U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Delaware Group Tax-Free Fund, Inc.
2005 Market Street
Philadelphia, PA 19103
2. Name of each series or class of funds for which this notice
is filed:
Tax-Free Fund USA A Class
Tax-Free Fund USA B Class
Tax-Free Fund USA C Class
Tax-Free Fund Insured A Class
Tax-Free Fund Insured B Class
Tax-Free Fund Insured C Class
Tax-Free Fund USA Intermediate A Class
Tax-Free Fund USA Intermediate B Class
Tax-Free Fund USA Intermediate C Class
3. Investment Company Act File Number: 811-3850
Securities Act File Number: 2-86606
4. Last day of fiscal year for which this notice is filed:
08/31/96
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration: []
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable: N/A
7. Number and amount of the same class or series which had
been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year: N/A
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: N/A
9. Number and aggregate sale price of securities sold during the
fiscal year: $93,707,212
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: $93,707,212
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $30,847,800
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from item 10):
$ 93,707,212
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 30,555,012
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 135,958,152
--------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing
fees pursuant to rule 24e-2(if applicable):
+ N/A
--------------
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii), plus line (iv)]
(if applicable): N/A
--------------
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation:
x 1/29 of 1%
--------------
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ - 0 -
==============
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: N/A
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By: /S/ROSEMARY E. MILNER Date: 10/29/96
------------------------ --------
Rosemary E. Milner
Vice President
------------------------
Direct Dial: (215) 564-8074
October 28, 1996
Delaware Group Tax-Free Fund, Inc.
One Commerce Square
Philadelphia, Pa. 19103
Gentlemen:
You have informed us that, in accordance with
Rule 24f-2 under the Investment Company Act of l940, as amended
(the "l940 Act"), Delaware Group Tax-Free Fund, Inc. (the
"Company"), a Maryland corporation, intends to file a Rule 24f-2
Notice with the United States Securities and Exchange Commission.
The Notice will recite that pursuant to the Rule the Fund, during
the fiscal year beginning September l, l995 and ending August 3l,
l996, the Company sold shares of common stock of the Tax-Free USA
Fund, of the Tax-Free Insured Fund, and of the Tax-Free USA
Intermediate Fund, comprised in each case of an A, a B, and a C
Class, of an aggregate public offering price of $93,707,212 (not
including $30,555,012 of shares issued in connection with
dividend reinvestment plans which are reported on the Notice for
purposes of the fee computation table). The Notice will be filed
to make definite the registration of the shares of common stock
of these series sold by the Company under the Securities Act of
l933 (the "l933 Act") for such period. You have also informed us
that all of such shares were issued in accordance with the
provisions relating thereto in the registration statement filed
under the l933 Act by the Company as such registration statement
was amended and currently in effect during the period.
We have acted as legal counsel to the Company during
the period of time referred to above and, as such, have reviewed
the Articles of Incorporation of the Company; various Articles
Supplementary; the By-Laws; the registration statement under the
l940 and l933 Acts and such minutes of corporate proceedings and
other documents as we deem material to our opinion.
Based on the foregoing, we are of the opinion that all
of the shares of common stock of the Company described in the
Rule 24f-2 Notice as having been sold during the period were
fully paid, nonassessable and legally issued shares of common
stock of the respective series of the Company.
We hereby consent to the filing of this opinion with
the United States Securities and Exchange Commission as an
exhibit or accompaniment to the aforementioned Rule 24f-2 Notice
and as an exhibit to the Company's registration statement under
the l933 Act and to the reference to us in the prospectus of the
Company as legal counsel who have passed upon the legality of the
offering of the Company's common stock. We also consent to the
filing of this opinion with the securities regulatory agencies of
any states or other jurisdictions in which the common stock of
the Company is offered for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /S/STEVEN M. FELSENSTEIN
------------------------
Steven M. Felsenstein
SMF/nk
1635.1
