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 Delchester High-Yield Bond Fund, Inc.
2005 Market Street
Philadelphia, PA 19103
2. Name of each series or class of funds for which this notice
is filed:
Delchester Fund A Class
Delchester Fund B Class
Delchester Fund C Class
Delchester Fund Institutional Class
3. Investment Company Act File Number: 811-2701
Securities Act File Number: 2-37707
4. Last day of fiscal year for which this notice is filed:
07/31/96
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: $309,666,873
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: $309,666,873
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $59,914,818
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):
$ 309,666,873
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 59,914,818
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 322,742,946
--------------
(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): 46,838,745
--------------
(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)]: $ 16,151.29
==============
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). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: 09/17/96
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: 09/20/96
------------------------ --------
Rosemary E. Milner
Vice President
------------------------
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA 19103
(215) 564-8000
Fax (215) 564-8120
Direct Dial: (215) 564-8074
September 20, 1996
Delaware Group Delchester
High-Yield Bond Fund, Inc.
One Commerce Square
2005 Market Street
Philadelphia, Pa. l9l03
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 Delchester High-Yield Bond 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,
during the fiscal year ending July 3l, l996, the Company sold
shares of its common stock of the Delchester Fund A Class, the
Delchester Fund B Class, the Delchester Fund C Class, and the
Delchester Fund Institutional Class with an aggregate public
offering price of $309,666,873 (not including $59,914,818 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 sold by the Company under the
Securities Act of l933 (the "l933 Act") for such period in reliance
upon the Rule. 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 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 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 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
By: /S/STEVEN M. FELSENSTEIN
-------------------------
Steven M. Felsenstein
SMF/nlk
1623.2
