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:
Delaware Group Limited-Term Government Funds, Inc.
2005 Market Street
Philadelphia, PA 19103
2. Name of each series or class of funds for which this notice
is filed:
U.S. Government Money Fund A Class
U.S. Government Money Fund Consultant Class
Limited-Term Government Fund A Class
Limited-Term Government Fund B Class
Limited-Term Government Fund C Class
Limited-Term Government Fund Institutional Class
3. Investment Company Act File Number: 811-3363
Securities Act File Number: 2-75526
4. Last day of fiscal year for which this notice is filed:
12/31/95
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: [ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable: N/A
7. Number and amount 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: $0.00
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: $0.00
9. Number and aggregate sale price of securities sold during
the fiscal year: 101,591,774
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: 101,591,774
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $41,147,408
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):
$ 101,591,774
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 41,147,408
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 266,177,202
--------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing
fees pursuant to rule 24e-2(if applicable):
+ N/A
--------------
(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): N/A
--------------
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation:
x 1/29 of 1%
--------------
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $
==============
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: N/A
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By: /S/ROSEMARY E. MILNER Date: 02/27/96
------------------------ --------
Rosemary E. Milner
Vice President
------------------------
STRADLEY RONON STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8074
February 26, 1996
Delaware Group Limited-Term Government Funds, Inc.
One Commerce Square
Philadelphia, PA 19103
Gentlemen:
You have informed us that, in accordance with Rule 24f-2
(the "Rule") under the Investment Company Act of 1940, as amended
(the "1940 Act"), Delaware Group Limited-Term Government Funds,
Inc. (the "Fund"), a Maryland corporation, intends to file a Rule
24f-2 Notice (the "Notice") with the United States Securities and
Exchange Commission. The Notice will recite that pursuant to the
Rule the Fund, during the fiscal year ending December 31, 1995,
sold shares of stock of its U.S. Government Money Fund A Class,
U.S. Government Money Fund Consultant Class, Limited-Term
Government Fund A Class, Limited-Term Government Fund B Class,
Limited-Term Government Fund C Class, and its Limited-Term
Government Fund Institutional Class with an aggregate public
offering price of $101,591,774 (not including $41,147,408 of shares
issued in connection with dividend reinvestment plans which are
reported on the Notice for purposes of the fee computation table).
The Notice will be filed to make definite the registration of the
shares of each Series registered by the Fund under the Securities
Act of 1933 (the "1933 Act") for such period for sale under the
Rule. You have also informed us that all of such shares sold under
the Rule were issued in accordance with the provisions relating
thereto in the registration statement of the Fund, as such
registration statement was currently in effect during the period.
We have acted as legal counsel to the Fund during the
period of time referred to above and, as such, have reviewed the
Articles of Incorporation of the Fund; its By-Laws; its
registration statements under the 1940 and 1933 Acts and such
minutes of the proceedings of the Fund and other documents as we
deem material to our opinion.
Based on the foregoing, we are of the opinion that all of
the shares of each Series of the Fund described in the Rule 24f-2
Notice as having been sold during the period under the Rule were
fully-paid, non-assessable and legally issued shares of stock of
the Fund.
We hereby consent to the filing of this opinion with the
United States Securities and Exchange Commission as an exhibit or
accompaniment to the aforementioned Notice and as an exhibit to the
Fund's registration statement under the 1933 Act and to the
reference to us in the prospectus of the Fund as legal counsel who
have passed upon the legality of the offering of the Fund's shares.
We also consent to the filing of this opinion with the securities
regulatory agencies of any states or other jurisdiction in which
the shares of the Fund are offered for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /S/STEVEN M. FELSENSTEIN
------------------------
Steven M. Felsenstein
A Partner
SMF/nk
1637.1
156917.1
