DELAWARE GROUP DECATUR FUND INC
N-30D, 1995-08-04
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<PAGE>

June 30, 1995

Dear Shareholder:

Since we wrote to you in the 1994 Annual Report, we have seen several 
significant developments in the economy and consequently, the financial 
markets. Following a series of six short-term interest rate increases in 
calendar year 1994, the Federal Reserve raised rates only once in the first 
five months of 1995 amid signs of slowing economic activity. In addition, 
long-term interest rates declined steadily, which prompted a return to the 
stock and bond markets for many investors. Your Fund responded positively to 
this more attractive investing environment. 

        For the six-month period ended May 31, 1995, Decatur Total Return 
Fund A Class had a total return (capital change plus income) that 
significantly outpaced the return of the Lipper Equity Income Fund Average, 
which includes 129 mutual funds with investment objectives similar to those 
of your Fund. The Fund's results were competitive with that of the Standard & 
Poor's 500 Stock Index, an unmanaged index comprised of large market 
capitalization stocks. 

- --------------------------------------------------------------------------------
                                                       TOTAL RETURN
                                                     SIX MONTHS ENDED
                                                       MAY 31, 1995
Decatur Total Return Fund A Class                         +18.45%
Standard & Poor's 500 Stock Index                         +19.20%
Lipper Equity Income Fund Average                         +13.83%

Performance of Decatur and Lipper Equity Income Fund Average is based on net 
asset value without impact of sales charge. Decatur's return reflects the 
reinvestment of two quarterly dividend payments for December and March, each 
in the amount of $0.10 per share. Performance information for all classes of 
the Fund can be found on page 4. 
- --------------------------------------------------------------------------------

        During this recent fiscal period, the Fund's conservative, 
yield-oriented buy and sell disciplines led us to invest in a number of market 
sectors which performed exceptionally well. The Fund's large positions and 
good stock selection in banks, chemicals, energy and health care stocks 
contributed most to our strong performance. Furthermore, Decatur Total Return 
Fund delivered this return despite having no holdings of technology stocks, 
the top performing stock group of the past six months. We discuss our 
position on technology stocks in greater detail on page 3 of this report.

        As we look toward the rest of the year, we remain optimistic. Though 
earnings growth rates of American companies may slow from their current high 
levels--in fact, we may see some periodic "corrections" in the stock market--
we believe that the overall market will continue to perform well throughout 
1995. In our opinion, Decatur Total Return Fund is in a good position to help 
you capture the long-term return potential of this market while giving you an 
opportunity for high current income in the form of quarterly dividends.

        This report contains an update from the senior portfolio manager of 
the Fund, who explains the Fund's positioning over the past six months and 
its impact on performance. As always, we thank you for your continued 
confidence.
        
/s/ Wayne A. Stork                         /s/ Brian F. Wruble
- ------------------                         -------------------
Wayne A. Stork                             Brian F. Wruble
Chairman, Board of Directors               President and Chief Executive Officer
Delaware Group Decatur Total Return Fund   Delaware Group 
                                           Decatur Total Return Fund
 

<PAGE>



Portfolio Manager's Market Review       

 Over the past six months, two key factors influenced the stock market's 
performance. First, lower long-term interest rates resulted in higher 
valuations for the stock market. You may recall that the yield on the 30-year 
U.S. Treasury bond soared from 6.25% in January 1994 to 8.21% in early 
November 1994, causing severe price setbacks in both bonds and stocks. Since 
then, the 30-year Treasury's yield has moved steadily downward, reaching 6.60% 
on May 31, 1995, prompting a significantly brighter investing climate.
         Second, and perhaps more important, world class competitive American
companies continued to generate much better than expected levels of earnings
growth. In our view, this earnings growth, combined with lower interest rates,
has been the foundation supporting the stock market's strong gains thus far in
1995.
        As stock prices have risen, however, the dividend yield on the stocks 
comprising the Standard & Poor's 500 Stock Index has declined to historic 
lows. As of May 31, 1995, the average yield of the S&P 500 stocks was 2.58% 
(Decatur Total Return Fund A Class yielded 2.57%, calculated according to SEC 
guidelines). We disagree with market analysts who see this as an indication 
of a forthcoming bear market as explained in the Market Outlook section on 
the next page.

INSIDE THE DECATUR PORTFOLIO
        Given the decline in the stock market's yield, it is important to 
remember that even though dividends are extremely important to the total 
return equation, it is the combination of capital gains and dividends that 
leads to strong long-term returns from stocks.
        Decatur Total Return Fund has a very clear buy/sell discipline for 
stock selection that not only targets above-average up-front dividend yields, 
but offers the opportunity to participate in the capital gains potential 
the equity market offers. To be eligible for purchase or holding by the Fund, 
a stock must have a current dividend yield greater than that of the S&P 500 
Index. When a stock's current yield falls below the average yield of the 
S&P 500, we begin to sell the holding. Thus, stocks in the portfolio have a 
current dividend yield greater than that of the overall market average. 
        We believe the result of this discipline is that Decatur will 
typically buy stocks that are out of favor and unpopular, and whose prices 
have declined to the point that their current dividend yields are above the 
market average. In contrast, we expect to typically sell those stocks which 
are popular and whose prices have increased to the point where the current 
dividend yields are below average. 

A PROFILE FOR STOCK SELECTION
        More specifically, when it comes to the stocks we select, we look for 
the following characteristics:

         * Above-average dividend yields
         * Potential for better-than-expected earnings growth
         * Less price risk relative to the market

        These might seem like difficult criteria to meet in a market yielding 
only 2.58%, but we have been able to find stocks within this risk/reward 
profile. Although all sectors of the portfolio contributed to your Fund's 
performance over the past six months, significant positions and good stock 
selection in bank, chemical, energy and selected health care stocks 
contributed most to our strong performance. 

<PAGE>


        Even though we were not invested in technology stocks, the market's 
"hottest" performing single sector of the past six months, Decatur delivered 
a return that was competitive with that of the S&P 500 Index, which does 
include technology stocks. Technology companies tend to have little, or no, 
dividend yield. For this reason, they have not been eligible for purchase in 
the Fund's portfolio which may help mitigate the effects of a market reversal 
should one occur.
        Recently, we have moderately increased our portfolio holdings in the 
consumer cyclical (automobile, retailing, etc.) area of the market where 
investors have reacted very negatively to near-term earnings weakness. 
Overall, however, we do not see the need for any major changes in the Fund's 
sector allocation or individual stock holdings. All of the Fund's investments 
are under continuous review and where more attractive risk/reward situations 
develop, we will strive to take advantage of them. 

MARKET OUTLOOK
         While some market analysts believe that the low dividend yield on the
S&P 500 Index is indicative of a bear market, we hold a different view. In our
opinion, the current strong level of earnings growth exhibited by American
companies would have to decline significantly for a bear market to occur, and we
don't see anything on the horizon that would cause that to happen. Unless
interest rates rise significantly or corporate profit growth falls dramatically,
the stock market should continue its upward trend.
        We do expect the overall stock market's performance to become 
somewhat more volatile in the second half of 1995. The market's rise has been 
virtually straight up since the end of January and we could see a 
"correction" at any time, which we expect would have the most impact on 
technology stocks.
         Clearly, economic growth has slowed; however, we believe that the stage
is set for a worldwide reduction in interest rates that could lead to a long and
sustained economic growth cycle. This should continue to fuel companies'
earnings growth, which in turn should provide ongoing support to the U.S. stock
market and your Decatur Total Return Fund.


/s/ JOHN B. FIELDS
- ------------------
John B. Fields
Vice President
Senior Portfolio Manager

<PAGE>


Long-Term Performance

                           DECATUR TOTAL RETURN FUND
                        Performance through May 31, 1995
              CLASS A                             CLASS B
 Average Annual Total Returns(1)         Aggregate Total Returns(2)
                                      (Introduced September 6, 1994)

Lifetime                 +10.77%      Lifetime                   +11.68%
                                                   Excluding Sales Charge     
5 Years                   +9.07%                                  +7.68%
                                                   Including Sales Charge
1 Year                    +9.57%


                       Performance through June 30, 1995
              CLASS A                          CLASS B
 Average Annual Total Returns(1)         Aggregate Total Returns(2)
                                       (Introduced September 6, 1994)

Lifetime                +10.87%      Lifetime                   +13.54%         
                                                    Excluding Sales Charge
5 Years                  +9.67%                                  +9.54%
                                                    Including Sales Charge
1 Year                  +13.00%

RETURN AND SHARE VALUE FLUCTUATE SO THAT SHARES, WHEN REDEEMED, MAY BE WORTH 
MORE OR LESS THAN THE ORIGINAL INVESTMENT. PAST PERFORMANCE IS NOT A 
GUARANTEE OF FUTURE RESULTS.

(1) CLASS A returns reflect the reinvestment of all distributions, the 5.75% 
maximum sales charge and the impact of a 12b-1 fee on performance after June 
6, 1992.

(2) CLASS B returns "including sales charge" reflect the reinvestment of all
distributions, the impact of the maximum 4% contingent deferred sales charge and
a 1% annual distribution and service fee, for the period from introduction of
Class B on September 6, 1994, through May 31, 1995. Class B six-month aggregate
total returns for the period ended May 31, 1995, were +18.02% (excluding sales
charge) and +14.02% (including sales charge). Returns "excluding sales charge"
assume that the investment was not redeemed. Performance for this short time
period may not be representative of longer term performance of this class.

The average annual total returns for Decatur Total Return Fund's Institutional
Class, which is available without sales or asset-based distribution charges only
to certain eligible institutional accounts, were +11.59%, +10.48% and +16.63%,
respectively, for the lifetime, five- and one-year periods ended May 31, 1995.
The aggregate total return for the Institutional Class for the six months ended
May 31, 1995, was +18.63%. Institutional Class returns were +11.69%, +11.11% and
+20.35% for the 10-, five- and one-year periods ended June 30, 1995. The
Institutional Class was initially made available on November 9, 1992.
Performance for the Institutional Class for periods prior to this date are based
on Class A performance, adjusted to eliminate the impact of the sales charge,
but not the Class A asset-based distribution charge.

<PAGE>


Financial Statements

DELAWARE GROUP DECATUR FUND, INC. -- 
DECATUR TOTAL RETURN FUND
STATEMENT OF NET ASSETS
Six Months Ended May 31, 1995
(Unaudited)
                                                         NUMBER         MARKET 
                                                       OF SHARES        VALUE 
COMMON STOCK - 91.12%
AEROSPACE & DEFENSE - 2.50%
General Dynamics .............................           97,300     $  4,256,875
Lockheed Martin ..............................           43,760        2,603,720
United Technologies ..........................           72,200        5,478,175
                                                                    ------------
                                                                      12,338,770
                                                                    ------------
AUTOMOTIVES AND AUTOMOTIVE PARTS - 2.44%
Chrysler .....................................          170,000        7,416,250
Genuine Parts ................................          118,045        4,633,266
                                                                    ------------
                                                                      12,049,516
                                                                    ------------
BANKING, FINANCE & INSURANCE - 17.74%
Aetna Life & Casualty ........................          115,900        6,910,538
Aon ..........................................          127,200        4,642,800
Chase Manhattan ..............................          154,000        7,122,500
Chemical Bank ................................          126,300        5,825,588
CIGNA ........................................           92,600        6,921,850
CoreStates Financial .........................          112,200        3,730,650
Exel Limited .................................           36,500        1,706,375
Great Western Financial ......................          120,000        2,625,000
KeyCorp ......................................          183,900        5,631,938
Marsh & McLennan .............................           80,000        6,370,000
Mellon Bank ..................................          166,000        7,096,500
Meridian Bancorp .............................          175,000        5,589,063
NationsBank ..................................           75,600        4,280,850
St. Paul .....................................          112,900        5,743,788
Shawmut National .............................          164,000        4,756,000
UJB Financial ................................          165,700        4,888,150
U.S. Bancorp .................................          150,000        3,684,375
                                                                    ------------
                                                                      87,525,965
                                                                    ------------
CHEMICALS - 12.27%
Dow Chemical .................................          130,000        9,538,750
DuPont (EI) deNemours ........................          217,600       14,769,600
Grace (W.R.) .................................           37,300        2,396,525
Imperial Chemical ADR ........................           75,000        3,806,250
Monsanto .....................................          146,100       12,162,825
Occidental Petroleum .........................          365,000        8,395,000
P.P.G. Industries ............................           52,800        2,197,800
Witco ........................................          264,100        7,262,750
                                                                    ------------
                                                                      60,529,500
                                                                    ------------
COMPUTERS & ELECTRONICS - 4.12%
General Electric .............................          177,200       10,277,600
Hubbell Class B ..............................           67,600        3,844,750
Thomas & Betts ...............................           92,400        6,225,450
                                                                    ------------
                                                                      20,347,800
                                                                    ------------


<PAGE>
COMMON STOCK (CONTINUED)
                                                         NUMBER          MARKET 
                                                       OF SHARES         VALUE 
CONSUMER PRODUCTS - 2.66%
Avon Products ................................           53,000     $  3,570,875
Eastman Kodak ................................           91,900        5,548,463
Minnesota Mining & Manufacturing .............           66,600        3,987,675
                                                                    ------------
                                                                      13,107,013
                                                                    ------------
ENERGY - 17.71%
Amoco ........................................          119,700        8,184,488
Atlantic Richfield ...........................           60,000        6,967,500
Dresser Industries ...........................          394,700        9,028,763
Exxon ........................................          183,500       13,097,313
Imperial Oil Limited .........................          185,700        7,219,088
Kerr-McGee ...................................              500           27,875
Mobil ........................................           40,300        4,045,113
Phillips Petroleum ...........................          109,000        3,951,250
Sonat ........................................          148,000        4,865,500
Tenneco ......................................          183,700        8,817,600
Texaco .......................................          151,000       10,343,500
USX-Marathon Group ...........................          545,000       10,831,875
                                                                    ------------
                                                                      87,379,865
                                                                    ------------
FOOD, BEVERAGES & TOBACCO - 5.47%
American Brands ..............................           99,300        4,009,238
General Mills ................................           94,000        4,876,250
Heinz (H.J.) .................................          157,400        7,122,350
Philip Morris ................................          110,000        8,016,250
RJR Nabisco Holdings .........................          103,620        2,953,170
                                                                    ------------
                                                                      26,977,258
                                                                    ------------
HEALTHCARE & PHARMACEUTICALS - 6.89%
American Home Products .......................           15,600        1,148,550
Glaxo Wellcome PLC-ADR .......................          198,300        4,610,475
Lilly (Eli) ..................................           64,600        4,820,775
Smithkline Beecham ADR Unit ..................          237,600        9,385,200
Upjohn .......................................          145,800        5,303,475
Warner-Lambert ...............................          105,500        8,743,313
                                                                    ------------
                                                                      34,011,788
                                                                    ------------
INDUSTRIAL MACHINERY - 2.36%
Cooper Industries ............................          165,600        6,127,200
McDermott International ......................          210,500        5,525,625
                                                                    ------------
                                                                      11,652,825
                                                                    ------------
MEDIA, LEISURE & ENTERTAINMENT - 3.30%
McGraw-Hill ..................................          169,400       12,535,600
Reader's Digest ..............................           90,500        3,755,750
                                                                    ------------
                                                                      16,291,350
                                                                    ------------
<PAGE>

STATEMENT OF NET ASSETS (CONTINUED)
                                                        NUMBER           MARKET 
                                                      OF SHARES          VALUE 
 COMMON STOCK (CONTINUED)
 METALS & MINING - 1.36%
 Freeport McMoRan ............................          388,700     $  6,705,075
                                                                    ------------
                                                                       6,705,075
                                                                    ------------
 PAPER & FOREST PRODUCTS - 1.76%
 Kimberly-Clark ..............................           70,000        4,200,000
 Union Camp ..................................           86,500        4,487,188
                                                                    ------------
                                                                       8,687,188
                                                                    ------------
 RETAIL - 3.23%
*Darden Restaurants ..........................           85,200          937,200
 Penney (J.C.) ...............................          141,400        6,663,475
 Sears Roebuck ...............................          148,000        8,343,500
                                                                    ------------
                                                                      15,944,175
                                                                    ------------
 TRANSPORTATION - 0.47%
 Union Pacific ...............................           41,900        2,320,213
                                                                    ------------
                                                                       2,320,213
                                                                    ------------
 UTILITIES - 6.84%
 ALLTEL ......................................          177,800        4,378,325
 BellSouth ...................................           80,400        4,934,550
 FPL Group ...................................           65,000        2,551,250
 Frontier ....................................          209,400        4,763,850
 Houston Industries ..........................           60,000        2,587,500
 Pacific Telesis Group .......................          179,300        4,796,275
 SBC Communications ..........................          128,000        5,760,000
 TransCanada Pipeline ........................          300,000        3,975,000
                                                                    ------------
                                                                      33,746,750
                                                                    ------------
 TOTAL COMMON STOCK (COST $399,937,777) ......                       449,615,051
                                                                    ------------

 PREFERRED STOCK - 4.47%
 AUTOMOBILES - 2.12%
 Ford Motor $4.20 pfd cv "A" .................           54,500        5,204,750
 General Motors $3.25 pfd cv "C" .............           85,000        5,270,000
                                                                    ------------
                                                                      10,474,750
                                                                    ------------
 FOOD, BEVERAGES & TOBACCO - 0.96%
 RJR Nabisco Holdings $0.6012 pfd cv .........          775,000        4,746,875
                                                                    ------------
                                                                       4,746,875
                                                                    ------------
 METALS & MINING - 0.36%
 Freeport McMoRan Copper & Gold
 7.0% pfd cv .................................           70,000        1,750,000
                                                                    ------------
                                                                       1,750,000
                                                                    ------------
 TRANSPORTATION - 1.03%
 Delta Air Lines $3.50 pfd cv "C" ............           94,000        5,099,500
                                                                    ------------
                                                                       5,099,500
                                                                    ------------
 TOTAL PREFERRED STOCK (COST $21,368,301) ....                        22,071,125
                                                                    ------------


<PAGE>

                                                        PRINCIPAL        MARKET
                                                         AMOUNT          VALUE 

REPURCHASE AGREEMENTS - 2.89%
With Chase Manhattan 6.125% 6/1/95
 (dated 5/31/95, collateralized by
 $4,824,000 Treasury Notes 6.00%
 due 6/30/96, market value $4,949,111) ...........   $  4,818,000   $  4,818,000
With Deutsche Bank 6.10% 6/1/95
 (dated 5/31/95, collateralized by
 $4,671,000 U.S. Treasury Notes 6.125%
 due 7/31/96, market value $4,772,444) ...........      4,678,000      4,678,000
With PaineWebber 6.125% 6/1/95
 (dated 5/31/95, collateralized by $972,000
 U.S. Treasury Notes 3.875% due 8/31/95,
 market value $976,599 and $3,713,000
 U.S. Treasury Notes 8.50% due
 4/15/97, market value $3,921,132) ...............      4,752,000      4,752,000
                                                                    ------------
TOTAL REPURCHASE AGREEMENTS
 (COST $14,248,000) ...................................               14,248,000
                                                                   -------------

TOTAL MARKET VALUE OF SECURITIES
 OWNED - 98.48% (COST $435,554,078) ...................              485,934,176
RECEIVABLES AND OTHER ASSETS
 NET OF LIABILITIES-1.52% .............................                7,492,819
                                                                   -------------
NET ASSETS APPLICABLE TO 35,555,326 SHARES
 ($1 PAR VALUE) OUTSTANDING - 100.00% .................            $ 493,426,995
                                                                   =============
NET ASSET VALUE - DECATUR TOTAL RETURN
 FUND A CLASS ($478,813,770 / 34,501,799 SHARES) ......                  $ 13.88
                                                                   =============
NET ASSET VALUE - DECATUR TOTAL RETURN
 FUND B CLASS ($5,840,509 / 421,887 SHARES) ...........                  $ 13.84
                                                                   =============
NET ASSET VALUE - DECATUR TOTAL RETURN
 FUND INSTITUTIONAL CLASS
 ($8,772,716 / 631,640 SHARES) ........................                  $ 13.89
                                                                   =============
- ------------------------
*Non-income producing for the six months ended May 31, 1995.

COMPONENTS OF NET ASSETS AT MAY 31, 1995
 Common stock, $1 par value, 200,000,000 shares
  authorized to Fund with 100,000,000 shares allocated 
  to the Decatur Total Return Fund A Class, 50,000,000 
  shares allocated to the Decatur Total Return Fund
  B Class and 50,000,000 shares allocated to the 
  Decatur Total Return Fund Institutional Class ................  $428,970,483
 Accumulated undistributed income:
   Net investment income........................................     2,341,206
   Net realized gain on investments.. ..........................    11,735,208
   Net unrealized appreciation on investments ..................    50,380,098
                                                                  ------------
 Total net assets...............................................  $493,426,995
                                                                  ============

See accompanying notes

<PAGE>

DELAWARE GROUP DECATUR FUND, INC. --
DECATUR TOTAL RETURN FUND                                       
STATEMENT OF OPERATIONS                                         
Six Months Ended May 31, 1995                                                  
(Unaudited)                       

INVESTMENT INCOME:
Dividends ........................................    $ 8,635,282
Interest .........................................        406,224    $ 9,041,506
                                                      -----------
EXPENSES:
Management fees ($1,311,644) and
 directors' fees ($14,353)  ......................      1,325,997
Distribution expenses ............................        663,116
Dividend disbursing and transfer agent fees
 and expenses ....................................        422,200
Report to shareholders ...........................         99,511
Salaries .........................................         53,479
Custodian fees ...................................         26,056
Federal and state registration fees ..............         25,259
Professional fees ................................         15,700
Taxes, other than taxes on income ................          7,575
Other ............................................         78,906      2,717,799
                                                       ----------    -----------
NET INVESTMENT INCOME ............................                     6,323,707
                                                                     -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS:
Net realized gain from security transactions ....................     13,315,892
Net unrealized appreciation of
 investments during the period ..................................     55,711,648
                                                                     -----------
NET REALIZED AND UNREALIZED
 GAIN ON INVESTMENTS ............................................     69,027,540
                                                                     -----------
NET INCREASE IN NET ASSETS
 RESULTING FROM OPERATIONS ......................................    $75,351,247
                                                                     ===========


                             See accompanying notes
<PAGE>

DELAWARE GROUP DECATUR FUND, INC. --
DECATUR TOTAL RETURN FUND
STATEMENT OF CHANGES IN NET ASSETS
                                                      SIX MONTHS
                                                     ENDED 5/31/95   YEAR ENDED
                                                      (UNAUDITED)     11/30/94

OPERATIONS:
Net investment income ............................ $  6,323,707   $ 12,298,767
Net realized gain from security transactions .....   13,315,892     13,432,223
Net realized appreciation (depreciation)
 of investments during the period ................   55,711,648    (25,513,930)
                                                   ------------   ------------
Net increase in net assets
 resulting from operations .......................   75,351,247        217,060
                                                   ------------   ------------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
 Net investment income:
 Decatur Total Return Fund A Class ...............   (6,629,792)   (13,809,161)
 Decatur Total Return Fund B Class ...............      (40,147)        (2,634)
 Decatur Total Return Fund
  Institutional Class ............................      (70,414)       (39,777)
Net realized gain from security transactions:
 Decatur Total Return Fund A Class ...............  (13,655,358)   (49,579,695)
 Decatur Total Return Fund B Class ...............      (46,914)          --   
 Decatur Total Return Fund 
  Institutional Class ............................      (70,859)      (105,220)
                                                    ------------  ------------
                                                    (20,513,484)   (63,536,487)
                                                    ------------  ------------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold:
 Decatur Total Return Fund A Class ...............   39,231,405     43,830,883
 Decatur Total Return Fund B Class ...............    3,725,575      1,802,152
 Decatur Total Return Fund
  Institutional Class ............................    6,388,306        686,198
Net asset value of shares issued upon
 reinvestment of dividends from net investment
 income and realized securities profits:
 Decatur Total Return Fund A Class ...............   19,219,847     60,129,721
 Decatur Total Return Fund B Class ...............      102,531          2,465
 Decatur Total Return Fund
  Institutional Class ............................      117,328        144,998
                                                     -----------   -----------
                                                      68,784,992   106,596,417
                                                     -----------   -----------
Cost of shares repurchased:
 Decatur Total Return Fund A Class ...............   (35,860,667)  (69,644,135)
 Decatur Total Return Fund B Class ...............      (186,718)        --
 Decatur Total Return Fund
  Institutional Class ............................      (111,701)     (488,748)
                                                   -------------   -----------
                                                     (36,159,086)  (70,132,883)
Increase in net assets derived from
 capital share transactions ......................    32,625,906    36,463,534
                                                   -------------   -----------
NET INCREASE (DECREASE)
 IN NET ASSETS ...................................    87,463,669   (26,855,893)
NET ASSETS:
Beginning of period ..............................   405,963,326   432,819,219
                                                   -------------   -----------
End of period (including undistributed net
 investment income of $2,341,206 and
 $2,757,852, respectively) ....................... $ 493,426,995 $ 405,963,326
                                                   =============  ============

                             See accompanying notes

<PAGE>


DELAWARE GROUP DECATUR FUND, INC. -- 
DECATUR TOTAL RETURN FUND
NOTES TO FINANCIAL STATEMENTS
May 31, 1995
(Unaudited)

Delaware Group Decatur Fund, Inc. (the "Company"), is registered as a 
diversified open-end investment company under the Investment Company Act of 
1940. The Company currently offers two Series, Decatur Total Return Fund (the 
"Fund") and Decatur Income Fund. The Company is organized as a Maryland 
corporation and the Fund offers three classes of shares.

1. SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies are in accordance with general accounting 
principles and are consistently followed by the Fund for financial statement 
preparation:

SECURITY VALUATION - Securities listed on an exchange are valued at the last 
quoted sales price as of 4:00 pm on the valuation date. Securities not traded 
are valued at the last quoted bid price. Securities not listed on an exchange 
are valued at the mean of the last quoted bid and asked prices. Money market 
instruments having less than 60 days to maturity are valued at amortized 
cost. 

FEDERAL INCOME TAXES - The Fund intends to continue to qualify as a regulated 
investment company and make the requisite distributions to shareholders. 
Accordingly, no provision for federal income taxes is required in the 
financial statements. 

REPURCHASE AGREEMENTS - The Fund may invest in a pooled cash account along 
with other members of the Delaware Group Family of Funds. The aggregated 
daily balance of the pooled cash account is invested in repurchase agreements 
secured by obligations of the U.S. Government. The respective collateral is 
held by the Fund's custodian bank until the maturity of the respective 
repurchase agreements. Each repurchase agreement is 102% collateralized. 
However, in the event of default or bankruptcy by the counterparty to the 
agreement, realization of the collateral may be subject to legal proceedings.

CLASS ACCOUNTING - Investment income, common expenses and gain (loss) are 
allocated to the various classes of the Fund on the basis of daily net assets 
of each class. Distribution expenses relating to a specific class are charged 
directly to that class.

OTHER - Expenses common to all Funds within the Delaware Group Family of 
Funds are allocated amongst the funds on the basis of average net assets. 
Security transactions are recorded on the date the securities are purchased 
or sold (trade date). Costs used in calculating realized gains and losses on 
the sale of investment securities are those of the specific securities sold. 
Dividend income is recorded on the ex-dividend date and interest income is 
recorded on an accrual basis. The Fund declares and pays dividends from net 
investment income on a quarterly basis.


<PAGE>


The Fund declared distributions from net investment income in the amount of 
$0.08, $0.06 and $0.08 per share for the Decatur Total Return Fund A Class, 
Decatur Total Return Fund B Class and Decatur Total Return Fund Institutional 
Class, respectively, payable on July 10, 1995 to shareholders of record on 
June 29, 1995. The ex-dividend date was June 30, 1995.

2. INVESTMENT MANAGEMENT AND DISTRIBUTION AGREEMENTS
In accordance with the terms of the Investment Management Agreement, the Fund 
pays Delaware Management Company, Inc. (DMC), the Investment Manager of the 
Fund, an annual fee which is calculated daily at the rate of 0.60% on the 
first $500 million of average daily net assets of the Fund, 0.575% on the 
next $250 million, and 0.55% on the average daily net assets over $750 
million, less fees paid to the independent directors. At May 31, 1995, the 
Fund had a liability for Investment Management fees and other expenses 
payable to DMC for $61,069.

Pursuant to the Distribution Agreement, the Fund pays Delaware Distributors 
L.P. (DDLP), the Distributor and an affiliate of DMC, an annual fee of 0.30% 
of the average daily net assets of A Class and 1.00% of the average daily net 
assets of B Class. At May 31, 1995, the Fund had a liability for distribution 
fees and other expenses payable to DDLP for $28,293. For the six months ended 
May 31, 1995, the Fund paid DDLP $106,708 for commissions earned on sales of 
Decatur Total Return Fund A Class.

The Fund has engaged Delaware Service Company, Inc. (DSC), an affiliate of 
DMC, to serve as dividend disbursing and transfer agent for the Fund. For the 
period ended May 31, 1995, the Fund has expensed $422,200 for these services. 
At May 31, 1995, the Fund had a liability for such fees and other expenses 
payable to DSC for $16,663.

Certain officers of the Investment Manager are officers, directors and/or 
employees of the Fund. These officers, directors and employees are paid no 
compensation by the Fund.   

On April 3, 1995, Delaware Management Holdings, Inc., the indirect parent of 
DMC, DDLP and DSC, through a merger transaction (the "Merger") became a 
wholly-owned subsidiary of Lincoln National Corporation. Other than the 
resulting change in ownership, the Merger will not materially change the 
manner in which DMC, DDLP and DSC have heretofore conducted their 
relationship with the Fund. 



<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

An annual meeting of shareholders was held on March 29, 1995. The matters 
submitted to a vote of shareholders were the election of directors, the 
approval of a new investment management agreement and the ratification of the 
selection of Ernst & Young LLP as independent auditors of the Fund. The new 
investment management agreement was submitted for shareholder approval in 
connection with the merger noted above because the Investment Company Act of 
1940 requires shareholders to vote on a new investment management agreement 
whenever there is a change in control of an investment manager.

The names of each director elected at the meeting along with the final vote 
tabulation with respect to each nominee and each matter were as follows:

                                                  NUMBER OF VOTES
                                           FOR    AGAINST/WITHHELD   ABSTENTIONS

Election of Directors*:
 Wayne A. Stork ....................    70,402,214     2,124,457          --
 Walter P. Babich ..................    70,396,277     2,130,394          --
 Anthony D. Knerr ..................    70,394,910     2,131,761          --
 Ann R. Leven ......................    70,405,517     2,121,154          --
 W. Thacher Longstreth .............    70,381,788     2,144,883          --
 Charles E. Peck ...................    70,395,020     2,131,651          --

Approval of the New Investment
 Management Agreement ..............    17,800,255       371,447     1,160,882

Selection of Ernst & Young LLP as
 Independent Auditors* .............    67,759,636       644,276     4,122,758

*Voted upon by all shareholders of the Company

3. INVESTMENTS
During the six months ended May 31, 1995, the Fund made purchases of 
$152,920,431 and sales of $148,727,825 of investment securities other than 
U.S. Government securities and temporary cash investments.

At May 31, 1995, unrealized appreciation for financial reporting and federal 
income tax purposes aggregated $49,062,491 of which $52,198,877 related to 
unrealized appreciation of securities and $3,136,386 related to unrealized 
depreciation of securities.

The realized gain for federal income tax purposes was $12,918,937 for the six 
months ended May 31, 1995.

<PAGE>

4. CAPITAL STOCK
Transactions in capital stock shares were as follows:
                                        
                                                        SIX MONTHS       YEAR
                                                           ENDED        ENDED
                                                          5/31/95      11/30/94

Shares sold:
 Decatur Total Return Fund A Class .................    3,018,775     3,387,631
 Decatur Total Return Fund B Class .................      286,415       141,014
 Decatur Total Return Fund Institutional Class .....      519,332        53,343
Shares issued upon reinvestment of dividends from
 net investment income and distributions of realized
 gain from security transactions:
 Decatur Total Return Fund A Class .................    1,581,579     4,694,827
 Decatur Total Return Fund B Class .................        8,390           191
 Decatur Total Return Fund Institutional Class .....        9,388        11,332
                                                       ----------    ----------
                                                        5,423,879     8,288,338
                                                       ----------    ----------
Shares repurchased:
 Decatur Total Return Fund A Class .................   (2,809,450)   (5,385,395)
 Decatur Total Return Fund B Class .................      (14,122)         --
 Decatur Total Return Fund Institutional Class .....       (8,526)      (35,249)
                                                       ----------    ----------
                                                       (2,832,098)   (5,420,644)
                                                       ----------    ----------
Net increase .......................................    2,591,781     2,867,694
                                                       ==========    ==========

5. SECURITIES LENDING
The market value of securities on loan to broker/dealers at May 31, 1995, was 
$18,173,838 for which the Fund received cash collateral of $18,292,500.

6. LINES OF CREDIT
The Fund has a committed line of credit $10,000,000. No amount was 
outstanding at May 31, 1995, or at any time during the fiscal period.


<PAGE>


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. FINANCIAL HIGHLIGHTS
Selected data for each share of the Fund outstanding throughout each period 
were as follows:
<TABLE>
<CAPTION>


                                                                      DECATUR TOTAL RETURN FUND A CLASS
                                                       --------------------------------------------------------------------
                                                        SIX MONTHS(1)                                      
                                                          ENDED                        YEAR ENDED NOVEMBER 30,         
                                                         5/31/95       1994         1993         1992         1991         1990

<S>                                                     <C>          <C>          <C>          <C>          <C>          <C>    
Net asset value, beginning of period .................  $ 12.32      $ 14.38      $ 13.98      $ 12.73      $ 11.71      $ 13.64

Income from investment of operations:
 Net investment income ...............................     0.18         0.37         0.45         0.47         0.53         0.58
 Net realized and unrealized gain (loss) from
  security transactions ..............................     2.00        (0.34)        1.45         1.30         1.07        (1.44)
                                                        -------      -------      -------       ------       ------       ------
Total from investment operations .....................     2.18         0.03         1.90         1.77         1.60        (0.86)  

Less distributions:
 Dividends from net investment income ................    (0.20)       (0.43)       (0.45)       (0.52)       (0.58)       (0.60)
 Distributions from net realized gain on
  security transactions ..............................    (0.42)       (1.66)       (1.05)         none         none       (0.47)
                                                        -------       -------      -------       ------       ------       ------
 Total distributions .................................    (0.62)       (2.09)       (1.50)       (0.52)       (0.58)       (1.07)
                                                        -------       -------      -------       ------       ------       ------
Net asset value, end of period .......................  $ 13.88      $ 12.32      $ 14.38      $ 13.98       $12.73      $ 11.71
                                                        =======      =======      =======      =======       ======      =======
Total return(2) ......................................    18.45%       (0.04%)      14.74%       14.12%       13.94%       (6.84%)

Ratios/supplemental data:
 Net assets, end of period (000 omitted) ............. $478,814     $402,849     $431,638     $408,986     $394,338     $357,139
 Ratio of expenses to average net assets .............     1.23%        1.26%        1.22%        1.23%        1.23%        1.23%
 Ratio of net investment income to average net assets.     2.87%        2.88%        3.15%        3.44%        4.20%        4.87%
 Portfolio turnover rate .............................      70%          74%         119%          98%          67%          54%

</TABLE>

- -------------
1 Ratios have been annualized and total return has not been annualized.
2 Does not reflect any maximum sales charges that are or were in effect nor 
  the 1% limited contingent deferred sales charge that would apply in the event 
  of certain redemptions within 12 months of purchase.

<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. FINANCIAL HIGHLIGHTS
Selected data for each share of the Fund outstanding throughout each period 
were as follows:
<TABLE>
<CAPTION>

                                                                      DECATUR TOTAL                     DECATUR TOTAL 
                                                                       RETURN FUND                       RETURN FUND
                                                                         B CLASS                    INSTITUTIONAL CLASS
                                                                 ------------------------------------------------------------------
                                                               SIX MONTHS(1)  9/6/94(2)    SIX MONTHS(1)      YEAR       7/26/93(2)
                                                                  ENDED          TO           ENDED          ENDED           TO
                                                                 5/31/95      11/30/94       5/31/95        11/30/94      11/30/93

<S>                                                               <C>           <C>           <C>           <C>           <C>    
Net asset value, beginning of period ..........................   $ 12.31       $ 13.11       $ 12.35       $ 14.40       $ 14.10

Income from investment of operations:
 Net investment income ........................................      0.14          0.12          0.20          0.43          0.15
 Net realized and unrealized gain (loss) from
  security transactions .......................................      1.99         (0.82)         2.00         (0.37)         0.25
                                                                  -------       -------        ------        ------        ------
Total from investment operations ..............................      2.13         (0.70)         2.20          0.06          0.40

Less distributions:
 Dividends from net investment income .........................     (0.18)        (0.10)        (0.24)        (0.45)        (0.10)
 Distributions from net realized gain on security
  transactions ................................................     (0.42)         none         (0.42)        (1.66)         none
                                                                  -------       -------        ------        ------        ------
 Total distributions ..........................................     (0.60)        (0.10)        (0.66)        (2.11)        (0.10)
                                                                  -------       -------        ------        ------        ------
Net asset value, end of period ................................   $ 13.84       $ 12.31       $ 13.89       $ 12.35       $ 14.40
                                                                  =======       =======       =======       =======        ======
                                                                                                                          
Total return(3) ...............................................     18.02%        (5.37%)       18.63%         0.19%        14.89%
Ratios/supplemental data
 Net assets, end of period (000 omitted) ......................    $5,840        $1,738        $8,773        $1,376        $1,181
 Ratio of expenses to average net assets ......................      1.93%         1.96%         0.93%         0.96%         0.92%
 Ratio of net investment income to average net assets .........      2.17%         2.18%         3.17%         3.18%         3.45%
 Portfolio turnover rate ......................................        70%           74%           70%           74%          119%
</TABLE>

- -------------
1 Ratios have been annualized and total return has not been annualized.
2 Date of initial public offering; ratios and total return have been 
  annualized for Decatur Total Return Fund Institutional Class. Ratios have 
  been annualized and total return has not been annualized for Decatur Total 
  Return Fund B Class.
3 Does not include contingent deferred sales charge which varies from 1% - 4% 
  depending upon the holding period for Decatur Total Return Fund B Class.

- -------------------------------------------------------------------------------
This semi-annual report is for the information of Decatur Total Return Fund 
shareholders, but it may be used with prospective investors when preceded or 
accompanied by a current PROSPECTUS, which gives details about charges, 
expenses, investment objectives and operating policies of the Fund. Summary 
investment results are documented in the current STATEMENT OF ADDITIONAL 
INFORMATION. If used with prospective investors after September 30, 1995, 
this report must also be accompanied by a Decatur Total Return Fund 
Performance Update for the most recently completed calendar quarter. The 
figures in this report represent past results, and are not a guarantee of 
future results. The return and principal value of an investment in the Fund 
will fluctuate so that shares, when redeemed, may be worth more or less than 
their original cost.


<PAGE>

- -------------------------------------------------------------------------------
            The Delaware Group includes funds with a wide range of investment 
   objectives. Stock funds, income funds, tax-free funds, money market funds, 
   closed-end equity/income funds and global funds give investors the ability 
   to create a portfolio that fits their personal financial goals. For more 
   information, including a prospectus of any Delaware Group fund, contact 
   your financial adviser or call Delaware Group at 800-523-4640 or 
   215-988-1333 in Philadelphia. Read the prospectus carefully before 
   investing.
            BE SURE TO CONSULT YOUR FINANCIAL ADVISER WHEN MAKING 
   INVESTMENTS. MUTUAL FUNDS CAN BE A VALUABLE PART OF YOUR FINANCIAL PLAN; 
   HOWEVER, SHARES OF THE FUND ARE NOT FDIC OR NCUSIF INSURED, ARE NOT 
   GUARANTEED BY ANY BANK OR ANY CREDIT UNION, ARE NOT OBLIGATIONS OF ANY 
   BANK OR ANY CREDIT UNION, AND INVOLVE INVESTMENT RISK, INCLUDING THE 
   POSSIBLE LOSS OF PRINCIPAL. SHARES OF THE FUND ARE NOT BANK OR CREDIT 
   UNION DEPOSITS.

      INVESTMENT MANAGER
      Delaware Management Company, Inc.

      INTERNATIONAL AFFILIATE
      Delaware International Advisers Ltd.

      NATIONAL DISTRIBUTOR
      Delaware Distributors, L.P.
      
      SHAREHOLDER SERVICING,
      DIVIDEND DISBURSING
      AND TRANSFER AGENT
      Delaware Service Company, Inc.
- -------------------------------------------------------------------------------
SA-018 [5/95] PP7/95                                 Printed in the U.S.A.
      
                  DELAWARE GROUP
      A TRADITION OF SOUND INVESTING SINCE 1929

                    GRAPHIC



                        |   
       1995             |                          
                        | 
       SEMI-            | 
                        |                          
      ANNUAL            | 
                        |      
      REPORT            |   DELAWARE      
                        |   GROUP
                        |   =============
                        |   Decatur Total
                        |   Return Fund



|-------------------|  
|     BULK RATE     |    
|   U.S. POSTAGE    |    
|      PAID         |    
|  Permit No.145    |    
| Conshohocken, PA  |    
|-------------------| 




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