THORNBURG LIMITED TERM MUNICIPAL FUND INC
N-30D, 1997-08-26
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                                    Thornburg
                                  Limited Term
                                Municipal Fund--
                              California Portfolio

                                  Annual Report
                                  June 30, 1997

                               INVESTMENT MANAGER
                       Thornburg Management Company, Inc.
                              119 East Marcy Street
                               Santa Fe, NM 87501
                                 (800) 847-0200



                              PRINCIPAL UNDERWRITER
                        Thornburg Securities Corporation
                              119 East Marcy Street
                               Santa Fe, NM 87501
                                 (800) 847-0200


This report is submitted for the general  information of the shareholders of the
Fund. It is not authorized for distribution to prospective investors in the Fund
unless  preceded or  accompanied  by an  effective  prospectus,  which  includes
information  regarding the Fund's  objectives  and  policies,  experience of its
management,  marketability of shares,  and other  information.  Performance data
quoted represent past performance and are not indicative of future results.
                     THORNBURG LIMITED TERM MUNICIPAL FUND-
CALIFORNIA PORTFOLIO CLASS SHARES



                               Thornburg                 Thornburg
                        Limited Term Municipal    Limited Term Municipal
                            Fund-California           Fund-California
                               A Shares                  C Shares

SEC Yield                        3.92%                     3.62%
Taxable Equiv. Yields            7.16%                     6.61%
NAV                             $12.75                    $12.76
Max. Offering Price             $13.08                    $12.76


1 Year Ending                    2.87%                     5.06%
5 Years Ending                   4.70%                      NA
Since Inception                  5.84%                     4.77%
Inception Date                 (2/19/87)                  (9/1/94)

(a) Taxable  equivalent  yields assume a 39.6% marginal federal tax rate, and an
9.30%  state of  California  marginal  tax rate.  Portions  of the income of the
municipal  funds may be subject to the  alternative  minimum  tax.  (b) The data
quoted  represents  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.  (c) The total
return data  reflects the  deduction of the maximum  sales charge of the Class A
Shares of 2.50%.

What Double Tax - Free Income Means to You:

Net Taxable Income
<TABLE>
<CAPTION>

Single Return                 Joint Return  A Taxable Investment Must Earn
<S>                      <C>                        <C>         <C>      <C>      <C>      <C>      <C>     <C>

  $24,000 - 25,484         $40,100 - 50,968          32.32%     5.54%    5.91%    6.28%    6.65%    7.02%   7.39%  
  $25,484 - 32,207         $50,968 - 64,414          33.76%     5.66%    6.04%    6.42%    6.79%    7.17%   7.55% 
  $32,207 - 58,150         $64,414 - 96,900          34.70%     5.74%    6.13%    6.51%    6.89%    7.27%   7.66%  
  $58,150 - 121,300        $96,900 - 147,700         37.42%     5.99%    6.39%    6.79%    7.19%    7.59%   7.99%  
 $121,300 - 263,750       $147,700 - 263,75          41.95%     6.46%    6.89%    7.32%    7.75%    8.18%   8.61%  
 $263,750 - and up**      $263,750 - and up**        45.22%     6.85%    7.30%    7.76%    8.21%    8.67%   9.13%

<FN>

 *The yields listed are for illustration only and not necessarily representative
of any  class  of  shares  of  the  Limited  Term  Municipal  Fund -  California
Portfolio.  **1996 maximum Federal tax bracket of 39.6%.  Maximum California tax
bracket of 9.30%.  Taxable equivalent yields do not take the federal alternative
minimum tax, to which investors may or may not be subject, into account.

</FN>
</TABLE>


l e t t e r  t o  s h a r e h o l d e r s

Dear Shareholder:

I am pleased  to present  the Annual  Report  for the  California  Portfolio  of
Thornburg  Limited Term Municipal Fund for the fiscal year ending June 30, 1997.
The net  asset  value of the A shares  increased  11 cents  per  share to $12.75
during  the  year.  If you were  with us for the  entire  period,  you  received
dividends  of 56.8  cents per  share.  If you  reinvested  your  dividends,  you
received 58 cents per share.  Investors who owned C Shares received dividends of
51.8 and 52.8 cents per share, respectively.

American investors  continue to be net sellers of individual  municipal and U.S.
government  bonds,  while  simultaneously  pouring  money into  stocks and money
market investments.  For example,  investments in municipal bonds and bond funds
by individual  investors have declined by $30 billion in the last 18 months. The
rewards to many equity  investors,  including  those in our own Thornburg  Value
Fund,  have been  impressive.  Most  investors  who migrated from bonds to money
market  investments  in recent years have  received  lower returns thus far, yet
money market fund investments have increased  approximately  $300 billion in the
last two years. Assets of these money market funds now total over $1 trillion!







Table Here











Please see the  exhibit at the back of this  report for a simple  comparison  of
your fund to one money market return  benchmark.  While past performance  cannot
guarantee  future results,  judge for yourself  whether the historic returns and
your  expected  future  return from Limited  Term  Municipal  Fund  represents a
favorable tradeoff against the variability of your fund's share price.

Your  California   Portfolio   currently  holds   approximately   130  municipal
obligations from California municipal borrowers.  Approximately 90% 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  3.9 years,  and we always keep it
below 5 years.  Percentages of the portfolio maturing within each of the next 10
years are summarized on the following page: .
      % of portfolio maturing within        Cumulative % maturing by end of
                    1 year = 13%                     year 1 = 13%
              1 to 2 years = 13%                     year 2 = 26%
              2 to 3 years = 14%                     year 3 = 40%
              3 to 4 years = 17%                     year 4 = 57%
              4 to 5 years = 13%                     year 5 = 70%
              5 to 6 years = 13%                     year 6 = 83%
               6 to 7 years = 5%                     year 7 = 88%
               7 to 8 years = 4%                     year 8 = 92%
               8 to 9 years = 5%                     year 9 = 97%
              9 to 10 years = 2%                    year 10 = 99%

Over the years,  our practice of laddering a diversified  portfolio of short and
intermediate  maturity bonds has allowed your fund to consistently  perform well
in  varying  interest  rate  environments.  For  instance,  the A shares of your
California  Portfolio  received "A" letter grades for one, three,  and five year
performance  relative to other short term  municipal bond funds through June 30,
1997.* 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.  I would like to  attribute  this to capable  execution of a thoroughly
sensible investment strategy over time.

The strong  economy has been good for  municipal  America.  In its recent annual
survey of city fiscal  conditions,  the National  League of Cities reported that
two-thirds of U.S. cities say they are better able to meet their financial needs
this year than last. Also, cities continued to increase their financial reserves
for the fifth  consecutive  year. Most states report similar favorable news, and
both operating and capital budget spending  levels are increasing.  There is one
possible cloud: as Washington hands increasing  responsibility  for implementing
mandated  programs to state and local  governments,  I expect a few  entities to
have significant problems managing through the transition.

Thank you for investing in Thornburg Limited Term Municipal Fund.


Sincerely,




Brian J. McMahon
Portfolio Manager


s t a t e m e n t  o f  a s s e t s  a n d  l i a b i l i t i e s

Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
June 30, 1997


ASSETS

Investments, at value (cost $102,803,484)               $ 105,016,511
Cash                                                          271,306 
Receivable for fund shares sold                               219,743
Interest receivable                                         1,656,446
Prepaid expenses and othe                                       3,795

TOTAL ASSETS                                              107,167,801

LIABILITIES

Payable for securities purchased                            2,719,666
Dividends payable                                             123,846
Pay for fund shares redeemed                                   92,656
Accounts payable and accrued expenses                          96,251
Accounts payable investmen advisor (Note 3)                    50,586

TOTAL LIABILITIES                                           3,083,005

NET ASSETS                                              $ 104,084,796

NET ASSET VALUE:

Class A Shares:
Net asset value and redemption price per share
($94,253,180 applicable to 7,394,778 shares 
of beneficial interest outstanding - Note 4)                   $12.75

Maximum sales charge, 2.50% of offering
price (2.57% of net asset value per share)                        .33

Maximum Offering Price Per Share                               $13.08
Class C Shares:
Net asset value and offering price per share*
($5,882,408 applicable to 461,062 shares 
of beneficial interest outstanding - Note 4)                   $12.76

Class I Shares:
Net asset value and offering price per share
($3,949,208 applicable to 309,762 shares 
of beneficial interest outstanding - Note 4)                   $12.75

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


s t a t e m e n t o f o p e r a t i o n s

Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
Year Ended June 30, 1997


INVESTMENT INCOME
Interest income (net of premium amortized                 $ 5,438,215
of $264,605)

EXPENSES
Investment advisory fees (Note 3)                             496,821
Administration Fees (Note 3)
Class A Shares                                                118,570
Class C Shares                                                  4,972
Class I Shares                                                    265
Distribution and service fees (Note 3):
Class A Shares                                                237,140
Class C Shares                                                 39,833
Transfer agent fees                                            65,851
Custodian fees                                                 64,706
Professional fees 14,154
Accounting Fees                                                10,565
Other expenses                                                 14,663

TOTAL EXPENSES                                              1,067,540
Less:
Expenses reimbursed by investment adviser (Note 3)            (44,991)
Distribution fees waived (Note 3)                             (14,974)

NET EXPENSES                                                1,007,575

NET INVESTMENT INCOME                                       4,430,640


REALIZED AND UNREALIZED
GAIN ON INVESTMENTS - NOTE 5
Net realized gain on investments sold                          63,898
Increase in unrealized appreciation of investments            784,532
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS                                           848,430

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS                                           $ 5,279,070

See notes to financial statements.

s t a t e m e n t s  o f  c h a n g e s  i n  n e t  a s s e t s

Thornburg Limited Term Municipal Fund, Inc. - California Portfolio


                                             Year Ended           Year Ended
                                            June 30, 1997        June 30, 1996
                                    
INCREASE (DECREASE) IN
NET ASSETS FROM:

OPERATIONS:
Net investment income                        $4,430,640          $4,574,926
Net realized gain on investments sold            63,898              13,209
Increase in unrealized
appreciation of investments                     784,532             196,447

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS                     5,279,070           4,784,582

DIVIDENDS TO SHAREHOLDERS:
From net investment income                                                 
Class A Shares                               (4,243,665)         (4,504,908)
Class B Shares                                     --                (6,799)
Class C Shares                                 (161,619)            (63,219)
Class I Shares                                  (25,356)               --

FUND SHARE TRANSACTIONS-- (Note 4)                                         
Class A Shares                                 (908,565)         (4,674,335)
Class B Shares                                     --              (594,362)
Class C Shares                                3,397,813           1,661,567
Class I Shares                                3,924,117                --


NET INCREASE (DECREASE) IN NET ASSETS         7,261,795          (3,397,474)
NET ASSETS:
Beginning of year                            96,823,001         100,220,475

End of year                                $104,084,796         $96,823,001

See notes to financial statements.

n o t e s  t o  f i n a n c i a l  s t a t e m e n t s

Thornburg Limited Term Municipal Fund, Inc. - California Portfolio

Note 1 - ORGANIZATION

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

The Fund currently offers three classes of shares of beneficial  interest in the
portfolio, Class A, Class C and Institutional Class (Class I) shares. Each class
of shares of the  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,  (iii) Class I shares are sold at net asset  value  without a
sales  charge at the time of  purchase,  and (iv) the  respective  classes  have
different  reinvestment  privileges.  Additionally,  the  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,
administrative fees, registration fees and transfer agent expenses.

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

Valuation of  Investments:  In determining the net asset value of the portfolio,
the Fund  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,  1997  represent
exempt interest dividends which are excludable by shareholders from gross income
for Federal income tax purposes.

When-Issued  and  Delayed  Delivery   Transactions:   The  Fund  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 Fund makes a commitment  to purchase a security for the  portfolio 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 Fund 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,
1997,  these fees were 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, the Portfolio entered
into an Administrative  Service 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 Portfolio'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, 1997,
the Adviser  voluntarily  reimbursed  certain  operating  expenses  amounting to
$44,991.

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, 1997, the Distributor earned commissions aggregating $22,159
from the sale of Class A shares, and collected contingent deferred sales charges
aggregating $1,991 from redemptions of Class C shares of the Portfolio.

Pursuant  to a Service  Plan under Rule 12b-1 of the  Investment  Company Act of
1940, the Fund 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
Portfolio  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 Fund also has adopted a Distribution Plan pursuant to Rule 12b-1, applicable
only to the Portfolio's Class C shares,  under which the Fund can compensate the
Distributor  for  services  in  promoting  the  sale of  Class C  shares  of the
Portfolio  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 and Class C
distribution fees waived by the Distributor for the year ended June 30, 1997 are
set forth in the statement of operations.

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

Note 4 - SHARES OF BENEFICIAL INTEREST:

At June 30,  1997,  there  were  1,000,000,000  shares  of the  Fund  (including
300,000,000  for the  Portfolio) of $.001 par value common stock  authorized and
capital paid-in  aggregated  $102,724,881.  Transactions in shares of beneficial
interest were as follows:


                                  Year Ended                 Year Ended
                                June 30, 1997              June 30, 1996
                                 ------------               ------------

Class A Shares                  Shares       Amount       Shares       Amount
Shares sold                  1,127,372 $ 14,318,232    1,028,241 $ 13,063,252 
Shares issued to shareholders
in reinvestment of
distributions                  217,589    2,764,826      227,171    2,885,798
Shares repurchased          (1,417,346) (17,991,623)  (1,626,759) (20,623,385) 
Net Decrease                   (72,385)   ($908,565)    (371,347) ($4,674,335)

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

Net Decrease                      --           --        (46,794)  ($ 594,362)

Class C Shares
Shares sold                    360,237 $  4,574,006      164,199 $  2,090,620 
Shares issued to shareholders
in reinvestment of
distributions                    9,592      121,990        4,010       50,090
Shares repurchased            (101,931)  (1,298,183)     (37,612)    (479,143)

Net Increase                   267,898 $  3,397,813    130,597 $    1,661,567

Class I Shares
Shares sold                    309,314   $3,929,541         --           --  
Shares issued to shareholders
in reinvestment of
distributions                    1,831       23,299         --           --
Shares repurchased              (1,383)     (28,723)        --           --

Net Increase                 309,762 $    3,924,117         --           --

Note 5 - SECURITIES TRANSACTIONS

Purchases and proceeds from maturities or sales of investment  securities of the
Portfolio,   other  than  short-term  securities,   aggregated  $29,223,423  and
$19,947,605,  respectively.  The cost of  investments  is the same for financial
reporting and Federal income tax purposes. At June 30, 1997, the aggregate gross
unrealized  appreciation and depreciation,  based on cost for Federal income tax
purposes, were $2,380,340 and $167,313, respectively.

Accumulated  net  realized  losses from  security  transactions  included in net
assets at June 30, 1997 aggregated $853,112.

For Federal  income tax  purposes,  the  Portfolio  has  realized  capital  loss
carryforwards  of $853,112  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 - $41,424, June 30, 1999 - $14,395, June 30, 2000 - $410, June 30,
2002 - $315,597, and June 30, 2003 - $481,286.






f i n a n c i a l   h i g h l i g h t s

<TABLE>
Thornburg Limited Term Municipal Fund, Inc. -  California Portfolio

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

                                                             Year Ended June 30,
<S>                                          <C>         <C>         <C>         <C>         <C>   
                                                             -------------------
                                               1997        1996        1995        1994        1993
                                               ----------------        ----        ----        ----

Class of Shares:                                 A          A           A           A            A

Net asset value, beginning of year            $12.64      $12.61      $12.57      $12.85      $12.48
Income from investment operations:
Net investment income                            .57         .58         .58         .58         .65
Net realized and unrealized
    gain (loss) on investments                   .11         .03         .04        (.28)        .37
Total from investment operations                 .68         .61         .62         .30        1.02
Less dividends from:
    Net investment income                       (.57)       (.58)       (.58)       (.58)       (.65)
Change in net asset value                        .11         .03         .04        (.28)        .37

Net asset value, end of year                  $12.75      $12.64      $12.61      $12.57      $12.85

Total return (a)                               5.47%       4.94%       5.12%       2.37%       8.36%

Ratios/Supplemental Data Ratios to average net assets:
  Net investment income                        4.47%       4.59%       4.69%       4.51%       5.07%
  Expenses, after expense reductions           1.00%       1.00%       1.00%       1.00%       1.00%
  Expenses, before expense reductions          1.03%       1.05%       1.04%       1.03%       1.06%

Portfolio turnover rate                       20.44%      22.68%      18.54%      15.26%      20.81%

Net assets
    at end of year (000)                      $94,253     $94,379       $98,841    $111,723   $81,874

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

</FN>
</TABLE>



<TABLE>

Thornburg Limited Term Municipal Fund, Inc. -  California Portfolio

<CAPTION>
Per share operating performance
(for a share outstanding
throughout the period)                                                                      Period from
                                                 Period Ended         Period Ended        Sept. 1, 1994 (a)
                                                    June 30,            June 30,       to June 30,
                                                     1997                 1996                  1995

<S>                                           <C>       <C>         <C>       <C>         <C>       <C>
Class of Shares:                                  C        I**         B*         C           B        C
                                                  -----------------------         -------------        -

Net asset value, beginning of period           $12.65    $12.64      $12.62    $12.62      $12.55   $12.55

Income from investment operations:
Net investment income                             .52       .15         .13       .53         .43      .42
Net realized and unrealized
    gain on investments                           .11       .11         .06       .03         .07      .07
Total from investment operations                  .63       .26         .19       .56         .50      .49
Less dividends from:
    Net investment income                        (.52)     (.15)       (.13)     (.53)       (.43)    (.42)
Change in net asset value                         .11       .11         .06       .03         .07      .07

Net asset value, end of period                 $12.76    $12.75      $12.68    $12.65      $12.62   $12.62

Total return (b)                                5.06%     2.07%       1.59%     4.46%       3.99%   3.98%

Ratios/Supplemental Data Ratios to average net assets:
   Net investment income                        4.06%     4.77%(c)    4.15%(c)  4.16%       4.10% (c)     4.07% (c)
   Expenses, after expense reductions           1.40%      .63%(c)    1.63%(c)  1.43%       1.60% (c)     1.63% (c)
   Expenses, before expense reductions          2.15%     1.32%(c)    3.67%(c)  2.92%       4.51% (c)     3.21% (c)

Portfolio turnover rate                        20.44%    20.44%      22.68%    22.68%      18.54%   18.54%
Net assets
   at end of period (000)                      $5,882    $3,949        $0      $2,444       $590      $790

<FN>
(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 for 1996.
(c) Annualized.
 * Period from July 1, 1995 to  September  28,  1995,  on which date all Class B
shares were converted  into Class A shares ** Sales of Class I shares  commenced
on April 1, 1997.

</FN>
</TABLE>

s c h e d u l e  o f   i n v e s t m e n t s
<TABLE>
<CAPTION>

Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
June 30, 1997 CUSIPS:  Class A - 532-723-202,  Class C - 532-723-707,  Class I -
532-723-889 NASDAQ Symbols: Class A - LTCAX, Class C - LTCCX (Proposed), Class I
- - LTCIX (Proposed)

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

   615,000     Alameda-Contra Costa Transit District Refunding Certificate of Participation
               Series 1989, 7.                                                                            Baa/BBB        $651,414
   370,000     Albany Public Facilities Financing Authority Lease Revenue, 6.60% due 9/1/00
               (Library Community Center Project)                                                         Baa1/NR         389,303
   165,000     Antioch Unified School District Certificate of Participation, 0% due 7/1/05 (Insured: FS    Aaa/AAA         98,548
 1,300,000     Berkeley Health Facility Revenue Refinancing Series A, 5.70% due 12/1/98
               (Alta Bates Medical Center Project)                                                       Baa/BBB+       1,306,045
   835,000     California Educational Facilities Authority Revenue, 5.60% due 10/1/00 (U.S.C. Project)     Aa3/AA         871,172
 1,805,000     California Educational Facilities Authority Revenue, 5.60% due 10/1/02 (U.S.C. Project)     Aa3/AA       1,908,932
   500,000     California Educational Facilities Authority Revenue Series 1993, 5.15% due 9/1/03
               (Santa Clara University Project)                                                             A1/NR         516,490
   670,000     California HFA Revenue Series 1985-B, 9.875% due 2/1/17                                     Aa/AA-         699,420
    25,000     California HFA Single Family Mortgage Revenue Series 1982-A, 10.00% due 2/1/02
               (LOC: Citibank)                                                                             Aa/AA-          25,011
   145,000     California HFA Revenue Series 1990-A, 0% due 8/1/01                                         Aa/AA-         108,732
   500,000     California HFA, 7.80% due 7/1/06 (Episcopal Homes Project; Insured: Cal. Mortgage)            NR/A         514,390 
   100,000     California Health Facilities Financing Authority Health Series 1990-A, 3.75% 
               due 3/1/20, put 7/1/97 (daily demand note)(Morgan guaranty)                              VMIGI/A-1+        100,000
 1,000,000     California HFA Secured Revenue Series 1991, 6.65% due 9/1/01
               (Good Samaritan Hospital Project)                                                           Baa/A-       1,061,200
   505,000     California HFA Financing Authority, 5.25% due 8/1/00
               (Marin General Hospital Project; Insured: FSA)                                             Aaa/AAA         520,771
   400,000     California Public Capital Improvement Finance Auth. Rev. Series 1988-E, 8.25% due 3/1/98     Baa/NR        409,396
 1,000,000     California State General Obligation, 6.50% due 10/1/99                                       A1/A+       1,052,170
   183,571     California State Veterans General Obligation Bonds Amortizing Coupon M-COATES,
               7.30% due 10/1/01                                                                        *Aaa/AAA*         196,981
 1,000,000     California Veterans Affairs Home Purchase Revenue Series A, 7.40% due 8/1/97                 Aa/A+       1,002,560
   250,000     California Veterans Affairs Home Purchase Revenue Series A, 7.50% due 8/1/98                 Aa/A+         258,145
 1,390,000     California Veterans Affairs Home Purchase Revenue Series A, 6.55% due 8/1/01                 Aa/A+       1,455,344
   850,000     California State University Revenue, 6.40% due 11/1/02, crossover refunded 11/1/00 @ 102     A1/A-         909,177
   625,000     California Statewide Community Development Authority Insured Health
               Facilities Revenue Certificate of Participation Series 1992, 6.40% due 5/1/02
               (Eskaton Properties Incorporated Phase II Project)                                            NR/A         646,669
 1,000,000     California Statewide Community Development Authority Certificate of Participation, 2.70%
               (inverse fl  (Motion Picture and Television Fund Project; Insured: AMBAC)                  Aaa/AAA         950,820
 1,000,000     California Statewide Community Development Authority Certificate of Participation, 2.99%
               (inverse fl  (Motion Picture and Television Fund Project; Insured: AMBAC)                  Aaa/AAA         931,310
 1,000,000     California Statewide Community Development Authority Insured Health Facilities Revenue
               Series 1996-A, 6.00% due 9/1/04 (San Gabriel Medical Center Project; Insured: Cal Health)  NR/A          1,055,240
  130,000      Cerritos-Compton Glendale College District General Obligation
               Certificate of Participation, 8.00% due 2/1/98                                              NR/NR          132,860
3,780,000      Chula Vista Variable Rate Multifamily Housing Refunding Revenue Series 1985,
               5.75%  due  11/1/07,   put  11/1/97  (Eucalyptus  Grove  Project;
               Continental Casualty Surety Bond)                                                            NR/A+       3,785,027 
  700,000      Coachella Valley Water District # 71 Certificate of Participation, 5.75% due 10/1/00
               (Storm Water District Project)                                                                A/NR         726,103
   660,000     Cupertino Public Facilities Corporation Certificate of Participation Series 1992-B, 5.60%
               due 7/1/00                                                                                   A1/A+         680,665
    60,000     El Paso de Robles Newark Water District Certificate of Participation
               Association of Bay Area Governments Finance Corporation, 7.40% due 6/1/98                    NR/NR          61,454
 1,500,000     Escondido Multifamily Housing Revenue Refunding Bonds Series 1997-A, 5.40% due 1/1/27,
               put 7/1/07 (Terrace Gardens Project; Collateralized: FNMA)                                  NR/AAA       1,517,340
   350,000     Foothill-De Anza Community College District Certificate of Participation, 7.35% due 3/1/     NR/A-         386,971
   600,000     Fresno Multifamily Housing Revenue Refunding, 5.10% due 10/1/05, put 4/1/99
               (Maple Leaf Project; Insured: Continental Insurance)                                         NR/A-         604,050
   560,000     Fruitvale School District Certificate of Participation, 7.60% due 6/1/99                    Baa/NR         589,674

 2,000,000     Glendale Hospital Revenue Refunding Series 1994, 7.625% due 1/1/05
               (Verdugo Hills NR/A+ct; LOC: Industrial Indemnity)                                           NR/A+       2,185,220
   200,000     Hayward UnifiedBaa/NRl District Certificate of Participation, 7.60% due 10/1/00             Baa/NR         205,442 
   200,000     Hermosa Beach Lynwood and Vernon Certificate of Participation, 7.10% due 9/1/97             NR/BBB         204,710 
   605,000     Inglewood Certificate of Participation, 6.70% due 8/1/00 (Civic Center Improvement Project) A/BBB          638,323
   635,000     Inglewood Certificate of Participation, 6.80% due 8/1/01 (Civic Center Improvement Proje    A/BBB          679,056
   690,000     Inglewood Certificate of Participation, 6.90% due 8/1/02 (Civic Center Improvement Proje    A/BBB          724,210
   360,000     Irvine Ranch Water District Joint Powers Agency Revenue, 7.00% due 2/15/98                   NR/A+         366,815
   480,000     Lake Elsinore Public Financing Authority Tax Allocation Revenue Series 1992-C,
               6.15% due 2/1/01 (Insured: FGIC)                                                           Aaa/AAA         509,362
 2,000,000     Lancaster Redevelopment Agency Lease Revenue Series 1995, 4.90% due 12/1/00
               (Public Improvement Project; LOC: Sumitomo - Dai Ichi Kangyo)                                 NR/A       1,992,640
 1,500,000     Los Angeles Equipment Acquisition Program L Certificate of Participation, 5.80% due 12/1      A/A+       1,529,295
 1,000,000     Los Angeles Municipal Improvement Corporation Lease Revenue, 5.00% due 2/1/00                 A/A+       1,002,420
 1,500,000     Los Angeles Unified School District Certificate of Participation, 6.30% due 6/1/02           A/A-        1,600,860
   245,000     Los Angeles County Certificate of Participation, 0% due 10/1/02                           Baa1/BBB         183,586
   700,000     Los Angeles County Certificate of Participation, 0% due 4/1/03                            Baa1/BBB         504,637
   350,000     Los Angeles County Housing Authority Multifamily Housing Revenue, 7.625% due 12/1/29,
               mandatory put 12/1/99 (Monrovia Project A; Insured: Continental Casualty)                    NR/A-         354,638
 1,000,000     Los Angeles County Transit Finance Corporation Certificate of Participation
               Series 1992-B, 5.70% due 7/1/99                                                              A1/NR       1,025,240
   250,000     Lynwood Unified School District Certificate of Participation, 7.20% due 11/1/98
               (Capital Improvement Project)                                                               Baa/NR         256,108
   375,000     Marysville Hospital Revenue, 6.00% due 1/1/04 (Fremont-Rideout Health Group Project;
               Insured: AMBAC)                                                                            Aaa/AAA         402,911
   200,000     Midpeninsula Regional Open Space District Certificate of Participation, 7.20%
               due 9/1/00, refunded 9/1/99                                                                 *Aaa/A         216,754
   360,000     Midpeninsula Regional Open Space District Certificate of Participation, 4.75% due 9/1/99      NR/A         363,301
   460,000     Midpeninsula Regional Open Space District Certificate of Participation, 4.80% due 9/1/00      NR/A         465,226
   780,000     Morgan Hill Unified School District Certificate of Participation Measure B,
               5.80% due 8/1/99, (Capital Projects)                                                         A1/NR         780,554
 1,230,000     Morgan Hill Unified School District Certificate of Participation Series 1993, 4.70% due      A1/NR       1,239,582
 1,000,000     Morgan Hill Unified School District Certificate of Participation Series 1993, 4.80% due      A1/NR       1,009,440
   835,000     Morgan Hill Unified School District Certificate of Participation Series 1993, 5.00% due      A1/NR         848,627
   660,000     Mountain View Shoreline Reg. Park Community Tax Allocation Series 1993-A, 4.70% due 8/1/       A/A         665,188
   810,000     National City Community Development Commission Tax Allocation Series
               1992-A, 5.70% due 8/1/99 (Downtown Redevelopment Project; Insured: AMBAC)                  Aaa/AAA         836,770
   500,000     National City Community Development Commission Tax Allocation Series
               1992-A, 5.90% due 8/1/00 (Downtown Redevelopment Project; Insured: AMBAC)                  Aaa/AAA         524,935
   330,000     New Haven Unified School District Certificate of Participation, 7.30% due 12/1/01            NR/A-         345,688
   355,000     New Haven Unified School District Certificate of Participation, 7.30% due 12/1/02            NR/A-         371,081
   380,000     New Haven Unified School District Certificate of Participation, 7.40% due 12/1/03            NR/A-         397,009
   410,000     New Haven Unified School District Certificate of Participation, 7.40% due 12/1/04            NR/A-         427,778
   930,000     Ontario Individual Development Revenue Series 1990-A, 7.75% due 9/1/20,
               put 8/31/00 (Great Western Foam Project; LOC: Wells Fargo Bank)                              NR/A          934,101
 1,000,000     Orange Multifamily Housing Revenue, 5.60% due 10/1/27
               (Villa Santiago Rehab Project; Insured: FNMA)                                                NR/AAA      1,019,590
 1,100,000     Orange County Refunding Recovery, 5.10% due 6/1/02 (Insured: MBIA)                          Aaa/AAA      1,131,240
 2,000,000     Orange County Refunding Recovery, 5.20% due 6/1/03 (Insured: MBIA)                          Aaa/AAA      2,066,720
 2,000,000     Orange County Refunding Recovery, 6.50% due 6/1/04 (Insured: MBIA)                          Aaa/AAA      2,216,680
 2,000,000     Orange County Refunding Recovery, 6.50% due 6/1/05 (Insured: MBIA)                          Aaa/AAA      2,232,880
 2,000,000     Orange County Airport Revenue Bond, 5.50% due 7/1/02 (Insured:MBIA)                         Aaa/AAA      2,080,540 
 1,000,000     Orange County Airport Revenue Bond, 6.00% due 7/1/07 (Insured MBIA)                         Aaa/AAA      1,076,330
   900,000     Orange County Local Transportation Authority Sales Tax Rev., 5.50% due 2/15/01
               (Measure M Sales Tax Project)                                                                 Aa/AA        934,317
 1,550,000     Orange County Local Transportation Authority Sales Tax Rev., 5.70% due 2/15/03
               (Measure M Sales Tax Project)                                                                 Aa/AA      1,637,498
 1,050,000     Orange County Local Transportation Authority Sales Tax Rev., 5.75% due 2/15/04
               (Measure M Sales Tax Project)                                                                 Aa/AA      1,114,481
   510,000     Orange County Local Transportation Authority Sales Tax Rev., 6.00% due 2/15/06
               (Measure M Sales Tax Project)                                                                 Aa/AA        553,151
 1,000,000     Orange County Local Transportation Authority Sales Tax Revenue 2nd Series,
               2.60% (inverse floater) due 2/15/99 (Insured: FGIC)                                         Aaa/AAA        974,280
 2,000,000     Orange County Recovery Certificate of Participation Series A, 5.50% due 7/1/02
               (Insured: MBIA)                                                                             Aaa/AAA      2,092,340
 1,175,000     Oxnard Harbor District Refunding Revenue, 6.60% due 8/1/00 (Capital Guaranty)               Aaa/AAA      1,230,848
   300,000     Oxnard IDA IDRB, 9.50% due 10/1/97 (Green Foods Project; LOC: Mitsubishi Bank Ltd.)         Aa2/NR         303,123
   510,000     Paramount Unified School District Certificate of Patricipation, 0% due 9/1/14 (Insured: FSA)Aaa/AAA        425,967
   100,000     Perris School District Certificate of Participation, 5.10% due 3/1/00 (Insured: FSA)        Aaa/AAA        102,346
   440,000     Pomona Unified School District General Obligation, 5.05% due 2/1/00
               (Insured: MBIA)                                                                             Aaa/AAA        449,165
   435,000     Pomona Unified School District General Obligation, 5.10% due 8/1/00
               (Insured: MBIA)                                                                             Aaa/AAA        446,332
   580,000     Pomona Unified School District General Obligation, 5.35% due 2/1/05
               (Insured: MBIA)                                                                             Aaa/AAA        604,551
   340,000     Pomona Unified School District Gerneral Obligation, 5.40% due 8/1/05
               (Insured: MBIA)                                                                             Aaa/AAA        356,310
   970,000     Redwood City Multifamily Housing Revenue Series 1985-B, 5.20% due 10/1/08, put 10/1/00
               (Redwood Shores Apartments Project; Insured: Continental Casualty)                            NR/A+        976,470
   465,000     Riverside County Housing Authority Revenue Series A, 7.75% due 10/1/00                      Baa/NR         477,392
   295,000     Sacramento Financing Authority Series 1991, 6.30% due 11/1/02                                A1/A+         318,178
 1,000,000     Sacramento Regional Transportation Authority Certificate of Participation, 6.00% due 3/1     A1/NR       1,025,430
 1,000,000     Sacramento Regional Transportation Authority Certificate of Participation, 6.25% due 3/1     A1/NR       1,057,820
   930,000     Sacramento MFHR, 5.875% due 2/1/08, put 2/1/03 (Fairways I Apartments Project;
               Insured: FNMA)                                                                              NR/AAA         940,797
   450,000     San Diego County Regional Trans. Community Sales Tax Rev. Series A,
               6.125% due 4/1/98 (Escrowed to Maturity)                                                   AAA/AA-         457,843
 1,800,000     San Diego County Water Authority Certificate of Participation, 6.125% due 5/1/03            Aa/AA-       1,930,248
   255,000     San Francisco City & County Agency Redevelopment Agency Lease Revenue, 0% due 7/1/00          A/A-         222,319
   210,000     San Francisco City & County Agency Refunding Series Sec 8, 6.125%
               due 7/1/02 (Insured: MBIA / FHA)                                                           Aaa/AAA         210,359
   200,000     San Jacinto IDA IDRB Series 1990, 7.20% due 6/1/98 (Edelbrock Foundry
               Corporation Project; LOC: Bank of America)                                                  NR/AA-         206,140
 2,000,000     San Joaquin County Certificate of Participation, 5.25% due 9/1/98 (General Hospital Proj     A/A-        2,017,600
 1,440,000     San Joaquin County Certificate of Participation, 5.60% due 9/1/00 (General Hospital Proj     A/A-        1,469,707
   895,000     San Joaquin County Certificate of Participation, 5.90% due 9/1/03 (General Hospital Proj     A/A-          927,632
 1,310,000     San Marcos Public Facility Authority Capital Improvement Series 1991, 0% due 1/1/99, ETM   Aaa/NR        1,227,601
   410,000     San Marcos Public Facility Authority Capital Improvement Series 1991, 0% due 1/1/00,       Aaa/NR          366,606
 1,690,000     Santa Ana Community  Development Agency Series D, 6.50% due 12/15/14, pre-refunded
               12/15/00 @ 102                                                                              NR/AAA       1,805,951
   440,000     Santa Ana Community Development Agency Series D, 6.50% due 12/15/14, pre-refunded
               12/15/00 @ 102                                                                             Aaa/AAA         462,546
   500,000     Santa Ana Community Red. Agency Tax Allocation Series 1989-B, 7.10% due 9/1/98              NR/BB+         511,945
   315,000     Santa Monica Community College District Certificate of Participation, 7.65% due 5/1/01,
               put 11/1/97 (Rancho Corrales Project)                                                         NR/A         324,179
   465,000     Simi Valley Community Development Agency Certificate of Participation, 6.05% due 10/1/18,
               put 10/1/99                                                                                 NR/AA-         475,537
   810,000     Sonoma County Certificate of Participation Public Works Improvement Program,
               5.40% due 8/1/00 (Integrated Waste Project)                                                  NR/A+         836,171
   950,000     Sonoma County Certificate of Participation Public Works Improvement Program,
               5.80% due 8/1/0NR/A+tegrated Waste Project)                                                  NR/A+         986,841
   150,000     South Coast Air Quality Management District Building Corporation
               Installment Sale Revenue, 9.75% due 8/1/98 (Escrowed to Maturity)                          Aaa/AAA         159,351
 1,435,000     South Orange County Public Finance Authority Special Tax Revenue, 7.00% due 9/1/05
               (Insured: MBIA)                                                                            Aaa/AAA       1,656,636
   250,000     Stanislaus Waste to Energy Finance Agency Solid Waste Facility Revenue Certificate,
               7.30% due 1/1/98 (Ogden Martin Systems Project)                                            NR/BBB+         253,217
 1,000,000     Stanton Multifamily Housing Revenue Bond Series 1997, 5.625% due 8/1/29, put 8/1/08
               (Continental Gardens Project; Insured: FNMA)                                                NR/AAA       1,006,490
   340,000     Suisun City Redevelopment Agency 1990 Tax Allocation,
               7.20% due 10/1/01, pre-refunded 4/1/00                                                     *Aaa/A-         372,851
   500,000     Sulphur Springs Union School District General Obligation Series B, 5.70% due 3/1/01 NR/A522,975
   450,000     Sunline Transit Agency Certificate of Participation California Transit Finance Corporation
               Series A, 5.50% due 7/1/02                                                                    A/NR         466,290
   900,000     Sweetwater Union High School District Certificate of Participation, 6.40% due 11/1/01    Baa1/BBB+         944,541
   190,000     Temecula Community Services Certificate of Participation Series 1992,
               6.00% due 10/1/98 (Community Recreation Center Project)                                       NR/A         194,250
   200,000     Temecula Community Services Certificate of Participation Series 1992,
               6.00% due 10/1/99 (Community Recreation Center Project)                                       NR/A         206,732
   210,000     Temecula Community Services Certificate of Participation Series 1992,
               6.00% due 10/1/00 (Community Recreation Center Project)                                       NR/A         219,274
   255,000     Torrance Unified School District Certificate of Participation, 6.10% due 10/1/00 Baa1/NR260,023
   275,000     Trinity County Public Utilities District Certificate of Participation, 5.25% due 4/1/98    276,809
   290,000     Trinity County Public Utilities District Certificate of Participation, 5.50% due 4/1/99    292,332
   750,000     Turlock Irrigation District Certificate of Participation, 6.80% due 1/1/00,
               pre-refunded 1/1/98 @ 102 (1991 Capital Improvements Project)                              Baa1/A-         776,047
   365,000     Turlock Irrigation District Certificate of Participation, 7.00% due 1/1/01,
               pre-refunded 1/1/98 @ 102 (1991 Capital Improvements Project)                              Baa1/A-         378,038
   420,000     Turlock Irrigation District Certificate of Participation, 7.15% due 1/1/03,
               pre-refunded 1/1/98 @ 102 (1991 Capital Improvements Project)                              Baa1/A-         435,313
 1,600,000     University of California Regents Certificate of Participation Series 1996,
               5.45% due 6/1/03 (Various Capital Projects; Insured: MBIA)                                 Aaa/AAA       1,675,616
   635,000     University of California Research Facilities Revenue, 11.00% due 9/1/98                      NR/A-         684,047
   870,000     University of California Research Facilities Revenue, 5.25% due 9/1/02                       NR/A-         889,671
   625,000     Vallejo Public Financing Authority Local Agency Revenue Series A, 5.00% due 9/2/98 NR/A- 630,306
   495,000     Yorba Linda Public Financing Authority Certificate of Participation,
               7.00% due 11/1/00 (Recycling Equipment Project)                                               A/NR         516,810




                                                                                         TOTAL INVESTMENTS        $   105,016,511
</TABLE>



               *  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.


i n d e p e n d e n t   a u d i t o r ' s  r e p o r t

To the Board of Trustees and Shareholders
Thornburg Limited Term Municipal Fund, Inc. - California 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. -
California  Portfolio as of June 30, 1997,  the related  statement of operations
for the year then ended, the statements 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 misstatement.  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,  1997 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles 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  statements and financial  highlights referred to
above  present  fairly,  in all  material  aspects,  the  financial  position of
Thornburg  Limited Term Municipal Fund,  Inc. - California  Portfolio as of June
30, 1997, 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 principles.





New York, New York
July 25, 1997





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