<PAGE>
Rule 24f-2 Notice for Oppenheimer Limited-Term Government Fund
3410 S. Galena Street, Denver, Colorado 80231
(Registration No. 33-02769, File No. 811-4563)
NOTICE IS HEREBY GIVEN that Oppenheimer Limited-Term Government Fund
having previously filed in its registration statement a declaration that
an indefinite number of its shares of beneficial interest were being
registered pursuant to Rule 24f-2 of the Investment Company Act of 1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended September
30, 1994.
(ii) 11,803,633 Class A shares which had been registered other than
pursuant to this Rule remained unsold at the beginning of the
above fiscal year.
(iii) No shares were registered other than pursuant to this Rule
during the above fiscal year.
(iv) The number of shares sold during the above fiscal year was as
follows(1):
Class A 11,073,786
Class B 3,707,813
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Class A 6,191,329
Class B 3,707,813
Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned registrant has caused this Notice to be signed on its
behalf this 28th day of November, 1994.
Oppenheimer Limited-Term Government Fund
By: /s/ Andrew J. Donohue
_____________________________________
Vice President
_________________
(1)The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940, as follows:
<TABLE>
<CAPTION>
Value of
Value of Shares Filing
Shares Sold Redeemed Net Fee
<S> <C> <C> <C><C> <C>
Class A $118,386,912 $(66,037,908) $52,349,004 $ 0*
Class B $ 39,327,532 $( 5,315,576) $34,011,956 $11,728
*Using 4,882,457 Class A shares previously registered valued at
$52,349,004, no filing fee is payable as to Class A shares. Class A
shares previously registered remaining in inventory at 9/30/94 total
6,921,176.
</TABLE>
<PAGE>
Myer, Swanson & Adams, P.C.
Attorneys At Law
The Colorado State Bank Building
Rendle Myer 1600 Broadway - Suite 1850 of counsel
Allan B. Adams Denver, Colorado 80202-4918 Robert Swanson
Robert K. Swanson Telephone (303) 866-9800 ----
Thomas J. Wolf* Facsimile (303) 866-9818 Fredd E. Neef
*Board Certified Civil (1910-1986)
Trial Advocate by the
National Board of Trial
Advocacy
November 28, 1994
Oppenheimer Limited-Term Government Fund
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value Class A and
Class B shares of the Oppenheimer Limited-Term Government Fund, a business
trust organized under the laws of the Commonwealth of Massachusetts (the
"Trust"), (formerly known as Oppenheimer Government Secutities Fund), as
counsel for the Trust, we have examined such records and documents and
have made such further investigation and examination as we deem necessary
for the purposes of this opinion.
We are advised that during the fiscal period ended September 30, 1994,
6,191,329 Class A shares of beneficial interest and 3,707,813 Class B
shares of beneficial interest of the Trust were sold in reliance on the
registration of an indefinite number of shares pursuant to Rule 24f-2 of
the Investment Company Act of 1940.
It is our opinion that the said shares of beneficial interest of each
class of the Trust sold in reliance on Rule 24f-2 of the Investment
Company Act of 1940 are legally issued and, subject to the matters
mentioned in the next paragraph, fully paid and nonassessable by the
Trust.
Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligations
of the Trust. The Declaration of Trust does, however, contain an express
disclaimer of shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Trust or the
Trustees. The Declaration of Trust provides for indemnification out of
the Trust property of any shareholder held personally liable for the
obligations of the Trust. The Declaration of Trust also provides
that the Trust shall, upon request, assume the defense of any claim made
against any shareholder for any act or obligation of the Trust and satisfy
any judgment thereon.
Sincerely,
MYER, SWANSON & ADAMS, P.C.
By /s/ Allan B. Adams
----------------------------
Allan B. Adams
