UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section l3 and l5(d) of the Securities Exchange Act of l934

~~Securities~~July ~~Exchange~~31, ~~Act~~2009 Date of ~~l934~~report (date of earliest event reported)

January 5, 2006

Date of report (date of earliest event reported)

GATEWAY TAX CREDIT FUND, LTD.

(Exact Name of Registrant as Specified in Its Charter)

Florida

Florida		0-17711		59-2852555
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(State or Other Jurisdiction of Incorporation)

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

O-17711		59-2852555
(Commission File Number)		(IRS Employer Identification No.)

(727) 567-1000

(Registrant’s Telephone Number, Including Area Code)

880 Carillon Parkway St. Petersburg, FL 33716

(Address of Principal Executive Offices) (Zip Code)

(727) 567-4830

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

o 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.~~ ~~On or about January 3, 2006, Spence, Marston, Bunch, Morris & Co~~5., Certified Public Accountants, P.C. ("SMBM") resigned as the principal independent accountant of Gateway Tax Credit Fund, Ltd., (the "Registrant"). As explained to the Registrant by SMBM, the Registrant and its two affiliated funds were the only clients of SMBM required to file reports as a public company under the Securities Exchange Act of 1934. SMBM decided to resign due to the economic unfeasibility of providing auditing services to a small number of public company clients.02 Departure ~~During the years ended March 31, 2005 and March 31, 2004, and the subsequent interim periods through January 3, 2006, there were no disagreements with SMBM on any matters~~ of ~~accounting~~Directors ~~principles~~ or ~~practices,~~Certain ~~financial~~Officers; ~~statement~~Election ~~disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction~~ of ~~SMBM,~~Directors; ~~would~~Appointment ~~have caused them to make reference to the subject matter~~ of the disagreement in connection with their report. In addition, none of the reportable events listed in Item 304(a)(1)(v) of Regulation S-K occurred with respect to the Registrant during the Registrant's two most recent fiscal years and the subsequent interim periods preceding the resignation of SMBM.Certain ~~The~~Officers; ~~audit~~Compensatory ~~reports~~Arrangements of ~~SMBM~~Certain on the financial statements of the Registrant for the two most recent fiscal years ended March 31, 2005 and March 31, 2004 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. SMBM has provided the Registrant with a letter, addressed to the Securities and Exchange Commission, stating that SMBM agrees with the above statements. A copy of the letter provided by SMBM, dated January 5, 2006 is filed as an exhibit to this current report on Form 8-K. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description 99.1 Letter dated as of January 5, 2006, from SMBM to the Securities and Exchange Commission.Officers

On May 22, 2009 and effective June 30, 2009, Jonathan Oorlog resigned as the Vice President & Chief Financial Officer of Raymond James Tax Credit Funds, Inc., the Managing General Partner of the Company. Mr. Oorlog accepted the position of Vice President, Financial Reporting at Raymond James Financial, Inc., the parent company of Raymond James Tax Credit Funds, Inc.

Toni Matthews, age 52, was appointed as Vice President & Chief Financial Officer of the Managing General Partner, effective July 1, 2009. 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.

Exhibit No. Description

None

SIGNATURES

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

GATEWAY TAX CREDIT FUND, LTD. (A Florida Limited Partnership) By: Raymond James Tax Credit Funds, Inc. ~~its~~ ~~General~~(the ~~Partner Date: January~~Managing 5,General 2006 By: /s/ Jonathan Oorlog Name: Jonathan Oorlog Title: Vice President and Chief Financial OfficerPartner)

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)

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