DELAWARE GROUP DECATUR FUND INC
497, 1995-11-02
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                             November 1, 1995

                         Delaware Group of Funds

                           U.S. GOVERNMENT FUND 
                              A CLASS/B CLASS
                           (September 29, 1994)

                              DELCHESTER FUND
                              A CLASS/B CLASS
                           (September 29, 1994)

                             TAX-FREE USA FUND
                           TAX-FREE INSURED FUND
                              A CLASS/B CLASS
                            (October 31, 1994)

                      TAX-FREE USA INTERMEDIATE FUND
                              A CLASS/B CLASS
                            (October 31, 1994)

                                DELCAP FUND
                              A CLASS/B CLASS
                            (November 29, 1994)

                            DECATUR INCOME FUND
                              A CLASS/B CLASS
                            (January 30, 1995)

                       DECATUR TOTAL RETURN  FUND
                             A CLASS/B CLASS
                            (January 30, 1995)

                                VALUE FUND
                              A CLASS/B CLASS
                            (January 30, 1995)

                         INTERNATIONAL EQUITY FUND
                            GLOBAL ASSETS FUND
                             GLOBAL BOND FUND
                              A CLASS/B CLASS
                             (March 10, 1995)



                        TAX-FREE PENNSYLVANIA FUND
                              A CLASS/B CLASS
                             (April 29, 1995)

                       LIMITED-TERM GOVERNMENT FUND
                              A CLASS/B CLASS
                             (August 29, 1995)

                               DELAWARE FUND
                                DEVON FUND
                              A CLASS/B CLASS
                             (August 29, 1995)

                               TREND FUND
                              A CLASS/B CLASS
                            (October 31, 1995)
                                     
             Supplement To Prospectuses Dated As Noted Above 


The following supplements the information that appears in the section of the
Prospectus entitled "Systematic Withdrawal Plan for Class A Shares" under the
heading "Redemption and Exchange":

Beginning November 1, 1995, shareholders may elect to have systematic
withdrawals from their account processed on either the 1st or the 15th of the
month or, if either the 1st or 15th is a holiday or weekend, the next
business day.

Also effective November 1, 1995, systematic withdrawal plans may be established
for Class B accounts of at least $5,000.  Shareholders may elect any withdrawal
amount (minimum $25 per month/$75 per quarter); however, if the annual amount
selected exceeds 12% of the account balance on the date that the systematic
withdrawal plan is established, all withdrawals under the plan will be
subject to applicable contingent deferred sales charges.  This 12% annual
limit will be reset on the date of any modification of the systematic
withdrawal plan such as a change in the withdrawal amount or the frequency
or date of withdrawals, based on the balance in the account on that date.

In determining which shares will be redeemed for each systematic withdrawal
payment, the first shares to be redeemed will be those not subject to a
contingent deferred sales charge because they have either satisfied the
required holding period or were acquired through the reinvestment of
distributions. The contingent deferred sales charge will then be waived on
additional shares being redeemed as long as the annual withdrawal amount
does not exceed 12% of the account value on the date the plan was
established or modified.  If the annual amount to be withdrawn exceeds 12%
of the account value as of the date the plan was established or modified,
there is no contingent deferred sales charge waiver on any portion of the
withdrawal.

The following supplements the information that appears in the section of the
Prospectus entitled "Contingent Deferred Sales Charge" under the heading
"Buying Shares":






The following waiver of the contingent deferred sales charge on Class B
Shares is in addition to those already described in the Prospectus.  The
CDSC is waived on redemptions from an account if the redemption results from
the death of all registered owners of the account (in the case of accounts
established under the Uniform Gift to Minors or Uniform Transfers to Minors
Acts or trust accounts, the waiver applies upon the death of all beneficial
owners) or a total and permanent disability (as defined in Section 72 of the
Internal Revenue Code) of all registered owners occurring after the purchase
of the shares being redeemed.



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