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 Decatur Fund, Inc.
2005 Market Street
Philadelphia, PA 19103
2. Name of each series or class of funds for which this notice
is filed:
Decatur Income Fund A Class
Decatur Income Fund B Class
Decatur Income Fund C Class
Decatur Income Fund Institutional Class
Decatur Total Return Fund A Class
Decatur Total Return Fund B Class
Decatur Total Return Fund C Class
Decatur Total Return Fund Institutional Class
3. Investment Company Act File Number: 811-750
Securities Act File Number: 2-13017
4. Last day of fiscal year for which this notice is filed:
11/30/95
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:
31,198,362 Shares - $563,130,434.10 ($18.05 offering price
01/17/96)
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: $0.00
9. Number and aggregate sale price of securities sold during
the fiscal year: 222,618,648
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: 212,538,145
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $103,369,287
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):
$ 212,538,145
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 103,369,287
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 315,907,432
--------------
(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)]: $
==============
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: 01/26/96
------------------------ --------
Rosemary E. Milner
Vice President
------------------------
Direct Dial: (215) 564-8074
January 24, 1996
Delaware Group Decatur 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 Decatur Fund, Inc. (referred to herein as the
"Company"), a Maryland corporation, intends to file a Rule 24f-2
Notice with the United States Securities and Exchange Commission in
connection with the sale of shares of the Decatur Income Fund A
Class, B Class, C Class, and Institutional Class, and the Decatur
Total Return Fund, A Class, B Class, C Class, and Institutional
Class.
The Notice will report that during the period beginning
December l, l994 and ending November 30, l995, the Company sold
shares of common stock of an aggregate public offering price of
$212,538,145 for the above Series and Classes pursuant to
Rule 24f-2 (not including $103,369,287 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 sold by the Company under the Securities Act of l933
(the "l933 Act") pursuant to the Rule during 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
of the Company under the l933 Act as such registration statement
was 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, Articles of Amendment and Articles
Supplementary of the Company; the By-Laws; the registration
statements under the l940 and l933 Acts and such minutes of the
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 pursuant to the Rule during the
period were fully paid, non-assessable and legally issued shares of
common stock 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 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/nlk
1620.1