THORNBURG LIMITED TERM MUNICIPAL FUND INC
N-30D, 1998-02-26
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                     THORNBURG LIMITED TERM MUNICIPAL FUND-
                       CALIFORNIA PORTFOLIO CLASS SHARES
          

<TABLE>
<CAPTION>
                                            Thornburg                            Thornburg
                                     Limited Term Municipal               Limited Term Municipal
                                         Fund-California                      Fund-California
                                            A Shares                             C Shares

<S>                                           <C>                                  <C>  
SEC Yield                                     3.57%                                3.24%
Taxable Equiv. Yields                         6.52%                                5.91%
NAV                                          $12.91                               $12.93
Max. Offering Price                          $13.24                               $12.93


1 Year Ending                                 3.17%                               5.50%
5 Years Ending                                4.68%                                 NA
10 Years Ending                               6.04%                                 NA
Since Inception                               5.89%                               5.06%
<FN>
                        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%.
</FN>
</TABLE>

<TABLE>
What Double Tax - Free Income Means to You:

<CAPTION>
      FIND YOUR TAXABLE INCOME               Combined                  To Equal a California
          AND READ ACROSS                     Income                      Tax-Free Yield Of*
                                               Tax           3.00%    3.50%    4.00%    4.50%   5.00%   5.50%
Net Taxable Income                          A Taxable Investment Must Earn
Single Return           Joint Return

<S> <C>       <C>          <C>       <C>          <C>        <C>      <C>      <C>      <C>     <C>     <C>   
    $24,650 - 26,045       $41,200 - 52,090       32.32%     4.43%    5.17%    5.91%    6.65%   7.39%   8.13% 
    $26,045 - 32,916       $52,090 - 65,832       33.76%     4.53%    5.28%    6.04%    6.79%   7.55%   8.30% 
    $32,916 - 59,750       $65,832 - 99,600       34.70%     4.59%    5.36%    6.13%    6.89%   7.66%   8.42% 
    $59,750 - 124,650      $99,600 - 151,750      37.42%     4.79%    5.59%    6.39%    7.19%   7.99%   8.79% 
   $124,650 - 271,050     $151,750 - 271,050      41.95%     5.17%    6.03%    6.89%    7.75%   8.61%   9.47% 
   $271,050 - and up**    $271,050 - and up**     45.22%     5.48%    6.39%    7.30%    8.21%   9.13%  10.04%

<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.  **1997 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

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

                  February 6, 1998



Dear Fellow Shareholder:

I am pleased to present the Semi-Annual  Report for the California  Portfolio of
Thornburg Limited Term Municipal Fund for the 6 months ending December 31, 1997.
The net asset value of the A shares  increased 16 cents per share to $13.24.  If
you were with us for the entire period, you received dividends of 27.6 cents per
share.  If you  reinvested  your  dividends,  you received 27.9 cents per share.
Investors  who  owned C Shares  received  dividends  of 25.0 and 25.2  cents per
share, respectively.

Your Limited Term Municipal Fund  portfolio  currently  holds over 170 municipal
obligations from around the state. Approximately 87% 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 coming  years.  Today,  your  fund's  weighted
average  maturity  is  approximately  4.8 years,  and we always  keep it below 5
years.  Percentages of the portfolio maturing in the coming years are summarized
below: .

        % of portfolio maturing within         Cumulative % maturing by end of
                          1 year = 13%               year 1 = 13%
                    1 to 2 years = 10%               year 2 = 23%
                    2 to 3 years = 18%               year 3 = 41%
                     3 to 4 years = 8%               year 4 = 49%
                    4 to 5 years = 14%               year 5 = 63%
                     5 to 6 years = 9%               year 6 = 72%
                     6 to 7 years = 4%               year 7 = 76%
                     7 to 8 years = 7%               year 8 = 83%
                     8 to 9 years = 4%               year 9 = 87%
                    9 to 10 years = 6%              year 10 = 93%

Over the last year your average  portfolio  maturity has extended  slightly.  We
directed  portfolio  cash flow and new money into the longer  maturity  range of
your bond  ladder.  Today we are  managing  the  portfolio  to keep the  average
maturity  approximately where it is. If interest rates remain stable or decrease
we expect  that some bonds in your  portfolio  will be  pre-refunded.  This will
shorten the average  portfolio  maturity  slightly and cause almost all bonds in
the portfolio to mature within 9 years.

For the past 3 years Americans have been net sellers of municipal and government
bonds.  Investment  dollars  have  flowed  instead  to  equities,  money  market
investments,  and overseas  opportunities.  A combination of sharp volatility in
equity  markets  worldwide  and  deflationary  winds  blowing  from  Asia may be
rekindling  the appetite of U.S.  investors for bond  investing.  If the Federal
Reserve cuts short term interest rates this year,  some of the money now flowing
into money market funds may begin to move to  intermediate  and longer  maturity
bonds. Assets of these money market funds now total over $1.1 trillion!





















We are all subject to more discussion than is necessary or productive  about the
U.S. economy and Alan Greenspan.  Leaving aside the month to month microanalysis
of each  economic  statistic,  I believe any  observer  must be impressed by the
fundamental strength of the broad U.S. economy. More people than ever before are
working.  Wages are firm. Tax receipts are off the charts!  There will always be
dislocations,  but for the most part  Americans are very,  very busy. 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.  California  reports  similar  favorable news, and both operating and
capital budget spending  levels are increasing.  There is one possible cloud: as
both Washington and Sacramento hand increasing  responsibility  for implementing
mandated  programs  to state  and local  governments,  a few  entities  may have
significant problems managing through the transition.

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.  Your  fund  has  continued  to  earn
Morningstar's 4 star overall rating for risk adjusted performance.  I would like
to attribute this to capable  execution of a sensible  investment  strategy over
time.
Thank you for investing in Thornburg Limited Term Municipal Fund,  
California Portfolio.

Sincerely,



Brian J. McMahon
Portfolio Manager




Morningstar propriety rating reflects historical risk adjusted performance as of
12/31/97.  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.  Thornburg
Limited Term  Municipal  Fund  California  Portfolio is ranked 4-stars for the 3
year period,  4-stars for the 5 year period,  and 4-stars for the 10 year period
ending 12/31/97.  There were 1494 bond funds with 3-year ratings, 720 bond funds
with 5-year  ratings and 337 with  10-year  ratings in  Morningstar's  Municipal
Short category.


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

Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
December 31, 1997
(unaudited)

ASSETS

Investments, at value (cost $128,665,866)               $ 133,704,631
Cash                                                           76,784 
Interest receivable                                         2,193,595
Prepaid expenses and other assets                              29,730

TOTAL ASSETS                                              136,004,740
LIABILITIES

Payable for securities purchased                            1,214,960
Dividends payable                                             154,500 
Pay for fund shares redeemed                                  424,880
Accounts payable and accrued expenses                         117,918
Accounts payable investment adviser (Note 4)                   89,960
TOTAL LIABILITIES                                           2,002,218

NET ASSETS                                              $ 134,002,522

NET ASSET VALUE:

Class A Shares:
Net asset value and redemption price per share
($119,645,663 applicable to 9,264,984 shares of beneficial 
 interest outstanding - Note 5)                                $12.91

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

Maximum Offering Price Per Share                               $13.24
Class C Shares:
Net asset value and offering price per share*
($7,164,894 applicable to 554,311 shares of beneficial 
 interest outstanding - Note 5)                                $12.93

Class I Shares:
Net asset value and offering price per share
($7,191,965 applicable to 556,856 shares of beneficial 
 interest outstanding - Note 5)                                $12.92

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

 See notes to unaudited financial statements.


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

Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
Six Months Ended December  31, 1997
(unaudited)


INVESTMENT INCOME
Interest income (net of premium amortized                 $ 3,292,625
of $271,968)

EXPENSES
Investment advisory fees (Note 4)                             312,549
Administration Fees (Note 4)
Class A Shares                                                 70,069
Class C Shares                                                  4,290
Class I Shares                                                  1,511
Distribution and service fees (Note 4):
Class A Shares                                                140,138
Class C Shares                                                 34,053
Custodian fees                                                 44,465
Transfer agent fees                                            43,674
Professional fees                                              13,025
Accounting Fees                                                 5,856
Other expenses                                                 11,898

TOTAL EXPENSES                                                681,528
Less:
Expenses reimbursed by investment adviser (Note 4)            (53,284)

NET EXPENSES                                                  628,244

NET INVESTMENT INCOME                                       2,664,381


REALIZED AND UNREALIZED
GAIN ON INVESTMENTS - NOTE 6
Net realized gain on investments sold                          29,366
Increase in unrealized appreciation of investments          2,825,738
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS                                         2,855,104

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS                                           $ 5,519,485

See notes to unaudited financial statements.

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

Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
(unaudited)

                                         Six Months Ended         Year Ended
                                         December  31, 1997       June 30, 1997

INCREASE IN
NET ASSETS FROM:

OPERATIONS:
Net investment income                        $2,664,381            $4,430,640
Net realized gain on investments sold            29,366                63,898
Increase in unrealized
     appreciation of investments              2,825,738               784,532

           NET INCREASE IN NET ASSETS
           RESULTING FROM OPERATIONS          5,519,485             5,279,070

DIVIDENDS TO SHAREHOLDERS:
From net investment income              
  Class A Shares                             (2,392,200)           (4,243,665)
  Class C Shares                               (132,692)             (161,619)
  Class I Shares                               (139,489)              (25,356)

FUND SHARE TRANSACTIONS-- (Note 5)                   
  Class A Shares                             22,812,895              (908,565)
  Class C Shares                              1,131,232             3,397,813
  Class I Shares                              3,118,495             3,924,117


NET INCREASE IN NET ASSETS                   29,917,726             7,261,795
NET ASSETS:
         Beginning of period                104,084,796            96,823,001
         End of period                     $134,002,522          $104,084,796

See notes to unaudited 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 Portfolio  currently offers three classes of shares of beneficial  interest,
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,
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, and certain
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 six months  ended  December  31, 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 Fund 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,  the Portfolio 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 MERGER OF MACKENZIE CALIFORNIA MUNICIPAL FUND

On September  4,1997,  the Fund  acquired all of the net assets of the Mackenzie
California  Municipal Fund  ("MacKenzie")  pursuant to a plan of  reorganization
approved by Mackenzie's shareholders.  The merger was accomplished by a tax free
exchange of Class A shares of the Portfolio  (valued at $23,511,348) for the net
assets of MacKenzie  which  aggregrated  $23,511,348,  including  $1,214,035  of
unrealized  appreciation.  The combined net assets of the Portfolio  immediately
after merger were $134,431,534.


Note 4 - 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 six months ended December
31, 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.  The Fund also has
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.  For the six months ended  December 31, 1997,  the Adviser
voluntarily reimbursed certain operating expenses amounting to $53,284.

The Fund has an  underwriting  agreement with Thornburg  Securities  Corporation
(the "Distributor"),  which acts as the Distributor of Portfolio shares. For the
six  months  ended  December  31,  1997,  the  Distributor   earned  commissions
aggregating  $5,255 from the sale of Class A shares,  and  collected  contingent
deferred sales charges  aggregating $1,333 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 six months ended December
31, 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 trustees is
borne by the Fund.

Note 5 - SHARES OF BENEFICIAL INTEREST:

At December 31, 1997,  there were an  unlimited  number of shares of  beneficial
interest authorized and capital paid-in aggregated $129,787,503. Transactions in
shares of beneficial interest were as follows:


                             Six Months Ended              Year Ended    
                           December 31, 1997             June 30, 1997

Class A Shares                  Shares       Amount       Shares       Amount
Shares sold                    633,137 $  8,237,371    1,127,372 $ 14,318,232
Shares issued to shareholders
in reinvestment of
distributions                  121,085    1,557,787      217,589    2,764,826
Shares issued in merger      1,933,181   23,511,348         --           --
Shares repurchased            (817,197) (10,493,611)  (1,417,346) (17,991,623)

Net Increase (Decrease)      1,870,206 $ 22,812,895      (72,385)($   908,565)


Class C Shares
Shares sold                    138,723 $  1,715,339      360,237 $  4,574,006
Shares issued to shareholders
in reinvestment of
distributions                    8,175      105,264        9,592      121,990
Shares repurchased             (53,649)    (689,371)    (101,931)  (1,298,183)

Net Increase                    93,249 $  1,131,232      267,898 $  3,397,813

Class I Shares
Shares sold                    263,570 $  3,328,968      309,314 $  3,929,541
Shares issued to shareholders
in reinvestment of
distributions                   10,579      136,164        1,831       23,299
Shares repurchased             (27,056)    (346,637)      (1,383)     (28,723)

Net Increase                   247,093 $  3,118,495      309,762 $  3,924,117

Note 6 - SECURITIES TRANSACTIONS

For the six months ended  December 31, 1997, the Portfolio had purchase and sale
transactions  (excluding short-term  securities) of $22,949,241 and $18,047,919,
respectively.

The cost of investments  is the same for financial  reporting and Federal income
tax purposes.

At December 31, 1997, the net unrealized  appreciation  was  $5,038,765,  
resulting from gross  unrealized  appreciation  of $5,127,918
and $89,153 gross unrealized depreciation.

Accumulated  net  realized  losses from  security  transactions  included in net
assets at December 31, 1997 aggregated $823,746.

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
<CAPTION>

Per share operating performance
(for a share outstanding
throughout the period)
                                        Six Months Ended
                                          December 31,             Year Ended June 30,
<S>                                           <C>              <C>       <C>     <C>      <C>      <C> 
                                              1997             1997      1996    1995     1994     1993

Class of Shares:                                A                A        A       A        A         A

Net asset value, beginning of period         $12.75           $12.64    $12.61  $12.57   $12.85   $12.48
Income from investment operations:
Net investment income                          .28              .57       .58     .58      .58      .65
Net realized and unrealized
    gain (loss) on investments                 .16              .11       .03     .04     (.28)     .37
Total from investment operations               .44              .68       .61     .62      .30     1.02
Less dividends from:
    Net investment income                     (.28)            (.57)     (.58)   (.58)    (.58)    (.65)
Change in net asset value                      .16              .11       .03     .04     (.28)     .37

Net asset value, end of period               $12.91           $12.75    $12.64  $12.61   $12.57   $12.85

Total return (a)                              3.45%            5.47%     4.94%   5.12%    2.37%    8.36%

Ratios/Supplemental Data Ratios to average net assets:
    Net investment income                   4.26%(b)            4.47%    4.59%   4.69%    4.51%    5.07%
    Expenses, after expense reductions      1.00%(b)           1.00%     1.00%   1.00%    1.00%    1.00%
    Expenses, before expense reductions     1.04%(b)           1.03%     1.05%   1.04%    1.03%    1.06%

Portfolio turnover rate                      14.96%           20.44%    22.68%  18.54%   15.26%   20.81%

Net assets
    at end of period (000)                  $119,646          $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.
(b)   Annualized

</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
                                                    Six Months Ended          Year Ended       Sept. 1, 1994 (a)
                                                       December 31,            June 30,          to June 30,
<S>                                                         <C>              <C>       <C>           <C> 
                                                            1997             1997      1996          1995

Class of Shares:                                            C                 C          C             C

Net asset value, beginning of period                      12.76            $12.65     $12.62        $12.55
Income from investment operations:
Net investment income                                      .25               .52        .53           .42
Net realized and unrealized
    gain on investments                                    .17               .11        .03           .07
Total from investment operations                  .        42                .63        .56           .49
Less dividends from:
    Net investment income                                 (.25)             (.52)      (.53)         (.42)
Change in net asset value                                  .17               .11        .03           .07

Net asset value, end of period                           $12.93            $12.76     $12.65        $12.62

Total return (b)                                          3.32%             5.06%      4.46%        3.98%

Ratios/Supplemental Data Ratios to average net assets:
   Net investment income                                  3.86%(c)          4.06%      4.16%        4.07% (c)
   Expenses, after expense reductions                     1.40%(c)          1.40%      1.43%        1.63% (c)
   Expenses, before expense reductions                    1.61%(c)          2.15%      2.92%        3.21% (c)

Portfolio turnover rate                                  14.96%            20.44%     22.68%       18.54%

Net assets
   at end of period (000)                                $7,165            $5,882      $2,444         $790

<FN>
(a) Commencement of sales of Class C shares.
(b) Sales loads are not reflected in computing total return, which is not annualized for periods less than one year.
(c) Annualized.

</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
                                                    Six Months Ended      April 1, 1997 (a)
                                                      December  31,          to June 30,
<S>                                                       <C>                   <C> 
                                                          1997                  1997

Class of Shares:                                            I                     I

Net asset value, beginning of period                     $12.75                $12.64
Income from investment operations:
Net investment income                                       .30                   .15
Net realized and unrealized
    gain on investments                                     .17                   .11  
Total from investment operations                            .47                   .26
Less dividends from:
    Net investment income                                  (.30)                 (.15)
Change in net asset value                                   .17                   .11

 Net asset value, end of period                          $12.92                $12.75

Total return (b)                                          3.71%                 2.07%

Ratios/Supplemental Data Ratios to average net assets:
   Net investment income                                  4.61%(c)              4.77%(c)
   Expenses, after expense reductions                      .65%(c)               .63%(c)
   Expenses, before expense reductions                     .99%(c)              1.32%(c)

Portfolio turnover rate                                  14.96%                20.44%

Net assets
   at end of period (000)                                $7,192                $3,949


<FN>

  (a) Commencement of sales of Class I shares.
  (b) Sales loads are not reflected in computing total return, which is not annualized for periods less than one year.
  (c) Annualized.

</FN>
</TABLE>

<TABLE>

s c h e d u l e  o f   i n v e s t m e n t s
<CAPTION>
Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
December 31, 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, 7.20% due 8/1/00                                                             Baa/BBB-      $  654,384
 1,000,000     Alameda County Certificate of Participation, 6.25% due 6/1/06                                 A3/A       1,100,720
   370,000     Albany Public Facilities Financing Authority Lease Revenue, 6.60% due 9/1/00
               (Library Community Center Project)                                                         Baa1/NR         393,786
   295,000     Alum Rock Union Elementary School District General Obligation Refunding Bonds,
               8.00% due 9/1/06                                                                           Aaa/AAA         369,771
   380,000     Alum Rock Union Elementary School District General Obligation Refunding Bonds,
               8.00% due 9/1/07                                                                           Aaa/AAA         483,052
 1,020,000     Antelope Valley Hospital Revenue, 5.25% due 1/1/06 (Insured: FSA)                          Aaa/AAA       1,079,343
 1,300,000     Berkeley Health Facility Revenue Refinancing Series A, 5.70% due 12/1/98
               (Alta Bates Medical Center Project), Escrowed to Maturity                                  AAA*/A+       1,322,555
 1,000,000     Berkeley Health Facilities Revenue, 6.55% due 12/1/22, prerefunded 12/1/02 @ 102           AAA*/A+       1,121,190
   380,000     Big Bear Regional Wastewater Agency Refunding Revenue Bonds, 4.70% due 4/1/06              Aaa/AAA         390,039
   835,000     California Educational Facilities Authority Revenue, 5.60% due 10/1/00 (U.S.C. Project)     Aa3/AA         871,623
 1,805,000     California Educational Facilities Authority Revenue, 5.60% due 10/1/02 (U.S.C. Project)     Aa3/AA       1,925,465
   500,000     California Educational Facilities Authority Revenue Series 1993, 5.15% due 9/1/03
               (Santa Clara University Project)                                                             A1/NR         524,215
   670,000     California HFA Revenue Series 1985-B, 9.875% due 2/1/17                                     Aa/AA-         703,768
    25,000     California HFA Single Family Mortgage Revenue Series 1982-A, 10.00% due 2/1/02
               (LOC: Citibank)                                                                             Aa/AA-          25,016
    95,000     California Housing Finance Agency Revenue, 6.90% due 8/1/16                                Aa2/AA-          97,137
   145,000     California Housing Financing Agency Revenue, 0% due 8/1/01                                 Aa2/AA-         113,318
   500,000     California Housing Financing Agency Revenue Series E-1, 5.40% due 8/1/00                   Aa2/AA-         514,675
   250,000     California Health Facilities Financing Authority Revenue, 7.00% due 6/1/08,
               prerefunded 6/1/99 @102                                                                    AAA*/NR         265,110
   200,000     California Health Facilities Financing Authority Revenue, 5.00% due 3/1/20, put 1/2/98
               (daily demand notes) (LOC: Morgan Guaranty)                                             VM1G1/A-1+         200,000
 1,000,000     California HFA Secured Revenue Series 1991, 6.65% due 9/1/01
               (Good Samaritan Hospital Project)                                                        Baa2/BBB+       1,072,200
   505,000     California HFA Financing Authority, 5.25% due 8/1/00
               (Marin General Hospital Project; Insured: FSA)                                             Aaa/AAA         521,584
   500,000     California Health Facilities Financing Authority Revenue, 5.30% due 5/15/04
               (Downey Community Hospital Project)                                                          NR/A-         517,995
     5,000     California Pollution Control Financing Authority Revenue, 7.20% due 9/1/15                   A1/A+           5,062
   500,000     California Pollution Control Financing Authority Revenue, 6.850% due 12/1/08                 A1/A+         529,335
   400,000     California Public Capital Improvement Finance Auth. Rev. Series 1988-E, 8.25% due 3/1/98    Baa/NR         402,380
 1,000,000     California State General Obligation, 6.50% due 10/1/99                                       A1/A+       1,044,180
   300,000     California State General Obligation, 6.750% due 5/1/02                                       A1/A+         331,713
   165,990     California State Veterans General Obligation Amortizing Coupon M-COATES,
               7.30% due 10/1/01                                                                        Aaa*/AAA*         161,807
   500,000     California State General Obligation, 9.50% due 5/1/03                                        A1/A+         625,750
 1,000,000     California State General Obligation, 9.50% due 2/1/10                                        A1/A+       1,436,310
 2,915,000     California Veterans Affairs Home Purchase Revenue, 7.375% due 8/1/12                        Aa2/A+       2,966,741
   250,000     California Veterans Affairs Home Purchase Revenue Series A, 7.50% due 8/1/98                 Aa/A+         254,770
 1,390,000     California Veterans Affairs Home Purchase Revenue Series A, 6.55% due 8/1/01                 Aa/A+       1,459,486
     5,000     California State Public Works High Technology, 7.375% due 4/1/06                             A1/A+           5,675
   500,000     California State Public Works Lease Revenue, 8.35% due 12/1/99                                 A/A         540,035
   500,000     California State Public Works Lease Revenue, 5.50% due 9/1/06 (Insured: AMBAC)             Aaa/AAA         542,885
   850,000     California State University Revenue, 6.40% due 11/1/02, crossover refunded 11/1/00 @ 102     A1/A-         917,839
 1,000,000     California Statewide Community Certificate of Participation, 5.90% due 4/1/09                 NR/A       1,053,460
   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+         648,319
 1,000,000     California Statewide Community Development Authority Certificate of Participation, 3.46%
               (inverse floater) due 1/1/00 (Motion Picture and Television Fund Project; Insured: AMBAC)  Aaa/AAA         974,720
 1,000,000     California Statewide Community Development Authority Certificate of Participation, 3.75%
               (inverse floater) due 1/1/01 (Motion Picture and Television Fund Project; Insured: AMBAC)  Aaa/AAA         965,660
 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+       1,083,100
   130,000     Cerritos-Compton Glendale College District General Obligation
               Certificate of Participation, 8.00% due 2/1/98                                               NR/NR         130,429
 1,000,000     Clovis Unified School District, 0% due 8/1/02                                              NR/BBB+         827,280
   700,000     Coachella Valley Water District # 71 Certificate of Participation, 5.75% due 10/1/00
               (Storm Water District Project)                                                                A/NR         731,458
   660,000     Cupertino Public Facilities Corp. Certificate of Participation Series 1992-B, 5.60%
               due 7/1/00                                                                                   A1/A+         683,615
 1,000,000     Duarte California Certificate of Participation, 6.25% due 4/1/23                           Baa1/NR       1,052,780
    60,000     El Paso de Robles Newark Water District Certificate of Participation
               Association of Bay Area Governments Finance Corporation, 7.40% due 6/1/98                    NR/NR          60,851
 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       1,573,860
    20,000     Fontana Redevelopment Agency Tax Allocation, 8.00% due 9/1/18                               Aaa/NR          20,955
   350,000     Foothill-De Anza Community College District Certificate of Participation, 7.35% 
               due 3/1/07                                                                                   NR/A-         390,422
   600,000     Fresno Multi Family Housing Revenue Refunding, 5.10% due 10/1/05, put 4/1/99
               (Maple Leaf Project; Insured: Continental Insurance)                                         NR/A-         605,520
 1,000,000     Fresno Multi family Housing Revenue Refunding, 4.875% due 1/1/28, put 1/1/08
               (Jackson Pary Place Project: Insured: FNMA)                                                 NR/AAA       1,007,480
   560,000     Fruitvale School District Certificate of Participation, 7.60% due 6/1/99                    Baa/NR         587,322
 2,000,000     Glendale Hospital Revenue Refunding Series 1994, 7.625% due 1/1/05
               (Verdugo Hills Project; Guarantee: Industrial Indemnity)                                     NR/A+       2,220,180
 1,000,000     Hawaiian Gardens Redevelopment Agency Project No 1 Tax Allocation, 0% due 12/1/16           NR/BBB         308,240
   200,000     Hayward Unified School District Certificate of Participation, 7.60% due 10/1/00             Baa/NR         205,502
    60,000     Hermosa Beach Lynwood and Vernon Certificate of Participation,
               7.10% due 9/1/99                                                                            NR/BBB          61,474
   605,000     Inglewood Certificate of Participation, 6.70% due 8/1/00 (Civic Center Improvement Project)Baa3/BBB-       641,941
   635,000     Inglewood Certificate of Participation, 6.80% due 8/1/01 (Civic Center Improvement Project)Baa3/BBB-       687,610
   690,000     Inglewood Certificate of Participation, 6.90% due 8/1/02 (Civic Center Improvement Project)Baa3/BBB-       759,593
   360,000     Irvine Ranch Water District Joint Powers Agency Revenue, 7.00% due 2/15/98                   NR/A+         361,386
    25,000     Irvine Ranch Water District Joint Powers Agency, 7.80% due 2/15/08                           NR/A+          25,105
 1,000,000     Irwindale Community Redevelopment Agency, 6.60% due 8/1/18                                  Baa/NR       1,145,150
   165,000     Kern High School District, 7.00% due 8/1/10                                                   A/NR         202,326
   680,000     Kern High School District Series B, 9.00% due 8/1/06                                       Aaa/AAA         905,889
   480,000     Lake Elsinore Public Financing Authority Tax Allocation Revenue Series 1992-C,
               6.15% due 2/1/01 (Insured: FGIC)                                                           Aaa/AAA         509,650
 3,000,000     Lancaster Redevelopment Agency Lease Revenue, 4.90% due 12/1/00
               (Public Improvement Project; LOC: Sumitomo - Dai Ichi Kangyo)                                 NR/A       3,046,500
 1,500,000     Los Angeles Equipment Acquisition Program L Certificate of Participation, 5.80% due 12/1/98   A/A+       1,525,800
     5,000     Los Angeles Convention & Exhibit Center, 9.00% due 12/1/20                                 Aaa/AAA           6,583
   500,000     Los Angeles Department Water & Power, 9.00% due 9/1/04                                      Aa3/A+         624,595
 1,000,000     Los Angeles Municipal Improvement Corporation Lease Revenue, 5.00% due 2/1/00                 A/A+       1,000,520
     5,000     Los Angeles State Building Authority Lease Revenue, 7.50% due 3/1/11                        NR/AAA           5,131
 1,500,000     Los Angeles Unified School District Certificate of Participation, 6.30% due 6/1/02            A/A-       1,621,950
   500,000     Los Angeles Wastewater System Revenue, 8.80% due 6/1/00                                    Aaa/AAA         555,700
   245,000     Los Angeles County Certificate of Participation, 0% due 10/1/02                           Baa1/BBB         191,717
   700,000     Los Angeles County Certificate of Participation, 0% due 4/1/03                            Baa1/BBB         529,725
   500,000     Los Angeles Certification of Participation, 6.90% due 3/1/01                              Baa1/BBB         539,060
   250,000     Los Angeles Certification of Participation, 0% due 9/1/03                                 Baa1/BBB         187,518
   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-         355,149
 1,000,000     Los Angeles County Transit Finance Corporation Certificate of Participation
               Series 1992-B, 5.70% due 7/1/99                                                              A1/NR       1,025,830
   375,000     Marysville Hospital Revenue, 6.00% due 1/1/04 (Fremont-Rideout Health Group Project;
               Insured: AMBAC)                                                                            Aaa/AAA         409,643
   200,000     Midpeninsula Regional Open Space District Certificate of Participation, 7.20%
               due 9/1/00, refunded 9/1/99                                                                 *Aaa/A         214,454
   360,000     Midpeninsula Regional Open Space District Certificate of Participation, 4.75% due 9/1/99      NR/A         364,619
   460,000     Midpeninsula Regional Open Space District Certificate of Participation, 4.80% due 9/1/00      NR/A         468,611
 1,230,000     Morgan Hill Unified School District Certificate of Participation Series 1993, 4.70% 
               due 8/1/98                                                                                   A1/NR       1,236,593
   835,000     Morgan Hill Unified School District Certificate of Participation Series 1993, 5.00% 
               due 8/1/00                                                                                   A1/NR         854,038
   660,000     Mountain View Shoreline Reg. Park Community Tax Allocation Series 1993-A, 4.70% due 8/1/99     A/A         667,636
   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         833,190
   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         524,330
   330,000     New Haven Unified School District Certificate of Participation, 7.30% due 12/1/01            NR/A-         345,461
   355,000     New Haven Unified School District Certificate of Participation, 7.30% due 12/1/02            NR/A-         371,632
   380,000     New Haven Unified School District Certificate of Participation, 7.40% due 12/1/03            NR/A-         398,141
   410,000     New Haven Unified School District Certificate of Participation, 7.40% due 12/1/04            NR/A-         429,573
   700,000     Northern California Power Agency Public Power Revenue, 5.65% due 7/1/07                    Baa3/A-         740,040
   100,000     Oakland California Redevelopment Agency, 7.40% due 5/1/07                                  Aaa/AAA         103,163
 1,000,000     Orange Multifamily Housing Revenue, 5.60% due 10/1/27
               (Villa Santiago Rehab Project; Insured: FNMA)                                               NR/AAA       1,043,820
 1,100,000     Orange County Refunding Recovery, 5.10% due 6/1/02 (Insured: MBIA)                         Aaa/AAA       1,143,087
 2,000,000     Orange County Refunding Recovery, 5.20% due 6/1/03 (Insured: MBIA)                         Aaa/AAA       2,098,200
 2,000,000     Orange County Refunding Recovery, 6.50% due 6/1/04 (Insured: MBIA)                         Aaa/AAA       2,250,080
 2,000,000     Orange County Refunding Recovery, 6.50% due 6/1/05 (Insured: MBIA)                         Aaa/AAA       2,275,720
 2,000,000     Orange County Airport Revenue Bond, 5.50% due 7/1/02 (Insured:MBIA)                        Aaa/AAA       2,110,640
 1,000,000     Orange County Airport Revenue Bond, 6.00% due 7/1/07 (Insured MBIA)                        Aaa/AAA       1,115,740
   900,000     Orange County Local Transportation Authority Sales Tax Rev., 5.50% due 2/15/01
               (Measure M Sales Tax Project)                                                                Aa/AA         938,673
 1,550,000     Orange County Local Transportation Authority Sales Tax Rev., 5.70% due 2/15/03
               (Measure M Sales Tax Project)                                                                Aa/AA       1,656,811
 1,050,000     Orange County Local Transportation Authority Sales Tax Rev., 5.75% due 2/15/04
               (Measure M Sales Tax Project)                                                                Aa/AA       1,125,590
   510,000     Orange County Local Transportation Authority Sales Tax Rev., 6.00% due 2/15/06
               (Measure M Sales Tax Project)                                                                Aa/AA         565,855
 1,000,000     Orange County Local Transportation Authority Sales Tax Revenue 2nd Series,
               3.50% due 2/15/99, (inverse floater)(Insured: FGIC)                                        Aaa/AAA         990,180
 2,000,000     Orange County Recovery Certificate of Participation Series A, 5.50% due 7/1/02
               (Insured: MBIA)                                                                            Aaa/AAA       2,112,320
   100,000     Orange County Special Financing Authority Teeter Pan Revenue, 4.10% due 11/1/14,
               put 1/9/98 (weekly demand notes)                                                             NA/NA         100,000
 1,680,000     Orange County Transportation Authority Certificates of Participation, 5.125% due 7/1/02      A1/NR       1,738,934
   410,000     Oroville Hospital Revenue, 4.50% due 12/1/03 (Insured: California Mortgage)                  NR/A+         414,658
 ` 500,000     Oroville Hospital Revenue, 5.50% due 12/1/07 (Insured: California Mortgage)                  NR/A+         536,765
   950,000     Oxnard Harbor District Refunding Revenue, 6.60% due 8/1/00 (Capital Guaranty)              Aaa/AAA         988,456
   500,000     Palomar Pomerado Health System, 0% due 11/1/03                                             Aaa/AAA         391,675
   510,000     Paramount Unified School District Certificate of Patricipation, 0% due 9/1/14 (Insured: FSA)Aaa/AAA        452,523
   100,000     Perris School District Certificate of Participation, 5.10% due 3/1/00 (Insured: FSA)       Aaa/AAA         102,527
 1,000,000     Piedmont Unified School District Series B, 0% due 8/1/13                                     Aa/NR         426,380
 1,000,000     Pleasanton Unified School District Series B, 0% due 8/1/16                                 Aaa/AAA         365,000
   580,000     Pomona Unified School District General Obligation, 5.35% due 2/1/05
               (Insured: MBIA)                                                                            Aaa/AAA         618,210
   340,000     Pomona Unified School District Gerneral Obligation, 5.40% due 8/1/05
               (Insured: MBIA)                                                                            Aaa/AAA         364,606
    35,000     Rancho Cucamonga Redevelopment Agency Series A, 7.70% due 5/1/16                           Aaa/AAA          35,462
   965,000     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+         976,339
   500,000     Richmond Joint PowersFinancing Authority Revenue Series A, 5.20% due 5/15/05                  NR/A         520,770
   465,000     Riverside County Housing Authority Revenue Series A, 7.75% due 10/1/00                      Baa/NR         469,129
   295,000     Sacramento Financing Authority Series 1991, 6.30% due 11/1/02                                A1/A+         321,954
 1,000,000     Sacramento Regional Transportation Authority Certificate of Participation, 6.00% 
               due 3/1/99                                                                                   A1/NR       1,023,480
 1,000,000     Sacramento Regional Transportation Authority Certificate of Participation, 6.25% 
               due 3/1/01                                                                                   A1/NR       1,062,870
   920,000     Sacramento MFHR, 5.875% due 2/1/08, put 2/1/03 (Fairways I Apartments Project;
               Insured: FNMA)                                                                              NR/AAA         930,976
 2,000,000     Salinas Redevelopment Agency Tax Allocation Series A, 0% due 11/1/22                       Aaa/AAA         491,980
   450,000     San Diego County Regional Trans. Community Sales Tax Rev. Series A,
               6.125% due 4/1/98 (Escrowed to Maturity)                                                   AAA/AA-         452,709
 1,800,000     San Diego County Water Authority Certificate of Participation, 6.125% due 5/1/03            Aa/AA-       1,939,122
   255,000     San Francisco City & County Agency Redevelopment Agency Lease Revenue, 0% due 7/1/00         A1/A-         230,227
 1,500,000     San Francisco City & County Agency Redevelopment Agency Lease Revenue, 0% due 7/1/07         A1/A-         960,300
   190,000     San Francisco City & County Agency Refunding Series Sec 8, 6.125%
               due 7/1/02 (Insured: MBIA / FHA)                                                           Aaa/AAA         190,371
   200,000     San Jacinto IDA IDRB Series 1990, 7.20% due 6/1/98 (Edelbrock Foundry
               Corporation Project; LOC: Bank of America)                                                  NR/AA-         203,222
 2,000,000     San Joaquin County Certificate of Participation, 5.25% due 9/1/98 (General Hospital Project)  A/A-       2,014,100
 1,440,000     San Joaquin County Certificate of Participation, 5.60% due 9/1/00 (General Hospital Project)  A/A-       1,483,675
   895,000     San Joaquin County Certificate of Participation, 5.90% due 9/1/03 (General Hospital Project)  A/A-         948,736
   410,000     San Marcos Public Facility Authority Capital Improvement Series 1991, 0% due 1/1/00, ETM    Aaa/NR         377,811
 1,640,000     Santa Ana Community Development Agency Tax Allocation Series B, 6.50% due 12/15/14          NR/AAA       1,741,172
   425,000     Santa Ana Community Development Agency Series D, 6.50% due 12/15/14, pre-refunded
               12/15/00 @ 102                                                                             Aaa/AAA         450,203
   500,000     Santa Ana Community Red. Agency Tax Allocation Series 1989-B, 7.10% due 9/1/98              NR/BB+         508,830
 2,000,000     Santa Ana Multifamily Housing Revenue Bonds Series B, 5.65% due11/1/21                      NR/AAA       2,100,080
   500,000     Santa Clara Certificates of Participaton Series A, 7.75% due 2/1/02                        Aaa/AAA         569,060
    35,000     Santa Clara Electric Revenue Series B, 7.80% due 7/1/10                                        A/A          35,624
    20,000     Santa Clara County Certificates of Participaton, 8.00% due 3/1/18                           NR/AAA          20,539
   315,000     Santa Monica Community College District Certificate of Participation, 7.65% due 5/1/01,
               (Rancho Corrales Project)                                                                     NR/A         323,341
   250,000     Santa Rosa Insured Revenue,7.125% due 6/1/14                                                 NR/A+         254,315
   440,000     Simi Valley Community Development Agency Certificate of Participation, 6.05% due 10/1/18,
               put 10/1/99                                                                                 NR/AA-         450,498
   750,000     Snowline Joint Unified School District Certificates of Participation, 7.25% due 4/1/18      NR/BBB         816,930
   810,000     Sonoma County Certificate of Participation Public Works Improvement Program,
               5.40% due 8/1/00 (Integrated Waste Project)                                                  NR/A+         837,540
   950,000     Sonoma County Certificate of Participation Public Works Improvement Program,
               5.80% due 8/1/03 (Integrated Waste Project)                                                  NR/A+         988,304
   150,000     South Coast Air Quality Management District Building Corporation
               Installment Sale Revenue, 9.75% due 8/1/98 (Escrowed to Maturity)                          Aaa/AAA         155,216
 1,435,000     South Orange County Public Finance Authority Special Tax Revenue, 7.00% due 9/1/05
               (Insured: MBIA)                                                                            Aaa/AAA       1,683,312
   250,000     Southern California Public Power Authority Revenue, 6.75% due 7/1/01                           A/A         270,483
   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+         250,000
 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       1,048,130
   340,000     Suisun City Redevelopment Agency 1990 Tax Allocation,
               7.20% due 10/1/01, pre-refunded 4/1/00                                                     *Aaa/A-         370,151
   500,000     Sulphur Springs Union School District General Obligation Series B, 5.70% due 3/1/01           NR/A         525,015
   450,000     Sunline Transit Agency Certificate of Participation California Transit Finance Corporation
               Series A, 5.50% due 7/1/02                                                                    A/NR         473,760
   900,000     Sweetwater Union High School District Certificate of Participation, 6.40% due 11/1/01    Baa1/BBB+         944,001
   190,000     Temecula Community Services Certificate of Participation Series 1992,
               6.00% due 10/1/98 (Community Recreation Center Project)                                       NR/A         193,061
   200,000     Temecula Community Services Certificate of Participation Series 1992,
               6.00% due 10/1/99 (Community Recreation Center Project)                                       NR/A         206,682
   210,000     Temecula Community Services Certificate of Participation Series 1992,
               6.00% due 10/1/00 (Community Recreation Center Project)                                       NR/A         220,261
   255,000     Torrance Unified School District Certificate of Participation, 6.10% due 10/1/00           Baa1/NR         260,003
 1,000,000     Tracy California Certificates of Participation, 7.00% due 10/1/27                           NR/BBB       1,072,400
   275,000     Trinity County Public Utilities District Certificate of Participation, 5.25% due 4/1/98    NR/BBB-         275,745
   290,000     Trinity County Public Utilities District Certificate of Participation, 5.50% due 4/1/99    NR/BBB-         294,205
   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-         765,000
   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-         372,300
   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-         428,400
 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       1,691,952
   635,000     University of California Research Facilities Revenue, 11.00% due 9/1/98                      NR/A-         664,756
   870,000     University of California Research Facilities Revenue, 5.25% due 9/1/02                       NR/A-         906,052
   500,000     University California Revenue Bonds Series A, 8.00% due 11/1/00                            Aaa/AAA         554,160
   625,000     Vallejo Public Financing Authority Local Agency Revenue Series A, 5.00% due 9/2/98           NR/A-         629,381
 1,000,000     Walnut Valley Unified School District, 8.75% due 8/1/10                                    Aaa/AAA       1,391,770
   800,000     Walnut Valley Unified School District, 9.00% due 8/1/06                                    Aaa/AAA       1,065,752
   245,000     Walnut Valley Unified School District Series A, 6.70% due 8/1/05                           Aaa/AAA         283,176
   250,000     Walnut Valley Unified School District Series A, 6.80% due 2/1/07                           Aaa/AAA         295,710
   250,000     Walnut Valley Unified School District Series A, 6.90% due 2/1/08                           Aaa/AAA         301,080
   100,000     Walnut Valley Unified School District Series A, 7.00% due 8/1/08                           Aaa/AAA         121,976
   495,000     Yorba Linda Public Financing Authority Certificate of Participation,
               7.00% due 11/1/00 (Recycling Equipment Project)                                               A/NR         524,156
   650,000     Yuba City Unified School District Certificate of Participation, 6.70% due 2/1/13           Baa1/NR         711,373



               TOTAL INVESTMENTS (Cost $128,665,866)                                                                 $133,704,631



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




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