Katherine P. Feld [logo] OppenheimerFunds
Vice President & Oppenheimer Management Corporation
Associate Counsel Two World Trade Center
New York, NY 10048-0203
212 323-0200 Fax 212 323-0558
November 30, 1995
VIA EDGAR
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, VA 22312
Re: Oppenheimer Limited-Term Government Fund
Reg. No. 33-02769, File No. 811-4563
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby made pursuant to Rule 24f-2
of the Investment Company Act of 1940 (the "1940 Act") on behalf of
Oppenheimer Limited-Term Government Fund accompanied by an opinion of
counsel for the registration of additional shares of the above Fund.
A total filing fee of $43,410 ($11,331 for Class A shares, $27,128
for Class B shares and $4,951 for Class C shares), calculated at the rate
of 1/29 of 1% of the value of shares of that class sold in excess of the
shares of that class redeemed for the fiscal year ended September 30,
1995, was wired to the SEC's account at Mellon Bank on November 28, 1995
(Fed Wire No. 3274) and referenced this filing. The Fund has previously
registered an indefinite number of shares pursuant to Rule 24f-2.
The purpose of the Notice was to make definite the registration of
13,156,371 Class A shares, 9,449,190 Class B shares and 1,483,730 Class
C shares of the Fund in reliance on Rule 24f-2.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc:Allan B. Adams, Esq.
Robert Bishop
Gloria LaFond
SEC/855.C
<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,
1995.
(ii) 6,921,176 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 20,077,547
Class B 9,449,190
Class C* 1,483,730
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Class A 13,156,371
Class B 9,449,190
Class C* 1,483,730
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 27th day of November, 1995.
Oppenheimer Limited-Term Government Fund
By: /s/ Andrew J. Donohue
-----------------------------------------
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:
Value of
Value of Shares Filing
Shares Sold Redeemed Net Fee
Class A $211,367,545 $(106,528,778) $104,838,767 $11,331+
Class B $ 98,292,819 $( 19,623,804) $ 78,669,015 $27,128
Class C $ 15,478,180 $( 1,119,776) $ 14,358,404 $ 4,951
$43,410
+Using 6,921,176 Class A shares previously registered valued at
$71,978,422, a filing fee of $11,331 is payable as to Class A shares. No
Class A shares previously registered remain in inventory at 9/30/95.
*For the period February 1, 1995 (inception of offering) to September 31,
1995.
<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
---
Kevin M. Brady
November 28, 1995
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, Class
B and Class C shares of the Oppenheimer Limited-Term Government Fund, a
business trust organized under the laws of the Commonwealth of
Massachusetts (the "Trust"), 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, 1995,
13,156,371 Class A shares of beneficial interest, 9,449,190 Class B shares
of beneficial interest and 1,483,730 Class C 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
