PRINCOR LIMITED TERM BOND FUND INC
24F-2NT, 1996-12-12
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                                             
                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2
                                                                          
1    Name and  Address of Issuer:  
     Princor  Limited  Term Bond  Fund,  Inc.  
     The Principal Financial Group 
     Des Moines, IA 50392-0200
                                                                         
2    Name of each series or class of funds for which this notice is filed:
        
        Class A, Class B and Class R shares                              
                                                                         
3    Investment Company Act File Number:                               811-07453
     Securities Act File Number:                                        33-65031
                                                                             
4    Last day of fiscal year for which this notice if filed:
                                                              
                October 31, 1996                                        
                                                                        
5    Check box if this  notice is being filed more than 180 days after the close
     of the issuer's fiscal year for purposes of reporting securities sold after
     the close of the fiscal year but before  termination  of the issuer's 24f-2
     declaration:
                                                              
                N/A                                                           
                                                                              
6    Date of  termination of issuer's  declaration  under rule  24f-2(a)(1),  if
     applicable (See instruction A.6):
                                                                      
                N/A                                                          
                                                                             
7    Number and amount of  securities of the same class or series which had been
     registered  under the  Securities  Act of 1933 other than  pursuant to rule
     24f-2 in a prior fiscal year, but which remained unsold at the beginning of
     the fiscal year:
                                                             
                None                                                  
                                                                      
8    Number and amount of  securities  registered  during the fiscal  year other
     than pursuant to 24f-2:
                                                            
                None                                                   
                                                                       
9    Number and aggregate sale price of securities sold during the fiscal year:
                                                               
                        1,825,338       Common Stock    $18,064,134            
                                                                              
10   Number and aggregate  sale price of securities  sold during the fiscal year
     in reliance upon registration pursuant to rule 24f-2:
                                                              
                        1,825,338       Common Stock    $18,064,134          
                                                                             
11   Number and aggregate sale price of securities issued during the fiscal year
     in  connection  with  dividend   reinvestment  plans,  if  applicable  (see
     Instruction B.7):
                                                                     
                Included in response  to Item 9.          
                                                                             
12   Calculation of registration fee:
                                                                       
     (i)  Aggregate  sale price of  securities  sold  during the fiscal  year in
          reliance on rule 24f-2 (from Item 10):                     $18,064,134
                                                                            
     (ii) Aggregate   price  of  shares  issued  in  connection   with  dividend
          reinvestment plans (from Item 11, if applicable):                  + 0
                                                                             
     (iii)Aggregate  price of shares  redeemed or repurchased  during the fiscal
          year (if applicable):                                          605,587
                                                                            
     (iv) Aggregate  price of shares  redeemed  or  repurchased  and  previously
          applied as a  reduction  to filling  fees  pursuant  to rule 24e-2 (if
          applicable):                                                         0
                                                                          
     (v)  Net aggregate  price of  securities  sold and issued during the fiscal
          year in reliance on rule 24f-2  {line (i),  plus line (ii),  less line
          (iii), plus line (iv)} (if applicable):                     17,458,547
                                                                    
     (vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
          other applicable law or regulation:                           1 / 3300
                                                                            
     (vii) Fee Due:                                                    $5,290.47
                                                                            
13 Check box if fees are being remitted to the Commission's lockbox as described
in section 3a of the Commission's Rules of Informal and Other Procedures (17 CFR
202.3a)

            X
                                                                     
Date of mailing or wire  transfer  of filing  fees to the  Commission's  lockbox
depository:

           12/12/96
                                                              
                                                              
                                    Signature
                                                              
This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated:
                                                     
                                                     
                                                     
Princor Limited Term Bond Fund, Inc.                                    
                                                     
                                                     
                                                     
By      A.S. Filean
        ------------------------------------------                             
      A.S. Filean, Vice President and Secretary
                                       
Attest:                                              
                                                     
By      E.H. Gillum
        ------------------------------------------                       
        E.H. Gillum                                          
        Assistant Secretary                                          
                                   
<PAGE>
December 11, 1996
                                                   
                                                     
                                                     
                                                     
                                                     
Securities and Exchange Commission                              
450 Fifth Street, NW                                         
Washington, D.C.  20549                                      
                                                     
                                                     
Re      Princor Limited Term Bond Fund, Inc.                    
                                                     
                                                                           
In my capacity as Counsel of Princor  Limited Term Bond Fund, Inc. ("the Fund"),
I have  supervised  the  preparation of the Rule 24f-2 Notice for the Fund under
the  Investment  Company  Act of 1940  and have  reviewed  the  legality  of the
securities which are to be registered thereunder. Based upon examination of such
corporate records and matters of fact and law as deemed  necessary,  I am of the
opinion that such securities were legally issued, fully paid and non-assessable.
                                                                              
I consent to the filing of this  opinion as an exhibit to the Rule 24f-2  Notice
for the Fund under the Investment Company Act of 1940.                   
                        
Sincerely               
                        
Michael D. Roughton
                        
                        
Michael D. Roughton     
Counsel                 
                        
MDR/sl                  


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