UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

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

For The Quarterly Period Ended        June 30, 2002                

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                (I.R.S. 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)573-3800 

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                              June 30, 2002
Units of Limited Partnership
Interest:  $1,000 per unit                              25,566

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II, 2002 Form 10-K, filed with the
Securities and Exchange Commission on July 3, 2002
Parts III and IV - Form S-11 Registration Statement
and all amendments and supplements thereto
File No. 33-18142

PART I - Financial Information
     Item 1.  Financial Statements

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
COMBINED BALANCE SHEETS

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)

COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30,
(Unaudited)

 See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)

COMBINED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)

COMBINED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)

 See accompanying notes to financial statements.

NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2002

NOTE 1 - ORGANIZATION:

    Gateway Tax Credit Fund, Ltd. ("Gateway"), a Florida Limited Partnership, was formed October 27, 1987 under the laws of Florida. Operations commenced on June 30, 1988. Gateway invests, as a limited partner, in other limited partnerships ("Project Partnerships"), each of which owns and operates apartment complexes expected to qualify for Low-Income Housing Tax Credits. Gateway will terminate on December 31, 2040 or sooner, in accordance with the terms of the Limited Partnership Agreement. Gateway closed the offering on March 1, 1990 after receiving Limited and General Partner capital contributions of $25,566,000 and $1,000 respectively. The fiscal year of Gateway for reporting purposes ends on March 31.

    Raymond James Partners, Inc. and Raymond James Tax Credit Funds, Inc., wholly-owned subsidiaries of Raymond James Financial, Inc., are the General Partner and Managing General Partner, respectively. The Managing General Partner manages and controls the business of Gateway.

    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 formulated in the Limited Partnership Agreement.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

    The accompanying statements include, on a combined basis, the accounts of Gateway ,Village Apartments of Sparta Limited Partnership and Village Apartments of Divernon Limited Partnership ("Combined Entities"), two Project Partnerships in which Gateway has invested. As of October 1, 1996 and October 1, 1997, respectively, an affiliate of Gateway's Managing General Partner, Value Partners, Inc. became the general partner of the Combined Entities. Since the general partner of the Combined Entities is now an affiliate of Gateway, these combined financial statements include the financial activity of the Combined Entities for the three months ended June 30, 2002. All significant intercompany balances and transactions have been eliminated. Gateway has elected to report the results of operations of the Combined Entities on a 3-month lag basis, consistent with the presentation of financial information of all Project Partnerships.

    Gateway utilizes the accrual basis of accounting whereby revenues are recognized when earned and expenses are recognized when obligations are incurred.

    Gateway accounts for its investments as the sole limited partner in Project Partnerships ("Investments in Project Partnerships"), with the exception of the Combined Entities, using the equity method of accounting, because management believes that Gateway does not have a majority control of the major operating and financial policies of the Project Partnerships in which it

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):

invests, and reports the equity in losses of the Project Partnerships on a 3-month lag in the Statements of Operations. Under the equity method, the Investments in Project Partnerships initially include:

Quarterly the Investments in Project Partnerships are increased or decreased as follows:

    Amortization is calculated on a straight-line basis over 35 years, as this is the average estimated useful life of the underlying assets. The amortization is shown as amortization expense on the Statements of Operations.

    Pursuant to the limited partnership agreements for the Project Partnerships, cash losses generated by the Project Partnerships are allocated to the general partners of those partnerships. In subsequent years, cash profits, if any, are first allocated to the general partners to the extent of the allocation of prior years' cash losses.

    Since Gateway invests as a limited partner, and therefore is not obligated to fund losses or make additional capital contributions, it does not recognize losses from individual Project Partnerships to the extent that these losses would reduce the investment in those Project Partnerships below zero. The suspended losses will be used to offset future income from the individual Project Partnerships.

    Gateway reviews its investments in Project Partnerships to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the investment, Gateway recognizes an impairment loss. No impairment loss has been recognized in the accompanying financial statements.

    Gateway, as a limited partner in the Project Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance and continued eligibility 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.

    It is Gateway's policy 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.

    Land, buildings and improvements are recorded at cost and provides for depreciation using the modified accelerated cost recovery system method for financial and tax reporting purposes in amounts adequate to amortize costs over the lives of the applicable assets as follows:

       Buildings                  27-1/2 years
       Equipment                       7 years

    Expenditures for maintenance and repairs are charged to expense as incurred. Upon disposal of depreciable property, the appropriate property accounts are reduced by the related costs and accumulated depreciation. The resulting gains and losses are reflected in the statement of income.

    Rental income, principally from short-term leases on the Combined Entity's apartment units, is recognized as income under the accrual method as the rents become due.

    Financial instruments which potentially subject Gateway to concentrations of credit risk consist of cash investments in a money market mutual fund that is a wholly-owned subsidiary of Raymond James Financial, Inc.

    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.

    Effective April 1, 1995, Gateway adopted Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities ("FAS 115"). 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 Security Strips) until maturity and to use these reserves to fund Gateway's ongoing operations. Interest income is recognized ratably on the U.S. Treasury Strips using the effective yield to maturity.

    Offering and commission costs were charged against Limited Partners' Equity upon the admission of Limited Partners.

    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.

    For comparability, the 2001 and 2000 figures have been reclassified, where appropriate, to conform with the financial statement presentation used in 2002.

    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 the Partnership's Form 10-K for the year ended March 31, 2002. In the opinion of management these financial statements include adjustments, consisting only of normal recurring adjustments, necessary to fairly summarize the Partnership'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.

    The June 30, 2002 Balance Sheet includes Investments in Securities equal to $1,048,798 ($469,775 and $579,023). These investments consist of U. S. Treasury Security Strips at their cost, plus accreted interest income of $635,696. The estimated market value at June 30, 2002 of these debt securities is $1,142,000 resulting in a gross unrealized gain of $93,202.

    As of June 30, 2002, the cost and accreted interest by contractual maturities is as follows:

         Due within 1 year                              $  469,775
         After 1 year through 5 years                      579,023
                                                         ----------
         Total Amount Carried on Balance Sheet          $1,048,798
                                                         ==========

    The Payable to General Partners primarily represents the asset management fees owed to the General Partners at the end of the period. It is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing. Within the next 12 months, the Managing General Partner does not intend to demand payment on the portion of Asset Management Fees payable classified as long-term on the Balance Sheet.

The General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses as follows:

                                                 2002          2001
                                               --------      --------
Asset Management Fee                         $123,301        $123,725
General and Administrative Expenses            16,541           9,889

    A summary of the rental property is as follows at June 30, 2002:

    A summary of the rental property is as follows at March 31, 2002:

    The mortgage note payable for Sparta is the balance due on the note dated December 1, 1998 in the amount of $843,253. The loan is at a stated interest rate of 6.125% for a period of 50 years, the loan also contains a provision for an interest subsidy which reduces the effective interest rate to 2.325%. At March 31, 2002 the development was in compliance with the terms of the subsidy agreement and is receiving the reduced rate which makes the monthly payments $1,925.75.

Expected maturities of the mortgage note payable are as follows:

     Year Ending          Amount
     -----------          ------

     12/31/02              4,109
     12/31/03              4,205
     12/31/04              4,303
     12/31/05              4,403
     Thereafter          814,607
                      -----------
     Total             $ 831,627
                      ===========

   The mortgage note payable for Divernon is the balance due on the note dated October 2, 1989 in the amount of $416,113. The loan is at a stated interest rate of 8.75% for a period of 50 years, the loan also contains a provision for an interest subsidy which reduces the effective interest rate to 2.35%. At March 31, 2002 the development was in compliance with the terms of the subsidy agreement and is receiving the reduced rate which makes the monthly payment $883.

    Expected maturities of the mortgage note payable are as follows:

     Year Ending            Amount
     -----------           -------

     12/31/02                1,373
     12/31/03                1,404
     12/31/04                1,437
     12/31/05                1,472
     Thereafter            399,649
                           --------
     Total                $405,335
                           ========

    As of June 30, 2002, 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. 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 June 30, 2002:

 (1) In accordance with the Partnership's accounting policy to not carry In3estments in Project Partnerships below zero, cumulative suspended losses of $13,387,043 for the period ended June 30, 2002 and cumulative suspended losses of $12,955,415 for the year ended March 31, 2002 are not included.

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

Item 7.  Management's Discussion and Analysis of Financial Condition and          Results of Operations:

    As disclosed on the Statements of Operations, interest income and total expenses were comparable for the three months ended June 30, 2002 and June 30, 2001. Interest income decreased from $38,471 for the three months ended June 30, 2001 to $24,892 for the three months ended June 30, 2002 due to an approximate $268,000 decrease in Investment in Securities. Other income increased from $1,549 for the three months ended June 30, 2001 to $42,710 for the three months ended June 30, 2002 due to the inclusion of the distributions from Project Partnerships that if recognized as a return of investment would reduce the investment in the Project Partnership below zero.

    Equity in Losses of Project Partnerships for the three months ended June 30, 2002 increased from $6,882 for the three months ended June 30, 2001 to $71,190 as a result of an increase in the operating expenses of the Project Partnerships with losses that have not been suspended. 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 $171,285 for the three months ended June 30, 2002. However, after adjusting for amortization, accreted interest income, the changes in operating assets and liabilities, and the equity in losses of Project Partnerships, net cash provided by operating activities was $315. The net cash provided by investing activities was $23,538, consisting of cash distributions received from Project Partnerships.

    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, the maturity of U.S. Treasury Security Strips ("Zero Coupon Treasuries") which were purchased with funds set aside for this purpose, and cash distributed to Gateway from the operations of the Project Partnerships. At June 30, 2002, Gateway had $1,208,431 of short term investments (Cash and Cash Equivalents). It also had $1,048,798 in Zero Coupon Treasuries with maturities providing $486,000 in fiscal year 2003 decreasing to $142,000 in fiscal year 2005. 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.

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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

Date: August 28, 2002           By:/s/ Ronald M. Diner
                                Ronald M. Diner
                                President

Date: August 28, 2002           By:/s/ Sandra L. Furey
                                Sandra L. Furey
                                Secretary and Treasurer