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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 REQUIRES)

For the fiscal year ended March 31, 1997

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 ( 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 No., Including Area Code: (813)573-3800

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 Park 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, 1997
Limited Partnership Interest 2,201
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, 1997,
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, 1997, 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 Rural
Economic and Community Development) ("RECD") 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 RECD 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,
1997 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 8.7% of the Series' total balance sheet assets,
Series 8 is 4.2%, Series 9 is 11.4%, Series 10 is 18.3% and
Series 11 is 19.9%. The following table provides certain
summary information regarding the Project Partnerships in
which Gateway had an interest as of December 31, 1996:

Item 2 - Properties (continued):


SERIES 7

Location # of Date
Partnership of Property Units Acquired

Nottingham Pisgah, AL 18 6/92
Cedar Hollow Waterloo, NE 24 7/92
Sunrise Mission, SD 44 7/92
Mountain City Mountain City, TN 40 8/92
Burbank Falls City, NE 24 8/92
Washington Bloomfield, NE 24 9/92
BrookStone McCaysville, GA 40 9/92
Tazewell New Tazewell, TN 44 9/92
N. Irvine Irvine, KY 24 9/92
Horton Horton, KS 24 9/92
Manchester Manchester, GA 42 9/92
Waynesboro Waynesboro, GA 24 9/92
Lakeland II Lakeland, GA 30 9/92
Mt. Vernon Mt. Vernon, GA 24 9/92
Meadow Run Dawson, GA 48 9/92
Spring Creek II Quitman, GA 24 9/92
Warm Springs Warm Springs, GA 22 9/92
Blue Ridge Blue Ridge, GA 41 9/92
Walnut Elk Point, SD 24 9/92
Pioneer Mountain View, AR 48 9/92
Dilley Dilley, TX 28 9/92
Elsa Elsa, TX 40 9/92
Clinch View Gate City, VA 42 9/92
Jamestown Jamestown, TN 40 9/92
Leander Leander, TX 36 9/92
Louisa Sr. Louisa, KY 36 9/92
Orchard Commons Crab Orchard, KY 12 9/92
Vardaman Vardaman, MS 24 9/92
Heritage Park Paze, AZ 32 9/92
BrooksHollow Jasper, GA 40 9/92
Cavalry Crossing Ft. Scott, KS 40 9/92
Carson City Carson City, KS 24 11/92
Matteson Capa, KS 24 11/92
Pembroke Pembroke, KY 16 12/92
Robynwood Cynthiana, KY 24 12/92
Atoka Atoka, OK 24 1/93
Coalgate Coalgate, OK 24 1/93
Hill Creek West Blocton, AL 24 11/93
Cardinal Mountain Home, AR 32 11/93
-----
Total 1,195

An average effective rental per unit is $3,196 per year ($266
per month).

Item 2 - Properties (continued):

SERIES 8
Location # of Date
Partnership of Property Units Acquired

Purdy Purdy, MO 16 12/92
Galena Galena, KS 24 12/92
Antlers 2 Antlers, OK 24 1/93
Holdenville Holdenville, OK 24 1/93
Wetumka Wetumka, OK 24 1/93
Mariners Cove Marine City, MI 32 1/93
Mariners Cove Sr. Marine City, MI 24 1/93
Antlers Antlers, OK 36 3/93
Bentonville Bentonville, AR 24 3/93
Deerpoint Elgin, AL 24 3/93
Aurora Aurora, MO 28 3/93
Baxter Baxter Spgs, KS 16 4/93
Arbor Gate Bridgeport, AL 24 5/93
Timber Ridge Collinsville, AL 24 5/93
Concordia Sr. Concordia, KS 24 5/93
Mountainburg Mountainburg, AR 24 6/93
Lincoln Pierre, SD 25 5/93
Fox Ridge Russellville, AL 24 6/93
Meadow View Bridgeport, NE 16 6/93
Sheridan Auburn, NE 16 6/93
Morningside Kenton, OH 32 6/93
Grand Isle Grand Isle, ME 16 6/93
Meadowview Van Buren, AR 29 8/93
Taylor Taylor, TX 44 9/93
Brookwood Gainesboro, TN 44 9/93
Pleasant Valley Lynchburg, TN 33 9/93
Reelfoot Ridgely, TN 20 9/93
River Rest Newport, TN 34 9/93
Kirskville Kirksville, MO 24 9/93
Cimmaron Arco, ID 24 9/93
Kenton Kenton, OH 46 9/93
Lovingston Lovingston, VA 64 9/93
Pontotoc Pontotoc, MS 36 10/93
So. Brenchley Rexburg, ID 30 10/93
Hustonville Hustonville, KY 16 10/93
Northpoint Jackson, KY 24 10/93
Brooks Field Louisville, GA 32 10/93
Brooks Lane Clayton, GA 36 10/93
Brooks Point Dahlonega, GA 41 10/93
Brooks Run Jasper, GA 24 10/93
Logan Heights Russellville, KY 24 11/93
Lakeshore 2 Tuskegee, AL 36 12/93
Cottondale Cottondale, FL 25 1/94
-----
Total 1,207

An average effective rental per unit is $3,077 per year ($256
per month).

Item 2 - Properties (continued):

SERIES 9

Location # of Date
Partnership of Property Units Acquired

Jay Jay, OK 24 9/93
Boxwood Lexington, TX 24 9/93
Stilwell 3 Stilwell, OK 16 9/93
Arbor Trace Lake Park, GA 24 11/93
Arbor Trace 2 Lake Park, GA 42 11/93
Omega Omega, GA 36 11/93
Cornell 2 Watertown, SD 24 11/93
Elm Creek Pierre, SD 24 11/93
Marionville Marionville, MO 20 11/93
Lamar Lamar, AR 24 12/93
Mt. Glen Heppner, OR 24 12/93
Centreville Centreville, AL 24 12/93
Skyview Troy, AL 36 12/93
Sycamore Coffeyville, KS 40 12/93
Bradford Cumberland, KY 24 12/93
Cedar Lane London, KY 24 12/93
Stanton Stanton, KY 24 12/93
Abernathy Abernathy, TX 24 1/94
Pembroke Pembroke, KY 24 1/94
Meadowview Greenville, AL 24 2/94
Town Branch Mt. Vernon, KY 24 12/93
Fox Run Ragland, AL 24 3/94
Maple Street Emporium, PA 32 3/94
Manchester Manchester, GA 18 5/94
-----
Total 624

An average effective rental per unit is $3,175 per year ($265
per month).

Item 2 - Properties (continued):

SERIES 10

Location # of Date
Partnership of Property Units Acquired

Redstone Challis, ID 24 11/93
Albany Albany, KY 24 1/94
Oak Terrace Bonifay, FL 18 1/94
Wellshill West Liberty, KY 32 1/94
Applegate Florence, AL 36 2/94
Heatherwood Alexander, AL 36 2/94
Peachtree Gaffney, SC 28 3/94
Donna Donna, TX 50 1/94
Wellsville Wellsville, NY 24 2/94
Tecumseh Tecumseh, NE 24 4/94
Clay City Clay City, KY 24 5/94
Irvine West Irvine, KY 24 5/94
New Castle New Castle, KY 24 5/94
Stigler Stigler, OK 20 7/94
Courtyard Huron, SD 21 8/94
-----
Total 409

An average effective rental per unit is $3,278 per year ($273
per month).

Item 2 - Properties (continued):

SERIES 11

Location # of Date
Partnership of Property Units Acquired

Homestead Pinetop, AZ 32 9/94
Mountain Oak Collinsville, AL 24 9/94
Eloy Eloy, AZ 24 11/94
Gila Bend Gila Bend, AZ 36 11/94
Creekstone Dallas, GA 40 12/94
Tifton Tifton, GA 36 12/94
Cass Towne Cartersville, GA 10 12/94
Warsaw Warsaw, VA 56 12/94
Royston Royston, GA 25 12/94
Red Bud Mokane, MO 8 12/94
Cardinal Mountain Home, AR 32 12/94
Parsons Parsons, KS 38 12/94
-----
Total 361

An average effective rental per unit is $3,588 per year ($299
per month).

Item 2 - Properties (continued):

SERIES 7
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------

Nottingham $ 716,377 100%
Cedar Hollow 918,178 96%
Sunrise 2,507,527 96%
Mountain City 1,598,106 100%
Burbank 976,571 100%
Washington 962,213 79%
BrookStone 1,457,196 95%
Tazewell 1,702,313 100%
N. Irvine 1,018,407 92%
Horton 932,540 100%
Manchester 1,473,065 98%
Waynesboro 815,851 100%
Lakeland II 1,009,647 97%
Mt. Vernon 900,526 88%
Meadow Run 1,745,633 92%
Spring Creek II 808,475 96%
Warm Springs 820,758 91%
Blue Ridge 1,334,613 100%
Walnut 994,095 96%
Pioneer 1,321,056 100%
Dilley 889,051 100%
Elsa 1,339,404 98%
Clinch View 1,777,152 98%
Jamestown 1,497,964 100%
Leander 1,113,770 100%
Louisa Sr. 1,504,659 100%
Orchard Commons 479,661 100%
Vardaman 905,694 83%
Heritage Park 1,545,788 100%
BrooksHollow 1,435,132 100%
Cavalry Crossing 1,744,913 100%
Carson City 957,011 100%
Matteson 932,298 96%
Pembroke 623,304 94%
Robynwood 1,011,684 88%
Atoka 835,334 100%
Coalgate 828,505 96%
Hill Creek 956,253 100%
Cardinal 777,266 100%
-----------
$45,167,990



Item 2 - Properties (continued):

SERIES 8
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- ---------- ---------

Purdy $ 560,795 88%
Galena 744,657 92%
Antlers 2 787,859 96%
Holdenville 892,598 100%
Wetumka 812,853 100%
Mariners Cove 1,259,644 94%
Mariners Cove Sr. 984,269 96%
Antlers 1,321,039 86%
Bentonville 758,489 96%
Deerpoint 932,474 88%
Aurora 882,656 100%
Baxter 523,747 100%
Arbor Gate 917,357 88%
Timber Ridge 894,673 75%
Concordia Sr. 826,389 100%
Mountainburg 883,990 100%
Lincoln 1,072,849 96%
Fox Ridge 902,786 96%
Meadow View 717,120 81%
Sheridan 742,346 75%
Morningside 1,183,854 97%
Grand Isle 1,200,210 69%
Meadowview 994,717 100%
Taylor 1,530,768 100%
Brookwood 1,809,271 100%
Pleasant Valley 1,346,228 100%
Reelfoot 814,568 100%
River Rest 1,403,425 100%
Kirskville 831,492 100%
Cimmaron 1,078,559 96%
Kenton 1,761,734 91%
Lovingston 2,720,846 100%
Pontotoc 1,326,113 94%
So. Brenchley 1,548,673 97%
Hustonville 693,139 94%
Northpoint 1,082,599 100%
Brooks Field 1,171,823 100%
Brooks Lane 1,345,861 100%
Brooks Point 1,653,820 100%
Brooks Run 923,814 100%
Logan Heights 951,730 83%
Lakeshore 2 1,414,562 94%
Cottondale 948,319 96%
-----------
$47,154,715



Item 2 - Properties (continued):

SERIES 9
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------

Jay $ 810,597 79%
Boxwood 770,939 100%
Stilwell 3 587,132 88%
Arbor Trace 918,358 100%
Arbor Trace 2 1,806,435 95%
Omega 1,407,304 97%
Cornell 2 1,134,003 96%
Elm Creek 1,155,148 100%
Marionville 695,428 100%
Lamar 904,325 92%
Mt. Glen 1,056,711 92%
Centreville 972,881 100%
Skyview 1,393,679 94%
Sycamore 1,758,312 100%
Bradford 1,055,632 100%
Cedar Lane 995,281 100%
Stanton 1,001,158 100%
Abernathy 781,898 100%
Pembroke 998,687 100%
Meadowview 1,133,592 92%
Town Branch 984,410 100%
Fox Run 966,763 100%
Maple Street 1,697,719 100%
Manchester 735,135 78%
-----------
$25,721,527



Item 2 - Properties (continued):

SERIES 10
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------

Redstone $ 1,094,016 92%
Albany 1,029,662 96%
Oak Terrace 661,663 100%
Wellshill 1,345,844 100%
Applegate 1,833,911 97%
Heatherwood 1,607,378 100%
Peachtree 1,046,466 100%
Donna 1,776,522 100%
Wellsville 1,332,613 100%
Tecumseh 1,059,426 75%
Clay City 1,021,084 96%
Irvine West 1,086,338 92%
New Castle 1,019,050 88%
Stigler 754,056 100%
Courtyard 763,178 100%
-----------
$17,431,207



Item 2 - Properties (continued):

SERIES 11
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------

Homestead $ 1,754,502 100%
Mountain Oak 879,424 67%
Eloy 891,926 96%
Gila Bend 1,274,647 94%
Creekstone 2,008,604 93%
Tifton 1,674,451 94%
Cass Towne 324,320 100%
Warsaw 3,352,880 100%
Royston 932,820 100%
Red Bud 301,117 100%
Cardinal 507,089 100%
Parsons 1,317,171 100%
-----------
$15,218,951



Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 1996,
1995 and 1994 is as follows:
December 31, 1996
SERIES 7 SERIES 8

Land $ 1,615,119 $ 1,978,810
Land Improvements 87,542 411,365
Buildings 42,053,147 43,294,684
Furniture and Fixtures 1,412,182 1,469,856
Construction in Progress 0 0
----------- -----------
Properties, at Cost 45,167,990 47,154,715
Less: Accumulated Depreciation 5,712,059 4,790,218
----------- -----------
Properties, Net $39,455,931 $42,364,497
=========== ===========

December 31, 1995
SERIES 7 SERIES 8

Land $ 1,615,119 $ 1,978,810
Land Improvements 177,159 409,921
Buildings 41,501,608 43,293,853
Furniture and Fixtures 1,412,943 1,435,197
Construction in Progress 330,777 0
----------- -----------
Properties, at Cost 45,037,606 47,117,781
Less: Accumulated Depreciation 4,103,029 3,146,594
----------- -----------
Properties, Net $40,934,577 $43,971,187
=========== ===========

December 31, 1994
SERIES 7 SERIES 8

Land $ 1,694,800 $ 1,978,445
Land Improvements 176,189 394,791
Buildings 40,948,015 37,826,063
Furniture and Fixtures 1,353,319 1,154,960
Construction in Progress 41,500 3,168,850
----------- -----------
Properties, at Cost 44,213,823 44,523,109
Less: Accumulated Depreciation 2,547,947 1,637,354
----------- -----------
Properties, Net $41,665,876 $42,885,755
=========== ===========
Item 2 - Properties (continued):

A summary of the cost of the properties at December 31, 1996,
1995 and 1994 is as follows:

December 31, 1996
SERIES 9 SERIES 10

Land $ 1,099,659 $ 648,625
Land Improvements 174,250 57,572
Buildings 23,548,626 16,312,322
Furniture and Fixtures 898,992 412,688
Construction in Progress 0 0
----------- -----------
Properties, at Cost 25,721,527 17,431,207
Less: Accumulated Depreciation 2,212,706 1,230,341
----------- -----------
Properties, Net $23,508,821 $16,200,866
=========== ===========

December 31, 1995
SERIES 9 SERIES 10

Land $ 1,099,659 $ 648,625
Land Improvements 167,424 56,777
Buildings 23,549,661 16,357,696
Furniture and Fixtures 888,379 343,848
Construction in Progress 0 0
----------- -----------
Properties, at Cost 25,705,123 17,406,946
Less: Accumulated Depreciation 1,301,928 719,972
----------- -----------
Properties, Net $24,403,195 $16,686,974
=========== ===========

December 31, 1994
SERIES 9 SERIES 10

Land $ 1,096,559 $ 648,625
Land Improvements 167,424 0
Buildings 17,796,021 14,993,949
Furniture and Fixtures 596,404 252,458
Construction in Progress 4,635,580 1,195,992
----------- -----------
Properties, at Cost 24,291,988 17,091,024
Less: Accumulated Depreciation 442,224 250,388
----------- -----------
Properties, Net $23,849,764 $16,840,636
=========== ===========

Item 2 - Properties (continued):



A summary of the cost of the properties at December 31, 1996,
1995 and 1994 is as follows:

December 31, 1996
SERIES 11 TOTAL

Land $ 599,470 $ 5,941,683
Land Improvements 0 730,729
Buildings 14,291,880 139,500,659
Furniture and Fixtures 327,601 4,521,319
Construction in Progress 0 0
----------- ------------
Properties, at Cost 15,218,951 150,694,390
Less: Accumulated Depreciation 738,925 14,684,249
----------- ------------
Properties, Net $14,480,026 $136,010,141
=========== ============

December 31, 1995
SERIES 11 TOTAL

Land $ 606,221 $ 5,948,434
Land Improvements 0 811,281
Buildings 13,294,591 137,997,409
Furniture and Fixtures 264,287 4,344,654
Construction in Progress 535,974 866,751
----------- ------------
Properties, at Cost 14,701,073 149,968,529
Less: Accumulated Depreciation 205,821 9,477,344
----------- ------------
Properties, Net $14,495,252 $140,491,185
=========== ============

December 31, 1994
SERIES 11 TOTAL

Land $ 334,225 $ 5,752,654
Land Improvements 0 738,404
Buildings 2,053,535 113,617,583
Furniture and Fixtures 48,000 3,405,141
Construction in Progress 2,191,654 11,233,576
----------- ------------
Properties, at Cost 4,627,414 134,747,358
Less: Accumulated Depreciation 5,455 4,883,368
----------- ------------
Properties, Net $ 4,621,959 $129,863,990
=========== ============

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, 1997, 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, 1997
Limited Partner Interest 2,201
General Partner Interest 2

Item 6. Selected Financial Data

FOR THE YEARS ENDED MARCH 31,:
1997 1996 1995
SERIES 7 ---- ---- ----
(Inception July 16, 1992)

Total Revenues $ 43,466 $ 54,373 $ 64,102
Net Loss (1,026,918) (1,014,650) (1,187,932)
Equity in Losses of
Project Partnerships (936,184) (936,257) (1,118,343)
Total Assets 5,218,302 6,203,282 7,167,131
Investments in Project
Partnerships 4,483,546 5,464,982 6,022,991
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 160.60 153.40 140.20
Portfolio Income (A) 9.80 9.60 8.90
Passive Loss (A) (113.20) (121.90) (131.60)
Net Loss (97.81) (96.63) (113.14)



1994 1993
---- ----
Total Revenues $ 83,225 $ 81,865
Net Loss (837,731) (96,497)
Equity in Losses of
Project Partnerships (783,073) (99,078)
Total Assets 8,485,924 10,887,894
Investments in Project
Partnerships 7,343,297 8,304,593
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 68.50 .00
Portfolio Income (A) 9.90 17.85
Passive Loss (A) (95.50) (34.97)
Net Loss (79.78) (15.23)


FOR THE YEARS ENDED MARCH 31,:
1997 1996 1995
SERIES 8 ---- ---- ----
(Inception January 4, 1993)

Total Revenues $ 48,637 $ 46,431 $ 67,069
Net Loss (1,089,189) (1,201,546) (1,076,492)
Equity in Losses of
Project Partnerships (999,833) (1,110,855) (996,606)
Total Assets 5,451,625 6,480,200 7,853,765
Investments in Project
Partnerships 4,614,122 5,658,160 6,909,627
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 159.20 143.80 104.62
Portfolio Income (A) 8.90 8.00 9.50
Passive Loss (A) (138.30) (131.60) (125.50)
Net Loss (108.37) (119.55) (107.11)


1994 1993
---- ----

Total Revenues $ 142,722 $ 30,707
Net Income (Loss) (244,729) 21,501
Equity in Losses of
Project Partnerships (297,929) (3,411)
Total Assets 9,991,144 8,955,971
Investments in Project
Partnerships 8,229,829 1,873,651
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 21.60 .00
Portfolio Income (A) 17.10 .00
Passive Loss (A) (36.20) .00
Net Income (Loss) (24.35) 13.73


FOR THE YEARS ENDED MARCH 31,:
1997 1996 1995
---- ---- ----
SERIES 9
(Inception September 30, 1993)

Total Revenues $ 25,848 $ 29,092 $ 56,756
Net Loss (557,202) (504,713) (290,577)
Equity in Losses of
Project Partnerships (506,807) (458,221) (271,414)
Total Assets 4,307,579 4,824,662 5,615,793
Investments in Project
Partnerships 3,848,367 4,397,301 4,901,634
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 153.30 143.10 50.40
Portfolio Income (A) 8.10 8.50 12.30
Passive Loss (A) (108.70) (102.70) (61.20)
Net Loss (88.20) (79.90) (46.00)


1994 1993
---- ----

Total Revenues $ 45,037 $ 0
Net Income 13,099 0
Equity in Losses of
Project Partnerships (15,788) 0
Total Assets 6,583,534 0
Investments in Project
Partnerships 4,825,074 0
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) .00 .00
Portfolio Income (A) 4.80 .00
Passive Loss (A) (4.80) .00
Net Income 4.15 .00


FOR THE YEARS ENDED MARCH 31,:
1997 1996 1995
SERIES 10 ---- ---- ----
(Inception January 21, 1994)

Total Revenues $ 24,953 $ 27,591 $ 62,023
Net Loss (214,923) (189,034) (110,564)
Equity in Losses of
Project Partnerships (190,191) (167,857) (121,762)
Total Assets 4,006,856 4,203,400 4,537,644
Investments in Project
Partnerships 3,571,518 3,788,041 3,966,411
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 149.60 139.10 47.40
Portfolio Income (A) 8.88 8.80 18.70
Passive Loss (A) (79.00) (79.80) (39.30)
Net Loss (42.19) (37.11) (21.71)


1994 1993
---- ----

Total Revenues $ 15,622 $ 0
Net Income 10,369 0
Equity in Losses of
Project Partnerships (309) 0
Total Assets 5,754,711 0
Investments in Project
Partnerships 2,868,929 0
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) .00 .00
Portfolio Income (A) .00 .00
Passive Loss (A) .00 .00
Net Income 9.77 .00

FOR THE YEARS ENDED MARCH 31,:
1997 1996 1995
SERIES 11 ---- ---- ----
(Inception April 29, 1994)

Total Revenues $ 30,465 $ 69,130 $ 158,326
Net Income (Loss) (196,029) (108,465) 136,410
Equity in Losses of
Project Partnerships (182,485) (134,308) (9,886)
Total Assets 4,487,039 4,962,767 5,619,288
Investments in Project
Partnerships 4,070,301 4,340,316 3,771,207
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 57.50 32.70 .00
Portfolio Income (A) 11.00 20.70 24.40
Passive Loss (A) (57.50) (37.60) (2.40)
Net Income (Loss) (37.85) (20.94) 26.34


1994 1993
---- ----

Total Revenues $ 0 $ 0
Net Loss 0 0
Equity in Losses of
Project Partnerships 0 0
Total Assets 0 0
Investments in Project
Partnerships 0 0
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) .00 .00
Portfolio Income (A) .00 .00
Passive Loss (A) .00 .00
Net Loss .00 .00

(A) 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. Project Partnership acquisitions and the status
of project operations are shown on the following table:

As of March 31, 1995
Under Recently Fully
Construction Completed Operating Totals
Series 7 - - 38 38
Series 8 5 3 35 43
Series 9 4 1 19 24
Series 10 3 2 10 15
Series 11 7 - 2 9

As of March 31, 1996
Under Recently Fully
Construction Completed Operating Totals
Series 7 - 1 38 39
Series 8 - 1 42 43
Series 9 - - 24 24
Series 10 - - 15 15
Series 11 2 2 8 12

As of March 31, 1997
Under Recently Fully
Construction Completed Operating Totals
Series 7 - - 39 39
Series 8 - - 43 43
Series 9 - - 24 24
Series 10 - - 15 15
Series 11 - - 12 12

As disclosed on the statement of operations for each
Series, except as described below, interest income is
comparable for the years ended March 31, 1997, March 31, 1996
and March 31, 1995. General and Administrative expenses -
General Partner and General and Administrative expenses -
Other for the year ended March 31, 1997 are comparable to
March 31, 1996 and March 31, 1995.

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, 1997, 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 97% at December 31, 1996.

Equity in losses of Project Partnerships decreased from
$1,118,343 for the year ended March 31, 1995 to $936,257 for
the year ended March 31, 1996 partially due to a reduction in
depreciation expense for three Project Partnerships' because
of an adjustment in the calculation method. Equity in losses
of Project Partnerships for the year ended March 31, 1997 of
$936,184 was comparable to the year ended March 31, 1996. 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 $1,625,748, $1,553,899 and
$1,647,762 for the periods ended December 31, 1996, 1995 and
1994, 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. Overall management believes
the Project Partnerships are operating as expected and are
generating tax credits which meet projections. However, one
Project Partnership experienced significant operating problems
worth noting.

A Project Partnership located in Bloomfifeld, Nebraska
experienced significant cash shortages from operations for the
years ending December 31, 1995 and December 31, 1996. In 1995
the average occupancy rate was 62% and in 1996 the average
occupancy rate was 76%. An occupancy rate of 90% is required
to breakeven. This occupancy problem was principally due to
a wage increase at a large local employer which pushed
potential tenant incomes above the compliance levels
established for tax credits. The management company continues
to make a significant effort to improve occupancy and the
local general partners loaned $60,000 to the Project
Partnership to cover the shortages, in accordance with their
guarantees. Management does not expect any material adverse
effect to Gateway from this Project Partnership.

At March 31, 1997, the Series had $267,980 of short-term
investments (Cash and Cash Equivalents). It also had $466,776
in Zero Coupon Treasuries with annual maturities providing
$47,000 in fiscal year 1998 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 $1,026,918 for the year ending March 31, 1997.
However, after adjusting for Equity in Losses of Project
Partnerships of $936,184 and the changes in operating assets
and liabilities, net cash used in operating activities was
$50,721 of which $40,146 was the Asset Management Fee actually
paid. Cash provided by investing activities totaled $58,919
consisting of $27,181 in cash distributions from the Project
Partnerships and $35,342 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, 1997, 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, 1996.

Equity in losses of Project Partnerships increased from
$996,606 for the year ended March 31, 1995 to $1,110,855 for
the year ended March 31, 1996. This increase was due to
properties moving from the construction and rent-up phases to
becoming fully operational (7 from 1995 to 1996). Equity in
losses of Project Partnerships for the year ended March 31,
1997 of $999,833 was comparable to the year ended march 31,
1996. (These Project Partnerships reported depreciation and
amortization of $1,652,936, $1,521,763 and $1,269,512 for the
periods ended December 31, 1996, 1995 and 1994, respectively.)
Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which
meet projections.

At March 31, 1997, the Series had $396,038 of short-term
investments (Cash and Cash Equivalents). It also had $441,012
in Zero Coupon Treasuries with annual maturities providing
$42,000 in fiscal year 1998 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 $1,089,189 for the year ending March 31, 1997.
However, after adjusting for Equity in Losses of Project
Partnerships of $999,833 and the changes in operating assets
and liabilities, net cash used in operating activities was
$36,238 of which $26,810 was the Asset Management Fee actually
paid. Cash provided by investing activities totaled $137,255
consisting of $29,050 received in cash distributions from the
Project Partnerships, $32,178 from matured Zero Coupon
Treasuries and a collection of the receivable from Project
Partnerships of $75,574. 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, 1997, 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 96% at December 31, 1996.

Equity in losses of Project Partnerships increased from
$271,414 for the year ended March 31, 1995 to $458,221 for the
year ended March 31, 1996 to $506,807 for the year ended March
31, 1997. These increases were due to properties moving from
the construction phase and rent-up phases to fully operating
phases. (These Project Partnerships reported depreciation and
amortization of $913,666, $863,953, and $418,865 for the years
ended December 31, 1996, 1995 and 1994, respectively.)
Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which
meet projections.

At March 31, 1997, the Series had $161,813 of short-term
investments (Cash and Cash Equivalents). It also had $297,399
in Zero Coupon Treasuries with annual maturities providing
$28,000 in fiscal year 1998 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
net loss of $557,202 for the period ending March 31, 1997.
After adjusting for Equity in Losses of Project Partnerships
of $506,807 and the changes in operating assets and
liabilities, net cash used in operating activities was $17,325
of which $8,709 was the Asset Management Fee actually paid.
Cash provided by investing activities totaled $66,886
consisting of $16,934 received in cash distributions from the
Project Partnerships and $23,331 from matured Zero Coupon
Treasuries, collection of $8,545 receivables from Project
Partnerships and $18,076 from the reductions in amounts
invested in two 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.

Series 10 - Gateway closed this Series on January 21, 1994
after receiving $5,043,000 from 325 Limited Partner investors.
As of March 31, 1997, 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 96% at December 31, 1996.

Equity in losses of Project Partnerships increased from
$121,762 for the year ended March 31, 1995 to $167,857 for the
year ended March 31, 1996 to $190,191 for the year ended March
31, 1997 as properties were acquired and placed in service.
(These Project Partnerships reported depreciation and
amortization of $516,816, $475,696 and $248,379 for the years
ended December 31, 1996, 1995, and 1994 respectively.)
Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which
meet projections.

At March 31, 1997, the Series had $199,743 of short-term
investments (Cash and Cash Equivalents). It also had $235,595
in Zero Coupon Treasuries with annual maturities providing
$22,000 in fiscal year 1998 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 $214,923 for the year ending March 31, 1997.
After adjusting for Equity in Losses of Project Partnerships
of $190,191 and the changes in operating assets and
liabilities, net cash used in operating activities was $13,512
of which $12,141 was the Asset Management Fee actually paid.
Cash provided by investing activities totaled $50,679
consisting of $20,494 received in cash distributions from the
Project Partnerships, $17,126 from matured Zero Coupon
Treasuries and the collection of the Receivable from Project
Partnerships of $13,059. 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, 1997 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
96% at December 31, 1996.

Equity in losses of Project Partnerships increased from
$9,886 for the period ended March 31, 1995 to $134,308 for the
year ended March 31, 1996 to $182,485 for the year ended March
31, 1997 due to the number of properties moving from the
construction and rent-up phases to fully operational. (These
Project Partnerships reported depreciation and amortization of
$537,223, $198,591 and $5,747 for the periods ended December
31, 1996, 1995 and 1994.) Overall management believes the
Project Partnerships are operating as expected and are
generating tax credits which meet projections.

At March 31, 1997, the Series had $169,385 of short-term
investments (Cash and Cash Equivalents). It also had $247,353
in Zero Coupon Treasuries with annual maturities providing
$21,000 in fiscal year 1998 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 operations interest income
decreased from $158,326 for the eleven months ended March 31,
1995 to $69,130 for the year ended March 31, 1996 to $30,465
for the year ended March 31, 1997 due to the lowering of the
average cash balance available for investment. General and
Administrative expenses - General Partner and General and
Administrative - Other were comparable for the years ended
March 31, 1997 and 1996, however these expenses increased from
the period ended March 31, 1995 as that period consisted of
only eleven months and only two Project Partnerships were
fully operating.

As disclosed on the statement of cash flows, the Series had
net loss of $196,029 for the year ending March 31, 1997.
After adjusting for Equity in Losses of Project Partnerships
of $182,485 and the changes in operating assets and
liabilities, net cash used in operating activities was $21,298
of which $20,342 was the Asset Management Fee actually paid.
Cash used in investing activities totaled $174,344 and was
primarily used for the purchase of Investments in Project
Partnerships while $16,951 was received from matured Zero
Coupon Treasures and $5,095 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






INDEPENDENT AUDITOR'S REPORT





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, 1997 and 1996 and the related statements of
operations, partners' equity, and cash flows of each of the
five Series for each of the periods presented. 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 underlying
Project Partnerships owned by Gateway Tax Credit Fund III Ltd.
for each of the periods presented, the investments in which
are recorded using the equity method of accounting. The
investments in these partnerships represent the following
percentages of the Partnership's assets and the total
investment in Project Partnerships as of March 31, 1997 and
1996 and the equity in their losses for each of the periods
indicated:

Investments Assets
March 31, March 31,

1997 1996 1997 1996


Series 7 67% 56% 58% 49%
Series 8 60% 59% 51% 52%
Series 9 47% 45% 42% 41%
Series 10 61% 59% 54% 53%
Series 11 85% 29% 77% 25%


Partnership Loss
Year Ended March 31,

1997 1996 1995


Series 7 63% 54% 60%
Series 8 53% 59% 51%
Series 9 24% 20% 10%
Series 10 20% 28% 15%
Series 11 93% 70% 0%



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 generally
accepted auditing standards. 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, 1997 and
1996, and the results of their operations and their cash flows
for each of the periods presented, in conformity with
generally accepted accounting principles.

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 state 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 20, 1997


PART I - Financial Information
Item 1. Financial Statements
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)

BALANCE SHEETS
MARCH 31, 1997 AND 1996

1997 1996
----------- -----------
SERIES 7
ASSETS
Current Assets:
Cash and Cash Equivalents $ 267,980 $ 259,782
Investments in Securities 44,933 42,189
Receivable from Project Partnerships 0 0
----------- -----------
Total Current Assets 312,913 301,971

Investments in Securities 421,843 436,329
Investments in Project
Partnerships, Net 4,483,546 5,464,982
----------- -----------
Total Assets $5,218,302 $6,203,282
=========== ===========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 54,499 $ 53,005
Payable to Project Partnerships 0 0
----------- -----------
54,499 53,005

Long-Term Liabilities:
Payable to General Partners 179,733 139,289

Partners' Equity:
Limited Partners (10,395 units for
Series 7, 9,980 for Series 8,
6,254 for Series 9, 5,043 for
Series 10 and 5,127 for Series 11
at March 31, 1997 and 1996) 5,025,507 6,042,156
General Partners (41,437) (31,168)
----------- -----------
Total Partners' Equity 4,984,070 6,010,988
----------- -----------
Total Liabilities and
Partners' Equity $5,218,302 $6,203,282
=========== ===========
See accompanying notes to financial statements.

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

BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
SERIES 8
ASSETS
Current Assets:
Cash and Cash Equivalents $ 396,038 $ 295,021
Investments in Securities 40,189 37,407
Receivable from Project Partnerships 453 76,027
----------- -----------
Total Current Assets 436,680 408,455

Investments in Securities 400,823 413,585
Investments in Project
Partnerships, Net 4,614,122 5,658,160
----------- -----------
Total Assets $5,451,625 $6,480,200
=========== ===========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 42,185 $ 43,617
Payable to Project Partnerships 0 0
----------- -----------
42,185 43,617
Long-Term Liabilities:
Payable to General Partners 217,295 155,249

Partners' Equity:
Limited Partners (10,395 units for
Series 7, 9,980 for Series 8,
6,254 for Series 9, 5,043 for
Series 10 and 5,127 for Series 11
at March 31, 1997 and 1996) 5,227,849 6,306,146
General Partners (35,704) (24,812)
----------- -----------
Total Partners' Equity 5,192,145 6,281,334
----------- -----------
Total Liabilities and
Partners' Equity $5,451,625 $6,480,200
=========== ===========
See accompanying notes to financial statements.


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

BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
SERIES 9
ASSETS
Current Assets:
Cash and Cash Equivalents $ 161,813 $ 112,252
Investments in Securities 26,879 25,978
Receivable from Project Partnerships 0 8,545
----------- -----------
Total Current Assets 188,692 146,775

Investments in Securities 270,520 280,586
Investments in Project
Partnerships, Net 3,848,367 4,397,301
----------- -----------
Total Assets $4,307,579 $4,824,662
=========== ===========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 24,250 $ 25,016
Payable to Project Partnerships 0 0
----------- -----------
24,250 25,016

Long-Term Liabilities:
Payable to General Partners 119,002 78,117

Partners' Equity:
Limited Partners (10,395 units for
Series 7, 9,980 for Series 8,
6,254 for Series 9, 5,043 for
Series 10 and 5,127 for Series 11
at March 31, 1997 and 1996) 4,177,521 4,729,151
General Partners (13,194) (7,622)
----------- -----------
Total Partners' Equity 4,164,327 4,721,529
----------- -----------
Total Liabilities and
Partners' Equity $4,307,579 $4,824,662
=========== ===========
See accompanying notes to financial statements.

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

BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
SERIES 10
ASSETS
Current Assets:
Cash and Cash Equivalents $ 199,743 $ 162,576
Investments in Securities 20,995 19,125
Receivable from Project Partnerships 0 13,059
----------- ----------
Total Current Assets 220,738 194,760

Investments in Securities 214,600 220,599
Investments in Project
Partnerships, Net 3,571,518 3,788,041
----------- -----------
Total Assets $4,006,856 $4,203,400
=========== ===========

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 28,072 $ 28,549
Payable to Project Partnerships 7,712 7,713
----------- -----------
35,784 36,262

Long-Term Liabilities:
Payable to General Partners 37,184 18,327

Partners' Equity:
Limited Partners (10,395 units for
Series 7, 9,980 for Series 8,
6,254 for Series 9, 5,043 for
Series 10 and 5,127 for Series 11
at March 31, 1997 and 1996) 3,938,729 4,151,503
General Partners (4,841) (2,692)
----------- -----------
Total Partners' Equity 3,933,888 4,148,811
----------- -----------
Total Liabilities and
Partners' Equity $4,006,856 $4,203,400
=========== ===========
See accompanying notes to financial statements.


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

BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
SERIES 11
ASSETS
Current Assets:
Cash and Cash Equivalents $ 169,385 $ 365,027
Investments in Securities 19,915 18,995
Receivable from Project Partnerships 0 8,250
----------- -----------
Total Current Assets 189,300 392,272

Investments in Securities 227,438 230,179
Investments in Project
Partnerships, Net 4,070,301 4,340,316
----------- -----------
Total Assets $4,487,039 $4,962,767
=========== ===========


LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 27,882 $ 32,148
Payable to Project Partnerships 0 279,887
----------- -----------
27,882 312,035

Long-Term Liabilities:
Payable to General Partners 8,161 3,707

Partners' Equity:
Limited Partners (10,395 units for
Series 7, 9,980 for Series 8,
6,254 for Series 9, 5,043 for
Series 10 and 5,127 for Series 11
at March 31, 1997 and 1996) 4,452,477 4,646,546
General Partners (1,481) 479
----------- -----------
Total Partners' Equity 4,450,996 4,647,025
----------- -----------
Total Liabilities and
Partners' Equity $4,487,039 $4,962,767
=========== ===========
See accompanying notes to financial statements.


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

BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
TOTAL SERIES 7 - 11
ASSETS
Current Assets:
Cash and Cash Equivalents $ 1,194,959 $ 1,194,658
Investments in Securities 152,911 143,694
Receivable from Project Partnerships 453 105,881
------------ ------------
Total Current Assets 1,348,323 1,444,233

Investments in Securities 1,535,224 1,581,278
Investments in Project
Partnerships, Net 20,587,854 23,648,800
------------ ------------
Total Assets $23,471,401 $26,674,311
============ ============

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 176,888 $ 182,335
Payable to Project Partnerships 7,712 287,600
------------ ------------
184,600 469,935

Long-Term Liabilities:
Payable to General Partners 561,375 394,689

Partners' Equity:
Limited Partners (10,395 units for
Series 7, 9,980 for Series 8,
6,254 for Series 9, 5,043 for
Series 10 and 5,127 for Series 11
at March 31, 1997 and 1996) 22,822,083 25,875,502
General Partners (96,657) (65,815)
------------ ------------
Total Partners' Equity 22,725,426 25,809,687
------------ ------------
Total Liabilities and
Partners' Equity $23,471,401 $26,674,311
============ ============
See accompanying notes to financial statements.


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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,


1997 1996 1995
SERIES 7 ----------- ---------- -----------
Revenue:
Interest Income $ 43,466 $ 54,373 $ 64,102
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 80,591 79,980 77,926
General and Administrative-
General Partner 12,039 11,913 14,417
General and Administrative-
Other 19,895 18,825 19,316
Amortization 21,675 22,048 22,032
------------ ------------ -----------
Total Expenses 134,200 132,766 133,691
------------ ------------ -----------
Loss Before Equity in Losses of
Project Partnerships (90,734) (78,393) (69,589)
Equity in Losses of Project
Partnerships (936,184) (936,257) (1,118,343)
------------ ------------ ------------
Net Loss $(1,026,918) $(1,014,650) $(1,187,932)
============ ============ ============
Allocation of Net Loss:
Limited Partners $(1,016,649) $(1,004,503) $(1,176,053)
General Partners (10,269) (10,147) (11,879)
------------ ------------ ------------
$(1,026,918) $(1,014,650) $(1,187,932)
============ ============ ============
Net Loss Per Number of
Limited Partnership Units $ (97.80) $ (96.63) $ (113.14)

Number of Limited Partnership
Units Outstanding 10,395 10,395 10,395


See accompanying notes to financial statements.


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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,


1997 1996 1995
SERIES 8 ----------- ---------- -----------
Revenues:
Interest Income $ 48,637 $ 46,431 $ 67,069
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 88,857 88,183 88,179
General and Administrative-
General Partner 13,275 13,312 16,301
General and Administrative-
Other 21,160 20,633 22,284
Amortization 14,701 14,994 20,191
------------ ------------ -----------
Total Expenses 137,993 137,122 146,955
------------ ------------ ------------
Loss Before Equity in Losses of
Project Partnerships (89,356) (90,691) (79,886)
Equity in Losses of Project
Partnerships (999,833) (1,110,855) (996,606)
------------ ------------ ------------
Net Loss $(1,089,189) $(1,201,546) $(1,076,492)
============ ============ ============
Allocation of Net Loss:
Limited Partners $(1,078,297) $(1,189,531) $(1,065,727)
General Partners (10,892) (12,015) (10,765)
------------ ------------ ------------
$(1,089,189) $(1,201,546) $(1,076,492)
============ ============ ============
Net Loss Per Number of
Limited Partnership Units $ (108.37) $ (119.55) $ (107.11)

Number of Limited Partnership
Units Outstanding 9,950 9,950 9,950


See accompanying notes to financial statements.


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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,


1997 1996 1995
SERIES 9 ----------- ---------- -----------
Revenues:
Interest Income $ 25,848 $ 29,092 $ 56,756
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 49,594 49,218 48,802
General and Administrative-
General Partner 7,410 7,430 8,762
General and Administrative-
Other 12,122 11,819 13,118
Amortization 7,117 7,117 5,237
------------ ------------ -----------
Total Expenses 76,243 75,584 75,919
------------ ------------ ------------
Loss Before Equity in Losses of
Project Partnerships (50,395) (46,492) (19,163)
Equity in Losses of Project
Partnerships (506,807) (458,221) (271,414)
------------ ------------ ------------
Net Loss $ (557,202) $ (504,713) $ (290,577)
============ ============ ============
Allocation of Net Loss:
Limited Partners $ (551,630) $ (499,666) $ (287,671)
General Partners (5,572) (5,047) (2,906)
------------ ------------ ------------
$ (557,202) $ (504,713) $ (290,577)
============ ============ ============
Net Loss Per Number of
Limited Partnership Units $ (88.20) $ (79.90) $ (46.00)

Number of Limited Partnership
Units Outstanding 6,254 6,254 6,254


See accompanying notes to financial statements.


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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,


1997 1996 1995
SERIES 10 ----------- ---------- ----------
Revenues:
Interest Income $ 24,953 $ 27,591 $ 62,023
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 30,997 30,761 30,760
General and Administrative-
General Partner 4,630 4,641 4,804
General and Administrative-
Other 8,221 7,529 8,481
Amortization 5,837 5,837 6,780
------------ ------------ -----------
Total Expenses 49,685 48,768 50,825
------------ ------------ ------------
Loss Before Equity in Losses of
Project Partnerships (24,732) (21,177) 11,198
Equity in Losses of Project
Partnerships (190,191) (167,857) (121,762)
------------ ------------ ------------
Net Loss $ (214,923) $ (189,034) $ (110,564)
============ ============ ============
Allocation of Net Loss:
Limited Partners $ (212,774) $ (187,144) $ (109,458)
General Partners (2,149) (1,890) (1,106)
------------ ------------ ------------
$ (214,923) $ (189,034) $ (110,564)
============ ============ ============
Net Loss Per Number of
Limited Partnership Units $ (42.19) $ (37.11) $ (21.71)

Number of Limited Partnership
Units Outstanding 5,043 5,043 5,043


See accompanying notes to financial statements.


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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,

1997 1996 1995
SERIES 11 ----------- ---------- -----------
(Eleven
Months)
Revenues:
Interest Income $ 30,465 $ 69,130 $ 158,326
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 24,797 24,609 5,805
General and Administrative-
General Partner 3,702 3,654 1,084
General and Administrative-
Other 8,322 7,475 3,576
Amortization 7,188 7,549 1,565
------------ ------------ -----------
Total Expenses 44,009 43,287 12,030
------------ ------------ ------------
Income (Loss) Before Equity in Losses of
Project Partnerships (13,544) 25,843 146,296
Equity in Losses of Project
Partnerships (182,485) (134,308) (9,886)
------------ ------------ ------------
Net Income (Loss) $ (196,029) $ (108,465) $ 136,410
============ ============ ============
Allocation of Net Income (Loss):
Limited Partners $ (194,069) $ (107,380) $ 135,046
General Partners (1,960) (1,085) 1,364
------------ ------------ ------------
$ (196,029) $ (108,465) $ 136,410
============ ============ ============
Net Income (Loss) Per Number of
Limited Partnership Units $ (37.85) $ (20.94) $ 26.34

Number of Limited Partnership
Units Outstanding 5,127 5,127 5,127


See accompanying notes to financial statements.

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

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,


1997 1996 1995
TOTAL SERIES 7-11 ----------- ---------- -----------
Revenues:
Interest Income $ 173,369 $ 226,617 $ 408,276
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 274,836 272,751 251,472
General and Administrative-
General Partner 41,056 40,950 45,368
General and Administrative-
Other 69,720 66,281 66,775
Amortization 56,518 57,545 55,805
------------ ------------ -----------
Total Expenses 442,130 437,527 419,420
------------ ------------ ------------
Loss Before Equity in Losses of
Project Partnerships (268,761) (210,910) (11,144)
Equity in Losses of Project
Partnerships (2,815,500) (2,807,498) (2,518,011)
------------ ------------ ------------
Net Loss $(3,084,261) $(3,018,408) $(2,529,155)
============ ============ ============
Allocation of Net Loss:
Limited Partners $(3,053,419) $(2,988,224) $(2,503,863)
General Partners (30,842) (30,184) (25,292)
------------ ------------ ------------
$(3,084,261) $(3,018,408) $(2,529,155)
============ ============ ============

See accompanying notes to financial statements.


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

STATEMENTS OF PARTNERS' EQUITY

FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:


Limited General
Partners Partners Total
SERIES 7 ----------- ----------- -----------
(Inception July 16, 1992)

Balance at
March 31, 1994 $ 8,222,712 $ (9,092) $ 8,213,620

Capital Contributions 0 (50) (50)

Offering and
Commission Costs 0 0 0

Net Loss (1,176,053) (11,879) (1,187,932)
------------ ---------- ------------
Balance at
March 31, 1995 7,046,659 (21,021) 7,025,638

Distributions 0 0 0

Net Loss (1,004,503) (10,147) (1,014,650)
------------ ---------- ------------
Balance at
March 31, 1996 6,042,156 (31,168) 6,010,988

Net Loss (1,016,649) (10,269) (1,026,918)
------------ ---------- ------------
Balance at
March 31, 1997 $ 5,025,507 $ (41,437) $ 4,984,070
============ ========== ============




See accompanying notes to financial statements.






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

STATEMENTS OF PARTNERS' EQUITY

FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:


Limited General
Partners Partners Total
SERIES 8 ----------- ----------- -----------
(Inception January 4, 1993)

Balance at
March 31, 1994 $ 8,561,404 $ (1,982) $ 8,559,422

Capital Contributions 0 (50) (50)

Offering and
Commission Costs 0 0 0

Net Loss (1,065,727) (10,765) (1,076,492)
------------ ---------- ------------
Balance at
March 31, 1995 7,495,677 (12,797) 7,482,880

Distributions 0 0 0

Net Loss (1,189,531) (12,015) (1,201,546)
------------ ---------- ------------
Balance at
March 31, 1996 6,306,146 (24,812) 6,281,334

Net Loss (1,078,297) (10,892) (1,089,189)
------------ ---------- ------------
Balance at
March 31, 1997 $ 5,227,849 $ (35,704) $ 5,192,145
============ ========== ============




See accompanying notes to financial statements.


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

STATEMENTS OF PARTNERS' EQUITY

FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:


Limited General
Partners Partners Total
SERIES 9 ----------- ----------- -----------
(Inception September 30, 1993)

Balance at
March 31, 1994 $ 5,516,488 $ 381 $ 5,516,869

Capital Contributions 0 (50) (50)

Offering and
Commission Costs 0 0 0

Net Loss (287,671) (2,906) (290,577)
------------ ---------- ------------
Balance at
March 31, 1995 5,228,817 (2,575) 5,226,242

Distributions 0 0 0

Net Loss (499,666) (5,047) (504,713)
------------ ---------- ------------
Balance at
March 31, 1996 4,729,151 (7,622) 4,721,529

Net Loss (551,630) (5,572) (557,202)
------------ ---------- ------------
Balance at
March 31, 1997 $ 4,177,521 $ (13,194) $ 4,164,327
============ ========== ============




See accompanying notes to financial statements.


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

STATEMENTS OF PARTNERS' EQUITY

FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:


Limited General
Partners Partners Total
SERIES 10 ----------- ----------- -----------
(Inception January 21, 1994)

Balance at
March 31, 1994 $ 4,448,105 $ 354 $ 4,448,459

Capital Contributions 0 (50) (50)

Offering and
Commission Costs 0 0 0

Net Loss (109,458) (1,106) (110,564)
------------ ---------- ------------
Balance at
March 31, 1995 4,338,647 (802) 4,337,845

Distributions 0 0 0

Net Loss (187,144) (1,890) (189,034)
------------ ---------- ------------
Balance at
March 31, 1996 4,151,503 (2,692) 4,148,811

Net Loss (212,774) (2,149) (214,923)
------------ ---------- ------------
Balance at
March 31, 1997 $ 3,938,729 $ (4,841) $ 3,933,888
============ ========== ============




See accompanying notes to financial statements.


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

STATEMENTS OF PARTNERS' EQUITY

FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:


Limited General
Partners Partners Total
SERIES 11 ----------- ----------- -----------
(Inception April 29, 1994)

Balance at
March 31, 1994 $ 0 $ 0 $ 0

Capital Contributions 5,127,000 200 5,127,200

Offering and
Commission Costs (461,430) 0 (461,430)

Net Income 135,046 1,364 136,410
------------ ---------- ------------
Balance at
March 31, 1995 4,800,616 1,564 4,802,180

Distributions (46,690) 0 (46,690)

Net Loss (107,380) (1,085) (108,465)
------------ ---------- ------------
Balance at-
March 31, 1996 4,646,546 479 4,647,025

Net Loss (194,069) (1,960) (196,029)
------------ ---------- ------------
Balance at
March 31, 1997 $ 4,452,477 $ (1,481) $ 4,450,996
============ ========== ============






See accompanying notes to financial statements.

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

STATEMENTS OF PARTNERS' EQUITY

FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:


Limited General
Partners Partners Total
TOTAL SERIES 7-11 ----------- ----------- -----------

Balance at
March 31, 1994 $26,748,709 $ (10,339) $26,738,370

Capital Contributions 5,127,000 0 5,127,000

Offering and
Commission Costs (461,430) 0 (461,430)

Net Loss (2,503,863) (25,292) (2,529,155)
------------ ---------- ------------
Balance at
March 31, 1995 28,910,416 (35,631) 28,874,785

Distributions (46,690) 0 (46,690)

Net Loss (2,988,224) (30,184) (3,018,408)
------------ ---------- ------------
Balance at
March 31, 1996 25,875,502 (65,815) 25,809,687

Net Loss (3,053,419) (30,842) (3,084,261)
------------ ---------- ------------
Balance at
March 31, 1997 $22,822,083 $ (96,657) $22,725,426
============ ========== ============




See accompanying notes to financial statements.



GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:

1997 1996 1995
SERIES 7 ----------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $(1,026,918) $(1,014,650) $(1,187,932)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization 21,675 22,048 22,032
Accreted Interest Income
on Investments in
Securities (32,259) (32,064) (31,630)
Equity in Losses of
Project Partnerships 936,184 936,257 1,118,343
Interest Income from Redemption
of Securities 8,658 5,751 3,317
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 41,939 50,803 44,802
------------ ------------ ---------
Net Cash Provided by
(Used in) Operating
Activities (50,721) (31,855) (31,068)
------------ ------------ ---------
Cash Flows from Investing Activities:
Investments in Project
Partnerships (3,332) (421,183) 167,821
(Increase) Decrease in
Receivable from
Project Partnerships 0 0 51,367
Acquisition Fees and
Expenses (272) (2,142) 0
Distributions Received from
Project Partnerships 27,181 23,027 12,112
Redemption of Investment
in Securities 35,342 35,249 34,683
Purchase of Investments
in Securities 0 0 0
(Increase) Decrease in Payable to:
General Partners -
Acquisition Fees 0 0 0
Project Partnerships -
Capital Contributions 0 0 (174,865)
------------ ------------ ---------
Net Cash Provided by
(Used in) Investing
Activities 58,919 (365,049) 91,118
------------ ------------ ---------

Cash Flows from Financing Activities:
(Increase) Decrease in
Receivable from Other
Series 0 0 0
Increase (Decrease) in
Payable to Other
Series 0 0 (750)
Capital Contributions 0 0 (50)
Distributions 0 0 0
Offering and
Commission Costs 0 0 0
------------ ------------ -----------
Net Cash Provided by
(Used in) Financing
Activities 0 0 (800)
------------ ------------ ---------

Increase (Decrease) in Cash and
Cash Equivalents 8,198 (396,904) 59,250
Cash and Cash Equivalents at
Beginning of Year 259,782 656,686 597,436
------------ ------------ ---------
Cash and Cash Equivalents at
End of Year $ 267,980 $ 259,782 $ 656,686
============ ============ =========

See accompanying notes to financial statements.