DELAWARE VOYAGEUR UNIT INVESTMENT TRUST SERIES 13, 487, 1997-09-18

DELAWARE VOYAGEUR UNIT INVESTMENT TRUST SERIES 13
487, 1997-09-18

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 1997
REGISTRATION NO. 333-35307

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO THE
REGISTRATION STATEMENT
ON
FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT
INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

A. EXACT NAME OF TRUST: DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST,
SERIES 13

B. NAME OF DEPOSITOR: DELAWARE MANAGEMENT COMPANY, INC.

C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:

DELAWARE MANAGEMENT COMPANY, INC.
One Commerce Square
Philadelphia, Pennsylvania 19103

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:

Copy to:
George M. Chamberlain, Jr. MARK J. KNEEDY
Delaware Management Company, Inc. c/o Chapman and Cutler
One Commerce Square 111 West Monroe Street
Philadelphia, Pennsylvania 19103 Chicago, Illinois 60603

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title and amount of Proposed maximum Amount of
securities being registered aggregate offering registration fee
price
<S> <C> <C> <C>
Delaware-Voyageur Unit Investment An indefinite number of Indefinite $0.00
Trust, Series 13 Units of Beneficial Interest
pursuant to Rule 24f-2 under
the Investment Company Act of 1940
</TABLE>

E. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:

As soon as practicable after the effective date of the Registration
Statement.

/ X :/ Check box if it is proposed that this filing will become effective on
- ------ September 18, 1997 at 2:00 P.M. pursuant to Rule 487.

The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 13

----------------------

CROSS-REFERENCE SHEET

(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTIONS AS
TO THE PROSPECTUS IN FORM S-6)

<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus

I. ORGANIZATION AND GENERAL INFORMATION
<S> <C> <C>
1. (a) Name of Trust.......................................... } Prospectus front cover
2. (b) Title of securities issued............................. } Summary of Essential
} Information
3. Name and address of each depositor.......................... } Trust Administration
4. Name and address of Trustee................................. } Trust Administration
5. State of organization of Trust.............................. } The Fund
6. Execution and termination of Trust agreement................ } Trust Administration
7. Changes of name............................................. } The Fund; Trust Administration
8. Fiscal year................................................. } *
9. Litigation.................................................. } *

II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST

10. (a) Registered of bearer securities........................ } Rights of Unitholders
(b) Cumulative or distributive securities.................. } Rights of Unitsholders; The
} Fund
(c) Redemption............................................. } Rights of Unitholders
(d) Conversion, transfer, etc.............................. } Rights of Unitholders
(e) Periodic payment plan.................................. } *
(f) Voting rights.......................................... } Rights of Unitholders
(g) Notice of Unitholders.................................. } Trust Administration
(h) Consents required...................................... } Rights of Unitholders; Trust
} Administration
(i) Other provisions } Tax Status; Insurance on the
} Bonds
11. Type of securities comprising units......................... } The Fund; The State Trusts
12. Certain information regarding periodic payment.............. } *
certificates }

<PAGE>

13. (a) Load, fees, expenses, etc.............................. } Estimated Current Return and
} Estimated Long-Term
} Return; Trust Operating
Expenses
(b) Certain information regarding periodic payment } *
certificates......................................... }
(c) Certain percentages.................................... } Summary of Essential
} Information; Public Offering;
} Insurance on the Bonds
(d) Certain other fees, etc. payable by holders............ } Rights of Unitholders
(e) Certain profits receivable by depositor,
principal, underwriters, writers, Trustee or
affiliated person.................................... } Trust Operating Expenses;
} Public Offering
(f) Ratio of annual charges to income...................... } *

} The Fund
14. Issuance of Trust's securities.............................. } Rights of Unitholders
15. Receipt and handling of payments from purchasers............ } *
16. Acquisition and disposition of underlying } The Fund; Investment Objectives
securities................................................ } and Portfolio Selection; Trust
} Administration; Public
} Offering
17. Withdrawal or redemption.................................... } Rights of Unitholders; Public
} Offering
18. (a) Receipt, custody and disposition of income............. } Rights of Unitholders
(b) Reinvestment of distributions.......................... } Rights of Unitholders
(c) Reserves or special Trusts............................. } Trust Operating Expenses
(d) Schedule of distributions.............................. } *

19. Records, accounts and reports............................... } Rights of Unitholders; Trust
} Administration
20. Certain miscellaneous provisions of Trust agreement
(a) Amendment.............................................. } Trust Administration
(b) Termination............................................ } *
(c) and (d) Trustee, removal and successor................. } Trust Administration
(e) and (f) Depositor, removal and successor............... } Trust Administration
21. Loans to security holders................................... } *
22. Limitations on liability.................................... } Trust Administration
23. Bonding arrangements........................................ } *
24. Other material provisions of Trust agreement................ } *

III. ORGANIZATION, PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR

25. Organization of depositor................................... } Trust Administration

<PAGE>

26. Fees received by depositor.................................. } See Items 13(a) and 13(e)
27. Business of depositor....................................... } Trust Administration
28. Certain information as to officials and
affiliated persons of depositor........................... } Trust Administration
29. Voting securities of depositor.............................. } *
30. Persons controlling depositor............................... } *
31. Payment by depositor for certain services
rendered to Trust......................................... } *
32. Payment by depositor for certain other services
rendered to Trust......................................... } *
33. Remuneration of employees of depositor
for certain services rendered to Trust.................... } *
34. Remuneration of other persons for certain
services rendered to Trust................................ } *

IV. DISTRIBUTION AND REDEMPTION

35. Distribution of Trust's securities by states................ } Public Offering
36. Suspension of sales of Trust's securities................... } *
37. Revocation of authority to distribute....................... } *
38. (a) Method of Distribution................................. } Public Offering
(b) Underwriting Agreements................................ } Underwriting
(c) Selling Agreements..................................... } Public Offering
39. (a) Organization of principal underwriters................. } Trust Administration
(b) N.A.S.D. membership of principal underwriters.......... } *
40. Certain fees received by principal underwriters............. } See Items 13(a) and 13(e)
41. (a) Business of principal underwriters..................... } Trust Administration
(b) Branch offices of principal underwriters............... } *
(c) Salesmen of principal underwriters..................... } *
42. Ownership of Trust's securities by certain persons.......... } *
43. Certain brokerage commissions received by
principal underwriters.................................... } Public Offering
44. (a) Method of valuation.................................... } Public Offering
(b) Schedule as to offering price.......................... } *
(c) Variation in offering price to certain persons......... } Public Offering
45. Suspension of redemption rights............................. } Rights of Unitholders
46. (a) Redemption valuation................................... } Public Offering
(b) Schedule as to redemption price........................ } *
47. Maintenance of position in underlying securities............ } Public Offering
} Rights of Unitholders

V. INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN

48. Organization and regulation of Trustee...................... } Trust Administration
49. Fees and expenses of Trustee................................ } Trust Operating Expenses

<PAGE>

50. Trustee's lien.............................................. } *

VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES

51. Insurance of holders of Trust's securities.................. } Cover Page; Trust Operating
} Expenses; Insurance on the
} Bonds

VII. POLICY OF REGISTRANT

52. (a) Provisions of Trust agreement with respect
to selection or elimination............................ } The Fund; Trust Administration
(b) Transactions involving elimination of
underlying securities.................................. } *
(c) Policy regarding substitution or elimination
of underlying securities............................... } The Fund; Trust Administration
(d) Fundamental policy not otherwise covered } *
53. Tax status of Trust......................................... } Tax Status

VIII. FINANCIAL AND STATISTICAL INFORMATION

54. Trust's securities during last ten years.................... } *
55 Certain information regarding periodic payment
thru certificates.............................................. } *
58.
59. Financial statements (Instruction 1(c) to Form S-6)......... } *

</TABLE>

- ---------------
*Inapplicable, answer negative or not required.

<PAGE>

CORPORATE HIGH YIELD SERIES 2

THE FUND. Delaware-Voyageur Unit Investment Trust, Series 13 (the "Fund")
consists of the underlying separate unit investment trust set forth above (the
"Trust"). The Trust consists of a portfolio of interest-bearing corporate debt
obligations of domestic companies (the "Corporate Bonds," or "Bonds"), including
delivery statements relating to contracts for the purchase of certain such
obligations and an irrevocable letter of credit.

INVESTMENT OBJECTIVE OF THE TRUST. The investment objective of the Trust is
to provide a high level of current income through investment in a fixed
portfolio consisting of domestic high-yield, high-risk corporate debt
obligations issued after July 18, 1984. The objective of the Trust is dependent
upon the continuing ability of the issuers and/or obligors of the Bonds to meet
their respective obligations. There is, of course, no guarantee that the
objective of the Trust will be achieved. See "The Trust - Corporate High Yield
Series 2." ALL OF THE BONDS IN THE TRUST ARE LOWER RATED BONDS, COMMONLY KNOWN
AS "JUNK BONDS," THAT ENTAIL GREATER RISKS, INCLUDING DEFAULT RISKS, THAN THOSE
FOUND IN HIGHER RATED SECURITIES. INVESTORS SHOULD CAREFULLY CONSIDER THESE
RISKS BEFORE INVESTING. SEE "INVESTMENT OBJECTIVES AND PORTFOLIO SELECTION" AND
"RISK FACTORS."

For foreign investors who are not United States citizens or residents,
interest income from the Trust may not be subject to federal withholding taxes
if certain conditions are met. See "Tax Status."

UNITS OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK AND ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER AGENCY AND INVOLVE INVESTMENT RISK, INCLUDING LOSS OF PRINCIPAL.

- --------------------------------------------------------------------------------

DELAWARE MANAGEMENT COMPANY, INC.

- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The investor is advised to read and retain this Prospectus for future reference.

THE DATE OF THIS PROSPECTUS IS SEPTEMBER 18, 1997

<PAGE>

CORPORATE HIGH YIELD SERIES 2

For foreign investors who are not United States citizens or residents,
interest income from the Trust may not be subject to federal withholding taxes
if certain conditions are met. See "Tax Status."

- --------------------------------------------------------------------------------

COHIG & ASSOCIATES, INC.

- --------------------------------------------------------------------------------

The investor is advised to read and retain this Prospectus for future reference.

THE DATE OF THIS PROSPECTUS IS SEPTEMBER 18, 1997

<PAGE>

PUBLIC OFFERING PRICE. The Public Offering Price of the Units of the Trust
during the initial offering period is equal to the aggregate offering price of
the Bonds in the Trust's portfolio and cash, if any, in the Principal Account
held or owned by such Trust divided by the number of Units outstanding, plus the
applicable sales charge and accrued interest, if any. For sales charges in the
secondary market, see "Public Offering - General." If the Bonds in the Trust
were available for direct purchase by investors, the purchase price of the Bonds
would not include the sales charge included in the Public Offering Price of the
Units. During the initial offering period, the sales charge is reduced on a
graduated scale for sales involving $100,000 or more. If Units were available
for purchase at the opening of business on the Initial Date of Deposit, the
Public Offering Price per Unit would have been that amount set forth in the
"Summary of Essential Financial Information." See "Public Offering."

ESTIMATED CURRENT RETURN AND ESTIMATED LONG-TERM RETURN. The Estimated
Current Return and Estimated Long-Term Return to Unitholders are as set forth
under "Summary of Essential Financial Information." The methods of calculating
Estimated Current Return and Estimated Long-Term Return are set forth under
"Estimated Current Return and Estimated Long-Term Return."

DISTRIBUTIONS. Unitholders will receive distributions on a monthly basis.
See "Rights of Unitholders - Distributions of Interest and Principal." Record
dates will be the first day of each month. Distributions will be made on the
fifteenth day of the month subsequent to the respective record dates.

MARKET FOR UNITS. Although not obligated to do so, an affiliate of the
Sponsor, Delaware Distributors, L.P. (the "Distributor"), intends to, and the
Managing Underwriter may, maintain a secondary market for the Units at prices
based upon the aggregate bid price of the Bonds in the portfolio of a Trust;
however, during the initial offering period such prices will be based upon the
aggregate offering prices of the Bonds. If such a market is not maintained and
no other over-the-counter market is available, a Unitholder will be able to
dispose of his Units through redemption at prices based upon the bid prices of
the underlying Bonds (see "Rights of Unitholders - Redemption of Units").

REINVESTMENT OPTION. Unitholders have the opportunity to have their
distributions reinvested into open-end management investment companies advised
by the Sponsor or its affiliates, as described herein. See "Rights of
Unitholders - Reinvestment Option."

RISK FACTORS. An investment in the Trust should be made with an
understanding of the risks associated therewith, including, among other
factors, the loss of principal and/or interest due to changes in economic
conditions, volatile interest rates, early call provisions, lack of liquidity
and changing perceptions regarding junk bonds. See "Risk Factors."

<PAGE>

DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 13

SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: SEPTEMBER 18, 1997
MANAGING UNDERWRITER: COHIG & ASSOCIATES, INC.
SPONSOR: DELAWARE MANAGEMENT COMPANY, INC.
DISTRIBUTOR: DELAWARE DISTRIBUTORS, L.P.
EVALUATOR: MULLER DATA CORPORATION
TRUSTEE: THE CHASE MANHATTAN BANK

<TABLE>
<CAPTION>
CORPORATE
HIGH-YIELD
SERIES 2
------------
<S> <C>
Principal Amount (Par Value) of Bonds .................................................... $ 3,950,000
Number of Units .......................................................................... 417,954
Fractional Undivided Interest in the Trust per Unit ...................................... 1/417,954
Principal Amount (Par Value) of Bonds per Unit (1) ....................................... $ 9.451
Public Offering Price:
Aggregate Offering Price of Bonds in Portfolio .......................................... $ 4,022,813
Aggregate Offering Price of Bonds per Unit .............................................. $ 9.625
Sales Charge 3.75% (3.896% of the Aggregate Offering
Price of the Bonds) per Unit (2) ....................................................... $ 0.375
Public Offering Price per Unit (2)(3) .................................................... $ 10.000
Redemption Price per Unit (3)(4) ......................................................... $ 9.578
Sponsor's Initial Repurchase Price per Unit .............................................. $ 9.625
Excess of Public Offering Price per Unit Over Redemption Price per Unit .................. $ 0.422
Excess of Sponsor's Initial Repurchase Price per Unit Over
Redemption Price per Unit ............................................................... $ 0.047
Minimum Value of the Trust under which Trust Agreement may be terminated ................. $ 790,000
Minimum Principal Distribution per Unit .................................................. $
First Settlement Date .................................................September 23, 1997
Mandatory Termination Date .............................................December 31, 2009
Calculation of Estimated Net Annual Unit Income:
Estimated Annual Interest Income per Unit ............................................... $ 0.86493
Less: Estimated Annual Expense per Unit ................................................. $ 0.02221
------------
Estimated Net Annual Interest Income per Unit ........................................... $ 0.84272
Estimated Normal Monthly Distribution per Unit (5) ....................................... $ 0.07023
Estimated Daily Rate of Net Interest Accrual per Unit .................................... $ 0.00234
Estimated Current Return Based on Public Offering Price (2)(5)(6) ........................ 8.43%
Estimated Long-Term Return (2)(5)(6) ..................................................... 8.19%
Initial Distribution (October 15, 1997) .................................................. $ 0.01873
Trustee's Initial Annual Fee per $1,000 Principal Amount of Bonds ........................ $ 1.26
Evaluator's Fee per Evaluation (8) ....................................................... $ 8.00
Sponsor's Annual Fee per Unit ............................................................ $ 0.00300
Estimated Organizational and Offering Expenses per Unit (7) .............................. $ 0.05830
Record Dates ......................................................First day of each month
Distribution Dates ............................................Fifteenth day of each month

</TABLE>

<PAGE>

Evaluations for purpose of sale, purchase or redemption of Units are made
as of the close of trading on the New York Stock Exchange (generally 4:00 p.m.
Eastern Time) next following receipt of an order for a sale or purchase of Units
or receipt by the Trustee of Units tendered for redemption.

(1) Because certain of the Securities in the Trust may from time to time under
certain circumstances be sold or redeemed or will be called or mature in
accordance with their terms, there is no guarantee that the value of each
Unit at the Trust's termination will be equal to the Principal Amount (Par
Value) of Securities per Unit stated above.

(2) The sales charge is decreased and the Estimated Current Return and
Estimated Long-Term Return are increased for transactions entitled to a
reduced sales charge. See "Public Offering - General."

(3) Anyone ordering Units for settlement after the First Settlement Date will
pay accrued interest from such date to the date of settlement (normally
three business days after order) less distributions from the Interest
Account subsequent to the First Settlement Date. For purchases settling on
the First Settlement Date, no accrued interest will be added to the Public
Offering Price. After the initial offering period, the Sponsor's Repurchase
Price per Unit will be determined as described under the caption "Public
Offering - Public Market."

(4) See "Rights of Unitholders - Redemption of Units."

(5) These figures are based on estimated per Unit cash flows. Estimated cash
flows will vary with changes in fees and expenses, with changes in current
interest rates and with the principal prepayment, redemption, maturity,
call, exchange or sale of the underlying Bonds. The estimated cash flows
for each Trust are available upon request at no charge from the Sponsor.

(6) See "Estimated Current Return and Estimated Long-Term Return" for
information concerning how Estimated Current Return and Estimated Long-Term
Return are calculated.

(7) The Trust (and therefore the Unitholders) will bear all or a portion of its
organizational and offering costs (including costs of preparing the
registration statement, the trust indenture and other closing documents,
registering Units with the Securities and Exchange Commission and states,
the initial audit of the Trust portfolios and the initial fees and expenses
of the Trustee but not including the expenses incurred in the preparation
and printing of brochures and other advertising materials and any other
selling expenses) as is common for mutual funds. Total organizational and
offering expenses will be charged off against principal at the end of the
initial offering period which is currently expected to be approximately 4-6
months from the Initial Date of Deposit. In order to reimburse the Trustee
for organizational and offering costs, the Sponsor may have to sell
Securities from the Trust. The sale of Securities will serve to reduce the
Principal Amount (Par Value) of Securities per Unit stated above. See
"Trust Operating Expenses" and "Statements of Net Assets." Historically,
the sponsors of unit investment trusts have paid all of the costs of
establishing such trusts.

(8) For the first two months of the offering period the Evaluator's Fee will be
used to offset organizational and offering costs.

<PAGE>

THE FUND

GENERAL. The Fund consists of one unit investment trust (the "Trust") which
was created under the laws of the State of New York pursuant to a Trust
Agreement (the "Trust Agreement"), dated the Initial Date of Deposit, as defined
in "Summary of Essential Financial Information," with Delaware Management
Company, Inc., as Sponsor, Muller Data Corporation, as Evaluator, and The Chase
Manhattan Bank, as Trustee.

On the Initial Date of Deposit, the Sponsor deposited with the Trustee
interest-bearing corporate debt obligations of domestic companies (the
"Corporate Bonds" or "Bonds") as indicated under "Schedule of Investments"
herein, including delivery statements relating to contracts for the purchase of
certain such obligations and an irrevocable letter of credit issued by a
financial institution in the amount required for such purchases. Thereafter, the
Trustee, in exchange for the Bonds so deposited, delivered to the Sponsor
evidences of ownership of the number of Units of the Trust as indicated under
"Summary of Essential Financial Information."

With the deposit of the Bonds on the Initial Date of Deposit, the Sponsor
established a percentage relationship between the amounts of Bonds in the
Trust's portfolio. From time to time following the Initial Date of Deposit, the
Sponsor, pursuant to the Trust Agreement, may deposit additional Bonds in the
Trust and Units may be continuously offered for sale to the public by means of
this Prospectus, resulting in a potential increase in the outstanding number of
Units of the Trust. Any additional Bonds deposited in the Trust will maintain,
as nearly as is practicable, the original proportionate relationship of the
Bonds in the Trust's portfolio. Since the prices of the underlying Bonds will
fluctuate daily, the ratio, on a market value basis, will also change daily. The
portion of Bonds represented by each Unit will not change as a result of the
deposit of additional Bonds in the Trust.

Certain of the Bonds in the Trust may have been purchased on a "when, as
and if issued" or "delayed delivery" basis. See footnote (1) in "The Trust -
Notes to Schedules of Investments." The delivery of any such Bonds may be
delayed or may not occur. Interest on these Bonds begins accruing to the benefit
of Unitholders on their respective dates of delivery. To the extent any Bonds
are actually delivered to the Fund after their respective expected dates of
delivery, Unitholders who purchase their Units prior to the date such Bonds are
actually delivered to the Trustee would be required to adjust their tax basis in
their Units for a portion of the interest accruing on such Bonds during the
interval between their purchase of Units and the actual delivery of such Bonds.
As a result of any such adjustment, the Estimated Current Returns during the
first year would be slightly lower than those stated herein. The Estimated
Current Returns set forth under "Summary of Essential Financial Information"
would be the returns after the first year assuming the portfolio of the Trust
and estimated annual expenses do not vary from that set forth under "Summary of
Essential Financial Information." Unitholders will be "at risk" with respect to
all Bonds in the portfolios including "when, as and if issued" and "delayed
delivery" Bonds (i.e., may derive either gain or loss from fluctuations in the
evaluation of such Bonds) from the date they commit for Units. For a discussion
of the Sponsor's obligations in the event of the failure of any contract for the
purchase of any of the Bonds and limited right to substitute other bonds to
replace any failed contract, see "Replacement Bonds" below.

Each Unit initially offered represents the fractional undivided interest in
the Trust as indicated under "Summary of Essential Financial Information." To
the extent that any Units are redeemed by the Trustee, the fractional undivided
interest in the Trust represented by each unredeemed Unit will increase,
although the actual interest in such Trust represented by such fraction will
remain unchanged. Units will remain outstanding until redeemed upon tender to
the Trustee by Unitholders, which may include the Sponsor or the Managing
Underwriter, or until the termination of the Trust Agreement.

REPLACEMENT BONDS. Because certain of the Bonds in the Trust may from time
to time under certain circumstances be sold or redeemed or will mature in
accordance with their terms and because the

<PAGE>

proceeds from such events will be distributed to Unitholders and will not be
reinvested, no assurance can be given that the Trust will retain for any length
of time its present size and composition. Neither the Sponsor nor the Trustee
shall be liable in any way for any default, failure or defect in any Bond. In
the event of a failure to deliver any Bond that has been purchased for the Trust
under a contract, including those securities purchased on a "when, as and if
issued" basis ("Failed Bonds"), the Sponsor is authorized under the Trust
Agreement to direct the Trustee to acquire other securities ("Replacement
Bonds") to make up the original corpus of the Trust.

The Replacement Bonds must be purchased within 20 days after delivery of
the notice of the failed contract and the purchase price (exclusive of accrued
interest) may not exceed the amount of funds reserved for the purchase of the
Failed Bonds. The Replacement Bonds (i) must satisfy the criteria described
below for Bonds originally included in the Trust, (ii) must have a fixed
maturity date of at least seven years, but not exceeding the maturity date of
the Failed Bonds, (iii) must be purchased at a price that results in a yield to
maturity and in a current return, in each case as of the Initial Date of
Deposit, at least equal to that of the Failed Bonds, and (iv) shall not be
"when, as and if issued" bonds. Whenever a Replacement Bond has been acquired
for the Trust, the Trustee shall, within five days thereafter, notify all
Unitholders of the Trust of the acquisition of the Replacement Bond and shall,
on the next monthly distribution date which is more than 30 days thereafter,
make a pro rata distribution of the amount, if any, by which the cost to the
Trust of the Failed Bond exceeded the cost of the Replacement Bond plus accrued
interest. Once the original corpus of the Trust is acquired, the Trustee will
have no power to vary the investment of the Trust; i.e., the Trustee will have
no managerial power to take advantage of market variations to improve a
Unitholder's investment.

If the right of limited substitution described in the preceding paragraph
shall not be utilized to acquire Replacement Bonds in the event of a failed
contract, the Sponsor will refund the sales charge attributable to such Failed
Bonds to all Unitholders of the Trust and distribute the principal and accrued
interest (at the coupon rate of such Failed Bonds to the date the Failed Bonds
are removed from the Trust) attributable to such Failed Bonds not later than the
next Distribution Date following such removal or such earlier time as the
Trustee in its sole discretion deems to be in the interest of the Unitholders.
In the event a Replacement Bond could not be acquired by the Trust, the
estimated net annual interest income per Unit for the Trust would be reduced and
the Estimated Current Return and the Estimated Long-Term Return thereon might be
lowered. In addition, Unitholders should be aware that they may not be able at
the time of receipt of such principal to reinvest such proceeds in other
securities at a yield equal to or in excess of the yield which such proceeds
were earning to Unitholders in the Trust.

INVESTMENT OBJECTIVES AND PORTFOLIO SELECTION

The objective of the Trust is to provide a high level of current income
through an investment in a fixed portfolio consisting of high-yield, high-risk
corporate debt obligations issued after July 18, 1984. The securities included
in the Trust are commonly known as "junk bonds" and are subject to greater
market fluctuations and potential risk of loss of income and principal than are
investments in lower-yielding, higher-rated fixed-income securities.
Historically, high-yield bonds have provided greater returns than conventional
debt securities, but have also been subject to greater volatility. The
securities included in this Trust should be viewed as speculative and an
investor should review his or her ability to assume the risks associated with
speculative corporate bonds. The payment of income is dependent upon the
continuing ability of the issuers and/or obligors of the Bonds to meet their
respective obligations. There is, of course, no guarantee that the Trust's
objective will be achieved.

The Sponsor of the Trust selected the Bonds for the portfolio after
considering the Trust's investment objective as well as the credit quality of
the individual Bonds selected for the Trust. The

<PAGE>

following facts, among others, were also considered: (a) the price of the Bonds
relative to other issues of similar quality and maturity; (b) the present rating
and credit quality of the issuers of the Bonds and the potential improvement in
the credit quality of such issuers; (c) the diversification of the Bonds as to
location of issuer; (d) the income to the Unitholders of the Trust; (e) whether
the Bonds were issued after July 18, 1984; and (f) the stated maturity of the
Bonds.

As of the Initial Date of Deposit, all of the Bonds in the Trust were
rated "B-" or better by Moody's Investors Service, Inc. ("Moody's"), Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.
("Standard & Poor's") or Fitch Investors Service, L.P. ("Fitch"). See
"Description of Bond Ratings" and "Corporate High Yield Series 2 - Schedule of
Investments." Subsequent to the Initial Date of Deposit, a Bond may cease to be
so rated. If this should occur, the Trust would not be required to eliminate
the Bond from the Trust, but such an event may be considered in the Sponsor's
determination to direct the Trustee to dispose of such Bond. See "Trust
Administration - Portfolio Administration."

To the best knowledge of the Sponsor, there is no litigation pending as of
the Initial Date of Deposit in respect of any Bonds which might reasonably be
expected to have a material adverse effect upon the Trust. At any time after the
Initial Date of Deposit, litigation may be initiated on a variety of grounds
with respect to Bonds in the Trust. The outcome of litigation of such nature can
never be entirely predicted. In addition, other factors may arise from time to
time which potentially may impair the ability of issuers to meet obligations
undertaken with respect to the Bonds.

THE TRUST

CORPORATE HIGH YIELD SERIES 2

GENERAL. Corporate High Yield Series 2 consists of eleven domestic
Corporate Bonds. Eighty-two percent percent of the principal amount of the Bonds
in the Trust were purchased at a premium over par value. Eighty-two percent of
the Bonds are subject to optional call or redemption provisions within five
years from the Initial Date of Deposit. See "Notes to Schedule of Investments"
for additional information on redemption provisions. The Bonds are divided by
type (and percentage of principal amount of the Trust) as set forth in the
following table:

TYPE PORTFOLIO PERCENTAGE
- ---- --------------------
Cable Media ................... 26.5%
Gaming ........................ 10.1%
Paper & Forest ................ 10.1%
Consumer Non-Durables ......... 8.9%
Entertainment & Leisure ....... 8.9%
Publishing .................... 8.9%
Retail ........................ 8.9%
Utility ....................... 8.9%
General Industrial .. ......... 8.8%

<PAGE>

CORPORATE HIGH YIELD SERIES 2

SCHEDULE OF INVESTMENTS
AS OF THE OPENING OF BUSINESS ON THE INITIAL
DATE OF DEPOSIT: SEPTEMBER 18, 1997

NAME OF ISSUER, TITLE, INTEREST RATE AND MOODY'S/
AGGREGATE MATURITY DATE OF EITHER BONDS DEPOSITED S&P REDEMPTION OFFERING PRICE
PRINCIPAL OR BONDS CONTRACTED FOR (1)(5) RATING (2) FEATURE (3) TO TRUST (4)
- ------------- --------------------------------------------- ---------- ------------- --------------
<S> <C> <C> <C> <C>
$ 350,000 AMC Entertainment, Inc., 144A, Senior B2/B 2002 @ 104.75 $ 356,125
Subordinated Notes, 9.50%, Due 03/15/2009

350,000 Calpine Corporation, 144A, Senior Notes, Ba3/BB- 2002 @ 104.375 354,813
8.75%, Due 07/15/2007

350,000 Jitney-Jungle, 144A, Senior Subordinated B3/B- 2002 @ 105.19 359,187
Notes, 10.375%, Due 09/15/2007

350,000 Lenfest Communications, Senior Notes, Ba3/BB+ 350,437
8.375%, Due 11/01/2005

350,000 Playtex Family Products Corporation, Senior B2/B 1998 @ 104.5 356,125
Subordinated Notes, 9.00%, Due 12/15/2003

350,000 Fedders North America, 144A, Company B2/B 2002 @ 104.69 355,250
Guarantee Notes, 9.375%, Due 08/15/2007

350,000 Century Communications, Senior Notes, Ba3/BB- 353,063
8.875%, Due 01/15/2007

350,000 K-111 Communications Corporation, Ba3/BB- 2001 @ 104.25 358,750
Company Guarantee Notes, 8.50%, Due
02/01/2006

400,000 Station Casinos, Inc., Senior Subordinated B2/B+ 2001 @ 103.79 405,000
Notes, 10.125%, Due 03/15/2006

350,000 Hollinger International Publishing, Company B1/BB- 2002 @ 104.625 363,563
Guarantee Notes, 9.25%, Due 03/15/2007

400,000 Buckeye Cellulose Corporation, Senior Ba3/BB- 2000 @ 104.25 410,500
Subordinated Notes, 8.50%, Due 12/15/2005
---------- ----------
$3,950,000 $4,022,813
========== ==========

</TABLE>

For an explanation of the footnotes used on this page, see "Notes to
Schedules of Investments" on page 9.

<PAGE>

NOTES TO SCHEDULE OF INVESTMENTS

AS OF THE OPENING OF BUSINESS ON THE
INITIAL DATE OF DEPOSIT: SEPTEMBER 18, 1997

1. Certain Bonds are represented by "regular way" or "when issued"
contracts for the performance of which an irrevocable letter of credit, obtained
from a financial institution unaffiliated with the Sponsor, has been deposited
with the Trustee. The Sponsor has assigned to the Trustee all of its right,
title and interest in and to such Bonds. Contracts to acquire Bonds were entered
into on September 12, 1997. These Bonds have an expected settlement date on
September 17, 1997 (see "The Fund").

2. Such ratings were obtained from a corporate bond reporting service.

3. There is shown under this heading the year in which each issue of the
Bonds is initially or currently callable and the call price for that year. Each
issue of the Bonds continues to be callable at declining prices thereafter (but
not below par value) except for original issue discount bonds which are
redeemable at prices based on the issue price plus the amount of original issue
discount accreted to redemption date plus, if applicable, some premium, the
amount of which will decline in subsequent years. "S.F." indicates a sinking
fund is established with respect to an issue of the Bonds. Redemption pursuant
to call provisions generally will, and redemption pursuant to sinking fund
provisions may, occur at times when the redeemed obligations have an offering
side valuation which represents a premium over par. Certain Bonds may be subject
to redemption without premium prior to the date shown pursuant to extraordinary
optional or mandatory redemptions if certain events occur. Notwithstanding any
provisions to the contrary, certain bond issuers have in the past, and others
may in the future, attempt to redeem bonds prior to their initially scheduled
call dates and at prices which do not include any premiums. For a general
discussion of certain of these events, see "Risk Factors - Redemptions of
Bonds." To the extent that the Bonds were deposited in the Trust at a price
higher than the price at which they are redeemed, this will represent a loss of
capital when compared with the original Public Offering Price of the Units.
Conversely, to the extent that the Bonds were acquired at a price lower than the
redemption price, this will represent an increase in capital when compared with
the original Public Offering Price of the Units. Distributions will generally be
reduced by the amount of the income which would otherwise have been paid with
respect to redeemed Bonds and there will be distributed to Unitholders the
principal amount and any premium received on such redemption. The Estimated
Current Return and Estimated Long-Term Return in this event may be affected by
such redemptions. For the Federal tax effect on Unitholders of such redemptions
and resultant distributions, see "Tax Status" and "Estimated Current Return and
Estimated Long-Term Return."

4. Evaluation of Bonds is made on the basis of current offering prices for
the Bonds. The offering prices are greater than the current bid prices of the
Bonds which is the basis on which Unit value is determined for purposes of
redemption of Units and secondary market sales (see "Public Offering - Offering
Price").

5. Other information regarding the Bonds in the Trust, as of the opening of
business on the Initial Date of Deposit, is as follows:

<TABLE>
<CAPTION>
ANNUAL BID SIDE
COST TO PROFIT (LOSS) INTEREST INCOME EVALUATION
TRUST SPONSOR TO SPONSOR TO TRUST OF BONDS
- -------------------------------------- ---------- ------------- --------------- ----------
<S> <C> <C> <C> <C>
Corporate High Yield Series 2 ........ $3,992,813 $30,000 $361,500 $4,003,063
</TABLE>

The Sponsor may have entered into contracts which hedge interest rate
fluctuations on certain Bonds in the portfolio. On the opening of business on
the Initial Date of Deposit, the offering side evaluation of the Bonds in the
Trust was higher than the bid side evaluation of such Bonds by .49%.

<PAGE>

INDEPENDENT AUDITOR'S REPORT

TO THE SPONSOR, TRUSTEE AND THE UNITHOLDERS OF DELAWARE-VOYAGEUR UNIT
INVESTMENT TRUST, SERIES 13:

We have audited the accompanying statement of net assets, including the
schedule of investments, of Delaware-Voyageur Unit Investment Trust, Series 13
(Corporate High Yield Series 2), as of September 18, 1997. The statement of net
assets is the responsibility of the Sponsor. Our responsibility is to express an
opinion on such financial statement based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of securities held and confirmation of an irrevocable letter of
credit deposited to purchase securities by correspondence with the Trustee. An
audit also includes assessing the accounting principles used and significant
estimates made by the Sponsor, as well as evaluating the overall financial
statement presentation. We believe our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Delaware-Voyageur Unit
Investment Trust, Series 13 (Corporate High Yield Series 2), as of September 18,
1997, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Minneapolis, Minnesota
Spetember 18, 1997

<PAGE>

DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 13
STATEMENT OF NET ASSETS

AS OF THE OPENING OF BUSINESS ON THE INITIAL
DATE OF DEPOSIT: SEPTEMBER 18, 1997

CORPORATE
HIGH YIELD
SERIES 2
----------
<S> <C>
Contracts to purchase securities (1) ....................... $4,022,813
Accrued interest on underlying securities (1)(2) ........... 52,293
Organizational and offering costs (3) ...................... 24,367
----------
Total Assets ............................................... $4,099,473
Less: distributions payable (2) ............................ 52,293
Less: accrued organizational and offering costs (3) ........ 24,367
----------
Net Assets ................................................. $4,022,813
==========

Net Assets Represented By:
Interest of Unitholders -
Units of fractional undivided interest
outstanding: (417,954 Units)

Cost to investors (4) ...................................... $4,179,545
Less: Gross underwriting commission (4) .................... 156,732
----------
Net Assets (4) ............................................. $4,022,813
==========
</TABLE>

- ------------------

(1) The aggregate value of the Bonds listed under "Schedule of Investments" for
the Trust herein and their cost to such Trust are the same. The value of
the Bonds is determined by Muller Data Corporation on the bases set forth
under "Public Offering - Offering Price." The contracts to purchase Bonds
are collateralized by an irrevocable letter of credit which has been
deposited with the Trustee in and for the following amounts:

<TABLE>
<CAPTION>
PRINCIPAL OFFERING
AMOUNT OF PRICE OF ACCRUED INTEREST
AMOUNT OF BONDS UNDER BONDS UNDER TO EXPECTED
LETTER OF CREDIT CONTRACTS CONTRACTS DELIVERY DATES
---------------- ----------- ----------- ----------------
<S> <C> <C> <C> <C>
Corporate High Yield Series 2 ....... $5,461,135 $3,950,00 $4,022,813 $46,268
</TABLE>

(2) The Trustee will advance the amount of accrued interest as of September 23,
1997 (the "First Settlement Date"), and all accrued interest to the First
Settlement Date will be distributed to the Sponsor as the Unitholder of
record as of the First Settlement Date.

(3) The Trust (and therefore Unitholders) will bear all or a portion of their
organizational and offering costs, which will be deferred and charged off
against principal at the end of the initial offering period.

(4) The aggregate public offering price (exclusive of interest) and the
aggregate sales charge are computed on the bases set forth under "Public
Offering - Offering Price" and "Public Offering - Sponsor and Underwriter
Compensation" and assume all single transactions involve less than
$100,000. For single transactions involving $100,000 or more, the sales
charge is reduced (see "Public Offering - General") resulting in an equal
reduction in both the Cost to investors and the Gross underwriting
commission while the Net Assets remains unchanged.

<PAGE>

RISK FACTORS

GENERAL. An investment in Units of the Trust should be made with an
understanding of the risks that an investment in "high-yield, high-risk," fixed
rate, domestic corporate debt obligations or "junk bonds" may entail, including
increased credit risks and the risk that the value of the Units will decline,
and may decline precipitously, with increases in interest rates. In recent years
there have been wide fluctuations in interest rates and thus in the value of
fixed-rate, debt obligations generally. Bonds such as those included in the
Trust are, under most circumstances, subject to greater market fluctuations and
risk of loss of income and principal than are investments in lower-yielding,
higher-rated securities, and their value may decline precipitously because of
increases in interest rates, not only because the increases in rates generally
decreases values, but also because increased rates may indicate a slowdown in
the economy and a decrease in the value of assets generally that may adversely
affect the credit of issuers of high-yield, high-risk securities resulting in a
higher incidence of defaults among high-yield, high-risk securities. A slowdown
in the economy, or a development adversely affecting an issuer's
creditworthiness, may result in the issuer being unable to maintain earnings or
sell assets at the rate and at the prices, respectively, that are required to
produce sufficient cash flow to meet its interest and principal requirements.
For an issuer that has outstanding both senior commercial bank debt and
subordinated high-yield, high-risk securities, an increase in interest rates
will increase that issuer's interest expense insofar as the interest rate on the
bank debt is fluctuating. However, many leveraged issuers enter into interest
rate protection agreements to fix or cap the interest rate on a large portion of
their bank debt. The Sponsor cannot predict future economic policies or their
consequences or, therefore, the course or extent of any similar market
fluctuations in the future.

"High-yield" or "junk" bonds, the generic names for corporate bonds rated
below "BBB" by Standard & Poor's or Fitch, or below "Baa" by Moody's, are
frequently issued by corporations in the growth stage of their development, by
established companies whose operations or industries are depressed, or by highly
leveraged companies purchased in leveraged buyout transactions. Obligations that
are rated lower than BBB by Standard & Poor's or Fitch, or Baa by Moody's,
respectively, should be considered speculative as such ratings indicate a
quality of less than investment grade. Investors should carefully review the
objective of the Trust and consider their ability to assume the risks involved
before making an investment in the Trust. See "Description of Bond Ratings" for
a description of speculative ratings issued by Standard & Poor's, Moody's and
Fitch. The market for high-yield bonds is very specialized and investors in it
have been predominantly financial institutions. High-yield, high-risk bonds are
generally not listed on a national securities exchange. Trading of high-yield,
high-risk bonds, therefore, takes place primarily in over-the-counter markets
which consist of groups of dealer firms that are typically major securities
firms. Because the high-yield bond market is a dealer market, rather than an
auction market, no single obtainable price for a given bond prevails at any
given time. Prices are determined by negotiation between traders. The existence
of a liquid trading market for the Bonds may depend on whether dealers will make
a market in the Bonds. There can be no assurance that a market will be made for
any of the Bonds, that any market for the Bonds will be maintained or of the
liquidity of the Bonds in any markets made. Not all dealers maintain markets in
all high-yield, high-risk bonds. Therefore, since there are fewer traders in
these bonds than there are in "investment grade" bonds, the bid-offer spread is
usually greater for high-yield, high-risk bonds than it is for investment grade
bonds. The price at which the Bonds may be sold to meet redemptions and the
value of the Trust will be adversely affected if trading markets for the Bonds
are limited or absent. If the rate of redemptions is great, the value of the
Trust may decline to a level that requires liquidation. See "Trust
Administration - Amendment or Termination."

Lower-rated securities tend to offer higher yields than higher-rated
securities with the same maturities because the creditworthiness of the issuers
of lower-rated securities may not be as strong as that of other issuers.
Moreover, if a Bond is recharacterized as equity by the Internal Revenue Service

<PAGE>

for federal income tax purposes, the issuer's interest deduction with respect to
the Bond will be disallowed and this disallowance may adversely affect the
issuer's credit rating. Because investors generally perceive that there are
greater risks associated with the lower-rated securities in the Trust, the
yields and prices of these securities tend to fluctuate more than higher-rated
securities with changes in the perceived quality of the credit of their issuers.
In addition, the market value of high-yield, high-risk, fixed-income securities
may fluctuate more than the market value of higher-rated securities since
high-yield, high-risk, fixed-income securities tend to reflect short-term credit
developments to a greater extent than higher-rated securities. Lower-rated
securities generally involve greater risks of loss of income and principal than
higher-rated securities. Issuers of lower-rated securities may possess fewer
creditworthiness characteristics than issuers of higher-rated securities and,
especially in the case of issuers whose obligations or credit standing have
recently been downgraded, may be subject to claims by debtholders, owners of
property leased to the issuer or others which, if sustained, would make it more
difficult for the issuers to meet their payment obligations. High-yield,
high-risk bonds are also affected by variables such as interest rates, inflation
rates and the real growth in the economy. Therefore, investors should consider
carefully the relative risks associated with investment in securities which
carry lower ratings.

The value of the Units reflects the value of the portfolio securities,
including the value (if any) of securities in default. Should the issuer of any
Bond default in the payment of principal or interest, the Trust may incur
additional expenses seeking payment on the defaulted Bond. Because amounts (if
any) recovered by the Trust in payment under the defaulted Bond may not be
reflected in the value of the Units until actually received by the Trust, and
depending upon when a Unitholder purchases or sells his or her Units, it is
possible that a Unitholder would bear a portion of the cost of recovery without
receiving any portion of the payment recovered.

High-yield, high-risk bonds are generally subordinated obligations. The
payment of principal (and premium, if any), interest and sinking fund
requirements with respect to subordinated obligations of an issuer is
subordinated in right of payment to the payment of senior obligations of the
issuer. Senior obligations generally include most, if not all, significant debt
obligations of an issuer, whether existing at the time of issuance of
subordinated debt or created thereafter. Upon any distribution of the assets of
an issuer with subordinated obligations upon dissolution, total or partial
liquidation or reorganization of or similar proceeding relating to the issuer,
the holders of senior indebtedness will be entitled to receive payment in full
before holders of subordinated indebtedness will be entitled to receive any
payment. Moreover, generally no payment with respect to subordinated
indebtedness may be made while there exists a default with respect to any senior
indebtedness. Thus, in the event of insolvency, holders of senior indebtedness
of an issuer generally will recover more, ratably, than holders of subordinated
indebtedness of that issuer.

Certain of the Bonds in the Trust may have been acquired at a market
discount from par value. The coupon interest rates on the discount bonds at the
time they were purchased and deposited in the Trust were lower than the current
market interest rates for newly issued bonds of comparable rating and type. If
such interest rates for newly issued comparable bonds increase, the market
discount of previously issued bonds will become greater, and if such interest
rates for newly issued comparable bonds decline, the market discount of
previously issued bonds will be reduced, other things being equal. Investors
should also note that the value of bonds purchased at a market discount will
increase in value faster than Bonds purchased at a market premium if interest
rates decrease. Conversely, if interest rates increase, the value of bonds
purchased at a market discount will decrease faster than Bonds purchased at a
market premium. In addition, if interest rates rise, the prepayment risk of
higher yielding, premium bonds and the prepayment benefit for lower yielding,
discount bonds will be reduced. A discount bond held to maturity will have a
larger portion of its total return in the form of taxable income and capital

<PAGE>

gain and less in the form of interest income than a comparable bond newly issued
at current market rates. See "Tax Status." Market discount attributable to
interest changes does not indicate a lack of market confidence in the issue.
Neither the Sponsor, the Distributor nor the Trustee shall be liable in any way
for any default, failure or defect in any of the Bonds.

Certain of the Bonds in the Trust may be original issue discount bonds.
Under current law, the original issue discount, which is the difference between
the stated redemption price at maturity and the issue price of the Bonds, is
deemed to accrue on a daily basis and the accrued portion is treated as interest
income for Federal income tax purposes. On sale or redemption, any gain realized
that is in excess of the earned portion of original issue discount will be
taxable as capital gain unless the gain is attributable to market discount in
which case the accretion of market discount is taxable as ordinary income. See
"Tax Status." The current value of an original issue discount bond reflects the
present value of its stated redemption price at maturity. The market value tends
to increase in greater increments as the Bonds approach maturity.

Certain of the original issue discount bonds may be zero coupon bonds
(including bonds known as multiplier bonds, money multiplier bonds, capital
appreciation bonds, capital accumulator bonds, compound interest bonds and money
discount maturity payment bonds). Zero coupon bonds do not provide for the
payment of any current interest and generally provide for payment at maturity at
face value unless sooner sold or redeemed. Zero coupon bonds may be subject to
more price volatility than conventional bonds. While some types of zero coupon
bonds, such as multipliers and capital appreciation bonds, define par as the
initial offering price rather than the maturity value, they share the basic zero
coupon bond features of (i) not paying interest on a semi-annual basis and (ii)
providing for the reinvestment of the bond's semi-annual earnings at the bond's
stated yield to maturity. While zero coupon bonds are frequently marketed on the
basis that their fixed rate of return minimizes reinvestment risk, this benefit
can be negated in large part by weak call protection, i.e., a bond's provision
for redemption at only a modest premium over the accreted value of the bond. See
"The Trust - Notes to Schedule of Investments."

Certain of the Bonds in the Trust may have been acquired at a market
premium from par value at maturity. The coupon interest rates on the premium
bonds at the time they were purchased and deposited in the Trust were higher
than the current market interest rates for newly issued bonds of comparable
rating and type. If such interest rates for newly issued and otherwise
comparable bonds decrease, the market premium of previously issued bonds will be
increased, and if such interest rates for newly issued comparable bonds
increase, the market premium of previously issued bonds will be reduced, other
things being equal. The current returns of bonds trading at a market premium are
initially higher than the current returns of comparable bonds of a similar type
issued at currently prevailing interest rates because premium bonds tend to
decrease in market value as they approach maturity when the face amount becomes
payable. Because part of the purchase price is thus returned not at maturity but
through current income payments, early redemption of a premium bond at par or
early prepayments of principal will result in a reduction in yield. Redemption
pursuant to call provisions generally will, and redemption pursuant to sinking
fund provisions may, occur at times when the redeemed Bonds have an offering
side valuation which represents a premium over par or for original issue
discount Bonds a premium over the accreted value. To the extent that the Bonds
were deposited in the Fund at a price higher than the price at which they are
redeemed, this will represent a loss of capital when compared to the original
Public Offering Price of the Units. Because premium bonds generally pay a higher
rate of interest than Bonds priced at or below par, the effect of the redemption
of premium bonds would be to reduce estimated net annual unit income by a
greater percentage than the par amount of such bonds bears to the total par
amount of Bonds in the Trust. Although the actual impact of any such redemptions
that may occur will depend upon the specific Bonds that are redeemed, it can be
anticipated that the

<PAGE>

estimated net annual unit income will be significantly reduced after the dates
on which such Bonds are eligible for redemption. The Trust may be required to
sell zero coupon bonds prior to maturity (at their current market price which is
likely to be less than their par value) in the event that all the Bonds in the
portfolio other than the zero coupon bonds are called or redeemed in order to
pay expenses of the Trust or in case the Trust is terminated. See "Trust
Administration - Portfolio Administration" and "Trust Administration - Amendment
or Termination." See "The Trust - Schedule of Investments" for the Trust for the
earliest scheduled call date and the initial redemption price for each Bond.

An investment in Units of the Trusts should be made with an understanding
of the interest rate risk associated with such an investment. Generally, bond
prices (and therefore Unit prices) will move inversely with interest rates, and
bonds (Trusts) with longer maturities are likely to exhibit greater fluctuations
in market value, all other things being equal, than bonds (Trusts) with shorter
maturities.

REDEMPTION OF BONDS. Certain of the Bonds in the Trust are subject to
redemption prior to their stated maturity date pursuant to sinking fund
provisions, call provisions or extraordinary optional or mandatory redemption
provisions or otherwise. A sinking fund is a reserve fund accumulated over a
period of time for retirement of debt. A callable debt obligation is one which
is subject to redemption or refunding prior to maturity at the option of the
issuer. A refunding is a method by which a debt obligation is redeemed, at or
before maturity, by the proceeds of a new debt obligation. In general, call
provisions are more likely to be exercised when the offering side valuation is
at a premium over par than when it is at a discount from par. The exercise of
redemption or call provisions will (except to the extent the proceeds of the
called Bonds are used to pay for Unit redemptions) result in the distribution of
principal and may result in a reduction in the amount of subsequent interest
distributions and it may also affect the current return on Units of the Trust
involved. The Trust portfolio contains a listing of the sinking fund and call
provisions, if any, with respect to each of the Bonds. Extraordinary optional
redemptions and mandatory redemptions result from the happening of certain
events. The Sponsor is unable to predict all of the circumstances which may
result in such redemption of an issue of Bonds. See "The Trust - Schedule of
Investments."

ESTIMATED CURRENT RETURN AND ESTIMATED LONG-TERM RETURN

As of the opening of business on the Initial Date of Deposit, the
Estimated Current Returns and the Estimated Long-Term Returns were those
indicated in the "Summary of Essential Financial Information." The Estimated
Current Returns are calculated by dividing the estimated net annual interest
income per Unit by the Public Offering Price. The estimated net annual interest
income per Unit will vary with changes in fees and expenses of the Trustee,
Sponsor and Evaluator and with the principal prepayment, redemption, maturity,
exchange or sale of Bonds while the Public Offering Price will vary with changes
in the offering price of the underlying Bonds; therefore, there is no assurance
that the present Estimated Current Returns will be realized in the future.
Estimated Long-Term Returns are calculated using a formula which (i) takes into
consideration, and determines and factors in the relative weightings of, the
market values, yields (which takes into account the amortization of premiums and
the accretion of discounts) and estimated retirements of all the Bonds in the
Trust and (ii) takes into account a compounding factor and the expenses and
sales charge associated with each Trust Unit. Since the market values and
estimated retirements of the Bonds and the expenses of the Trust will change,
there is no assurance that the present Estimated Long-Term Returns will be
realized in the future. Estimated Current Returns and Estimated Long-Term
Returns are expected to differ because the calculation of Estimated Long-Term
Returns reflects the estimated date and amount of principal returned while
Estimated Current Returns calculations include only net annual interest income
and Public Offering Price.

In order to acquire certain of the Bonds contracted for by the Sponsor for
deposit in the Trust, it may be necessary for the Sponsor or Trustee to pay on
the settlement dates for delivery of such Bonds

<PAGE>

amounts covering accrued interest on such Bonds which exceed (i) the amounts
paid by Unitholders and (ii) the amounts which will be made available through
cash furnished by the Sponsor on the Initial Date of Deposit, which amount of
cash may exceed the interest which would accrue to the First Settlement Date.
The Trustee has agreed to pay for any amounts necessary to cover any such excess
and will be reimbursed therefor, without interest, when funds become available
from interest payments on the particular Bonds with respect to which such
payments may have been made.

TRUST OPERATING EXPENSES

COMPENSATION OF SPONSOR. Delaware Management Company, Inc., which acts as
Sponsor, will receive fees for providing portfolio surveillance in amounts as
set forth under "Summary of Essential Financial Information" per 100 Units on an
annual basis. Any such charges would be payable in monthly installments and
would be based on the number of Units outstanding on the first day of each month
of each year. Any such fees may exceed the actual costs of providing such
supervisory services for this Fund, but at no time will the total amount paid to
the Sponsor for portfolio supervisory services rendered to all unit investment
trusts sponsored by Delaware Management Company, Inc. in any calendar year
exceed the aggregate cost to the Sponsor of supplying such services in such
year. The foregoing fees may be increased without approval of the Unitholders by
amounts not exceeding proportionate increases under the category "All Services
Less Rent of Shelter" in the Consumer Price Index published by the United States
Department of Labor or, if such category is no longer published, in a comparable
category. An affiliate of the Sponsor will receive sales commissions and may
realize other profits (or losses) in connection with the sale of Units and the
Sponsor may realize profits (or losses) in connection with the deposit of the
Bonds as described under "Public Offering - Sponsor and Underwriter
Compensation."

EVALUATOR'S FEE. For its services, the Evaluator will receive a fee as set
forth under "Summary of Essential Financial Information." The Evaluator's fees
are payable in monthly installments and would be based on the number of
evaluations made. The Evaluator's fees may be increased without approval of the
Unitholders by amounts not exceeding proportionate increases under the category
"All Services Less Rent of Shelter" in the Consumer Price Index published by the
United States Department of Labor or, if such category is no longer published,
in a comparable category.

TRUSTEE'S FEE. For its services, the Trustee will receive an annual fee as
set forth under "Summary of Essential Financial Information." The Trustee's fees
are payable in monthly installments (based on the outstanding principal amount
of Bonds in the Trust as of the first day of each month of each year) on or
before the fifteenth day of each month from the Interest Account to the extent
funds are available and then from the Principal Account. The Trustee's fee may
be periodically adjusted in response to fluctuations in short-term interest
rates (reflecting the cost to the Trustee of advancing funds to the Trust to
meet scheduled distributions) and may be further increased without approval of
the Unitholders by amounts not exceeding proportionate increases under the
category "All Services Less Rent of Shelter" in the Consumer Price Index
published by the United States Department of Labor or, if such category is no
longer published, in a comparable category. Since the Trustee has the use of the
funds being held in the Principal and Interest Accounts for future
distributions, payment of expenses and redemptions and since such Accounts are
non-interest bearing to Unitholders, the Trustee benefits thereby. Part of the
Trustee's compensation for its services to the Fund is expected to result from
the use of these funds. For a discussion of the services rendered by the Trustee
pursuant to its obligations under the Trust Agreement, see "Rights of
Unitholders - Reports Provided" and "Trust Administration."

MISCELLANEOUS EXPENSES. Expenses incurred in establishing the Trust,
including the cost of the initial preparation of documents relating to the Trust
(including the Prospectus, Trust Agreement and certificates), federal and state
registration fees, the initial fees and expenses of the Trustee, legal and

<PAGE>

accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by each Trust and charged off against principal at the
end of the initial offering period. The following additional charges are or may
be incurred by the Trusts: (i) fees of the Trustee for extraordinary services,
(ii) expenses of the Trustee (including legal and auditing expenses) and of
counsel designated by the Sponsor, (iii) various governmental charges, (iv)
expenses and costs of any action taken by the Trustee to protect the Trust and
the rights and interests of Unitholders, (v) indemnification of the Trustee for
any loss, liability or expenses incurred by it in the administration of the
Trust without gross negligence, bad faith or willful misconduct on its part,
(vi) any special custodial fees payable in connection with the sale of any of
the Bonds in the Trust and (vii) expenditures incurred in contacting Unitholders
upon termination of the Trust.

The fees and expenses set forth herein are payable out of the Trust. When
such fees and expenses are paid by or owing to the Trustee, they are secured by
a lien on the portfolio or portfolios of the Trust. If the balances in the
Interest and Principal Accounts are insufficient to provide for amounts payable
by the Fund, the Trustee has the power to sell Bonds to pay such amounts.

TAX STATUS

For purposes of the following discussion and opinion, it is assumed that
the Bonds are debt for Federal income tax purposes.

In the opinion of Chapman and Cutler, Counsel for the Sponsor, under
existing law:

(1) The Trust is not an association taxable as a corporation for
Federal income tax purposes.

(2) Each Unitholder of the Trust is considered to be the owner of a
pro rata portion of each of the Trust assets under subpart E, subchapter J
of chapter 1 of the Internal Revenue Code of 1986 (hereinafter the "CODE").
Each Unitholder will be considered to have received his pro rata share of
income derived from each Trust asset when such income is considered to be
received by the Trust. Each Unitholder will also be required to include in
taxable income for Federal income tax purposes, original issue discount
with respect to his interest in any Bonds held by the Trust at the same
time and in the same manner as though the Unitholder were the direct owner
of such interest.

(3) Each Unitholder will have a taxable event when a Bond of the Trust
is disposed of (whether by sale, liquidation, redemption, or payment at
maturity or otherwise), or when the Unitholder redeems or sells his Units.
The Unitholder's tax basis in his Units will equal his tax basis in his pro
rata portion of all of the assets of the Trust. Such basis is determined
(before the adjustments described below) by apportioning the tax basis for
the Units among each of the Trust's assets according to value as of the
valuation date nearest the date of acquisition of the Units. Unitholders
must reduce the tax basis of their Units for their share of accrued
interest received, if any, on Bonds delivered after the date the
Unitholders pay for their Units to the extent that such interest accrued on
such Bonds before the date the Trust acquired ownership of the Bonds (and
the amount of this reduction may exceed the amount of accrued interest paid
to the sellers) and, consequently, such Unitholders may have an increase in
taxable gain or reduction in capital loss upon the disposition of such
Units. It should be noted that certain legislative proposals have been made
which could affect the calculation of basis for Unitholders holding
securities that are substantially identical to the Bonds. Unitholders
should consult their own tax advisors with respect to the calculation of
basis. Gain or loss upon the sale or redemption of Units is measured by
comparing the proceeds of such sale or redemption with the adjusted basis
of the Units. If the Trustee disposes of Bonds (whether by sale, exchange,
payment on maturity, redemption or otherwise), gain or loss is recognized
to the Unitholder (subject to various nonrecognition provisions of the
Code). The amount of any such gain or loss is measured by comparing the
Unitholder's pro rata share of the total proceeds from such disposition
with his basis for his

<PAGE>

fractional interest in the asset disposed of. The basis of each Unit and of
each Bond which was issued with original issue discount (or which has
market discount) must be increased by the amount of accrued original issue
discount (and market discount, if the Unitholder elects to include market
discount in income as it accrues) and the basis of each Unit and of each
Bond which was purchased by the Trust at a premium must be reduced by the
annual amortization of bond premium which the Unitholder has properly
elected to amortize under Section 171 of the Code. The tax basis reduction
requirements of the Code relating to amortization of bond premium may,
under some circumstances, result in the Unitholder realizing a taxable gain
when his Units are sold or redeemed for an amount equal to or less than his
original cost. Original issue discount is effectively treated as interest
for Federal income tax purposes and the amount of original issue discount
in this case is generally the difference between the Bond's purchase price
and its stated redemption price at maturity. A Unitholder will be required
to include in gross income for each taxable year the sum of his daily
portions of original issue discount as such original issue discount accrues
and will in general be subject to Federal income tax with respect to the
total amount of such original issue discount that accrues for such year
even though the income is not distributed to the Unitholders during such
year, to the extent it is not less than a "de minimis" amount, such
discount shall be treated as zero. To the extent the amount of such
discount is less than the respective "de minimis" amount, such discount
shall be treated as zero. In general, original issue discount accrues daily
under a constant interest rate method which takes into account the
semi-annual compounding of accrued interest. Unitholders should consult
their tax advisers regarding the Federal income tax consequences and
accretion of original issue discount.

Each Unitholder's pro rata share of each expense paid by the Trust is
deductible by the Unitholder to the same extent as though the expense had been
paid directly by him. It should be noted that as a result of the Tax Reform Act
of 1986, certain miscellaneous itemized deductions, such as investment expenses,
tax return preparation fees and employee business expenses may be deductible by
an individual only to the extent they exceed 2% of such individual's adjusted
gross income (similar limitations also apply to estates and trusts). Unitholders
may be required to treat some or all of the expenses paid by the Trust as
miscellaneous itemized deductions subject to this limitation.

If a Unitholder's tax basis of his pro rata portion in any Bonds held by
the Trust exceeds the amount payable by the issuer of the Bonds with respect to
such pro rata interest upon maturity of the Bond, such excess would be
considered premium which may be amortized by the Unitholder at the Unit holder's
election as provided in Section 171 of the Code. Unitholders should consult
their tax advisers regarding whether such election should be made and the manner
of amortizing premium.

Certain of the Bonds in the Trust may have been acquired with "original
issue discount." In the case of any Bonds in the Trust acquired with "original
issue discount" that exceeds a "de minimis" amount as specified in the Code,
such discount is includable in taxable income of the Unitholders on an accrual
basis computed daily, without regard to when payments of interest on such Bonds
are received. The Code provides a complex set of rules regarding the accrual of
original issue discount. These rules provide that original issue discount
generally accrues on the basis of a constant compound interest rate over the
term of the Bonds. Unitholders should consult their tax advisers as to the
amount of original issue discount which accrues.

Special original issue discount rules apply if the purchase price of the
Bond by the Trust exceeds its original issue price plus the amount of original
issue discount which would have previously accrued based upon its issue price
(its "ADJUSTED ISSUE PRICE"). Similarly, these special rules would apply to a
Unit holder if the tax basis of his pro rata portion of a Bond issued with
original issue discount exceeds his pro rata portion of its adjusted issue
price. Unit holders should also consult their tax advisers regarding these
special rules.

<PAGE>

It is possible that a Bond that has been issued at an original issue
discount may be characterized as a "high-yield discount obligation" within the
meaning of Section 163(e)(5) of the Code. To the extent that such an obligation
is issued at a yield in excess of six percentage points over the applicable
Federal rate, a portion of the original issue discount on such obligation will
be characterized as a distribution on stock (E.G., dividends) for purposes of
the dividends-received deduction which is available to certain corporations with
respect to certain dividends received by such corporation.

If a Unitholder's tax basis in his pro rata portion of Bonds is less than
the allocable portion of such Bond's stated redemption price at maturity (or, if
issued with original issue discount, the allocable portion of its "revised issue
price"), such difference will constitute market discount unless the amount of
market discount is "de minimis" as specified in the Code. Market discount
accrues daily computed on a straight-line basis, unless the Unitholder elects to
calculate accrued market discount under a constant yield method. Unitholders
should consult their tax advisers regarding whether an election should be made
and as to the amount of market discount which accrues.

Accrued market discount is generally includable in taxable income to the
Unitholders as ordinary income for Federal tax purposes upon the receipt of
serial principal payments on the Bonds, on the sale, maturity or disposition of
such Bonds by the Trust, and on the sale by a Unitholder of Units, unless a
Unitholder elects to include the accrued market discount in taxable income as
such discount accrues. If a Unitholder does not elect to annually include
accrued market discount in taxable income as it accrues, deductions for any
interest expenses incurred by the Unitholder which is incurred to purchase or
carry his Units will be reduced by such accrued market discount. In general, the
portion of any interest expense which was not currently deductible would
ultimately be deductible when the accrued market discount is included in income.
Unitholders should consult their tax advisers regarding whether an election
should be made to include market discount in income as it accrues and as to the
amount of interest expense which may not be currently deductible.

The tax basis of a Unitholder with respect to his interest in a Bond is
increased by the amount of original issue discount (and market discount, if the
Unitholder elects to include market discount, if any, on the Bonds held by the
Trust in income as it accrues) thereon properly included in the Unitholder's
gross income as determined for Federal income tax purposes and reduced by the
amount of any amortized premium which the Unitholder has properly elected to
amortize under Section 171 of the Code. A Unitholder's tax basis in his Units
will equal his tax basis in his pro rata portion of all of the assets of the
Trust.

A Unitholder will recognize taxable capital gain (or loss) when all or part
of his pro rata interest in a Bond is disposed of in a taxable transaction for
an amount greater (or less) than his tax basis therefor (subject to various
non-recognition provisions of the Code). As previously discussed, gain realized
on the disposition of the interest of a Unitholder in any Bond deemed to have
been acquired with market discount will be treated as ordinary income to the
extent the gain does not exceed the amount of accrued market discount not
previously taken into income. The holding period for any capital gain or loss
arising from the disposition of a Bond by the Trust or the disposition of Units
by a Unitholder will be determined by the period of time the Unitholder held his
or her Unit and the period of time the Trust held the Bond. For taxpayers other
than corporations, net capital gains (which is defined as net long-term capital
gain over net short-term capital loss for the taxable year) are subject to a
maximum marginal stated tax rate of either 28% or 20%, depending upon the
holding period of the capital assets. In particular, net capital gain, excluding
net gain from property held more than one year but not more than 18 months and
gain on certain other assets, is subject to a maximum marginal stated tax rate
of 20% (10% in the case of certain taxpayers in the lowest tax bracket). Net
capital gain that is not taxed at the maximum marginal stated tax rate of 20%
(or 10%) as described in the preceding sentence, is generally subject to a
maximum marginal stated tax rate of 28%. The date on which a Unit is acquired
(i.e., the

<PAGE>

"trade date") is excluded for purposes of determining the holding period of the
Unit. It should be noted that legislative proposals are introduced from time to
time that affect tax rates and could affect relative differences at which
ordinary income and capital gains are taxed.

In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units. The tax basis reduction requirements of the Code relating
to amortization of bond premium may, under some circumstances, result in the
Unitholder realizing taxable gain when his Units are redeemed for an amount
equal to or less than his original cost.

If the Unitholder disposes of a Unit, he is deemed thereby to have disposed
of his entire pro rata interest in all Trust assets, including his pro rata
portion of all of the Bonds represented by the Unit. This may result in a
portion of the gain, if any, on such sale being taxable as ordinary income under
the market discount rules (assuming no election was made by the Unitholder to
include market discount in income as it accrues) as previously discussed.

A Unitholder who is a foreign investor (i.e., an investor other than a U.S.
citizen or resident or a U.S. corporation, partnership, estate or trust) will
not be subject to United States Federal income taxes, including withholding
taxes, on interest income (including any original issue discount) on, or any
gain from the sale or other disposition of, his pro rata interest in any Bond or
the sale of his Units PROVIDED that all of the following conditions are met: (i)
the interest income or gain is not effectively connected with the conduct by the
foreign investor of a trade or business within the United States, (ii) if the
interest is United States source income (which is the case for most securities
issued by United States issuers), and the Bond is issued after July 18, 1984,
then the foreign investor does not own, directly or indirectly, 10% or more of
the total combined voting power of all classes of voting stock of the issuer of
the Bond and the foreign investor is not a controlled foreign corporation
related (within the meaning of Section 864(d)(4) of the Code) to the issuer of
the Bond, (iii) with respect to any gain, the foreign investor (if an
individual) is not present in the United States for 183 days or more during his
or her taxable year and (iv) the foreign investor provides all certification
which may be required of his status (foreign investors may contact the Sponsor
to obtain a Form W-8 which must be filed with the Trustee and refiled every
three calendar years thereafter). Foreign investors should consult their tax
advisers with respect to United States tax consequences of ownership of Units.

It should be noted that the Tax Act included a provision which eliminates
the exemption from United States taxation, including withholding taxes, for
certain "contingent interest." The provision applies to interest received after
December 31, 1993. No opinion is expressed herein regarding the potential
applicability of this provision and whether United States taxation or
withholding taxes could be imposed with respect to income derived from the Units
as a result thereof. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.

Each Unitholder (other than a foreign investor who has properly provided
the certifications described above) will be requested to provide the
Unitholder's taxpayer identification number to the trustee and to certify that
the Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by the
Trust to such Unitholder, including amounts received upon the redemption of the
Units will be subject to back-up withholding.

In the opinion of Carter, Ledyard & Milburn, Special Counsel to the Trust
for New York tax matters, the Trust is not an association taxable as a
corporation and the income of the Trust will be treated as the income of the
Unitholders under the existing income tax laws of the State and City of New
York.

<PAGE>

The foregoing discussion relates only to United States Federal and New York
State and City income taxes; Unitholders may be subject to foreign, state and
local taxation in other jurisdictions (including a foreign investor's country of
residence). Unitholders should consult their tax advisers regarding potential
state, local, or foreign taxation with respect to the Units.

PUBLIC OFFERING

GENERAL. Units are offered at the Public Offering Price. During the initial
offering period the Public Offering Price is based on the offering prices of the
Bonds in the Trust and includes a sales charge of 3.75% of the Public Offering
Price (3.896% of the aggregate offering price of the Bonds) plus any accrued
interest. In the secondary market the Public Offering Price is based on the bid
prices of the Bonds in the Trust and includes a sales charge of 4.5% of the
Public Offering Price (4.712% of the aggregate bid price of the Bonds) plus any
accrued interest. However, the sales charge applicable to quantity purchases is,
during the initial offering period, reduced by a discount on a graduated basis
to any person acquiring $100,000 or more as follows (except for sales made
pursuant to a "wrap fee account" or similar arrangements as set forth below):

AGGREGATE DOLLAR VALUE REDUCTION AS A
OF UNITS PURCHASED PERCENT OF OFFERING PRICE
- ---------------------- -------------------------
$100,000 - 249,999 ...... 0.15%
$250,000 - 499,999 ...... 0.25%
$500,000 - 999,999 ...... 0.45%
$1,000,000 or more ...... 0.75%

Any such reduced sales charge shall be the responsibility of the selling
Underwriter, broker, dealer or agent. The reduced sales charge structure will
apply on all purchases of Units in a Trust by the same person on any one day
from any one Underwriter or dealer. In addition, Unitholders who, during the
offering period, cumulatively purchase a sufficient number of Units of a Trust
to qualify for a reduced sales charge will receive such reduction retroactively
upon reaching the appropriate level. Units purchased in the name of the spouse
of a purchaser or in the name of a child of such purchaser under 21 years of age
will be deemed for the purposes of calculating the applicable sales charge to be
additional purchases by the purchaser. Investors may use the redemption or
termination proceeds they have received from other unit investment trusts
sponsored by the Sponsor to purchase Units of a Trust without a sales charge.
The reduced sales charges will also be applicable to a trustee or other
fiduciary purchasing securities for one or more trust estate or fiduciary
accounts. Employees, officers and directors (including their immediate family
members, defined as spouses, children, grandchildren, parents, grandparents,
mothers-in-law, fathers-in-law, sons-in-law and daughters-in-law, and trustees,
custodians or fiduciaries for the benefit of such persons) of the Sponsor and
its affiliates, Underwriters and broker/dealers may purchase Units of the Trust
without a sales charge in both the initial and secondary offering periods.

Investors who purchase Units through registered broker/dealers who charge
periodic fees for financial planning, investment advisory or asset management
services, or provide such services in connection with the establishment of an
investment account for which a comprehensive "wrap fee" charge is imposed may
purchase Units in the initial and secondary offering periods at the Public
Offering Price less the concession the Sponsor typically would allow such
broker/dealer. See "Public Offering - Unit Distribution."

ACCRUED INTEREST. Accrued interest is the accumulation of unpaid interest
on a bond from the last day on which interest thereon was paid. Interest on
Bonds generally is paid semi-annually, although the Trust accrues such interest
daily. Because of this, the Trust always has an amount of interest earned but

<PAGE>

not yet collected by the Trustee. For this reason, with respect to sales
settling subsequent to the First Settlement Date, the Public Offering Price of
Units will have added to it the proportionate share of accrued interest to the
date of settlement. Unitholders will receive on the next distribution date of
the Trust the amount, if any, of accrued interest paid on their Units.

In an effort to reduce the amount of accrued interest which would otherwise
have to be paid in addition to the Public Offering Price in the sale of Units to
the public, the Trustee will advance the amount of accrued interest as of the
First Settlement Date and the same will be distributed to the Sponsor as the
Unitholder of record as of the First Settlement Date. Consequently, the amount
of accrued interest to be added to the Public Offering Price of Units will
include only accrued interest from the First Settlement Date to the date of
settlement, less any distributions from the Interest Account subsequent to the
First Settlement Date. See "Rights of Unitholders - Distributions of Interest
and Principal."

Because of the varying interest payment dates of the Bonds, accrued
interest at any point in time will be greater than the amount of interest
actually received by the Trust and distributed to Unitholders. Therefore, there
will always remain an item of accrued interest that is added to the value of the
Units. If a Unitholder sells or redeems all or a portion of his Units, he will
be entitled to receive his proportionate share of the accrued interest from the
purchaser of his Units. Since the Trustee has the use of the funds held in the
Interest Account for distributions to Unitholders and since such Account is
noninterest-bearing to Unitholders, the Trustee benefits thereby.

OFFERING PRICE. The Public Offering Price of the Units will vary from the
amounts stated under "Summary of Essential Financial Information" in accordance
with fluctuations in the prices of the underlying Bonds in the Trust.

As indicated above, the price of the Units as of the opening of business on
the Initial Date of Deposit was determined by adding to the determination of the
aggregate offering price of the Bonds an amount equal to 3.896% of such value
and dividing the sum so obtained by the number of Units outstanding. This
computation produced a gross underwriting profit equal to 3.75% of the Public
Offering Price. Such price determination as of the opening of business on the
Initial Date of Deposit was made on the basis of an evaluation of the Bonds in
each Trust prepared by Muller Data Corporation, a firm regularly engaged in the
business of evaluating, quoting or appraising comparable securities. Except on
the Initial Date of Deposit, during the initial offering period, the Evaluator
will appraise or cause to be appraised daily the value of the underlying Bonds
as of the close of trading on the New York Stock Exchange (generally 4:00 p.m.
Eastern time) on days the New York Stock Exchange is open and will adjust the
Public Offering Price of the Units commensurate with such appraisal. Such Public
Offering Price will be effective for all orders received at or prior to the
close of trading on the New York Stock Exchange on each such day. Orders
received by the Trustee, Sponsor, Distributor or any Underwriter or dealer for
purchases, sales or redemptions after that time, or on a day when the New York
Stock Exchange is closed, will be held until the next determination of price.
For secondary market sales the Public Offering Price per Unit will be equal to
the aggregate bid price of the Bonds in a Trust plus the secondary market sales
charge. For secondary market purposes such appraisal and adjustment will be made
by the Evaluator as of the close of trading on the New York Stock Exchange on
days on which the New York Stock Exchange is open for each day on which any Unit
of a Trust is tendered for redemption, and it shall determine the aggregate
value of such Trust as of the close of trading on the New York Stock Exchange on
such other days as may be necessary.

The aggregate price of the Bonds in the Trust has been and will be
determined on the basis of bid prices or offering prices, as appropriate, (i) on
the basis of current market prices for the Bonds obtained from dealers or
brokers who customarily deal in bonds comparable to those held by the Trust;
(ii) if such

<PAGE>

prices are not available for any particular Bonds, on the basis of current
market prices for comparable bonds; (iii) by causing the value of the Bonds to
be determined by others engaged in the practice of evaluation, quoting or
appraising comparable bonds; or (iv) by any combination of the above.

The initial or primary Public Offering Price of the Units and the Sponsor's
initial repurchase price per Unit are based on the offering price per Unit of
the underlying Bonds plus the applicable sales charge plus interest accrued but
unpaid from the First Settlement Date to the date of settlement. The secondary
market Public Offering Price and the Redemption Price per Unit are based on the
bid price per Unit of the Bonds in the Trust plus the applicable sales charge
plus accrued interest. The offering price of Bonds in the Trust may be expected
to range from 1-3% more than the bid price of such Bonds. On the Initial Date of
Deposit, the offering side evaluation of the Bonds in each Trust were higher
than the bid side evaluation of such Bonds by the amount indicated under
footnote (5) in "The Trust - Notes to Schedule of Investments."

Although payment is normally made three business days following the order
for purchase, payment may be made prior thereto. However, delivery of
certificates, if any are requested in writing, representing Units so ordered
will be made as soon as possible following such order or shortly thereafter. A
person will become the owner of Units on the date of settlement provided payment
has been received. Cash, if any, made available to the Sponsor prior to the date
of settlement for the purchase of Units may be used in the Sponsor's business
and may be deemed to be a benefit to the Sponsor, subject to the limitations of
the Securities Exchange Act of 1934.

UNIT DISTRIBUTION. During the initial offering period, Units will be
distributed to the public by the Managing Underwriter, Underwriters,
broker-dealers and others (see "Underwriting") at the Public Offering Price,
plus accrued interest computed as described above. Upon the completion of the
initial offering, Units repurchased in the secondary market, if any, may be
offered by this prospectus at the secondary Public Offering Price in the manner
described.

The Sponsor intends to qualify the Units for sale in a number of states.
Broker-dealers or others will be allowed a concession or agency commission in
connection with the distribution of Units during the initial offering period
equal to $0.25 per Unit and in the secondary market equal to 3.0% of the Public
Offering Price per Unit. In addition, broker-dealers or others who sell, within
five business days of the Trust's Initial Date of Deposit, that amount necessary
to qualify for the Underwriter Concession set forth under "Sponsor and
Underwriter Compensation" below will be allowed the concession set forth in such
section on all sales during such period. Certain commercial banks are making
Units of the Fund available to their customers on an agency basis. A portion of
the sales charge (equal to the agency commission referred to above) is retained
by or remitted to the banks. Under the Glass-Steagall Act, banks are prohibited
from underwriting Units of the Fund; however, the Glass-Steagall Act does permit
certain agency transactions and the banking regulators have not indicated that
these particular agency transactions are not permitted under such Act. In
addition, state securities laws on this issue may differ from the
interpretations of Federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.
Notwithstanding the concessions referred to above, in connection with any
quantity purchases, a broker/dealer or bank will receive the following
concessions

<PAGE>

for purchases made from the Sponsor, pursuant to the sales charge reduction
schedule for quantity purchases set forth above, resulting in total concessions
as contained in the following table:

AGGREGATE DOLLAR VALUE TOTAL CONCESSION
OF UNITS PURCHASED PER UNIT
- ---------------------- ----------------
$100,000 - $249,999 ...... $.24
$250,000 - $499,999 ...... .23
$500,000 - $999,999 ...... .22
$1,000,000 or more ...... .20

The Sponsor and the Distributor each reserves the right to reject, in whole
or in part, any order for the purchase of Units and to change the amount of the
concession or agency commission to dealers and others from time to time. See
"Underwriting." To facilitate the handling of transactions, sales of Units shall
normally be limited to transactions involving a minimum of $1,000.

SPONSOR AND UNDERWRITER COMPENSATION. The gross sales commission through
the initial or primary distribution of Units will equal 3.75% of the Public
Offering Price of the Units (3.896% of the net amount invested), less any
reduced sales charge for quantity purchases as described under "General" above.
The Underwriters will acquire Units from the Sponsor based on the amount of
Units underwritten. The concessions from the Public Offering Price will be as
set forth in the following table:

AGGREGATE DOLLAR VALUE TOTAL UNDERWRITER
OF UNITS UNDERWRITTEN CONCESSION PER UNIT*
- ---------------------- --------------------
$100,000 - $249,999 ...... $.27
$250,000 - $499,999 ...... .28
$500,000 - $999,999 ...... .29
$1,000,000 or more ...... .30

- ------------------

*The Managing Underwriter will receive a Total Underwriter Concession of $.32
per Unit for Aggregate Dollar Value of Units Underwritten of $1,500,000 or
more.

Broker-dealers and other financial institutions purchasing Units from the
Distributor during the first week after the Initial Date of Deposit may also
receive the concession described above according to the schedule above
describing Underwriter compensation. In addition, the Sponsor will realize a
profit or will sustain a loss, as the case may be, as a result of the difference
between the price paid for the Bonds by the Sponsor and the cost of such Bonds
to the Trust (which is based on the determination of the aggregate offering
price of the Bonds in such Trust on the Initial Date of Deposit as prepared by
Muller Data Corporation. See "Underwriting" and "The Trust - Schedule of
Investments." Neither the Sponsor nor the Distributor have participated as sole
underwriter or as a manager or as a member of an underwriting syndicate from
which the Bonds in the portfolio of the Trust were acquired. An Underwriter may
further realize additional profit or loss during the initial offering period as
a result of the possible fluctuations in the market value of the Bonds in the
Trust after the Initial Date of Deposit, since all proceeds received from
purchasers of Units (excluding dealer concessions or agency commissions allowed,
if any) will be retained by the Underwriter.

As stated under "Public Market" below, the Distributor (an affiliate of the
Sponsor) intends to, and the Managing Underwriter may, maintain a secondary
market for the Units of the Fund. In so maintaining a market, the Distributor or
the Managing Underwriter will also realize profits or sustain losses in the
amount of any difference between the price at which Units are purchased and the
price at which Units are resold (which price is based on the bid prices of the
Bonds in the Trust and includes a sales charge). In addition, the Sponsor, the
Distributor or the Managing Underwriter will also realize profits or sustain
losses resulting from a redemption of such repurchased Units at a price above or
below the purchase price for such Units, respectively.

<PAGE>

PUBLIC MARKET. During the initial public offering period, the Distributor
and/or the Managing Underwriter intends to offer to purchase Units at a price
based on the aggregate offering price per Unit of the Bonds in the Trust plus
accrued interest to the date of settlement. Afterward, although they are not
obligated to do so, the Distributor intends to, and the Managing Underwriter
may, maintain a market for the Units offered hereby and to offer continuously to
purchase such Units at the bid price of the Bonds in the portfolio plus interest
accrued to the date of settlement plus any principal cash on hand, less any
amounts representing taxes or other governmental charges payable out of the
Trust and less any accrued Trust expenses. If the supply of Units exceeds demand
or if some other business reason warrants it, the Distributor and/or the
Managing Underwriter may either discontinue all purchases of Units or
discontinue purchases of Units at such prices. In the event that a market is not
maintained for the Units and the Unitholder cannot find another purchaser, a
Unitholder desiring to dispose of his Units may dispose of such Units by
tendering them to the Trustee for redemption at the Redemption Price, which is
based upon the aggregate bid price of the Bonds in the portfolio and any accrued
interest. The aggregate bid prices of the underlying Bonds in the Trust are
expected to be less than the related aggregate offering prices. See "Rights of
Unitholders - Redemption of Units." A UNITHOLDER WHO WISHES TO DISPOSE OF HIS
UNITS SHOULD INQUIRE OF HIS BROKER AS TO CURRENT MARKET PRICES IN ORDER TO
DETERMINE WHETHER THERE IS IN EXISTENCE ANY PRICE IN EXCESS OF THE REDEMPTION
PRICE AND, IF SO, THE AMOUNT THEREOF.

RIGHTS OF UNITHOLDERS

OWNERSHIP OF UNITS. Ownership of Units of the Trust will not be evidenced
by certificates unless a Unitholder, the Unitholder's registered broker/dealer
or the clearing agent for such broker/dealer makes a written request to the
Trustee. Certificates, if issued, will be so noted on the confirmation statement
sent to the Underwriter and broker. Non-receipt of such certificate(s) must be
reported to the Trustee within one year; otherwise, a 2% surety bond fee will be
required for replacement.

Units are transferable by making a written request to the Trustee and, in
the case of Units evidenced by a certificate, by presenting and surrendering
such certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent registered or
certified mail for the protection of the Unitholder. Unitholders must sign such
written request, and such certificate or transfer instrument, exactly as their
names appear on the records of the Trustee and on any certificate representing
the Units to be transferred. Such signatures must be guaranteed by a participant
in the Securities Transfer Agents Medallion Program ("STAMP") or such other
signature guarantee program in addition to, or in substitution for, STAMP, as
may be accepted by the Trustee.

Although no such charge is now made or contemplated, the Trustee may
require a Unitholder to pay a reasonable fee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in connection
with each such transfer or interchange. Destroyed, stolen, mutilated or lost
certificates will be replaced upon delivery to the Trustee of satisfactory
indemnity, evidence of ownership and payment of expenses incurred. Mutilated
certificates must be surrendered to the Trustee for replacement.

DISTRIBUTIONS OF INTEREST AND PRINCIPAL. Interest received by the Trust,
including that part of the proceeds of any disposition of Bonds which represents
accrued interest and including any insurance proceeds representing interest due
on defaulted Bonds, is credited by the Trustee to the Interest Account of the
Trust. Other receipts are credited to the Principal Account of the Trust.
Interest received by the Trust after deduction of amounts sufficient to
reimburse the Trustee for any amounts advanced and paid to the Sponsor as the
Unitholder of record as of the First Settlement Date (see "Public Offering -
Offering Price") will be distributed on or shortly after the fifteenth day of
each month on a pro rata basis to Unitholders of record as of the preceding
record date (which will be the first day of the month).

<PAGE>

All distributions will be net of applicable expenses. The pro rata share of cash
in the Principal Account will be computed as of the applicable record date, and
distributions to the Unitholders as of such record date will be made on or
shortly after the fifteenth day of such month. Proceeds received from the
disposition of any of the Bonds after such record date and prior to the
following distribution date will be held in the Principal Account and not
distributed until the next distribution date. The Trustee is not required to pay
interest on funds held in the Principal or Interest Accounts (but may itself
earn interest thereon and therefore benefits from the use of such funds) nor to
make a distribution from the Principal Account unless the amount available for
distribution shall equal at least $0.01 per Unit.

The distribution to the Unitholders as of each record date after the First
Settlement Date will be made on the following distribution date or shortly
thereafter and shall consist of an amount substantially equal to one twelfth of
the Unitholders' pro rata share of the estimated net annual unit income in the
Interest Account after deducting estimated expenses. Because interest payments
are not received by the Trust at a constant rate throughout the year, such
interest distribution may be more or less that the amount credited to the
Interest Account as of the record date. For the purpose of minimizing
fluctuation in the distributions from the Interest Account, the Trustee is
authorized to advance such amounts as may be necessary to provide interest
distributions of approximately equal amounts. The Trustee shall be reimbursed
for any such advances from funds in the Interest Account on the ensuing record
date. Persons who purchase Units will commence receiving distributions only
after such person becomes a record owner. Notification to the Trustee of the
transfer of Units is the responsibility of the purchaser, but in the normal
course of business such notice is provided by the selling broker-dealer.

As of the first day of each month, the Trustee will deduct from the
Interest Account and, to the extent funds are not sufficient therein, from the
Principal Account, amounts necessary to pay the expenses of the Trust (as
determined on the basis set forth under "Trust Operating Expenses"). The Trustee
also may withdraw from said accounts such amounts, if any, as it deems necessary
to establish a reserve for any governmental charges or extraordinary charges
payable out of the Trust. Amounts so withdrawn shall not be considered a part of
the Trust's assets until such time as the Trustee shall return all or any part
of such amounts to the appropriate accounts. In addition, the Trustee may
withdraw from the Interest and Principal Accounts such amounts as may be
necessary to cover purchases of Replacement Bonds and redemption of Units by the
Trustee.

REINVESTMENT OPTION. Unitholders of the Trust may elect to have each
distribution of interest income, capital gains and/or principal on their Units
automatically reinvested, or redemption proceeds exchanged, in shares of any
mutual fund advised by the Sponsor or its affiliate, Delaware International
Advisors, Ltd., which are registered in the Unitholder's state of residence.
Such mutual funds are hereinafter collectively referred to as the "Reinvestment
Funds."

Each Reinvestment Fund has investment objectives which differ from those of
the Trust. The prospectus relating to each Reinvestment Fund describes the
investment policies of such fund and sets forth the procedures to follow to
commence reinvestment. A Unitholder may obtain a prospectus for the respective
Reinvestment Fund from Delaware Distributors, L.P. at 1818 Market Street,
Philadelphia, Pennsylvania 19103.

After becoming a participant in a reinvestment plan, redemption proceeds or
each distribution of interest income, capital gains and/or principal on the
participant's Units will, on the applicable distribution date, automatically be
applied, as directed by such person, as of such distribution date by the Trustee
to purchase shares (or fractions thereof) of the applicable Reinvestment Fund at
a net asset value as computed as of the next close of trading on the New York
Stock Exchange on such date.

Confirmations of all reinvestments by a Unitholder into a Reinvestment Fund
will be mailed to the Unitholder by such Reinvestment Fund.

<PAGE>

A participant may at any time prior to five days preceding the next
succeeding distribution date, by so notifying the Trustee in writing, elect to
terminate his or her reinvestment plan and receive future distributions on his
or her Units in cash. There will be no charge or other penalty for such
termination. Each Reinvestment Fund, its sponsor and its investment adviser
shall have the right to terminate at any time the reinvestment plan relating to
such fund.

REPORTS PROVIDED. The Trustee shall furnish Unitholders of the Trust in
connection with each distribution a statement of the amount of interest and, if
any, the amount of other receipts being distributed expressed in each case as a
dollar amount representing the pro rata share of each Unit of the Trust
outstanding. For as long as the Sponsor deems it to be in the best interests of
the Unitholders, the accounts of the Trust shall be audited, not less frequently
than annually, by independent certified public accountants and the report of
such accountants shall be furnished by the Trustee to Unitholders of the Trust
upon request. Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each person who at any time during the
calendar year was a registered Unitholder of the Trust a statement (i) as to the
Interest Account: interest received (including amounts representing interest
received upon any disposition of the Bonds), deductions for applicable taxes and
for fees and expenses of such Trust, for purchases of Replacement Bonds and for
redemptions of Units, if any, reservations made by the Trustee, if any, and the
balance remaining after such distributions and deductions, expressed in each
case both as a total dollar amount and as a dollar amount representing the pro
rata share of each Unit outstanding on the last business day of such calendar
year; (ii) as to the Principal Account: the dates of disposition of any Bonds
and the net proceeds received therefrom (excluding any portion representing
accrued interest), the amount paid for purchases of Replacement Bonds and for
redemptions of Units, if any, reservations made by the Trustee, if any,
deductions for payment of applicable taxes, fees and expenses of such Trust and
the balance remaining after such distributions and deductions expressed both as
a total dollar amount and as a dollar amount representing the pro rata share of
each Unit outstanding on the last business day of such calendar year; (iii) a
list of the Bonds held and the number of Units outstanding on the last business
day of such calendar year; (iv) the Redemption Price per Unit based upon the
last computation thereof made during such calendar year; and (v) amounts
actually distributed during such calendar year from the Interest and Principal
Accounts, separately stated, expressed both as total dollar amounts and as
dollar amounts representing the pro rata share of each Unit outstanding.

In order to comply with Federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Bonds in the Trust furnished to it by the Evaluator.

REDEMPTION OF UNITS. A Unitholder who does not dispose of Units in the
secondary market described above may cause Units to be redeemed by the Trustee
by making a written request to the Trustee, at its unit investment trust office,
The Chase Manhattan Bank, Bowling Green Station, P.O. Box 5185, New York, New
York 10274-5185 and, in the case of Units evidenced by a certificate, by
tendering such certificate to the Trustee, properly endorsed or accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Trustee. Unitholders must sign the request, and such certificate or transfer
instrument, exactly as their names appear on the records of the Trustee and on
any certificate representing the Units to be redeemed. If the amount of the
redemption is $25,000 or less and the proceeds are payable to the Unitholder(s)
of record at the address of record, no signature guarantee is necessary for
redemptions by individual account owners (including joint owners). Additional
documentation may be requested, and a signature guarantee is always required,
from corporations, executors, administrators, trustees, guardians or
associations. The signatures must be guaranteed by a participant in the STAMP or
such other guarantee program in addition to, or in substitution for, STAMP, as
may be accepted by the Trustee. A certificate should only be sent by registered
or certified mail for the protection of the Unitholder. Since tender of the
certificate is required for redemption when one has been issued, Units
represented by a certificate cannot be redeemed until the certificate
representing such

<PAGE>

Units has been received by the purchasers. The Trustee's toll-free number for
customer assistance is 1-800-428-8890, available 9:00 a.m. to 5:00 p.m. EST any
business day.

Redemption shall be made by the Trustee on the third business day following
the day on which a tender for redemption is received (the "Redemption Date").
Such redemption shall be made by payment of cash, equivalent to the Redemption
Price for such Trust, determined as set forth below as of the evaluation time
stated under "Summary of Essential Financial Information," next following such
tender, multiplied by the number of Units being redeemed. Any Units redeemed
shall be cancelled and any undivided fractional interest in the Fund
extinguished. The price received upon redemption might be more or less than the
amount paid by the Unitholder depending on the value of the Bonds in the Trust
at the time of redemption.

Under regulations issued by the Internal Revenue Service, the Trustee will
be required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's tax
identification number in the manner required by such regulations. Any amount so
withheld is transmitted to the Internal Revenue Service and may be recovered by
the Unitholder only when filing a return. Under normal circumstances the Trustee
obtains the Unitholder's tax identification number from the selling broker.
However, at any time a Unitholder elects to tender Units for redemption, such
Unitholder should provide a tax identification number to the Trustee in order to
avoid this possible "back-up withholding" in the event the Trustee has not been
previously provided such number.

Accrued interest paid on redemption shall be withdrawn from the Interest
Account or, if the balance therein is insufficient, from the Principal Account.
All other amounts will be withdrawn from the Principal Account. The Trustee is
empowered to sell underlying Bonds in order to make funds available for
redemption. Units so redeemed shall be cancelled.

The Redemption Price per Unit (as well as the secondary market Public
Offering Price) will be determined on the basis of the bid price of the Bonds in
the Trust, while the initial and primary Public Offering Price of Units will be
determined on the basis of the offering price of the Bonds, as of the close of
trading on the New York Stock Exchange on days of trading on the New York Stock
Exchange on the date any such determination is made. On the Initial Date of
Deposit, the Public Offering Price per Unit (which is based on the offering
prices of the Bonds and includes the sales charge) exceeded the value at which
Units could have been redeemed (based upon the current bid prices of the Bonds
in the Trust) by the amount shown under "Summary of Essential Financial
Information." While the Trustee has the power to determine the Redemption Price
per Unit when Units are tendered for redemption, such authority has been
delegated to the Evaluator which determines the price per Unit on a daily basis.
The Redemption Price per Unit is the pro rata share of each Unit in the Trust
determined on the basis of (i) the cash on hand in such Trust or monies in the
process of being collected, (ii) the value of the Bonds in such Trust based on
the bid prices of the Bonds (including "when issued" contracts, if any) and
(iii) interest accrued thereon, less (a) amounts representing taxes or other
governmental charges payable out of such Trust and (b) the accrued expenses of
such Trust. The Evaluator may determine the value of the Bonds in the Trust by
employing any of the methods set forth in "Public Offering - Offering Price."

The price at which Units may be redeemed could be less than the price paid
by the Unitholder and may be less than the par value of the Bonds represented by
the Units so redeemed. As stated above, the Trustee may sell Bonds to cover
redemptions. When Bonds are sold, the size of the Trust will be, and the
diversity may be, reduced. Such sales may be required at a time when Bonds would
not otherwise be sold and might result in lower prices than might otherwise be
realized.

The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or during

<PAGE>

which the Securities and Exchange Commission determines that trading on that
Exchange is restricted or an emergency exists, as a result of which disposal or
evaluation of the Bonds in the Trust is not reasonably practicable, or for such
other periods as the Securities and Exchange Commission may by order permit. The
Trustee is not liable to any person in any way for any loss or damage which may
result from any such suspension or postponement.

TRUST ADMINISTRATION

DISTRIBUTOR PURCHASES OF UNITS. The Trustee shall notify the Distributor of
any tender of Units for redemption. If the Distributor's bid in the secondary
market at that time equals or exceeds the Redemption Price per Unit, it may
purchase such Units by notifying the Trustee before the close of business on the
date of such notification and by making payment therefor to the Unitholder not
later than the day on which the Units would otherwise have been redeemed by the
Trustee. Units held by the Sponsor or Distributor may be tendered to the Trustee
for redemption as any other Units.

The offering price of any Units acquired by the Distributor will be in
accord with the Public Offering Price described in the then currently effective
prospectus describing such Units. Any profit resulting from the resale of such
Units will belong to the Distributor which likewise will bear any loss resulting
from a lower offering or redemption price subsequent to its acquisition of such
Units.

PORTFOLIO ADMINISTRATION. The Trustee is empowered to sell, for the purpose
of redeeming Units tendered by any Unitholder, and for the payment of expenses
for which funds may not be available, such of the Bonds designated by the
Sponsor as the Trustee in its sole discretion may deem necessary. The Sponsor,
in designating such Bonds, will consider a variety of factors, including (i)
interest rates, (ii) market value and (iii) marketability. The Sponsor may
direct the Trustee to dispose of Bonds in the event there is a decline in price
or the occurrence of other market or credit factors, including advance refunding
(i.e., the issuance of refunding securities and the deposit of the proceeds
thereof in trust or escrow to retire the refunded securities on their respective
redemption dates), so that in the opinion of the Sponsor the retention of such
Securities would be detrimental to the interest of the Unitholders.

The Sponsor is required to instruct the Trustee to reject any offer made by
an issuer of any of the Bonds to issue new obligations in exchange or
substitution for any Bond pursuant to a refunding or refinancing plan, except
that the Sponsor may instruct the Trustee to accept or reject such an offer or
to take any other action with respect thereto as the Sponsor may deem proper if
(i) the issuer is in default with respect to such Bond or (ii) in the written
opinion of the Sponsor the issuer will probably default with respect to such
Bond in the reasonably foreseeable future. Any obligation so received in
exchange or substitution will be held by the Trustee subject to the terms and
conditions of the Trust Agreement to the same extent as Bonds originally
deposited thereunder. Within five days after the deposit of obligations in
exchange or substitution for underlying Bonds, the Trustee is required to give
notice thereof to each Unitholder, identifying the Bonds eliminated and the
Bonds substituted therefor. Except as stated herein and under "The Fund -
Replacement Bonds" regarding the substitution of Replacement Bonds for Failed
Bonds, the acquisition by the Trust of any obligations other than the Bonds
initially deposited is not permitted.

If any default in the payment of principal or interest on any Bond occurs
and no provision for payment is made therefor within 30 days, the Trustee is
required to notify the Sponsor thereof. If the Sponsor fails to instruct the
Trustee to sell or to hold such Bond within 30 days after notification by the
Trustee to the Sponsor of such default, the Trustee may in its discretion sell
the defaulted Bond and not be liable for any depreciation or loss thereby
incurred.

AMENDMENT OR TERMINATION. The Sponsor and the Trustee have the power to
amend the Trust Agreement without the consent of any of the Unitholders when
such an amendment is (i) to cure an

<PAGE>

ambiguity or to correct or supplement any provision of the Trust Agreement which
may be defective or inconsistent with any other provision contained therein or
(ii) to make such other provisions as shall not adversely affect the interest of
the Unitholders (as determined in good faith by the Sponsor and the Trustee),
provided that the Trust Agreement may not be amended to increase the number of
Units issuable thereunder or to permit the deposit or acquisition of obligations
either in addition to or in substitution for any of the Bonds initially
deposited in the Trust, except for the substitution of certain refunding
obligations for such Bonds, for Replacement Bonds and for subsequent deposits
(see "The Fund"). In the event of any amendment requiring the consent of
Unitholders, the Trustee is obligated to notify promptly all Unitholders of the
substance of such amendment.

The Trust may be terminated at any time by consent of Unitholders
representing 66-2/3% of the Units of such Trust then outstanding or by the
Trustee when the value of such Trust, as shown by any semi-annual evaluation, is
less than the minimum value indicated under "Summary of Essential Financial
Information." The Trust will be liquidated by the Trustee in the event that a
sufficient number of Units not yet sold are tendered for redemption by the
underwriters, including the Sponsor, so that the net worth of such Trust would
be reduced to less than 40% of the initial principal amount of such Trust. If
the Trust is liquidated because of the redemption of unsold Units by the
Underwriter, the Sponsor will refund to each purchaser of Units the entire sales
charge paid by such purchaser.

The Trust Agreement provides that the Trust shall terminate upon the
redemption, sale or other disposition of the last Bond held in such Trust, but
in no event shall it continue beyond the end of the year preceding the fiftieth
anniversary of the Trust Agreement. In the event of termination of the Trust,
written notice thereof will be sent by the Trustee to each Unitholder of such
Trust at his address appearing on the registration books of the Trust maintained
by the Trustee, such notice specifying the time or times at which the Unitholder
may surrender his certificate or certificates, if any were issued, for
cancellation. Within a reasonable time thereafter the Trustee shall liquidate
any Bonds then held in such Trust and shall deduct from the funds of such Trust
any accrued costs, expenses or indemnities provided by the Trust Agreement,
including estimated compensation of the Trustee and costs of liquidation and any
amounts required as a reserve to provide for payment of any applicable taxes or
other governmental charges. The sale of Bonds in the Trust upon termination may
result in a lower amount than might otherwise be realized if such sale were not
required at such time. For this reason, among others, the amount realized by a
Unitholder upon termination may be less than the principal amount or par amount
of Bonds represented by the Units held by such Unitholder. The Trustee shall
then distribute to each Unitholder his or her share of the balance of the
Interest and Principal Accounts. With such distribution the Unitholders shall be
furnished a final distribution statement of the amount distributable. At such
time as the Trustee in its sole discretion shall determine that any amounts held
in reserve are no longer necessary, it shall make distribution thereof to
Unitholders in the same manner.

LIMITATION ON LIABILITIES. The Sponsor, the Evaluator, the Distributor and
the Trustee shall be under no liability to Unitholders for taking any action or
for refraining from taking any action in good faith pursuant to the Trust
Agreement, or for errors in judgment, but shall be liable only for their own
willful misfeasance, bad faith or gross negligence in the performance of their
duties or by reason of their reckless disregard of their obligations and duties
thereunder. The Trustee shall not be liable for depreciation or loss incurred by
reason of the sale by the Trustee of any of the Bonds. In the event of the
failure of the Sponsor to act under the Trust Agreement, the Trustee may act
thereunder and shall not be liable for any action taken by it in good faith
under the Trust Agreement.

The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Bonds or upon the interest thereon or upon it
as Trustee under the Trust Agreement or upon or in respect of the Fund which the
Trustee may be required to pay under any present or future law of the United
States of America or of any other taxing authority having jurisdiction. In
addition, the Trust Agreement contains other customary provisions limiting the
liability of the Trustee.

<PAGE>

The Trustee, Sponsor, Distributor and Unitholders may rely on any
evaluation furnished by the Evaluator and shall have no responsibility for the
accuracy thereof. Determinations by the Evaluator under the Trust Agreement
shall be made in good faith upon the basis of the best information available to
it, provided, however, that the Evaluator shall be under no liability to the
Trustee, Sponsor, Distributor or Unitholders for errors in judgment. This
provision shall not protect the Evaluator in any case of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations and duties.

MANAGING UNDERWRITER. Cohig & Associates, Inc. is a privately owned,
full-service brokerage firm, organized in 1985 and specializing in investment
counsel for individuals and small institutions and also in providing capital
for emerging-growth companies.

The Managing Underwriter's Research Department supports the firm's account
executives and investment banking customers with in-depth research and analysis
on emerging-growth companies and special situations.

In addition to periodic underwritings, Cohig & Associates, Inc. provides
its clients with a traditional range of investment products and services,
including listed and OTC stocks, municipal, corporate and government bonds,
mutual funds and retirement accounts. The Managing Underwriter's account
executives strive to create portfolios that balance prudence and capital
preservation with opportunities for the kind of dramatic upside moves that build
wealth.

SPONSOR. Delaware Management Company, Inc. is the Sponsor of the Fund and
Delaware Distributors, L.P. is the primary Distributor of Fund Units. Both the
Sponsor and Distributor are indirect, wholly owned subsidiaries of Lincoln
National Corporation ("LNC"). LNC, headquartered in Fort Wayne, Indiana, owns
and operates insurance and investment management businesses, including DMH
Corp. ("DMH") the parent of the Sponsor and Distributor. The Sponsor,
Distributor and their affiliates serve as adviser, distributor and transfer
agent for the Delaware Group of Mutual Funds, including the Delaware-Voyageur
Funds.

As of August 31, 1997, affiliates of DMH, including the Sponsor, had assets
under management of over $38.4 billion in mutual fund and institutional
accounts, and served as investment adviser to more than 90 mutual fund
portfolios. The principal business address for Delaware Management Company, Inc.
is One Commerce Square, Philadelphia, Pennsylvania 19103; the principal business
address for Delaware Distributors, L.P. is 1818 Market Street, Philadelphia,
Pennsylvania 19103. (This paragraph relates only to the Sponsor and not to the
Fund or to any Series thereof. The information is included herein only for the
purpose of informing investors as to the financial responsibility of the Sponsor
and its ability to carry out its contractual obligations. More detailed
information will be made available by the Sponsor upon request.)

If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or become bankrupt or its affairs are
taken over by public authorities, then the Trustee may (i) appoint a successor
Sponsor at rates of compensation deemed by the Trustee to be reasonable and not
exceeding amounts prescribed by the Securities and Exchange Commission, (ii)
terminate the Trust Agreement and liquidate the Fund as provided therein or
(iii) continue to act as Trustee without terminating the Trust Agreement.

EVALUATOR. Muller Data Corporation serves as Evaluator. The Evaluator may
resign or be removed by the Sponsor in which event the Sponsor is to use its
best efforts to appoint a satisfactory successor. Such resignation or removal
shall become effective upon acceptance of appointment by the successor
evaluation. If upon resignation of the Evaluator no successor has accepted
appointment within 30 days after notice of resignation, the Evaluator may apply
to a court of competent jurisdiction for the appointment of a successor. Notice
of such resignation or removal and appointment shall be mailed by the Trustee to
each Unitholder.

<PAGE>

TRUSTEE. The Trustee, The Chase Manhattan Bank, is a trust company
specializing in investment related services, organized and existing under the
laws of New York, having its unit investment trust office at 4 New York Plaza,
New York, New York 10004-2413. The Trustee is subject to supervision by the
Superintendent of Banks of the State of New York, the Federal Deposit Insurance
Corporation and the Board of Governors of the Federal Reserve System.

The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Bonds for the portfolio of the Trust.

In accordance with the Trust Agreement, the Trustee shall keep proper books
of record and account of all transactions at its office for the Fund. Such
records shall include the name and address of, and the certificates issued by
the Trust to, every Unitholder. Such books and records shall be open to
inspection by any Unitholder at all reasonable times during usual business
hours. The Trustee shall make such annual or other reports as may from time to
time be required under any applicable state or Federal statute, rule or
regulation (see "Rights of Unitholders - Reports Provided"). The Trustee is
required to keep a certified copy or duplicate original of the Trust Agreement
on file in its office available for inspection at all reasonable times during
the usual business hours by any Unitholder, together with a current list of the
Bonds held in the Trust.

Under the Trust Agreement, the Trustee or any successor trustee may resign
and be discharged of the Trust created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor. The Trustee or
successor trustee must mail a copy of the notice of resignation to all
Unitholders then of record, not less than 60 days before the date specified in
such notice when such resignation is to take effect. The Sponsor upon receiving
notice of such resignation is obligated to appoint a successor trustee promptly.
If, upon such resignation, no successor trustee has been appointed and has
accepted the appointment within 30 days after notification, the retiring Trustee
may apply to a court of competent jurisdiction for the appointment of a
successor. The Sponsor may remove the Trustee and appoint a successor trustee as
provided in the Trust Agreement. Notice of such removal and appointment shall be
mailed to each Unitholder by the Sponsor. Upon execution of a written acceptance
of such appointment by such successor trustee, all the rights, powers, duties
and obligations of the original trustee shall vest in the successor. The
resignation or removal of a Trustee becomes effective only when the successor
trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor trustee.

Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a corporation organized under the laws of the United States or any
State, be authorized to exercise trust powers and have at all times an aggregate
capital, surplus and undivided profits of not less than $5,000,000.

<PAGE>

UNDERWRITING

The Underwriters named below have severally purchased Units in the
following respective amounts from the Sponsor.

CORPORATE
HIGH YIELD
NAME ADDRESS SERIES 2
- -------------------------------- ---------------------------------- ----------

MANAGING UNDERWRITERS
Cohig & Associates, Inc. 6300 South Syracuse Way, Suite 430 50,000
Englewood, CO 80111

UNDERWRITERS
Delaware Distributors, L. P. 1818 Market Street 347,954
Philadelphia, PA 19103

PrimeVest Financial 400 First Street South 10,000
St. Cloud, MN 56301

Raymond James & Associates, Inc. 880 Carillon Parkway 10,000
St. Petersburg, FL 33733 -------

Total 417,954
=======

Units may also be sold to broker-dealers and others at prices representing
the per Unit concession or agency commission stated under "Public Offering -
Unit Distribution." However, resales of Units by such broker-dealers and others
to the public will be made at the Public Offering Price described in the
Prospectus. The Sponsor and the Distributor each reserves the right to reject,
in whole or in part, any order for the purchase of Units and the right to change
the amount of the concession or agency commission from time to time.

At various times the Distributor may implement programs under which the
sales forces of the Underwriter, brokers, dealers, banks and/or others may be
eligible to win nominal awards for certain sales efforts, or under which the
Distributor will reallow to any such Underwriter, brokers, dealers, banks and/or
others that sponsor sales contests or recognition programs conforming to
criteria established by the Distributor, or participate in sales programs
sponsored by the Distributor, an amount not exceeding the total applicable sales
charges on the sales generated by such person at the public offering price
during such programs. Also, the Distributor in its discretion may from time to
time pursuant to objective criteria established by the Distributor pay fees to
the Underwriter, brokers, dealers, banks or others for certain services or
activities which are primarily intended to result in sales of Units of the
Trust. Such payments are made by the Distributor out of its own assets, and not
out of the assets of the Trust. These programs will not change the price
Unitholders pay for their Units or the amount that the Trust will receive from
the Units sold.

OTHER MATTERS

LEGAL OPINIONS. The legality of the Units offered hereby and certain
matters relating to Federal and state tax law have been passed upon by Chapman
and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as counsel for the
Sponsor. Carter, Ledyard & Milburn will act as counsel for the Trustee and as
special New York tax counsel for the Trust.

INDEPENDENT AUDITORS. The statement of net assets and the related schedule
of investments as of the opening of business on the Initial Date of Deposit
included in this Prospectus have been included herein in reliance upon the
report of KPMG Peat Marwick LLP, independent auditors, appearing elsewhere
herein and upon the authority of said firm as experts in accounting and
auditing.

<PAGE>

DESCRIPTION OF BOND RATINGS*

STANDARD & POOR'S. A brief description of the applicable Standard & Poor's
rating symbols and their meanings follows:

A Standard & Poor's corporate or municipal bond rating is a current
assessment of the creditworthiness of an obligor with respect to a specific debt
obligation. This assessment may take into consideration obligors such as
guarantors, insurers, or lessees.

The bond rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.

The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. Standard
& Poor's does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be changed,
suspended or withdrawn as a result of changes in, or unavailability of, such
information, or for other circumstances.

The ratings are based, in varying degrees, on the following considerations:

I. Likelihood of default - capacity and willingness of the obligor as
to the timely payment of interest and repayment of principal in accordance
with the terms of the obligation;

II. Nature of and provisions of the obligation;

III. Protection afforded by, and relative position of, the obligation
in the event of bankruptcy, reorganization or other arrangements under the
laws of bankruptcy and other laws affecting creditors' rights.

AAA - Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is extremely
strong.

AA - Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

A - Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.

BBB - Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.

BB, B, CCC, CC - Debt rated BB, B, CCC and CC is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposure to adverse
conditions.

Plus (+) or Minus (-): The ratings from "AA" to "BBB" may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.

Provisional Ratings: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the bonds being rated and indicates

- ------------------
*As published by the ratings companies.

<PAGE>

that payment of debt service requirements is largely or entirely dependent upon
the successful and timely completion of the project. This rating, however, while
addressing credit quality subsequent to completion of the project, makes no
comment on the likelihood of, or the risk of default upon failure of, such
completion. The investor should exercise his/her own judgment with respect to
such likelihood and risk.

Credit Watch: Credit Watch highlights potential changes in ratings of bonds
and other fixed income securities. It focuses on events and trends which place
companies and government units under special surveillance by S&P's 180-member
analytical staff. These may include mergers, voter referendums, actions by
regulatory authorities, or developments gleaned from analytical reviews. Unless
otherwise noted, a rating decision will be made within 90 days. Issues appear on
Credit Watch where an event, situation, or deviation from trends occurred and
needs to be evaluated as to its impact on credit ratings. A listing, however,
does not mean a rating change is inevitable. Since S&P continuously monitors all
of its ratings, Credit Watch is not intended to include all issues under review.
Thus, rating changes will occur without issues appearing on Credit Watch.

MOODY'S. A brief description of the applicable Moody's rating symbols and
their meanings follows:

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues. Their safety is so absolute
that with the occasional exception of oversupply in a few specific instances,
characteristically, their market value is affected solely by money market
fluctuations.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.
Their market value is virtually immune to all but money market influences, with
the occasional exception of oversupply in a few specific instances.

A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment sometime in the future. The
market value of A-rated bonds may be influenced to some degree by economic
performance during a sustained period of depressed business conditions, but,
during periods of normalcy, A-rated bonds frequently move in parallel with Aaa
and Aa obligations, with the occasional exception of oversupply in a few
specific instances.

A 1 and Baa 1 - Bonds which are rated A 1 and Baa 1 offer the maximum in
security within their quality group, can be bought for possible upgrading in
quality, and additionally, afford the investor an opportunity to gauge more
precisely the relative attractiveness of offerings in the market place.

Baa - Bonds which are rated Baa are considered as medium grade obligations;
I.E., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. The market value of Baa-rated
bonds is more sensitive to changes in economic circumstances, and aside from
occasional speculative factors applying to some bonds of this class, Baa

<PAGE>

market valuations will move in parallel with Aaa, Aa, and A obligations during
periods of economic normalcy, except in instances of oversupply.

Ba - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Moody's bond rating symbols may contain numerical modifiers of a generic
rating classification. The modifier 1 indicates that the bond ranks at the high
end of its category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic rating
category.

Con.(---) - Bonds for which the security depends upon the completion of
some act or the fulfillment of some condition are rated conditionally. These are
bonds secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.

FITCH INVESTORS SERVICE, L.P. A brief description of the applicable Fitch
rating symbols and their meanings follows:

AAA - These bonds are considered to be investment grade and of the highest
quality. The obligor has an extraordinary ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA - These bonds are considered to be' investment grade and of high
quality. The obligor's ability to pay interest and repay principal, which is
very strong, is somewhat less than for AAA-rated securities or more subject to
possible change over the term of the issue.

A - These bonds are considered to be investment grade and of good quality.
The obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB - These bonds are considered to be investment grade and of satisfactory
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however, are more likely to weaken this ability than bonds with higher ratings.

BB - These bonds are considered speculative and of low investment grade.
The obligor's ability to pay interest and repay principal is not strong and is
considered likely to be affected over time by adverse economic changes.

B - These bonds are considered highly speculative. Bonds in this class are
lightly protected as to the obligors ability to pay interest over the life of
the issue and repay principal when due.

A "+" or a "-" sign after a rating symbol indicates relative standing in its
rating.

<PAGE>

No person is authorized to give any information or to make any representations
not contained in this Prospectus; and any information or representation not
contained herein must not be relied upon as having been authorized by the Fund,
the Sponsor or the Underwriter. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, securities in any state to any
person to whom it is not lawful to make such offer in such state.

- --------------------------------------------------------------------------------

TABLE OF CONTENTS

TITLE PAGE
- ----- ----

SUMMARY OF ESSENTIAL FINANCIAL
INFORMATION ...................... 3
THE FUND ........................... 5
INVESTMENT OBJECTIVES AND
PORTFOLIO SELECTION .............. 6
THE TRUST .......................... 7
INDEPENDENT AUDITORS' REPORT ....... 10
STATEMENT OF NET ASSETS ............ 11
RISK FACTORS ....................... 12
ESTIMATED CURRENT RETURN AND
ESTIMATED LONG-TERM RETURN ....... 15
TRUST OPERATING EXPENSES ........... 16
TAX STATUS ......................... 17
PUBLIC OFFERING .................... 21
RIGHTS OF UNITHOLDERS .............. 25
TRUST ADMINISTRATION ............... 29
UNDERWRITING ....................... 33
OTHER MATTERS ...................... 33
DESCRIPTION OF BOND RATINGS ........ 34

- --------------------------------------------------------------------------------

This Prospectus contains information concerning the Fund and the Sponsor, but
does not contain all of the information set forth in the registration statements
and exhibits relating thereto, which the Fund has filed with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1933 and the
Investment Company Act of 1940, and to which reference is hereby made.

UIT-F113 9/97

P R O S P E C T U S

- --------------------------------------------------------------------------------

September 18, 1997

DELAWARE-VOYAGEUR
UNIT INVESTMENT TRUST,
SERIES 13
CORPORATE HIGH YIELD
SERIES 2

================================================================================

DELAWARE MANAGEMENT
COMPANY, INC.
ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103

PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE.

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 comprises the following papers
and documents:
The facing sheet of Form S-6
The Cross-Reference Sheet
The Prospectus
The signatures

The following exhibits:

1.1 Standard Terms and Conditions of Trust - Delaware-Voyageur Unit
Investment Trust Series 10 and certain Subsequent Series, dated May 22,
1997 among Voyageur Fund Managers, Inc. as Sponsor, Muller Data
Corporation, as Evaluator and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Amendment No. 1 to Form S-6 (File No.
333-26193) filed on behalf of Delaware-Voyageur Unit Investment Trust,
Series 10).

1.2 Form of Trust Indenture and Agreement for Delaware-Voyageur Unit
Investment Trust, Series 13.

2. Opinion of counsel to the Sponsor as to legality of the securities
being registered including a consent to the use of its name under the
headings "Tax Status" and "Legal Opinions" in the Prospectus and
opinion of counsel as to Federal income tax status of the securities
being registered.

3.1 Opinion of counsel as to New York income tax status of securities being
registered.

3.2 Opinion of counsel as to advancement of funds by Trustee.

4. Not applicable.

5. Financial Data Schedules filed hereto electronically as Exhibit(s) 27
pursuant to Rule 401 of Regulation S-T.

6. Written Consents.
(a) Consent of Muller Data Corporation.
(b) Consent of KPMG Peat Marwick LLP.

<PAGE>

SIGNATURES

The Registrant, Delaware-Voyageur Unit Investment Trust, Series 13,
hereby identifies Delaware-Voyageur Unit Investment Trust, Series 10, for
purposes of the representations required by Rule 487 and represents the
following: (1) that the portfolio securities deposited in the series with
respect to which this Registration Statement is being filed do not differ
materially in type or quality from those deposited in such previous series; (2)
that, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information for, the
series with respect to which this Registration Statement is being filed, this
Registration Statement does not contain disclosures that differ in any material
respect from those contained in the registration statements for such previous
series as to which the effective date was determined by the Securities and
Exchange Commission or the staff; and (3) that it has complied with Rule 460
under the Securities Act of 1933.

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Delaware-Voyageur Unit Investment Trust, Series 13, has duly caused
this Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Philadelphia and
State of Pennsylvania on the 18th day of September, 1997.

DELAWARE-VOYAGEUR UNIT
INVESTMENT TRUST, SERIES 13
(Registrant)

By: Delaware Management Company, Inc.
(Depositor)

By: George M. Chamberlain, Jr.
--------------------------------------
Senior Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on by the following person in the
capacity indicated and on September 18, 1997.

SIGNATURE TITLE

WAYNE A. STORK President, Chief Executive Officer
- -------------------------------- and Chief Investment Officer
Wayne A. Stork

<PAGE>

DAVID K. DOWNES Executive Vice President, Chief Operating
- -------------------------------- Officer, Chief Financial Officer
David K. Downes and Treasurer

GEORGE M. CHAMBERLAIN, JR.
- --------------------------------
George M. Chamberlain, Jr. Senior Vice President, Secretary and Director

RICHARD G. UNRUH
- --------------------------------
Richard G. Unruh Director

MEMORANDUM OF CHANGES

DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 13

The Prospectus filed with Amendment No. 1 of the Registration Statement
on Form S-6 has been revised to reflect information regarding the deposit of
bonds on September 18, 1997, and to set forth certain statistical data based
thereon.

COVER PAGE. The series number and the Trust has been added. Information
relating to the sales charge and the price of the offering if the units
were available for purchase at the opening of business on the Initial
Date of Deposit is set forth in the "Public Offering Price" section.

PAGE 3. The "Summary of Essential Financial Information" table has
been completed.

PAGES 8-9. The following information for the Trust appears on the
pages indicated:

Summary data regarding the composition of the portfolio of
the Trusts.

The Portfolio for the Trust.

PAGE 10. The Notes to Schedule of Investments has been completed.

PAGE 12. The Independent Auditors' Report has been completed.

PAGE 13. The Statement of Net Assets has been completed.

PAGE 27. In the section "Offering Price," the differences between
the offering side evaluations and the bid side evaluations
of the Bonds in the Trusts have been set forth.

PAGE 28. The dealer concession has been set forth in the "Public
Offering" section.

PAGE 28. The percentage of the aggregate principal amount of the
Securities in the Trusts in which the Sponsor or affiliates
of the Sponsor have participated as underwriters or members
of the underwriting syndicate has been set forth in the
"Sponsor and Underwriter Compensation" section.

<PAGE>

BACK COVER The Series number, the Trust in the Fund and the date of
the Prospectus have been included.

Exhibit 1.2

DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST
SERIES 13
TRUST AGREEMENT

Dated: September 18, 1997

This Trust Agreement between Delaware Management Company, Inc., as
Depositor, Muller Data Corporation, as Evaluator and The Chase Manhattan Bank,
as Trustee, sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "Standard Terms and Conditions
of Trust for Delaware-Voyageur Unit Investment Trust, Series 10 and Certain
Subsequent Series, Effective May 22, 1997" (herein called the "STANDARD TERMS
AND CONDITIONS OF TRUST"), and such provisions as are set forth in full and such
provisions as are incorporated by reference constitute a single instrument. All
references herein to Articles and Sections are to Articles and Sections of the
Standard Terms and Conditions of Trust.

WITNESSETH THAT:

In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:

PART I
STANDARD TERMS AND CONDITIONS OF TRUST

Subject to the Provisions of Part II hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein incorporated
by reference in their entirety and shall be deemed to be a part of this
instrument as fully and to the same extent as though said provisions had been
set forth in full in this instrument.

PART II
SPECIAL TERMS AND CONDITIONS OF TRUST

The following special terms and conditions are hereby agreed to:

(a) The Bonds defined in Article I listed in Schedule A hereto
have been deposited in Trust under this Trust Agreement.

(b) All references to Voyageur Fund Managers, Inc. in the
Standard Terms and Conditions of Trust shall be amended to refer to
Delaware Management Company, Inc.

<PAGE>

IN WITNESS WHEREOF, Delaware Management Company, Inc. has caused this
Trust Agreement to be executed by its Senior Vice President and Secretary,
Muller Data Corporation has caused this Trust Agreement to be signed by its
Chief Operating Officer and The Chase Manhattan Bank has caused this Trust
Agreement to be executed by one of its Vice Presidents all as of the day, month
and year first above written.

DELAWARE MANAGEMENT COMPANY, INC.,
Depositor

By:
---------------------------------------
Senior Vice President and Secretary

MULLER DATA CORPORATION, Evaluator

By:
---------------------------------------

THE CHASE MANHATTAN BANK, Trustee

By:
---------------------------------------

<PAGE>

SCHEDULE A TO TRUST AGREEMENT

SECURITIES INITIALLY DEPOSITED
IN
DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 13

(Note: Incorporated herein and made a part hereof are the "SCHEDULES OF
INVESTMENTS" as set forth in the Prospectus.)

Exhibit 2

September 18, 1997

Delaware Management Company, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103

Re: Delaware-Voyageur Unit Investment Trust, Series 13

Ladies/Gentlemen:

We have served as special counsel for Delaware Management Company,
Inc., as Sponsor and Depositor (the "DEPOSITOR") of Delaware-Voyageur Unit
Investment Trust, Series 13 (the "FUND"), in connection with the preparation,
execution and delivery of a Trust Agreement dated September 18, 1997 between
Delaware Management Company, Inc., as Depositor, Muller Data Corporation, as
Evaluator, and The Chase Manhattan Bank, as Trustee, pursuant to which the
Depositor has delivered to and deposited the bonds listed in Schedule A to the
Trust Agreement with the Trustee and pursuant to which the Trustee has issued in
the name of the Depositor documents representing units of fractional undivided
interest in and ownership of the Fund created under said Trust Agreement.

In connection therewith we have examined such pertinent records and
documents and matters of law as we have deemed necessary in order to enable us
to express the opinions hereinafter set forth.

Based upon the foregoing, we are of the opinion that:

1. The execution and delivery of the Trust Agreement and the
execution and issuance of certificates evidencing the units of the Fund
have been duly authorized; and

2. The certificates evidencing the units of the Fund when duly
executed and delivered by the Depositor and the Trustee in accordance
with the aforementioned Trust Agreement, will constitute valid and
binding obligations of the Fund and the Depositor in accordance with
the terms thereof.

<PAGE>

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-35307) relating to the units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Respectfully submitted,

CHAPMAN AND CUTLER

MJK/slm

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

September 18, 1997

The Chase Manhattan Bank
4 New York Plaza
New York, New York 10004-2413

Delaware Management Company, Inc.
One Commerce Square
Philadelphia, Pennsylvania 19103

Re: Delaware-Voyageur Unit Investment Trust, Series 13

Gentlemen:

We have acted as counsel for Delaware Management Company, Inc., as
Sponsor and Depositor of Delaware-Voyageur Unit Investment Trust, Series 13 (the
"Trust"), in connection with the issuance of Units of fractional undivided
interest in the Trust, under a Trust Agreement dated May 22, 1997 (the
"Indenture") between Delaware Management Company, Inc., as Depositor, Muller
Data Corporation, as Evaluator, and The Chase Manhattan Bank, as Trustee.

In this connection, we have examined the Registration Statement, the
Prospectus, the Indenture, and such other instruments and documents as we have
deemed pertinent.

The assets of the Trust will consist of a portfolio of high yield, high
risk corporate debt obligations (the "Corporate Bonds" or the "Obligations") as
set forth in the Prospectus. All Obligations have been issued after July 18,
1984. For purpose of the following discussions and opinions, it is assumed that
the Obligations are debt for Federal income tax purposes.

Based upon the foregoing and upon an investigation of such matters of
law as we consider to be applicable, we are of the opinion that, under existing
Federal income tax law:

(i) The Trust is not an association taxable as a corporation
for Federal income tax purposes but will be governed by the provisions
of subpart E,

<PAGE>

subchapter J (relating to trusts) of chapter 1, Internal Revenue Code
of 1986 (the "Code").

(ii) Each Unitholder will be considered as owning a pro rata
share of each asset of the Trust for Federal income tax purposes. Under
subpart E, subchapter J of chapter 1 of the Code, income of the Trust
will be treated as income of each Unitholder. Each Unitholder will be
considered to have received his pro rata share of income derived from
each Trust asset when such income is considered to be received by the
Trust. Each Unitholder will also be required to include in taxable
income for Federal income tax purposes, original issue discount with
respect to his interest on any Obligation held by the Trust at the same
time and in the same manner as though the Unitholder were the direct
owner of such interest. Original issue discount will be treated as zero
if it is "de minimis" within the meaning of Section 1273 of the Code.
If a Corporate Bond is a "high-yield discount obligation" within the
meaning of Section 163(e)(5) of the Code, certain special rules may
apply. A Unitholder may elect to include in taxable income for Federal
income tax purposes, market discount as it accrues with respect to his
interest in any Corporate Bond held by the Trust which he is considered
as having acquired with market discount at the same time and in the
same manner as though the Unitholder were the direct owner of such
interest

(iii) The price a Unitholder pays for his Units, generally
including sales charges, is allocated among his pro rata portion of
each Obligation held by a Trust (in proportion to the fair market
values thereof on the valuation date closest to the date the Unitholder
purchases his Units), in order to determine his tax basis for his pro
rata portion of each Obligation held by the Trust. A Unitholder will be
required to include in gross income for each taxable year the sum of
his daily portions of original issue discount attributable to the
Obligations held by the Trust as such original issue discount accrues
and will in general be subject to Federal income tax with respect to
the total amount of such original issue discount that accrues for such
year even though the income is not distributed to the Unitholders
during such year to the extent it is greater than or equal to the "de
minimis" amount described below. To the extent the amount of such
discount is less than the respective "de minimis" amount, such discount
shall be treated as zero. In general, original issue discount accrues
daily under a constant interest rate method which takes into account
the semi-annual compounding of accrued interest.

(iv) Each Unitholder will have a taxable event when an
Obligation is disposed of (whether by sale, exchange, liquidation,
redemption, payment on maturity or otherwise) or when the Unitholder
redeems or sells his Units. A Unitholder's tax basis in his Units will
equal his tax basis in his pro rata portion of all the assets of the
Trust. Such basis, is determined (before the adjustments

<PAGE>

described below) by apportioning the tax basis for the Units among each
of the Trust assets according to value as of the valuation date nearest
the date of acquisition of the Units. Unitholders must reduce their tax
basis of their Units for their share of accrued interest, if any on
Obligations delivered after the date the Unitholders pay for their
Units to the extent such interest accrued on such Obligations before
the date the Trust acquired ownership of the Obligations (and the
amount of this reduction may exceed the amount of accrued interest paid
to the sellers) and, consequently such Unitholder may have an increase
in taxable gain or reduction in capital loss upon the disposition of
such Units. Gain or loss upon the sale or redemption of Units is
measured by comparing the proceeds of such sale or redemption with the
adjusted basis of the Units. If the Trustee disposes of Obligations
(whether by sale, exchange, payment on maturity, redemption or
otherwise), gain or loss is recognized to the Unitholder (subject to
various nonrecognition provisions of the Code). The amount of any such
gain or loss is measured by comparing the Unitholder's pro rata portion
of the total proceeds from such disposition with his basis for his
fractional interest in the asset disposed of. The basis of each Unit
and of each Obligation which was issued with original issue discount
(or which has market discount) must be increased by the amount of
accrued original issue discount (and market discount if the Unitholder
elects to include market discount in income as it accrues) and the
basis of each Unit and of each Obligation which was purchased by the
Trust at a premium must be reduced by the annual amortization of bond
premium which the Unitholder has properly elected to amortize under
Section 171 of the Code. The tax basis reduction requirements of the
Code relating to amortization of bond premium may, under some
circumstances, result in the Unitholder realizing a taxable gain when
his Units are sold or redeemed for an amount equal to or less than his
original cost.

Each Unitholder's pro rata share of each expense paid by the Trust is
deductible by the Unitholder to the same extent as though the expense had been
paid directly by him. It should be noted that, as a result of The Tax Reform Act
of 1986 (the "Act"), certain miscellaneous itemized deductions, such as
investment expenses, tax return preparation fees and employee business expenses
will be deductible by an individual only to the extent they exceed 2% of such
individual's adjusted gross income (similar limitations also apply to estates
and trusts). Unitholders may be required to treat some or all of the expenses
paid by the Trust as miscellaneous itemized deductions subject to this
limitation.

The Code provides a complex set of rules governing the accrual of
original issue discount. These rules provide that original issue discount
generally accrues on the basis of a constant compound interest rate over the
term of the Obligations. Special rules apply if the purchase price of an
Obligation exceeds its original issue price plus the amount of original issue
discount which would have previously accrued, based upon its issue price (its
"adjusted issue price"). Similarly, these special rules would apply to a
Unitholder if the tax basis of

<PAGE>

his pro rata portion of an Obligation issued with original issue discount
exceeds his pro rata portion of its adjusted issue price.

It is possible that a Corporate Bond that has been issued at an
original issue discount may be characterized as a "high-yield discount
obligation" within the meaning of Section 163(e)(5) of the Code. To the extent
that such an obligation is issued at a yield in excess of six percentage points
over the applicable Federal rate, a portion of the original issue discount on
such obligation will be characterized as a distribution on stock (e.g.,
dividends) for purposes of the dividends received deduction which is available
to certain corporations with respect to certain dividends received by such
corporations.

If a Unitholder's tax basis in his pro rata portion of any Corporate
Bond held by the Trust is less than his allocable portion of such Corporate
Bond's stated redemption price at maturity (or, if issued with original issue
discount, the allocable portion of its revised issue price), such difference
will constitute market discount unless the amount of market discount is "de
minimis" as specified in the Code. To the extent the amount of such discount is
less than the respective "de minimis" amount, such discount shall be treated as
zero. Market discount accrues daily computed on a straight line basis, unless
the Unitholder elects to calculate accrued market discount under a constant
yield method.

Accrued market discount is generally includible in taxable income of
the Unitholders as ordinary income for Federal tax purposes upon the receipt of
serial principal payments on Corporate Bonds held by the Trust, on the sale,
maturity or disposition of such Corporate Bonds by the Trust and on the sale of
a Unitholder's Units unless a Unitholder elects to include the accrued market
discount in taxable income as such discount accrues. If a Unitholder does not
elect to annually include accrued market discount in taxable income as it
accrues, deductions for any interest expense incurred by the Unitholder to
purchase or carry his Units will be reduced by such accrued market discount. In
general, the portion of any interest which was not currently deductible would
ultimately be deductible when the accrued market discount is included in income.

The tax basis of a Unitholder with respect to his interest in an
Obligation is increased by the amount of original issue discount (and market
discount, if the Unitholder elects to include market discount, if any, on the
Obligations held by the Trust in income as it accrues) thereon properly included
in the Unitholder's gross income as determined for Federal income tax purposes
and reduced by the amount of any amortized premium which the Unitholder has
properly elected to amortize under Section 171 of the Code. A Unitholder's tax
basis in his Units will equal his tax basis in his pro rata portion of all the
assets of the Trust.

A Unitholder will recognize taxable gain (or loss) when all or part of
the pro rata interest in an Obligation is disposed of for an amount greater (or
less) than his tax basis therefor in a taxable transaction, subject to various
non-recognition provisions of the Code.

<PAGE>

As previously discussed, gain attributable to any Corporate Bond deemed
to have been acquired by the Unitholder with market discount will be treated as
ordinary income to the extent the gain does not exceed the amount of accrued
market discount not previously taken into income. The tax basis reduction
requirements of the Code relating to amortization of bond premium may, under
certain circumstances, result in the Unitholder realizing a taxable gain when
his Units are sold or redeemed for an amount equal to or less than his original
cost.

If a Unitholder disposes of a Unit, he is deemed thereby to have
disposed of his entire pro rata interest in all Trust assets including his pro
rata portion of all of the Corporate Bonds represented by the Unit. This may
result in a portion of the gain, if any, on such sale being taxable as ordinary
income under the market discount rules (assuming no election was made by the
Unitholder to include market discount in income as it accrues) as previously
discussed.

"The Revenue Reconciliation Act of 1993" (the "Tax Act") raised tax
rates on ordinary income above the rates at which capital gains are subject to
tax in certain circumstances. Because some or all capital gains are taxed at a
comparatively lower rate under the Tax Act, the Tax Act includes a provision
that recharacterizes capital gains as ordinary income in the case of certain
financial transactions that are "conversion transactions" effective for
transactions entered into after April 30, 1993.

(i) the interest income or gain is not effectively connected with the
conduct by the foreign investor of a trade or business within the
United States;

(ii) if the interest is United States source income (which is the case
for most securities issued by United States issuers), the Obligation is
issued after July 18, 1984, (which is the case for each Obligation held
by the Trust) the foreign investor does not own, directly or
indirectly, 10% or more of the total combined voting power of all
classes of voting stock of the issuer of the Obligation and the foreign
investor is not a controlled foreign corporation related (within the
meaning of Section 864(d)(4) of the Code) to the issuer of the
Obligation;

(iii) with respect to any gain, the foreign investor (if an individual)
is not present in the United States for 183 days or more during his or
her taxable year; and

<PAGE>

(iv) the foreign investor provides all certification which may be
required of his status.

It should be noted that the Tax Act includes a provision which
eliminates the exemption from United States taxation, including withholding
taxes, for certain "contingent interest." This provision applies to interest
received after December 31, 1993. No opinion is expressed herein regarding the
potential applicability of this provision and whether United States taxation or
withholding taxes could be imposed with respect to income derived from the Units
as a result thereof.

The scope of this opinion is expressly limited to the matters set forth
herein, and, except as expressly set forth above, we express no opinion with
respect to any other taxes, including foreign, state or local taxes or
collateral tax consequences with respect to the purchase, ownership and
disposition of Units.

Very truly yours

CHAPMAN AND CUTLER

MJK/slm

Exhibit 3.1

CARTER, LEDYARD & MILBURN
2 WALL STREET
NEW YORK, NEW YORK 10005

September 18, 1997

The Chase Manhattan Bank,
as Trustee of
Delaware-Voyageur Unit Investment Trust,
Series 13
Four New York Plaza
New York, New York 10004-2413

Attn: Mr. Thomas Porrazzo
Vice President

Re: Delaware-Voyageur Unit Investment Trust,
Series 13, consisting of
Corporate High Yield Series 2

Dear Sirs:

We are acting as special counsel with respect to New York tax matters
for Delaware-Voyageur Unit Investment Trust, Series 13, which consists of
Corporate High Yield Series 2 (the "Trust"), which will be established under a
certain Standard Terms and Conditions of Trust dated May 22, 1997 and a related
Trust Agreement dated as of today (collectively, the "Indenture") between
Delaware Management Company, Inc., as Depositor (the "Depositor"), Muller Data
Corporation, as Evaluator, and Chase, as Trustee (the "Trustee"). Pursuant to
the terms of the Indenture, units of fractional undivided interest in the Trust
(the "Units") will be issued in the aggregate number set forth in the Indenture.

We have examined and are familiar with originals or certified copies,
or copies otherwise identified to our satisfaction, of such documents as we have
deemed necessary or appropriate for the purpose of this opinion. In giving this
opinion, we have relied upon the two opinions, each dated today and addressed to
the Trustee, of Chapman and Cutler, counsel for the Depositor, with respect to
the matters of law set forth therein.

Based upon the foregoing, we are of the opinion that:

<PAGE>

1. The Trust will not constitute an association taxable as a
cooperation under New York law, and accordingly will not be subject to the New
York State franchise tax or the New York City general corporation tax.

2. Under the income tax laws of the State and City of New York, the
income of the Trust will be considered the income of the holders of the Units.

We consent to the filing of this opinion as an exhibit to the
Registration Statement (No. 333-35307) filed with the Securities and Exchange
Commission with respect to the registration of the sale of the Units and to the
references to our name under the captions "Taxation" and "Legal Opinions" in
such Registration Statement and the preliminary prospectus included therein.

Very truly yours,

Carter, Ledyard & Milburn

Exhibit 3.2

CARTER, LEDYARD & MILBURN
2 WALL STREET
NEW YORK, NEW YORK 10005

September 18, 1997

The Chase Manhattan Bank,
as Trustee of
Delaware-Voyageur Unit Investment Trust,
Series 13
Four New York Plaza
New York, New York 10004-2413

Attn: Mr. Thomas Porrazzo
Vice President

Re: Delaware-Voyageur Unit Investment Trust,
Series 13, consisting of
Corporate High Yield Series 2

Dear Sirs:

We are acting as counsel for The Chase Manhattan Bank ("Chase") in
connection with the execution and delivery of a Standard Terms and Conditions of
Trust dated May 22, 1997 and a related Trust Agreement dated as of today
(collectively, the "Indenture"), between Delaware Management Company, Inc., as
Depositor (the "Depositor"), Muller Data Corporation, as Evaluator, and Chase,
as Trustee (the "Trustee"), establishing Delaware-Voyageur Unit Investment
Trust, Series 13, which consists of Corporate High Yield 2 (the "Trust"), and
the confirmation by Chase, as Trustee under the Indenture, that it has
registered on the registration books of the Trust the ownership by the Depositor
of a number of units constituting the entire interest in the respective Trust
(such aggregate units being herein called "Units"), each of which Units
represents an undivided interest in the Trust, which consists of
interest-bearing corporate debt obligations of domestic companies (including
confirmation of contracts for the purchase of certain obligations not yet
delivered and cash, cash equivalents or an irrevocable letter of credit in the
amount required for such purchase upon the receipt of such obligations), such
obligations being defined in the Indenture as Securities and referenced in the
schedules to the Indenture.

We have examined the Indenture, the Closing Memorandum delivered today
by the parties to the Indenture (the "Closing Memorandum"), and such other
documents as we have

<PAGE>

deemed necessary in order to render this opinion. Based on the foregoing, we are
of the opinion that:

1. Chase is a duly organized and existing corporation having the powers
of a trust company under the laws of the State of New York.

2. The Indenture has been duly executed and delivered by Chase and,
assuming due execution and delivery by the other parties thereto, constitutes
the valid and legally binding obligation of Chase.

3. Chase, as Trustee, has registered on the registration books of the
Trust the ownership of the Units by the Depositor. Upon receipt of confirmation
of the effectiveness of the registration statement for the sale of the Units
filed with the Securities and Exchange Commission under the Securities Act of
1933, the Trustee may cause the Units to be registered in such names as the
Depositor may request, to or upon the order of the Depositor, as provided in the
Closing Memorandum.

4. Chase, as Trustee, may lawfully advance amounts to the Ttrust and
may be reimbursed, without interest, for any such advances from funds in the
interest and capital accounts, as provided in the Indenture.

In rendering the foregoing opinion, we have not considered, among other
things, whether the Securities have been duly authorized and delivered.

Very truly yours,

Carter, Ledyard & Milburn

EXHIBIT 6(a)

INDEPENDENT AUDITORS CONSENT

We consent to the use of our report included herein and to the
references to our Firm under the heading "OTHER MATTERS -- Independent Auditors"
in the Prospectus.

KPMG PEAT MARWICK LLP

Minneapolis, Minnesota
September 18, 1997

Exhibit 6(b)

Muller Data Corporation
395 Hudson Street
New York, New York 10014-3622

September 18, 1997

Voyageur Fund Managers, Inc.,
One Commerce Square
Philadelphia, Pennsylvania 19103

Re: Delaware-Voyageur Unit Investment Trust, Series 13 (the "Fund")

Gentlemen:

We have examined the Registration Statement File No. 333-35307 for the
above captioned Fund.

We hereby acknowledge that Muller Data Corporation is currently acting
as the Evaluator for the Fund. We hereby consent to the use in the Registration
Statement of the reference to Muller Data Corporation as the Evaluator for the
above captioned Fund.

You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.

Sincerely,

Muller Data Corporation

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENT.
</LEGEND>
<CIK> 0001042760
<NAME> DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST, SERIES 13
<SERIES>
<NUMBER> 1
<NAME> CORPORATE HIGH YIELD, SERIES 2

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-18-1997
<PERIOD-END> SEP-18-1997
<INVESTMENTS-AT-COST> 4,022,813
<INVESTMENTS-AT-VALUE> 4,022,813
<RECEIVABLES> 52,293
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 24,367
<TOTAL-ASSETS> 4,099,473
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<SHARES-COMMON-STOCK> 417,954
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