DELAWARE GROUP DECATUR FUND INC
497, 1997-07-01
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                          July 1, 1997

               DELAWARE GROUP EQUITY FUNDS V, INC.
                           VALUE FUND

        Supplement to Prospectuses dated January 29, 1997


     The following revises the portfolio manager information in
the section of the Prospectus entitled Management of the Fund:

     Christopher S. Beck, Vice President/Senior Portfolio Manager
of Value Fund ("Fund"), assumed primary responsibility for making
day-to-day investment decisions for the Fund in May 1997.  Mr.
Beck has been in the investment business for 16 years, starting
with Wilmington Trust in 1981.  Later, he became Director of
Research at Cypress Capital Management in Wilmington and Chief
Investment Officer of the University of Delaware Endowment Fund.
Prior to joining the Delaware Group in May 1997, he managed the
small cap value fund for two years at Pitcairn Trust Company.  He
holds a B.S. from the University  of Delaware, an M.B.A. from
Lehigh University and is a CFA charterholder.

     In making investment decisions for the Fund, Mr. Beck
regularly consults with Wayne A. Stork, Richard G. Unruh, Jr. and
Andrea Giles.  Mr. Stork, Chairman of Delaware Management
Company, Inc. and Delaware Group Equity Funds V, Inc.'s ("Equity
Funds V, Inc.") Board of Directors, is a graduate of Brown
University and attended New York University's Graduate School of
Business Administration.  Mr. Stork joined the Delaware Group in
1962 and has served in various executive capacities at different
times within the Delaware organization.  A graduate of Brown
University, Mr. Unruh received his MBA from the University of
Pennsylvania's Wharton School and joined the Delaware Group in
1982 after 19 years of investment management experience with
Kidder, Peabody & Co. Inc.  Mr. Unruh was named an Executive Vice
President of Equity Funds V, Inc. in 1994.  He is also a member
of the Board of Delaware Management Company, Inc. and was named
an Executive Vice President of Delaware Management Company, Inc.
in 1994.  Andrea Giles, Research Analyst for the Fund, holds a
BSAD from the Massachusetts Institute of Technology and an MBA in
Finance from Columbia University.  Prior to joining the Delaware
Group in 1996, she was an account officer in the Leveraged
Capital Group with Citibank.








                          July 1, 1997

              DELAWARE GROUP EQUITY FUNDS II, INC.
                         BLUE CHIP FUND
                          QUANTUM FUND

       Supplement to Prospectuses dated February 24, 1997

The following replaces the first sentence in the section of the
Prospectus entitled Dividends and Distributions:

     Delaware Group Equity Funds II, Inc. currently intends to
make annual payments from Blue Chip Fund's and Quantum Fund's net
investment income.  

     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     

                          July 1, 1997

                DELAWARE GROUP PREMIUM FUND, INC.
                   INTERNATIONAL EQUITY SERIES



The following revises information in the section of the Prospectus
entitled Expenses under Management of the Fund:

     Effective July 1, 1997, the annual expense cap for the
International Equity Series has been increased to 0.95%.  This
expense cap will be in effect through December 31, 1997.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                          July 1, 1997

                DELAWARE GROUP PREMIUM FUND, INC.
                   INTERNATIONAL EQUITY SERIES
                          VALUE SERIES
                  CONVERTIBLE SECURITIES SERIES

          Supplement to Prospectuses dated May 1, 1997


The following revises information in the section of the Prospectus
entitled Management of the Fund:

     Delaware Management Company, Inc. ("Manager") serves as
investment manager to the Convertible Securities Series
("Series").  Baback Zenouzi, currently a Vice President/Portfolio
Manager of Delaware Group Premium Fund, Inc. ("Fund"), has
primary responsibility for making day-to-day investment decisions
for this Series.  Mr. Zenouzi holds a BS in Finance and Economics
from Babson College in Wellesley, Massachusetts, and an MS in
Finance from Boston College.  Prior to joining the Manager in
1992, he was with The Boston Company where he held the positions
of assistant vice president, senior financial analyst, financial
analyst and portfolio accountant.

     Christopher S. Beck, a Vice President/Senior Portfolio
Manager of the Fund, assumed primary responsibility for making
day-to-day investment decisions for the Value Series ("Series")
in May 1997.  Mr. Beck has been in the investment business for 16
years, starting with Wilmington Trust in 1981.  Later, he became
Director of Research at Cypress Capital Management in Wilmington
and Chief Investment Officer of the University of Delaware
Endowment Fund.  Prior to joining the Delaware Group in May 1997,
he managed the small cap value fund for two years at Pitcairn
Trust Company.  He holds a B.S. from the University of Delaware,
an M.B.A. from Lehigh University and is a CFA charterholder.

     In making investment decisions for the respective Series,
Mr. Zenouzi and Mr. Beck regularly consult with Wayne A. Stork
and Richard G. Unruh, Jr.  Mr. Stork, Chairman of the Board of
Directors of the Manager and the Fund, is a graduate of Brown
University and attended New York University's Graduate School of
Business Administration.  Mr. Stork joined the Delaware Group in
1962 and has served in various executive capacities at different
times within the Delaware organization.  A graduate of Brown
University, Mr. Unruh received his MBA from the University of
Pennsylvania's Wharton School and joined the Delaware Group in
1982 after 19 years of investment management experience with
Kidder, Peabody & Co. Inc.  Mr. Unruh was named an Executive Vice
President of the Fund in 1994.  He is also a member of the Board
of the Manager and was named an Executive Vice President of the
Manager in 1994.  Mr. Beck also consults with Andrea Giles.  Ms.
Giles, Research Analyst for the Fund, holds a BSAD from the
Massachusetts Institute of Technology and an MBA in Finance from
Columbia University.  Prior to joining the Delaware Group in
1996, she was an account officer in the Leveraged Capital Group
with Citibank.

The following revises information in the section of the Prospectus
entitled Expenses under Management of the Fund:

     Effective July 1, 1997, the annual expense cap for the
International Equity Series has been increased to 0.95%.  This
expense cap as well as the expense caps stated in the Prospectus
for the other series of the Fund will be in effect through
December 31, 1997.
     
     
     


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