DELAWARE GROUP UNIT INVESTMENT TRUST SERIES 17, 487, 1998-03-19

DELAWARE GROUP UNIT INVESTMENT TRUST SERIES 17
487, 1998-03-19

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 1998
REGISTRATION NO. 333-47857

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 INVESTMENTS UNIT INVESTMENT TRUST,
SERIES 17

B. NAME OF DEPOSITOR: DELAWARE INVESTMENT ADVISERS

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

DELAWARE INVESTMENT ADVISERS
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 Investment Advisers c/o Chapman and Cutler
One Commerce Square 111 West Monroe Street
Philadelphia, Pennsylvania 19103 Chicago, Illinois 60603

CALCULATION OF REGISTRATION FEE

Title and amount of Proposed maximum Amount of
securities being registered aggregate offering registration fee
price

<S> <C> <C>
Delaware Investments Unit Investment An indefinite number of Indefinite $0.00
Trust, Series 17 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
March 19, 1998 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 INVESTMENTS UNIT INVESTMENT TRUST, SERIES 17

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

CROSS-REFERENCE SHEET

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

Form N-8B-2 Form S-6
Item Number Heading in Prospectus

I. ORGANIZATION AND GENERAL INFORMATION

<S> <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 3

THE FUND. Delaware Investments Unit Investment Trust, Series 17 (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 3." 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 INVESTMENT ADVISERS
- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE 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 MARCH 19, 1998

<PAGE>

CORPORATE HIGH YIELD SERIES 3

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 MARCH 19, 1998

<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 INVESTMENTS UNIT INVESTMENT TRUST, SERIES 17

SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT: MARCH 19, 1998
MANAGING UNDERWRITER: COHIG & ASSOCIATES, INC.
SPONSOR: DELAWARE INVESTMENT ADVISERS
DISTRIBUTOR: DELAWARE DISTRIBUTORS, L.P.
EVALUATOR: MULLER DATA CORPORATION
TRUSTEE: THE CHASE MANHATTAN BANK

<TABLE>
<CAPTION>
CORPORATE
HIGH-YIELD
SERIES 3
-----------
<S> <C>
Principal Amount (Par Value) of Bonds ........................................ $ 3,925,000
Number of Units .............................................................. 412,251
Fractional Undivided Interest in the Trust per Unit .......................... 1/412,251
Principal Amount (Par Value) of Bonds per Unit (1) ........................... $ 9.521
Public Offering Price:
Aggregate Offering Price of Bonds in Portfolio .............................. $ 3,967,924
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) ............................................. $ 9.580
Sponsor's Initial Repurchase Price per Unit .................................. $ 9.625
Excess of Public Offering Price per Unit Over Redemption Price per Unit ...... $ 0.420
Excess of Distributor's Initial Repurchase Price per Unit Over
Redemption Price per Unit ................................................... $ 0.050
Minimum Value of the Trust under which Trust Agreement may be terminated ..... $ 1,570,000
Minimum Principal Distribution per Unit. ..................................... $ 0.010
First Settlement Date ......................................... March 24, 1998
Mandatory Termination Date ................................. December 31, 2009
Calculation of Estimated Net Annual Unit Income:
Estimated Annual Interest Income per Unit. .................................. $ 0.85559
Less: Estimated Annual Expense per Unit ..................................... $ 0.02340
-----------
Estimated Net Annual Interest Income per Unit ............................... $ 0.83219
Estimated Normal Monthly Distribution per Unit (5) ........................... $ 0.06935
Estimated Daily Rate of Net Interest Accrual per Unit ........................ $ 0.00231
Estimated Current Return Based on Public Offering Price (2)(5)(6) ............ 8.32%
Estimated Long-Term Return (2)(5)(6) ......................................... 8.12%
Initial Distribution (April 15, 1998) ........................................ $ 0.01849
Trustee's Initial Annual Fee per $1,000 Principal Amount of Bonds ............ $ 1.26
Evaluator's Fee per Evaluation ............................................... $ 8.00
Maximum Annual Supervisory Fee per Unit (7) .................................. $ 0.00300
Estimated Organizational and Offering Expenses per Unit (8) .................. $ 0.06918
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 Bonds 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 Bonds 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 Distributor's
Repurchase Price per Unit will be determined as described under the caption
"Public Offering."

(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 Supervisory Fee is payable to the Sponsor. In addition, the Sponsor
will be reimbursed by the Trust for bookkeeping and administrative expenses
currently at a maximum annual rate of $0.001 per Unit.

(8) 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.

<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 Investment
Advisers, 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 3 -- 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 3

GENERAL. Corporate High Yield Series 3 consists of thirteen domestic
Corporate Bonds. Eighty four percent of the principal amount of the Bonds in the
Trust were purchased at a premium over par value. All 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
---- --------------------
Commercial Aircraft ............. 8%
Wholesale Foods ................. 8%
Retail Drug Stores .............. 8%
Government Contracting .......... 8%
Consumer Durables ............... 15%
Health Care ..................... 8%
Shipping ........................ 15%
Consumer Non-Durables ........... 8%
Technology Services ............. 8%
Specialty Chemicals ............. 7%
Natural Resources ............... 7%

<PAGE>

REPORT OF INDEPENDENT AUDITORS

TO THE SPONSOR, TRUSTEE AND THE UNITHOLDERS OF DELAWARE INVESTMENTS UNIT
INVESTMENT TRUST, SERIES 17:

We have audited the accompanying statement of net assets, including the
schedule of investments, of Delaware Investments Unit Investment Trust, Series
17 (Corporate High Yield Series 3), as of the opening of business on March 19,
1998. The statement of net assets is the responsibility of the Trust's Sponsor.
Our responsibility is to express an opinion on the statement of net assets based
on our audit.

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 statement of net assets is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of net assets. Our
procedures included confirmation of the irrevocable letter of credit held by the
Trustee and deposited in the Trust on March 19, 1998. An audit also includes
assessing the accounting principles used and significant estimates made by the
Sponsor, as well as evaluating the overall presentation of the statement of net
assets. We believe our audit provides a reasonable basis for our opinion.

In our opinion, the statement of net assets referred to above presents
fairly, in all material respects, the financial position of Delaware Investments
Unit Investment Trust, Series 17 (Corporate High Yield Series 3), at the opening
of business on March 19, 1998, in conformity with generally accepted accounting
principles.

Ernst & Young LLP

Philadelphia, Pennsylvania
March 19, 1998

<PAGE>

DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 17
STATEMENT OF NET ASSETS

AS OF THE OPENING OF BUSINESS ON THE INITIAL
DATE OF DEPOSIT: MARCH 19, 1998

CORPORATE
HIGH YIELD
SERIES 3
-----------

Contracts to purchase securities (1) ........................ $3,967,924
Accrued interest on underlying securities (1)(2) ............ 59,457
Organizational and offering costs (3) ....................... 28,520
----------
Total Assets ................................................ $4,055,901
Less: distributions payable (2) ............................. 59,457
Less: accrued organizational and offering costs (3) ......... 28,520
----------
Net Assets .................................................. $3,967,924
==========
Net Assets Represented By:
Interest of Unitholders --
Units of fractional undivided interest
outstanding: (412,251 Units)
Cost to investors (4) ....................................... $4,122,510
Less: Gross underwriting commission (4) ..................... 154,586
----------
Net Assets (4) .............................................. $3,967,924
==========

- ------------------
(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 3 ......... $ 4,000,000 $3,925,000 $3,967,924 $55,606

</TABLE>

(2) The Trustee will advance the amount of accrued interest as of March 24,
1998 (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>

CORPORATE HIGH YIELD SERIES 3

SCHEDULE OF INVESTMENTS
AS OF THE OPENING OF BUSINESS ON THE INITIAL
DATE OF DEPOSIT: MARCH 19, 1998

<TABLE>
<CAPTION>
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) PROVISIONS (3) TO TRUST (4)
----------- ----------------------------------------------- ----------- ---------------- --------------
<S> <C> <C> <C> <C>
$ 300,000 BE Aerospace, Senior Subordinated Notes, B1/B 2003 @ 104 $ 300,000
8.00%, Due 03/01/2008

$ 300,000 Di Giorgio Corporation, Senior Notes, B3/B 2002 @ 105 300,582
10.00%, Due 06/15/2007

$ 300,000 Duane Reade, Inc., Senior Subordinated B3/B- 2003 @ 104.625 306,000
Notes, 9.25%, Due 02/15/2008

$ 300,000 DynCorp, Senior Subordinated Notes, 9.50%, B2/B 2002 @ 104.75 310,305
Due 03/01/2007

$ 300,000 Fisher Scientific International, Inc., Senior B3/B- 2003 @ 104.5 305,250
Subordinated Notes, 9.00%, Due 02/01/2008

$ 300,000 Furon, Senior Subordinated Notes, 8.125%, B1/B+ 2003 @ 104.063 304,500
Due 03/01/2008

$ 300,000 Galey & Lord, Inc., Senior Subordinated B3/B 2003 @ 104.563 304,500
Notes, 9.125%, Due 03/01/2008

$ 300,000 Huntsman Packaging Corporation, Senior B2/B 2002 @ 104.56 307,287
Subordinated Notes, 9.125%, Due 10/01/2007

$ 325,000 Hvide Marine Incorporated, Senior Notes, B1/BB 2003 @ 104.188 320,125
8.375%, Due 02/15/2008

$ 300,000 International Logistics Limited, Senior Notes, B1/B+ 2002 @ 104.875 303,000
9.75%, Due 10/15/2007

$ 300,000 Nebraska Book Company, Inc., Senior B3/B- 2003 @ 104.375 299,250
Subordinated Notes, 8.75%, Due 02/15/2008

$ 300,000 Oshkosh Truck Corporation, Senior B3/B 2003 @ 104.375 303,000
Subordinated Notes, 8.75%, Due 03/01/2008

$ 300,000 Wainoco Oil Corporation, Senior Notes, B1/B 2002 @ 104.563 304,125
9.125%, Due 02/15/2006

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

$3,925,000 $3,967,924
========== ==========

</TABLE>

For an explanation of the footnotes used on this page, see "Notes to Schedules
of Investments" on page 11.

<PAGE>

NOTES TO SCHEDULE OF INVESTMENTS

AS OF THE OPENING OF BUSINESS ON THE
INITIAL DATE OF DEPOSIT: MARCH 19, 1998

1. Certain Bonds are represented by "regular way" 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 March 16,
1998. These Bonds have an expected settlement date on March 20, 1998 (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. Redemption pursuant to call
provisions generally will 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 3 ......... $3,970,188 $ (2,264) $352,719 $3,948,299

</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 .50%.

<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 Investment Advisers, which acts as
Sponsor, will receive a fee for providing portfolio supervision services in
amounts set forth under "Summary of Essential Financial Information." Such
charges will be payable in monthly installments based on the number of Units
outstanding on the first day of each month of each year. The Sponsor will also
be reimbursed for bookkeeping and administrative services in amounts as set
forth under "Summary of Essential Information." With respect to the fees payable
to the Sponsor for providing portfolio supervision and bookkeeping and other
administrative services to the Trust, such individual fees may exceed the actual
costs of providing such services for the Trust, but at no time will the total
amount paid to the Sponsor for providing such services rendered to all unit
investment trusts sponsored by Delaware Investment Advisers 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 and the Underwriters may realize profits (or the Sponsor may realize
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

<PAGE>

certificates), federal and state registration fees, the initial fees and
expenses of the Trustee, legal and 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

<PAGE>

Unitholder's pro rata share 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 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 the Unitholder. 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. The Taxpayer Relief
Act of 1997 (the "1997 ACT") provides that for taxpayers other than
corporations, net capital gain (which is defined as net long-term capital gain
over net short-term capital loss for the taxable year) is subject to a maximum
marginal stated tax rate of either 28% or 20%, depending upon the holding
periods of the capital assets. Capital gain or loss is long-term if the holding
period for the asset is more than one year, and is short-term if the holding
period for the asset is one year or less. The date on which a Unit is acquired
(i.e., the "trade date") is excluded for purposes for determining the holding
period of the Unit. Generally, capital gains realized from assets held for more
than one year but not more than 18 months are taxed at a maximum marginal stated
tax rate of 28% and

<PAGE>

capital gains realized from assets (with certain exclusions) held for more than
18 months are taxed at a maximum marginal stated tax rate of 20% (10% in the
case of certain taxpayers in the lowest tax bracket). Further, capital gains
realized from assets held for one year or less are taxed at the same rates as
ordinary income. Legislation is currently pending that provides the appropriate
methodology that should be applied in netting the realized capital gains and
losses. Such legislation is proposed to be effective retroactively for tax years
ending May 6, 1997. In addition, it should be noted that various 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
taxes.

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 certain provisions of the Code eliminate 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.

<PAGE>

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.

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.

<PAGE>

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 Distributor 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
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, 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

<PAGE>

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 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
Distributor'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 Distributor prior to the
date of settlement for the purchase of Units may be used in the Distributor's
business and may be deemed to be a benefit to the Distributor, 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

<PAGE>

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 for purchases made
from the Distributor, 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 Distributor 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 Distributor 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, the Distributor nor their affiliates 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 Distributor or
the Managing Underwriter will also realize

<PAGE>

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.

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

<PAGE>

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). 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 in shares of any mutual fund in the Delaware
Investments Mutual Funds 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 should obtain a prospectus for the
respective Reinvestment Fund by writing to Delaware Distributors, L.P. at 1818
Market Street, Philadelphia, Pennsylvania 19103 or by phone at 800-362-7500.

After becoming a participant in a reinvestment plan, 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 end of a "business day" as defined in the Reinvestment
Fund's prospectus.

<PAGE>

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

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,

<PAGE>

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 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.

<PAGE>

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 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.

<PAGE>

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 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 Distributor, 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 Distributor 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

<PAGE>

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.

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 Investment Advisers 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 Delaware
Management Holdings, Inc. ("DMH"). Affiliates of DMH serve as adviser,
distributor and transfer agent for the Delaware Investments Mutual Funds.

As of February 28, 1998, affiliates of DMH, including the Sponsor, had
assets under management of approximately $43 billion in mutual fund and
institutional accounts, and served as investment adviser to over 100 mutual fund
portfolios. The principal business address for the Sponsor is One Commerce
Square, Philadelphia, Pennsylvania 19103; the principal business address for the
Distributor 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

<PAGE>

appointment of a successor. Notice of such resignation or removal and
appointment shall be mailed by the Trustee to each Unitholder.

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 Distributor.

<TABLE>
<CAPTION>
CORPORATE
HIGH YIELD
NAME ADDRESS SERIES 3
---------------------------------- ------------------------------ ----------
<S> <C> <C>
MANAGING UNDERWRITER
Cohig & Associates, Inc. 6300 South Syracuse Way 25,000
Suite 430
Englewood, CO 80274

UNDERWRITERS
Delaware Distributors, L.P. 1818 Market Street 332,251
Philadelphia, PA 19103

Advest, Inc. 90 State House Square 10,000
UIT Dept. - 6th Floor
Hartford, CT 06103

Dougherty/Summit Securities, LLC 90 South 7th Street, 44th Floor 25,000
Minneapolis, MN 55402

Fahnestock, Inc. 125 Broad Street, 15th Floor 10,000
New York, NY 10005

PrimeVest Financial Services, Inc. 400 First Street South 10,000
St. Cloud, MN 56301
-------
412,251
=======
</TABLE>

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 Distributor 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.

<PAGE>

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, including the schedule
of investments, as of the opening of business on the Initial Date of Deposit,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report appearing
elsewhere herein and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

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.

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

<PAGE>

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 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.

<PAGE>

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 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.

<PAGE>

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
REPORT OF INDEPENDENT AUDITORS ......... 8
STATEMENT OF NET ASSETS ................ 9
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 .......................... 34
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-F117 3/98

P R O S P E C T U S

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

March 19, 1998

DELAWARE INVESTMENTS
UNIT INVESTMENT TRUST,
SERIES 17
CORPORATE HIGH YIELD
SERIES 3

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

DELAWARE INVESTMENT ADVISERS
ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103

PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE.

<PAGE>

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

TABLE OF CONTENTS

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

P R O S P E C T U S

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

March 19, 1998

DELAWARE INVESTMENTS
UNIT INVESTMENT TRUST,
SERIES 17
CORPORATE HIGH YIELD
SERIES 3

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

COHIG & ASSOCIATES, INC.
6300 SOUTH SYRACUSE WAY, SUITE 430
ENGLEWOOD, CO 80111

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 Investments Unit
Investment Trust, Series 17.

1.3 Copy of Deed of Business Trust and Certificate of Trust for Delaware
Management Business Trust.

1.4 Copy of Declaration of Series of Delaware Management Business Trust.

1.5 By-Laws of Delaware Management Business Trust.

3.1 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.

3.2 Opinion of counsel as to Federal income tax status of the securities
being registered.

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

3.4 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 Ernst & Young LLP.

<PAGE>

SIGNATURES

The Registrant, Delaware Investments Unit Investment Trust, Series 17,
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 Investments Unit Investment Trust, Series 17, 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 19th day of March, 1998.

DELAWARE INVESTMENTS UNIT
INVESTMENT TRUST, SERIES 17
(Registrant)

By: Delaware Investments Advisers
(Depositor), a series of Delaware
Management Business Trust

By: Wayne A. Stork
-----------------------------------------
Chairman of the Board of Trustees of
Delaware Management Business Trust;
Chief Executive Officer and Chief
Investment Officer of Delaware Investment
Advisers

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 March 19, 1998.

<PAGE>

SIGNATURE TITLE

WAYNE A. STORK
- ---------------------------- Chairman of the Board of Trustees of
Wayne A. Stork Delaware Management Business Trust; Chief
Executive Officer and Chief Investment
Officer of Delaware Investment Advisers

DAVID K. DOWNES
- ---------------------------- Trustee of Delaware Management Business
David K. Downes Trust; Executive Vice President, Chief
Operating Officer, Chief Financial Officer
and Treasurer of Delaware Investment Advisers

GEORGE M. CHAMBERLAIN, JR.
- ---------------------------- Trustee of Delaware Management Business
George M. Chamberlain, Jr. Trust; Senior Vice President, Secretary and
General Counsel of Delaware Investment
Advisers

JOHN B. FIELDS
- ---------------------------- Trustee of Delaware Management Business
John B. Fields Trust; Vice President/Senior Portfolio
Manager of Delaware Investment Advisers

RICHARD G. UNRUH
- ---------------------------- Trustee of Delaware Management Business
Richard G. Unruh Trusts; President of Delaware Investment
Advisers

<PAGE>

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

EXHIBIT 99

MEMORANDUM OF CHANGES

DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 17

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 March 19, 1998, 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.

Exhibit 1.2

DELAWARE INVESTMENTS UNIT INVESTMENT TRUST
SERIES 17
TRUST AGREEMENT

Dated: March 19, 1998

This Trust Agreement between Delaware Investment Advisers, 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 Investments Advisers.

<PAGE>

IN WITNESS WHEREOF, Delaware Investment Advisers has caused this Trust
Agreement to be executed by its Assistant Vice President and Assistant
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 INVESTMENT ADVISERS,
Depositor

By:
Assistant Vice President and Assistant Secretary

MULLER DATA CORPORATION, Evaluator

By:

THE CHASE MANHATTAN BANK, Trustee

By:

<PAGE>

SCHEDULE A TO TRUST AGREEMENT

SECURITIES INITIALLY DEPOSITED
IN
DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 17

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

EXHIBIT 1.3

DELAWARE MANAGEMENT BUSINESS TRUST

DEED OF BUSINESS TRUST

THIS DEED OF BUSINESS TRUST is made as of this 16th day of
September, 1996, among each of the following individuals, as Trustees, located
at the address set forth opposite their respective names, for the purpose of
forming a Delaware business trust in accordance with the provisions hereinafter
set forth:

Name Address
---- -------

David K. Downes 8 Clayton Place
Newtown Square, PA 19073

George M. Chamberlain, Jr. 4 Orchard View Drive
Chadds Ford, PA 19317

John B. Fields 908 Stuart Road
Wilmington, DE 19807

(such persons and all additional or successor trustees are herein referred to as
the "Trustees", or each individually a "Trustee").

NOW, THEREFORE, the Trustees hereby direct that a Certificate of
Trust be filed with the Office of the Secretary of State of the State of
Delaware and do hereby declare that the Trustees will hold IN TRUST all cash,
securities and other assets which the Trust now possesses or may hereafter
acquire from time to time in any manner and manage and dispose of the same upon
the following terms and conditions for the pro rata benefit of the beneficial
interests in this Trust as hereinafter provided.

1. Classification of Organization. The undersigned Trustees hereby
establish and create the Delaware business trust described herein. This Deed of
Business Trust is intended to create a business trust under the laws of the
State of Delaware and not a partnership. This Trust shall exist subject to the
provisions of the Delaware Business Trust Act, as amended (the "Act") and shall
also be subject to the provisions of Chapter 95 of Title 15 of Pennsylvania
Consolidated Statutes, 15 P.C.S.A. Section 9501 et seq., as a qualified foreign
business trust under the laws of the Commonwealth of Pennsylvania.

2. Name of Trust. The business trust created hereunder shall be
called Delaware Management Business Trust (the "Trust").

3. Division of Beneficial Interest. The beneficial interest in the
Trust shall at all times be divided into an unlimited number of Shares, with a
par value of $ .01 per Share.

<PAGE>

The Trustees may authorize the division of Shares into separate Series and the
division of Series into separate classes of Shares. The different Series shall
be established and designated, and the variations in the relative rights and
preferences as between the different Series shall be fixed and determined, by
the Trustees.

4. Establishment and Designation of Shares. The establishment and
designation of each Series of Shares shall be effective upon the execution by a
majority of the Trustees, of a Declaration of Series which sets forth such
establishment and designation and the relative rights and preferences of such
Series. Each such Declaration of Series shall be incorporated herein by
reference (and shall be deemed a part of this Declaration of Trust) upon
execution. Any inconsistencies or conflict between the terms of any such
Declaration of Series and this Deed of Business Trust shall be resolved in favor
of such Declaration of Series.

Shares of each Series established pursuant to this Section 4, unless
otherwise provided in the Declaration of Series establishing such Series, shall
have the following relative rights and preferences:

a. Assets Held with Respect to a Particular Series. All
consideration received by the Trust for the issue or sale of Shares of a Series,
including dividends and distributions paid by, and reinvested in, such Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably be held with respect to that Series for all purposes, subject only
to the rights of creditors, and shall be so recorded upon the books of account
of the Trust. Such consideration, assets, income, earnings, profits and proceeds
thereof, from whatever source derived, including, without limitation, any
proceeds derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds, in whatever
form the same may be, are herein referred to as "assets held with respect to"
that Series. In the event that there are any assets, income, earnings, profits
and proceeds thereof, funds or payments which are not readily identifiable as
assets held with respect to any particular Series (collectively "General
Assets"), the Trustees shall allocate such General Assets to, between or among
any one or more of the Series in such manner and on such basis as the Trustees,
in their sole discretion, deem fair and equitable, and any General Asset so
allocated to a particular Series shall be held with respect to that Series.

<PAGE>

Each such allocation by the Trustees shall be conclusive and binding upon the
Holders of all Series for all purposes in absence of manifest error.

b. Liabilities Held with Respect to a Particular Series. The assets
of the Trust held with respect to each Series shall be charged with the
liabilities of the Trust with respect to such Series and all expenses, costs,
charges and reserves attributable to such Series, and any general liabilities of
the Trust which are not readily identifiable as being held in respect of a
Series shall be allocated and charged by the Trustees to and among any one or
more Series in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. The liabilities, expenses, costs, charges,
and reserves so charged to a Series are herein referred to as "liabilities held
with respect to" that Series. Each allocation of liabilities, expenses, costs,
charges and reserves by the Trustees shall be conclusive and binding upon the
holders of all Series for all purposes in absence of manifest error. All Persons
who have extended credit which has been allocated to a particular Series, or who
have a claim or contract which has been allocated to a Series, shall look
exclusively to the assets held with respect to such Series for payment of such
credit, claim, or contract. In the absence of an express agreement so limiting
the claims of such creditors, claimants and contracting parties, each creditor,
claimant and contracting party shall be deemed nevertheless to have agreed to
such limitation unless an express provision to the contrary has been
incorporated in the written contract or other document establishing the
contractual relationship.

c. Dividends, Distributions, Redemptions, and Repurchases. No
dividend or distribution including, without limitation, any distribution paid
upon termination of the Trust or of any Series with respect to, or any
redemption or repurchase of, the Shares of any Series shall be effected by the
Trust other than from the assets held with respect to such Series, nor shall any
Holder of any Series otherwise have any right or claim against the assets held
with respect to any other Series except to the extent that such Holder has such
a right or claim hereunder as a Holder of such other Series. The Trustees shall
have full discretion to determine which items shall be treated as income and
which items as capital; and each such determination and allocation shall be
conclusive and binding upon the Holders in absence of manifest error.

d. Voting. All Shares of the Trust entitled to vote on a matter
shall vote without differentiation between the separate Series on a
one-vote-per-Share basis; provided however, if a matter to be voted on affects
only the interests of not all Series, then only the Holders of such affected
Series shall be entitled to vote on the matter.

<PAGE>

e. Equality. All the Shares of each Series shall represent an equal
proportionate undivided interest in the assets held with respect to such Series
(subject to the liabilities of such Series and such rights and preferences as
may have been established and designated with respect to classes of Shares
within such Series), and each Share of a Series shall be equal to each other
Share of such Series.

f. Combination of Series. The Trustees shall have the authority,
without the approval of the Holders of any Series unless otherwise required by
applicable law, to combine the assets and liabilities held with respect to any
two or more Series into assets and liabilities held with respect to a single
Series.

g. Elimination of Series. At any time that there are no Shares
outstanding of a Series, the Trustees may abolish such Series.

5. Appointment of Trustees.

a. The Trustees shall be elected in the manner prescribed in the
By-Laws of the Trust. The Board of Trustees shall consist of a minimum of three
(3) and a maximum of twelve (12) members.

b. David K. Downes, George M. Chamberlain and John B. Fields are
hereby appointed as the initial Trustees of the Trust under this instrument. In
the event of the death, incapacity, resignation or removal of any Trustee, the
vacancy shall be filled in the manner prescribed by the By-Laws of the Trust.
Except as otherwise expressly indicated, each substitute or successor Trustee
shall have all the powers and immunities given to the initial Trustees.

6. Removal of Trustees; Resignation. The Trustees or any individual
Trustee may be removed from office without assigning any cause by the vote of
Shareholders entitled to cast at least a majority of the votes which all
Shareholders are entitled to cast or by the vote of the remaining Trustees
entitled to cast at least a majority of the votes which all Trustees are
entitled to cast. In case the Trustees or any one or more Trustees be so
removed, new Trustees may be elected at the same meeting. Any Trustee may resign
as such upon written notice to the Chairman of the Board.

7. Termination. The Trust shall have perpetual existence, except
that the Trust may be terminated at any time by a vote of the Shareholders
entitled to vote pursuant to this Deed of Business Trust. Upon termination of
the Trust:

<PAGE>

(1) The Trust shall carry on no business except for purposes of
winding up its affairs;

(2) The Trustees shall proceed to wind up the affairs of the
Trust and all of the powers of the Trustees under this Deed of Business Trust
shall continue until the affairs of the Trust shall have been wound up,
including the power to fulfill or discharge the contracts of the Trust, collect
its assets, sell, convey, assign, exchange, transfer, or otherwise dispose of
all or any part of the remaining Trust Property to one or more persons at public
or private sale for consideration which may consist, in whole or in part, of
securities or other property of any kind, and to discharge or pay its
liabilities, and do all other acts appropriate to liquidate its business; and

(3) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities, and refunding
agreements as they deem necessary for their protection, the Trustees shall
distribute the remaining Trust Property, in cash or in kind, among the
Shareholders pro rata according to the number of Shares held by each.

After termination of the Trust and distribution to the
Shareholders as herein provided, the Trustees shall execute and hold in the
records of the Trust an instrument in writing setting forth the fact of such
termination. The Trustees shall thereupon be discharged from all further
liabilities and duties hereunder and the rights and interests of the
Shareholders hereunder shall thereupon cease.

8. Counterparts. This Deed of Business Trust may be executed in one
or more counterparts, all of which taken together shall constitute one and the
same instrument.

9. Amendment. This Deed of Business Trust may be amended in any
particular by the vote or consent of the Shareholders entitled to cast at least
a majority of the votes which all Shareholders are entitled to cast or by the
vote or consent of the Trustees entitled to cast at least a majority of the
votes which all Trustees are entitled to cast.

10. Governing Law. The validity, interpretation and effect of this
Deed of Business Trust shall be governed exclusively by the substantive laws of
the State of Delaware, without regard to laws or principles relating to
conflicts of laws. If any provision of this deed of Business Trust is illegal,
invalid or against public policy, the remainder of this Deed of Business Trust
shall not be effected thereby and shall be enforceable without regard to such
illegal, invalid or unenforceable provisions.

<PAGE>

11. Controlling Document. In the event of any inconsistency between
this Deed of Business Trust and the By-Laws of the Trust, this Deed of Business
Trust shall control.

TRUSTEES:

----------------------------------------
David K. Downes

----------------------------------------
George M. Chamberlain, Jr.

----------------------------------------
John B. Fields

<PAGE>

CERTIFICATE OF TRUST
OF
DELAWARE MANAGEMENT BUSINESS TRUST

a Delaware Business Trust

THIS CERTIFICATE OF TRUST of DELAWARE MANAGEMENT BUSINESS TRUST (the
"Trust"), dated as of this 13th day of September, 1996, is being duly executed
and filed, in order to form a business trust pursuant to the Delaware Business
Trust Act (the "Act"), Del. Code Ann. tit. 12, sections 3801-3819.

1. NAME. The name of the business trust formed hereby is "DELAWARE
MANAGEMENT BUSINESS TRUST."

2. TRUSTEE IN STATE. The name of one Trustee of the Trust who is a
resident of the State of Delaware is John B. Fields.

3. LIMITATION OF LIABILITY. Pursuant to section 3804(a) of the Act,
the debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular series of the Trust, established
pursuant to the terms of the Deed of Business Trust of the Trust, shall be
enforceable against the assets of such series only, and not against the assets
of the Trust generally.

IN WITNESS WHEREOF, the Trustees named below do hereby execute this
Certificate of Trust as of the date first-above written.

----------------------------------------
David K. Downes

----------------------------------------
George M. Chamberlain, Jr.

----------------------------------------
John B. Fields

EXHIBIT 1.4

2/27/98

DECLARATION OF SERIES
OF
DELAWARE MANAGEMENT BUSINESS TRUST

A DELAWARE BUSINESS TRUST

DELAWARE INVESTMENT ADVISERS SERIES

THIS DECLARATION OF SERIES is made as of this 16th day of September,
1996, by the following individuals, as Trustees of Delaware Management Business
Trust, a Delaware Business Trust (the "Trust"), for the purpose of establishing
a separate series of shares of the Trust, to be known as the Delaware Investment
Advisers Series, in accordance with the provisions hereinafter set forth:

David K. Downes
George M. Chamberlain, Jr.
John B. Fields

(such persons and all additional or successor trustees are herein referred to as
the "Trustees", or each individually a "Trustee").

NOW, THEREFORE, the Trustees hereby establish, pursuant to Section 4
of the Deed of Business Trust of the Trust (the "Deed"), the Delaware Investment
Advisers Series (the "DIA Series") of shares of beneficial interest of the
Trust, which Series shall consist of an unlimited number of Shares, and the
rights and preferences of such Series shall be as hereinafter provided.

1. Activities.

(a) The nature of the business or purpose of the DIA Series is,
among other things, to serve as investment manager to retirement plan funds and
other institutional accounts. In the name of the DIA Series, the Trustees may
perform all acts they consider necessary in furtherance of the above including,
but not limited to, those set forth in Section 5 hereof.

(b) The principal executive office of the DIA Series shall be
located at 1818 Market Street, Philadelphia, Pennsylvania 19103 unless and until
it is changed by the Trustees.

2. Property of DIA Series. The Trustees shall hold all property
hereafter acquired on behalf of the DIA Series and all income and profits
(collectively the "DIA Series Property"), in trust, and shall manage,
administer, collect, and dispose of the DIA Series Property for the benefit of
persons who acquire shares of the DIA Series.

<PAGE>

3. Shares of Beneficial Interest.

(a) The equitable ownership and beneficial interest in the DIA
Series shall be divided into an unlimited number of shares having a par value of
$.01 per share ("DIA Shares"), of which one (1) DIA Share shall be immediately
issued to Delawre Management Company, Inc..

(b) The DIA Shares shall be personal property and shall confer
upon the holders thereof only the interest and rights specifically set forth in
the Deed and this Declaration of Series.

(c) The Trustees on behalf of the Trust may issue, sell,
exchange, redeem or acquire DIA Shares for such sums or other consideration as
they deem proper. All DIA Shares when issued shall be fully paid and
nonassessable by or on behalf of the Trust. DIA Shares acquired by the Trust
shall no longer be deemed outstanding and shall have no voting or other rights
unless and until reissued.

(d) The Trustees shall issue certificates ("DIA Share
Certificates") to Delaware Management Company, Inc. and other purchasers of DIA
Shares in such form as the Trustees deem proper, evidencing such beneficial
interest. The holders of DIA Share Certificates shall be beneficiaries of the
Trust ("DIA Shareholders") to the extent provided in the Deed and in this
Declaration of Series, and shall be bound by the provisions of the Deed, this
Declaration of Series and the By-Laws of the Trust ("By-Laws"), as any of them
are amended from time to time. The DIA Shares shall be freely transferable.

(e) The Trustees shall cause to be maintained records containing
the names and addresses of the DIA Shareholders, the number of DIA Shares held
by each and the numbers of the certificates representing the DIA Shares, and in
which there shall be recorded all transfers of DIA Shares. The persons in whose
names certificates are registered on the records of the Trust shall be deemed
the absolute owners of the DIA Shares represented thereby for all purposes of
this Trust. Until a transfer is duly registered on the official records of the
Trust, the Trustees shall not be affected by any notice of such transfer, either
actual or constructive. The payment of any distribution to the person in whose
name any DIA Shares are registered on the official records of the Trust, or to
the duly authorized agent of such person, shall be a sufficient discharge for
all such distributions payable or deliverable in respect of such DIA Shares.

<PAGE>

4. Rights of DIA Shareholders.

(a) Except as otherwise provided in this Section 4, Section 4(d)
of the Deed or the By-Laws of the Trust and by law, the holders of DIA Shares
shall have one vote per share on all matters properly placed before the
shareholders of the Trust for their vote.

(b) Any Trustee of the Trust may also be a Shareholder and may
acquire, hold, and dispose of DIA Share Certificates to the same extent and in
the same manner as if he were not a Trustee and without affecting in any way his
status or power as such. No DIA Shareholder shall have the right to ask for
partition or an accounting of the DIA Series Property during the continuance of
this Trust. No DIA Series Shareholder shall have any interest in or title to any
portion of the DIA Series Property or any rights to manage or control the
property, affairs, or business of the DIA Series, or any power to control
Trustees in such respects, except for the right to elect or remove Trustees as
provided in the Deed or the By-Laws.

(c) Upon the termination of the DIA Series, as provided for in
Section 9, the then DIA Shareholders shall participate in the distribution of
all assets belonging to the DIA Series, subject to its liabilities, and such
assets shall be distributed pro rata to each DIA Shareholder according to the
number of DIA Shares held by each.

5. Powers of Trustees.

(d) The Trustees shall have the power and authority to manage
the DIA Series Property and to conduct the business of the DIA Series, to the
same extent as if the Trustees were the owners of such property and business,
except as otherwise limited in the Deed, this Declaration of Series and the
By-Laws. The concurrence of a majority of the Trustees shall be necessary to the
validity of any action taken by them. The Trustees shall have authority to
delegate their powers over the day-to-day management of the DIA Series to such
Officers, agents and/or employees as the Trustees shall deem appropriate. Unless
otherwise set forth in writing by the Trustees, the signature of no more than
one Trustee or Officer (as the Trustees may appoint from time to time) shall be
sufficient to bind the DIA Series. Except as otherwise limited by the Deed, this
Declaration of Series and the By-Laws, the Trustees' powers shall include, but
shall not be limited to or by, the following:

(i) to purchase, lease or otherwise acquire real or personal
property, and to sell, exchange, transfer, convey, mortgage, grant a security
interest in, pledge, lease or in any manner deal with the DIA Series Property or
any part

<PAGE>

thereof or any interest therein, upon such terms and for such consideration as
they deem proper;

(ii) on behalf of the DIA Series to incur indebtedness,
borrow or lend money with or without security, execute, accept, discount,
negotiate, and deal in commercial paper and evidences of indebtedness, and
execute any written instruments and to guarantee the indebtedness of others;

(iii) to take, receive, invest or disburse the receipts,
earnings, rents, profits or returns from the DIA Series Property;

(iv) to prosecute and defend all actions affecting the DIA
Series and/or the DIA Series Property, and to compromise or settle any suits,
claims, or demands, or waive or release any rights relating to the DIA Series
and/or the DIA Series Property;

(v) to employ Officers (whether as Chief Executive Officer,
President, Vice President, Treasurer, Secretary, or any other appropriate title
and any assistants thereto as may be authorized in the By-Laws), agents,
attorneys, independent contractors and employees of the DIA Series and to
establish the compensation therefor;

(vi) to declare and pay such dividends and/or distributions
from the DIA Series Property at such times as they, in their discretion, deem
proper and advisable;

(vii) to enter into such contracts, agreements or
understandings, written or oral on behalf of the DIA Series, as they shall deem
appropriate in the exercise of their powers hereunder;

(viii) to do any lawful act in relation to the DIA Series or
the DIA Series Property that any individual owning the same absolutely might do;

(ix) to adopt, amend, repeal and enforce such By-Laws, not
inconsistent with the Deed or this Declaration of Series, as they may from time
to time deem proper; and

(x) to enter into any merger, consolidation, division or
other fundamental transaction with any other business trust, corporation or
partnership as permitted under the Act.

(e) A Trustee may also serve as a salaried Officer of the DIA
Series, and no Officer shall be prevented from receiving a salary or other
compensation as an Officer by reason of the fact that the Officer is also a
Trustee of the Trust.

<PAGE>

(f) The Trustees may adopt By-Laws containing provisions
relating to the governance of the DIA Series and the administration of its
affairs, including its rights and powers and the rights and powers of its
Shareholders, Officers and representatives, not inconsistent with law, the Deed
or this Declaration of Series. The Trustees may amend the By-Laws subject always
to the power of the Shareholders to change such action by the Trustees.

6. Indemnification.

(a) The DIA Series shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a representative of the
DIA Series, or is or was serving at the request of the DIA Series as a Trustee,
Director, Officer or other representative of a domestic or foreign corporation
for profit or not-for-profit, partnership, joint venture, other trust or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the DIA
Series and, with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in, or not opposed to, the best interests of the DIA Series and, with respect
to any criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.

(b) The DIA Series shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the DIA Series to procure a
judgment in its favor by reason of the fact that he is or was a Trustee or an
Officer of the DIA Series, or is or was serving at the request of the DIA Series
as a Trustee, Director, Officer or other representative of a corporation,
partnership, joint venture, other trust or other enterprise against expenses,
including attorneys fees actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit, if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Trust. No such indemnification against expenses shall be made,
however, in respect of any claim, issue or matter as to which such person shall
have been adjudged to be

<PAGE>

liable for negligence or misconduct in the performance of his duty to the DIA
Series unless and only to the extent that the court in which such action or suit
was brought shall determine upon application that despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
or another court shall deem proper.

(c) Any indemnification under this Section 6 shall be made by
the DIA Series when ordered by a court or upon a determination that
indemnification of the representative is proper in the circumstances because he
has met the applicable standard of conduct set forth in this Section 6. Such
determination shall be made:

(i) by the Board of Trustees by a majority vote of a quorum
consisting of Trustees who were not parties to the action or proceeding; or

(ii) if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested Trustees so directs, by independent legal
counsel in a written opinion; or

(iii) by the DIA Shareholders.

(d) Expenses defending a civil or criminal action, suit or
proceeding of the kind described in subsections (a) and (b) above shall be paid
by the Trust in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the representative
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Trust.

(e) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Declaration of Series shall not be deemed exclusive
of any other rights to which a person seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of DIA Shareholders or
disinterested Trustees or otherwise, both as to action in his official capacity
and as to action in another capacity while holding that office. The DIA Series
may create a fund of any nature, which may, but need not be, under the control
of a Trustee, or otherwise secure or insure in any manner its indemnification
obligations, whether arising under or pursuant to this Section 6 or otherwise.

(f) Indemnification pursuant to subsection (e) above under any
by-law, agreement, vote of DIA Shareholders or Trustees or otherwise, may be
granted for any action taken or any failure to take any action and may be made
whether or not the Trust would have the power to indemnify the person under any

<PAGE>

other provision of law except as provided in this Section 6 and whether or not
the indemnified liability arises or arose from any threatened, pending or
completed action by or in the right of the DIA Series.

(g) Indemnification pursuant to this Section 6 shall not be made
in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.

(h) The right of indemnification shall inure whether or not the
claim asserted is based on matters which antedate the organization of the Trust.
Such right of indemnification shall continue as to a person who has ceased to be
a Trustee, Officer, employee or agent and shall inure to the benefit of the
heirs and personal representatives of such person.

(i) The DIA Series shall also indemnify any person against
expenses, including attorneys' fees, actually and reasonably incurred by such
person in successfully enforcing any right to indemnification under this Section
6, the Act, or any similar law adopted in lieu thereof.

(j) Any person who shall serve as a Trustee or an Officer of the
DIA Series or any person who shall serve, at the request of the DIA Series, as a
Trustee, Director, Officer, employee, agent or fiduciary of a partnership, joint
venture, other trust, corporation, pension plan, profit sharing plan, employee
benefit plan or other enterprise of any nature whatsoever shall be deemed to do
so with knowledge of and in reliance upon the rights of indemnification provided
in this Section 6, the Act and any similar law adopted in lieu thereof.

(k) The DIA Series shall have power to purchase and maintain
insurance on behalf of any person who is or was a Trustee or an Officer,
employee or agent of the DIA Series, or is or was serving at the request of the
DIA Series, as a Trustee, Director, Officer, employee, agent or fiduciary of a
partnership, joint venture, other trust, corporation, pension plan, profit
sharing plan, employee benefit plan or other enterprise of any nature whatsoever
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the DIA Series
would have the power to indemnify him against such liability.

7. DIA Shareholders' Liability.

(a) The DIA Shareholders shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General

<PAGE>

Corporation Law of the State of Delaware, as amended from time to time ("DGCL").

8. Trustees' and DIA Officers' Liability.

(a) No Trustee shall be personally liable to the DIA Series, to
the DIA Shareholders or to any third person for monetary damages for any action
taken, or failure to take any action, unless the action or failure to take
action constitutes self-dealing, willful misconduct or recklessness. The
Trustees shall not be liable for errors of judgment either in holding DIA Series
Property originally conveyed to them or in acquiring and afterwards holding
additional DIA Series Property, nor for any loss arising out of any investment,
nor for any act, or omission to act, performed or omitted by them, in the
execution of this Trust in good faith; nor shall they or any of them, be liable
for the acts or omissions of each other, or of any Officer, employee or agent
appointed by or acting for them, and they shall not be obliged to give any bond
to secure the due performance of their obligations as Trustee by them.

(b) Notwithstanding any other provision of this Declaration of
Series, the duties and liabilities of the Trustees and the Officers of the DIA
Series shall in no event be greater than the duties and liabilities of directors
and officers of a private corporation for profit organized under the DGCL.

9. Termination. The DIA Series shall have perpetual existence,
except that the DIA Series may be terminated at any time by a vote of the DIA
Shareholders entitled to vote pursuant to the Deed, this Declaration of Series
and the By-Laws. Upon termination of the DIA Series:

(1) The DIA Series shall carry on no business except for
purposes of winding up its affairs;

(2) The Trustees shall proceed to wind up the affairs of the DIA
Series and all of the powers of the Trustees under this Declaration of Series
shall continue until the affairs of the DIA Series shall have been wound up,
including the power to fulfill or discharge the contracts of the DIA Series,
collect its assets, sell, convey, assign, exchange, transfer, or otherwise
dispose of all or any part of the remaining DIA Series Property to one or more
persons at public or private sale for consideration which may consist, in whole
or in part, of securities or other property of any kind, and to discharge or pay
its liabilities, and do all other acts appropriate to liquidate its business;
and

(3) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases,

<PAGE>

indemnities, and refunding agreements as they deem necessary for their
protection, the Trustees shall distribute the remaining DIA Series Property, in
cash or in kind, among the DIA Shareholders pro rata according to the number of
DIA Shares held by each.

After termination of the Trust and distribution to the DIA
Shareholders as herein provided, the Trustees shall execute and hold in the
records of the DIA Series an instrument in writing setting forth the fact of
such termination. The Trustees shall thereupon be discharged from all further
liabilities and duties hereunder and the rights and interests of the DIA
Shareholders hereunder shall thereupon cease.

10. Amendment. This Declaration of Series may be amended in any
particular by the vote or consent of the DIA Shareholders entitled to cast at
least a majority of the votes which all DIA Shareholders are entitled to cast or
by the vote or consent of the Trustees entitled to cast at least a majority of
the votes which all Trustees are entitled to cast.

11. Governing Law. The validity, interpretation and effect of this
Declaration of Series shall be governed exclusively by the substantive laws of
the State of Delaware, without regard to laws or principles relating to
conflicts of laws. If any provision of this Declaration of Series is illegal,
invalid or against public policy, the remainder of this Declaration of Series
shall not be effected thereby and shall be enforceable without regard to such
illegal invalid or unenforceable provisions.

12. Controlling Document. In the event of any inconsistency between
this Declaration of Series and the By-Laws of the Trust, this Declaration of
Series shall control.

13. Counterparts. This Declaration of Series may be executed in one
or more counterparts, all of which taken together shall constitute one and the
same instrument.

IN WITNESS WHEREOF, the undersigned parties intending to be legally
bound have signed and sealed this instrument on the day and year first above
written.

TRUSTEES:

----------------------------------------
David K. Downes

----------------------------------------
George M. Chamberlain, Jr.

----------------------------------------
John B. Fields

EXHIBIT 1.5

BY-LAWS

FOR THE REGULATION, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR
THE DEED OF BUSINESS TRUST OF

DELAWARE MANAGEMENT BUSINESS TRUST

A DELAWARE BUSINESS TRUST

<PAGE>

TABLE OF CONTENTS

BY-LAWS
DELAWARE MANAGEMENT BUSINESS TRUST

Page
----

ARTICLE I......................................................................1
1. PRINCIPAL OFFICE......................................................1
2. DELAWARE OFFICE.......................................................1
3. OTHER OFFICES.........................................................1

ARTICLE II.....................................................................1
1. PLACE OF MEETINGS.....................................................1
2. CALL OF MEETING.......................................................1
3. NOTICE OF SHAREHOLDERS' MEETING.......................................1
4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE..........................2
5. ADJOURNED MEETING; NOTICE.............................................2
6. VOTING................................................................2
7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS....................3
8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING...............3
9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS........4
10. PROXIES...............................................................4

ARTICLE III....................................................................5
1. POWERS................................................................5
2. NUMBER OF TRUSTEES....................................................5
3. VACANCIES.............................................................5
4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE...........................5
5. REGULAR MEETINGS......................................................5
6. SPECIAL MEETINGS......................................................6
7. QUORUM................................................................6
8. WAIVER OF NOTICE......................................................6
9. ADJOURNMENT...........................................................6
10. NOTICE OF ADJOURNMENT.................................................7
11. ACTION WITHOUT A MEETING..............................................7
12. FEES AND COMPENSATION OF TRUSTEES.....................................7

ARTICLE IV.....................................................................7
1. COMMITTEES OF TRUSTEES................................................7
2. MEETINGS AND ACTION OF COMMITTEES.....................................7

<PAGE>

Page
----

ARTICLE V......................................................................8
1. CHAIRMAN OF THE BOARD.................................................8
2. OTHER OFFICERS........................................................8
3. ELECTION OF OFFICERS..................................................8
4. SUBORDINATE OFFICERS..................................................8
5. REMOVAL AND RESIGNATION OF OFFICERS...................................8
6. VACANCIES IN OFFICES..................................................9
7. CHIEF EXECUTIVE OFFICER...............................................9
8. PRESIDENT.............................................................9
9. VICE PRESIDENTS.......................................................9
10. SECRETARY............................................................10
11. TREASURER............................................................10

ARTICLE VI....................................................................11
1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.........................11
2. MAINTENANCE AND INSPECTION OF BY-LAWS................................11
3. MAINTENANCE AND INSPECTION OF OTHER RECORDS..........................11
4. INSPECTION BY TRUSTEES...............................................11
5. FINANCIAL STATEMENTS.................................................11

ARTICLE VII...................................................................12
1. TRANSFERABILITY OF INTERESTS.........................................12
2. REGULATIONS..........................................................12

ARTICLE VIII..................................................................12
1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS.............................12
2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED..............................12
3. CERTIFICATES FOR SHARES..............................................13
4. LOST CERTIFICATES....................................................13
5. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST.............13
6. FISCAL YEAR..........................................................14

ARTICLE IX....................................................................14
1. AMENDMENT BY SHAREHOLDERS............................................14
2. AMENDMENT BY TRUSTEES................................................14
3. INCORPORATION BY REFERENCE INTO DEED OF BUSINESS TRUST OF THE
TRUST..............................................................14

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BY-LAWS

DELAWARE MANAGEMENT BUSINESS TRUST
A Delaware Business Trust

ARTICLE I
OFFICES

Section 1. PRINCIPAL OFFICE. The Board of Trustees shall fix and,
from time to time, may change the location of the principal executive office of
Delaware Management Business Trust (the "Trust") at any place within or outside
the State of Delaware.

Section 2. DELAWARE OFFICE. The Board of Trustees shall establish a
registered office in the State of Delaware and shall appoint as the Trust's
registered agent for service of process in the State of Delaware an individual
resident of the State of Delaware or a Delaware corporation or a foreign
corporation authorized to transact business in the State of Delaware; in each
case the business office of such registered agent for service of process shall
be identical with the registered Delaware office of the Trust.

Section 3. OTHER OFFICES. The Board of Trustees may at any time
establish subordinate offices at any place or places where the Trust intends to
do business.

ARTICLE II
MEETINGS OF SHAREHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of Shareholders shall be held
at any place designated by the Board of Trustees or the Chief Executive Officer.
In the absence of any such designation, Shareholders' meetings shall be held at
the principal executive office of the Trust.

Section 2. CALL OF MEETING. A meeting of the Shareholders may be
called at any time by the Board of Trustees or by the Chief Executive Officer.

Section 3. NOTICE OF SHAREHOLDERS' MEETING. All notices of meetings
of Shareholders shall be sent or otherwise given in accordance with Section 4 of
this Article II not less than ten (10) nor more than sixty (60) days before the
date of the meeting. The notice shall specify (i) the place, date and hour of
the meeting, and (ii) the general nature of the business to be transacted.

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Section 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of
any meeting of Shareholders shall be given either personally or by first-class
mail, express mail, facsimile, electronic mail or telegraphic or other written
communication, charges prepaid, addressed to the Shareholder at the address of
that Shareholder appearing on the books of the Trust or its transfer agent or
given by the Shareholder to the Trust for the purpose of notice. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by facsimile, electronic mail or telegram or other means of
written communication.

If any notice addressed to a Shareholder at the address of that
Shareholder appearing on the books of the Trust is returned to the Trust by the
United States Postal Service marked to indicate that the Postal Service is
unable to deliver the notice to the Shareholder at that address, all future
notices or reports shall be deemed to have been duly given without further
mailing if these shall be available to the Shareholder on written demand of the
Shareholder at the principal executive office of the Trust for a period of one
year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of
any Shareholder's meeting shall be executed by the Secretary, Assistant
Secretary or any transfer agent of the Trust giving the notice and shall be
filed and maintained in the minute book of the Trust.

Section 5. ADJOURNED MEETING; NOTICE. Any Shareholder's meeting,
whether or not a quorum is present, may be adjourned from time to time by the
vote of the majority of the shares represented at that meeting, either in person
or by proxy.

When any meeting of the Shareholders is adjourned to another time or
place, notice need not be given of the adjourned meeting at which the
adjournment is taken, unless a new record date of the adjourned meeting is fixed
or unless the adjournment is for more than sixty (60) days from the date set for
the original meeting, in which case the Board of Trustees shall set a new record
date. Notice of any such adjourned meeting shall be given to each Shareholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 3 and 4 of this Article II. At any adjourned meeting, the
Trust may transact any business which might have been transacted at the original
meeting.

Section 6. VOTING. The Shareholders entitled to vote at any meeting
of Shareholders shall be determined in accordance

<PAGE>

with the provisions of the Deed of Business Trust of the Trust, as in effect at
such time. The Shareholders' vote may be by voice vote or by ballot, provided,
however, that any election for Trustees must be by ballot if demanded by any
Shareholder before the voting has begun. On any matter other than elections of
Trustees, any Shareholder may vote part of the shares in favor of the proposal
and refrain from voting the remaining shares or vote them against the proposal,
but if the Shareholder fails to specify the number of shares which the
Shareholder is voting affirmatively, it will be conclusively presumed that the
Shareholder's approving vote is with respect to the total shares that the
Shareholder is entitled to vote on such proposal.

Section 7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. The
transactions of the meeting of Shareholders, however called and noticed and
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice if a quorum be present either in person or by proxy and
if either before or after the meeting, each person entitled to vote who was not
present in person or by proxy signs a written waiver of notice or a consent to a
holding of the meeting or an approval of the minutes. The waiver of notice or
consent need not specify either the business to be transacted or the purpose of
any meeting of Shareholders.

Attendance by a person at a meeting shall also constitute a waiver
of notice of that meeting, except when the person objects at the beginning of
the meeting to the transaction of any business because the meeting is not
lawfully called or convened and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters not included in
the notice of the meeting if that objection is expressly made at the beginning
of the meeting.

Section 8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any action which may be taken at any meeting of Shareholders may be taken
without a meeting and without prior notice if a consent in writing setting forth
the action so taken is signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take that action at a meeting at which all shares entitled to vote on that
action were present and voted. All such consents shall be filed with the
Secretary of the Trust and shall be maintained in the Trust's records. Any
Shareholder giving a written consent or the Shareholder's proxy holders or a
transferee of the shares or a personal representative of the Shareholder or
their respective proxy holders may revoke the consent by a writing received by
the Secretary of the Trust before written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary.

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If the consents of all Shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
Shareholders shall not have been received, the Secretary shall give prompt
notice of the action approved by the Shareholders without a meeting. This notice
shall be given in the manner specified in Section 4 of this Article II. In the
case of approval of (i) contracts or transactions in which a Trustee has a
direct or indirect financial interest, (ii) indemnification of agents of the
Trust, and (iii) a reorganization of the Trust, the notice shall be given at
least ten (10) days before the consummation of any action authorized by that
approval.

Section 9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING
CONSENTS. For purposes of determining the Shareholders entitled to notice of any
meeting or to vote or entitled to give consent to action without a meeting, the
Board of Trustees may fix in advance a record date which shall not be more than
ninety (90) days nor less than seven (7) days before the date of any such
meeting.

If the Board of Trustees does not so fix a record date:

(a) The record date for determining Shareholders entitled to
notice of or to vote at a meeting of Shareholders shall be at
the close of business on the business day next preceding the
day on which notice is given or if notice is waived, at the
close of business on the business day next preceding the day
on which the meeting is held.

(b) The record date for determining Shareholders entitled to give
consent to action in writing without a meeting, (i) when no
prior action by the Board of Trustees has been taken, shall be
the day on which the first written consent is given, or (ii)
when prior action of the Board of Trustees has been taken,
shall be at the close of business on the day on which the
Board of Trustees adopt the resolution relating to that action
or the seventy-fifth day before the date of such other action,
whichever is later.

Section 10. PROXIES. Every person entitled to vote for Trustees or
on any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the Secretary of the Trust. A proxy shall be deemed signed if the Shareholder's
name is placed on the proxy (whether by manual signature, typewriting,

<PAGE>

telegraphic transmission or otherwise) by the Shareholder or the Shareholder's
attorney-in-fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) revoked by the
person executing it before the vote pursuant to that proxy by a writing
delivered to the Trust stating that the proxy is revoked or by a subsequent
proxy executed by or attendance at the meeting and voting in person by the
person executing that proxy; or (ii) written notice of the death or incapacity
of the maker of that proxy is received by the Trust before the vote pursuant to
that proxy is counted; provided however, that no proxy shall be valid after the
expiration of eleven (11) months from the date of the proxy unless otherwise
provided in the proxy.

ARTICLE III
TRUSTEES

Section 1. POWERS. Subject to the applicable provisions of the Deed
of Business Trust of the Trust, any Declaration of Series of the Trust and these
By-Laws relating to action required to be approved by the Shareholders or by the
outstanding shares, the business and affairs of the Trust shall be managed and
all powers shall be exercised by or under the direction of the Board of
Trustees.

Section 2. NUMBER OF TRUSTEES. The exact number of Trustees within
the limits specified in the Deed of Business Trust of the Trust shall be fixed
from time to time by a written instrument signed or a resolution approved at a
duly constituted meeting by a majority of the Board of Trustees or a majority of
the Shareholders. No decrease in the number of Trustees may shorten the term of
an incumbent Trustee.

Section 3. VACANCIES. Vacancies on the Board of Trustees may be
filled by a majority of the remaining Trustees, though less than a quorum, or by
a sole remaining Trustee, unless the Board of Trustees calls a meeting of
Shareholders for the purposes of electing Trustees.

Section 4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings
of the Board of Trustees may be held at any place that has been designated from
time to time by resolution of the Board. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the Trust.
Any meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all Trustees participating in the meeting
can hear one another and all such Trustees shall be deemed to be present in
person at the meeting.

<PAGE>

Section 5. REGULAR MEETINGS. Regular meetings of the Board of
Trustees shall be held without call at such time as shall from time to time be
fixed by the Board of Trustees. Such regular meetings may be held without
notice.

Section 6. SPECIAL MEETINGS. Special meetings of the Board of
Trustees for any purpose or purposes may be called at any time by the Chief
Executive Officer or, upon the written request of a majority of the Trustees, by
the Secretary.

Notice of the time and place of special meetings shall be delivered
personally or by telephone to each Trustee or sent by first-class mail or by
first class mail, express mail, facsimile, electronic mail or telegraphic or
other written communication, charges prepaid, addressed to each Trustee at that
Trustee's address as it is shown on the records of the Trust provided, however,
that if less than seventy-two (72) hours notice is given it may not be by first
class mail. In all cases, notice shall be given at least twenty-four (24) hours
before the time of the holding of the meeting. Any oral notice given personally
or by telephone may be communicated either to the Trustee or to a person at the
office of the Trustee who the person giving the notice has reason to believe
will promptly communicate it to the Trustee. The notice need not specify the
purpose of the meeting or the place if the meeting is to be held at the
principal executive office of the Trust.

Section 7. QUORUM. A majority of the authorized number of Trustees
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 10 of this Article III. Every act or decision done or made
by a majority of the Trustees present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Trustees, subject to the
provisions of the Deed of Business Trust of the Trust. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of Trustees if any action taken is approved by at least a
majority of the required quorum for that meeting.

Section 8. WAIVER OF NOTICE. Notice of any meeting need not be given
to any Trustee who either before or after the meeting signs a written waiver of
notice, a consent to holding the meeting, or an approval of the minutes. The
waiver of notice or consent need not specify the purpose of the meeting. All
such waivers, consents, and approvals shall be filed with the records of the
Trust or made a part of the minutes of the meeting. Notice of a meeting shall
also be deemed given to any Trustee who attends the meeting without protesting
before or at its commencement the lack of notice to that Trustee.

<PAGE>

Section 9. ADJOURNMENT. A majority of the Trustees present, whether
or not constituting a quorum, may adjourn any meeting to another time and place.

Section 10. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given unless the meeting is adjourned
for more than forty-eight (48) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting in the manner specified
in Section 7 of this Article III to the Trustees who were present at the time of
the adjournment.

Section 11. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board of Trustees may be taken without a meeting if
a majority of the members of the Board of Trustees shall individually or
collectively consent in writing to that action. Such action by written consent
shall have the same force and effect as a majority vote of the Board of
Trustees. Such written consent or consents shall be filed with the minutes of
the proceedings of the Board of Trustees.

Section 12. FEES AND COMPENSATION OF TRUSTEES. Trustees and members
of committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Board of Trustees. This Section 12 shall not be construed to preclude any
Trustee from serving the Trust in any other capacity as an officer, agent,
employee, or otherwise and receiving compensation for those services.

ARTICLE IV
COMMITTEES

Section 1. COMMITTEES OF TRUSTEES. The Board of Trustees may by
resolution adopted by a majority of the authorized number of Trustees designate
one or more committees, each consisting of two (2) or more Trustees, to serve at
the pleasure of the Board. The Board may designate one or more Trustees as
alternate members of any committee who may replace any absent member at any
meeting of the committee. Any committee to the extent provided in the resolution
of the Board, shall have the authority of the Board, except with respect to the
approval of any action which under applicable law also requires Shareholders'
approval or requires approval by a majority of the entire Board or certain
members of said Board.

Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by and held

<PAGE>

and taken in accordance with the provisions of Article III of these By-Laws,
with such changes in the context thereof as are necessary to substitute the
committee and its members for the Board of Trustees and its members, except that
the time of regular meetings of committees may be determined either by
resolution of the Board of Trustees or by resolution of the committee. Special
meetings of committees may also be called by resolution of the Board of
Trustees. Alternate members shall be given notice of meetings of committees and
shall have the right to attend all meetings of committees. The Board of Trustees
may adopt rules for the governance of any committee not inconsistent with the
provisions of these By-Laws.

ARTICLE V
OFFICERS

Section 1. CHAIRMAN OF THE BOARD. The Trustees shall elect a
Chairman of the Board of Trustees. The Chairman of the Board shall, if present,
preside at meetings of the Board of Trustees and Shareholders and shall, subject
to the control of the Board of Trustees, have general supervision, direction and
control of the business and the officers of the Trust and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
Board of Trustees or prescribed by the By-Laws.

Section 2. OTHER OFFICERS. Each Series of the Trust designated by
the Trustees shall have its own officers, consisting of a Chief Executive
Officer, a President, a Secretary, and a Treasurer. Each such Series may also
have, at the discretion of the Board of Trustees, one or more Vice Presidents
(any of whom may be designated as Executive Vice Presidents or otherwise), one
or more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 2 of
this Article V. Any number of offices may be held by the same person.

Section 3. ELECTION OF OFFICERS. The officers of the Board of
Trustees and of each Series, except such officers as may be appointed in
accordance with the provisions of Section 2 or Section 4 of this Article V,
shall be chosen by the Board of Trustees, and each shall serve at the pleasure
of the Board of Trustees, subject to the rights, if any, of an officer under any
contract of employment.

Section 4. SUBORDINATE OFFICERS. The Board of Trustees may appoint
and may empower the President of each Series to appoint such other officers as
the business of such Series may require, each of whom shall hold office for such
period, have

<PAGE>

such authority and perform such duties as are provided in these By-Laws or as
the Board of Trustees may from time to time determine.

Section 5. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
rights, if any, of an officer under any contract of employment, any officer may
be removed, either with or without cause, by the Board of Trustees at any
regular or special meeting of the Board of Trustees or by such officer upon whom
such power of removal may be conferred by the Board of Trustees.

Any officer may resign at any time by giving written notice to the
Trustees. Any resignation shall take effect at the date of the receipt of that
notice or at any later time specified in that notice; and unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Series under any contract to which the officer is a
party.

Section 6. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or other cause shall be filled in
the manner prescribed in these By-Laws for regular appointment to that office.
The Chief Executive Officer of a Series may make temporary appointments to a
vacant office pending action by the Board of Trustees.

Section 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of
each Series shall, subject to the control of the Board of Trustees, have general
supervision, direction and control of the business and the officers of such
Series. He shall have such other powers and duties as may be prescribed by the
Board of Trustees or these By-Laws.

Section 8. PRESIDENT. The President of each Series, who may also be
the Chief Executive Officer of such Series, shall have such powers and duties as
may be prescribed by the Board of Trustees or the Chairman of the Board and not
specifically reserved to Chief Executive Officer. In the event of the absence,
resignation, disability or death of the Chief Executive Officer of such Series,
the President shall exercise all powers and duties of the Chief Executive
Officer until his return, or until such disability shall have been removed or
until new such officers shall have been elected.

Section 9. VICE PRESIDENTS. In the absence or disability of the
President of any Series, the Vice Presidents of such Series, if any, in order of
their rank as fixed by the Board of Trustees or if not ranked, the Executive
Vice President (who shall be considered first ranked) and such other Vice
Presidents

<PAGE>

as shall be designated by the Board of Trustees, shall perform all the duties of
the President of such Series and when so acting shall have all powers of and be
subject to all the restrictions upon the President of such Series. The Vice
Presidents of such Series shall have such other powers and perform such other
duties as from time to time may be prescribed for them respectively by the Board
of Trustees, the Chief Executive Officer of such Series, the President of such
Series, the Chairman of the Board of Trustees or by these By-Laws.

Section 10. SECRETARY. The Secretary of each Series shall keep or
cause to be kept at the principal executive office of such Series or such other
place as the Board of Trustees may direct a book of minutes of all meetings and
actions of the Trustees and committees of Trustees affecting such Series and of
the Shareholders of such Series with the time and place of holding, whether
regular or special, and if special, how authorized, the notice given, the names
of those present at Trustees' meetings or committee meetings, the number of
shares present or represented at Shareholders' meetings, and the proceedings.

The Secretary shall keep or cause to be kept at the principal
executive office of the Series or at the office of the Trust's transfer agent or
registrar, a share register or a duplicate share register showing the names of
all Shareholders of such Series and their addresses, the number and classes of
shares held by each, the number and date of certificates issued for the same and
the number and date of cancellation of every certificate surrendered for
cancellation.

The Secretary shall give or cause to be given notice of all meetings
of the Shareholders of such Series required to be given by these By-Laws or by
applicable law and shall have such other powers and perform such other duties as
may be prescribed by the Board of Trustees or by these By-Laws.

Section 11. TREASURER. The Treasurer of each Series shall keep and
maintain or cause to be kept and maintained adequate and correct books and
records of accounts of the properties and business transactions of each Series,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares. The books of account shall at all
reasonable times be open to inspection by any Trustee.

The Treasurer shall deposit all monies and other valuables in the
name and to the credit of each Series with such depositories as may be
designated by the Board of Trustees. He shall disburse the funds of such Series
as may be ordered by the

<PAGE>

Board of Trustees, shall render to the Chairman of the Board, the Chief
Executive Officer of such Series, the President of such Series and the Trustees,
whenever they request it, an account of all of his transactions as Treasurer and
of the financial condition of such Series and shall have other powers and
perform such other duties as may be prescribed by the Board of Trustees or these
By-Laws.

ARTICLE VI
RECORDS AND REPORTS

Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. This Trust
shall keep at its principal executive office or at the office of its transfer
agent or registrar, if either be appointed and as determined by resolution of
the Board of Trustees, a record of its Shareholders, giving the names and
addresses of all Shareholders and the number and Series of shares held by each
Shareholder.

Section 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The Trust shall
keep at its principal executive office the original or a copy of these By-Laws
as amended to date, which shall be open to inspection by the Shareholders at all
reasonable times during office hours.

Section 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The
accounting books and records and minutes of proceedings of the Shareholders and
the Board of Trustees and any committee or committees of the Board of Trustees
shall be kept at such place or places designated by the Board of Trustees or in
the absence of such designation, at the principal executive office of the Trust.
The minutes shall be kept in written form and the accounting books and records
shall be kept either in written form or in any other form capable of being
converted into written form. The minutes and accounting books and records shall
be open to inspection upon the written demand of any Shareholder or holder of a
voting trust certificate at any reasonable time during usual business hours for
a purpose reasonably related to the holder's interests as a Shareholder or as
the holder of a voting trust certificate. The inspection may be made in person
or by an agent or attorney and shall include the right to copy and make
extracts.

Section 4. INSPECTION BY TRUSTEES. Every Trustee shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the Trust. This
inspection by a Trustee may be made in person or by an agent or attorney and the
right of

<PAGE>

inspection includes the right to copy and make extracts of documents.

Section 5. FINANCIAL STATEMENTS. A copy of any financial statements
and any income statement of the Trust or of any Series of the Trust for each
quarterly period of each fiscal year and accompanying balance sheet of the Trust
as of the end of each such period that has been prepared by the Trust shall be
kept on file in the principal executive office of the Trust or such Series, as
applicable, for at least twelve (12) months and each such statement shall be
exhibited at all reasonable times to any Shareholder demanding an examination of
any such statement or a copy shall be mailed to any such Shareholder.

The quarterly income statements and balance sheets referred to in
this section shall be accompanied by the report, if any, of any independent
accountants engaged by the Trust or any Series or the certificate of an
authorized officer of the Trust of such Series that the financial statements
were prepared without audit from the books and records of the Trust or such
Series, as applicable.

ARTICLE VII
TRANSFERABILITY OF INTERESTS

Section 1. TRANSFERABILITY OF INTERESTS. Shares of beneficial
interest in the Trust shall be freely transferable. Transfers of such shares
shall be registered on the books of the Trust maintained for that purpose after
due presentation of share certificates therefor appropriately endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer. Except as otherwise provided by law, the Trust shall be entitled to
recognize the exclusive right of a person in whose name shares of beneficial
interest stand on the record of Shareholders as the owner of such interests for
all purposes, including, without limitation, the rights to receive
distributions, and to vote as such owner, and the Trust shall not be bound to
recognize any equitable or legal claim to or interest in any such shares on the
part of any other person.

Section 2. REGULATIONS. The Trustees may make such additional rules
and regulations, not inconsistent with these By-Laws, as they may deem expedient
concerning the transfer of shares of beneficial interest of the Trust.

ARTICLE VIII
GENERAL MATTERS

<PAGE>

Section 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Trust shall be signed or
endorsed in such manner and by such person or persons as shall be designated
from time to time in accordance with the resolution of the Board of Trustees.

Section 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of
Trustees, except as otherwise provided in these By-Laws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Trust and this authority may be
general or confined to specific instances; and unless so authorized or ratified
by the Board of Trustees or within the agency power of an officer, no officer,
agent, or employee shall have any power or authority to bind the Trust by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or for any amount.

Section 3. CERTIFICATES FOR SHARES. A certificate or certificates
for shares of beneficial interest in any Series of the Trust may be issued to a
Shareholder upon his request when such shares are fully paid. All certificates
shall be signed in the name of the Trust by the Chairman of the Board, the Chief
Executive Officer, the President or any Vice President and by the Treasurer or
an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying
the number of shares owned by the Shareholders. Any or all of the signatures on
the certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be that officer, transfer agent, or registrar
before that certificate is issued, it may be issued by the Trust with the same
effect as if that person were an officer, transfer agent or registrar at the
date of issue. Notwithstanding the foregoing, the Trust may adopt and use a
system of issuance, recordation and transfer of its shares by electronic or
other means.

Section 4. LOST CERTIFICATES. Except as provided in this Section 4,
no new certificates for shares shall be issued to replace an old certificate
unless the latter is surrendered to the Trust and canceled at the same time. The
Board of Trustees may in case any share certificate or certificate for any other
security is lost, stolen, or destroyed, authorize the issuance of a replacement
certificate on such terms and conditions as the Board of Trustees may require,
including a provision for indemnification of the Trust secured by a bond or
other adequate security sufficient to protect the Trust against any claim that
may be made against it, including any expense or liability on

<PAGE>

account of the alleged loss, theft, or destruction of the certificate or the
issuance of the replacement certificate.

Section 5. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST.
The Chairman of the Board or the Chief Executive Officer, the President or any
Vice President of any Series or any other person authorized by resolution of the
Board of Trustees or by any of the foregoing designated officers, is authorized
to vote or represent on behalf of the Trust any and all shares of any
corporation, partnership, trusts, or other entities, foreign or domestic,
standing in the name of the Trust. The authority granted may be exercised in
person or by a proxy duly executed by such designated person.

Section 6. FISCAL YEAR. The fiscal year of each Series of the Trust
shall be fixed and refixed or changed from time to time by resolution of the
Trustees.

ARTICLE IX
AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS. These By-Laws may be amended
or repealed by the affirmative vote or written consent of Shareholders entitled
to cast at least a majority of the votes which all Shareholders are entitled to
cast, except as otherwise provided by applicable law or by the Deed of Business
Trust of the Trust, any Declaration of Series or these By-Laws.

Section 2. AMENDMENT BY TRUSTEES. Subject to the right of
Shareholders as provided in Section 1 of this Article to adopt, amend or repeal
By-Laws, and except as otherwise provided by applicable law or by the Deed of
Business Trust of the Trust or any Declaration of Series or these By-Laws, may
be adopted, amended, or repealed by the Board of Trustees.

Section 3. INCORPORATION BY REFERENCE INTO DEED OF BUSINESS TRUST OF
THE TRUST. These By-Laws and any amendments thereto shall be incorporated by
reference into the Deed of Business Trust of the Trust and any Declaration of
Series.

EXHIBIT 3.1

March 19, 1998

Delaware Investment Advisers
One Commerce Square
Philadelphia, Pennsylvania 19103

Re: Delaware Investments Unit Investment Trust, Series 17

Ladies/Gentlemen:

We have served as special counsel for Delaware Investment Advisers, as
Sponsor and Depositor (the "DEPOSITOR") of Delaware Investments Unit Investment
Trust, Series 17 (the "FUND"), in connection with the preparation, execution and
delivery of a Trust Agreement dated March 19, 1998 between Delaware Investment
Advisers, 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. 333-47857) 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/erg

EXHIBIT 3.2

CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603

March 19, 1998

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

Delaware Investment Advisers
One Commerce Square
Philadelphia, Pennsylvania 19103

Re: Delaware Investments Unit Investment Trust, Series 17

Gentlemen:

We have acted as counsel for Delaware Investment Advisers, as Sponsor
and Depositor of Delaware Investments Unit Investment Trust, Series 17 (the
"Trust"), in connection with the issuance of Units of fractional undivided
interest in the Trust, under a Trust Agreement dated March 19, 1998 (the
"Indenture") between Delaware Investment Advisers, 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 "Bonds") 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, 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,

<PAGE>

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 Bond 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 Bond 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 Bonds 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 Bond
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 a Bond 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 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 Bonds
delivered after the date the Unitholders pay for their Units to the
extent 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

<PAGE>

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 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 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
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.

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 Bonds. Special rules apply if the purchase price of a Bond 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 his pro rata portion of a Bond 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.

<PAGE>

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.

A Unitholder will recognize taxable gain (or loss) when all or part of
the pro rata interest in a Bond 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.

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.

<PAGE>

The Taxpayer Relief Act of 1997 (the "1997 ACT") provides that for
taxpayers other than corporations, net capital gain (which is defined as net
long-term capital gain over net short-term capital loss for the taxable year) is
subject to a maximum marginal stated tax rate of either 28% or 20%, depending
upon the holding periods of the capital assets. Capital gain or loss is
long-term if the holding period for the asset is more than one year, and is
short-term if the holding period for the asset is one year or less. The date on
which a Unit is acquired (i.e., the "trade date") is excluded for purposes for
determining the holding period of the Unit. Generally, capital gains realized
from assets held for more than one year but not more than 18 months are taxed at
a maximum marginal stated tax rate of 28% and capital gains realized from assets
(with certain exclusions) held for more than 18 months are taxed at a maximum
marginal stated tax rate of 20% (10% in the case of certain taxpayers in the
lowest tax bracket). Further, capital gains realized from assets held for one
year or less are taxed at the same rates as ordinary income. Legislation is
currently pending that provides the appropriate methodology that should be
applied in netting the realized capital gains and losses. Such legislation is
proposed to be effective retroactively for tax years ending after May 6, 1997.
In addition, it should be noted that various 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.

The 1997 Act includes other provisions that treat certain other
transactions designed to reduce or eliminate risk of loss and opportunities for
gain (e.g., short sales, offsetting notional principal contracts, futures or
forward contracts or similar transactions) as constructive sales for purposes of
recognition of gain (but not loss) and for purposes of determining the holding
period. Unitholders should consult their own tax advisers with regard to any
such constructive sales rules. In addition, it should be noted that capital
gains may be recharacterized 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 Bond is
issued after July 18, 1984, (which is the case for each Bond 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 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;

<PAGE>

(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.

It should be noted that certain provisions of the Code eliminate 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/erg

Exhibit 3.3

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

March 19, 1998

The Chase Manhattan Bank,
as Trustee of
Delaware Investments Unit Investment Trust,
Series 17
Four New York Plaza
New York, New York 10004-2413

Attn: Mr. Thomas Porrazzo
Vice President

Re: Delaware Investments Unit Investment Trust,
Series 17, consisting of
Corporate High Yield Series 3

Dear Sirs:

We are acting as special counsel with respect to New York tax matters
for Delaware Investments Unit Investment Trust, Series 17, which consists of
Corporate High Yield Series 3 (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 Investments Advisers, 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. 333-47857) 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 3.4

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

March 19, 1998

The Chase Manhattan Bank,
as Trustee of
Delaware Investments Unit Investment Trust,
Series 17
Four New York Plaza
New York, New York 10004-2413

Attn: Mr. Thomas Porrazzo
Vice President

Re: Delaware Investments Unit Investment Trust,
Series 17, consisting of
Corporate High Yield Series 3

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 Investment Advisers, as
Depositor (the "Depositor"), Muller Data Corporation, as Evaluator, and Chase,
as Trustee (the "Trustee"), establishing Delaware Investments Unit Investment
Trust, Series 17, which consists of Corporate High Yield Series 3 (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 Trust 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)

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Independent
Auditors" and to the use of our report dated March 19, 1998 in this Amendment
No. 1 to the Registration Statement (Form S-6 No. 333-47857) and related
Prospectus of Delaware Investments Unit Investment Trust, Series 17 dated March
19, 1998.

ERNST & YOUNG LLP

Philadelphia, Pennsylvania
March 19, 1998

Exhibit 6(b)
Muller Data Corporation
395 Hudson Street
New York, New York 10014-3622

March 19, 1998

Delaware Investment Advisers
One Commerce Square
Philadelphia, Pennsylvania 19103

Re: Delaware Investments Unit Investment Trust, Series 17 (the
"Fund")

Gentlemen:

We have examined the Registration Statement File No. 333-47857 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> 0001054025
<NAME> DELAWARE INVESTMENTS UNIT INVESTMENT TRUST, SERIES 17
<SERIES>
<NUMBER> 1
<NAME> CORPORATE HIGH YIELD, SERIES 3

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> MAR-19-1998
<PERIOD-END> MAR-19-1998
<INVESTMENTS-AT-COST> 3,967,924
<INVESTMENTS-AT-VALUE> 3,967,924
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 87,977
<TOTAL-ASSETS> 4,055,901
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 87,977
<TOTAL-LIABILITIES> 87,977
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,967,924
<SHARES-COMMON-STOCK> 412,251
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
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<NET-ASSETS> 3,967,924
<DIVIDEND-INCOME> 0
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<NET-INVESTMENT-INCOME> 0
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<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>