THORNBURG LIMITED TERM MUNICIPAL FUND INC
N-30D, 1996-08-28
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Thornburg Limited Term Municipal Fund, Inc. - National Portfolio 
Class Shares
                                Thornburg                    Thornburg
                         Limited Term Municipal       Limited Term Municipal
as of 6/30/96                 Fund-National                Fund-National
                                A Shares                     C Shares

SEC Yield                         4.19%                        3.89%
Taxable Equiv. Yields             6.94%                        6.44%
NAV                              $13.35                       $13.37
Max. Offering Price              $13.69                       $13.37


as of 6/30/96
1 Year                            2.01%                        4.05%
5 Years                           5.48%                         NA
10 Years                          6.30%                         NA
Since Inception                  7.09%                         4.54%
Inception Date                  (9/28/84)                    (9/1/94)


If you like the Thornburg Limited Term Municipal Fund- National  Portfolio,  you
might be  interested  in the  Thornburg  Limited  Term U.S.  Government  Fund, a
managed  portfolio  of   short/intermediate   obligations  issued  by  the  U.S.
Government or by its agencies or  instrumentalities,  or Thornburg  Limited Term
Income  Fund  which  invests  in   short/intermediate   investment   grade  debt
obligations.  These Funds may be  particularly  suitable  for your IRA,  Pension
Plan,  or Profit  Sharing Plan.  You might also be interested in the  California
Portfolio of the Fund or in the Thornburg  Intermediate Municipal Fund which has
a National  Portfolio,  a New Mexico Portfolio,  and a Florida Portfolio.  These
Funds offer  investors  the ability to earn  tax-exempt  dividends  from managed
portfolios of short or intermediate  municipal  bonds.  (Interest  income may be
subject to some state and local  taxes.  Consult  with your tax advisor for your
tax status.)

You can find the Thornburg  Family of Funds listed in the mutual fund section of
most major  newspapers.  Look for the listings under Thornburg  Funds.  For more
complete  information  on any of the Funds listed above,  including  charges and
expenses, obtain a prospectus from your broker or write to: Thornburg Securities
Corporation,  Inc., 119 E. Marcy Street,  Suite 202, Santa Fe, New Mexico 87501.
Read the prospectus carefully before you invest or send money.

Taxable  equivalent  yields  assume  a 39.6%  marginal  federal  tax  rate.  The
municipal funds,  except Thornburg Limited Term National,  may be subject to the
alternative  minimum tax.  Currently there are no such  investments in Thornburg
Limited Term Municipal Fund National Portfolio, although portions of this Fund's
income may be subject to such a tax in the future.  Net investment income of the
National Portfolios will be subject to applicable state and local taxes.

The data  quoted  represent  past  performance,  and the  investment  return and
principal  value of an  investment  in the fund will  fluctuate.  An  investor's
shares, when redeemed, may be worth more or less than their original cost.

The total return data shown above  reflects the  deduction of the maximum  sales
charge of the Class A Shares of 2.50%.


letter to shareholders
119 East Marcy Street, Suite 202, Santa Fe, New Mexico 87501 (505-984-0200)

August 1, 1996

Dear Fellow Shareholder:

I am  pleased  to  present  the Annual  Report  for the  National  Portfolio  of
Thornburg  Limited Term Municipal Fund for the fiscal year ending June 30, 1996.
The net asset value of the A shares decreased 2 cents per share to $13.35 during
the year. If you were with us for the entire period,  you received  dividends of
62.7 cents per share. If you reinvested  your  dividends,  you received 64 cents
per share.  Investors  who owned C Shares  received  dividends  of 56.6 and 57.7
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  portfolio  currently  holds over 470 municipal
obligations  from 47 states  and 2 U.S.  Territories.  Approximately  86% 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  3.6 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 = 16%                  year 1 = 16%
                    1 to 2 years = 14%                  year 2 = 30%
                    2 to 3 years = 14%                  year 3 = 44%
                    3 to 4 years = 17%                  year 4 = 61%
                    4 to 5 years = 17%                  year 5 = 78%
                    5 to 6 years = 11%                  year 6 = 89%
                     6 to 7 years = 5%                  year 7 = 94%
                     7 to 8 years = 3%                  year 8 = 97%
                     8 to 9 years = 1%                  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 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.  For the 10-year  period  ending June 30, 1996,  the A Shares of
Thornburg  Limited Term Municipal Fund had the highest total return out of seven
short municipal funds, according to Lipper Analytical Services.

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,  your fund is the longest  running mutual fund of any  description to
continuously  receive a 5 star rating from  Morningstar.  Limited Term Municipal
Fund has had the 5 star overall rating for 106 months. 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.

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.  LTMFX is
ranked  4-Stars  for the 3 year and 5 year  periods  and 5-Stars for the 10 year
period  ending  6/30/96.  The  number of funds  within the  Municipal,  National
category tracked by Morningstar as of 6/30/96 is 304,195 and 106 on a 3-,5-, and
10-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 liablities

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


ASSETS
Investments, at value (cost $903,161,256)                     $923,629,163
Cash                                                               315,329    
Receivable for fund shares sold                                  1,800,036    
Interest receivable                                             14,920,246
Prepaid expenses and other assets                                   26,810
                                                                          
                       TOTAL ASSETS                            940,691,584    
LIABILITIES

Payable for securities purchased                                 3,753,674
Dividends payable                                                1,222,537    
Payable  for fund shares redeemed                                  999,633
Accounts payable and accrued expenses                              403,108    
Accounts payable investment adviser (Note 3)                       533,875

                       TOTAL LIABILITIES                         6,912,827   
NET ASSETS                                                    $933,778,757
NET ASSET VALUE:
 
Class A Shares:
Net asset value and redemption price per share
($917,831,208 applicable to 68,745,878 shares of 
beneficial interest outstanding - Note 4)                           $13.35
 
Maximum sales charge, 2.50% of offering
price (2.57% of net asset value per share)                             .34   
         Maximum Offering Price Per Share                           $13.69   
Class C Shares:
Net asset value and offering price per share*
($15,947,549 applicable to 1,192,469 shares of 
beneficial interest outstanding - Note 4)                           $13.37

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

statement of operations

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

INVESTMENT INCOME
Interest income (net of premium amortized             $52,705,242
     of $2,337,065)


EXPENSES
Investment advisory fees (Note 3)                       6,584,836
Distribution and service fees  (Note 3):
    Class A Shares                                      1,154,408
    Class B Shares                                          5,529
    Class C Shares                                         63,880
Transfer agent fees                                       652,736
Custodian fees                                            312,430
Accounting fees                                            99,720
Professional fees                                          85,955
Registration and filing fees                               71,862
Other expenses                                            143,761

      TOTAL EXPENSES                                    9,175,117

Less:
Expenses reimbursed by investment adviser (Note 3)       (29,691)

      NET EXPENSES                                      9,145,426

      NET INVESTMENT INCOME                            43,559,816


REALIZED AND UNREALIZED
LOSS ON INVESTMENTS - NOTE 5
Net realized loss on investments sold                    (69,749)
Decrease in unrealized appreciation of investments    (1,545,063)
      NET REALIZED AND UNREALIZED
         LOSS ON INVESTMENTS                          (1,614,812)

      NET INCREASE IN NET ASSETS RESULTING
         FROM OPERATIONS                              $41,945,004

See notes to financial statements.

statements of changes in net assets

Thornburg Limited Term Municipal Fund, Inc. - National Portfolio

                                                  Year Ended         Year Ended
                                               June 30, 1996     June  30, 1995
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN
NET ASSETS FROM:

OPERATIONS:

Net investment income                          $  43,559,816     $  47,287,795
Net realized loss on investments sold                (69,749)       (4,022,722)
Increase (Decrease) in unrealized
appreciation of investments                       (1,545,063)        9,446,075

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS                         41,945,004        52,711,148
DIVIDENDS TO SHAREHOLDERS:
From net investment income                                             
Class A Shares                                   (43,028,755)      (47,098,833)
Class B Shares                                       (32,246)          (52,849)
Class C Shares                                      (498,815)         (136,113)

FUND SHARE TRANSACTIONS -- (Note 4)
Class A Shares                                   (12,641,152)     (103,592,542)
Class B Shares                                    (2,834,331)        2,773,214
Class C Shares                                     9,590,852         6,380,857

NET DECREASE IN NET ASSETS                        (7,499,443)      (89,015,118)
NET ASSETS:
Beginning of year                                941,278,200     1,030,293,318
End of year                                    $ 933,778,757     $ 941,278,200

See notes to financial statements.

notes to financial statements

Thornburg Limited Term Municipal Fund, Inc. - National 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 (the "Portfolio") and California 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.

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 $29,691.

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
$124,901  from the sale of Class A shares,  and  collected  contingent  deferred
sales charges aggregating $7,505 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  has also  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 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 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
485,000,000 for the Portfolio) of $.001 par value common stock  authorized,  and
capital  paid in for the  Portfolio  aggregated  $919,090,740.  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           10,705,592    $144,174,891   10,393,212   $136,432,966
Shares issued to shareholders
  in reinvestment of
  distributions        2,128,377      28,634,345    2,183,285     28,759,060
Shares repurchased   (13,781,715)   (185,450,388) (20,550,093)  (268,784,568)

Net Decrease            (947,746)   ($12,641,152)  (7,973,596) ($103,592,542)

Class B Shares
Shares sold               46,556        $623,905      220,994     $2,909,077
Shares issued to shareholders
  in reinvestment of
  distributions            1,871          25,134        2,925         38,614
Shares repurchased      (259,380)     (3,483,370)     (12,966)      (174,477)

Net Increase (Decrease) (210,953)    ($2,834,331)     210,953     $2,773,214

Class C Shares
Shares sold            1,097,905     $14,807,056      564,508     $7,461,870
Shares issued to shareholders
  in reinvestment of
  distributions           31,748         427,775        8,707        114,914
Shares repurchased      (420,008)     (5,643,979)     (90,391)    (1,195,927)

Net Increase             709,645      $9,590,852      482,824     $6,380,857

Note 5 - INVESTMENT SECURITY TRANSACTIONS

Purchases and proceeds from maturities or sales of investment  securities of the
Portfolio  other  than  short-term   securities   aggregated   $210,500,247  and
$189,215,260,  respectively.  The cost of  investments  for  Federal  income tax
purposes is  $903,815,406.  At June 30, 1996,  the  aggregate  gross  unrealized
appreciation  and  depreciation,  based on cost for Federal  income tax purposes
were $22,767,997 and $2,954,240, respectively.

Accumulated  net  realized  losses from  security  transactions  included in net
assets at June 30, 1996 aggregated $5,779,890.

For Federal  income tax  purposes,  the  Portfolio  has  realized  capital  loss
carryforwards  of $4,648,000  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, 1998 - $97,000,  June 30,  1999 -  $304,000,  June 30, 2002 - $807,000,
June 30, 2003 - $602,000, and June 30, 2004 - $2,838,000.


financial highlights

Thornburg Limited Term Municipal Fund, Inc. -  National 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    $13.37   $13.27   $13.59   $13.09  $12.83
Income from investment operations:
Net investment income                    .63      .64      .63      .68     .79
Net realized and unrealized
   gain (loss) on investments           (.02)     .10     (.32)     .50     .26
Total from investment operations         .61      .74      .31     1.18    1.05
Less dividends from:
  Net investment income                 (.63)    (.64)    (.63)    (.68)   (.79)
Change in net asset value               (.02)     .10     (.32)     .50     .26
Net asset value, end of year          $13.35   $13.37   $13.27   $13.59  $13.09
Total return (a)                        4.60%    5.76%    2.25%    9.24%   8.40%
Ratios/Supplemental Data Ratios to average net assets:
  Net investment income                 4.66%    4.86%    4.60%    5.03%   5.96%
  Expenses                               .97%     .97%     .95%    1.01%   1.04%

Portfolio turnover rate                20.60%   23.02%   15.63%   19.30%  27.63%
Net assets
  at end of year (000)              $917,831 $931,987$1,030,293 $895,500$521,683


(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. -  National 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     $13.38   $13.40     $13.29   $13.29
Income from investment operations:
Net investment income                       .13      .57        .46      .46
Net realized and unrealized
    gain (loss) on investments              .05     (.03)       .09      .11
Total from investment operations            .18      .54        .55      .57
Less dividends from:
    Net investment income                  (.13)    (.57)      (.46)    (.46)
Change in net asset value                   .05     (.03)       .09      .11

Net asset value, end of period           $13.43   $13.37     $13.38   $13.40

Total return (b)                          1.56%    4.05%      4.14%    4.25%

Ratios/Supplemental Data Ratios to average net assets:
Net investment income                     4.17%(c) 4.22%     4.24%(c)  4.21%(c)
    Expenses, after expense reductions    1.59%(c) 1.41%     1.57%(c)  1.60%(c)
    Expenses, before expense reductions   2.01%(c) 1.63%     2.30%(c)  1.84%(c)

Portfolio turnover rate                  20.60%   20.60%    23.02%    23.02%

Net assets
    at end of period (000)                  $0  $15,948    $2,823    $6,469

(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

Par Amount      Issuer Name & Description                                                                        Credit        Value
                                                                                                                 Rating       
Alabama         (1.74%)
<C>             <S>                                                                                             <C>       <C>    <C>
   $1,675,000   Alabama A&M University Housing & General Fee Revenue Series 1992, 5.90%
                due 11/1/02 (Living & Learning Center Project; Insured: MBIA)                                   Aaa/AAA   $1,768,030
      515,000   Alabama Higher Education Loan Corporation Student Loan Revenue
                Refunding Series 1994-A, 4.70% due 3/1/97 (Insured: FSA)                                        Aaa/AAA      517,827
      540,000   Alabama Higher Education Loan Corporation Student Loan Revenue
                Refunding Series 1994-A, 4.70% due 9/1/97 (Insured: FSA)                                        Aaa/AAA      543,710
    2,250,000   Alabama Industrial Access Road & Bridge Corporation Capital Improvement
                Series 1991, 5.60% due 6/1/97                                                                     A1/NR    2,283,547
    1,000,000   Alabama Water Pollution Control Authority Series 1991, 6.45% due 8/15/02
                (Insured: AMBAC)                                                                                Aaa/AAA    1,070,900
    2,500,000   Birmingham Special Care Facility Finance Authority Revenue Series 1990,
                7.625% due 12/1/10, put 12/1/00 (Methodist Homes for the Aging Project;
                LOC: South Trust Bank)                                                                            A1/NR    2,697,875
    1,550,000   Birmingham Jefferson Civic Center Authority Special Tax Series 1989, 7.20% due 1/1/01              A/A+    1,660,329
    1,120,000   Birmingham Jefferson Civic Center Authority Special Tax, 6.90% due 1/1/98                          A/A+    1,155,829
    1,495,000   Houston County Hospital Board Revenue Refunding Series 1984, 7.625% due 4/1/07, pre-refunded
                2/15/02 @ 100 (South East Alabama Medical Center Project; Insured: MBIA)                        Aaa/AAA    1,565,714
    1,695,000   Montgomery County Revenue Warrants Series 1992, 6.625% due 4/1/02                                  NR/A    1,795,547
      965,000   Morgan County-Decatur Healthcare Revenue, 5.40% due 3/1/00 (Decatur General Hospital
                Project; Insured: Connie Lee)                                                                    NR/AAA      983,248
Alaska          (1.13%)
    2,500,000   North Slope Borough G.O. Refunding Series 1992-A, 5.80% due 6/30/02 (Insured: MBIA)             Aaa/AAA    2,606,600
    2,500,000   North Slope Borough G.O. Capital Appreciation Series B, 0% due 1/1/99 (Insured: MBIA)           Aaa/AAA    2,233,425
    7,000,000   North Slope Borough G.O. Capital Appreciation Series B, 0% due 1/1/01 (Insured: MBIA)           Aaa/AAA    5,649,840
Arizona         (3.39%)
    5,250,000   Arizona Educational Loan Marketing Corporation Revenue, Series 1992-A, 6.40% due 3/1/98            A/NR    5,411,385
    1,250,000   Arizona Educational Loan Marketing Corporation Revenue, Series 1992-A, 6.70% due 3/1/00            A/NR    1,302,962
    1,600,000   Arizona State Certificate of Participation Series 1994-A, 5.45% due 5/1/98
                (Insured: AMBAC)                                                                                Aaa/AAA    1,627,040
    1,000,000   Arizona Municipal Finance Program Certificate of Participation Series 15, 8.65% due 8/1/04
                (Flagstaff Project; Insured: BIG)                                                              Aaa/AAA     1,044,310
    1,255,000   Maricopa Hospital District General Obligation Series A, 5.00% due 6/1/98 (Insured: FGIC)       Aaa/AAA     1,273,110
    1,550,000   Maricopa County School District # 8  Series 1992, 0% due 7/1/99
                (Osborn Elementary School District Project)                                                        A1/A    1,351,399
    2,000,000   Maricopa County Unified School District # 41 Refunding, 0% due 7/1/97 (Insured: FGIC)           Aaa/AAA    1,914,280
    2,000,000   Maricopa County/Paradise Valley Unified School District General Obligation
                Refunding Series 1992, 0% due 7/1/01 (Insured: AMBAC)                                           Aaa/AAA    1,565,260
    2,980,000   Maricopa County Unified School District # 97, 0% due 7/1/97 (Insured: FGIC)                     Aaa/AAA    2,852,277
    1,390,000   Maricopa County Unified School District # 97, 0% due 7/1/98 (Insured: FGIC)                     Aaa/AAA    1,273,157
      710,000   Mohave County Certificate of Participation, 4.90% due 7/1/98                                     NR/BBB      701,601
      730,000   Mohave County Certificate of Participation, 5.10% due 7/1/99                                     NR/BBB      712,743
    2,000,000   Pima County/Tucson Unified School District # 1 School Improvement Series 1992-D,
                5.50% due 7/1/02 (Insured: FGIC)                                                                Aaa/AAA    2,075,480
      350,000   Pinal County Certificate of Participation, 7.90% due 6/1/01                                      NR/BBB      358,344
      118,476   Scottsdale IDA Hospital Revenue Refunding Series A, Amortizing Coupon
                M-COATES, 7.50% final due 9/1/97 (Scottsdale Memorial Hospital Project)                       Aaa*/AAA*      124,020
      175,000   South Tucson Municipal Property Corporation Series 1990, 8.20% due 6/1/99                         NR/BB      180,829
      175,000   South Tucson Municipal Property Corporation Series 1990, 8.25% due 6/1/00                         NR/BB      181,907
    1,290,000   Tempe General Obligation Series 1993-A, 0% due 7/1/99                                            Aa/AA+    1,126,376
    4,950,000   Tempe I.D.A. Guaranteed Multifamily Housing Revenue Series 1991-A, 6.25%
                due 10/1/07, put 10/1/96 (Elliot Grove Project; Insured: Connecticut General Life)               NR/AA     4,960,346
    1,200,000   Tucson Water System Revenue Refunding Series 1992, 5.80% due 7/1/99                               A1/A+    1,240,704

California      (18.05%)
    1,000,000   California Health Facilities Financing Authority Series A, 7.40% due 7/1/01
                (Episcopal Homes Project; Insured: California Mortgage Insurance)                                 NR/A     1,056,330
    7,440,000   California Health Facilities Financing Authority Series 1991-D, 6.50%
                pre-refunded 7/1/01 @ 102 (Catholic Health Care Project; Insured: AMBAC)                        Aaa/AAA    8,173,882
      500,000   California Pollution Control Financing Authority, 3.40% due 11/1/26, put 7/1/96 daily
                demand notes (Pacific Gas & Electric Project; LOC: Banque National Paris)                        NR/AA       500,000
    2,155,000   California Public Capital Improvement Finance Authority Revenue Series
                1988-E, 8.25% due 3/1/98                                                                         Baa/NR    2,263,828
    2,000,000   California State General Obligation, 6.50% due 10/1/99                                             A1/A    2,123,540
    1,225,000   California Statewide Communities Development Authority Insured Health
                Facilities Revenue Certificate of Participation Series 1992, 6.40% due 5/1/02
                (Eskaton Properties Inc. Phase II Project)                                                         NR/A    1,263,306
    1,100,000   California Statewide Communities Development Authority Certificate of Participation, 
                2.387% (inverse floater) due 1/1/02 (Motion Picture & Television Fund Project; 
                Insured: AMBAC)                                                                                 Aaa/AAA      928,246
    1,920,000   Chula Vista Multifamily Housing Refunding Revenue Series 1985, 5.75%
                due 11/1/07, mandatory put 11/1/97 (Eucalyptus Grove Project; Insured:
                Continental Insurance Co.)                                                                        NR/A+    1,931,021
      910,000   Fairfield-Suisun Sewer District Revenue Refunding Series A, 6.50% due 5/1/03
                (Insued: MBIA)                                                                                  Aaa/AAA      988,870
    7,730,000   Glendale Hospital Revenue Series 1994, 7.625% due 1/1/05
                (Verdugo Hills Project; Surety Bond: Industrial Indemnity)                                        NR/A+    8,265,457
    1,000,000   Lancaster Redevelopment Agency Lease Revenue Notes Series 1995, 4.90% due 12/1/00
                (LOC: Sumitomo Bank / Dai Ichi Kangyo Bank)                                                      NR/SP1      979,200
    5,710,000   Los Angeles Water and Power, 7.10% due 1/15/31, crossover refunded 1/15/01 @102                  Aa/AA-    6,307,951
    1,500,000   Los Angeles Unified School District Certificate of Participation, 6.20% due 6/1/01
                (Dr. Francisco Bravo Medical Project)                                                              A/A-    1,574,985
    1,400,000   Los Angeles Wastewater System Revenue, 6.80% pre-refunded 8/1/98 @102                             AAA/A    1,500,268
    2,000,000   Los Angeles County Certificate of Participation Mobile Digital Communications,
                7.70% due 7/15/01                                                                             Baa1/BBB+    2,071,620
    1,000,000   Los Angeles County Certificate of Participation (LAC-CAL Equipment Project)
                Series 1992-A, 5.70% due 12/1/96                                                                Baa/BBB    1,005,770
    3,000,000   Los Angeles County Certificate of Participation (LAC-CAL Equipment Project)
                Series 1992-B, 5.00% due 9/1/96                                                                 Baa/BBB    3,003,330
    1,485,000   Los Angeles County Health Facilities Authority Rev., 7.20% due 3/1/01
                refunded 3/1/98 (Civic View Medical Center Project)                                              AAA+/A    1,585,846
    2,500,000   Los Angeles County Pension Obligation Certificates, 6.75% due 6/30/02                         Baa1/BBB+    2,550,425
    3,500,000   Los Angeles County Pension Obligation Certificates, 6.875% due 6/30/07                        Baa1/BBB+    3,570,630
    1,050,000   Los Angeles County Certificate of Participation Series B, 5.50% due 7/1/98                        A1/A+    1,072,575
    1,000,000   Los Angeles Transit Finance Corporation Certificate of Participation
                Series 1992-B, 5.70% due 7/1/99                                                                   A1/A+    1,028,880
    1,995,000   Los Angeles Transportation Commission Certificate of Participation, 5.90% due 7/1/00              A1/A+    2,069,733
    2,500,000   Los Angeles Transportation Commission Certificate of Participation, 6.00% due 7/1/01              A1/A+    2,605,050
    2,000,000   MSR Public Power Agency Series 1987-C, 6.70% due 7/1/02                                             A/A    2,057,900
    1,500,000   MSR Public Power Agency Series F, 5.45% due 7/1/01
                (San Juan Project; Insured: AMBAC)                                                              Aaa/AAA    1,555,770
      265,000   New Haven Unified School District Certificate of Participation, 7.00% due 12/1/99                 NR/A-      282,405
    1,000,000   Northern California Power Agency Series A, 6.75% due 7/1/01(Geothermal #3 Project)                 A/A-    1,015,250
    2,500,000   Orange County Refunding Recovery, 5.10% due 6/1/02 (Insured: MBIA)                              Aaa/AAA    2,527,900
    7,600,000   Orange County Refunding Recovery, 6.50% due 6/1/04 (Insured: MBIA)                              Aaa/AAA    8,265,532
    5,200,000   Orange County Refunding Recovery, 6.50% due 6/1/05 (Insured: MBIA)                              Aaa/AAA    5,662,072
    1,000,000   Orange County Local Transportation Measure "M" Sales Tax Revenue, 5.50% due 2/15/01               Aa/AA    1,018,720
    8,300,000   Orange County Local Transportation Authority Sales Tax Revenue, 1.87%
                (inverse floater) due 2/15/99 (Insured: FGIC)                                                   Aaa/AAA    7,757,097
   13,000,000   Orange County Recovery Certificate of Participation Series A,
                5.50% due 7/1/02 (Insured: MBIA)                                                                Aaa/AAA   13,415,350
    2,000,000   Orange County Special Financing Authority Teeter Plan Revenue Series E, 6.15%
                due 11/1/14, put 11/1/99 (LOC: Industrial Bank of Japan)                                          A1/A+    2,022,620
   5,000,000    Orange County Special Financing Authority Teeter Plan Revenue Series E, 6.35%
                due 11/1/14, put 11/1/01 (LOC: Industrial Bank of Japan)                                          A1/A+    5,044,450
    3,000,000   Oxnard Harbor District Revenue Refunding, 6.60% due 8/1/00
                (Insured: Capital Guaranty)                                                                     Aaa/AAA    3,218,880
    2,880,000   Redwood City Multifamily Housing Revenue Series 1985-B, 5.20% due 10/1/08,
                put 10/1/00 (Redwood Shores Apartment Project; LOC: Continental Casualty)                         NR/A+    2,860,243
    2,100,000   San Joaquin County Certificate of Participation, 5.50% due 9/1/99
                (General Hospital Project)                                                                         A/A-    2,101,638
    2,000,000   San Marcos PFA Tax Allocation Series 1992-A, 5.60% due 1/1/01
                (Insured: Capital Guaranty) Escrowed to Maturity                                                Aaa/AAA    2,081,420
    1,995,000   San Marcos PFA Custodial Receipts Revenue, 0% due 3/1/98, Escrowed to Maturity                   Aaa/NR    1,853,634
    1,310,000   San Marcos PFA Custodial Receipts Revenue, 0% due 7/1/98, Escrowed to Maturity                   Aaa/NR    1,197,523
    1,990,000   San Marcos PFA Custodial Receipts Revenue, 0% due 9/1/98, Escrowed to Maturity                   Aaa/NR    1,804,035
    1,990,000   San Marcos PFA Custodial Receipts Revenue, 0% due 3/1/99, Escrowed to Maturity                   Aaa/NR    1,756,991
    1,990,000   San Marcos PFA Custodial Receipts Revenue, 0% due 9/1/99, Escrowed to Maturity                   Aaa/NR    1,716,574
    1,995,000   San Marcos PFA Custodial Receipts Revenue, 0% due 3/1/00, Escrowed to Maturity                   Aaa/NR    1,675,261
    4,180,000   Santa Margarita / Dana Point Authority Revenue Improvement District Series A,
                9.50% due 8/1/03 (Insured: MBIA)                                                                Aaa/AAA    5,262,662
    6,140,000   Simi Valley Community Development Agency Certificate of Participation,
                6.05% due 10/1/18, mandatory put 10/1/99 (Simi Valley Business Center
                Project; Insured: New England Mutual Life)                                                       NR/AA-    6,419,247
    1,000,000   Sonoma County Certificate of Participation Public Works Improvement Program,
                5.875% due 8/1/04 (Integrated Waste Project)                                                      NR/A+    1,032,110
    7,500,000   South Coast Local Education Agencies Series 1995-A, 5.00% due 8/14/96                           NR/SP1+    7,508,775
    2,000,000   Southgate Recreation & Park District Certificate of Participation, 5.15% due 10/1/21, put
                10/1/01 (Wildhawk Golf Club Project; LOC: U.S. Bank of California)                                NR/A+    2,014,480
    1,200,000   University of California Regents Certificate of Participation Series 1996-A,
                5.00% due 6/1/98 (Various Capital Projects; Insured: MBIA)                                      Aaa/AAA    1,216,644
    1,300,000   University of California Regents Certificate of Participation Series 1996-A,
                5.00% due 6/1/99 (Various Capital Projects; Insured: MBIA)                                      Aaa/AAA    1,317,589
    1,300,000   University of California Regents Certificate of Participation Series 1996-A,
                5.15% due 6/1/00 (Various Capital Projects; Insured: MBIA)                                      Aaa/AAA    1,324,427
    1,400,000   University of California Regents Certificate of Participation Series 1996-A,
                5.25% due 6/1/01 (Various Capital Projects; Insured: MBIA)                                      Aaa/AAA    1,432,214
    1,200,000   University of California Regents Certificate of Participation Series 1996-A,
                5.00% due 9/1/97 (Various Capital Projects; Insured: MBIA)                                      Aaa/AAA    1,216,236
    1,300,000   University of California Regents Certificate of Participation Series 1996-A,
                5.00% due 9/1/98 (Various Capital Projects; Insured: MBIA)                                      Aaa/AAA    1,319,708
    1,300,000   University of California Regents Certificate of Participation Series 1996-A,
                5.00% due 9/1/99 (Various Capital Projects; Insured: MBIA)                                      Aaa/AAA    1,323,179
    1,400,000   University of California Regents Certificate of Participation Series 1996-A,
                5.15% due 9/1/00 (Various Capital Projects; Insured: MBIA)                                      Aaa/AAA    1,433,656
    1,500,000   University of California Regents Certificate of Participation Series 1996-A,
                5.25% due 9/1/01 (Various Capital Projects; Insured: MBIA)                                      Aaa/AAA    1,543,650
    1,600,000   University of California Regents Certificate of Participation Series 1996-A,
                5.35% due 9/1/02 (Various Capital Projects; Insured: MBIA)                                      Aaa/AAA    1,654,208
      510,000   University of California Revenue Series A, 11.00% due 9/1/99                                      NR/A-      604,334
      780,000   University of California Revenue Series A, 6.30% due 9/1/00                                       NR/A-      827,353
Colorado        (4.72%)
    1,000,000   Adams County School District #12 Series A, 7.20% due 12/15/97, prerefunded 12/15/96              A/AAA*    1,025,590
      500,000   Arvada Limited Sales & Use Tax Series 1991, 6.50% due 6/1/01, Escrowed to Maturity              Aaa*/NR      534,155
    2,355,000   Boulder Urban Renewal Authority Tax Increment Refunding Series 1992, 5.90%
                due 3/1/01 (Insured: MBIA)                                                                      Aaa/AAA    2,468,228
    1,465,000   Boulder Urban Renewal Authority Tax Increment Refunding Series 1992, 6.00%
                due 3/1/02 (Insured: MBIA)                                                                      Aaa/AAA    1,535,774
       55,000   Boulder County Single Family Revenue Series 1982-A, 10.00% due 5/1/98                            NR/CCC       51,304
      385,000   Boulder County Single Family Revenue Series 1982-A, 10.00% due 11/1/98                           NR/CCC      357,619
      390,000   Boulder County Single Family Revenue Series 1982-A, 10.00% due 11/1/99                           NR/CCC      355,844
      490,000   Castle Pines Metropolitan District General Obligation Refunding & Improvement,
                7.50% due 12/1/99 (Insured: FSA)                                                                Aaa/AAA      533,076
    2,000,000   Colorado Housing Finance Authority Capital Appreciation Series A, 0% due 11/1/01                 Aa/AA+    1,478,240
    1,000,000   Colorado Certificate of Participation, 4.75% due 5/1/97 (Insured: AMBAC)                        Aaa/AAA    1,007,620
      885,000   Colorado Student Loan Authority Revenue, 6.625% due 6/1/99                                         A/NR      927,073
    1,140,000   Colorado Student Loan Revenue Series 1992-B, 6.20% due 9/1/98                                      A/NR    1,178,212
      865,000   Colorado Student Loan Revenue Series 1992-B, 6.40% due 9/1/99                                      A/NR      900,845
    3,555,000   Colorado Student Loan Revenue Series 1992-B, 6.55% due 12/1/02                                     A/NR    3,705,767
    2,500,000   Colorado Student Obligation Bond Authority Revenue Series 1992-F, 5.90% due 9/1/02                 A/NR    2,519,025
    3,230,000   Colorado Student Obligation Bond Authority Revenue Series 1994-L, 5.90% due 9/1/00                 A/NR    3,336,816
      890,000   Denver Housing Corporation Revenue, 7.20% due 10/1/04 (HUD Section 8)                              A/NR      903,065
    1,080,000   Denver City & County Industrial Development Revenue, 7.40% due 3/1/03
                (University of Denver Project)                                                                  NR/BBB+    1,166,281
    1,155,000   Denver City & County Industrial Development Revenue, 7.50% due 3/1/04
                (University of Denver Project)                                                                  NR/BBB+    1,246,765
    1,185,000   Denver City & County Industrial Development Revenue, 7.60% due 3/1/05
                (University of Denver Project)                                                                  NR/BBB+    1,279,124
    1,000,000   Denver City & County Industrial Development Revenue, 5.375% due 7/1/11, put 7/1/00
                (Translogic Corporation Project; LOC: Commerzbank)                                               NR/AA-    1,000,170
      420,000   Denver City & County Industrial Development Revenue Series 1985, 6.40% due 6/1/10,
                put 6/1/99 (4999 Ltd. Project; LOC: Central Bank National Association)                            NR/A+      441,273
    2,175,000   Highlands Ranch Metro District #2 General Obligation, 6.00% due 6/15/04 (Insured: FSA)          Aaa/AAA    2,317,876
    2,800,000   Jefferson County Industrial Development Refunding Revenue Series 1993,
                4.60% due 12/1/97 (Dayton Hudson Project)                                                       NR/BBB+    2,774,828
    2,000,000   Summit County Recreational Facilities Revenue, 5.80% due 4/1/17, put 10/1/98
                (Copper Mountain Project; LOC: Daiwa Bank)                                                       NR/BBB    1,966,800
    1,000,000   University of Colorado Certificate of Participation, 7.10% due 12/1/99                             A/NR    1,069,720
      321,106   Westminster Installment Note, 8.00% due 12/12/96                                                  A*/NR      325,737
    1,750,000   Westminster MFHR, 7.75% due 12/1/07, put 12/1/98 (Green Lawn Aptartments
                Project; Insured: FGIC)                                                                         Aaa/AAA    1,776,583
    2,725,000   Westminster Multifamily Housing Revenue series 1995, 5.95% due
                9/1/15, put 9/1/06 (Semper Village Apartments; Insured A.X.A. Re/U.K.)                            NR/AA    2,740,478
    1,245,000   Westminster Sales & Use Tax Revenue Refunding Series 1996, 5.50% due 12/1/00                      NR/AA    1,280,819
    1,350,000   Westminster Sales & Use Tax Revenue Refunding Series 1996, 5.50% due 12/1/01                      NR/AA    1,390,068
  Connecticut   (2.66%)
    2,195,000   Bristol Resource Recovery Facility Solid Waste
                Revenue Refunding Series 1995, 5.20% due 7/1/97 (Ogden Martin of Bristol Project)                  A/NR    2,200,312
    2,290,000   Bristol Resource Recovery Facility Solid Waste
                Revenue Refunding Series 1995, 5.40% due 7/1/98 (Ogden Martin of Bristol Project)                  A/NR    2,299,916
    1,045,000   Capital Region Education Council, 6.375% due 10/15/05                                            NR/BBB    1,014,632
    1,320,000   Connecticut Housing Finance Authority Series B1, 7.55% due 11/15/08 (LOC: FHA/VA)                 Aa/AA    1,334,824
      700,000   Connecticut Resource Recovery Authority, 7.125% due 11/15/08 (Wallingford Project;
                LOC: National Westminister)                                                                      Aa2/AA      728,119
   10,000,000   Connecticut Unemployment Compensation Advance Fund Refunding Revenue Series 1996-A,
                5.50% due 5/15/01 (Insured: AMBAC)                                                              Aaa/AAA   10,313,900
    1,000,000   Connecticut Special Tax Obligation Revenue Series C, 7.40%
                due 10/1/04, pre-refunded 10/1/98                                                               NR/AAA     1,085,020
    5,540,000   Connecticut State Special Tax Obligation Series 1989-B, 0% due 7/1/99
                (Transportation Infrastructure Project; Insured: AMBAC)                                        Aaa/AAA     4,831,600
      715,000   New Haven General Obligation Series 1991, 8.125% due 8/15/96                                    Baa/BBB      718,739
Dist. of Col.   (2.16%)
    1,000,000   District of Columbia General Obligation 1986 Series A, 7.60% due 6/1/00,
                prerefunded 6/1/97                                                                               Aaa*/B    1,048,310
    1,000,000   District of Columbia General Obligation 1988 Series A, 7.65% due 12/1/03
                (Insured: MBIA)                                                                                 Aaa/AAA    1,095,330
    1,505,000   District of Columbia General Obligation Capital Appreciation Refunding,
                0% due 6/1/02 (Insured: MBIA)                                                                   Aaa/AAA    1,100,095
    6,230,000   District of Columbia General Obligation 1994 Series A-3, 4.90% due 6/1/00                          Ba/B    5,986,033
    1,500,000   District of Columbia General Obligation Refunding Series A, 5.30% due 6/1/00                       Ba/B    1,462,155
      500,000   District of Columbia General Obligation Refunding Series A, 5.50% due 6/1/01                       Ba/B      483,875
    2,000,000   District of Columbia General Obligation Refunding Series A, 5.50% due 6/1/01
                (Insured: FSA)                                                                                  Aaa/AAA    2,040,480
    4,000,000   District of Columbia Certificate of Participation Series 1993, 6.875% due 1/1/03                  NR/B-    3,982,400
    1,000,000   District of Columbia Revenue, 6.00% due 7/15/03
                (Children's Hospital Project; Insured: FGIC)                                                    Aaa/AAA    1,044,870
    1,330,000   District of Columbia Revenue, 6.00% due 8/15/05
                (Medlantic Healthcare Project; Insured: MBIA)                                                   Aaa/AAA    1,392,683
      275,000   District of Columbia Association of American Medical College, 7.20% due 2/15/01                  NR/AA-      295,251
Florida         (3.33%)
      550,000   Brevard County Tourist Development Tax Revenue, 6.325% due 3/1/03
                (Florida Marlins Training Facilities)                                                             NR/NR      561,473
      620,000   Cape Coral Special Assessment, 6.50% due 7/1/98 (Insured: MBIA)                                 Aaa/AAA      643,678
    3,000,000   Collier County School Board Certificates of Participation,
                5.50% due 2/15/03 (Insured: FSA)                                                                Aaa/AAA    3,082,980
    6,590,000   Dade County Housing Finance Authority Multifamily Mortgage Revenue
                Series 1985-A, 4.60% due 1/1/15, put 1/1/99
                (Gulf View Apartments Project; LOC: Sumitomo & Credit Suisse)                                    NR/AAA    6,619,589
    9,000,000   Florida Housing Agency MFHR Series RR, 5.50% due 11/1/07, put 11/1/97
                (Palm Beach Oxford Project; Insured: Financial Security Assurance)                              Aaa/AAA    9,057,420
    3,000,000   Florida Housing Finance Authority Multifamily Housing Revenue, 5.10% due 4/1/13, put
                4/1/02 (Park Colony Project; LOC: Mellon Bank)                                                    NR/A+    2,995,320
    2,500,000   Florida Housing Finance Authority Series 1983-I, 4.85% due 12/1/05, put 12/1/99
                (Wood Forest Project; LOC: Connecticut General)                                                   NR/AA    2,522,675
      270,000   Florida Housing Finance Authority Series 1983-I, 4.85% due 12/1/05, put 12/1/99
                (Wood Forest Project; LOC: Connecticut General)                                                   NR/AA      272,449
    1,220,000   Florida Housing Finance Authority Capital Appreciation Residential
                Mortgage Revenue, 0% due 7/15/01 (LOC: Citibank)                                                  NR/AA      713,688
    1,500,000   Florida Housing Finance Agency Revenue, 6.25% due 12/1/06
                (Hammocks Place Project)                                                                         NR/AAA    1,562,295
    1,000,000   Lee County Scholl Board Certificate of Participation, 6.20% due 8/1/00 (Insured: FSA)           Aaa/AAA    1,044,980
      665,000   Martin County Combined Special Assessment Series 1990-A, 8.125% due 3/1/01                        NR/NR      730,283
      940,000   Palm Beach County Industrial Development Revenue Series 1996, 6.00% due 12/1/06
                (Lourdes-Noreen McKeen Residence for Geriatric Care Project; LOC: Allied Irish Bank)              NR/A+      939,943
Georgia         (.68%)
    2,930,000   Augusta Housing Authority MFHR Series 1992, 5.50% due 4/1/05,  put 4/1/97
                (Stevens Creek Commons Project; LOC: Federal Home Loan Bank)                                     NR/AAA    2,967,797
    3,320,000   DeKalb County Multifamily Housing Revenue Series 1985-G, 5.50% due 7/15/07,
                put 7/15/97 (DeKalb Crossing Project; Insured: Continental Casualty)                              NR/A+    3,343,804
Hawaii          (1.33%)
    6,000,000   Hawaii State Refunding Series CB, 5.00% due 1/1/00                                                Aa/AA    6,073,020
    2,000,000   Hawaii Airport System Revenue Refunding, 5.10% due 7/1/99 (Insured: MBIA)                       Aaa/AAA    2,030,600
    1,340,000   Hawaii State Department Budget & Finance Special Purpose Mortgage
                Revenue, 6.70% due 7/1/97 (Queens Medical Center Project; Insured: FGIC)                        Aaa/AAA    1,377,600
    1,210,000   Hawaii State Department Budget & Finance Special Purpose Mortgage
                Revenue, 7.125% due 7/1/98 (Wahiawa General Hospital Project)                                   NR/BBB-    1,244,582
    1,500,000   Hawaii State Department Budget & Finance Special Purpose Mortgage Revenue,
                5.70% due 7/1/03 (Kapiolani Health Care System Project)                                             A/A    1,517,250
Idaho           (.62%)
      667,857   Boise Industrial Development Corporation IDRB Series 1985, 10.816% due 8/29/00
                (Associated Dairies Project; Guaranteed: Chemical Bank)                                          A2*/A*      667,857
    4,980,000   Idaho Falls Electric Revenue Refunding, 0% due 4/1/00 (Insured: FGIC)                           Aaa/AAA    4,147,045
      925,000   Idaho Student Loan Marketing Association Refunding Revenue Series 1992,
                6.40% due 10/1/99                                                                                 NR/NR      933,769
Illinois        (2.04%)
    1,455,000   Cook County Community College District 508 COP, 7.70% due 1/1/97 (Insured: FGIC)                Aaa/AAA    1,483,285
    1,800,000   Cook County Community College District 508 COP, 8.50% due 1/1/02 (Insured: FGIC)                Aaa/AAA    2,095,380
    1,000,000   Hoffman Estates Tax Increment Revenue, 7.00% due 11/15/97 (Hoffman
                Estates Economic Development Project; LOC: Union Bank of Switzerland)                           Aaa/AAA    1,034,660
    2,000,000   Illinois Health Facilities Authority Revenue Series 1992, 7.00% due 7/1/02
                (Trinity Medical Center Project)                                                                Baa1/NR    2,040,120
    1,000,000   Illinois Health Facilities Authority Revenue Series 1993-A, 7.875% due 8/15/05
                (Community Provider Pooled Loan Program Project)                                                 NR/NR     1,024,330
    1,000,000   Illinois Educational Facilities Authority Revenue, 5.625% due 10/1/26,
                put 10/1/96 (Museum of Science and Industry Project; LOC: Sanwa Bank)                            Aa3/NR    1,005,190
    5,415,000   Lombard Multifamily Housing Refunding Revenue, 6.50% due 12/15/06, 
                mandatory tender 12/15/96 (Clover Creek Apartments Project; Surety Bond: Continental Casualty)    NR/A+    5,480,684
    3,000,000   Southern Illinois University Revenue Refunding Series 86-A, 7.125% due 4/1/03                       A/A    3,037,620
    1,575,000   Winnebago & Boone Counties School District # 205 G.O.,
                7.00% due 2/1/98 (Insured: FSA)                                                                  NR/AAA    1,646,757
Indiana         (1.60%)
    1,195,000   Columbus School Building Corporation, 5.50% due 1/15/01 (Insured: MBIA)                         Aaa/AAA    1,232,714
    1,255,000   Columbus School Building Corporation, 5.50% due 1/15/02 (Insured: MBIA)                         Aaa/AAA    1,293,001
      895,000   Gary Indiana Judgement Funding General Obligation, 6.60% due 6/15/99                              NR/NR      922,799
      570,000   Gary Indiana Judgement Funding General Obligation, 6.60% due 12/15/99                             NR/NR      590,058
    2,000,000   Indiana Bond Bank Series B, 7.25% due 2/1/01 (Special Loan Program)                                 A/A    2,128,940
    1,120,000   Indiana Bond Bank Special Program Series 1992-B, 5.60% due 8/1/99                                  NR/A    1,148,314
    1,000,000   Indiana Bond Bank State Revolving Fund Guaranty Revenue Series 1993-A,
                5.30% due 2/1/99                                                                                   NR/A    1,015,650
    2,640,000   Indiana Bond Bank State Revolving Fund Guaranty Revenue Series 1993-A,
                5.50% due 2/1/00                                                                                   NR/A    2,697,552
    1,500,000   Indiana Health Facilities Revenue, 5.55% due 7/1/01
                (Marion General Hospital Project; Insured: MBIA)                                                Aaa/AAA    1,544,850
      500,000   Indianapolis Economic Development Revenue, 8.625% due 12/1/07, put 12/1/97
                (Suncrest Project; FNMA Collateralized)                                                          NR/AAA      528,700
    1,645,000   Logansport Multi-Purpose School Building Corporation First Mortgage
                Refunding Series 1992, 5.50% due 7/1/01                                                            NR/A    1,686,158
Iowa            (1.53%)
      500,000   Davenport Hospital Revenue Series A, 6.90% due 7/1/99 (St. Luke's
                Hospital Project; Insured: AMBAC)                                                               Aaa/AAA      531,070
    1,225,000   Des Moines Hospital Revenue Refunding Series 1996-A, 6.25% due 11/15/04
                (Des Moines General Hospital Project; LOC: Norwest)                                              Aa2/NR    1,294,359
      500,000   Iowa Higher Educational Loan Facilities Authority, 5.50% due 8/1/02 (Insured: MBIA)             Aaa/AAA      500,165
    1,500,000   Iowa Certificate of Participation, 6.10% due 7/1/01 (Insured: AMBAC)                            Aaa/AAA    1,577,040
    2,000,000   Iowa Student Loan Liquidity Corporation Student Loan Revenue 1991
                Series C, 6.80% due 12/1/02                                                                     Aaa/AAA    2,125,760
      750,000   Iowa Student Loan Liquidity Corporation Student Loan Revenue
                Series A, 6.35% due 3/1/01                                                                       Aa1/NR      785,317
    2,600,000   Marion Commercial Development Revenue Refunding Series 1991-A, 7.25% due 1/1/14,
                put 7/1/02 (Collins Road Project; Insured: Trygg-Hansa)                                           NR/A+    2,762,032
    4,445,000   Muscatine Electric Revenue Refunding Series 1992,
                5.40% due 1/1/00 (Insured: AMBAC)                                                               Aaa/AAA    4,554,658
Kansas          (.80%)
    1,000,000   Kansas City Industrial Revenue Series 12/1/84, 7.20% due 12/1/04
                (Ash Grove Cement Project)                                                                       Aa2/NR    1,023,750
    2,000,000   Lenexa Industrial Revenue Series 8/1/83, 9.50% due 8/1/98 (J.C. Nichols Co. Project)              NR/NR    2,170,180
       15,000   Olathe Single Family Mortgage Revenue Series A, 9.375% due 11/1/00                                 NR/A       15,338
    4,025,000   Topeka Multifamily Housing Revenue Refunding Series 1991-A, 7.25%
                due 4/1/21, put 4/1/02 (Fleming Court Project; Insured: Trygg-Hansa)                              NR/A+    4,209,587
Kentucky        (.89%)
      630,000   Danville Multi-Lease Revenue Series E, 5.40% due 11/1/96                                        Baa1/NR      632,470
    4,500,000   Jefferson County Insured Hospital Revenue Series 1992, 7.881% (inverse floater)
                due 10/1/02 (Alliant Health Systems; Insured: MBIA)                                             Aaa/AAA    4,882,500
    2,590,000   Paintsville First Mortgage Revenue Series 1991 (Paul B. Hall Medical
                Center Project), 8.50% due 9/1/03 (Guaranteed: Health Management Associates)                      NR/NR    2,722,479
Louisiana       (4.28%)
      290,000   East Baton Rouge Sewage Commission Sewer Revenue, 8.05% due 9/1/96                              Baa/BBB      292,071
    2,020,000   East Baton Rouge Parish Public Improv. Sales Tax Series 1993-A, 8.00%
                due 2/1/00 (Insured: FGIC)                                                                     Aaa/AAA     2,234,302
    2,165,000   East Baton Rouge Parish Public Improv. Sales Tax Series 1993-A, 8.00%
                due 2/1/01 (Insured: FGIC)                                                                      Aaa/AAA    2,440,669
    1,100,000   Louisiana Public Facilities Authority Hospital Revenue & Refunding, 0.927%
                (inverse floater) due 7/1/97 (St. Francis Medical Center Project; Insured: FSA)                 Aaa/AAA    1,074,810
    1,000,000   Louisiana Public Facilities Authority Hospital Revenue & Refunding, 1.427%
                (inverse floater) due 7/1/98 (St. Francis Medical Center Project; Insured: FSA)                 Aaa/AAA      950,760
    1,200,000   Louisiana Public Facilities Authority Hospital Revenue & Refunding, 1.727%
                (inverse floater) due 7/1/99 (St. Francis Medical Center Project; Insured: FSA)                 Aaa/AAA    1,104,912
    1,100,000   Louisiana Public Facilities Authority Hospital Revenue & Refunding, 1.977%
                (inverse floater) due 7/1/00 (St. Francis Medical Center Project; Insured: FSA)                 Aaa/AAA      980,232
    1,300,000   Louisiana Public Facilities Authority Hospital Revenue & Refunding, 2.177%
                (inverse floater) due 7/1/01 (St. Francis Medical Center Project; Insured: FSA)                 Aaa/AAA    1,123,109
    3,000,000   Louisiana PFA MFHR Series 1991, 6.00% due 7/1/07, put 7/1/97
                (Riverview Villas Project; Guaranteed: Connecticut General Life)                                  NR/AA    3,004,950
    3,000,000   Louisiana PFA Student Loan Revenue Series A-1, 5.90% due 3/1/99                                  Aaa/NR    3,085,470
    2,250,000   Louisiana PFA Student Loan Revenue Series A-1, 6.10% due 3/1/00                                  Aaa/NR    2,325,870
    1,850,000   Louisiana PFA Local Government G.O. Refunding Series A, 4.85% due 3/1/99
                (Insured: FSA)                                                                                  Aaa/AAA    1,861,859
    1,500,000   Louisiana General Obligation Refunding Series 1987-B, 8.00% due 5/1/00,
                pre-refunded 5/1/97 (Insured: Capital Guaranty)                                                  NR/AAA    1,582,590
      500,000   Louisiana Recovery District Sales Tax Series 1988, 7.625% due 7/1/96                               A/A-      500,140
    2,450,000   Louisiana Recovery District Sales Tax Refunding Series 1992, 5.70% due 7/1/98                      A/A-    2,507,257
    5,000,000   Louisiana Recovery District Sales Tax Refunding Series 1992,
                5.50% due 7/1/98 (Insured: MBIA)                                                                Aaa/AAA    5,101,700
      500,000   Louisiana State University Agricultural & Mechanical College Board,
                7.70% due 4/15/02, Escrowed to Maturity                                                         NR/AAA*      567,430
    1,120,000   Orleans Levee District Refunding Improvement Series A, 7.50% due 11/1/98                        NR/BBB+    1,127,403
    6,760,000   Orleans Levee District Public Improvement Trust Receipts Series 1995-A, 5.95%
                due 11/1/01 (Insured: FSA)                                                                       Aaa/NR    7,131,732
      460,000   Ouachita Parish Hospital Revenue District # 1 Series 1991, 7.25% due 7/1/01                       NR/A-      496,220
Maine           (.17%)
      500,000   Regional Waste Systems Incorporated Series A-C, 7.30% due 7/1/98                                  NR/AA      526,545
    1,000,000   Topsham Revenue, 7.20% due 9/1/05, put 9/1/96
                (Guaranteed: Continental Insurance Co.)                                                          NR/AA+    1,005,770
Maryland        (.36%)
    2,000,000   Howard County Maryland Multifamily Housing Revenue, 7.00% due 7/1/24,
                put 7/1/04, (Chase Glen Prject; Guaranty: Avalon Prop.)                                           NR/NR    2,129,620
    1,105,000   Washington Suburban Sanitary District Series 1994, 8.75% due 6/1/99                             Aa1/AA     1,232,627
Massachusetts   (5.37%)
    1,000,000   Boston General Obligation Series A, 7.25% due 7/1/99                                               A/A+    1,068,530
    1,600,000   Boston General Obligation Series A, 7.60% due 2/1/04, prerefunded 2/1/99                        Aaa+/A+    1,752,608
    1,000,000   Boston FHA Insured City Hospital Revenue Series A, 7.15% due 2/15/01, pre-refunded 8/15/00
                (Boston City Hospital Project)                                                                   Aaa/NR    1,109,440
       90,000   Haverhill General Obligation Municipal Purpose Loan Series 1991, 7.50% due 10/15/11             Baa/BBB       98,860
      765,000   Holyoke General Obligation, 9.85%, due 11/1/08, refunded 11/1/97 @ 102                           Aaa/NR      832,986
      595,000   Holyoke General Obligation Electric Revenue Series 1991-A, 8.00% due 6/1/01                      Baa/NR      636,959
      500,000   Holyoke General Obligation Sewer Revenue Series B, 8.00% due 6/1/01                              Baa/NR      530,925
    1,670,000   Holyoke General Obligation School Project Loan Act of 1948, 7.35% due 8/1/02                     Baa/NR    1,836,115
    1,060,000   Lynn General Obligation, 7.00% due 1/15/04                                                      Baa1/NR    1,131,486
      685,000   Massachusetts Educational Loan Revenue Series 1985-C, 7.875% due 6/1/03
                (LOC: Rabobank Nederland)                                                                        NR/AAA      720,757
    2,000,000   Massachusetts General Obligation Consolidated Loan of 1991 Series B, 0% due 6/1/01                A1/A+    1,581,060
    2,000,000   Massachusetts General Obligation Consolidated Series 1987-A, 5.75% due 3/1/99                     A1/A+    2,054,980
    2,315,000   Massachusetts Dedicated Income Tax Series A General Obligation, 7.875% due 6/1/97                 A1/A+    2,401,164
    3,000,000   Massachusetts Hynes Convention Center Authority Refunding Series 1992, 0% due 9/1/00              A1/A+    2,475,120
    2,500,000   Massachusetts Hynes Convention Center Authority Refunding Series 1992, 0% due 9/1/02              A1/A+    1,836,250
      690,000   Massachusetts State Health & Education Facilities Authority Series B, 6.50% due 7/1/97
                (Charlton Hospital Project)                                                                         A/A      705,111
    1,465,000   Massachusetts State Health & Education Facilities Authority Series B, 6.70% due 7/1/98
                (Charlton Hospital Project)                                                                         A/A    1,519,674
    1,245,000   Massachusetts State Health & Education Facilities Authority Series B, 6.875% due 7/1/99
                (Charlton Hospital Project)                                                                         A/A    1,303,440
    2,665,000   Massachusetts State Health & Education Facilities Authority Series B, 5.50% due 5/15/11, put
                5/15/01 (Community Health Capital Fund Project; LOC: First National Bank of Boston)               NR/NR    2,661,429
    2,500,000   Massachusetts IFA Recovery Refunding Revenue Series 1993-A, 5.45% due 7/1/01
                (Insured: FSA)                                                                                  Aaa/AAA    2,557,050
    1,920,000   Massachusetts IFA Stetson Place Development Trust Series A, 5.125% due 6/1/08,
                put 6/1/98 (LOC: State Street Bank & Trust)                                                      Aa2/NR    1,935,475
    2,345,000   New Bedford Industrial Revenue, 7.42% due 7/1/02 (Aerovox Corporation Project)                   NR/A-     2,405,407
    2,000,000   New England Educational Loan Marketing Corporation Student Loan Revenue
                Series 1993-E, 5.00% due 7/1/99                                                                   A1/A-    2,010,520
    1,000,000   New England Educational Loan Marketing Corporation Student Loan Revenue
                Series 1992-F, 6.50% due 9/1/02                                                                   Aa/NR    1,066,740
    3,000,000   New England Educational Loan Marketing Corporation Student Loan Revenue
                Series 1993-B, 5.40% due 6/1/00                                                                   A1/A-    3,060,360
    2,500,000   New England Educational Loan Marketing Corporation Student Loan Revenue
                Series 1993-G, 5.00% due 8/1/00                                                                  AA1/A-    2,487,125
      425,000   South Essex Sewer District General Obligation, 9.00% due 12/1/96                                Baa1/NR      434,231
      425,000   South Essex Sewer District General Obligation, 9.00% due 12/1/97                                Baa1/NR      454,189
      425,000   South Essex Sewer District General Obligation, 9.00% due 12/1/98                                Baa1/NR      468,656
      295,000   South Essex Sewer District General Obligation, 9.00% due 12/1/99                                Baa1/NR      334,182
      550,000   Springfield General Obligation, 7.75% due 5/1/99                                                 Baa/NR      588,979
      250,000   Springfield General Obligation, 7.75% due 5/1/00                                                 Baa/NR      270,850
      300,000   Springfield General Obligation, 7.75% due 5/1/01                                                 Baa/NR      326,886
      300,000   Springfield General Obligation, 7.80% due 5/1/02                                                 Baa/NR      329,805
    2,000,000   University of Massachusetts Bldg. Authority Ref. Revenue Series 1991-A, 6.80% due 5/1/99          A1/A+    2,118,740
    1,000,000   University of Massachusetts Bldg. Authority Ref. Revenue Series 1991-A, 7.15% due 5/1/03          A1/A+    1,123,190
    1,250,000   Worcester Municipal Purpose Loan of 1991 General Obligation,
                6.80% due 5/15/01 (Insured: MBIA)                                                               Aaa/AAA    1,359,812
Michigan        (2.17%)
    1,300,000   Detroit General Obligation Series 1990-A, 8.50% due 4/1/00                                      Ba1/BBB    1,430,845
    1,500,000   Detroit Distributable State Aid General Obligation Unlimited Series 1992,
                5.625% due 5/1/97                                                                              Baa/BBB+    1,524,255
    3,000,000   Detroit Economic Development Corp. Refunding, 7.00% due 6/1/12, put 6/1/02
                (F.H. Associates Project; Surety: ITT Lyndon Property Insurance)                                 NR/NR     3,148,290
       24,357   Fenton Lease Purchase Agreement, 8.00% due 8/1/96                                                 NR/NR       24,403
    1,200,000   Flint Tax Increment Finance Authority Limited Tax General Obligation Series 1985,
                9.30% due 6/1/97, Escrowed to Maturity                                                         Baa/AAA*    1,258,752
    1,490,000   Michigan State Hospital Finance Authority Revenue Series 1991-A, 8.30% due 9/1/02               Ba/BBB-    1,543,357
    6,570,000   Michigan State Housing Development Authority Rental Housing Rev. Series 1992-A,
                5.40% due 4/1/98 (Detroit Edison Project)                                                         NR/A+    6,636,291
    2,000,000   Wayne County Building Authority Limited Tax General Obligation Sinking Fund
                Series 1992-A, 7.80% due 3/1/05, prerefunded 3/1/02 @ 102                                      Baa/AAA*    2,190,080
    2,000,000   Wayne County Wastewater Control System Limited Tax General Obligation
                Refunding, 7.875% due 5/1/02                                                                   Baa/BBB-    2,304,820
Minnesota       (2.46%)
    4,820,000   Burnsville MFHR Series 1991, 7.20% due 5/1/11, put 5/1/02
                (The Atrium Project; Insured: Trygg-Hansa)                                                        NR/A+    5,018,536
    1,100,000   Coon Rapids Industrial Development Ref. Rev., 6.75% due 12/1/01 (LOC: Norwest Bank)              Aa3/AA    1,113,717
    2,000,000   Hennepin County G.O. Solid Waste Revenue Refunding Series 1992,
                4.65% due 10/1/97                                                                               Aaa/AAA    2,020,100
    1,500,000   Metropolitan Council Minneapolis - St. Paul Area Sports Facilities Revenue,
                5.30% due 10/1/00 (Hubert H. Humphrey Metrodome Project)                                            A/A    1,523,265
    3,300,000   Minneapolis-Saint Paul Housing & Redevelopment Authority Series 1993,
                5.00% due 12/1/04, put 12/1/98 (Corporate Partner Project; LOC: Continental Insurance)            NR/A+    3,265,086
    5,000,000   Minneapolis-Saint Paul Housing & Redevelopment Authority Single Family Mortgage Revenue
                Series 96-B, 5.125% due 6/1/32, put 6/1/00 (GNMA/FNMA)                                           Aaa/NR    4,999,400
      640,000   Minneapolis MFHR Refunding Series 1991, 6.75% due 10/1/01
                (Churchill Apartments Project; FHA Insurance Mortgage)                                           NR/AAA      677,824
    1,250,000   Minneapolis School District Certificate of Participation, 5.30% due 2/1/00                       Baa1/A    1,250,737
    1,795,000   Minneapolis-Saint Paul Single Family Housing Revenue Series A, 8.25% due 11/1/07                 NR/AAA    1,895,071
      945,000   Saint Cloud Industrial Development Revenue Refunding Series 1992, 6.25%
                due 4/1/98 (Alton Realty Co. & Pan-O-Gold Baking Co. Project;
                LOC: Norwest Bank of Minnesota)                                                                  NR/AA-      956,992
Mississippi     (.56%)
    2,000,000   Mississippi Higher Education Assistance Corporation Student Loan Revenue
                Series 1992-B, 6.00% due 1/1/00                                                                    NR/A    2,053,280
    1,100,000   Mississippi Hospital Equipment & Facilities Authority Revenue, 8.60%
                due 1/1/01 (Rush Medical Foundation Project)                                                     Baa/NR    1,194,501
    1,910,000   Ridgeland Multifamily Housing Rev. Series 1985, 6.50% due 10/1/07, put 10/1/97
                (Sunchase Apartments Project)                                                                    NR/AAA    1,921,804
Missouri        (1.51%)
    4,000,000   Missouri Higher Education Loan Authority Student Loan Revenue Refunding,
                5.50% due 2/15/00                                                                                 Aa/NR    4,046,880
    3,000,000   Missouri Economic Development Export & Infrastructure Board Industrial
                Revenue Series 1993, 5.375% due 5/1/03, mandatory put 5/1/00
                (Mark Twain Tower Project; Lincoln National Insurance Guaranty)                                    NR/A    3,013,710
      760,000   Missouri State Housing Development Authority Revenue, 6.30% due 7/15/99                         Aa/AA+       772,874
    1,055,000   Missouri Health & Education Facilities Authority Revenue, 0% due 1/1/02
                (Missouri Baptist Medical Center Project) Escrowed to Maturity                                  Aaa*/A-      767,090
      255,000   Missouri State Environmental Improvement & Energy Resources Authority Water
                Pollution Control Revenue Series 1991-A, 6.50% due 12/1/02
                (State Revolving Revenue Project)                                                                 A1/NR      273,472
      325,000   Missouri State Environmental Improvement & Energy Resources Authority Water
                Pollution Control Revenue Series 1991-A, 6.60% due 12/1/03
                (State Revolving Revenue Project)                                                                 AA/NR      349,892
      935,000   St. Louis County Industrial Development Authority Housing Revenue
                Series 1992-A, 6.00% due 6/1/98                                                                    A/NR      959,684
    3,860,000   St. Louis IDA Refunding Revenue Series 1993-B, 5.10% due 12/1/08,
                put 12/1/00, (Westport Residence Project; Guaranteed: Lincoln National Corporation)                NR/A    3,802,872
Montana         (.17%)
    1,000,000   Billings Tax Increment Urban Renewal Series 1987-A,
                8.65% due 3/1/99, refunded 3/1/98                                                               Aaa/NR     1,073,630
      435,000   Montana Higher Education Student Loan Revenue Series 1992-A, 6.70% due 12/1/01                     A/NR      458,969
Nebraska        (.77%)
    2,985,000   Nebraska Industrial Finance Authority Tax Exempt Multifamily Housing Revenue Refunding
                Series 1995-A, 5.50% due 12/1/25, put 12/1/05 (Willow Park Apartments Project;
                FNMA Collateral)                                                                                NR/AAA     2,967,538
    2,500,000   Nebraska Public Power District Series 1993, 5.10% due 1/1/00                                      A1/A+    2,534,400
    1,500,000   Nebraska Investment Finance Authority Hospital Equipment Revenue, 6.85% due 3/1/02
                (Insured: MBIA)                                                                                 Aaa/AAA    1,637,205
Nevada          (.52%)
      760,000   Las Vegas Downtown Redevelopment Project Revenue, 7.65% due 6/1/97                               Baa/A-      777,921
      780,000   Las Vegas Valley Water District, 6.60% due 8/1/98 (Insured: AMBAC)                              Aaa/AAA      814,367
    1,085,000   Washoe County Airport Authority Revenue Refunding, 5.30% due 7/1/00 (Insured: MBIA)             Aaa/AAA    1,103,380
    1,325,000   Washoe County Airport Authority Revenue Refunding, 5.45% due 7/1/01 (Insured: MBIA)             Aaa/AAA    1,355,237
      700,000   Washoe County Airport Authority Revenue Refunding, 5.60% due 7/1/02 (Insured: MBIA)             Aaa/AAA      720,468
New Hampshire   (.34%)
       40,000   New Hampshire Higher Educational & Health Facilities Authority Student
                Loan Revenue 1983 Series A, 10.00% due 9/1/97 (New Hampshire Higher
                Educational Assistance Foundation; Insured: AMBAC)                                              Aaa/AAA       42,348
      990,000   New Hampshire Industrial Development Authority Revenue Series 1995,
                7.70% due 7/1/00 (Electra/ PJ-Allied Project)                                                    A2/NR       989,653
    2,030,000   New Hampshire Industrial Development Authority Revenue, 6.40% due 12/1/09,
                put 12/1/99 (Central Vermont Public Service Project; LOC: Toronto Dominion Bank)                  NR/AA    2,141,203
New Jersey      (.56%)
    2,400,000   New Jersey Economic Development Authority Series 1991, 6.875% due 10/1/14,
                optional put 10/1/98 (Fairway Corporation II Project; Guaranty: Provident Mutual Life)            A2/NR    2,413,224
    1,000,000   New Jersey Health Care Facilities Financing Authority Revenue, 7.00% due 7/1/03
                (Christ Hospital Project; Insured: Connie Lee)                                                   NR/AAA    1,101,510
    1,000,000   New Jersey Turnpike Authority Revenue Series A, 5.70% due 1/1/01                              Baa1/BBB+    1,025,910
      618,367   New Jersey Wastewater Treatment Trust - Wastewater Treatment Insured Loan
                Revenue Series 1987, Amortizing Coupon M-COATES, 9.00% due 9/1/97                             Aaa*/AAA*      657,603
New Mexico      (.83%)
      250,000   Espanola Sinking Fund Sales Tax Revenue, 7.70% due 7/1/96 (Escrowed to Maturity)              Aaa*/AAA*      250,160
    5,390,000   Jicarilla Apache Tribe Tribal Revenue Refunding, 7.75% due 7/1/05                                  NR/A    5,526,690
      239,000   Santa Fe County Office and Training Facilities Series 1990, 9.00% due 7/1/97 (ETM)               NR/AAA      251,368
      261,000   Santa Fe County Office and Training Facilities Series 1990, 9.00% due 7/1/98 (ETM)               NR/AAA      284,939
      273,000   Santa Fe County Office and Training Facilities Series 1990, 9.00% due 1/1/99 (ETM)               NR/AAA      302,378
      285,000   Santa Fe County Office and Training Facilities Series 1990, 9.00% due 7/1/99 (ETM)               NR/AAA      320,622
      298,000   Santa Fe County Office and Training Facilities Series 1990, 9.00% due 1/1/00 (ETM)               NR/AAA      339,413
      326,000   Santa Fe County Office and Training Facilities Series 1990, 9.00% due 1/1/01 (ETM)               NR/AAA      381,922
New York        (4.16%)
    1,785,000   Islip Resource Recovery Agency Series 85 D, 5.95% due 7/1/03 (Insured: AMBAC)                  Aaa/AAA     1,890,708
      630,000   Jamestown General Obligation Series A, 7.00% due 3/15/97                                         Baa/NR      643,387
    3,000,000   Metropolitan Transit Authority Series M, 5.10% due 7/1/98                                      Baa/BBB+    3,032,460
    1,240,000   New York City General Obligation Series E, 7.20% due 2/1/00                                   Baa1/BBB+    1,319,806
    2,760,000   New York City General Obligation Series D, 6.30% due 2/1/01                                   Baa1/BBB+    2,849,479
    2,695,000   New York City General Obligation Series E, 6.30% due 8/1/01                                   Baa1/BBB+    2,790,646
    2,175,000   New York City Municipal Water Finance Authority Water & Sewer System Revenue,
                7.10% due 6/15/97                                                                                  A/A-    2,239,619
    1,000,000   New York City Municipal Water Finance Authority Water & Sewer System Revenue,
                7.15% due 6/15/98                                                                                  A/A-    1,050,870
    3,000,000   New York Dorm Authority Revenue State University Educational Facilities, 5.25%
                due 7/1/02 (Insured: AMBAC)                                                                     Aaa/AAA    3,061,890
    1,000,000   New York Dorm Authority Revenue State University Educational Facilities Series A,
                7.00% due 5/15/04                                                                             Baa1/BBB+    1,092,120
    7,110,000   New York State Dormitory Authority Series 1994-B, 6.00% due 7/1/24, put 12/5/99
                (Miriam Osborn Memorial Home Project; LOC: Banque Paribas)                                         A1/A    7,432,225
      230,000   New York State Health Facilities Revenue Refunding Series 1990-A,
                7.90% due 11/1/99                                                                              Baa/BBB+      233,321
    1,555,000   New York State Health Facilities Revenue Refunding Series 1990-A,
                7.90% due 11/1/99                                                                              Baa/BBB+    1,684,096
    1,500,000   Local Government Assistance Corporation Revenue Series D, 6.50% due 4/1/02                          A/A    1,613,565
    1,500,000   New York State Medical Care Facilities Finance Agency 1991 Series A,
                7.25% due 2/15/01                                                                             Baa1/BBB+    1,606,965
    2,500,000   New York State Urban Development Corporation,
                7.60% due 4/1/03, prerefunded 4/1/01                                                            AAA/BBB    2,842,050
    2,500,000   Syracuse Industrial Development Authority Pilot Revenue Refunding Series 1995,
                5.125% due 10/15/02 (LOC: ABN AMRO Bank)                                                          NR/AA    2,458,925
      570,000   Westchester County I.D.A. Civic Facility Revenue,
                6.25% due 4/1/05 (Julia Dykman Project)                                                          NR/BBB      570,844
North Carolina  (.38%)
    2,860,000   Carteret County Certificate of Participation Series 1992, 6.50% due 2/1/00
                (Elementary School Project)                                                                   aa1/BBB+     2,960,357
      545,000   North Carolina Housing Finance Authority Single Family Housing Revenue, 6.80%
                due 7/1/08 (Insured: FHA/VA)                                                                    Aa1/AA+      549,006
North Dakota    (.25%)
    1,000,000   North Dakota Building Authority Refunding Revenue Series 1993-A, 5.15% due 6/1/00
                (Insured: AMBAC)                                                                                Aaa/AAA    1,013,420
    1,250,000   North Dakota Student Loan Revenue, 5.45% due 7/1/02 (Insured: AMBAC)                            Aaa/AAA    1,250,375
Ohio            (3.82%)
    1,000,000   Barberton Hospital Facilities Series 1992, 6.65% due 1/1/02                                        A/NR    1,054,010
    2,000,000   Belmont County IDRB Series 1991, 6.50% due 1/1/00 (May Department Stores Co. Project)              NR/A    2,088,260
      400,000   Cambridge Hospital Revenue Refunding Series 1991, 7.25% due 12/1/97                              NR/BBB      414,104
    3,000,000   Cincinnati School District Tax Anticipation Notes, 5.40% due 12/1/96                              NR/A-    3,020,010
    1,500,000   Cincinnati School District Revenue Anticipation Notes, 5.75% due 6/15/98                          NR/A-    1,536,255
    1,000,000   Cincinnati School District Revenue Anticipation Notes, 6.15% due 6/15/02                          NR/A-    1,051,810
    1,250,000   Cincinnati School District Revenue Anticipation Notes, 6.05% due 6/15/00                          NR/A-    1,300,738
    2,250,000   Clermont County Hospital Facilities Revenue Refunding Series 1993-B, 4.70% due 9/1/99
                (Mercy Health System Project; Insured: MBIA)                                                    Aaa/AAA    2,256,435
    2,000,000   Cleveland Certificate of Participation, 7.10% due 7/1/02
                (Motor Vehicle & Community Equipment Project)                                                   Baa/BBB    2,093,220
    5,000,000   Cleveland School District Revenue Anticipation Notes Series 1993, 4.70% due 6/1/99
                (Insured: AMBAC)                                                                                Aaa/AAA    5,006,300
    3,000,000   Cuyahoga County Housing Revenue Series 1993, 7.00% due 4/1/00
                (North Coast Community Homes Project)                                                             NR/NR    3,074,820
    1,000,000   Erie County Hospital Improvement Refunding Revenue Series 1992, 6.25%
                due 1/1/01 (Firelands Community Hospital Project)                                                  A/A-    1,034,820
    2,000,000   Franklin County General Obligation, 6.375% due 12/1/17, pre-refunded 12/1/01 @102               Aaa/AAA    2,178,720
    1,100,000   Hamilton County Hospital Facilities Refunding Revenue Series 1992,
                6.25% due 1/1/01 (Episcopal Retirement Homes, Inc. Project; LOC: Fifth/Third Bank)               Aa2/NR    1,154,879
      510,000   Lorain County First Mortgage Revenue Series 1992-B, 6.375% due 2/1/07,
                put 2/1/97 (Kendal at Oberlin Project; LOC: Bank of Ireland)                                      A1/A-      516,054
    3,095,000   Ohio Water Development Authority Safe Water Refunding Series 1992,
                0% due 12/1/00 (Insured: MBIA)                                                                  Aaa/AAA    2,516,637
    1,060,000   Switzerland Local School District of Monroe County Revenue Anticipation Notes
                Series 1995, 6.25% due 6/15/00                                                                    NR/NR    1,066,233
    2,765,000   Warren County Hospital Facilities Improvement and Refunding Revenue,
                6.80% due 7/1/01 (Otterbein Home Project; LOC: Fifth/Third Bank)                                 Aa2/NR    2,949,094
      910,000   Washington County Hospital Facilities Revenue, 6.875% due 9/1/02
                (Marietta Area Health Project)                                                                  Baa1/NR      947,629
Oklahoma        (.76%)
    1,190,000   Broken Arrow Utility System & Sales Tax Revenue Refunding Series 1992-A, 6.00%
                due 5/1/01 (Insured: FGIC)                                                                      Aaa/AAA    1,253,058
      230,000   Comanche County SFMR Refunding 1990 Series, 7.60% due 12/1/98                                     A1/NR      240,707
      240,000   Comanche County SFMR Refunding 1990 Series, 7.65% due 6/1/99                                      A1/NR      251,839
    1,060,000   Oklahoma City Municipal Improvement Authority Water & Sewer Revenue Series
                Refunding A, 0% due 7/1/00 (Insured: AMBAC)                                                     Aaa/AAA      877,839
    1,220,000   Pushmatahah County Town of Antlers Hospital Authority Revenue Refunding
                Series 1991, 8.75% due 6/1/03                                                                     NR/NR    1,320,906
    1,155,000   Tulsa Industrial Development Hospital Revenue, 5.60% due 2/15/03
                (St. Johns Medical Center Project)                                                                Aa/AA    1,167,647
    1,940,000   Tulsa PFA Solid Waste Steam & Electric Revenue Refunding Series 1994, 4.90%
                due 11/1/99 (Ogden Martin Systems of Tulsa Inc. Project; Insured: AMBAC)                        Aaa/AAA    1,937,866
Oregon          (.54%)
    2,500,000   Clackamas County Hospital Facilities Revenue, 6.10% due 10/1/01                                  A1/AA-    2,625,550
    2,000,000   Oregon State Department of Transportation Regional Light Rail Extension,
                5.20% due 6/1/98 (Westside Light Rail Project; Insured: MBIA)                                  Aaa/AAA     2,036,920
      300,000   Springfield General Obligation, 6.70% due 10/1/00                                                   A/A      302,130
Pennsylvania    (4.99%)
    1,900,000   Allentown Area Hospital Authority Revenue Series 1991, 7.75% due 7/1/98
                (Sacred Heart Hospital Project)                                                                  NR/BBB    2,008,699
    1,250,000   Armstrong County Hospital Authority Series 1992-A, 5.25% due 11/1/12,
                put 11/1/97 (LOC: Pittsburgh National Bank)                                                       A1/NR    1,270,150
    1,000,000   Chester County Utility, 7.00% pre-refunded 8/1/01                                               Aa/AAA*    1,099,220
      550,000   Clairton School District General Obligation, 0% due 11/1/99                                        NR/A      463,150
      500,000   Clairton School District General Obligation, 0% due 11/1/02                                        NR/A      349,875
    3,060,000   Delaware County Health Facilities Authority Revenue Series 1993-B, 5.375%
                due 11/15/99 (Mercy Health Corporation of S.E. Pennsylvania Project)                             NR/BBB    3,029,614
    2,500,000   Delaware County Industrial Development Authority Refunding Revenue Series A,
                7.40% due 12/1/98  (Resource Recovery Project; LOC: Bank of America)                            Aa3/AA-    2,609,925
    2,030,000   Erie School District General Obligation, 0% due 6/1/00, Escrowed to Maturity                     Aaa*/A    1,694,238
    1,000,000   Erie School District General Obligation, 0% due 12/1/00, Escrowed to Maturity                    Aaa*/A      815,590
    3,365,000   Harrisburg Authority Commonwealth Lease Revenue Series 1991,
                6.25% due 6/1/00 (Insured: FSA)                                                                Aaa/AAA     3,515,752
    1,300,000   Harrisburg Authority Lease Revenue, 6.50% due 6/1/04 (Insured: FSA)
                crossover refunded 6/1/01                                                                       Aaa/AAA    1,385,540
    1,455,000   McKeesport Area School District General Obligation Refunding Revenue Series 1991,
                0% due 10/1/00                                                                                     NR/A    1,176,120
    1,680,000   McKeesport Area School District General Obligation Refunding Revenue Series 1991,
                0% due 10/1/02                                                                                     NR/A    1,199,218
    2,000,000   Pennsylvania State Refunding & Projects General Obligation Series A, 6.50% due 1/1/00            A1/AA-    2,119,160
    4,270,000   Pennsylvania State Certificate of Participation, 4.60% due 6/1/97                                  A/A-    4,294,339
    4,085,000   Pennsylvania State Certificate of Participation, 4.60% due 12/1/97                                 A/A-    4,115,106
      875,000   Pennsylvania Higher Education Facilities Authority Revenue, 8.05% due 3/1/97                    Baa/BBB      899,833
    1,770,000   Philadelphia Gas Works Revenue 14th Series, 5.60% due 7/1/99                                   Baa1/BBB    1,798,320
    1,565,000   Philadelphia Water & Sewer Revenue 12th Series, 7.60% due 7/1/98 refunded 7/1/96                Aaa/AAA    1,596,801
    2,850,000   Philadelphia Water & Wastewater Revenue Series 1993, 4.875% due 6/15/01
                (Insured: FSA)                                                                                  Aaa/AAA    2,856,783
    2,245,000   Philadelphia Hospital & Higher Education Facilities Authority Hospital Revenue
                Series 1991, 7.00% due 7/1/01 (Graduate Health System Project)                                Baa1/BBB+    2,368,610
    3,000,000   Southeastern Pennsylvania Transportation Authority Series 1994, 6.00% due 6/1/99
                (LOC: Canadian Imperial Bank of Commerce)                                                       Aa3/AA-    3,113,610
    2,825,000   State Public School District Building Authority, Reading School District Capital Appreciation
                Series B, 0% due 7/15/00 (Insured: MBIA)                                                        Aaa/AAA    2,344,496
  Puerto Rico   (.14%)
      250,000   Puerto Rico Public Improvement General Obligation, 6.60% due 7/1/04                              Baa/A-      277,588
    1,000,000   Puerto Rico Electric Power Revenue Refunding Series 1992-Q, 5.70% due 7/1/00                    Baa1/A-    1,030,620
Rhode Island    (.45%)
    2,000,000   Rhode Island Depositor's Economic Protection Corp. Series 1992-A, 6.10% due 8/1/02
                (Insured: FSA)                                                                                  Aaa/AAA    2,124,980
      825,000   Rhode Island Health & Educational Building Corporation Health Facilities
                Revenue, 8.00% due 7/1/00 (Steere House Issue Project)                                            NR/NR      868,643
    1,169,000   Rhode Island Industrial Facilities Corporation Series 1991, 5.875% due 6/1/02
                (Paramount Cards, Inc.; LOC: Daichi Kangyo Bank)                                                  A1/NR    1,175,780
South Carolina  (.33%)
      500,000   Florence County Public Facilities Corporation, 7.30% due 3/1/03, prerefunded 3/1/00
                (Law Enforcement Project; Insured: AMBAC)                                                       Aaa/AAA      548,215
    2,000,000   Piedmont Municipal Power Agency Series 1992,
                5.20% due 1/1/98 (Electric Revenue Project)                                                       A/BBB    2,021,060
      500,000   South Carolina State Housing Authority Multifamily Revenue, 7.375% due 12/1/07                    NR/NR      445,000
South Dakota    (.40%)
      760,000   South Dakota Housing Development Authority Home Ownership Mortgage
                Series 1993-A, 4.75% due 5/1/99                                                                  Aa/AA       761,657
    1,400,000   South Dakota Health & Education Facilities Authority Revenue Series 1992,
                5.40% due 9/1/01 (Rapid City Regional Hospital Project; Insured: MBIA)                          Aaa/AAA    1,429,624
    1,250,000   South Dakota Lease Revenue Series 93B, 8.00% due 9/1/03 (LOC: FSA)                              Aaa/AAA    1,458,863
Tennessee       (1.61%)
    5,000,000   Chattanooga-Hamilton County Hospital Revenue, 9.976% due 5/25/21, refunded
                5/1/01 @ 102 (Erlanger Medical Center Project; Insured: FSA)                                    Aaa/AAA    5,962,500
    1,565,000   Clarksville Natural Gas Corporation Series 1994-A, 7.00% due 5/1/02
                (Guaranty: Louis Dreyfus Natural Gas)                                                           NR/BBB-    1,588,710
    1,130,000   Clarksville Natural Gas Corporation Series 1994-A, 7.00% due 11/1/02
                (Guaranty: Louis Dreyfus Natural Gas)                                                           NR/BBB-    1,147,662
    4,000,000   Clarksville Public Building Authority Pooled Loan Refunding,
                (GIC: Assured Return) 4.75% due 12/1/00                                                          NR/AA-    3,974,680
    1,120,000   Copperhill Industrial Development Board, 7.80% due 12/1/00
                (City Services Company Project)                                                                Baa3/BBB    1,127,448
    1,000,000   Southeast Tax Exempt Mortgage Bond Trust Tender Option Certificates Series 1990,
                7.25% due 4/1/17, put 4/1/03                                                                     NR/AAA    1,097,550
Texas           (7.36%)
   13,840,000   Bell County Health Facilities Development Corporation Series 1993-A, 4.75% due 10/1/23,
                put 10/1/98 (Central Texas Pooled Health Care Loan Program; Guaranteed: Sun Life of America)     NR/AA-   13,777,582
    1,655,000   Bexar County Health Facilities Development Corporate Hospital Revenue
                Series 1991, 7.40% due 5/1/00                                                                 Baa1/BBB     1,776,345
    1,065,000   Cypress-Fairbanks Independent School District General Obligation,
                0% due 2/1/02 (Insured: FGIC)                                                                   Aaa/AAA      802,307
    1,685,000   Dallas Waterworks & Sewer System Revenue, 7.10% due 4/1/99                                        Aa/AA    1,768,020
      315,000   Dallas Waterworks & Sewer System Revenue, 7.10% due 4/1/99                                        Aa/AA      328,227
    2,015,000   Ector County Hospital Revenue, 7.125% due 4/15/02                                              Baa1/BBB    2,133,462
       80,000   Fort Worth HFC SFMR Series 1985, 9.15% due 11/1/96 (Insured: MBIA)                              Aaa/AAA       80,573
    1,920,000   Harris County Health Facilities Development Corporation, 7.375% due 12/1/25, put 12/1/98
                (Greater Houston Pooled Health Care Project; Guaranteed: Prudential)                              Aa/NR    1,946,208
    4,000,000   Harris County Flood Control District L.T.G.O. Series 1991-A, 0% due 10/1/01                      Aa/AA+    3,085,320
      955,000   Harris County Health Facilities Dev. Corp. Hospital Revenue, 6.70% due 6/1/00
                (Memorial Hospital Systems Project)                                                               A/A-     1,011,116
    2,850,000   Humble Independent School District of Harris County Series 1992,
                0% due 2/15/00 (PSF Guaranty)                                                                   Aaa/AAA    2,405,115
    1,295,000   Irving Flood Control District Section 3 Refunding Capital Appreciation, 0% due 9/1/01            Baa/NR      952,874
    1,530,000   Jefferson County Health Facilities Development Corporation Hospital Revenue
                Series 1989, 8.125% due 10/1/99 (Baptist Health Care System Project)                            Baa/BBB    1,583,611
      925,000   La Joya Independent School District Unlimited Tax School Refunding Series 1987,
                8.00% due 8/1/97                                                                                 Baa/NR      928,543
      325,000   La Joya Independent School District Unlimited Tax School Refunding Series 1987,
                8.00% due 8/1/97                                                                                 Baa/NR      326,245
    2,630,000   Lancaster Independent School District Unlimited Tax Refunding, 0% due 2/15/99
                (PSF Guaranty)                                                                                  Aaa/AAA    2,331,653
    2,300,000   Lancaster Independent School District Unlimited Tax Refunding, 0% due 2/15/98
                (PSF Guaranty)                                                                                  Aaa/AAA    2,144,290
    2,230,000   Lower Colorado River Authority Jr. Lien Refunding Revenue Series 1992, 0%
                due 1/1/01 (Insured: AMBAC)                                                                     Aaa/AAA    1,806,233
      845,000   North Texas Health Facilities Development Corporation Revenue Series 1988,
                8.25% due 9/1/98 (Wichita Falls United Diagnostic Center Project)                                 A*/A*      901,742
    1,000,000   North Texas Higher Education Student Loan Revenue,
                6.50% due 4/1/99 (Insured: AMBAC)                                                               Aaa/AAA    1,041,760
      350,000   Northgate Crossing Utility District Road System & Drainage System Unlimited
                Tax Sinking Fund Series 1986, 9.25% due 12/1/98                                                   NR/NR      350,095
    1,040,000   Palo Duro River Authority General Obligation, 7.60% due 8/1/06 pre-refunded 8/1/98              Aaa/AAA    1,110,169
    1,115,000   Palo Duro River Authority General Obligation, 7.60% due 8/1/07 pre-refunded 8/1/98              Aaa/AAA    1,190,229
    1,295,000   Palo Duro River Authority General Obligation, 7.60% due 8/1/09 pre-refunded 8/1/98              Aaa/AAA    1,382,374
    1,395,000   Palo Duro River Authority General Obligation, 7.60% due 8/1/10 pre-refunded 8/1/98              Aaa/AAA    1,489,121
    1,500,000   Palo Duro River Authority General Obligation, 7.60% due 8/1/11 pre-refunded 8/1/98              Aaa/AAA    1,601,205
    1,615,000   Palo Duro River Authority General Obligation, 7.60% due 8/1/12 pre-refunded 8/1/98              Aaa/AAA    1,723,964
    2,135,000   Palo Duro River Authority General Obligation, 7.60% due 8/1/13 pre-refunded 8/1/98              Aaa/AAA    2,279,048
    1,000,000   Palo Duro River Authority Unlimited Tax Refunding Series 1992, 5.10% due 8/1/97
                Capital Guaranty Insurance)                                                                      NR/AAA    1,013,710
    4,600,000   Plano Capital Appreciation Refunding General Obligation, 0% due 3/1/01                          A1/AA-     3,661,646
      955,000   Tarrant County HFC Multifamily Housing Revenue, 4.50% due 9/1/06, put 9/1/96
                (Bedford Springs Project; Guaranteed: Provident Mutual Life Insurance Corporation)               NR/AA-      956,117
      190,000   Texas Housing Agency MFHR 1983-A, 10.00% due 3/1/05                                               NR/NR      114,000
      220,000   Texas Housing Agency MFHR 1983-B, 10.00% due 3/1/05                                               NR/NR      132,000
    5,880,000   Texas Public Finance Authority Series B, 5.25% due 2/1/98 (Insured: AMBAC)                      Aaa/AAA    5,975,668
      705,000   Texas Water Resource Finance Authority Revenue, 7.00% due 8/15/99
                (Insured: AMBAC)                                                                                Aaa/AAA      749,746
      995,000   Texas Water Resource Finance Authority Revenue, 7.40% due 8/15/00                                   A/A    1,064,511
      880,000   Texas Water Resources Authority Revenue, 7.50% due 8/15/01                                         A/A-      944,002
    1,100,000   Trinity HFC Multifamily Housing Revenue Series 1982, 10.00% due 6/1/98
                (Timberline Apartment Project)                                                                    NR/NR    1,100,000
Utah            (1.36%)
      970,000   Davis County Housing Authority MFHR, 7.50% due 6/1/97 (Fox Creek Apartment Project;
                FNMA Pass-through Certificates)                                                                  NR/AAA      997,538
    8,000,000   Intermountain Power Agency Power Supply Revenue, 0% pre-refunded 7/1/00 @ 101                   Aaa/AAA    6,607,040
    2,220,000   Utah Student Loan Revenue Series 1992-G, 5.20% due 11/1/98 (Insured: AMBAC)                     Aaa/AAA    2,250,103
      600,000   Utah Municipal Finance Co-op Local Government Revenue, 7.10% due 6/1/00                           NR/AA      642,108
    2,000,000   Weber County Housing Authority MFHR Series 1991, 6.50% due 11/1/18, put 11/1/01
                (Cherry Creek Apartment Project; LOC: First Security Bank of Utah, Insured: FGIC)               Aaa/AAA    2,052,080
Virginia        (1.26%)
    3,000,000   Hampton Redevelopment Housing Authority Series 1994, 7.00% due 7/1/24,
                put 7/1/04 (Chase Hampton Apartments Project)                                                     NR/NR    3,196,380
    1,755,000   Henrico County IDA Public Facility Lease Revenue, 6.50% due 8/1/00
                (Henrico County Jail Project)                                                                     Aa/AA    1,869,917
    3,000,000   Suffolk Redevelopment Housing Authority Series 1994, 7.00% due 7/1/24,
                put 7/1/04 (Chase Heritage at Dulles Project)                                                     NR/NR    3,145,830
    1,960,000   Virginia Housing Development Authority Series C-8, 5.70% due 7/1/03                            Aa1/AA+     1,981,854
      685,000   Virginia Housing Development Authority Series D-4, 5.00% due 7/1/00                             Aa1/AA+      691,432
      730,000   Virginia Housing Development Authority Series D-4, 5.15% due 7/1/01                             Aa1/AA+      735,891
Washington      (2.99%)
    1,010,000   Chelan County Public Utility District #1 Consolidated System Revenue Series 1992,
                5.55% due 7/1/99                                                                                  A1/A     1,032,119
    1,125,000   Chelan County Public Utility District #1 Consolidated System Revenue Series 1992,
                5.75% due 7/1/00                                                                                   A1/A    1,158,998
    1,295,000   Chelan County Public Utility District #1 Consolidated System Revenue Series 1992-E,
                5.50% due 7/1/97                                                                                   A1/A    1,313,881
    1,370,000   Chelan County Public Utility District #1 Consolidated System Revenue Series 1992-E,
                0% due 7/1/98                                                                                      A1/A    1,248,700
    1,000,000   Spokane County Airport Revenue Refunding Series 1993, 4.80% due 6/1/99
                (Insured: MBIA)                                                                                 Aaa/AAA    1,004,020
    2,500,000   Spokane County Industrial Development Corporation Refunding, 4.75% due 12/1/97
                (Jensen - Byrd Project; LOC: U.S. Bank of Washington)                                             A1/NR    2,492,775
      725,000   Spokane County School District # 363 Unlimited Tax G.O. Ref. Series 1992,
                5.40% due 12/1/00                                                                                  A/NR      743,002
    1,000,000   Sumner Limited Tax General Obligation Anticipation Notes, 4.70% due 8/1/98                        NR/NR    1,000,420
    2,880,000   Washington Health Care Facilities Authority Pooled Equipment
                Series 1992-B, 7.20% due 6/1/02 (Kadlec Medical Center Project)                                 Baa1/NR    2,972,736
    1,945,000   Washington Health Care Facilities Authority Pooled Equipment
                Series 1992-A, 7.35% due 6/1/02 (Dominican Health Project)                                       Baa/NR    2,025,931
    1,040,000   Washington Public Power Supply System Series G Project #1 Rev., 7.15% due 7/1/01                  Aa/AA    1,128,275
    2,000,000   Washington Public Power Supply System Project #1 Ref. Rev., 6.50% due 7/1/02                      Aa/AA    2,099,060
    3,500,000   Washington Public Power Supply System Project #1 Ref. Rev., 5.30% due 7/1/02                      Aa/AA    3,451,245
      500,000   Washington Public Power Supply System Series C Project #2 Rev., 7.20% due 7/1/99                  Aa/AA      531,660
      250,000   Washington Public Power Supply System Project #2 Ref. Rev., 7.50% due 7/1/02                      Aa/AA      273,168
    2,000,000   Washington Public Power Supply System Project #2 Ref. Rev., 7.50% due 7/1/03                      Aa/AA    2,207,680
    1,700,000   Washington Public Power Supply System Series  B Refunding, 7.15% due 7/1/01                       Aa/AA    1,823,930
    1,000,000   Washington Public Power Supply System Series  B, 7.25% due 7/1/00                                 Aa/AA    1,074,320
West Virginia   (.99%)
      871,829   Marion County SFMR Series 1992, 7.75% due 7/10/11                                                Baa/NR      913,310
      220,000   Randolph County Building Commission Hospital Revenue, 6.80%  due 11/1/97                       Baa1/BBB      222,721
    1,000,000   West Virginia General Obligation Highway Refunding Series 1992-A, 5.30% due 2/1/00                A1/A+    1,017,260
    5,000,000   West Virginia Parkway Economic Development Tourism Authority Series 1993, 3.827%
                (inverse floater) due 5/15/01 (Insured: FGIC)                                                   Aaa/AAA    4,701,450
    2,500,000   West Virginia Parkway Economic Development Tourism Authority Series 1993, 3.927%
                (inverse floater) due 5/15/02 (Insured: FGIC)                                                   Aaa/AAA    2,348,850
 Wisconsin      (1.16%)
      900,000   Cady Small Business Pollution Control Revenue Refunding Series 1992, 6.20%
                due 4/1/00 (Summit Cheese Project; Guaranteed: SBA)                                             Aaa/AAA      909,423
    1,500,000   Wisconsin Health & Education Facilities Authority Series 1992, 5.50%
                due 8/15/01 (Wheaton Franciscan Services Inc. Project; Insured: MBIA)                           Aaa/AAA    1,539,615
    3,000,000   Wisconsin Health & Education Facilities Authority, 5.00% due 8/15/98
                (Sorrowful Mother Project)                                                                       NR/AA-    3,028,170
    1,000,000   Wisconsin Health & Education Facilities Authority Series 1993, 4.75% due 2/15/98
                (Lacrosse Project; Insured: FSA)                                                                Aaa/AAA    1,005,870
    1,045,000   Wisconsin Health & Education Facilities Authority Series 1993, 5.00% due 2/15/99
                (Lacrosse Project; Insured: FSA)                                                                Aaa/AAA    1,053,903
    3,045,000   Wisconsin Health & Education Facilities Authority Revenue, 5.75% due 11/15/01
                (Insured: FSA)                                                                                  Aaa/AAA    3,161,563
Wyoming         (.31%)
    1,560,549   Evanston Industrial Development Revenue Series 1983, 9.90% due 4/1/04
                (Wybanco Project; LOC: Texas Commerce Bank)                                                     A2*/A+*    1,549,687
      300,000   Natrona County Hospital Revenue Series 1990, 7.20% due 9/15/96
                (Wyoming Medical Center Project)                                                              Baa1/BBB+      301,983
    1,000,000   Wyoming Student Loan Corporation Revenue, 6.25% due 12/1/99                                       NR/AA    1,042,690


                  TOTAL INVESTMENTS (100%) (Cost $903,161,256)                                                          $923,629,163

                  *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>


independent auditor's report

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


We have audited the accompanying statement of assets and liabilities,  including
the schedule of  investments,  of Thornburg  Limited Term Municipal Fund, Inc. -
National  Portfolio as of June 30, 1996, the related statement of operations for
the year then 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. - National  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

New York, New York
July 26, 1996



The next page of this financial is a graph tracking the percentage change in
share price of the Thornburg Limited Term Municipal Fund - National Porftolio
Class A shares vs. the percentage change in the Lipper Municipal Bond Fund
Index from January 1, 1987 through June 30, 1996.

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

The final page of this report is bar chart showing the dollar return of 
a $100,000.00 investment in Thornburg Limited Term Municipal Fund - 
National Porftolio Class A shares on 6/30/86 vs. the same investment in 
Donoghue's Taxable Money Market Fund Average and Donoghue's Tax Free Money 
Market Fund Average.

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


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