U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Oppenheimer Limited-Term Government Fund
3410 South Galena Street
Denver, CO 80231-5099
2. Name of each series or class of funds for which this notice is
filed:
Oppenheimer Limited-Term Government Fund - Class A
3. Investment Company Act File Number: 811-4563
Securities Act File Number: 33-02769
4. Last day of fiscal year for which this notice is filed:
9/30/96
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
/ /
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction a.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year: -0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: -0-
9. Number and aggregate sale price of securities sold during the
fiscal year:
21,513,142 $224,915,771
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
21,513,142 $224,915,771
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
2,005,298 $20,746,018
12. Calculation of registration fee:
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<CAPTION>
<S> <C> <C>
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $224,915,771
------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +$20,746,018
-------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$145,567,099
-------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + -0-
------------
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 (line (i), plus line
(ii), less line (iii), plus line
(iv)) (if applicable): $100,094,690
------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
------------
(vii) Fee due (line (i) or line (v) multiplied
by line (vi)): $30,332
------------
</TABLE>
Instruction: Issuers should complete line (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days
after the close of the issuer's fiscal year. See
Instructions C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rule of Informal and Other Procedures (17 CFR
202.3a). /X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 25, 1996; Fed Wire #3159
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
Oppenheimer Limited-Term Government Fund
/s/ Robert J. Bishop
By:_____________________________________
Robert J. Bishop, Assistant Treasurer
Date: 11/22/96
cc: Allan Adams, Esq.
Katherine Feld
Gloria LaFond
sec\855a.24f
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Myer, Swanson, Adams & Wolf, P.C.
ATTORNEYS AT LAW
Rendle Myer THE COLORADO STATE BANK BUILDING Of Counsel
Allan B. Adams 1600 BROADWAY - SUITE 1480 Robert Swanson
Robert K. Swanson DENVER, COLORADO 80202-4915 ------
Thomas J. Wolf* TELEPHONE (303) 866-9800 Fred E. Neef
*Board certified civil FACSIMILE (303) 866-9818 (1910-1986)
trial advocate by the
National Board of Trial
Advocacy
November 21, 1996
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 B 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, 1996,
21,513,142 Class A shares of beneficial interest, 7,184,124 Class B shares of
beneficial interest and 3,837,630 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
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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 & WOLF, P.C.
/s/ Allan B. Adams
By_________________________________
Allan B. Adams
