THORNBURG LIMITED TERM MUNICIPAL FUND INC
N-30D, 1996-08-28
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The First page of this financial depicts a chart called:
"What Double Tax-Free Income Means to You":

A hard copy of this chart is on file with the S.E.C.

letter to shareholders
119 East Marcy Street Suite 201, Santa Fe, New Mexico 87501
 
August 1, 1996

Dear Fellow Shareholder:

I am pleased  to present  the Annual  Report  for the  California  Portfolio  of
Thornburg  Limited Term Municipal Fund for the fiscal year ending June 30, 1996.
The net asset value of the A shares increased 3 cents per share to $12.64 during
the year. If you were with us for the entire period,  you received  dividends of
58.3 cents per share. If you reinvested your dividends,  you received 59.6 cents
per share.  Investors  who owned C Shares  received  dividends  of 52.5 and 53.5
cents per share,  respectively.  For a longer  perspective on investment returns
and share price fluctuations, please read the exhibits included in this report.

It would not  surprise  me to see  interest  rates  increase a bit over the next
year.  The U.S.  economy is generally  firm,  the  economies of other  developed
countries are strengthening,  and many lesser developed countries are growing as
well.  Investors  here in the U.S.  are  exhibiting  peculiar  tendencies.  With
respect to stocks,  investors  shoveled  almost $150 billion into equity  mutual
funds during the first 7 months of 1996,  focusing in particular on the riskiest
funds.  As risk prone as investors have become with stocks,  bond funds have had
net investment of approximately zero this year.

Americans  have been net sellers of  individual  municipal  and U.S.  government
bonds, while simultaneously  increasing investments in foreign bonds. Meanwhile,
foreign  investors seem to like bond investments here. They have been supporting
the U.S. bond market for about two years.  I suppose the grass is always greener
on the other side of the ocean.  We like it here at home, but we have positioned
your bond portfolio  conservatively  so as to be able to react quickly to change
and take advantage of any opportunities that arise.

Your  Limited  Term  Municipal  Fund   California   Portfolio   currently  holds
approximately  130 municipal  obligations from California  municipal  borrowers.
Approximately  84% of the bonds are rated A or better by one of the major rating
agencies. As you know, we "ladder" the maturities of the bonds in your portfolio
so that some bonds are  scheduled  to mature at par  during  each of the next 10
years.  Today, your fund's weighted average maturity is approximately 3.7 years,
and we  always  keep it below 5 years.  Percentages  of the  portfolio  maturing
within each of the next 10 years are summarized below:

 % of portfolio maturing within   Cumulative % maturing by end of

                   1 year = 11%       year 1 = 11%
             1 to 2 years = 13%       year 2 = 24%
             2 to 3 years = 15%       year 3 = 39%
             3 to 4 years = 15%       year 4 = 54%
             4 to 5 years = 17%       year 5 = 71%
             5 to 6 years = 14%       year 6 = 85%
              6 to 7 years = 7%       year 7 = 92%
              7 to 8 years = 3%       year 8 = 95%
              8 to 9 years = 3%       year 9 = 98%
             9 to 10 years = 1%      year 10 = 99%

Over the years,  our practice of laddering a diversified  portfolio of short and
intermediate  maturity  municipal  bonds has allowed  your fund to  consistently
perform well in varying interest rate environments.  For instance,  the A shares
of Limited Term Municipal  Fund-California  Portfolio received "A" letter grades
for one, three, and five year performance relative to other short term municipal
bond funds through June 30, 1996.* These  rankings,  which were published in The
Wall  Street  Journal,  reflect  total  returns in the top 20% of all short term
municipal bond funds for those periods.

Many  municipal  bonds  issued  between  1985 and 1990 are being paid off early.
Money to pay off these bonds prior to maturity already has been raised.  You may
own municipal bonds or unit trusts which are being redeemed.  Your investment in
Thornburg  Limited Term  Municipal  Fund will not be redeemed until you sell it.
Please  remember  that  you can  easily  add to your  investment  each  month by
authorizing a simple, automatic transfer from your checking account.

Currently, Limited Term Municipal Fund California Portfolio is ranked 5 stars by
Morningstar.  Over the seventy-seven month time frame that it has been ranked by
Morningstar,  the fund has an average rating of 4.9 stars, making it the highest
ranked  California  tax-free  fund  during  that time  period.  I would  like to
attribute this to capable execution of a thoroughly sensible investment strategy
over  time.  Thank  you  for  investing  in  Thornburg  Limited  Term  Municipal
Fund-California Portfolio.

Sincerely,


/s/ Brian J. McMahon

Brian J. McMahon
Managing Director

(footnotes)

Morningstar proprietary ratings reflects historical risk adjusted performance as
of 6/30/96. Ratings are subject to change every month. Funds with at least three
years of performance history are assigned ratings from one star (lowest) to five
star  (highest).  Morningstar  ratings are  calculated  from the funds'  three-,
five-,  and ten year average annual returns and a risk factor that reflects fund
performance  relative to three month Treasury bill returns.  10% of the funds in
an investment  category  receive five stars 22.5%  receive four stars.  LTCAX is
ranked 5-Stars for the 3 year and 5 year periods ending  6/30/96.  The number of
funds within the  Municipal,  California  category  tracked by Morningstar as of
6/30/96 is 97and 60 on a 3-and 5-year basis.

*Source: The Wall Street Journal, July 3, 1996. Performance data are supplied by
Lipper Analytical  Services,  Inc., and reflect  performance for the 1, 3, and 5
year periods ending June 30, 1996. An "A" ranking  reflects total returns in the
top 20% of all funds within the short term  municipal  objective,  as defined by
The Wall Street Journal.  The average  maturity and average quality of the funds
within the short municipal  objective may differ. At June 30, 1996 44, 30 and 14
short  municipal  funds  reported  1-year,  3-year,  and 5-year  total  returns,
respectively.  Performance  calculations  used to obtain these  rankings  assume
deduction of all  expenses and  reinvestment  of all  distributions,  but do not
include the effect of any sales charge on total return.


statement of assets and liabilities

Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
June 30, 1996


ASSETS

Investments, at value (cost $93,458,998)                     $94,887,493
Cash                                                             168,499
Receivable for fund shares sold                                  297,046
Interest receivable                                            1,761,216
Prepaid expenses and other assets                                  3,198

                       TOTAL ASSETS                           97,117,452       

LIABILITIES

Dividends payable                                                134,542
Payable  for fund shares redeemed                                 31,779
Accounts payable and accrued expenses                             75,015
Accounts payable investment adviser (Note 3)                      53,115
                      
                       TOTAL LIABILITIES                         294,451

NET ASSETS                                                   $96,823,001

NET ASSET VALUE:

Class A Shares:
Net asset value and redemption price per share
($94,379,465 applicable to 7,467,163 shares of 
beneficial interest outstanding - Note 4)                         $12.64

Maximum sales charge, 2.50% of offering
price (2.57% of net asset value per share)                           .32       
                       Maximum Offering Price Per Share           $12.96      
Class C Shares:
Net asset value and offering price per share*
($2,443,536 applicable to 193,164 shares of 
beneficial interest outstanding - Note 4)                         $12.65



*  Redemption  price per share is equal to net asset  value less any applicable
contingent deferred sales charge.
See notes to financial statements.



Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
Year Ended June 30, 1996


statement of operations

INVESTMENT INCOME
Interest income (net of premium amortized
     of $257,990)                                      $5,579,968


EXPENSES
Investment advisory fees (Note 3)                         748,077
Distribution and service fees  (Note 3):
    Class A Shares                                        122,572
    Class B Shares                                          1,170
    Class C Shares                                          8,162
Transfer agent fees                                        76,379
Custodian fees                                             66,165
Professional fees                                          23,725
Accounting fees                                            10,980
Other expenses                                             23,010

       TOTAL EXPENSES                                   1,080,240
Less:
Expenses reimbursed by investment adviser (Note 3)        (75,198)


       NET EXPENSES                                     1,005,042

       NET INVESTMENT INCOME                            4,574,926


REALIZED AND UNREALIZED
GAIN ON INVESTMENTS - NOTE 5
Net realized gain on investments sold                      13,209
Increase in unrealized appreciation of investments        196,447

       NET REALIZED AND UNREALIZED
         GAIN ON INVESTMENTS                              209,656

       NET INCREASE IN NET ASSETS RESULTING
         FROM OPERATIONS                               $4,784,582

See notes to financial statements.


statements of changes in net assets

Thornburg Limited Term Municipal Fund, Inc. - California Portfolio


                                                  Year Ended         Year Ended
                                               June 30, 1996      June 30, 1995

INCREASE (DECREASE) IN
NET ASSETS FROM:

OPERATIONS:
Net investment income                             $4,574,926        $4,907,357
Net realized gain (loss) on investments sold          13,209          (481,286)
Increase in
unrealized
appreciation of investments                          196,447           406,462

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS                          4,784,582         4,832,533
DIVIDENDS TO SHAREHOLDERS:
From net investment income
Class A Shares                                    (4,504,908)       (4,870,883)
Class B Shares                                        (6,799)          (13,254)
Class C Shares                                       (63,219)          (23,220)


FUND SHARE TRANSACTIONS -- (Note 4)
Class A Shares                                    (4,674,335)      (12,810,506)
Class B Shares                                      (594,362)          582,859
Class C Shares                                     1,661,567           799,527

NET DECREASE IN NET ASSETS                        (3,397,474)      (11,502,944)
NET ASSETS:
Beginning of year                                100,220,475       111,723,419
End of year                                    $  96,823,001     $ 100,220,475

See notes to financial statements.

notes to financial statements

Thornburg Limited Term Municipal Fund, Inc. - California Portfolio

Note 1 - ORGANIZATION

Thornburg  Limited Term Municipal  Fund,  Inc. (the "Fund") was  incorporated in
Maryland on February  14,  1984.  The Fund was  reorganized  in 1986 as a series
investment company with separate investment  portfolios.  The current portfolios
are the National Portfolio and California Portfolio (the "Portfolio").  The Fund
is an open-end diversified  management investment company,  registered under the
Investment Company Act of 1940, as amended.  The primary investment objective of
the Fund is to obtain as high a level of  current  income  exempt  from  federal
income tax as is  consistent  with  preservation  of capital.  In addition,  the
California Portfolio will invest primarily in Municipal Obligations  originating
in California with the object of obtaining  exemption of interest dividends from
any income taxes imposed by California on individuals.

On September 1, 1994 the  Portfolio  began  offering  three classes of shares of
beneficial interest, Class A, Class B and Class C shares. All shares outstanding
prior to September 1, 1994 are considered Class A shares. On September 28, 1995,
all  existing  Class B shares were  converted  at net asset  value,  without the
imposition  of a deferred  sales  charge,  into Class A shares of an  equivalent
value.  The Fund no  longer  offers  Class B shares.  Each  class of shares of a
Portfolio  represents an interest in the same  portfolio of  investments  of the
Fund,  except  that (i) Class A shares  are sold  subject to a  front-end  sales
charge  collected at the time the shares are  purchased  and bear a service fee,
(ii) Class C shares are sold at net asset  value  without a sales  charge at the
time of  purchase,  but are subject to a contingent  deferred  sales charge upon
redemption  within one year, and bear both a service fee and a distribution fee,
and  (iii)  the  respective  classes  have  different  reinvestment  privileges.
Additionally, each Portfolio may allocate among its classes certain expenses, to
the extent  allowable  to  specific  classes,  including  transfer  agent  fees,
government   registration   fees,   certain  printing  and  postage  costs,  and
administrative  and legal expenses.  Currently,  class specific  expenses of the
Portfolio  are limited to  distribution  fees and certain  custody and  transfer
agent expenses.


Note 2 - SIGNIFICANT  ACCOUNTING POLICIES Significant accounting policies of the
Fund are as follows:

Valuation of Investments: In determining net asset value, the Portfolio utilizes
an  independent  pricing  service  approved  by the  Board  of  Directors.  Debt
investment  securities  have a primary market over the counter and are valued on
the basis of valuations  furnished by the pricing  service.  The pricing service
values portfolio  securities at quoted bid prices or the yield  equivalents when
quotations are not readily  available.  Securities for which  quotations are not
readily  available are valued at fair value as determined by the pricing service
using  methods  which  include  consideration  of yields or prices of  municipal
obligations of comparable quality,  type of issue, coupon,  maturity and rating;
indications  as to  value  from  dealers  and  general  market  conditions.  The
valuation  procedures used by the pricing  service and the portfolio  valuations
received by the  Portfolio  are  reviewed by the  officers of the Fund under the
general  supervision of the Board of Directors.  Short-term  obligations  having
remaining  maturities  of 60 days or less are valued at  amortized  cost,  which
approximates market value.

Federal Income Taxes: It is the policy of the Fund to comply with the provisions
of the Internal Revenue Code applicable to "regulated  investment companies" and
to  distribute  all of its  taxable  (if  any)  and  tax  exempt  income  to its
shareholders.  Therefore,  no  provision  for  Federal  income tax is  required.
Dividends  paid by the  Portfolio  for the year  ended June 30,  1996  represent
exempt interest dividends which are excludable by shareholders from gross income
for Federal income tax purposes.

When-Issued  and Delayed  Delivery  Transactions:  The  Portfolio  may engage in
when-issued  or delayed  delivery  transactions.  To the  extent  the  Portfolio
engages  in  such  transactions,  it will do so for  the  purpose  of  acquiring
portfolio securities  consistent with its investment  objectives and not for the
purpose of investment  leverage or to speculate on interest rate changes. At the
time the  Portfolio  makes a commitment  to purchase a security on a when-issued
basis,  it will record the  transaction and reflect the value in determining its
net asset value. When effecting such transactions, assets of the Portfolio of an
amount  sufficient to make payment for the portfolio  securities to be purchased
will be  segregated  on the  Portfolio's  records on the trade date.  Securities
purchased on a when-issued or delayed  delivery basis do not earn interest until
the settlement date.

Dividends:  Net  investment  income  of the  Portfolio  is  declared  daily as a
dividend on shares for which the Portfolio has received  payment.  Dividends are
paid monthly and are  reinvested  in  additional  shares of the Portfolio at net
asset value per share at the close of business on the dividend  payment date, or
at the  shareholder's  option,  paid in cash. Net capital  gains,  to the extent
available, will be distributed annually.

General:  Securities  transactions  are  accounted  for on a trade  date  basis.
Interest  income is accrued as earned.  Premiums and original issue discounts on
securities  purchased  are  amortized  to call  dates or  maturity  dates of the
respective securities. Realized gains and losses from the sale of securities are
recorded on an identified cost basis.

Use of Estimates:  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of increases  and  decreases in net assets
from operations  during the reporting  period.  Actual results could differ from
those estimates.

Note 3 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Pursuant to an investment advisory agreement, Thornburg Management Company, Inc.
(the "Adviser") serves as the investment adviser and performs services for which
the fees are  payable at the end of each  month.  For the year  ending  June 30,
1996,  these fees were payable at annual rates ranging from 3/4 of 1% to 4/10 of
1% of the average  daily net assets of the  Portfolio.  Beginning  July 1, 1996,
these fees will be payable at annual rates  ranging from 1/2 of 1% to 9/40 of 1%
of the average daily net assets of the Portfolio.  Also, effective July 1, 1996,
the  Portfolio  entered  into an  Administrative  Services  Agreement  with  the
Adviser,  whereby the Adviser will perform certain  administrative  services for
the  shareholders  of each class of the Portfolio's  shares,  and for which fees
will be payable at an annual  rate of up to 1/8 of 1% of the  average  daily net
assets attributable to each class of shares.

In the event normal operating expenses of the Portfolio,  exclusive of brokerage
commissions,  taxes,  interest,  and extraordinary  expenses,  exceed the limits
prescribed by any state in which the Fund's  shares are qualified for sale,  the
Adviser will reimburse the Portfolio for such excess. No such  reimbursement was
required as a result of this  limitation.  For the year ended June 30, 1996, the
Adviser reimbursed certain operating expenses amounting to $75,198.

The Fund has an  underwriting  agreement with Thornburg  Securities  Corporation
(the "Distributor"),  which acts as the Distributor of Portfolio shares. For the
year ended June 30, 1996, the Distributor earned commissions aggregating $16,639
from the sale of Class A shares, and collected contingent deferred sales charges
aggregating $1,115 from redemptions of Class C shares of the Fund.

Pursuant  to a Service  Plan under Rule 12b-1 of the  Investment  Company Act of
1940, the Portfolio may reimburse to the Adviser amounts not to exceed .25 of 1%
per annum of the average net assets  attributable to each class of shares of the
Fund for payments made by the Adviser to securities  dealers and other financial
institutions to obtain various shareholder related services. The Adviser may pay
out of its own funds  additional  expenses for  distribution  of the Portfolio's
shares.

The  Portfolio  also has  adopted a  Distribution  Plan  pursuant to Rule 12b-1,
applicable only to the Portfolio's  Class B and Class C shares,  under which the
Portfolio can (i) reimburse the Distributor for certain distribution expenses on
a monthly  basis at an annual rate of up to .75% of the average daily net assets
attributable to Class B shares, and (ii) compensate the Distributor for services
in  promoting  the sale of Class C shares of the Fund at an annual rate of up to
 .75% of the average daily net assets attributable to Class C shares.  Total fees
incurred by each class of shares of the Portfolio under their respective service
and  distribution  plans for the year ended  June 30,  1996 are set forth in the
statement of operations.

Certain  officers and  directors of the Fund are also officers and /or directors
of the Adviser and the Distributor.  The compensation of unaffiliated  directors
of the Fund is borne by the Fund.


Note 4 - SHARES OF BENEFICIAL INTEREST:

At  June  30,  1996,  there  were  600,000,000  shares  of the  Fund  (including
115,000,000  for the  Portfolio) of $.001 par value common stock  authorized and
capital  paid-in  aggregated  $96,311,516.  Transactions in shares of beneficial
interest were as follows:

                                   Year Ended                      Year Ended
                                 June 30, 1996                   June 30, 1995


Class A Shares               Shares           Amount      Shares         Amount
Shares sold                 1,028,241   $ 13,063,252   1,016,756   $ 12,634,104
Shares issued to shareholders
in reinvestment of
distributions                 227,171      2,885,798     224,628      2,785,930
Shares repurchased         (1,626,759)   (20,623,385) (2,292,000)   (28,230,540)

Net Decrease                 (371,347)  ($ 4,674,335) (1,050,616)  ($12,810,506)

Class B Shares
Shares sold                    17,477   $    220,496      45,930   $    572,142
Shares issued to shareholders
in reinvestment of
distributions                     352          4,458         864         10,717
Shares repurchased            (64,623)      (819,316)         --             --

Net Increase (Decrease)       (46,794)  ($   594,362)     46,794   $    582,859

Class C Shares
Shares sold                   164,199   $  2,090,620     149,655   $  1,864,152
Shares issued to shareholders
in reinvestment of
distributions                   4,010         50,090       1,636         20,266
Shares repurchased            (37,612)      (479,143)    (88,724)    (1,084,891)

Net Increase                  130,597   $  1,661,567      62,567   $    799,527

Note 5 - SECURITIES TRANSACTIONS

Purchases and proceeds from maturities or sales of investment  securities of the
Portfolio,   other  than  short-term  securities,   aggregated  $22,208,441  and
$26,949,231,  respectively.  The cost of  investments  is the same for financial
reporting and Federal income tax purposes. At June 30, 1996, the aggregate gross
unrealized  appreciation and depreciation,  based on cost for Federal income tax
purposes, were $1,901,541 and $473,045, respectively.

Accumulated  net  realized  losses from  security  transactions  included in net
assets at June 30, 1996 aggregated $917,010.

For Federal  income tax  purposes,  the  Portfolio  has  realized  capital  loss
carryforwards  of $917,010  from prior fiscal years  available to offset  future
realized  capital  gains.  To the extent that such  carryforwards  are used,  no
capital gains  distributions will be made. The carryforwards  expire as follows:
June 30, 1997 - $45,141,  June 30, 1998 - $60,181, June 30, 1999 - $14,395, June
30, 2000 - $410, June 30, 2002 - $315,597, and June 30, 2003 -$481,286.

financial highlights

Thornburg Limited Term Municipal Fund, Inc. -  California Portfolio

Per share operating performance
(for a share outstanding
throughout the year)

                                                     Year Ended June 30,
                                       1996     1995     1994     1993    1992

Class of Shares:                         A       A        A        A        A

Net asset value, beginning of year    $12.61   $12.57   $12.85   $12.48  $12.24
Income from investment operations:
Net investment income                    .58      .58      .58      .65     .72
Net realized and unrealized
    gain (loss) on investments           .03      .04     (.28)     .37     .24
Total from investment operations         .61      .62      .30     1.02     .96
Less dividends from:
    Net investment income               (.58)    (.58)    (.58)    (.65)   (.72)
 Change in net asset value               .03      .04     (.28)     .37     .24

Net asset value, end of year          $12.64   $12.61   $12.57   $12.85  $12.48

Total return (a)                        4.94%    5.12%    2.37%    8.36%   8.10%

Ratios/Supplemental Data Ratios 
to average net assets:
 Net investment income                 4.59%    4.69%    4.51%    5.07%   5.80%
 Expenses, after expense reductions    1.00%    1.00%    1.00%    1.00%   1.00%
 Expenses, before expense reductions   1.05%    1.04%    1.03%    1.06%   1.10%

Portfolio turnover rate               22.68%   18.54%   15.26%   20.81%  30.56%
 Net assets
    at end of year (000)            $94,379  $98,841 $111,723  $81,874  $53,130


(a) Sales  loads are not  reflected  in  computing  total  return,  which is not
annualized for periods less than one year.


Thornburg Limited Term Municipal Fund, Inc. -  California Portfolio

Per share operating performance
(for a share outstanding
throughout the period)                                             Period from
                                              Year Ended       Sept. 1, 1994 (a)
                                             June 30, 1996     to June 30, 1995
- --------------------------------------------------------------------------------


Class of Shares:                           B*          C          B        C

Net asset value, beginning of period    $12.62     $12.62    $12.55     $12.55
Income from investment operations:
Net investment income                      .13        .53       .43        .42
Net realized and unrealized
   gain (loss) on investments              .06        .03       .07        .07
Total from investment operations           .19        .56       .50        .49
Less dividends from:
   Net investment income                  (.13)      (.53)     (.43)      (.42)
Change in net asset value                  .06        .03       .07        .07

Net asset value, end of period          $12.68     $12.65    $12.62     $12.62

Total Return (b)                         1.59%      4.46%     3.99%      3.98%

Ratios/Supplemental Data Ratios to average net assets:
 Net investment income                  4.15% (c)    4.16%    4.10%(c)  4.07%(c)
 Expenses, after expense reductions     1.63% (c)    1.43%    1.60%(c)  1.63%(c)
 Expenses, before expense reductions    3.67% (c)    2.92%    4.51%(c)  3.21%(c)

Portfolio turnover rate                22.68%       22.68%    18.54%     18.54%
Net assets
at end of period (000)                   $0        $2,444      $590      $790


(a) Commencement of sales of Class B and Class C shares.
(b) Sales  loads are not  reflected  in  computing  total  return,  which is not
    annualized for periods less than one year.
    The total return for Class B shares reflects a period of 90 days.
(c) Annualized.
 *  Period from July 1, 1995 to September  28,  1995,  on which date all Class B
    shares were converted into Class A shares.

<TABLE>
<CAPTION>

schedule of investments

Thornburg Limited Term Municipal Fund, California Portfolio
Par Amount    Issue Name & Description                                                                         Credit         
   
                                                                                                               Rating          Value
<C>           <S>                                                                                              <C>        <C>
$  615,000    Alameda-Contra Costa Transit District Refunding Certificate of Participation
              Series 1989, 7.20% due 8/1/00                                                                    Baa/BBB-   $  657,669
   370,000    Albany Public Facilities Financing Authority Lease Revenue, 6.60% due 9/1/00
              (Library Community Center Project)                                                                Baa1/NR      388,052
   165,000    Antioch Unified School District Certificate of Participation, 0% due 7/1/05 (Insured: FSA)        Aaa/AAA       91,108
 1,300,000    Berkeley Health Facility Revenue Refinancing Series A, 5.70% due 12/1/98
              (Alta Bates Medical Center Project)                                                              Baa/BBB+    1,297,322
   500,000    California Counties Lease Finance Authority Certificate of Participation, 7.30% due 10/1/98          A/NR      504,035
   500,000    California Educational Facilities Authority Revenue Series 1993, 5.15% due 9/1/03
              (Santa Clara University Project)                                                                    A1/NR      506,245
   840,000    California HFA Home Ownership and Improvement Series A, 0% due 2/1/04 (Insured: FHA/VA)            Aa/AA-      502,269
   670,000    California HFA Revenue Series 1985-B, 9.875% due 2/1/17                                            Aa/AA-      696,204
    30,000    California HFA Single Family Mortgage Revenue Series 1982-A, 10.00% due 2/1/02
              (LOC: Citibank)                                                                                    Aa/AA-       30,009
   145,000    California HFA Revenue Series 1990-A, 0% due 8/1/01                                                Aa/AA-      100,159
   550,000    California HFA, 6.40% due 9/1/98 (San Gabriel Hospital Project; Insured: Cal. Mortgage)              NR/A      563,205
              Prerefunded 9/1/96 @ 102
   500,000    California HFA, 7.80% due 7/1/06 (Episcopal Homes Project; Insured: Cal. Mortgage)                   NR/A      515,530
 1,000,000    California HFA Secured Revenue Series 1991, 6.65% due 9/1/01
              (Good Samaritan Hospital Project)                                                                  Baa/A-    1,051,080
   505,000    California HFA Financing Authority, 5.25% due 8/1/00
              (Marin General Hospital Project; Insured: FSA)                                                    Aaa/AAA      518,796
   760,000    California Public Capital Improvement Finance Auth. Rev. Series 1988-E, 8.25% due 3/1/98           Baa/NR      798,380
 1,000,000    California State General Obligation, 6.50% due 10/1/99                                              A1/A+    1,061,770
   216,931    California State Veterans General Obligation Bonds Amortizing Coupon M-COATES,
              7.30% due 10/1/01                                                                               *Aaa/AAA*      234,478
 1,000,000    California Veterans Affairs Home Purchase Revenue Series A, 7.40% due 8/1/97                        Aa/A+    1,030,710
   250,000    California Veterans Affairs Home Purchase Revenue Series A, 7.50% due 8/1/98                        Aa/A+      264,388
 1,390,000    California Veterans Affairs Home Purchase Revenue Series A, 6.55% due 8/1/01                        Aa/A+    1,444,905
   850,000    California State University Revenue, 6.40% due 11/1/02 Crossover Refunded 11/1/00 @ 102             A1/A-      918,238
   730,000    California Statewide Community Development Authority Insured Health
              Facilities Revenue Certificate of Participation Series 1992, 6.40% due 5/1/02 (Eskaton 
              Properties Incorporated Phase II Project)                                                           NR/A       752,827
 1,000,000    California Statewide Community Development Authority Certificate of Participation, 1.837%
              (inverse floater) due 1/1/00 (Motion Picture and Television Fund Project; Insured: AMBAC)         Aaa/AAA      897,260
 1,000,000    California Statewide Community Development Authority Certificate of Participation, 2.127%
              (inverse floater) due 1/1/01 (Motion Picture and Television Fund Project; Insured: AMBAC)         Aaa/AAA      870,320
 1,000,000    California Statewide Community Development Authority Insured Health Facilities Revenue
              Series 1996 A, 6.00% due 9/1/04 (San Gabriel Medical Center Project; Insured: Cal Health)            NR/A    1,025,860
   130,000    Cerritos-Compton Glendale College District General Obligation
              Certificate of Participation, 8.00% due 2/1/98                                                      NR/NR      136,517
 1,915,000    Chula Vista Variable Rate Multifamily Housing Refunding Revenue Series 1985,
              5.75% due 11/1/07, put 11/1/97 (Eucalyptus Grove Project; Continental Casualty Surety Bond)         NR/A+    1,925,992
   250,000    Clovis & Fresno Unified School District Certificate of Participation Series A, 6.70% due 5/1/97      NR/A      253,138
   700,000    Coachella Valley Water District No. 71 Certificate of Participation, 5.75% due 10/1/00
              (Storm Water District Project)                                                                       A/NR      724,192
   660,000    Cupertino Public Facilities Corporation Certificate of Participation Series 1992-B, 5.60%
              due 7/1/00                                                                                          A1/A+      678,559
    60,000    El Paso de Robles Newark Water District Certificate of Participation
              Association of Bay Area Governments Finance Corporation, 7.40% due 6/1/98                           NR/NR       61,631
   350,000    Foothill-De Anza Community College District Certificate of Participation, 7.35% due 3/1/07          NR/A-      384,898
   600,000    Fresno Multifamily Housing Revenue Refunding, 5.10% due 10/1/05, put 4/1/99
              (Maple Leaf Project; Insured: Continental Insurance)                                                NR/A-      595,092
   560,000    Fruitvale School District Certificate of Participation, 7.60% due 6/1/99                           Baa/NR      599,446
 2,000,000    Glendale Hospital Revenue Refunding Series 1994, 7.625% due 1/1/05
              (Verdugo Hills Project; LOC: Industrial Indemnity)                                                  NR/A+    2,138,540
   200,000    Hayward Unified School District Certificate of Participation, 7.60% due 10/1/00                    Baa/NR      210,530
   200,000    Hermosa Beach Lynwood and Vernon Certificate of Participation,
              7.10% due 9/1/99, partially pre-refunded                                                           NR/BBB      208,432
 2,895,000    Huntington Beach City School District 1995 Capital Certfificates, 6.25% due 4/1/97                  NR/NR    2,902,730
   800,000    Industry Industrial Revenue Refunding, 7.00% due 12/1/00, put 12/1/99
              (Camco Chemical Project; LOC: Provident Bank)                                                       *A/A*      796,048
   605,000    Inglewood Certificate of Participation, 6.70% due 8/1/00 (Civic Center Improvement Project)         A/BBB      638,251
   635,000    Inglewood Certificate of Participation, 6.80% due 8/1/01 (Civic Center Improvement Project)         A/BBB      673,494
   690,000    Inglewood Certificate of Participation, 6.90% due 8/1/02 (Civic Center Improvement Project)         A/BBB      723,037
   360,000    Irvine Ranch Water District Joint Powers Agency Revenue, 7.00% due 2/15/98                          NR/A+      367,492
   480,000    Lake Elsinore Public Financing Authority Tax Allocation Revenue Series 1992-C,
              6.15% due 2/1/01 (Insured: FGIC)                                                                  Aaa/AAA      509,232
 2,000,000    Lancaster Redevelopment Agency Lease Revenue Series 1995, 4.90% due 12/1/00
              (Public Improvement Project; LOC: Sumitomo - Dai Ichi Kangyo)                                        NR/A    1,958,400
 1,500,000    Los Angeles Equipment Acquisition Program L Certificate of Participation, 5.80% due 12/1/98          A/A+    1,540,110
 1,000,000    Los Angeles Municipal Improvement Corporation Lease Revenue, 5.00% due 2/1/00                        A/A+    1,005,110
 1,500,000    Los Angeles Unified School District Certificate of Participation, 6.30% due 6/1/02                   A/A-    1,586,265
 1,000,000    Los Angeles County Certificate of Participation Mobile Digital Comm., 7.70% due 7/15/01         Baa1/BBB+    1,035,810
   350,000    Los Angeles County Housing Authority MFHR, 7.625% due 12/1/29,
              mandatory put 12/1/99 (Monrovia Project A; Insured: Continental Casualty)                           NR/A-      357,150
 1,245,000    Los Angeles County Pension Obligation Certificate of Participation,
              6.875% due 6/30/07                                                                              Baa1/BBB+    1,270,124
 1,000,000    Los Angeles County Transit Finance Corporation Certificate of Participation
              Series 1992-B, 5.70% due 7/1/99                                                                     A1/NR    1,028,880
   100,000    Los Angeles County Compton Civic Center Courthouse Facility Revenue, 7.75% due 10/1/96             Baa1/A      100,573
   250,000    Lynwood Unified School District Certificate of Participation, 7.20% due 11/1/98
              (Capital Improvement Project)                                                                      Baa/NR      257,012
 2,000,000    MSR Public Power Agency Series 1987 C, 6.70% due 7/1/02 (San Juan Project)                            A/A    2,057,900
   375,000    Marysville Hospital Revenue, 6.00% due 1/1/04 (Fremont-Rideout Health Group
              Project; Insured: AMBAC)                                                                          Aaa/AAA      397,751
   200,000    Midpeninsula Regional Open Space District Certificate of Participation, 7.20%
              due 9/1/00, refunded 9/1/99                                                                        *Aaa/A      219,766
   360,000    Midpeninsula Regional Open Space District Certificate of Participation, 4.75% due 9/1/99             NR/A      361,451
   460,000    Midpeninsula Regional Open Space District Certificate of Participation, 4.80% due 9/1/00             NR/A      460,658
 1,230,000    Morgan Hill Unified School District Certificate of Participation Series 1993, 4.70% due 8/1/98      A1/NR    1,238,967
 1,000,000    Morgan Hill Unified School District Certificate of Participation Series 1993, 4.80% due 8/1/99      A1/NR    1,005,090
   835,000    Morgan Hill Unified School District Certificate of Participation Series 1993, 5.00% due 8/1/00      A1/NR      841,713
   660,000    Mountain View Shoreline Reg. Park Community Tax Allocation Series 1993-A, 4.70% due 8/1/99            A/A      650,734
   810,000    National City Community Development Commission Tax Allocation Series
              1992-A, 5.70% due 8/1/99 (Downtown Redevelopment Project; Insured: AMBAC)                         Aaa/AAA      840,326
   500,000    National City Community Development Commission Tax Allocation Series
              1992-A, 5.90% due 8/1/00 (Downtown Redevelopment Project; Insured: AMBAC)                         Aaa/AAA      525,680
   330,000    New Haven Unified School District Certificate of Participation, 7.30% due 12/1/01                   NR/A-      350,203
   355,000    New Haven Unified School District Certificate of Participation, 7.30% due 12/1/02                   NR/A-      375,402
   380,000    New Haven Unified School District Certificate of Participation, 7.40% due 12/1/03                   NR/A-      401,489
   410,000    New Haven Unified School District Certificate of Participation, 7.40% due 12/1/04                   NR/A-      432,230
   940,000    Ontario Individual Development Revenue Series 1990-A, 7.75% due 9/1/20,
              put 8/31/00 (Great Western Foam Project; LOC: Wells Fargo Bank)                                      NR/A      957,851
 1,100,000    Orange County Refunding Recovery, 5.10% due 6/1/02 (Insured: MBIA)                                Aaa/AAA    1,112,276
 1,000,000    Orange County Refunding Recovery, 5.20% due 6/1/03 (Insured: MBIA)                                Aaa/AAA    1,011,550
 2,000,000    Orange County Refunding Recovery, 6.50% due 6/1/04 (Insured: MBIA)                                Aaa/AAA    2,175,140
   375,000    Orange County Subordinate Airport Revenue Certificate of Participation,
              7.70% due 7/1/98 (1990 Loading Bridge and Baggage Handling Project)                                 NR/NR      382,616
   900,000    Orange County Local Transportation Authority Sales Tax Rev., 5.50% due 2/15/01
              (Measure M Sales Tax Project)                                                                       Aa/AA      916,848
   510,000    Orange County Local Transportation Authority Sales Tax Rev., 6.00% due 2/15/06
              (Measure M Sales Tax Project)                                                                       Aa/AA      525,754
 1,000,000    Orange County Local Transportation Authority Sales Tax Revenue 2nd Series,
              1.877% (inverse floater) due 2/15/99 (Insured: FGIC)                                              Aaa/AAA      934,590
 2,000,000    Orange County Recovery Certificate of Participation Series A, 5.50% due 7/1/02
              (Insured: MBIA)                                                                                   Aaa/AAA    2,063,900
 1,425,000    Oxnard Harbor District Refunding Revenue, 6.60% due 8/1/00 (Capital Guaranty)                     Aaa/AAA    1,528,968
   300,000    Oxnard IDA IDRB, 9.50% due 10/1/97 (Green Foods Project; LOC: Mitsubishi Bank Ltd.)                Aa2/NR      302,787
   750,000    Paramount Unified School District Certificate of Patricipation, 0% due 9/1/14 (Insured: FSA)      Aaa/AAA      540,000
   100,000    Perris School District Certificate of Participation, 5.10% due 3/1/00 (Insured: FSA)              Aaa/AAA      101,971
   990,000    Redwood City Multifamily Housing Revenue Series 1985-B, 5.20% due 10/1/08, put 10/1/00
              (Redwood Shores Apartments Project; Insured: Continental Casualty)                                  NR/A+      983,209
   150,000    Riverside Certificate of Participation, 8.00% due 10/1/96                                         Baa1/A-      151,390
   100,000    Riverside County Housing Authority Revenue Series A, 7.50% due 10/1/96                             Baa/NR      100,377
   465,000    Riverside County Housing Authority Revenue Series A, 7.75% due 10/1/00                             Baa/NR      474,533
   295,000    Sacramento Financing Authority Series 1991, 6.30% due 11/1/02                                       A1/A+      315,435
   550,000    Sacramento Municipal Utility District Electric Refunding Revenue Series R, 6.60% due 2/1/97          A/A-      558,938
 1,000,000    Sacramento Regional Transportation Authority Certificate of Participation, 6.00% due 3/1/99         A1/NR    1,035,550
 1,000,000    Sacramento Regional Transportation Authority Certificate of Participation, 6.25% due 3/1/01         A1/NR    1,056,140
   200,000    Sacramento Unified School District Certificate of Participation, 4.60% due 2/1/19, Prerefunded     NR/NR6      199,978
   950,000    Sacramento MFHR, 5.875% due 2/1/08, put 2/1/03 (Fairways I Apartments Project;
              Insured: FNMA)                                                                                     NR/AAA      962,787
   450,000    San Diego County Regional Trans. Community Sales Tax Rev. Series A,
              6.125% due 4/1/98 (Escrowed to Maturity)                                                          AAA/AA-      465,813
   255,000    San Francisco City & County Agency Redevelopment Agency Lease Revenue, 0% due 7/1/00                 A/A-      209,942
   240,000    San Francisco City & County Agency Refunding Series Sec 8, 6.125%
              due 7/1/02 (Insured: MBIA / FHA)                                                                  Aaa/AAA      240,379
   700,000    San Francisco Unified School District Certificate of Participation, 8.10%
              due 7/1/98, pre-refunded 7/1/96 @ 102 (Civic Improvement Project)                                  A/AAA*      714,252
   400,000    San Jacinto IDA IDRB Series 1990, 7.20% due 6/1/98 (Edelbrock Foundry
              Corporation Project; LOC: Bank of America)                                                         NR/AA-      421,648
 2,000,000    San Joaquin County Certificate of Participation, 5.25% due 9/1/98 (General Hospital Project)         A/A-    2,008,820
 1,440,000    San Joaquin County Certificate of Participation, 5.60% due 9/1/00 (General Hospital Project)         A/A-    1,433,002
   895,000    San Joaquin County Certificate of Participation, 5.90% due 9/1/03 (General Hospital Project)         A/A-      876,509
 1,310,000    San Marcos Public Facility Authority Capital Improvement Series 1991, 0% due 1/1/99, ETM           Aaa/NR    1,167,446
   410,000    San Marcos Public Facility Authority Capital Improvement Series 1991, 0% due 1/1/00, ETM           Aaa/NR      348,217
   500,000    Santa Ana Community Red. Agency Tax Allocation Series 1989-B, 7.10% due 9/1/98                     NR/BB+      516,810
   500,000    Santa Cruz County Public Financing Authority Revenue Series C,
              7.00% due 8/1/96 (Escrowed to Maturity)                                                            NR/AAA      501,400
   315,000    Santa Monica Community College District Certificate of Participation, 7.65% due 5/1/01,
              put 11/1/97 (Rancho Corrales Project)                                                                NR/A      325,152
   810,000    Sonoma County Certificate of Participation Public Works Improvement Program,
              5.40% due 8/1/00 (Integrated Waste Project)                                                         NR/A+      831,449
   950,000    Sonoma County Certificate of Participation Public Works Improvement Program,
              5.80% due 8/1/03 (Integrated Waste Project)                                                         NR/A+      982,614
   150,000    South Coast Air Quality Management District Building Corporation
              Installment Sale Revenue, 9.75% due 8/1/98 (Escrowed to Maturity)                                 Aaa/AAA      166,783
 1,500,000    South Coast Local Education Angencies Pooled Tax & Revenue Anticipation Notes
              Series 1995-A, 5.00% due 8/14/96                                                                  NR/Sp1+    1,501,755
   700,000    Stanislaus Waste to Energy Finance Agency Solid Waste Facility Revenue Certificate,
              7.20% due 1/1/97 (Ogden Martin Systems Project)                                                   NR/BBB+      707,350
   250,000    Stanislaus Waste to Energy Finance Agency Solid Waste Facility Revenue Certificate,
              7.30% due 1/1/98 (Ogden Martin Systems Project)                                                   NR/BBB+      257,595
   340,000    Suisun City Redevelopment Agency 1990 Tax Allocation,
              7.20% due 10/1/01, pre-refunded 4/1/00                                                            *Aaa/A-      376,887
   500,000    Sulphur Springs Union School District General Obligation Series B, 5.70% due 3/1/01                  NR/A      520,305
   450,000    Sunline Transit Agency Certificate of Participation California Transit Finance Corporation
              Series A, 5.50% due 7/1/02                                                                           A/NR      459,913
   900,000    Sweetwater Union High School District Certificate of Participation, 6.40% due 11/1/01           Baa1/BBB+      948,447
   190,000    Temecula Community Services Certificate of Participation Series 1992,
              6.00% due 10/1/98 (Community Recreation Center Project)                                              NR/A      196,452
   200,000    Temecula Community Services Certificate of Participation Series 1992,
              6.00% due 10/1/99 (Community Recreation Center Project)                                              NR/A      207,938
   210,000    Temecula Community Services Certificate of Participation Series 1992,
              6.00% due 10/1/00 (Community Recreation Center Project)                                              NR/A      219,091
   255,000    Torrance Unified School District Certificate of Participation, 6.10% due 10/1/00                  Baa1/NR      257,741
   275,000    Trinity County Public Utilities District Certificate of Participation, 5.25% due 4/1/98           NR/BBB-      272,797
   290,000    Trinity County Public Utilities District Certificate of Participation, 5.50% due 4/1/99           NR/BBB-      285,253
   750,000    Turlock Irrigation District Certificate of Participation, 6.80% due 1/1/00, Prerefunded 1/1/98 @102
              (1991 Capital Improvements Project)                                                               Baa1/A-      796,658
   365,000    Turlock Irrigation District Certificate of Participation, 7.00% due 1/1/01, Prerefunded 1/1/98 @ 102
              (1991 Capital Improvements Project)                                                               Baa1/A-      388,765
   420,000    Turlock Irrigation District Certificate of Participation, 7.15% due 1/1/03, Prerefunded 1/1/98 @ 102
              (1991 Capital Improvements Project)                                                               Baa1/A-      448,262
 1,600,000    University of California Regents Certificate of Participation Series 1996,
              5.45% due 6/1/03 (Various Capital Projects; Insured: MBIA)                                        Aaa/AAA    1,647,296
   635,000    University of California Research Facilities Revenue, 11.00% due 9/1/98                             NR/A-      720,661
   870,000    University of California Research Facilities Revenue, 5.25% due 9/1/02                              NR/A-      874,028
   625,000    Vallejo Public Financing Authority Local Agency Revenue Series A, 5.00% due 9/2/98                  NR/A-      630,344
   500,000    West Covina Certificate of Participation, 5.90% due 9/1/96 (Civic Center Complex Project)            NR/A      501,910
   495,000    Yorba Linda Public Financing Authority Certificate of Participation,
              7.00% due 11/1/00 (Recycling Equipment Project)                                                      A/NR      512,097
 1,000,000    Yuba City Public Financing Authority Series 1991, 7.25% due 12/1/96                                 NR/NR    1,006,260


              TOTAL INVESTMENTS (Cost $93,458,998)                                                                       $94,887,493



                    * Indicates  rating on other debt issued by the same issuer,
                    rather  than  on  the  security  held  by  the  Fund.  These
                    securities  are deemed by the Adviser to be comparable  with
                    those of issuers having debt ratings in the 4 highest grades
                    by Moody's or S&P. +Credit ratings are unaudited.  See notes
                    to financial statements.

</TABLE>


To the Board of Directors and Shareholders
Thornburg  Limited Term Municipal Fund, Inc.  California Portfolio
Santa Fe, New Mexico


independent auditor's report


We have audited the accompanying statement of assets and liabilities,  including
the schedule of  investments,  of Thornburg  Limited Term Municipal Fund, Inc. -
California Portfolio as of June 30, 1996 the related statement of operations for
the year ended, the statement of changes in net assets for each of the two years
in the period then ended, and financial highlights for each of the five years in
the period then ended. These financial  statements and financial  highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

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  and  financial
highlights are free of material misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of June
30,  1996 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principals used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statement and financial  highlights  referred to
above  present  fairly,  in all  material  aspects,  the  financial  position of
Thornburg  Limited Term Municipal Fund,  Inc. - California  Portfolio as of June
30, 1996, and the results of its  operations,  the changes in its net assets and
the financial highlights for the periods indicated, in conformity with generally
accepted accounting principals.



/S/ McGladrey & Pullen, L.L.P.

New York, New York
July 26, 1996


The last page of this report shows the Thornburg Limited Term Municipal
Fund - California Portfolio - A shares total return in dollars vs.
Donoghue's Taxable Money Market Fund Avg. and California Tax Free Money Market
Fund Average on a $100,000.  investment on 7/1/91 through 6/30/96.

A hard copy of the graph is on file with the S.E.C.








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