THORNBURG LIMITED TERM MUNICIPAL FUND INC
N-30D, 1999-08-30
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Thornburg Limited Term Municipal Fund California Portfolio

Fund facts. . . as of 6/30/99

                                    Thornburg            Thornburg
                                  Limited Term          Limited Term
Municipal Fund CA
Municipal Fund CA                   A Shares               C Shares
SEC Yield ......................       3.30%                2.94%
Taxable Equiv. Yields ..........       6.02%                5.37%
NAV ............................   $   12.75            $   12.76
Max. Offering Price ............   $   12.94            $   12.76

Total returns. . . as of 6/30/99
(Annual Average - After Subtracting Maximum Sales Charge)

One Year .......................        1.40%               2.56%
Three Year .....................        4.14%               4.24%
Five Year ......................        4.50%                N/A
Ten Year .......................        5.47%                N/A
Since Inception                         5.67%               4.39%
Inception Date .....................   (2/19/87)          (9/1/94)

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 fund may be
subject to the  alternative  minimum tax. The  investment  return and  principal
value of an investment in the fund will  fluctuate so that,  when  redeemed,  an
investor's  shares may be worth more or less than their original  cost.  Maximum
sales  charge of the Fund's Class A Shares is 1.50%.  The data quoted  represent
past performance and may not be construed as a guarantee of future results.

Dear Shareholder,
What a difference six months makes!  Last autumn the world's leading  economists
and investment strategist predicted that the Russian financial crisis, coming on
the heels of the Asian  financial  crisis,  would send the world  economy into a
tailspin.  Yields on 30-year U.S.  government  bonds dropped below 4.75% for the
first time in 4 decades.  Bond buyers at that time no doubt expected an economic
slowdown that would be severe and long lasting.  The gloomy  experts were wrong.
The U.S. economy delivered its strongest  economic growth in a generation during
the October 1 to April 1 period. Asian economies are gathering momentum,  as are
many other developing  economies around the world. As we write this letter,  the
experts are trying to decide if better economic  growth  worldwide will pave the
way for more inflation and higher  interest rates. As they examine their crystal
balls,  interest rates are rising.  The municipal bond market is reacting to the
changing  scene with higher yields and  increasing  participation  by individual
investors.  Whatever happens,  we believe your laddered maturity  municipal bond
portfolio is well structured to adapt to changing circumstances and benefit from
higher yields, if they should become  available.  On June 30, 1998 the net asset
value per share of Thornburg Limited Term Municipal Fund - California  Portfolio
was $12.90.  The price  increased to $13.00 on December 31,  before  settling at
$12.75 on June 30, 1999,  the conclusion of your fund's 1999 fiscal year. If you
were with us for the  entire  year,  you  received  dividends  of 53.2 cents per
share.  If you  reinvested  your  dividends  you received  54.3 cents per share.
Investors who owned C shares  received  dividends of 48 and 48.9,  respectively.
Your  Thornburg  Limited  Term  Municipal  Fund  portfolio  currently  holds 170
municipal  obligations from municipal obligors in California.  Approximately 95%
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  4.6 years, and we always
keep it below 5 years. Percentages of the portfolio maturing in the coming years
are summarized below:

% of portfolio    Cumulative %
maturing within   maturing by end of

         1 years = 12%     year 1 = 12%
    1 to 2 years = 15%     year 2 = 27%
    2 to 3 years = 16%     year 3 = 43%
     3 to 4 years = 9%     year 4 = 52%
     4 to 5 years = 7%     year 5 = 59%
     5 to 6 years = 6%     year 6 = 65%
     6 to 7 years = 7%     year 7 = 72%
     7 to 8 years = 9%     year 8 = 81%
     8 to 9 years = 6%     year 9 = 87%
    9 to 10 years = 9%     year 10 = 96%

Over the last  three  months  your  average  portfolio  maturity  has  increased
slightly.  The passage of time always  shortens the  maturities  of the bonds we
own. We directed  portfolio  cash flow and new money into the middle and rear of
your bond ladder,  taking advantage of the good selection of new municipal bonds
coming to market  recently.  Today,  we are managing  the  portfolio to keep the
average maturity  approximately where it is. We will stick with this approach if
interest  rates remain  stable or  decrease.  If bond yields  increase,  we will
extend  the  average  portfolio  maturity.  You can see  from  the  chart on the
previous  page that 43% of our $130  million bond  portfolio  will mature in the
next 3 years! We would like to increase our dividend yields if higher yields are
available.  Any observer must be impressed by the  fundamental  strength of both
the broad U.S. economy and the California economy.  More people than ever before
are working. Wages are firm. But government spending is accelerating. Taken as a
whole,  California cities continue to increase their financial  reserves for the
fifth consecutive year. The state of California  reports similar favorable news.
If the current  strength of the U.S. economy  persists,  we expect long maturity
interest  rates to  increase  slightly  in the  coming  months.  The  supply  of
municipal  bonds will continue to be plentiful.  No politician gets elected as a
budget cutter these days.  Two recent surveys of American  voters  indicate that
tax cuts are NOT  favored by a majority  of  voters.  The public  prefers to see
additional  spending on education,  health and the environment.  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 earned  Morningstar's 4 star overall
rating*  for risk  adjusted  performance.  We 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. Sincerely,

Brian J. McMahon  George T. Strickland
Portfolio Manager Portfolio Manager

*Morningstar  proprietary rating reflects historical risk adjusted  performances
as of 6/30/99.  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 stars  (highest).  Morningstar  overall  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 and 22.5% receive four
stars.  LTCAX 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  6/30/99.  At 6/30/99,  there
were 1,591bond  funds with 3-year ratings,  1,191 with 5-year  ratings,  and 366
with 10-year ratings in Morningstar's  Municipal Bond category.  Ratings are for
Class A shares only.
Past performance cannot guarantee future results.

ASSETS

Investments at value (cost $131,897,563) ...................   $135,168,155
Cash .......................................................        192,982
Receivable for fund shares sold ............................         60,838
Interest receivable ........................................      2,096,762
Prepaid expenses and other assets ..........................            849
                           Total Assets ....................    137,519,586

LIABILITIES

Payable for investments purchased ..........................      2,562,637
Payable for fund shares redeemed ...........................        178,545
Accounts payable investment advisor (Note 4) ...............         64,499
Accounts payable and accrued expenses ......................        148,869
Dividends Payable ..........................................        114,001
                           Total Liabilities ...............      3,068,551

NET ASSETS .................................................   $134,451,035

NET ASSET VALUE:

Class A Shares:
Net asset value and redemption price per share ($113,835,067
applicable to 8,929,754 shares of beneficial interest
outstanding - Note 5) ......................................   $      12.75

Maximum sales charge, 1.50 % of offering
price (1.52% of net asset value per share) .................           0.19
Maximum Offering Price Per Share ...........................   $      12.94

Class C Shares:
Net asset value and offering price per share ($7,891,877
applicable to 618,462 shares of beneficial interest
outstanding - Note 5) ......................................   $      12.76

Class I Shares:
Net asset value, offering and redemption price per share
($12,724,091 applicable to 997,952 shares of beneficial
interest outstanding - Note 5) .............................   $      12.75

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

INVESTMENT INCOME:
Interest income (net of premium amortized of $651,181)
                                                                     $6,963,247

EXPENSES:
Investment advisory fees (Note 4)                                       682,539
Administration fees (Note 4)
Class A Shares                                                          147,428
Class C Shares                                                           10,030
Class I Shares                                                            5,271
Distribution and service fees (Note 4)
Class A Shares                                                          294,856
Class C Shares                                                           80,245
Transfer agent fees                                                      79,512
Custodian fees                                                           90,322
Registration and filing fees                                              2,945
Professional fees                                                        12,465
Accounting fees                                                          13,207
Director fees                                                             3,919
Other expenses                                                           12,937
Total Expenses                                                        1,435,676

Less:
Expenses reimbursed and fees waived by investment adviso                (52,378)
Distribution and service fees waived (Note 4)                           (30,095)

Net Expenses                                                          1,353,203

Net Investment Income                                                 5,610,044

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (Note 6)
Net realized (loss) on investments sold                                  (9,464)
(Decrease) in unrealized appreciation of investments                 (1,587,651)

Net Realized and Unrealized Gain
(Loss) on Investments                                                (1,597,115)

Net Increase in Net Assets
Resulting from Operations $                                           4,012,929

See notes to financial statements.
                                               Year Ended        Year Ended
                                              June 30, 1999     June 30, 1998

INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income                        $  5,610,044        $  5,523,039
Net realized gain (loss) on investments sold       (9,464)             29,681
Increase (Decrease) in unrealized appreciatio  (1,587,651)          1,431,181

Net Increase in Net Assets Resulting from Ope   4,012,929           6,983,901

DIVIDENDS TO SHAREHOLDERS:
From net investment income
Class A Shares                                 (4,843,588)         (4,926,639)
Class C Shares                                   (296,971)           (281,691)
Class I Shares                                   (469,485)           (314,709)

FUND SHARE TRANSACTIONS (Note 5):
Class A Shares                                 (7,072,424)         26,770,636
Class C Shares                                    141,905           1,821,049
Class I Shares                                  4,620,695           4,220,631

Net Increase (Decrease) in Net Assets          (3,906,939)         34,273,178

NET ASSETS:
Beginning of year                             138,357,974         104,084,796

End of year                                  $134,451,035        $138,357,974

See notes to financial statements.




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 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, 1999 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 National 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 $24,725,383) for the net
assets of MacKenzie  which  aggregrated  $24,725,383,  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 year ended June 30, 1999,
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 year ended June 30, 1999,  the Adviser  voluntarily  reimbursed
certain operating  expenses  amounting to $52,378.  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, 1999 the
Distributor  earned  commissions  aggregating  $14,004  from the sale of Class A
shares, and collected  contingent  deferred sales charges  aggregating $782 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, 1999 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 is borne by the Fund.

Note  5 - Shares of Beneficial Interest
At June 30,  1999,  there  were an  unlimited  number of  shares  of  beneficial
interest authorized and capital paid-in aggregated $132,013,338. Transactions in
shares of beneficial interest were as follows:

                        Year Ended June 30, 1999    Year Ended June 30, 1998
Class A Shares            Shares      Amount            Shares      Amount
Shares sold             1,431,325   $ 18,540,509      1,321,780   $ 17,129,362
Shares issued to shareholders in
reinvestment of distributions
                          266,444      3,454,191        249,838      3,217,407
Shares issued in merg           0              0      1,933,181     24,725,383
Shares repurchased     (2,245,597)   (29,067,124)    (1,421,995)   (18,301,516)

Net Increase (Decreas    (547,828)  ($ 7,072,424)     2,082,804   $ 26,770,636

Class C Shares
Shares sold               159,413   $  2,071,491        255,731   $  3,228,901
Shares issued to shareholder
in reinvestment of distributions
                           17,406        225,869         16,952        218,500
Shares repurchased       (165,924)    (2,155,455)      (126,178)    (1,626,352)

Net Increase               10,895   $    141,905        146,505   $  1,821,049

Class I Shares
Shares sold               571,518   $  7,407,462        358,013   $  4,536,004
Shares issued to shareholders in
reinvestment of distributions
                           34,993        453,510         22,572        302,376
Shares repurchased       (250,814)    (3,240,277)       (48,092)      (617,749)
Net Increase              355,697   $  4,620,695        332,493   $  4,220,631

Note 6 - Securities Transactions
For the  year  ended  June  30,  1999,  the  Portfolio  had  purchase  and  sale
transactions  (excluding short-term  securities) of $29,033,775 and $29,468,141,
respectively.  The cost of investments  is the same for financial  reporting and
Federal income tax purposes.  At June 30, 1999 the net  unrealized  appreciation
was $3,270,592,  resulting from gross unrealized  appreciation of $3,541,153 and
$270,561 gross  unrealized  depreciation.  Accumulated  net realized losses from
security  transactions  included  in net  assets  at June  30,  1999  aggregated
$832,895.  For Federal income tax purposes,  the Portfolio has realized  capital
loss  carryforwards of approximately  $900,000 from prior fiscal years available
to offset future realized  capital gains. To the extent that such  carryforwards
are used, no capital gains distributions will be made. The carryforwards  expire
in varying amounts through June 30, 2007.
<TABLE>
<CAPTION>

                                                                       Year Ended June 30,
                                                   1999             1998            1997              1996             1995

CLASS A SHARES:

<S>                                         <C>               <C>               <C>              <C>               <C>
Net asset value, beginning of year          $        12.90    $        12.75    $       12.64    $        12.61    $       12.57

Income from investment operations:
         Net investment income                       0.53              0.55             0.57              0.58             0.58
         Net realized and unrealized
         gain (loss) on investments                  (0.15)            0.15             0.11              0.03             0.04

Total from investment operations                     0.38              0.70             0.68              0.61             0.62
Less dividends from:
         Net investment income                       (0.53)            (0.55)           (0.57)            (0.58)           (0.58)

Change in net asset value                            (0.15)            0.15             0.11              0.03             0.04

Net asset value, end of year                $        12.75    $        12.90    $       12.75    $        12.64    $       12.61

TOTAL RETURN (a)                                     2.97%             5.57%             5.47%            4.94%             5.12%

RATIOS/SUPPLEMENTAL DATA Ratios to average net asset:
         Net investment income                       4.11%             4.25%            4.47%             4.59%            4.69%
         Expenses, after expense reductions          0.99%             1.00%            1.00%             1.00%            1.00%
         Expenses, before expense reductions         1.02%             1.04%            1.03%             1.05%            1.04%

Portfolio turnover rate                             21.71%            21.21%            20.44%           22.68%            18.54%

Net assets at end of year (000)            $       113,835  $        122,231  $        94,253   $        94,379   $       98,841

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

<TABLE>
                                                                                                                     Period From
<CAPTION>
                                                       Year Ended June 30,                                          Sept 1, 1994 (a)
                                                 1999                1998             1997               1996       June 30, 1995

CLASS C SHARES:

<S>                                         <C>               <C>               <C>              <C>               <C>
Net asset value, beginning of year          $        12.91    $        12.76    $       12.65    $        12.62    $       12.55

Income from investment operations:
         Net investment income                       0.48              0.50             0.52              0.53             0.42
         Net realized and unrealized
         gain (loss) on investments                  (0.15)            0.15             0.11              0.03             0.07

Total from investment operations                     0.33              0.65             0.63              0.56             0.49
Less dividends from:
         Net investment income                       (0.48)            (0.50)           (0.52)            (0.53)           (0.42)

Change in net asset value                            (0.15)            0.15             0.11              0.03             0.07

Net asset value, end of year                $        12.76    $        12.91    $       12.76    $        12.65    $       12.62

TOTAL RETURN (b)                                     2.56%             5.14%             5.06%            4.46%             3.98%

RATIOS/SUPPLEMENTAL DATA Ratios to average net asset:
         Net investment income                       3.70%             3.85%            4.06%             4.16%            4.07%(c)
         Expenses, after expense reductions          1.40%             1.40%            1.40%             1.43%            1.63%(c)
         Expenses, before expense reductions         1.92%             1.97%            2.15%             2.92%            3.21%(c)

Portfolio turnover rate                             21.71%            21.21%            20.44%           22.68%            18.54%

Net assets at end of year (000)             $       7,892    $        7,843     $        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>
<CAPTION>
                                                                   Year Ended                Period from April 1, 1997 (a) -
                                                   1999                      1998                    June 30, 1997

CLASS I SHARES:

<S>                                         <C>                         <C>                         <C>
Net asset value, beginning of year          $        12.90              $      12.75                $     12.64

Income from investment operations:
         Net investment income                        0.58                      0.59                       0.15
         Net realized and unrealized
         gain (loss) on investments                  (0.15)                     0.15                       0.11

Total from investment operations                      0.43                      0.74                       0.26
Less dividends from:
         Net investment income                       (0.58)                    (0.59)                     (0.15)

Change in net asset value                            (0.15)                     0.15                       0.11

Net asset value, end of year                $        12.75              $      12.90               $      12.75

TOTAL RETURN(b)                                       3.33%                     5.93%                      2.07%

RATIOS/SUPPLEMENTAL DATA Ratios to average net asset:
         Net investment income                       4.45%                      4.60%                      4.77%(c)
         Expenses, after expense reductions          0.65%                      0.65%                      0.63%(c)
         Expenses, before expense reductions         0.78%                      0.92%                      1.32%(c)

Portfolio turnover rate                             21.71%                     21.21%                      20.44%

Net assets at end of year (000)          $          12,724               $      8,284                $      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>
<CAPTION>
Schedule of Investments
Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
June 30, 1999
CUSIPS: Class A - 532-723-202, Class C - 532-723-707, Class I - 532-723-889
NASDAQ Symbols: Class A - LTCAX, Class C - LTCCX, Class I - LTCIX

<C>             <C>                                                           <C>            <C>
1,000,000       Alameda County Certificates Participation, 6.25% due          A2/NR           $1,072,300
                6/1/2006, pre-refunded6/1/99 @ 102
615,000         Alameda-Contra Costa Transit District Refunding               Baa/BBB-        629,034
                Ceritificate of ParticipationSeries 1989, 7.20% due
                8/1/2000
255,000         Albany Public Facilities Financing Authority Lease Revenue,   Baa1/NR         264,040
                6.60% due 9/1/2000(Library Community Center Project) (ETM)
295,000         Alum Rock Union Elementary School District General            Aaa/AAA         356,640
                Obligation Refunding Bonds,8.00% due 9/1/2006 (Insured:
                FGIC)
380,000         Alum Rock Union Elementary School District General            Aaa/AAA         465,379
                Obligation Refunding Bonds,8.00% due 9/1/2007 (Insured:
                FGIC)
1,020,000       Antelope Valley Hospital Revenue, 5.25% due 1/1/2006          Aaa/AAA         1,062,718
                (Insured: FSA)
1,000,000       Berkeley Health Facility Revenue, 6.55% due 12/1/2022,        A2/A+           1,093,450
                pre-refunded 12/1/02 @102 (Alta Bates Medical Center
                Project)
380,000         Big Bear Regional Wastewater Agency Refunding Revenue         Aaa/AAA         385,552
                Bonds, 4.70% due 4/1/2006(Insured: AMBAC)
835,000         California Educational Facilities Authority Revenue, 5.60%    Aa2/AA          855,683
                due 10/1/2000 (U.S.C.Project)
1,805,000       California Educational Facilities Authority Revenue, 5.60%    Aa2/AA          1,889,348
                due 10/1/2002 (U.S.C.Project)
500,000         California Educational Facilities Authority Revenue Series    A1/NR           518,160
                1993, 5.15% due9/1/2003 (Santa Clara University Project)
500,000         California Health Facilities Financing Authority Revenue,     NR/A-           509,460
                5.30% due 5/15/2004(Downey Community Hospital Project)
500,000         California Health Facilities Financing Revenue, 5.75% due     NR/A-           504,670
                5/15/2015 (DowneyCommunity Hospital Project)
505,000         California HFA, 5.25% due 8/1/2000 (Marin General Hospital    Aaa/AAA         514,292
                Project; Insured:FSA)
1,000,000       California HFA Secured Revenue Series 1991, 6.65% due         Baa2/BBB        1,042,770
                9/1/2001 (Good SamaritanHospital Project)
15,000          California HFA Single Family Mortgage Revene Series 1982-A,   Aa/AA-          15,009
                10.00% due 2/1/2002
500,000         California Housing Finance Agency Revenue, 5.40% due          Aa/AA-          505,850
                8/1/2000
145,000         California Housing Finance Agency Revenue, 0% due 8/1/2001    Aa/AA-          125,537
670,000         California Housing Finance Authority Revenue Series 1985-B,   Aa/AA-          695,185
                9.875% due 2/1/2017
1,340,000       California Infrastructure & Economic, 5.25% due 12/1/2008     NR/A            1,340,000
                (American Center ForWine Food Arts Project)
1,220,000       California Infrastructure & Economic, 5.35% due 12/1/2009     NR/A            1,220,000
                (American Center ForWine Food Arts Project)
500,000         California Pollution Control Financing Authority Revenue,     A1/A+           511,670
                6.85% due 12/1/2008(So. Cal Edison Co. Project)
5,000           California Pollution Control Financing Authority Revenue,     A2/A+           5,013
                7.20% due 9/1/2015(So. Cal Edison Co. Project)
1,000,000       California Pollution Control Solid Waste, Authority, 6.75%    Aaa/NR          1,087,410
                due 7/1/2011
2,000,000       California State, 7.00% due 10/1/2009                         Aa3/A+          2,347,500
700,000         California State Economic Development Financing Authority     VMIG1/A1+       700,000
                Revenue, 3.05% due4/1/2008 put 07/1/99 (California
                Independent Systems Project)(daily demandnotes)
1,000,000       California State General Obligation, 6.50% due 10/1/1999      Aa3/A+          1,007,900
300,000         California State General Obligation, 6.75% due 5/1/2002       Aa3/A+          320,976
500,000         California State General Obligation, 9.50% due 5/1/2003       Aa3/A+          591,675
1,000,000       California State General Obligation, 9.50% due 2/1/2010       Aa3/AA-         1,368,840
5,000           California State Public Works High Technology, 7.375% due     Aa3/A+          5,492
                4/1/2006
500,000         California State Public Works Lease Revenue, 8.35% due        A1/A            510,320
                12/1/1999
500,000         California State Public Works Lease Revenue, 5.50% due        Aaa/AAA         531,260
                9/1/2006 (Insured: AMBAC)
850,000         California State University Revenue, 6.40% due 11/1/2002      A1/A            892,831
                crossover refunded11/1/00 @102
109,228         California State Veterans General Obligation Amortizing       NR/NR           115,901
                Coupon M-COATES, 7.30%due 10/1/2001
1,190,000       California Statewide Community Development Authority          Aaa/AAA         1,233,840
                Certificate ofParticipation, 5.25% due 4/1/2008 (Insured:
                MBIA)
1,000,000       California Statewide Community Development Authority          NR/A+           1,073,320
                Certificate ofParticipation, 5.90% due 4/1/2009
1,000,000       California Statewide Community Development Authority          Aaa/AAA         998,220
                Certificates ofParticipation, 3.76% due 1/1/2000 (Motion
                Picture and Televison Fund Project;Insured: AMBAC)
1,000,000       California Statewide Community Development Authority          Aaa/AAA         990,350
                Certificates ofParticipation, 4.05% due 1/1/2001 (Motion
                Picture and Televison Fund Project;Insured: AMBAC)
400,000         California Statewide Community Development Authority          NR/A+           408,452
                Insured Health FacilitiesRevenue, Certificate of
                Participation Series 1992, 6.40% due 5/1/2002
                (EskatonProperties Incorporated Phase II Project)
1,000,000       California Statewide Community Development Authority          NR/A+           1,060,380
                Insured Health FacilityRevenue Series 1996-A, 6.00% due
                9/1/2004 (San Gabriel Medical Center Project;
1,390,000       California Veteran Affairs Home Purchases Revenue Series A,   Aa2/AA-         1,460,487
                6.55% due 8/1/2001 (ETM)
1,000,000       Clovis Unified School District, 0% due 8/1/2002               A1/AA-          878,280
700,000         Coachella Valley Water District 71 Certificate of             A/NR            718,872
                Participation, 5.75% due10/1/2000 (Storm Water District
                Project)
660,000         Cupertino Public Facilities Corp. Certificates of             A1/A+           673,015
                Participation Series 1992-B,5.60% due 7/1/2000
800,000         Delta County Home Mortgage Finance Authority Single Family    Aaa/AAA         804,480
                Mortgage Revenue,4.85% due 12/1/2008 (Insured: MBIA)
1,000,000       Duarte Certificates of Participation, 6.25% due 4/1/2023      Baa2/AAA        1,085,340
                (Hope National MedicalCenter Project)
2,025,000       Escondido Multi Family Housing Revenue Refunding Bond         NR/AAA          2,109,037
                Series 1997-A, 5.40% due1/1/2027 put 7/1/07 (Terrace
                Gardens Project; Collateralized: FNMA)
350,000         Foothill De Anza Community College District Certificates of   NR/A-           376,800
                Participation, 7.35%due 3/1/2007
990,000         Fresno Multi Family Housing Revenue Refunding, 4.875% due     NR/AAA          1,003,414
                1/1/2028 put 1/1/08(Jackson Park Place Project; Insured:
                FNMA)
1,670,000       Glendale Hospital Revenue Series 1994, 7.625% due 1/1/2005    NR/A+           1,823,239
                (Verdugo HillsProject; Guarantee: Industrial Indemnity)
1,000,000       Hawaiian Gardens Redevelopment Agency Project Tax             NR/BBB          329,870
                Allocation, 0% due 12/1/2016
135,000         Hayward Unified School District Certificate of                Baa/NR          137,406
                Participation, 7.60% due10/1/2000
60,000          Hermosa Beach Lynwood and Vernon Certificate of               NR/BBB          60,362
                Participation, 7.10% due9/1/1999
605,000         Inglewood Certificates Participation, 6.70% due 8/1/2000      Baa3/BBB-       624,172
635,000         Inglewood Certificates Participation, 6.80% due 8/1/2001      Baa3/BBB-       666,528
690,000         Inglewood Certificates Participation, 6.90% due 8/1/2002      Baa3/BBB-       735,333
400,000         Irvine Improvement Bond Act 1915, Assessment District         VMIG1/A1+       400,000
                Number 94 13, 2.90% due9/2/2022 put 7/01/99 (daily demand
                notes)
1,000,000       Irwindale Community Redevelopment Agency, 6.60% due           Baa3/NR         1,113,870
                8/1/2018, pre-refunded8/1/05
340,000         Kern County Board Education Certificates Participation,       Aaa/AAA         359,591
                Refunding Series A,5.50% due 5/1/2006 (Insured: MBIA)
260,000         Kern County Board Education Certificates Participation,       Aaa/AAA         274,708
                Refunding Series A,5.50% due 5/1/2007 (Insured: MBIA)
165,000         Kern High School District, 7.00% due 8/1/2010  (ETM)          A/NR            194,358
680,000         Kern High School District Series B, 9.00% due 8/1/2006        Aaa/AAA         862,920
                (ETM)
480,000         Lake Elsinore Public Financing Authority Tax Allocation       Aaa/AAA         495,586
                Revenue Series 1992-C,6.15% due 2/1/2001 (Insured: FGIC)
3,000,000       Lancaster Redevelopment Agency Lease Revenue, 4.90% due       NR/BBB+         3,034,500
                12/1/2000 (PublicImprovement Project; LOC: Sumitomo - Dai
                ichi Kangyo)
500,000         Los Angeles Certificates of Participation, 6.90% due          Baa1/BBB        521,725
                3/1/2001 , pre-refunded3/1/00 @ 102
250,000         Los Angeles Certificates of Participation, 0% due 9/1/2003    A3/BBB          205,390
5,000           Los Angeles Convention & Exhibition Center, 9.00% due         Aaa/AAA         6,268
                12/1/2020, pre-refunded12/1/05
500,000         Los Angeles County Certificates of Participation, 0% due      Baa1/BBB        447,850
                10/1/2001
245,000         Los Angeles County Certificates of Participation, 0% due      Baa1/BBB        207,652
                10/1/2002
700,000         Los Angeles County Certificates of Participation, 0% due      Baa1/BBB        576,072
                4/1/2003
350,000         Los Angeles County Housing Authority Multi Family Housing     NR/A-           351,162
                Revenue, 7.625% due12/1/2029 put 12/1/99 (Monrovia Project
                A; Insured: Continental Casualty)
1,000,000       Los Angeles Transit Finance Corporation Certificate of        A1/NR           1,000,060
                Participation Series1992-B, 5.70% due 7/1/1999
1,500,000       Los Angeles Unified School District Certificate of            A2/A            1,577,130
                Participation, 6.30% due6/1/2002
500,000         Los Angeles Water and Power, 9.00% due 9/1/2004               Aa3/A+          594,825
500,000         Los Angeles Waterwaste Systems Revenue, 8.80% due 6/1/2000    Aaa/AAA         524,235
                (Insured: MBIA)
375,000         Marysville Hospital Revenue, 6.00% due 1/1/2004 (Freemont -   Aaa/AAA         403,260
                Rideout Health GroupProject; Insured: AMBAC)
430,000         Marysville Hospital Revenue, 5.00% due 1/1/2009 (Freemont     Aaa/AAA         435,190
                -  Rideout HealthGroup Project; Insured: AMBAC)
485,000         Mayers Memorial Hospital District Health Facilities Revenue   NR/A+           490,699
                Insured Series A,5.375% due 6/1/2009
360,000         Midpeninsula Regional Open Space District Certificate of      NR/A            360,806
                Participation, 4.75%due 9/1/1999
460,000         Midpeninsula Regional Open Space District Certificate of      NR/A            465,971
                Participation, 4.80%due 9/1/2000
200,000         Midpeninsula Regional Open Space District Certificate of      NR/NR           205,290
                Participation, 7.20%due 9/1/2000 refunded 9/1/99
780,000         Morgan Hill Unified School District Certificate of            A1/NR           781,529
                Parcipitation, 5.80% due8/1/1999
835,000         Morgan Hill Unified School District Certificate of            A1/NR           847,149
                Participation Series 1993,5.00% due 8/1/2000
660,000         Mountain View Shoreline Reg. Park Community Tax Allocation    A3/A            660,719
                Series 1993-A, 4.70%due 8/1/1999
810,000         National City Community Development Commission Tax            Aaa/AAA         811,669
                Allocation Series 1992-A,5.70% due 8/1/1999 (Downtown
                Redevelopment Project; Insured: AMBAC)
500,000         National City Community Development Commission Tax            Aaa/AAA         513,345
                Allocation Series 1992-A,5.90% due 8/1/2000 (Downtown
                Redevelopment Project; Insured: AMBAC)
500,000         Natomas Union School District, Refunding, 5.65% due           Aaa/AAA         532,115
                3/1/2010 (Insured: MBIA)
330,000         New Haven USD Certificates of Participation, 7.30% due        NR/A-           337,481
                12/1/2001
355,000         New Haven USD Certificates of Participation, 7.30% due        NR/A-           363,048
                12/1/2002
380,000         New Haven USD Certificates of Participation, 7.40% due        NR/A-           388,645
                12/1/2003
410,000         New Haven USD Certificates of Participation, 7.40% due        NR/A-           419,327
                12/1/2004
360,000         Northern California Power Agency Public Power Revenue,        Baa3/A-         384,574
                5.65% due 7/1/2007(Geothermal Project 3 A) (ETM)
340,000         Northern California Power Agency Public Power Revenue,        Baa3/A-         355,524
                5.65% due 7/1/2007
100,000         Oakland Redevelopment Agency, 7.40% due 5/1/2007 (Insured:    Aaa/AAA         101,808
                AMBAC)
915,000         Orange County, Refunding Recovery A, 5.20% due 6/1/2003       Aaa/AAA         947,382
                (ETM)
1,085,000       Orange County, Unrefunded Balance Refunding Recovery A,       Aaa/AAA         1,125,785
                5.20% due 6/1/2003(Insured: MBIA)
2,000,000       Orange County Airport Revenue Bond, 5.50% due 7/1/2002        Aaa/AAA         2,078,360
                (Insured: MBIA)
1,000,000       Orange County Airport Revenue Bond, 6.00% due 7/1/2007        Aaa/AAA         1,087,960
                (Insured: MBIA)
1,550,000       Orange County Local Transportation Authority Sales Tax Rev,   Aa3/AA+         1,629,468
                5.70% due 2/15/2003
1,050,000       Orange County Local Transportation Authority Sales Tax Rev,   Aa3/AA+         1,106,942
                5.75% due 2/15/2004
510,000         Orange County Local Transportation Authority Sales Tax Rev,   Aa3/AA+         553,676
                6.00% due 2/15/2006
900,000         Orange County Local Transportation Authority Sales Tax        Aa3/AA+         922,635
                Revenue, 5.50% due2/15/2001
1,240,000       Orange County Multi Family Housing Revenue, 5.60% due         NR/AAA          1,288,385
                10/1/2027, mandatory put10/1/05 (Villa Santiago Rehab
                Project; FNMA: Collateralized)
2,000,000       Orange County Recovery Certificates of Participation Series   Aaa/AAA         2,080,640
                A, 5.50% due7/1/2002 (Insured: MBIA)
1,100,000       Orange County Refunding Recovery, 5.10% due 6/1/2002          Aaa/AAA         1,130,250
                (Insured : MBIA)
2,000,000       Orange County Refunding Recovery, 6.50% due 6/1/2004          Aaa/AAA         2,194,080
                (Insured: MBIA)
2,000,000       Orange County Refunding Recovery, 6.50% due 6/1/2005          Aaa/AAA         2,217,800
                (Insured: MBIA)
1,680,000       Orange County Transportation Authority Certificate of         A1/NR           1,715,801
                Participation, 5.125% due7/1/2002
410,000         Oroville Hospital Revenue, 4.50% due 12/1/2003 (Insured:      NR/A+           411,615
                California Mortgage)
500,000         Oroville Hospital Revenue, 5.50% due 12/1/2007 (Insured:      NR/A+           521,875
                California Mortgage)
655,000         Oxnard Harbor District Revenue Refunding, 6.60% due           Aaa/AAA         666,377
                8/1/2000 (Insured: FSA)
2,000,000       Palomar Pomerado Health Systems California Revenue,           Aaa/AAA         2,065,940
                Refunding Insured, 5.25% due11/1/2009 (Insured: MBIA)
500,000         Palomar Pomerado Health Systems Revenue, 0% due 11/1/2003     Aaa/AAA         415,240
                (Insured: MBIA)
510,000         Paramount Unified School District Certificates of             Aaa/AAA         494,981
                Participation, 0% due 9/1/2014(Insured: FSA)
100,000         Perris School District Certificates of Participation, 5.10%   Aaa/AAA         101,156
                due 3/1/2000(Insured: FSA)
1,000,000       Piedmont Unified School District Series B, 0% due 8/1/2013    Aa/NR           453,980
1,000,000       Pleasanton Unified School District Series B, 0% due           Aaa/AAA         392,750
                8/1/2016 (Insured: MBIA)
580,000         Pomona Unified School District General Obligation, 5.35%      Aaa/AAA         607,707
                due 2/1/2005 (Insured:MBIA)
340,000         Pomona Unified School District General Obligation, 5.40%      Aaa/AAA         358,377
                due 8/1/2005 (Insured:MBIA)
935,000         Redwood City Multi Family Housing Revenue Series 1985-B,      NR/A+           937,263
                5.20% due 10/1/2008 put10/1/00 (Redwood Shores Apartments
                Projects; Insured: Continental Casualty)
500,000         Richmond Joint Powers Financing Authority Revenue Series A,   NR/A            511,905
                5.20% due 5/15/2005
925,000         Riverside County Multi Family Housing,  Series A, 5.40% due   NR/AAA          953,906
                6/1/2018 (El DoradoApartments Project)
295,000         Sacramento Financing Authority Series 1991, 6.30% due         A2/A+           312,644
                11/1/2002
890,000         Sacramento Multi Family Housing Revenue, 5.875% due           NR/AAA          890,748
                2/1/2008 put 12/1/03(Fairways 1 Apartments Project;
                Collateralized: FNMA)
1,000,000       Sacramento Reg. Transportation Authority Certificate of       A1/NR           1,033,250
                Participation, 6.25% due3/1/2001
2,000,000       Salinas Redevelopment Agency Tax Allocation Series A, 0%      Aaa/AAA         498,400
                due 11/1/2022 (Insured:FSA)
1,305,000       San Diego County Certificates Participation, 5.25% due        Aaa/AAA         1,364,025
                8/15/2006 (Insured: MBIA)
965,000         San Diego County Multi Family Housing Revenue, 5.50% due      NR/AAA          994,722
                7/1/2025 put 7/1/05(Del Mar Turf Club Apts - A Project;
                Collateralized: FNMA)
1,800,000       San Diego County Water Authority Certificate of               Aa3/AA-         1,897,128
                Participation, 6.125% due5/1/2003
955,000         San Francisco City and County, Educational Facilities 97      Aa3/AA-         989,447
                Community CollateralSeries A, 5.25% due 6/15/2009
1,000,000       San Francisco City and County, Educational Facilities 97      Aa3/AA-         1,032,070
                Unified School DistrictSeries B, 5.25% due 6/15/2009
790,000         San Francisco City and County, Educational Facilities 97      Aa3/AA-         818,495
                Zoo Facilities SeriesC, 5.25% due 6/15/2009
255,000         San Francisco City and County Redevelopment Lease Revenue,    A1/A-           245,794
                0% due 7/1/2000
3,500,000       San Francisco City and County Redevelopment Lease Revenue,    A1/A-           2,366,595
                0% due 7/1/2007
80,000          San Francisco City and County Refunding Series Sec. 8,        Aaa/AAA         80,152
                6.125% due 7/1/2002(Insured: MBIA/FHA)
1,440,000       San Joaquin County Certificates of Participation, 5.60% due   A2/A-           1,473,192
                9/1/2000 (GeneralHospital Project)
895,000         San Joaquin County Certificates of Participation, 5.90% due   A2/A-           946,964
                9/1/2003 (GeneralHospital Project)
410,000         San Marcos Public Facilities Authority Capital Impr., 0%      Aaa/NR          403,247
                due 1/1/2000  (ETM)
410,000         Santa Ana Community Dev. Agency Series D, 6.50% due           NR/AAA          430,119
                12/15/2014 , pre-refunded12/15/00 @ 102
1,595,000       Santa Ana Community Dev. Agency Tax Allocation Series B,      NR/AAA          1,687,063
                6.50% due 12/15/2014 ,pre-refunded 12/15/00 @ 102
2,000,000       Santa Ana Multi Family Housing Revenue Bonds Series B,        NR/AAA          2,096,740
                5.65% due 11/1/2021 put11/1/06 (FNMA Collateralized)
500,000         Santa Clara Certificates of Participation, 7.75% due          Aaa/AAA         543,745
                2/1/2002 (Insured: MBIA)
315,000         Santa Monica Community College District Certificates of       NR/A            326,160
                Participation, 7.65% due5/1/2001 (Rancho Corrales Project)
200,000         Santa Monica Redevelopment Agency Tax, Allocation, 6.50%      Baa1/A          216,500
                due 7/1/2003 ( OceanPark Redevelopment Projects)
1,455,000       Sierra View Local Health Care Refunding, 5.00% due 7/1/2007   NR/A            1,446,474
                (Insured: ACA)
750,000         Snowline Joint Unified School District Certificates of        NR/BBB          823,020
                Participation, 7.25% due4/1/2018 , pre-refunded 4/01/02 @
                102
810,000         Sonoma County Certificates of Participation Public Works      NR/A+           825,641
                Improvement Program,5.40% due 8/1/2000 (Integrated Waste
                Project)
950,000         Sonoma County Certificates of Participation Public Works      NR/A+           967,604
                Improvement Program,5.80% due 8/1/2003 (Integrated Waste
                Project)
1,435,000       South Orange County Public Finance Authority Special Tax      Aaa/AAA         1,630,404
                Revenue, 7.00% due9/1/2005 (Insured: MBIA)
250,000         Southern California Public Power Authority Rev., 6.75% due    A2/A            261,093
                7/1/2001 (PowerProject)
1,000,000       Stanton Multi Family Housing Revenue Bond Series 1997,        NR/AAA          1,047,380
                5.625% due 8/1/2029, put8/1/09 (Continental Gardens
                Project; Collateralized: FNMA)
340,000         Suisun City Redevelopment Agency 1990 Tax Allocation, 7.20%   NR/AAA          356,558
                due 10/1/2001,pre-refunded 4/1/00
500,000         Sulphur Springs Union School District General Obligation,     NR/A            513,995
                5.70% due 3/1/2001
450,000         Sunline Transit Agency Certificate of Participation           A/NR            463,145
                Californa Transit FinanceCorporation Series A, 5.50% due
                7/1/2002
900,000         Sweetwater Union High School District COP, 6.40% due          Baa1/BBB+       915,309
                11/1/2001
200,000         Temecula Community Services District Certificates of          NR/A            201,270
                Participation Series 1992,6.00% due 10/1/1999 (Community
                Recreation Center Project)
210,000         Temecula Community Services District Certificates of          NR/A            215,584
                Participation Series 1992,6.00% due 10/1/2000 (Community
                Recreation Center Project)
255,000         Torrence USD Certificates of Participation, 6.10% due         A3/NR           258,267
                10/1/2000
1,000,000       Tracy Certificates of  Participation, 7.00% due 10/1/2027,    NR/NR           1,083,580
                pre-refunded 10/1/01
1,600,000       University of California Regents Certificates of              Aaa/AAA         1,665,872
                Participation Series 1996,5.45% due 6/1/2003 (Various
                Capital Projects; Insured: MBIA)
500,000         University of California Research Facilities Revenue, 8.00%   Aaa/AAA         527,925
                due 11/1/2000(Insured: MBIA)
870,000         University of California Research Facilities Revenue, 5.25%   NR/A+           892,637
                due 9/1/2002
10,000          University of California Revenue Series A, 11.00% due         NR/A+           10,124
                9/1/1999
500,000         Upland Certificates Participation Water, 5.75% due 1/1/2007   NR/A            526,415
800,000         Walnut Valley Unified School District, 9.00% due 8/1/2006     Aaa/AAA         1,015,200
                (ETM)
1,000,000       Walnut Valley Unified School District, 8.75% due 8/1/2010     Aaa/AAA         1,328,480
                (ETM)
245,000         Walnut Valley Unified School District Series A, 6.70% due     Aaa/AAA         274,596
                8/1/2005 (Insured:MBIA)
250,000         Walnut Valley Unified School District Series A, 6.80% due     Aaa/AAA         284,393
                2/1/2007 (Insured:MBIA)
250,000         Walnut Valley Unified School District Series A, 6.90% due     Aaa/AAA         287,867
                2/1/2008 (Insured:MBIA)
100,000         Walnut Valley Unified School District Series A, 7.00% due     Aaa/AAA         116,523
                8/1/2008 (Insured:MBIA)
500,000         Washington Township California Health Care District,          A2/NR           488,850
                Revenue, 5.00% due 7/1/2009
495,000         Yorba Linda Public Financing Authority Certificates of        A/NR            511,711
                Participation, 7.00% due11/1/2000 (Recycling Equipment
                Project)
650,000         Yuba City Unified School District Certificates of             Baa1/NR         689,689
                Participation, 6.70% due2/1/2013, pre-refunded 2/1/01 @ 102

                TOTAL INVESTMENTS (Cost $131,897,562)                                         $ 135,168,155

<FN>
+                Credit ratings are unaudited.
                See notes to financial statements.
</FN>
</TABLE>




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, 1999,  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, 1999, 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, 1999, 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 27, 1999

LIMITED TERM CALIFORNIA FUND
Index Comparison
Compares  performance of Limited Term California Fund, the Lehman 5-Year General
Obligation  Bond Index and the Consumer  Price Index for periods ending June 30,
1999. On June 30, 1999, the weighted average securities ratings of the Index and
the  Fund  were AA and AA,  respectively,  and the  weighted  average  portfolio
maturities of the Index and the Fund were 5.0 years and 4.8 years, respectively.
Past  performance  of the  Index  and the Fund may not be  indicative  of future
performance.

Class A Shares
Average Annual Total Returns (at max. offering price) (periods ending 6/30/99)
One year:         1.40%
Five years:       4.50%
Ten years:        5.47%
Since inception (2/19/87)  5.67%









Class C Shares
Average Annual Total Returns (periods ending 6/30/99)
One Year:         2.56%
From Inception (9/1/94):   4.39%

We Are Ready for the Year 2000

I wish to inform you about our success with respect to being Year 2000 compliant
in the computer  systems used to manage your Thornburg  Funds  investment.  Your
shareholder  records  are  kept  on a large  computer  system  belonging  to our
transfer  agent,  DST Systems.  Accounting  data  pertaining to your  investment
portfolio  reside  on  large  systems  belonging  to State  Street  Bank and its
affiliates. We have smaller computer networks at Thornburg Investment Management
to help us  organize  and  manage our  investment  activities.  I will  describe
briefly the Year 2000 status of each area.

Shareholder  records for  Thornburg  Funds are kept on computers  that use a DST
software  system called "TA 2000." DST is one of the largest  mutual fund record
processors in the world,  keeping shareholder records for many large mutual fund
families.  The TA 2000 system,  as is name implies,  was built with 4-digit year
description  fields  in order to be Year 2000  compliant.  To quote  from  DST's
February 1999  newsletter,  "Internal 2000 readiness  testing of TA 2000 and TRA
2000 is complete.  Several retests of critical TA 2000 (and TRAC 2000) functions
were also completed  successfully in 1998. With the completion of these internal
tests,  the TA 2000 (and TRAC 2000)  systems  are  considered  to be Y2K ready."
There are no hedge words in the preceeding 3 sentences!  I am not  surprised.  I
first  heard DST talk about  taking  concrete  measures  to deal with Y2K issues
about 8 years ago. If you worry about  electric power  continuity,  I can inform
you that DST maintains its own diesel powered backup generating station adjacent
to its computer facility.
Both are located in geologically stable limestone caves east of Kansas City.

Asset custody and fund  accounting  records of the Thornburg Funds are stored on
Sate Street Bank  computers.  We use a variety of software  systems to carry out
all activities relating to running the funds. We are informed that this software
infrastructure has been 100% tested and corrected to be Year 2000 compliant. You
can monitor State Street  Bank's  disclosure  yourself on the internet  website,
statestreet.com.

Thornburg Investment  Management has a computer network to help us carry out our
daily  business  of managing  the assets in our mutual  funds.  Our  information
technology  director,  Stewart Kane,  has made a great effort to be certain that
our software platforms are Year 2000 compliant.

We look forward to the new year.









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