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 Delaware Fund, Inc.
2005 Market Street
Philadelphia, PA 19103
2. Name of each series or class of funds for which this notice
is filed:
Delaware Fund A Class Devon Fund A Class
Delaware Fund B Class Devon Fund B Class
Delaware Fund C Class Devon Fund C Class
Delaware Fund Devon Fund
Institutional Class Institutional Class
3. Investment Company Act File Number: 811-249
Securities Act File Number: 2-10765
4. Last day of fiscal year for which this notice is filed:
10/31/96
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: N/A
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: N/A
9. Number and aggregate sale price of securities sold during
the fiscal year: $71,496,611
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: $71,496,611
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $43,908,134
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):
$ 71,496,611
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 43,908,134
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 127,849,636
--------------
(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 1/33 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: 12/27/96
---------------------- --------
Rosemary E. Milner
Vice President
----------------------
STRADLEY RONON STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial: (215) 564-8074
December 27, 1996
Delaware Group Delaware 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 1940, as
amended, (the "1940 Act"), Delaware Group Delaware 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
Company, during the fiscal year ending October 31, 1996, sold
shares of common stock of the Company consisting of Delaware Fund
A Class shares, Delaware Fund B Class shares, Delaware Fund C
Class shares, Delaware Fund Institutional Class shares, Devon
Fund A Class shares, Devon Fund B Class shares, Devon Fund C
Class shares, and Devon Fund Institutional Class shares with an
aggregate public offering price of $71,496,611, (not including
$43,908,134 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 such shares of common stock sold by
the Company under the Securities Act of 1933 (the "1933 Act")
pursuant to the Rule during such period. You have informed us
that all shares sold under the Rule were issued in accordance
with the provisions relating thereto in the registration
statement of the Company under the 1933 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 of the Company; the By-Laws; the
registration statements under the 1940 and 1933 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 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 1933 Act and to the reference to us in the prospectus of the
Company as legal counsel who have passed upon the legality of the
offering of the company's common stock. We also consent to 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
A Partner
SMF/nlk
192592.1
