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 Cash Reserve, Inc.
2005 Market Street
Philadelphia, PA 19103
2. Name of each series or class of funds for which this notice
is filed:
Delaware Cash Reserve A Class
Delaware Cash Reserve B Class
Delaware Cash Reserve C Class
Delaware Cash Reserve Consultant Class
3. Investment Company Act File Number: 811-2806
Securities Act File Number: 2-60770
4. Last day of fiscal year for which this notice is filed:
03/31/97
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:
$745,022,247
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: $1,866,945,709
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: $1,847,054,149
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $25,556,951
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):
$1,847,074,149
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 25,556,951
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
-1,872,631,100
--------------
(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 1/33 of 1%
--------------
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ - -
==============
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: 05/28/97
---------------------- --------
Rosemary E. Milner
Vice President
----------------------
STRADLEY RONON STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial: (215) 564-8074
May 28, 1997
Delaware Group Cash Reserve, Inc.
One Commerce Square
Philadelphia, PA 19103
Re: Delaware Group Cash Reserve, Inc.
Gentlemen:
You have informed us that, in accordance with
Rule 24f-2 under the Investment Company Act of 1940, as amended
(the "1940 Act"), Delaware Group Cash Reserve, Inc. (the "Fund"),
a Maryland corporation, intends to file a Rule 24f-2 Notice with
the Securities and Exchange Commission. The Notice will recite
that pursuant to the Rule the Fund, during the fiscal year ended
March 31, 1997, sold shares of stock of its Delaware Cash Reserve
A, B and C Classes and its Consultant Class with an aggregate
public offering price of $l,847,054,149 (not including
$25,556,951 of shares issued in connection with dividend
reinvestment plans which are reported on the Notice for purposes
of the fee computation). The Notice to be filed by the Fund will
make definite the registration under the Rule of the shares
registered under the Securities Act of 1933 (the "1933 Act"), and
sold in reliance upon the Rule during such period. You have also
informed us that all of such shares and fractions sold in
reliance upon the Rule were issued in accordance with the
provisions relating thereto in the registration statement then in
effect under the 1933 Act.
We have acted as legal counsel to the Fund during the
period of time referred to above. We have reviewed the Fund's
Articles of Incorporation; its By-Laws; the registration
statement of the Fund under the 1940 and 1933 Acts; and such
minutes of the proceedings of the Directors of the Fund 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 the Fund described in the Rule 24f-2 Notice as
having been sold during the period in reliance upon the Rule were
legally issued, fully-paid and non-assessable shares of the Fund.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as an exhibit or
accompaniment to the aforementioned Rule 24f-2 Notice and as an
exhibit to the Fund's registration statement and to the reference
to us in the prospectus of the Fund as legal counsel who have
passed upon the legality of the offering of the shares. We also
consent to the filing of this opinion with the securities
regulatory agencies of any states or other jurisdictions in which
the shares of beneficial interest of the Fund are offered for
sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /S/STEVEN M. FELSENSTEIN
------------------------
Steven M. Felsenstein
SMF/nk
210558.1
