EX-99.77B ACCT LTTR

        INDEPENDENT AUDITORS'REPORT


To the Board of Directors and the Shareholders of Federated Limited Duration
Government Fund, Inc.:

In planning and performing our audit of the financial statements of
Federated Limited Duration Government Fund, Inc. (the "Fund")
for the year ended February 29, 2004 (on which we have issued
 our report dated April 8, 2004), we considered its internal control,
including control activities for safeguarding securities, in order
to determine our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the
 requirements of Form N-SAR, and not to provide assurance
on the Fund's internal control.

The management of the Fund is responsible for establishing
and maintaining internal control.  In fulfilling this responsibility,
estimates and judgments by management are required to assess
 the expected benefits and related costs of controls.  Generally,
 controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements for external purposes
that are fairly presented in conformity with accounting principles
generally accepted in the United States of America.  Those
controls include the safeguarding of assets against unauthorized
acquisition, use, or disposition.

Because of inherent limitations in any internal control,
error or fraud may occur and not be detected.  Also,
projections of any evaluation of internal control to
future periods are subject to the risk that the internal control
may become inadequate because of changes in conditions or
that the effectiveness of the design and operation may deteriorate.

Our consideration of the Fund's internal control would not
necessarily disclose all matters in internal control that might
be material weaknesses under standards established by the
 American Institute of Certified Public Accountants.  A material
 weakness is a condition in which the design or operation of one
or more of the internal control components does not reduce to a
 relatively low level the risk that misstatements due to error or
 fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be
detected within a timely period by employees in the normal
course of performing their assigned functions.  However,
we noted no matters involving the Fund's internal control and its
operation, including controls for safeguarding securities, that
 we consider to be material weaknesses as defined above as
of February 29, 2004.

This report is intended solely for the information and use of
management, the Board of Directors and the Shareholders
of Federated Limited Duration Government Fund, Inc.
 and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than
these specified parties.



        April 8, 2004

EX-99.77E LEGAL

SUB-ITEM 77E:  LEGAL PROCEEDINGS
Like many other mutual fund companies, in September 2003,
Federated Investors, Inc., the parent company of the
Federated funds' advisers and distributor (collectively, "Federated"),
received detailed requests for information on shareholder trading
activities in the Federated funds ("Funds") from the
Securities and Exchange Commission, the New York State
Attorney General, and the National Association of Securities
Dealers.  Since that time,Federated has received additional
 inquiries from regulatory authorities on these and
related matters, and more such
inquiries may be received in the future.
As a result of these inquiries, Federated
and the Funds have conducted an internal investigation
of the matters raised, which revealed instances in which
a few investors were granted exceptions to Federated's
internal procedures for limiting frequent transactions
and that one of these investors made an additional investment
 in another Federated fund.
The investigation has also identified inadequate
procedures which permitted a limited number of investors
(including several employees) to engage in undetected
 frequent trading activities and/or the placement and
acceptance of orders to purchase shares of fluctuating
net asset value funds after the funds'closing times.
Federated has issued a series of press releases
describing these matters in greater detail and emphasizing that
it is committed to compensating the Funds for any detrimental
impact these transactions may have had on them.  In that regard,
 on February 3, 2004, Federated and the independent directors
of the Funds announced the establishment by Federated of a
restoration fund that is intended to cover any such detrimental
impact.  The press releases and related communications are
available in the "About Us" section of Federated's website
www.federatedinvestors.com, and any future press releases on
this subject will also be posted there.Shortly after
Federated's first public announcement concerning the foregoing matters,
 and notwithstanding Federated's commitment to taking remedial
actions, Federated and various Funds were named as defendants
in several class
action lawsuits filed in the United States District Court for the
Western District of Pennsylvania seeking damages of unspecified
amounts.  The lawsuits were purportedly filed on behalf of people
who purchased, owned and/or redeemed shares of Federated-sponsored
mutual funds during specified periods beginning November 1, 1998.
 The suits are generally similar in alleging that Federated
engaged in illegal and improper trading practices including
market timing and late trading in concert with certain
institutional traders, which allegedly caused financial
injury to the mutual fund shareholders.  The board of the
Funds has retained the law firm of Dickstein, Shapiro Morin & Oshinsky LLP
to represent the Funds in these lawsuits.  Federated and the
Funds, and their respective counsel, are reviewing the
allegations and will respond appropriately.  Additional lawsuits
based upon similar allegations have been filed, and others
may be filed in the future.  Although we do not believe that
 these lawsuits will have a material adverse effect on the Funds,
there can be no assurance that these suits, the ongoing
adverse publicity and/or other developments resulting from
the regulatory investigations will not result in increased
Fund redemptions, reduced sales of Fund shares, or other adverse
consequences for the Funds.


_____________________

EX-99.77Q1 OTHR EXHB

ITEM 77(Q)(a) - COPIES OF ANY MATERIAL AMENDMENTS
TO THE REGISTRANT'S CHARTER OR BY-LAWS


Federated Limited Duration Government Fund, Inc.

Amendment #6
to the By-Laws

Effective August 25, 2003

Insert the following into Article IV, Officers, and
renumber Section 14 as Section 15:

Section 14.  Chief Legal Officer.  The Chief Legal
Officer  shall serve as Chief Legal Officer for
the Corporation, solely for purposes of complying
with the attorney conduct rules ("Attorney
Conduct Rules") enacted by the Securities Exchange
Commission pursuant to Section 307 of the
Sarbanes-Oxley Act of 2002 (the "Act").
The Chief Legal Officer shall have the authority to
exercise all powers permitted to be exercised by a
chief legal officer pursuant to Section 307 of
the Act.  The Chief Legal Officer, in his sole discretion,
may delegate his responsibilities as
Chief Legal Officer under the Attorney Conduct
Rules to another attorney or firm of attorneys.


_____________________