THORNBURG LIMITED TERM MUNICIPAL FUND INC
N-30D, 1996-02-29
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                      Thornburg Limited Term Municipal Fund
                         California Portfolio-A Shares=
Outperformed Taxable and Tax - Free Money Market Funds

INVESTORS  SOMETIMES  ASK US TO COMPARE  LIMITED  TERM  MUNICIPAL  FUND TO MONEY
MARKET FUND RETURNS.  THESE INVESTMENTS HAVE CERTAIN DIFFERENCES,  AND INVESTORS
IN LIMITED TERM  MUNICIPAL  FUND TOOK MORE RISK THAN MONEY MARKET FUND INVESTORS
TO EARN THEIR  HIGHER  RETURNS= On  September  1, 1994  Thornburg  Limited  Term
Municipal Fund- California  Portfolio began offering Class C Shares of the Fund.
The chart  above is for the  Fund's  Class A Shares  only.  Class C Shares  have
different sales charges and expenses.  See the inside back cover page for the 30
day SEC yield and the total returns at the maximum offering prices for one year,
five years, and since inception for each class of shares of the Fund.



In this space,  we showed a graph  depicting  total dollar  return  (increase in
investment)  based on a $100,000.00  investment.  We compared total returns from
three separate investments from 2/19/87 through 12/31/95 and included applicable
sales charges and fund expenses.

The three  investments  used in the  comparison  were  Donoghue's  Taxable Money
Market Fund Average,  California  Tax Free Money Market Fund Average,  & Limited
Term Municipal Fund, Inc. -California Portfolio-(A shares).

The returns for each  investment  (on top of the original  $100,000.00)  were as
follows:

Donoghue's Taxable Money Market Fund Average:                          $34,017

California Tax Free Money Market Fund Average:                         $38,173

Limited Term Municipal Fund, Inc. -California Portfolio-(A shares):    $68,076

Note 1:  Future  increases,  if any,  of any of  these  investments  may bear no
relationship  to prior  increases.  Quotations  for the money fund  averages are
based upon 30 day yield  quotations  for taxable and  tax-exempt  money funds as
quoted  in  "Donoghue's  Money  Fund  Report"  for the  months  covered  by this
analysis.  The increase for the Class A Shares of Limited Term  Municipal Fund -
California  Portfolio is based upon the dividends paid for the months covered by
this analysis,  the beginning  offering price at $12.38 per share and the ending
NAV at $12.78  per  share.  These  investments  returned  the  $100,000  initial
investment in addition to the amounts shown above.

Note 2: This  analysis  does not take into  account the  effect,  if any, of the
federal  alternative  minimum  tax.  This  analysis  assumes the income from the
taxable  money fund was taxed at a 31% federal tax rate through 1992 and a 39.6%
rate from 1993 to 1995.  It also assumes that the income from the taxable  money
fund is taxed by the state of  California at 11%. The portion of the increase of
Limited Term Municipal Fund, California Portfolio  representing  appreciation of
the  share  price is  assumed  to be taxed  at a 28%  federal  tax rate and a11%
California  tax rate.  The average money market fund  increases  shown above may
differ from the return of a particular  money market fund. It is not possible to
invest in these money fund averages.

Note 3: The net asset value of the money funds did not fluctuate.  The net asset
value of the  Class A Shares  of LTCAX  did  vary  from  time to time,  and will
continue to vary in the future.  The analysis assumes that the investor received
the net asset value of the shares owned,  plus accrued income,  at time of sale.
Due to the effect of sales commissions,  the net asset value of the Limited Term
Municipal  Fund's Class A Shares is less than the offering  price of the shares.
Redemptions  are made at the then  current  net asset value which may give you a
gain or loss when you sell your shares.

Note 4: This analysis  assumes that the dividends from each of these  investment
vehicles  were  reinvested  and  compounded  monthly.  Most money funds  declare
dividends daily and pay them monthly.  Limited Term Municipal Fund also declares
dividends daily and pays them monthly.


Dear Shareholder:

1995  continued  a period of change in the bond  market.  After  rising to their
highest levels in several years in November  1994,  interest rates fell steadily
during  1995.  The net asset value of  Thornburg  Limited  Term  Municipal  Fund
California  Portfolio A shares  increased  64 cents per share to $12.78 over the
year. If you were with us for the entire period,  you received dividends of 58.5
cents per share. If you reinvested  your dividends,  you received 59.7 cents per
share.  Investors who owned C Shares  received  dividends of 51.3 and 52.3 cents
per share, respectively.

In recent months,  the Federal  Reserve has lowered the target interest rate for
overnight  loans  between banks three times.  The current level is 5.25%.  These
drops in short  interest  rates in the U.S.  have been  matched or  exceeded  by
interest rate decreases in virtually every developed  economy in the world. Does
this matter to you? It does if you have large amounts of money invested in money
market funds or short maturity bank  deposits.*  Taken as a group,  investors in
the U.S.  increased  their  holdings  of money  funds and bank  certificates  of
deposit by  approximately  $340  billion in 1995.  This is a 19% increase in one
year!  As I write  this  letter,  the  income  earned  by those  investments  is
dropping,  with no  corresponding  increase  in the  market  value of the  funds
invested.

Your Limited Term Municipal Fund  portfolio  currently  holds over 130 municipal
obligations from California municipal borrowers.  Approximately 83% 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 4 years, and we always keep it below
5 years.  Percentages of the portfolio maturing within each of the next 10 years
are summarized on the next page:

*Money market funds seek to maintain a stable $1 net asset value.  Bank deposits
are usually  insured by the FDIC.  Their  principal value does not fluctuate and
their  yield is often  fixed at the time of  deposit.  The yields and  principal
value of your fund varies over time.

            % of portfolio maturing within    Cumulative % maturing by end of

                          1 year = 16%         year 1  =  16%
                   1 to  2 years =  9%         year 2  =  25%
                   2 to  3 years = 15%         year 3  =  40%
                   3 to  4 years = 17%         year 4  =  57%
                   4 to  5 years = 15%         year 5  =  72%
                   5 to  6 years =  9%         year 6  =  81%
                   6 to  7 years = 11%         year 7  =  92%
                   7 to  8 years =  4%         year 8  =  96%
                   8 to  9 years =  3%         year 9  =  99%
                   9 to 10 years =  1%         year 10 = 100%

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 December 31, 1995.** 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.

Your portfolio includes no direct uninsured  obligations of Orange County or any
other  borrower  that  has had its bond  rating  lowered  due to the  investment
debacle  there.  Headlines  associated  with  consequences  of  the  unfortunate
financial  speculation by the Orange County treasurer's office have overshadowed
steady  improvement in the overall  economy of California.  In conjunction  with
better expense control,  this  improvement has stabilized the state's  finances.
Some of the state's  financial  improvement has come at the expense of local and
county governments.  We have attempted to avoid municipal  obligations that will
be materially impacted by these expense cutbacks.

We believe the investment program of your fund is a thoroughly sensible one over
time. At today's  market  prices and yields to maturity,  the kinds of bonds you
own in this fund look  attractive  to me.  Thank you for  investing in Thornburg
Limited Term Municipal Fund.

Sincerely,



Brian J. McMahon
Managing Director

**Source:  The Wall  Street  Journal,  January  5,  1996.  Performance  data are
supplied by Lipper Analytical Services, Inc., and reflect performance for the 1,
3, and 5 year periods  ending  December 31, 1995. 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 December 31,
1995, 54, 26 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.


s t a t e m e n t  o f  a s s e t s  a n d  l i a b i l i t i e s
Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
December 31, 1995
(unaudited)

ASSETS

Investments, at value (cost $ 97,171,442)      $ 99,741,793
Cash                                                732,263              
Receivable  for fund
shares sold                                           9,618                   
Interest receivable                               1,830,438
Prepaid expenses and other assets                    34,324

               TOTAL ASSETS                     102,348,436               

LIABILITIES

Payable for securities purchased                  1,113,295
Dividends payable                                   131,000              
Payable for fund
shares redeemed                                     217,900
Accounts payable and accrued expenses                47,610
Accounts payable investment adviser (Note 3)         88,838                   
                   
               TOTAL LIABILITIES                  1,598,643
NET ASSETS
                                              $ 100,749,793
NET ASSET VALUE:

Class A Shares:
Net asset value and redemption price per share
($ 99,415,158 applicable to 7,776,901 shares of 
beneficial interest outstanding - Note 4)           $ 12.78

Maximum sales charge, 2.50% of offering
price (2.57% of net asset value per share)              .33               
              Maximum Offering Price Per Share      $ 13.11                   
Class C Shares:
Net asset value and offering price per share*
($ 1,334,635 applicable to 104,312 shares of 
beneficial interest outstanding - Note 4)           $ 12.79

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

s t a t e m e n t  o f  o p e r a t i o n s
Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
Six Month Period Ended December 31, 1995
(unaudited)

INVESTMENT INCOME
Interest income (net of premium amortized
     of $ 113,467) ...............................   $ 2,811,627


EXPENSES
Investment advisory fees (Note 3) ................       375,991
Distribution and service fees  (Note 3):
    Class A Shares ...............................        61,775
    Class B Shares ...............................         1,170
    Class C Shares ...............................         3,292
Transfer agent fees ..............................        39,592
Custodian fees ...................................        33,005
Professional fees 16,882
Other expenses ...................................         8,863

          TOTAL EXPENSES .........................       540,570
Less:
   Investment advisory fees deferred by
         investment adviser  (Note 3) ............       (28,521)
  Expenses assumed by investment adviser (Note 3)         (6,803)


          NET EXPENSES ...........................       505,246

          NET INVESTMENT INCOME ..................     2,306,381


REALIZED AND UNREALIZED
GAIN ON INVESTMENTS - NOTE 5
Net realized gain on investments sold ............        25,848
Increase in unrealized appreciation of investments     1,338,302
          NET REALIZED AND UNREALIZED
              GAIN ON INVESTMENTS ..........           1,364,150

          NET INCREASE IN NET ASSETS RESULTING
              FROM OPERATIONS ....................   $ 3,670,531

See notes to financial statements ................

s t a t e m e n t s  o f  c h a n g e s  i n  n e t  a s s e t s
Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
(unaudited)

                               Six Month Period           Year Ended
                              Ended December 31, 1995     June 30, 1995
- -----------------------------------------------------------------------
INCREASE (DECREASE) IN
NET ASSETS FROM:

OPERATIONS:
Net investment income              $ 2,306,381              $ 4,907,357
Net realized gain (loss) on 
investments sold                        25,848                ( 481,286)     
Increase in unrealized
     appreciation of investments     1,338,302                  406,462

      NET INCREASE IN NET ASSETS
      RESULTING FROM OPERATIONS      3,670,531                4,832,533

DIVIDENDS TO SHAREHOLDERS:
From net investment income                                                 
     Class A Shares                 (2,277,250)              (4,870,883)
     Class B Shares                     (6,799)                 (13,254)
     Class C Shares                    (22,332)                 (23,220)


FUND SHARE TRANSACTIONS-- (Note 4)                                           
     Class A Shares                   (770,662)             (12,810,506)
     Class B Shares                   (594,362)                 582,859
     Class C Shares                    530,192                  799,527

NET INCREASE(DECREASE)IN NET ASSETS    529,318              (11,502,944)

NET ASSETS:
     
     Beginning of period           100,220,475              111,723,419
     End of period               $ 100,749,793            $ 100,220,475

See notes to financial statements.

n o t e s  t o  f i n a n c i a l  s t a t e m e n t s
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 as follows:  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 B shares were sold at net asset value  without a sales  charge at the
time of purchase,  but were subject to a contingent  deferred  sales charge upon
redemption,  and bore both a service fee and a  distribution  fee, (iii) Class C
shares  are  sold at net  asset  value  without  a sales  charge  at the time of
purchase,  but, effective October 2, 1995, are subject to a contingent  deferred
sales charge upon redemption  within one year, and bear both a service fee and a
distribution  fee, and (iv) the respective  classes have different  reinvestment
privileges.  Additionally,  each Fund 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 period ended December 31, 1995 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.

n o t e s  t o  f i n a n c i a l  s t a t e m e n t s  (continued)

Thornburg Limited Term  Municipal Fund, Inc. - California Portfolio

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 at annual  rates  ranging from 3/4
of 1% to 4/10 of 1% of the average daily net assets of the Portfolio.

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 period ended December 31, 1995,
the  Adviser  voluntarily  deferred a portion  of its  investment  advisory  fee
amounting  to $ 28,521 and assumed  certain  operating  expenses  amounting to $
6,803.

The Fund has an  underwriting  agreement with Thornburg  Securities  Corporation
(the "Distributor"),  which acts as the Distributor of Portfolio shares. For the
period ended December 31, 1995, the Distributor earned commissions aggregating $
6,588 from the sale of Class A shares, and collected  contingent  deferred sales
charges  aggregating $ 2,845 and $ 1,070 from  redemptions of Class B shares and
Class C shares of the Fund, respectively.

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 .125 of
1% per annum of the average net assets of the Class A shares of the Fund and .25
of 1% per annum of the  average  net assets of the Class B and Class C 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 period ended December 31, 1995 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.

n o t e s  t o  f i n a n c i a l  s t a t e m e n t s  (continued)
Thornburg Limited Term Municipal Fund, Inc. - California Portfolio

Note 4 - SHARES OF BENEFICIAL INTEREST:

At December  31,  1995,  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 $ 99,083,814.  Transactions in shares of beneficial
interest were as follows:

                               Six Month Period             Year Ended      
                         Ended December 31, 1995            June 30, 1995
                              -----------------             -------------

Class A Shares               Shares        Amount         Shares        Amount

Shares sold                   579,747 $ 7,359,688      1,016,756  $ 12,634,104
Shares issued to shareholders
   in reinvestment of
   distributions              114,797   1,458,671        224,628     2,785,930
Shares repurchased           (756,153) (9,589,021)    (2,292,000)  (28,230,540)

Net Decrease                  (61,609) ($ 770,662)    (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                    63,010   $ 801,879        149,655   $ 1,864,152
Shares issued to shareholders
   in reinvestment of
   distributions                1,754      21,432          1,636        20,266
Shares repurchased            (23,019)   (293,119)       (88,724)   (1,084,891)

Net Increase                   41,745   $ 530,192         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  $15,064,864  and
$16,163,873,  respectively.  The cost of  investments  is the same for financial
reporting and Federal  income tax purposes.  At December 31, 1995, the aggregate
gross unrealized appreciation and depreciation, based on cost for Federal income
tax purposes, were $2,867,656 and $297,305, respectively.

Accumulated  net  realized  losses from  security  transactions  included in net
assets at December 31, 1995 aggregated $930,219.

For Federal  income tax  purposes,  the  Portfolio  has  realized  capital  loss
carryforwards  of $930,219  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, 1996 - $11,188,  June 30, 1997 - $47,162, 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.

f i n a n c i a l   h i g h l i g h t s
Thornburg Limited Term Municipal Fund, Inc. -  California Portfolio

Per share operating performance
(for a share outstanding
throughout the period)
                        Six Month Period
                      Ended December 31,      Year Ended June 30,
                       ------------------     -------------------
                             1995       1995     1994     1993    1992     1991
                       ---------------------------------------------------------
                          (unaudited)
Class of Shares:               A          A        A        A      A         A
                       
Net asset value, 
beginning of period        $12.61     $12.57   $12.85  $12.48  $12.24    $12.11
Income from investment 
operations:
Net investment income         .29        .58      .58     .65     .72       .75
Net realized and unrealized
    gain(loss)on investments  .17        .04     (.28)    .37     .24       .13
Total from investment 
operations                    .46        .62      .30    1.02     .96       .88
Less dividends from:
    Net investment income    (.29)      (.58)    (.58)   (.65)   (.72)     (.75)
Change in net asset value     .17        .04     (.28)    .37     .24       .13

Net asset value, 
end of period              $12.78     $12.61   $12.57  $12.85  $12.48    $12.24

Total return (a)             3.72%      5.12%    2.37%   8.36%   8.10%     7.45%

Ratios/Supplemental Data Ratios to average net assets:
Net investment income        4.61% (b)  4.69%    4.51%   5.07%   5.80%     6.08%
Expenses, after 
expense reductions           1.00% (b)  1.00%    1.00%   1.00%   1.00%     1.00%
Expenses, before 
expense reductions           1.05% (b)  1.04%    1.03%   1.06%   1.10%     1.20%

Portfolio turnover rate     15.30%     18.54%   15.26%  20.81%  30.56%    39.66%
Net assets
    at end of period (000) $99,415   $98,841 $111,723 $81,874  $53,130   $33,487


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



Thornburg Limited Term Municipal Fund, Inc. -  California Portfolio

Per share operating performance
(for a share outstanding
throughout the period) (continued)                       Period from
                         Six Month Period                Sept. 1, 1994 (a)
                         Ending December 31,             to June 30,
                         1995                            1995
                         ----                            -----
                         (unaudited)
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          .26              .43          .42
Net realized and unrealized
   gain(loss)on investments  .06          .17              .07          .07
Total from investment
operations                   .19          .43              .50          .49
Less dividends from:
   Net investment income    (.13)        (.26)            (.43)        (.42)
Change in net asset value    .06          .17              .07          .07

Net asset value, 
end of period             $12.68       $12.79           $12.62       $12.62

Total Return (b)            1.59%        3.45%            3.99%        3.98%

Ratios/Supplemental Data Ratios to average net assets:
Net investment income       4.11% (c)    4.10% (c)        4.10% (c)    4.07% (c)
Expenses, after 
expense reductions          1.62% (c)    1.50% (c)        1.60% (c)    1.63% (c)
Expenses, before 
expense reductions          3.63% (c)    3.12% (c)        4.51% (c)    3.21% (c)
Portfolio turnover rate    15.30%       15.30%           18.54%       18.54%
Net assets
    at end of period (000)  $0         $1,335             $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.
(c)  Annualized.
 *   On September 28, 1995, all Class B shares were converted into
     Class A shares.


s c h e d u l e  o f   i n v e s t m e n  t s
Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
December 31, 1995    CUSIPS:  Class A - 532-723-202, Class B - 532-723-608,
                              Class C - 532-723-707
                     NASDAQ Symbols:  Class A - LTCAX

Principal                                                   Credit Rating+
Amount         Issuer-Description                           Moody's/S&P    Value

$ 615,000      Alameda-Contra Costa Transit District Refunding 
               Certificate of Participation Series 1989, 
               7.20% due 8/1/00                             Baa/BBB-   $ 669,637
  370,000      Albany Public Facilities Financing Authority
               Lease Revenue, 6.60% due 9/1/00 (Library 
               Community Center Project)                    Baa1/NR      395,156
  230,000      Antioch Unified School District Certificate of 
               Participation, 0% due 7/1/05 
               (Insured: FSA)                               Aaa/AAA      125,868
   15,000      Belmont Curtis Creek School Boards Association Financing 
               Corporation Certificate of Participation, 7.50% 
               due 3/1/96 (Capital Outlay Financing 
               Program Project)                             NR/NR         15,092
1,300,000      Berkeley Health Facility Revenue Refinancing Series A, 
               5.70% due 12/1/98 (Alta Bates Medical 
               Center Project)                              Baa/BBB+   1,308,606
  500,000      California Counties Lease Finance Authority 
               Certificate of Participation, 
               7.30% due 10/1/98                            A/NR         506,815
  500,000      California Educational Facilities Authority 
               Revenue Series 1993, 5.15% due 9/1/03 
               (Santa Clara University Project)             A1/NR        518,230
  840,000      California HFA Home Ownership and Improvement Series A, 
               0% due 2/1/04 (Insured: FHA/VA)              Aa/AA-       496,003
  670,000      California HFA Revenue Series 1985-B, 9.875% 
               due 2/1/17                                   A2/AA-       709,510
   30,000      California HFA Single Family Mortgage Revenue Series 
               1982-A, 10.00% due 2/1/02 (LOC: Citibank)    Aa/AA-        30,167
  145,000      California HFA Revenue Series 1990-A, 0%
               due 8/1/01                                   Aa/AA-        98,074
  550,000      California HFA, 6.40% due 9/1/98 (San Gabriel Hospital 
               Project; Insured: Cal. Mortgage)             NR/A         561,000
  500,000      California HFA, 7.80% due 7/1/06 (Episcopal Homes 
               Project; Insured: Cal. Mortgage)             NR/A         516,330
1,000,000      California HFA Secured Revenue Series 1991, 6.65% due 9/1/01
               (Good Samaritan Hospital Project)            A/A-       1,074,910
  505,000      California HFA Financing Authority, 5.25% 
               due 8/1/00 (Marin General Hospital 
               Project; Insured: FSA)                       Aaa/AAA      527,760
1,090,000      California Public Capital Improvement Finance Auth. 
               Rev. Series 1988-E, 8.25% due 3/1/98         Baa/NR     1,170,780
1,000,000      California State General Obligation, 6.50% 
               due 10/1/99                                  A1/A       1,083,760
  232,713      California State Veterans General Obligation Bonds 
               Amortizing Coupon M-COATES,7.30% due 10/1/01 *Aaa/AAA*    253,839
1,000,000      California Veterans Affairs Home Purchase Revenue Series A, 
               7.40% due 8/1/97                             Aa/A+      1,049,270
  250,000      California Veterans Affairs Home Purchase Revenue Series A, 
               7.50% due 8/1/98                             Aa/A+        269,325
1,390,000      California Veterans Affairs Home Purchase Revenue Series A, 
               6.55% due 8/1/01                             Aa/A+      1,462,183
1,000,000      California State Public Works Board Lease Revenue Regents 
               of University of California Series 1993-B,
               4.625% due 6/1/00                            A1/A-      1,006,520
  850,000      California State University Revenue, 
               6.40% due 11/1/02                            A1/A-        931,107
  825,000      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         868,717
1,000,000      California Statewide Community Development Authority 
               Certificate of Participation, .58%(inverse floater)
               due 1/1/00 (Motion Picture and Television Fund Project; 
               Insured: AMBAC)                              Aaa/AAA      946,820
1,000,000      California Statewide Community Development Authority 
               Certificate of Participation, .87%(inverse floater) 
               due 1/1/01 (Motion Picture and Television Fund Project;
               Insured: AMBAC)                              Aaa/AAA      930,140
  130,000      Cerritos-Compton Glendale College District General 
               Obligation Certificate of Participation, 
               8.00% due 2/1/98                             NR/NR        138,593
1,925,000      Chula Vista Variable Rate Multifamily Housing Refunding 
               Revenue Series 1985, 5.75%  due  11/1/07,
               put  11/1/97  (Eucalyptus  Grove  Project; Contintal  
               Casualty  Surety  Bond)                      NR/A+      1,943,673
  250,000      Clovis & Fresno Unified  School  District  Certificate  
               of  Participation  Series A, 6.70% due 5/1/97NR/A         254,217
  660,000      Cupertino Public Facilities Corporation Certificate of 
               Participation Series 1992-B, 5.60% due 7/1/00A1/A+        690,954
2,000,000      Desert Sands Unified School District Certificate of 
               Participation Measure O Series C, 4.50%
               due 3/1/99                                   A/NR       1,982,420
   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         60,900
  350,000      Foothill-De Anza Community College District Certificate of
               Participation, 7.35% due 3/1/07              NR/A-        396,347
  240,000      Franklin McKinley School District Refunding Certificate of 
               Participation Series 1993, 5.80% due 5/1/01  Baa1/NR      245,234
  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-        600,840
  560,000      Fruitvale School District Certificate of Participation, 
               7.60% due 6/1/99                             Baa/NR       610,204
  140,000      Garden Grove Community Development, 7.25% due 6/1/96 
               (Escrowed to Maturity)                       NR/AAA       142,209
2,000,000      Glendale Hospital Revenue Refunding Series 1994, 7.625% 
               due 1/1/05 (Verdugo Hills Project; 
               LOC: Industrial Indemnity)                   NR/A+      2,185,760
  200,000      Hayward Unified School District Certificate of 
               Participation, 7.60% due 10/1/00             Baa/NR       213,506
  200,000      Hermosa Beach Lynwood and Vernon Certificate of 
               Participation, 7.10% due 9/1/99, 
               partially pre-refunded                       NR/BBB       210,968
2,895,000      Huntington Beach City School District 1995 Capital 
               Certfificates, 6.25% due 4/1/97              NR/NR      2,905,364
  800,000      Industry Industrial Revenue Refunding, 7.00% due 12/1/00, 
               put 12/1/99 (Camco Chemical Project; 
               LOC: Provident Bank)                         *A/A*        799,936
  605,000      Inglewood Certificate of Participation, 6.70% due 8/1/00 
               (Civic Center Improvement Project)            A/BBB       651,809
  635,000      Inglewood Certificate of Participation, 6.80% due 8/1/01 
               (Civic Center Improvement Project)           A/BBB        690,613
  690,000      Inglewood Certificate of Participation, 6.90% due 8/1/02 
               (Civic Center Improvement Project)            A/BBB       736,078
  360,000      Irvine Ranch Water District Joint Powers Agency Revenue, 
               7.00% due 2/15/98                            NR/A+        370,382
  480,000      Lake Elsinore Public Financing Authority Tax Allocation 
               Revenue Series 1992-C, 6.15% due 2/1/01 
               (Insured: FGIC)                              Aaa/AAA      518,131
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/SP1     1,982,700
1,500,000      Los  Angeles   Equipment   Acquisition   Program  L  
               Certificate   of Participation,  
               5.80% due 12/1/98                            A/A+       1,554,030
1,000,000      Los Angeles Municipal Improvement Corporation Lease 
               Revenue, 5.00% due 2/1/00                    A/A+       1,011,810
1,500,000      Los Angeles  Unified School  District  Certificate of 
               Participation,  6.30% due 6/1/02             A/A-       1,625,610
1,000,000      Los Angeles County Certificate of Participation
               Mobile Digital Comm., 7.70% due 7/15/01      Baa1/BBB+  1,017,110
  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-        357,479
1,245,000      Los Angeles County Pension Obligation Certificate of 
               Participation, 6.875% due 6/30/07, 
               refunding pending 6/30/96                    Baa1/BBB+  1,285,973
1,000,000      Los Angeles County Transit Finance Corporation Certificate of 
               Participation Series 1992-B, 5.70% due 7/1/99A1/A+      1,042,790
  100,000      Los Angeles County Compton Civic Center Courthouse Facility 
               Revenue, 7.75% due 10/1/96                   Baa1/A       100,475
  250,000      Lynwood Unified School District Certificate of Participation, 
               7.20% due 11/1/98 
               (Capital Improvement Project)                Baa/NR       260,483
2,000,000      MSR Public Power Agency Series 1987 C, 6.70% due 7/1/02 
               (San Juan Project)                           A/A        2,080,300
  200,000      Midpeninsula Regional Open Space District Certificate of 
               Participation, 7.20% due 9/1/00, 
               refunded 9/1/99                              *Aaa/A       224,514
  360,000      Midpeninsula Regional Open Space District Certificate of 
               Participation, 4.75% due 9/1/99              NR/A         365,796
  460,000      Midpeninsula Regional Open Space District Certificate of 
               Participation, 4.80% due 9/1/00              NR/A         468,055
1,230,000      Morgan Hill Unified School District Certificate of 
               Participation Series 1993, 4.70% due 8/1/98  A1/NR      1,245,191
1,000,000      Morgan Hill Unified School District Certificate of 
               Participation Series 1993, 4.80% due 8/1/99  A1/NR      1,016,760
  835,000      Morgan Hill Unified School District Certificate of 
               Participation Series 1993, 5.00% due 8/1/00  A1/NR        855,583
  630,000      Mountain View Shoreline Reg. Park Community Tax Allocation 
               Series 1993-A, 4.50% due 8/1/98              A/A          628,457
  660,000      Mountain View Shoreline Reg. Park Community Tax Allocation 
               Series 1993-A, 4.70% due 8/1/99              A/A          654,608
  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      853,918
  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      535,985
  330,000      New Haven Unified School District Certificate of Participation, 
               7.30% due 12/1/01                            NR/A-        355,951
  355,000      New Haven Unified School District Certificate of Participation, 
               7.30% due 12/1/02                            NR/A-        381,994
  380,000      New Haven Unified School District Certificate of Participation, 
               7.40% due 12/1/03                            NR/A-        408,485
  410,000      New Haven Unified School District Certificate of Participation, 
               7.40% due 12/1/04                            NR/A-        439,577
  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         964,036
1,100,000      Orange County Refunding Recovery, 5.10% due 6/1/02 
               Insured: MBIA)                               Aaa/AAA    1,134,441
1,000,000      Orange County Refunding Recovery, 5.20% due 6/1/03 
               (Insured: MBIA)                              Aaa/AAA    1,033,520
2,000,000      Orange County Refunding Recovery, 6.50% due 6/1/04 
               (Insured: MBIA)                              Aaa/AAA    2,239,060
  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        380,603
  900,000      Orange County Local Transportation Authority Sales Tax Rev., 
               5.50% due 2/15/01 (Measure M 
               Sales Tax Project)                           Aa/AA        933,246
1,000,000      Orange County Local Transportation Authority Sales Tax Revenue 
               2nd Series, .62% (inverse floater) due 2/15/99 
               (Insured: FGIC)                              Aaa/AAA      948,020
1,425,000      Oxnard Harbor District Refunding Revenue, 6.60% due 8/1/00 
               (Capital Guaranty)                           Aaa/AAA    1,561,914
  300,000      Oxnard IDA IDRB, 9.50% due 10/1/97 (Green Foods Project;
               LOC: Mitsubishi Bank Ltd.)                   Aa3/NR       307,104
  100,000      Perris School District Certificate of Participation, 5.10% 
               due 3/1/00 (Insured: FSA)                    Aaa/AAA      103,561
1,000,000      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+      1,006,690
  150,000      Riverside Certificate of Participation, 8.00%
               due 10/1/96                                  Baa1/A-      154,372
  100,000      Riverside County Housing Authority Revenue Series A, 7.50% 
               due 10/1/96                                  Baa/NR       101,111
  465,000      Riverside County Housing Authority Revenue Series A, 7.75% 
               due 10/1/00                                  Baa/NR       478,978
  295,000      Sacramento Financing Authority Series 1991, 6.30% 
               due 11/1/02                                  A1/A+        323,757
  550,000      Sacramento Municipal Utility District Electric Refunding 
               Revenue Series R, 6.60% due 2/1/97           A/A-         566,896
1,000,000      Sacramento Regional Transportation Authority Certificate of 
               Participation, 6.00% due 3/1/99              A1/NR      1,048,810
1,000,000      Sacramento Regional Transportation Authority Certificate of 
               Participation, 6.25% due 3/1/01              A1/NR      1,078,440
1,700,000      Sacramento Unified School District Certificate of 
               Participation, 4.60% due 2/1/19, put 8/1/96  NR/NR      1,705,814
  960,000      Sacramento MFHR, 5.875% due 2/1/08, put 2/1/03 (Fairways I 
               Apartments Project;Insured: FNMA)            NR/AAA       975,485
  500,000      San Diego Open Space Park Facilities, 
               8.00% due 1/1/96                             Aaa/AA+      500,120
2,000,000      San Diego Unified School District Public School Building 
               Corporation Certificate of Participation Series 1993-B, 
               4.40% due 7/1/99                             Aa/AA-     2,021,360
  450,000      San Diego County Regional Trans. Community Sales Tax Rev. 
               Series A, 6.125% due 4/1/98 
               (Escrowed to Maturity)                       AAA/AA-      471,186
  250,000      San Francisco City & County Agency Refunding Series Sec 8, 
               6.125% due 7/1/02 (Insured: MBIA / FHA)      Aaa/AAA      250,560
  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*       729,386
  590,000      San Jacinto IDA IDRB Series 1990, 7.20% due 6/1/98 
               (Edelbrock Foundry Corporation Project; 
               LOC: Bank of America)                        NR/AA-       633,855
2,000,000      San Joaquin County Certificate of Participation, 5.25% 
               due 9/1/98 (General Hospital Project)        A/A-       2,019,680
1,440,000      San Joaquin County Certificate of Participation, 5.60% 
               due 9/1/00 (General Hospital Project)        A/A-       1,454,587
  895,000      San  Joaquin  County  Certificate  of  Participation,  5.90%
               due 9/1/03 (General  Hospital  Project)      A/A-         900,397
1,310,000      San Marcos Public  Facility Authority Capital  Improvement  
               Series 1991, 0% due 1/1/99, ETM              Aaa/NR     1,116,801
  410,000      San Marcos Public Facility Authority Capital  Improvement Series 
               1991, 0% due 1/1/00, ETM                     Aaa/NR       330,169
1,305,000      San Marcos Public Facility Authority Capital Improvement
               Series 1991, 0% due 7/1/00, ETM              Aaa/NR     1,022,872
  500,000      Santa Ana Community Red. Agency Tax Allocation Series 1989-B, 
               7.10% due 9/1/98                             NR/BBB+      517,820
  500,000      Santa Cruz County Public Financing Authority Revenue 
               Series C, 7.00% due 8/1/96 
               (Escrowed to Maturity)                       NR/AAA       509,205
  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         329,106
  810,000      Sonoma County Certificate of Participation Public Works 
               Improvement Program, 5.40% due 8/1/00 
               (Integrated Waste Project)                   NR/A+        849,463
  950,000      Sonoma County Certificate of Participation Public Works 
               Improvement Program, 5.80% due 8/1/03 
               (Integrated Waste Project)                   NR/A+        997,718
  150,000      South Coast Air Quality Management District Building 
               Corporation Installment Sale Revenue, 9.75% due 8/1/98 
               (Escrowed to Maturity)                       Aaa/AAA      171,169
2,500,000      South Coast Local Education Agencies  Pooled Tax & Revenue 
               Anticipation Notes Series 1995-A, 
               5.00% due 8/14/96                            NR/SP1+    2,514,900
  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+      716,919
  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+      261,765
  340,000      Suisun City Redevelopment Agency 1990 Tax Allocation,
               7.20% due 10/1/01, pre-refunded 4/1/00       *Aaa/A-      383,190
  500,000      Sulphur Springs Union School District General Obligation Series 
               B, 5.70% due 3/1/01                          A/NR         531,595
  450,000      Sunline Transit Agency Certificate of Participation 
               California Transit Finance Corporation Series A, 
               5.50% due 7/1/02                             A/NR         470,488
  900,000      Sweetwater Union High School District Certificate of 
               Participation, 6.40% due 11/1/01             Baa1/BBB+    965,214
  190,000      Temecula Community Services Certificate of Participation 
               Series 1992, 6.00% due 10/1/98 (Community Recreation 
               Center Project)                              NR/A         198,495
  200,000      Temecula Community Services Certificate of Participation 
               Series 1992, 6.00% due 10/1/99 (Community Recreation
               Center Project)                              NR/A        211,022
  210,000      Temecula Community Services Certificate of Participation 
               Series 1992, 6.00% due 10/1/00 (Community Recreation 
               Center Project)                              NR/A         223,518
  255,000      Torrance Unified School District Certificate of 
               Participation, 6.10% due 10/1/00             Baa1/NR      261,403
  275,000      Trinity County Public Utilities District Certificate of 
               Participation, 5.25% due 4/1/98              NR/BBB-      273,248
  290,000      Trinity County Public Utilities  District  Certificate of 
               Participation, 5.50%  due  4/1/99            NR/BBB-      286,749
  750,000      Turlock Irrigation District Certificate of Participation, 
               6.80% due 1/1/00 (1991 Capital 
               Improvements Project)                        Baa1/A-      796,687
  365,000      Turlock Irrigation District Certificate of Participation, 
               7.00% due 1/1/01 (1991 Capital 
               Improvements Project)                        Baa1/A-      387,842
  420,000      Turlock Irrigation District Certificate of Participation, 
               7.15% due 1/1/03 (1991 Capital 
               Improvements Project)                        Baa1/A-      445,523
  635,000      University of California Research Facilities Revenue, 
               11.00% due 9/1/98                            NR/A-        744,404
  870,000      University of California Research Facilities Revenue, 5.25% 
               due 9/1/02                                   NR/A-        896,570
  625,000      Vallejo Public Financing Authority Local Agency Revenue 
               Series A, 5.00% due 9/2/98                   NR/A-        633,537
  500,000      West Covina Certificate of Participation, 5.90% due 9/1/96 
               (Civic Center Complex Project)               NR/A         507,875
  495,000      Yorba Linda Public Financing Authority Certificate of
               Participation, 7.00% due 11/1/00 
               (Recycling Equipment Project)                A/NR         524,616
1,000,000      Yuba City Public Financing Authority Series 1991, 
               7.25% due 12/1/96                            NR/NR      1,007,530

               TOTAL INVESTMENTS (Cost $97,171,442)                 $ 99,741,793



* 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.







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