FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

For the fiscal year ended                 March 31, 2004                     

Commission File Number                       0-21762                         

                         Gateway Tax Credit Fund III Ltd.                    
             (Exact name of Registrant as specified in its charter)
           Florida                                    59-3090386             
(State or other jurisdiction of                   (IRS Employer No.)
incorporation or organization)

     880 Carillon Parkway,  St. Petersburg,  Florida    33716                 
    (Address of principal executive offices)          (Zip Code)

Registrant's Telephone No., Including Area Code:      (727)567-4830           

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class:  Beneficial Assignee Certificates

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 if disclosure of delinquent filers pursuant to item 405
of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein, and
will be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.    X  

                                                Number of Record Holders
  Title of Each Class                                 March 31, 2004
Limited Partnership Interest                               2,254
General Partner Interest                                       2

DOCUMENTS INCORPORATED BY REFERENCE

Parts III and IV - Form S-11 Registration Statement and all amendments and supplements thereto.          File No. 33-44238

PART I
Item 1. Business

   Gateway Tax Credit Fund III Ltd. ("Gateway") is a Florida Limited Partnership. The general partners are Raymond James Tax Credit Funds, Inc., the Managing General Partner, and Raymond James Partners, Inc., both sponsors of Gateway Tax Credit Fund III Ltd. and wholly-owned subsidiaries of Raymond James Financial, Inc. Gateway was formed October 17, 1991 and commenced operations July 16, 1992 with the first admission of Limited Partners.

   Gateway is engaged in only one industry segment, to acquire limited partnership interests in unaffiliated limited partnerships ("Project Partnerships"), each of which owns and operates one or more apartment complexes eligible for Low-Income Housing Tax Credits under Section 42 of the Internal Revenue Code ("Tax Credits"), received over a ten year period. Subject to certain limitations, Tax Credits may be used by Gateway's investors to reduce their income tax liability generated from other income sources. Gateway will terminate on December 31, 2040, or sooner, in accordance with the terms of its Limited Partnership Agreement. As of March 31, 2004, Gateway received capital contributions of $1,000 from the General Partners and from the Limited Partners, $10,395,000 in Series 7, $9,980,000 from Series 8, $6,254,000 from Series 9, $5,043,000 from Series 10 and $5,127,000 from Series 11.

   Gateway offered Limited Partnership units in series. Each series is treated as though it were a separate partnership, investing in a separate and distinct pool of Project Partnerships. Net proceeds from each series are used to acquire Project Partnerships which are specifically allocated to such series. Income or loss and all tax items from the Project Partnerships acquired by each series are specifically allocated among the limited partners of such series.

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

   As of March 31, 2004, Gateway had invested in 39 Project Partnerships for Series 7, 43 Project Partnerships for Series 8, 24 Project Partnerships for Series 9, 15 Project Partnerships for Series 10 and 12 Project Partnerships for Series 11. Gateway acquired its interests in these properties by becoming a limited partner in the Project Partnerships that own the properties. The primary source of funds for each series is the capital contributions from Limited Partner investors.

   All but eight of the properties are financed with mortgage loans from the Farmers Home Administration (now called United States Department of Agriculture - Rural Development) ("USDA-RD") under Section 515 of the Housing Act of 1949. These mortgage loans are made at low interest rates for multi-family housing in rural and suburban areas, with the requirement that the interest savings be passed on to low income tenants in the form of lower rents. A significant portion of the project partnerships also receive rental assistance from USDA-RD to subsidize certain qualifying tenants. One recently acquired property in Series 7 received conventional financing. One property in Series 9, two properties in Series 10 and one property in Series 11 are fully financed through the HOME Investment Partnerships Program.

   These HOME Program loans provide financing at rates of 0 % to 0.5% for a period of 15 to 42 years. One property in Series 11 is partially financed by HOME. Two properties in Series 11 received conventional financing.

   Risks related to the operations of Gateway are described in detail on pages 29 through 38 of the Prospectus, as supplemented, under the Caption "Risk Factors" which is incorporated herein by reference. The investment objectives of Gateway are to:

  1) Provide tax benefits to Limited Partners in the form of Tax Credits during      the period in which each Project is eligible to claim tax credits;

  2) Preserve and protect the capital contribution of Investors;

  3) Participate in any capital appreciation in the value of the Projects; and

  4) Provide passive losses to i) individual investors to offset passive income from      other passive activities, and ii) corporate investors to offset business      income.

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

   Gateway's goal is to invest in a diversified portfolio of Project Partnerships located in rural and suburban locations with a high demand for low income housing. As of March 31, 2004 the Series' investor capital contributions were successfully invested in Project Partnerships which met the investment criteria. Management anticipates that competition for tenants will only be with other low income housing projects and not with conventionally financed housing. With a significant number of rural American households living below the poverty level in substandard housing, management believes there will be a continuing demand for affordable low income housing for the foreseeable future.

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

Item 2. Properties

   Gateway owns a majority interest in properties through its limited partnership investments in Project Partnerships. The largest single net investment in a Project Partnership in Series 7 is 1.4% of the Series' total balance sheet assets, Series 8 is 0.4%, Series 9 is 1.6%, Series 10 is 3.7% and Series 11 is 7.1%. The following table provides certain summary information regarding the Project Partnerships in which Gateway had an interest as of December 31, 2003:

Item 2 - Properties (continued):

SERIES 7

An average effective rental per unit is $3,882 per year ($324 per month).

Item 2 - Properties (continued):

SERIES 8

An average effective rental per unit is $3,725 per year ($310 per month).

Item 2 - Properties (continued):

SERIES 9

An average effective rental per unit is $3,669 per year ($306 per month).

Item 2 - Properties (continued):

SERIES 10

An average effective rental per unit is $3,754 per year ($313 per month).

Item 2 - Properties (continued):

SERIES 11

An average effective rental per unit is $4,057 per year ($338 per month).

Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 2003, 2002 and 2001 is as follows:

12/31/03

              12/31/02

            12/31/01

Item 3. Legal Proceedings

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

Item 4. Submission of Matters to a Vote of Security Holders

   As of March 31, 2004, no matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

Item 5. Market for the Registrant's Securities and Related Security Holder Matters

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

   There have been no distributions to Limited Partner investors from inception to date.

   (b)   Approximate Number of Equity Security Holders:

                                               Number of Holders
     Title of Class                           as of March 31, 2004
Limited Partner Interest                              2,254
General Partner Interest                                  2

Item 6. Selected Financial Data

FOR THE YEARS ENDED MARCH 31,

FOR THE YEARS ENDED MARCH 31,

FOR THE YEARS ENDED MARCH 31,

FOR THE YEARS ENDED MARCH 31,

FOR THE YEARS ENDED MARCH 31,

1. The tax information is as of December 31, the year end for tax purposes.
   
   The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this report. This statement is not covered by the auditor's opinion included elsewhere in this report.

   ---

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

Results of Operations, Liquidity and Capital Resources

   Operations commenced on July 16, 1992 with the first admission of Limited Partners in Series 7. The proceeds from Limited Partner investors' capital contributions available for investment are used to acquire interests in Project Partnerships.

   As disclosed on the statement of operations for each Series, except as described below, interest income is comparable for the years ended March 31, 2004, March 31, 2003 and March 31, 2002. General and Administrative expenses - General Partner and General and Administrative expenses - Other for the year ended March 31, 2004 have increased as compared to March 31, 2003 and March 31, 2002 due to a change in the method of allocation.

   The capital resources of each Series 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 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 of each Series 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 the Series from the operations of the Project Partnerships.

   Series 7 - Gateway closed this series on October 16, 1992 after receiving $10,395,000 from 635 Limited Partner investors. As of March 31, 2004, the series had invested $7,732,089 in 39 Project Partnerships located in 14 states containing 1,195 apartment units. Average occupancy of the Project Partnerships was 96% at December 31, 2003.

   The Equity in Losses of Project Partnerships decreased from $137,118 for the year ended March 31, 2003 to $130,277 for the year ended March 31, 2004 as a result of not including losses that would reduce the investment in certain Project Partnerships below zero. Equity in losses of Project Partnerships for the year ended March 31, 2003 of $137,118 were comparable to the Equity in Losses of Project Partnerships for the year ended March 31, 2004. In general, it is common in the real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization. (These Project Partnerships reported depreciation and amortization of $1,457,962, $1,467,030 and $1,489,791 for the periods ended December 31, 2001, 2002 and 2003, respectively.) As a result, management expects that this Series, as well as the Series described below, will report its equity in Project Partnerships as a loss for tax and financial reporting purposes. Overal l management believes the Project Partnerships are operating as expected and are generating tax credits, which meet projections.

   At March 31, 2004, the Series had $343,873 of short-term investments (Cash and Cash Equivalents). It also had $265,516 in Zero Coupon Treasuries with annual maturities providing $72,000 in fiscal year 2004 increasing to $86,000 in fiscal year 2008. Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

   As disclosed on the statement of cash flows, the Series had a net loss of $261,362 for the year ending March 31, 2004. However, after adjusting for Equity in Losses of Project Partnerships of $130,277 and the changes in operating assets and liabilities, net cash used in operating activities was $105,480 of which $38,500 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $59,345 consisting of $28,698 in cash distributions from the Project Partnerships and $30,647 from matured Zero Coupon Treasuries. There were no unusual events or trends to describe.

   Series 8 - Gateway closed this Series on June 28, 1993 after receiving $9,980,000 from 664 Limited Partner investors. As of March 31, 2004, the series had invested $7,586,105 in 43 Project Partnerships located in 18 states containing 1,207 apartment units. Average occupancy of the Project Partnerships was 95% at December 31, 2003.

   Equity in Losses of Project Partnerships decreased from $272,241 for the year ended March 31, 2002 to $82,830 for the year ended March 31, 2003 to $39,434 for the year ended March 31, 2004. The decreases resulted from not including suspended losses, which increased from $832,101 for the year ended March 31, 2002 to $865,760 for the year ended March 31, 2003 to $937,351 for the year ended March 31, 2004, as these losses would reduce the investment in Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $1,522,646, $1,516,946 and $1,525,330 for the periods ended December 31, 2001, 2002 and 2003, respectively.) Overall management believes the Project Partnerships are operating as expected and are generating tax credits which meet projections.

   At March 31, 2004, the Series had $373,899 of short-term investments (Cash and Cash Equivalents). It also had $252,381 in Zero Coupon Treasuries with annual maturities providing $67,000 in fiscal year 2004 increasing to $82,000 in fiscal year 2008. Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

   As disclosed on the statement of cash flows, the Series had a net loss of $176,442 for the year ending March 31, 2004. However, after adjusting for Equity in Losses of Project Partnerships of $39,434 and the changes in operating assets and liabilities, net cash used in operating activities was $131,944 of which $24,500 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $55,637 consisting of $25,030 received in cash distributions from the Project Partnerships and $30,607 from matured Zero Coupon Treasuries. Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee. There were no unusual events or trends to describe.

   Series 9 - Gateway closed this Series on September 30, 1993 after receiving $6,254,000 from 406 Limited Partner investors. As of March 31, 2004, the series had invested $4,914,116 in 24 Project Partnerships located in 11 states containing 624 apartment units. Average occupancy of the Project Partnerships was 95% at December 31, 2003.

   The Equity in Losses of Project Partnerships decreased from $355,237 for the year ended March 31, 2002 to $279,770 for the year ended March 31, 2003 to $230,291 for the year ended March 31, 2004. The decreases resulted from not including suspended losses, which increased from $300,173 for the year ended March 31, 2002 to $346,247 for the year ended March 31, 2003, as these losses would reduce the investment in Project Partnerships below zero. However, in 2004 the Project Partnerships reported higher income, which caused the decline in the Equity in Losses of Project Partnerships. (These Project Partnerships reported depreciation and amortization of $820,700, $807,268 and $792,503 for the years ended December 31, 2001, 2002 and 2003, respectively.) Overall management believes the Project Partnerships are operating as expected and are generating tax credits which meet projections.

   At March 31, 2004, the Series had $248,902 of short-term investments (Cash and Cash Equivalents). It also had $179,336 in Zero Coupon Treasuries with annual maturities providing $39,000 in fiscal year 2004 increasing to $47,000 in fiscal year 2009. Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

   As disclosed on the statement of cash flows, the Series had a net loss of $311,941 for the period ending March 31, 2004. After adjusting for Equity in Losses of Project Partnerships of $230,291 and the changes in operating assets and liabilities, net cash used in operating activities was $47,539. Cash provided by investing activities totaled $35,956 consisting of $15,767 received in cash distributions from the Project Partnerships and $20,189 from matured Zero Coupon Treasuries. Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee. There were no unusual events or trends to describe.

   Series 10 - Gateway closed this Series on January 21, 1994 after receiving $5,043,000 from 325 Limited Partner investors. As of March 31, 2004, the series had invested $3,914,672 in 15 Project Partnerships located in 10 states containing 409 apartment units. Average occupancy of the Project Partnerships was 95% at December 31, 2003.

   The Equity in Losses of Project Partnerships decreased from $201,713 for the year ended March 31, 2003 to $175,628 for the year ended March 31, 2004 as a result of not including losses of $38,046, as these losses would reduce the investment in certain Project Partnerships below zero. Equity in Losses of Project Partnerships of $201,773 for the year ended March 31, 2003 were comparable to Equity in Losses for the year ended March 31, 2002. (These Project Partnerships reported depreciation and amortization of $478,396, $465,739 and $465,268 for the years ended December 31, 2001, 2002, and 2003 respectively.) Overall management believes the Project Partnerships are operating as expected and are generating tax credits, which meet projections.

   At March 31, 2004, the Series had $247,847 of short-term investments (Cash and Cash Equivalents). It also had $160,071 in Zero Coupon Treasuries with annual maturities providing $28,000 in fiscal year 2004 increasing to $40,000 in fiscal year 2010. Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

   As disclosed on the statement of cash flows, the Series had net loss of $228,743 for the year ending March 31, 2004. After adjusting for Equity in Losses of Project Partnerships of $175,628 and the changes in operating assets and liabilities, net cash used in operating activities was $39,561 of which $12,500 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $35,467 consisting of $20,993 received in cash distributions from the Project Partnerships and $14,474 from matured Zero Coupon Treasuries. Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee. There were no unusual events or trends to describe.

   Series 11 - Gateway closed this Series on April 29, 1994 after receiving $5,127,000 from 330 Limited investors. As of March 31, 2004 the series had invested $4,128,042 in 12 Project Partnerships located in 7 states containing 361 apartments. Average occupancy of the Project Partnerships was 92% at December 31, 2003.

   Equity in losses of Project Partnerships were comparable for the years ended March 31, 2002, 2003 and 2004. (These Project Partnerships reported depreciation and amortization of $524,869, $530,098 and $530,705 for the periods ended December 31, 2001, 2002 and 2003.) Overall management believes the Project Partnerships are operating as expected and are generating tax credits which meet projections.

   At March 31, 2004, the Series had $247,638 of short-term investments (Cash and Cash Equivalents). It also had $181,579 in Zero Coupon Treasuries with annual maturities providing $34,000 in fiscal year 2004 increasing to $44,000 in fiscal year 2010. Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.

   As disclosed on the statement of cash flows, the Series had net loss of $143,577 for the year ending March 31, 2004. After adjusting for Equity in Losses of Project Partnerships of $101,608 and the changes in operating assets and liabilities, net cash used in operating activities was $41,035 of which $23,500 was the Asset Management Fee actually paid. Cash provided by investing activities totaled $24,475 consisting of $15,911 from matured Zero Coupon Treasures and $8,564 received in cash distributions from Project Partnerships. Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee. There were no unusual events or trends to describe.

Item 8. Financial Statements and Supplementary Data

To the Partners of Gateway Tax Credit Fund III Ltd.

   We have audited the accompanying balance sheets of each of the five Series (Series 7 through 11) constituting Gateway Tax Credit Fund III Ltd. (a Florida Limited Partnership) as of March 31, 2004 and 2003 and the related statements of operations, partners' equity (deficit), and cash flows of each of the five Series for each of the three years in the period then ended.  These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain Project Partnerships for which cumulative equity in losses included on the balance sheets as of March 31, 2004 and 2003 and net losses included on the statements of operations for each of the three years in the period ended March 31, 2004 are:

Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such underlying partnerships, is based solely on the reports of the other auditors.

   We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

   In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of each of the five Series (Series 7 through 11) constituting Gateway Tax Credit Fund III Ltd. as of March 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

   Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed under Item 14(a)(2) in the index are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, based on our audits and the reports of other auditors, fairly stated in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

                                         /s/ Spence, Marston, Bunch, Morris & Co.
                                         SPENCE, MARSTON, BUNCH, MORRIS & CO.
                                         Certified Public Accountants

Clearwater, Florida
June 22, 2004

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2004 AND 2003

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2004 AND 2003

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2004 AND 2003

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2004 AND 2003

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2004 AND 2003

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 2004 AND 2003

See accompanying notes to financial statements.

GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,