THORNBURG LIMITED TERM MUNICIPAL FUND INC
497K2, 1999-05-03
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THORNBURG                                                Rule 497(k)(1)(ii)
LIMITED TERM
MUNICIPAL
FUND-NATIONAL
PORTFOLIO


<logo>

Fund Profile
March 31, 1999

This Profile summarizes key information about the Fund that is included in 
the Fund's Prospectus.  The Fund's Prospectus includes additional 
information about the Fund, including a more detailed description of the 
risks associated with investing in the Fund that you may want to consider 
before you invest.  You may obtain the Prospectus and other information 
about the Fund at no cost by calling 800-847-0200.

<PAGE>
Investment Goals

The Fund's primary goal is providing as high a level of current income 
exempt from federal individual income tax as is consistent, in the view of 
the Fund's investment adviser, with preservation of capital.  Its secondary 
goal is to reduce expected fluctuations in its share price relative to 
longer intermediate and long-term bond portfolios.

No assurance can be given that these goals will be achieved.

Principal Investment Strategies 

The Fund pursues its primary goal by investing in obligations which are 
issued by states and state agencies and local governments and their 
agencies and by United States territories and possessions.  The Fund 
invests in obligations which are rated as investment grade or, if unrated, 
which are issued by obligors which have comparable investment grade 
obligations outstanding or which are deemed by the Fund's investment 
adviser to be comparable to obligors with outstanding investment grade 
obligations.  The Fund pursues its secondary goal of reducing share price 
fluctuations by maintaining a dollar-weighted average portfolio maturity of 
normally five years or less. 

Thornburg Management Company, Inc. (TMC) actively manages the Fund's 
portfolio, and investment decisions are based upon general economic and 
financial trends, outlooks for interest rates and securities markets, the 
supply of debt securities, and analysis of specific securities.

The Fund seeks to enhance its income by taking advantage of yield 
disparities, trends or other factors in the fixed income markets.  Although 
the Fund ordinarily will acquire securities for investment rather than for 
realization of gains on market fluctuations, it may dispose of any security 
prior to its scheduled maturity to enhance income or reduce loss, to change 
the portfolio's average maturity, or to otherwise respond to current market 
conditions.  The objective of preserving capital may prevent the Fund from 
obtaining the highest yields available.

Additional information about the Fund's investments is available in the 
Fund's Annual and Semiannual Reports to Shareholders.  In the Fund's 
Prospectus you will find a discussion of the market conditions and 
investment strategies which significantly affected the Fund's performance 
during the last fiscal year.  You may obtain copies of the Fund's most 
recent Annual and Semiannual Reports and Prospectus at no cost by calling 
the Fund's Distributor, Thornburg Securities Corporation, at (800) 
847-0200.

Principal Risks

The value of the Fund's shares and its dividends will fluctuate in response 
to changes in interest rates.  When interest rates increase, the value of 
the Fund's investments declines and the Fund's share value is reduced.  
When interest rates decline, the value of the Fund's investments increases. 

During periods of declining interest rates the Fund's dividends decline.  
The value of Fund shares also could be reduced if municipal obligations 
held by the Fund were downgraded by rating agencies, or went into default, 
or if legislation or other government action reduces the ability of issuers 
to pay principal and interest when due or changes the tax treatment of 
interest on municipal obligations.  The loss of money is a risk of 
investing in the Fund, and when you sell your shares they may be worth more 
or less than what you paid for them.

An investment in the Fund is not a deposit in any bank and is not insured 
or guaranteed by the Federal Deposit Insurance Corporation or any other 
government agency.

Past Performance of the Fund
- ----------------------------

The following information provides some indication of the risks of 
investing in the Fund by showing how the Fund's investment results vary.  
The bar chart shows how the annual total returns for Class A shares have 
been different in each full year shown, and the average annual total return 
figures compare Class A and Class C share performance to the Lehman 
Five-Year General Obligation Bond Index, a broad measure of market 
performance.

The sales charge for Class A shares is not reflected in the returns shown 
in the bar charts, and the returns would be less if the charge was taken 
into account.  The figures shown in the average annual total return table 
do reflect maximum sales charges imposed, assuming a redemption at the end 
of each period shown.  Performance in the past is not necessarily an 
indication of how the Fund will perform in the future.

<The following are presented as bar graphs in the Prospectus>
Limited Term National Fund Annual Total Returns Class A Shares
- ---------------------------------------------------------------
15%
                                          
10%                                      9.97
     7.79        8.61        8.81
 5%        6.48        7.74                          5.47
                                               3.97
 0%  
                                  (1.48) 
- -5
     1989  1990  1991  1992  1993  1994  1995  1996  1997  1998

Year to date return for period ended 3/31/99: 0.57%.

Highest quarterly results for time period shown: 3.56%(quarter ended 
3/31/95).
Lowest quarterly results for time period shown: (2.10)% (quarter ended 
3/31/94).

Limited Term National Fund Average Annual Total Returns
- -----------------------------------------------------------
(periods ended 12/31/98)

                         One Year   Five Years  Ten Years  Since Inception
                         --------   ----------  ---------  ---------------
    Class A Shares         2.16%     3.96%       5.90%      6.78% (9/28/84)
    Lehman Index           5.85%     5.36%       6.99%      7.67%

    Class C Shares         3.86%     N/A         N/A        4.76% (9/1/94)
    Lehman Index           5.85%     N/A         N/A        6.28%

<PAGE>
Fees and Expenses of the Fund

The following tables describe the fees and expenses
you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your
investment)                                           Class A    Class C
                                                      -------    -------
     Maximum Sales Charge (Load) imposed on            2.50%      none
     purchases (as a percentage of offering price)
     Maximum Deferred Sales Charge on Redemptions      0.50%*    0.50%**
     (as a percentage of redemption proceeds or 
      original purchase price, whichever is lower)
 * Imposed only on redemptions of purchases greater than $1 million in
   the event of a redemption within 12 months of purchase.
** Imposed only on redemptions of Class C shares within 12 months
   of purchase.

Annual Fund Operating Expenses (expenses that are deducted 
- ------------------------------  from Fund assets)
 
                                              Class A    Class C
     Management Fee                             .45%       .45%
     Distribution and Service (12b-1) Fees      .25%      1.00%
     Other Expenses                             .27%       .38%
                                                ----      -----
           Total Annual Operating Expenses      .97%      1.83%

Thornburg Management Company, Inc. (TMC) intends to reimburse a portion of 
the Class C other expenses, and Thornburg Securities Corporation intends to 
waive a portion of the Class C 12b-1 fees, so that actual Class C other 
expenses are .30%, actual Class C 12b-1 fees are .63%, and so that actual 
total Fund operating expenses are 1.38% for Class C shares.  Reimbursement 
of expenses and waiver of fees may be terminated at any time. 

Example.  This Example is intended to help you compare the cost of 
investing in the Fund with the cost of investing in other mutual funds. 

The Example assumes that you invest $10,000 in the Fund for the time 
periods indicated and redeem all of your shares at the end of these 
periods.  The Example also assumes that your investment has a 5% return 
each year and that the Fund's operating expenses remain the same.  Although 
your actual costs may be higher or lower, based on these assumptions your 
costs would be:

                       1 Year  3 Years  5 Years  10 Years
                       ------  -------  -------  --------
     Class A Shares     $347     $553     $776    $1,421
     Class C Shares      238      581    1,001     2,175

You would pay the following expenses if you did not redeem your shares:

                       1 Year  3 Years  5 Years  10 Years
                       ------  -------  -------  --------
     Class A Shares     $347     $553     $776    $1,421
     Class C Shares      188      581    1,002     2,175


Investment Adviser and Portfolio Managers

The Fund's investment adviser is Thornburg Management Company, Inc. (TMC), 
providing investment management and administrative services.  Brian J. 
McMahon and George Strickland, both of whom are managing directors of TMC, 
are the portfolio managers for the Fund.  Mr. McMahon has managed municipal 
bond portfolios for TMC since 1984, and Mr. Strickland has performed 
municipal bond credit analysis and management since joining TMC in 1991.  
Mr. McMahon and Mr. Strickland are assisted by other employees of TMC in 
managing the Fund's portfolio. 

Purchase of Fund Shares

The Fund offers multiple classes of shares.  Purchases of Class A and 
Class C shares are described below.

Class A Shares

                        Class A Shares Sales Charge
                    as a percentage      as a percentage
Purchase Amount     of Offering Price   of Net Asset Value
- ---------------     -----------------   ------------------
[S]                        [C]                [C]
Less than $50,000          2.50%              2.56%
$50,000 to 99,999.99       2.25%              2.50%
$100,000 to 249,999.99     1.75%              1.78%
$250,000 to 499,999.99     1.50%              1.52%
$500,000 to 999,999.99     1.00%              1.01%
$1,000,000 and up          0.00%              0.00%

   No sales charge will be payable at the time of purchase on investments of
   $1 million or more made by a purchaser.  A contingent deferred sales
   charge will be imposed on these investments in the event of a share
   redemption within one year following the share purchase at the rate of
   1/2 of 1% of the value of the shares redeemed.

Shareholders who sign a letter of intent to purchase more than $50,000 over 
13 months may buy Class A shares at a reduced sales charge. Certain 
shareholders may buy Class A shares at no sales charges:

     1.  shareholders who purchase shares within 24 months of redeeming
         Class A shares; 

     2.  customers of trust companies or bank trust departments; 

     3.  customers of fee for service financial advisors; 

     4.  shareholders investing through a dealer's wrap program; 

     5.  shareholders whose orders are placed through certain brokers
         maintaining omnibus accounts. 

Class C Shares

Class C shares are sold at net asset value, but are subject to higher 
annual expenses and a 1/2 of 1% contingent deferred sales charge if 
redeemed within one year of purchase.

The minimum purchase to open an account is $5,000 but automatic investment 
plans may be opened with $100.  Minimum additional purchase for any account 
is $100.  Minimum account size is $1,000, and accounts falling below that 
amount may be subject to mandatory redemption.  Purchases may be made by 
mail, through your financial advisor or by telephone. 

Redeeming Fund Shares

You can withdraw money from your Fund account on any Fund business day by 
redeeming some or all of your shares (selling them back to the Fund either 
directly or through your financial advisor).  Your shares will be purchased 
by the Fund at the net asset value next computed after your order is 
received in proper form.  If your purchase was subject to a contingent 
deferred sales charge within one year of purchase, the charge will be 
deducted. You may redeem Fund shares by mail, through your financial 
advisor, or by telephone. if you have previously signed up for the 
telephone redemption feature.

Distributions and Taxes

The Fund distributes substantially all of its net income and realized 
capital gains to shareholders each year.  The Fund declares its net 
investment income daily and distributes it monthly.  The Fund will 
distribute any net realized capital gains at least annually.  Distributions 
are reinvested automatically in additional shares unless you elect to 
receive them in cash.  Income dividends attributable to tax exempt 
municipal obligations owned by the Fund are exempt from federal personal 
income tax, but some portion of these dividends could be subject to the 
alternative minimum tax.  Dividends attributable to market discount on 
portfolio securities and distributions of net short-term capital gains are 
taxable as ordinary income.  Any distributions of long-term capital gains 
are taxed as long-term capital gains.  Income dividends may not be exempt 
from state income taxes or taxes imposed on persons who are not 
individuals.

Other Fund Services

* Thornburg Funds telephone representatives:  Monday through Friday from
  7:30 a.m. to 4:30 p.m. Mountain Time, at 1-800-847-0200.

* Thornburg Funds Audio Response System: 24 hours a day, 7 days a week.
  Call 1-800-847-0200.

* The Automatic Investment Plan: transfer as little as $100 from your bank
  account on a weekly, monthly or quarterly basis.

* Exchange Class A shares of any other Thornburg Fund for Class A
  shares of the Fund without paying any additional sales charge.

* Website: Contact Thornburg on the Internet at www.Thornburg.com

Contact your financial advisor or the Fund for more information on these and 
other services available to you.


Please call 1-800-847-0200 or your financial adviser for an application to 
purchase shares of the Fund.  A copy of the Fund's prospectus will be sent 
to you with the application.

                                   <LOGO>
                               Thornburg Funds
                          Investing With Integrity

                Thornburg Securities Corporation, Distributor
              119 East Marcy Street, Santa Fe, New Mexico 87501
                                800-847-0200
            www.thornburg.com    e-mail: [email protected]



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