FEDERATED LIMITED DURATION GOVERNMENT FUND, INC.

                            Federated Investors Funds
                              5800 Corporate Drive
                       Pittsburgh, Pennsylvania 15237-7000

                                   May 3, 2004


EDGAR Operations Branch
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, Northwest
Washington, DC  20549

     RE: FEDERATED LIMITED DURATION GOVERNMENT FUND, INC.
           (the "Fund")
            Institutional Shares
            Institutional Service Shares
           1933 Act File No. 33-41004
           1940 Act File No. 811-6307

Dear Sir or Madam:

     Pursuant to Rule 497(j) of the Securities Act of 1933, the above-referenced
Fund hereby certifies that the definitive forms of Prospectuses and Statement of
Additional  Information  dated April 30, 2004,  that would have been filed under
Rule  497(c),  do not differ from the forms of  Prospectuses  and  Statement  of
Additional  Information contained in the most recent Registration  Statement for
the Fund. This Registration Statement was electronically filed under Rule 485(b)
as Post-Effective amendment No. 21 on April 28, 2004.

     If you have any questions regarding this  certification,  please contact me
at (412) 288-3014.

                                                Very truly yours,



                                                /s/ Daniel M. Miller
                                                Daniel M. Miller
                                                Assistant Secretary