships. Any cash distributions received from Project Partnerships which have a zero investment balance are accounted for as distribution income in the period the cash distribution is received by Gateway.

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. As part of its analysis, Gateway has historically considered the residual value of the Project Partnerships as one key component of its estimate of future cash flows. During the quarter ended December 31, 2008, as a direct result of the deterioration that occurred within the United States financial markets and more specifically, its negative impact on the Tax Credit market, Gateway has concluded that any residual value of the Project Partnerships in the present Tax Credit market conditions cannot be practicably determined. As a result, Gateway has eliminated estimates of residual value of the Project Partnerships from the recoverability portion of its impairment analysis. Accordingly, in the quarter ended December 31, 2008, impairment expense of $112,895 was recognized in the Consolidated Statement of Operations. Impairment expense for the nine months ended December 31, 2008 totaled $112,895. Gateway is continuing to execute its process of disposition of its interest in Project Partnerships that have reached the end of their Tax Credit compliance period, refer to Note 6 – Summary of Disposition Activities for the most recent update of those on-going activities. No impairment expense was recognized for the nine-month period ended December 31, 2007.

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 Project Partnerships occurred during each of the nine-month periods ended December 31, 2008 and 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.

Assets Held for Sale

Assets which meet certain specific criteria are classified as property held for sale as of the balance sheet date. One of the Project Partnerships, Crosstown Seniors Limited Dividend Housing Association Limited Partnership (“Crosstown”) met such criteria as of March 31, 2008. Accordingly, the investment in Crosstown is presented as Investment in Project Partnership Held for Sale on the consolidated balance sheet as of March 31, 2008. In addition, the equity in income of Crosstown is presented as discontinued operations for the quarter ended December 31, 2007. Crosstown was sold during September 2008. The gain on sale of Crosstown is presented as discontinued operations for the quarter ended December 31, 2008. (See further discussion of this sale transaction in Note 6).

Sparta met such criteria as of March 31, 2007. Accordingly, the results of operations of Sparta are presented as discontinued operations for the period ended December 31, 2007. Sparta was disposed during March 2008. (See further discussion of this disposition transaction in Note 6).

Discontinued Operations on the Consolidated Statements of Operations consist of the following amounts for the nine months ended December 31, 2008 and 2007:

	2008	2007
Rental Revenue	$ -	$ 62,362
Miscellaneous Income	-	1,596
Rental Operating Expenses	-	(56,549)
Interest Expense	-	(13,648)
Depreciation Expense	-	(29,538)
Equity in Income of Project Partnerships	-	106,049
Gain on Sale of Project Partnerships	1,056,103	-
Interest Income	-	147
Total Income from Discontinued Operations	$ 1,056,103	$ 70,419

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):

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. and U.S. Treasury securities.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates that affect certain reported amounts and disclosures. These estimates are based on management's knowledge and experience. Accordingly, actual results could differ from these estimates.

Investment in Securities

Gateway applies Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (“FAS 115”) (refer to Note 3 herein). Under FAS 115, Gateway is required to categorize its debt securities as held-to-maturity, available-for-sale or trading securities, dependent upon Gateway’s intent in holding the securities. Gateway’s intent is to hold all of its debt securities (U.S. Treasury Notes) until maturity and to use these assets to fund Gateway’s ongoing operations. The securities are carried at amortized cost, which approximates market value, and are adjusted for amortization of premiums and accretion of discounts to maturity. Such adjustments are included in Interest Income.

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 fiscal year 2008 amounts have been reclassified, where appropriate, to conform to the fiscal year 2009 financial statement presentation.

Variable Interest Entities

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “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. Gateway’s determination of the primary beneficiary of each VIE requires judgment and is based on an analysis of all relevant facts and circumstances including: (1) the existence of a principal-agency relationship between the limited partner and the general partner, (2) the relationship and significance of the activities of the VIE to each partner, (3) each partner’s exposure to the expected losses of the VIE, and (4) the design of the VIE. In the design of Project Partnership VIEs, the overriding concept centers around the premise that the limited partner invests solely for tax attributes associated with the property held by the VIE, while the general partner of the project partnership is responsible for overseeing its operations. Based upon its analysis of all the relevant facts and considerations, Gateway has concluded that in those instances where the Project Partnership interests are determined to be VIEs, the general partner of the Project Partnership is more closely associated with the Project Partnership than the limited partner (Gateway) and therefore, Gateway is not the primary beneficiary.

As of December 31, 2008, Gateway holds variable interests in 44 VIEs, which consist of Project Partnerships. Gateway is not the primary beneficiary of any of these VIEs. Gateway’s maximum exposure to loss as a result of its involvement with unconsolidated VIEs is limited to Gateway’s capital contributions to those VIEs, which is approximately $9,535,507 at December 31, 2008. 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 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):

Recent Accounting Changes

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS No. 157”), which provides enhanced guidance for using fair value to measure assets and liabilities. FAS No. 157 establishes a common definition of fair value and provides a framework for measuring fair value under U.S. generally accepted accounting principles and expands disclosure requirements about fair value measurements. FAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.

In February 2008, the FASB issued FASB Staff Position 157-2, “Effective Date of FASB Statement No. 157”, which delays the effective date of FAS No. 157 until November 15, 2008 for all nonfinancial assets and liabilities except those that are recognized or disclosed at fair value in the financial statements on at least an annual basis. Gateway will adopt FAS No. 157 effective as of fiscal year end March 31, 2009. The adoption of this standard is not expected to have a material impact on Gateway’s financial position, operations or cash flow.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS No. 159”), which permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. FAS No. 159 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Gateway will adopt FAS No. 159 in fiscal year 2009 but does not intend to remeasure its financial assets and financial liabilities as a result of its adoption. Accordingly, the adoption of this standard is not expected to have a material impact on Gateway’s financial position, operations or cash flow.

Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, was issued in July 2006 and interprets SFAS No. 109, Accounting for Income Taxes. FIN 48 requires all taxpayers to analyze all material positions they have taken or plan to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is “more-likely-than-not” to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax consequences of that position should be reflected in the taxpayer’s GAAP financial statements. Earlier proposed interpretations of SFAS 109 had recommended a “probable” standard for recognition of tax consequences rather than the “more-likely-than-not” standard finally adopted.

Because Gateway is a pass-through entity and is not required to pay income taxes, FIN 48 does not currently have any impact on its financial statements. On December 30, 2008, the FASB issued FASB Staff Position (FSP) No. FIN 48-3: Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises, which defers the effective date of Interpretation 48 for nonpublic enterprises included within the scope of FSP No. FIN 48-3 to the annual financial statements for fiscal years beginning after December 15, 2008. The deferred effective date is intended to give the Board additional time to develop guidance on the application of Interpretation 48 by pass-through entities and not-for-profit organizations. Gateway may modify its disclosures if the FASB’s guidance regarding application of FIN 48 to pass-through entities changes.

Basis of Preparation

The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto included with Gateway's report on Form 10-K for the year ended March 31, 2008 and any amendments thereto. In the opinion of management, these financial statements include adjustments, consisting only of normal recurring adjustments, necessary to fairly summarize Gateway’s financial position and results of operations. The results of operations for the periods may not be indicative of the results to be expected for the year.

NOTE 3 – INVESTMENT IN SECURITIES:

Investments in Securities consist of U.S. Treasury Notes at their cost, plus accrued interest and unamortized premiums of $2,647 as of March 31, 2008. The Investments in Securities are commonly held in a brokerage account maintained at Raymond James and Associates, Inc., an affiliate of the General Partners.

	December 31, 2008	March 31, 2008
Amortized Cost	$ -	$ 202,647
Gross Unrealized Loss	-	(803)

Fair Value	$ -	$ 201,844

NOTE 4 - RELATED PARTY TRANSACTIONS:

The Payable to General Partners primarily represents the asset management fees and general and administrative expenses 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.

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 receive 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 Consolidated Statements of Operations. Totals incurred for the nine months ended December 31, 2008 and 2007 were $224,177 and $293,692, 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 Consolidated Statements of Operations. Totals incurred for the nine months ended December 31, 2008 and 2007 were $0 and $104,564, respectively.

Refer to the discussion of net profit on re-syndication transactions contributed to Gateway by the Managing General Partner in Note 6, Summary of Disposition Activities herein.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:

As of December 31, 2008, Gateway holds a 99% interest in the profits, losses, and Tax Credits as a limited partner in 44 Project Partnerships holding 46 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. The total Investments in Project Partnerships at March 31, 2008 includes both the Investments in Project Partnerships and Investment in Project Partnership Held for Sale on the consolidated balance sheet.

The following is a summary of Investments in Project Partnerships as of:

	December 31,	March 31,
	2008	2008
Capital Contributions to Project Partnerships
and purchase price paid for limited partner
interests in Project Partnerships	$ 9,535,507	$ 12,794,791

Cumulative equity in losses of Project Partnerships (1)	(9,854,684)	(12,793,161)

Cumulative distributions received from Project Partnerships	(364,951)	(605,078)

Investment in Project Partnerships before Adjustment	(684,128)	(603,448)

Excess of investment cost over the underlying
assets acquired:
Acquisition fees and expenses	1,189,346	1,617,977
Accumulated amortization of acquisition
fees and expenses	(389,743)	(596,506)

Reserve for Impairment of Investment in
Project Partnerships	(112,895)	-

Investments in Project Partnerships	$ 2,580	$ 418,023

(1) In accordance with Gateway's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $14,251,896 for the period ended December 31, 2008 and cumulative suspended losses of $17,461,710 for the year ended March 31, 2008 are not included.

NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (Continued):

In accordance with Gateway's policy of presenting the financial information of the Project Partnerships, excluding Sparta for the period ended December 31, 2007, on a three month lag, below is the summarized balance sheets for the Project Partnerships as of September 30 and the summarized statements of operations for the nine months ended September 30 of each year:

	2008	2007
SUMMARIZED BALANCE SHEETS
Assets:
Current assets	$ 5,661,237	$ 7,532,676
Investment properties, net	24,611,179	36,730,175
Other assets	127,169	910,559
Total assets	$ 30,399,585	$ 45,173,410

Liabilities and Partners' Deficit:
Current liabilities	$ 1,588,363	$ 2,752,240
Long-term debt	45,443,040	62,538,322
Total liabilities	47,031,403	65,290,562

Partners' deficit
Limited Partner	(15,753,658)	(18,210,644)
General Partners	(878,160)	(1,906,508)
Total Partners' deficit	(16,631,818)	(20,117,152)

Total liabilities and partners' deficit	$ 30,399,585	$ 45,173,410

SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income	$ 5,456,772	$ 8,143,620
Expenses:
Operating expenses	4,070,847	5,409,141
Interest expense	745,162	1,112,610
Depreciation and amortization	1,374,667	1,911,063

Total expenses	6,190,676	8,432,814

Net loss	$ (733,904)	$ (289,194)

Other partners' share of net loss	$ (7,339)	$ (2,892)

Gateway's share of net loss	$ (726,565)	$ (286,302)
Suspended losses	719,757	410,137

Equity in (Loss) Income of Project Partnerships	$ (6,808)	$ 17,786

Equity in Income of Project Partnerships - Held for Sale	$ -	$ 106,049

Gateway's deficit as reflected by the Project Partnerships of $(15,753,658) differs from Gateway's Investments in Project Partnerships before acquisition fees and expenses, amortization, and the impairment reserve of $(684,128) primarily because of suspended losses on Gateway's books.

NOTE 6 – SUMMARY OF DISPOSITION ACTIVITIES:

Gateway at one time held investments in 82 Project Partnerships holding 87 properties. As of December 31, 2008, Gateway has sold or otherwise disposed of its interest in 38 Project Partnerships which held 41 properties. A summary of the sale or disposition transactions for the Project Partnerships disposed during the current fiscal year-to-date and the previous fiscal year are summarized below:

Fiscal Year 2009 Disposition Activity:

Transaction Month / Year	Project Partnership	Net Proceeds	Net Proceeds Per LP Unit	Gain (Loss) on Disposal	Component of Discontinued Operations
November 2008	The Meadows Associates	$ 198,792	$ 7.78	$ 198,793	$ -
September 2008	Winder Apartments, Ltd.	38,160	1.49	38,000	-
September 2008	Oakwood Apartments	9,741	0.38	9,741	-
September 2008	Lakewood Apartments	19,760	0.77	19,760	-
September 2008	Sandhill Forest, Ltd.	-	-	-	-
September 2008	Oakwood Grove, Ltd.	-	-	-	-
September 2008	Hastings Manor, Ltd.	-	-	-	-
September 2008	Crosstown Seniors (Phase I & II)	1,349,749	52.79	-	1,055,863
August 2008	Laurel Apartments	226,840	8.87	226,840	-
June 2008	Middlefield, Limited	117,530	4.60	117,530	-
June 2008	Pulaski Village	128,770	5.03	128,770	-
	Other, net (see below)	-	-	3,295	240
				$ 742,729	$ 1,056,103

The net proceeds per LP unit from the sale of The Meadows Associates, Winder Apartments, Ltd., Oakwood Apartments, and Lakewood Apartments, plus additional proceeds from the sale of Crosstown Seniors (Phase I & II), were distributed to the Limited Partners in December 2008.

The net proceeds per LP unit from the sale of Crosstown Seniors (Phase I & II), Laurel Apartments, Middlefield, Limited, and Pulaski Village were distributed to the Limited Partners in September 2008.

As part of the December 2008 distribution, Gateway distributed an additional $3,535 to the Limited Partners ($0.14 per limited partnership unit) and recognized an additional gain on sale of Project Partnerships in the amount of $3,295 and an additional component of discontinued operations of $240 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.

Re-syndications of Project Partnerships occur when a new buyer acquires the assets of a Project Partnership and renovates the existing affordable housing property and finances the costs of the renovation in part through the acquisition and sale of Tax Credits. In such re-syndication transactions, the assets of the existing Project Partnership are sold to a new partnership, net sales proceeds from the sale of assets are remitted to either Gateway or the general partner of the Project Partnership as appropriate, and the Project Partnership is liquidated. In a separate transaction, interests in the new partnership, which has a “fresh” allocation of Tax Credits, are sold to an unrelated third party or fund. In certain limited circumstances, the Managing General Partner of Gateway is involved in “re-syndicating” the sale of interests in the new partnership to an unrelated third party or fund. In those instances, the Managing General Partner has adopted the policy that it will contribute any net profits it received from the re-syndication transaction to Gateway. The Riverside Apartments property was the subject of a fiscal year 2009 re-syndication transaction in which the Managing General Partner was involved in the re-syndication, and $5,312 of re-syndication profit has been contributed to Gateway by the Managing General Partner in October 2008. This amount was distributed to the Limited Partners as part of the December 2008 distribution.

NOTE 6 – SUMMARY OF DISPOSITION ACTIVITIES (Continued):

Fiscal Year 2008 Disposition Activity:

Transaction Month / Year	Project Partnership	Net Proceeds	Net Proceeds Per LP Unit	Gain (Loss) on Disposal	Component of Discontinued Operations
March 2008	Village Apartments of Sparta	$ -	$ -	$ -	$ 401,634
March 2008	Scotts Hill	-	-	(2,000)	-
January 2008	Teton View Apartments (Phase I)	23,000	0.90	21,811	-
January 2008	Teton View Apartments (Phase II)	15,000	0.59	14,504	-
December 2007	Claremont Housing	22,000	0.86	23,850	-
December 2007	Pleasant Valley Housing	31,775	1.24	31,249	-
December 2007	River Road Apartments	8,750	0.34	(51,411)	-
December 2007	Kenly Court Apartments Phase I & II	137,444	5.38	137,444	-
October 2007	Riverside Apartments	110,056	4.30	109,530	-
September 2007	Hunters Ridge Apartments (AL)	27,362	1.07	27,363	-
August 2007	Greenville Landing Apartments	34,306	1.34	33,775	-
July 2007	Sandridge Apartments	248,000	9.70	248,798	-
July 2007	Brookshire Apartments	248,000	9.70	249,032	-
May 2007	Laurel Woods Apartments	223,240	8.73	224,347	-
April 2007	Ashburn Housing	148,309	5.80	147,778	-
	Other, net (see below)	-	-	645	-
				$ 1,216,715	$ 401,634

The net proceeds per LP unit from the sale of Teton View Apartments (Phase I), Teton View Apartments (Phase II), Claremont Housing, Pleasant Valley Housing, River Road Apartments, Kenly Court Apartments Phase I & II, and Riverside Apartments were distributed to the Limited Partners in February 2008.

The net proceeds per LP unit from the sale of Hunters Ridge Apartments (AL), Greenville Landing Apartments, and Ashburn Housing were distributed to the Limited Partners in October 2007.

The net proceeds per LP unit from the sale of Sandridge Apartments, Brookshire Apartments, and Laurel Woods Apartments were distributed to the Limited Partners in August 2007.

As part of the October 2007 distribution, Gateway distributed an additional $4,942 to the Limited Partners ($0.19 per limited partnership unit) and recognized an additional gain on sale of Project Partnerships in the amount of $645 resulting from the true-up of certain legal and other sale transaction closing expenses arising from Project Partnership sale transactions which closed in prior quarters.

The following properties were the subject of re-syndication transactions in which the Managing General Partner was involved in the re-syndication, and $318,720 of re-syndication profit has been contributed to Gateway by the Managing General Partner in October 2007. The re-syndication profit contributions associated with each transaction are as follows:

Floresville Square Apartments	$ 57,694
Albany Village Apartments	29,923
Hunters Ridge Apartments (KY)	29,922
Ashburn Housing	201,181

Total Re-syndication contribution	$ 318,720

NOTE 7 – SUBSEQUENT EVENTS:

Subsequent to the December 31, 2008 quarter-end, Gateway sold its partnership interest in Limestone Estates. Gateway received approximately $24,000 in net proceeds which also approximates the gain on sale of Project Partnerships to be recognized in the fourth quarter of fiscal year 2009 (approximately $0.94 per limited partnership unit) from this sale transaction in January 2009 which will be distributed to the Limited Partners in a subsequent quarter. This sale will be reflected in the financial statements for the year-ended March 31, 2009.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations

As disclosed on the Consolidated Statements of Operations, distribution income received from the Project Partnerships decreased $23,007 from $55,367 for the nine months ended December 31, 2007 to $32,360 for the nine months ended December 31, 2008. Equity in (Loss) Income of Project Partnerships decreased $24,594 from income of $17,786 for the nine months ended December 31, 2007 to a loss of $6,808 for the nine months ended December 31, 2008. Income from Discontinued Operations increased $985,684 from $70,419 for the nine-month period ended December 31, 2007 to $1,056,103 for the nine-month period ended December 31, 2008. The decrease in distribution income for the nine months ended December 31, 2008 is a result of fewer Project Partnerships invested in by Gateway. As of December 31, 2008, Gateway has an investment in 44 Project Partnerships as compared to 58 Project Partnership investments, including Sparta, held as of December 31, 2007. Equity in (Loss) Income of Project Partnerships decreased for the nine months ended December 31, 2008 as compared to the nine months ended December 31, 2007 because Gateway’s share of net loss from Project Partnerships exceeded the suspended losses from the Project Partnerships. 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 Consolidated Statement of Operations. Gateway’s share of the net loss from Project Partnerships for the nine-month periods ended September 30, 2008 and 2007 (Project Partnership financial information is on a three-month lag) was $726,565 and $286,302, respectively. Gateway suspended net losses from Project Partnerships for the nine months ended September 30, 2008 and 2007 totaling $719,757 and $410,137, respectively. Income from Discontinued Operations for the nine-month period ended December 31, 2008 increased due to the sale of Crosstown in September 2008. Additionally, financial information for Sparta is no longer included because Gateway disposed of its interest in the fourth quarter of fiscal year 2008.

Total expenses of Gateway were $414,374 for the nine months ended December 31, 2008, a decrease of $53,922 as compared to the nine months ended December 31, 2007 total expenses of $468,296. The decrease for the nine months ended December 31, 2008 results from decreases in 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 expense – General Partner for sold Project Partnerships), offset by impairment losses on Project Partnership investments. Impairment expense is a non-cash charge that reflects a potential decline in the carrying value of Gateway’s interest in Project Partnerships. Historically, Gateway has considered the residual value of the Project Partnerships as one key component of its estimate of the present value of Gateway’s interest in any of its Project Partnerships. During the quarter ended December 31, 2008, as a direct result of the deterioration that occurred within the United States financial markets and more specifically, its negative impact on the Tax Credit market, Gateway has concluded that any residual value of the Project Partnerships in the present Tax Credit market conditions cannot be practicably determined. As a result, in the quarter ended December 31, 2008 Gateway eliminated estimates of residual value of the Project Partnerships from the recoverability portion of its impairment analysis. Resultantly, non-cash impairment expense for the quarter was incurred.

In total, Gateway had net income of $1,419,996 for the nine months ended December 31, 2008 as compared to net income of $886,761 for the nine months ended December 31, 2007. The increase in net income for the nine months ended December 31, 2008 is a result of the gains on the sales of The Meadows Associates, Winder Apartments, Ltd., Oakwood Apartments, Lakewood Apartments, Sandhill Forest, Ltd., Oakwood Grove, Ltd., Hastings Manor, Ltd., Crosstown Seniors (Phase I & II), Laurel Apartments, Middlefield, Limited, and Pulaski Village being greater than the gains on the sales of Claremont Housing, Pleasant Valley Housing, River Road Apartments, Kenly Court Apartments Phase I & II, Riverside Apartments, Hunters Ridge Apartments (AL), Greenville Landing Apartments, Sandridge Apartments, Brookshire Apartments, Laurel Woods Apartments, and Ashburn Housing that were recorded in the nine months ended December 31, 2007. After adjusting for Equity in Loss of Project Partnerships of $6,808 and the changes in operating assets and liabilities, net cash used in operating activities was $163,140. Cash provided by investing activities was $2,326,932 consisting of $34,215 in cash distributions from the Project Partnerships, $2,092,717 in net proceeds from the Sale of Project Partnerships (refer to the exit strategy section herein for more detailed discussion of these sales of Project Partnerships), and $200,000 from matured U.S. Treasury Notes. Cash used in financing activities was $2,084,963 consisting of $5,312 in capital contributions offset by $2,090,275 in distributions paid to Limited Partners.

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.)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued):

The sources of funds to pay the operating costs are cash and cash equivalents and the interest earnings thereon, and cash distributed to Gateway from the operations of the Project Partnerships. Due to the rent limitations applicable to the Project Partnerships as a result of their qualifying for Tax Credits, Gateway does not expect there to be a significant increase in future rental income of the Project Partnerships. Therefore, cash distributions from operations of the Project Partnerships are not expected to increase. At December 31, 2008, Gateway had $429,109 of cash and cash equivalents. Management believes these sources of funds are sufficient to meet Gateway's current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

Critical Accounting Estimates

Recent Accounting Changes

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued):

Exit Strategy

The IRS compliance period for low-income housing Tax Credit properties is generally fifteen years from occupancy following construction or rehabilitation completion. All of Gateway’s Project Partnerships have reached the end of their Tax Credit compliance period; consequently, Gateway is currently in the process of disposing of all of its investments in Project Partnerships. 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 loan balance on 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 December 31, 2008, Gateway holds a limited partner interest in 44 Project Partnerships holding 46 properties which own and operate government assisted multi-family housing complexes. As of December 31, 2008, 38 of the Project Partnerships holding 41 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. During the quarter-ended December 31, 2008, Gateway sold or otherwise disposed of its interest in 1 Project Partnership, bringing the total number of Project Partnerships sold during the current fiscal year-to-date to 11. A summary of the sale or disposition transactions for the Project Partnerships disposed during the current fiscal year-to-date and the previous fiscal year are summarized herein.

Fiscal Year 2009 Disposition Activity:

Transaction Month / Year	Project Partnership	Net Proceeds	Net Proceeds Per LP Unit	Gain (Loss) on Disposal	Component of Discontinued Operations
November 2008	The Meadows Associates	$ 198,792	$ 7.78	$ 198,793	$ -
September 2008	Winder Apartments, Ltd.	38,160	1.49	38,000	-
September 2008	Oakwood Apartments	9,741	0.38	9,741	-
September 2008	Lakewood Apartments	19,760	0.77	19,760	-
September 2008	Sandhill Forest, Ltd.	-	-	-	-
September 2008	Oakwood Grove, Ltd.	-	-	-	-
September 2008	Hastings Manor, Ltd.	-	-	-	-
September 2008	Crosstown Seniors (Phase I & II)	1,349,749	52.79	-	1,055,863
August 2008	Laurel Apartments	226,840	8.87	226,840	-
June 2008	Middlefield, Limited	117,530	4.60	117,530	-
June 2008	Pulaski Village	128,770	5.03	128,770	-
	Other, net (see below)	-	-	3,295	240
				$ 742,729	$ 1,056,103

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued):

Fiscal Year 2008 Disposition Activity:

Transaction Month / Year	Project Partnership	Net Proceeds	Net Proceeds Per LP Unit	Gain (Loss) on Disposal	Component of Discontinued Operations
March 2008	Village Apartments of Sparta	$ -	$ -	$ -	$ 401,634
March 2008	Scotts Hill	-	-	(2,000)	-
January 2008	Teton View Apartments (Phase I)	23,000	0.90	21,811	-
January 2008	Teton View Apartments (Phase II)	15,000	0.59	14,504	-
December 2007	Claremont Housing	22,000	0.86	23,850	-
December 2007	Pleasant Valley Housing	31,775	1.24	31,249	-
December 2007	River Road Apartments	8,750	0.34	(51,411)	-
December 2007	Kenly Court Apartments Phase I & II	137,444	5.38	137,444	-
October 2007	Riverside Apartments	110,056	4.30	109,530	-
September 2007	Hunters Ridge Apartments (AL)	27,362	1.07	27,363	-
August 2007	Greenville Landing Apartments	34,306	1.34	33,775	-
July 2007	Sandridge Apartments	248,000	9.70	248,798	-
July 2007	Brookshire Apartments	248,000	9.70	249,032	-
May 2007	Laurel Woods Apartments	223,240	8.73	224,347	-
April 2007	Ashburn Housing	148,309	5.80	147,778	-
	Other, net (see below)	-	-	645	-
				$ 1,216,715	$ 401,634

The net proceeds per LP unit from the sale of Hunters Ridge Apartments (AL), Greenville Landing Apartments, and Ashburn Housing were distributed to the Limited Partners in October 2007.

The net proceeds per LP unit from the sale of Sandridge Apartments, Brookshire Apartments, and Laurel Woods Apartments were distributed to the Limited Partners in August 2007.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued):

Floresville Square Apartments	$ 57,694
Albany Village Apartments	29,923
Hunters Ridge Apartments (KY)	29,922
Ashburn Housing	201,181

Total Re-syndication contribution	$ 318,720

Status Update on Unsold Project Partnerships:

The following summarizes the most recent status of the sale/disposal process for the remaining Project Partnership investments held as of December 31, 2008:

Project Partnerships sold subsequent to December 31, 2008:

Limestone Estates

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

Buena Vista Housing, Ltd., L.P.	Hannah’s Mill Apartments, Ltd.
Mabank 1988 Limited	Casa Linda Limited Partnership
La Villa Elena Limited Partnership	Rio Abajo
Sage Limited Partnership	Augusta Properties, L.P.
Booneville Properties	Barling Properties
Poteau Properties IV	Turtle Creek Properties Phase II
Broken Bow Properties II	Decatur Properties
Poteau Properties III

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 $1,540,000, or $60.24 per limited partnership unit. Sales proceeds 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 12-month period.

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

Cuthbert Elderly Housing, Ltd.	Spring Creek Apartments, Ltd. (GA)
Madison, Ltd.	Concord IV Limited Partnership
Middleport Limited Partnership	Longleaf Apartments, Ltd.

Should all of these options be exercised, the estimated net sales proceeds to Gateway from the sales transactions are estimated to be $650,000, or $25.42 per limited partnership unit potentially available for distribution to the Limited Partners over the next 12 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.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued):

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

Sylacauga Garden Apartments III, Ltd.	Spring Creek Apartments, Ltd. (AL)
Monroe Family, Ltd.	Hartwell Elderly, Ltd., L.P.
Sabinal Housing Ltd.	Kingsland Housing Ltd.
Mathis Retirement Ltd.	Eagle’s Bay Limited Partnership
Stone Arbor Limited Partnership	Suncrest Limited Partnership
Woodcroft Limited Partnership	Laynecrest Associates Limited Partnership
Martindale Limited Partnership	Village Apartments of Centralia II, Limited Partnership
Village Apartments of Fortville II, L.P.	Village Apartments of Morgantown, Limited Partnership
Village Apartments of Summitville, L.P.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, no information is required.

Item 4. Controls and Procedures.

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