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
Decatur Total Return Fund
3. Investment Company Act File Number: 811-750
Securities Act File Number: 33-13017
4. Last day of fiscal year for which this notice is filed:
11/30/96
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:
30,362,877 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: - 0 -
9. Number and aggregate sale price of securities sold during
the fiscal year: $570,929,835
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: $190,584,255
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $145,566,182<PAGE>
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):
$ 190,584,255
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 145,566,182
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 336,150,437
--------------
(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): - 0 -
--------------
(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)]: $ - 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: 01/29/97
---------------------- --------
Rosemary E. Milner
Vice President
----------------------
STRADLEY RONON STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial: (215) 564-8074
January 29, 1997
Delaware Group Decatur Fund, Inc.
One Commerce Square
Philadelphia, Pa. 19103
Gentlemen:
You have informed us that, in accordance with Rule
24f-2 (the "Rule") under the Investment Company Act of l940, as
amended, (the "l940 Act"), Delaware Group Decatur 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 ending November 30, l996, sold shares of common
stock of its 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 with an
aggregate public offering price of $190,584,255 (not including
$145,566,182 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 each
series registered 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
195984.1
