DELAWARE GROUP INCOME FUNDS INC, 485BPOS, 1997-03-03

DELAWARE GROUP INCOME FUNDS INC
485BPOS, 1997-03-03

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A
File No. 2-37707
File No. 811-2071

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 56 [X]

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 56
----

DELAWARE GROUP INCOME FUNDS, INC.
(formerly, Delaware Group Delchester High-Yield Bond Fund, Inc.)
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

1818 Market Street, Philadelphia, Pennsylvania 19103
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (215) 255-2923
--------------

George M. Chamberlain, Jr., 1818 Market Street, Philadelphia, PA 19103
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Public Offering: March 3, 1997
-------------

It is proposed that this filing will become effective:

______ immediately upon filing pursuant to paragraph (b)

___X__ on March 3, 1997 pursuant to paragraph (b)

______ 60 days after filing pursuant to paragraph (a)(1)

______ on (date) pursuant to paragraph (a)(1)

______ 75 days after filing pursuant to paragraph (a)(2)

______ on (date) pursuant to paragraph (a)(2) of Rule 485

Registrant has registered an indefinite amount of securities
under the Securities Act of 1933 pursuant to Section 24(f)
of the Investment Company Act of 1940. Registrant's 24f-2 Notice
for its most recent fiscal year was filed on September 20, 1996.

<PAGE>

--- C O N T E N T S ---

This Post-Effective Amendment No. 56 to Registration File No. 2-37707
includes the following:

1. Facing Page

2. Contents Page

3. Cross-Reference Sheet

4. Part A - Prospectuses and Supplement*

5. Part B - Statement of Additional Information*

6. Part C - Other Information*

7. Signatures

* This Post-Effective Amendment relates to the Registrant's three series of
shares and their classes: Delchester Fund - Delchester Fund A Class,
Delchester Fund B Class, Delchester Fund C Class and Delchester Fund
Institutional Class; Strategic Income Fund - Strategic Income Fund A Class,
Strategic Income Fund B Class, Strategic Income Fund C Class and Strategic
Income Fund Institutional Class; and High-Yield Opportunities Fund -
High-Yield Opportunities Fund A Class, High-Yield Opportunities Fund B
Class, High-Yield Opportunities Fund C Class and High-Yield Opportunities
Fund Institutional Class. Shares of each Series are described in separate
prospectuses, however, they share a common Statement of Additional
Information and Part C. The Registrant's Delchester Fund A Class, B Class
and C Class Prospectus and Delchester Fund Institutional Class Prospectus,
and Strategic Income Fund Institutional Class Prospectus each dated
September 30, 1996 are incorporated into this filing by reference to the
electronic filing of those Prospectuses made pursuant to Rule 485(b) on
September 27, 1996. The Supplement dated November 1, 1996 to the Delchester
Fund A Class, B Class and C Class Prospectus is incorporated into this
filing by reference to the electronic filing of the Supplement made
pursuant to Rule 497(e) on November 1, 1996. The Registrant's Strategic
Income Fund A Class, B Class and C Class Prospectus dated September 30,
1996 (as revised October 4, 1996) is incorporated into this filing by
reference to the electronic filing of that Prospectus made pursuant to Rule
497(e) on October 8, 1996. The Supplements, each dated November 21, 1996,
to the Strategic Income Fund A Class, B Class and C Class Prospectus and
Strategic Income Institutional Class Prospectus filed with the Commission
on that date pursuant to Rule 497(e) are not incorporated by reference into
this filing. These Supplements will be superseded by the Supplements
included in this filing. The Registrant's High-Yield Opportunities Fund A
Class, B Class, C Class and High-Yield Opportunities Fund Institutional
Class Prospectus, each dated December 27, 1996 are incorporated into this
filing by reference to the electronic filing of those Prospectuses made
pursuant to Rule 497(c) on January 2, 1997. The Statement of Additional
Information dated December 27, 1996 for Delchester Fund, Strategic Income
Fund and High-Yield Opportunities Fund is incorporated into this filing by
reference to the electronic filing of the Statement of Additional
Information made pursuant to Rule 497(c) on January 2, 1997.

<PAGE>

CROSS-REFERENCE SHEET*
----------------------

PART A**
---------

Location in
Item No. Description Prospectuses
- -------- ------------ ------------
<S> <C> <C> <C>

Delchester Fund
A Class/ Institutional
B Class/ Class
C Class

1 Cover Page.......................................Cover Page Cover Page

2 Synopsis.........................................Synopsis; Synopsis;
Summary of Summary of
Expenses Expenses

3 Condensed Financial Information..................Financial Financial
Highlights Highlights

4 General Description of Registrant ...............Investment Investment
Objective and Objective and
Policies; Shares; Policies; Shares;
Other Investment Other Investment
Policies and Risk Policies and Risk
Considerations Considerations

5 Management of the Fund ..........................Management Management
of the Fund of the Fund

6 Capital Stock and Other Securities ..............The Delaware Dividends and
Difference; Distributions;
Dividends and Taxes; Shares
Distributions;
Taxes; Shares

</TABLE>

<PAGE>

CROSS-REFERENCE SHEET*
----------------------

PART A**
---------

Location in
Item No. Description Prospectuses
- -------- ------------ ------------
<S> <C> <C> <C>
Delchester Fund
A Class/ Institutional
B Class/ Class
C Class

7 Purchase of Securities Being Offered.............Cover; How Cover; How
to Buy Shares; to Buy Shares;
Calculation of Calculation of
Offering Price Offering Price
and; Net and; Net
Asset Value; Asset Value;
Management Management
of the Fund of the Fund

8 Redemption or Repurchase.........................How to Buy How to Buy
Shares; Shares;
Redemption Redemption
and Exchange and Exchange

9 Legal Proceedings................................None None

</TABLE>

* This filing relates to Registrant's Delchester Fund A Class, Delchester
Fund B Class, Delchester Fund C Class and Delchester Fund Institutional
Class of Delchester Fund; Strategic Income Fund A Class, Strategic Income
Fund B Class, Strategic Income Fund C Class and Strategic Income Fund
Institutional Class of Strategic Income Fund; and High-Yield Opportunities
Fund A Class, High-Yield Opportunities Fund B Class, High-Yield
Opportunities Fund C Class and High-Yield Opportunities Fund Institutional
Class of High-Yield Opportunities Fund. Shares of each Series are
described in separate prospectuses, however, they share a common Statement
of Additional Information and Part C.
** The Registrant's Delchester Fund A Class, B Class and C Class Prospectus
and Delchester Fund Institutional Class Prospectus each dated September
30, 1996, are incorporated into this filing by reference to the electronic
filing of those Prospectuses made pursuant to Rule 485(b) on September 27,
1996. The Supplement dated November 1, 1996 to the Delchester Fund A
Class, B Class and C Class Prospectus is incorporated into this filing by
reference to the electronic filing of the Supplement made pursuant to Rule
497(e) on November 1, 1996.

<PAGE>

CROSS-REFERENCE SHEET*
----------------------

PART A**
---------

Location in
Item No. Description Prospectuses
- -------- ------------ ------------
<S> <C> <C> <C>
Strategic Income Fund
A Class/ Institutional
B Class/ Class
C Class

1 Cover Page.......................................Cover Page Cover Page

2 Synopsis.........................................Synopsis; Synopsis;
Summary of Summary of
Expenses Expenses

3 Condensed Financial Information..................Financial Financial
Highlights Highlights

5 Management of the Fund ..........................Management Management
of the Fund of the Fund

6 Capital Stock and Other Securities ..............The Delaware Dividends and
Difference; Distributions;
Dividends and Taxes; Shares
Distributions;
Taxes; Shares
</TABLE>

<PAGE>

CROSS-REFERENCE SHEET*
----------------------

PART A**
---------

Location in
Item No. Description Prospectuses
- -------- ------------ ------------
<S> <C> <C> <C>
Strategic Income Fund
A Class/ Institutional
B Class/ Class
C Class

7 Purchase of Securities Being Offered.............Cover; How to Cover; How to
Buy Shares; Buy Shares;
Calculation of Calculation of
Offering Price Offering Price
and Net and Net
Asset Value Asset Value
Per Share; Per Share;
Management Management
of the Fund of the Fund

8 Redemption or Repurchase.........................How to Buy How to Buy
Shares; Shares;
Redemption and Redemption and
Exchange Exchange

9 Legal Proceedings................................None None

</TABLE>

* This filing relates to Registrant's Delchester Fund A Class, Delchester
Fund B Class, Delchester Fund C Class and Delchester Fund Institutional
Class of Delchester Fund; Strategic Income Fund A Class, Strategic Income
Fund B Class, Strategic Income Fund C Class and Strategic Income Fund
Institutional Class of Strategic Income Fund; and High-Yield Opportunities
Fund A Class, High-Yield Opportunities Fund B Class, High-Yield
Opportunities Fund C Class and High-Yield Opportunities Fund Institutional
Class of High-Yield Opportunities Fund. Shares of each Series are
described in separate prospectuses, however, they share a common Statement
of Additional Information and Part C.
** The Registrant's Strategic Income Fund A Class, B Class, and C Class
Prospectus dated September 30, 1996 (as revised October 4, 1996) and
Strategic Income Fund Institutional Class Prospectus dated September 30,
1996, are incorporated into this filing by reference to the electronic
filing of those Prospectuses made pursuant to Rule 497(e) on October 8,
1996 and Rule 485(b) on September 27, 1996, respectively. The Supplements,
each dated November 21, 1996, to the Strategic Income Fund A Class, B
Class and C Class Prospectus and Strategic Income Institutional Class
Prospectus filed with the Commission on that date pursuant to Rule 497(e)
are not incorporated by reference into this filing. These Supplements will
be superseded by the Supplements included in this filing.

CROSS-REFERENCE SHEET*
----------------------

PART A**
---------

Location in
Item No. Description Prospectuses
- -------- ------------ ------------
<S> <C> <C> <C>
High-Yield Opportunities Fund
A Class/ Institutional
B Class/ Class
C Class

1 Cover Page.......................................Cover Page Cover Page

2 Synopsis.........................................Synopsis; Synopsis;
Summary of Summary of
Expenses Expenses

3 Condensed Financial Information..................N/A N/A

4 General Description of Registrant ...............Investment Investment
Objective and Objective and
Policies; Policies;
Shares; Other Shares; Other
Investment Investment
Policies Policies
and Risk and Risk
Considerations Considerations

5 Management of the Fund ..........................Management Management
of the Fund of the Fund

6 Capital Stock and Other Securities ..............The Delaware Dividends and
Difference; Distributions;
Dividends and Taxes; Shares
Distributions;
Taxes; Shares
</TABLE>

<PAGE>

CROSS-REFERENCE SHEET*
----------------------

PART A**
---------

Location in
Item No. Description Prospectuses
- -------- ------------ ------------
<S> <C> <C> <C>
High-Yield Opportunities Fund
A Class/ Institutional
B Class/ Class
C Class

7 Purchase of Securities Being Offered.............Cover; How to Cover; How to
Buy Shares; Buy Shares;
Calculation of Calculation of
Offering Price and Net Asset Value
Net Asset Value Per Share;
Per Share; Management of
Management of the Fund
the Fund

8 Redemption or Repurchase.........................How to Buy How to Buy
Shares; Shares;
Redemption and Redemption and
Exchange Exchange

9 Legal Proceedings.................................None None

</TABLE>

<PAGE>

CROSS-REFERENCE SHEET
----------------------

PART B*
---------

Location in Statement
Item No. Description of Additional Information
- -------- ------------ --------------------------

10 Cover Page.................................. Cover Page

11 Table of Contents........................... Table of Contents

12 General Information and History............. General Information

13 Investment Objectives and Policies.......... Investment Objectives
and Policies

14 Management of the Registrant................ Officers and Directors

15 Control Persons and Principal Holders
of Securities............................... Officers and Directors

16 Investment Advisory and Other Services...... Plans Under Rule 12b-1
for the Fund Classes
(under Purchasing Shares);
Investment Management
Agreements and
Sub-Advisory Agreement;
Officers and Directors;
General Information;
Financial Statements

17 Brokerage Allocation........................ Trading Practices
and Brokerage

18 Capital Stock and Other Securities.......... Capitalization and
Noncumulative Voting
under General Information)

19 Purchase, Redemption and Pricing of
Securities Being Offered.................... Purchasing Shares;
Determining Offering Price
and Net Asset Value;
Redemption and Repurchase;
Exchange Privilege

20 Tax Status.................................. Taxes

21 Underwriters ............................... Purchasing Shares

22 Calculation of Performance Data............. Performance Information

23 Financial Statements........................ Financial Statements

* The Statement of Additional Information dated December 27, 1996 for
Delchester Fund, Strategic Income Fund and High-Yield Opportunities Fund
is incorporated into this filing by reference to the electronic filing of
the Statement of Additional Information made pursuant to Rule 497(c) on
January 2, 1997.

<PAGE>

CROSS-REFERENCE SHEET
----------------------

PART C
---------

Location in
Item No. Description Part C
- -------- ------------ ------------

24 Financial Statements and Exhibits......................Item 24

25 Persons Controlled by or under Common
Control with Registrant................................Item 25

26 Number of Holders of Securities........................Item 26

27 Indemnification........................................Item 27

28 Business and Other Connections of
Investment Adviser.....................................Item 28

29 Principal Underwriters.................................Item 29

30 Location of Accounts and Records.......................Item 30

31 Management Services....................................Item 31

32 Undertakings...........................................Item 32

<PAGE>

The Registrant's Delchester Fund A Class, B Class and C Class Prospectus and
Delchester Fund Institutional Class Prospectus; and Strategic Income Fund
Institutional Class Prospectus each dated September 30, 1996, are incorporated
into this filing by reference to the electronic filing of those Prospectuses
made pursuant to Rule 485(b) on September 27, 1996. The Supplement dated
November 1, 1996 to the Delchester Fund A Class, B Class and C Class Prospectus
is incorporated into this filing by reference to the electronic filing of the
Supplement made pursuant to Rule 497(e) on November 1, 1996. The Registrant's
Strategic Income Fund A Class, B Class and C Class Prospectus dated September
30, 1996 (as revised October 4, 1996) is incorporated into this filing by
reference to the electronic filing of that Prospectus made pursuant to Rule
497(e) on October 8, 1996. The Supplements, each dated November 21, 1996, to the
Strategic Income Fund A Class, B Class and C Class Prospectus and Strategic
Income Institutional Class Prospectus, respectively, filed with the Commission
on that date pursuant to Rule 497(e) are not incorporated by reference into this
filing. These Supplements will be superseded by the Supplements included in this
filing. The Registrant's High-Yield Opportunities Fund A Class, B Class and C
Class Prospectus and High-Yield Opportunities Fund Institutional Class
Prospectus each dated December 27, 1996 are incorporated into this filing by
reference to the electronic filing of those Prospectuses made pursuant to Rule
497(e) January 2, 1997. The Statement of Additional Information dated December
27, 1996 for Delchester Fund, Strategic Income Fund and High-Yield Opportunities
Fund is incorporated into this filing by reference to the electronic filing of
the Statement of Additional Information made pursuant to Rule 497(c) on January
2, 1997.

<PAGE>

MARCH 3, 1997

STRATEGIC INCOME FUND
A CLASS/B CLASS/C CLASS

SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 30, 1996
(AS REVISED OCTOBER 4, 1996)

The following supplements the Prospectus.

Financial Highlights

The following unaudited financial highlights for Strategic Income Fund is
derived from the unaudited financial statements of Strategic Income Fund (the
"Fund") for the period September 30, 1996 (date of initial public offering)
through January 31, 1997. The data should be read in conjunction with the
financial statements and related notes which are included with Delaware Group
Income Funds, Inc.'s Statement of Additional Information

<PAGE>

Strategic Strategic Strategic
Income Fund Income Fund Income Fund
A Class B Class C Class
------------ ------------ ------------
Unaudited Unaudited Unaudited
9/30/96(1) 9/30/96(1) 9/30/96(1)
through through through
1/31/97 1/31/97 1/31/97
------------ ------------ ------------
<S> <C> <C> <C>

Net Asset Value, Beginning of Period...................... $5.5000 $5.5000 $5.5000

Income From Investment Operations
Net Investment Income..................................... 0.1129 0.1045 0.1045
Net Gains (Losses) on Securities
(both realized and unrealized)........................ 0.0971 0.0960 0.0860
------ ------ ------
Total From Investment Operations................... 0.2100 0.2005 0.1905
------ ------ ------

Less Distributions
Dividends from Net Investment Income...................... 0.1100 0.1005 0.1005
Distributions from Capital Gains.......................... none none none
Returns of Capital........................................ none none none
------ ------- ------
Total Distributions................................ 0.1100 0.1005 0.1005
------ ------- ------

Net Asset Value, End of Period............................ $5.6000 $5.6000 $5.5900
======= ======= =======

- ------------------------

Total Return ........................................... 3.83%(2)(3) 3.66%(2)(3) 3.66%(2)(3)
- ------------

- ------------------------

Ratios/Supplemental Data
- -------------------------

Net Assets, End of Period (000's omitted)................. $6,044 $3,504 $628
Ratio of Expenses to Average Daily Net Assets............. 1.00% 1.75% 1.75%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation........................... 2.59% 3.34% 3.34%
Ratio of Net Investment Income to Average
Daily Net Assets...................................... 8.22% 7.56% 7.28%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation........................... 6.63% 5.97% 5.69%
Portfolio Turnover Rate................................... 140% 140% 140%

</TABLE>

(1) Date of initial public offering; ratios have been annualized but total
return has not been annualized. Total return for this short of a time
period may not be representative of longer term results.
(2) Does not reflect maximum sales charge of 4.75%, nor the 1% Limited CDSC
that would apply in the event of certain redemptions within 12 months of
purchase for Class A Shares. Does not reflect contingent deferred sales
charge which varies from 1%-4% depending upon the holding period for Class
B Shares and 1% for Class C Shares for 12 months from the date of
purchase.
(3) Total return reflects the expense limitations referenced under Summary of
Expenses in the Prospectus.

<PAGE>

The following replaces the information that appears in the second paragraph on
page 1 of the Prospectus:

This Fund may invest up to 60% of its assets in high-yielding, lower-rated or
unrated fixed-income securities issued by U.S. companies, commonly known as
"junk bonds." In addition, the Fund may invest a portion of its assets in
fixed-income securities of issuers in foreign countries and denominated in
foreign currencies and in U.S. equity securities, which may be unrated or rated
below investment grade. Junk bonds and lower rated securities involve greater
risks, including default risks, than higher rated securities. Purchasers should
carefully assess these risks before investing in this Fund. See Investment
Objective and Policies, Special Risk Considerations, and Appendix B -- Ratings.

The following replaces paragraph number 1. under the heading Risk Factors on
page 2 of the Prospectus:

1. The Fund may invest up to 60% of its assets in high-yield, higher risk
fixed-income securities issued by U.S. companies ("junk bonds"). In addition, a
portion of the Fund's foreign fixed-income securities and U.S. equity securities
may be rated below investment grade. Such securities may increase the risks of
an investment in this Fund. See High-Yield Securities under Special Risk
Considerations.

The following supplements the information that appears in the Prospectus under
the heading Dividends and Distributions:

Effective as of November 23, 1996, the Fund expects to declare a dividend each
day and to pay such dividends once each month.

Purchases of shares by wire begin earning dividends when converted into Federal
Funds and are available for investment, normally the next business day after
receipt. However, if the Fund is given prior notice of Federal Funds wire and an
acceptable guarantee of timely receipt from an investor meeting the Fund's
credit policies, the purchase will start earning dividends on the day the wire
is received. Purchases by check earn dividends upon conversion to Federal Funds,
normally one business day after receipt.

Dividends will be declared for each day to all shareholders of record as of the
time the offering price of shares is determined. See Purchase Price and
Effective Date under How to Buy Shares. Thus, when redeeming shares, dividends
continue to be credited up to and including the date of redemption.

The following amends the information in the fifth paragraph under the heading
Buying Class A Shares at Net Asset Value on page 19 of the Prospectus:

Effective November 1, 1996, the "NAV/Delaware Group Asset Planner Accommodation
Program" has been discontinued. This program permitted certain investors who
were already shareholders in any Delaware Group fund or those who were
transferring assets into a Delaware Group individual retirement account ("IRA")
from another IRA outside the Delaware Group or from a qualified plan
distribution to invest in Delaware Group funds at net asset value when using

<PAGE>

the Asset Planner service. All share purchases through Delaware Group Asset
Planner are now subject to applicable sales charges. Delaware Group Asset
Planner is an asset allocation service that gives investors, working with a
financial professional, the ability to more easily design and maintain
investments in a diversified selection of Delaware Group mutual funds. See The
Delaware Difference and How to Buy Shares in the Prospectus.

The following amends the information in the third paragraph under the heading
Delaware Group Asset Planner on page 25 of the Prospectus:

Effective November 1, 1996, the annual $35 Asset Planner fee will be waived
until further notice. Investors who utilize the Asset Planner for an IRA will
continue to pay the annual IRA fee of $15 per Social Security number.

<PAGE>

MARCH 3, 1997

STRATEGIC INCOME FUND
INSTITUTIONAL CLASS

SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 30, 1996

The following supplements the Prospectus.

Financial Highlights

The following unaudited financial highlights for Strategic Income Fund
is derived from the unaudited financial statements of Strategic Income Fund (the
"Fund") for the period September 30, 1996 (date of initial public offering)
through January 31, 1997. The data should be read in conjunction with the
financial statements and related notes which are included with Delaware Group
Income Funds, Inc.'s Statement of Additional Information.

<PAGE>

Strategic Income
Fund
Institutional
Class
-------------
Unaudited
9/30/96(1)
through
1/31/97
-------------

Net Asset Value, Beginning of Period...................... $5.5000

Income From Investment Operations
- ----------------------------------
Net Investment Income..................................... 0.1202
Net Gains (Losses) on Securities
(both realized and unrealized)........................ 0.0938
------
Total From Investment Operations................... 0.2140
------

Less Distributions
- -------------------
Dividends from Net Investment Income...................... 0.1140
Distributions from Capital Gains.......................... none
Returns of Capital........................................ none
----
Total Distributions................................ 0.1140
------

Net Asset Value, End of Period............................ $5.6000
=======

- ------------------------------

Total Return ........................................... 3.91%(2)
- ------------

- ------------------------------

Ratios/Supplemental Data
- -------------------------

Net Assets, End of Period (000's omitted)................. $3,117
Ratio of Expenses to Average Daily Net Assets............. 0.75%
Ratio of Expenses to Average Daily Net Assets
Prior to Expense Limitation........................... 2.34%
Ratio of Net Investment Income to Average
Daily Net Assets...................................... 7.00%
Ratio of Net Investment Income to Average Daily Net Assets
Prior to Expense Limitation........................... 5.41%
Portfolio Turnover Rate................................... 140%

- ------------------------------

(2) Total return reflects the expense limitations referenced under Summary of
Expenses in the Prospectus.

<PAGE>

The following replaces the information that appears in the second paragraph on
page 1 of the Prospectus:

The following replaces paragraph number 1. under the heading Risk Factors on
page 2 of the Prospectus:

The following supplements the information that appears in the Prospectus under
the heading Dividends and Distributions:

Effective as of November 23, 1996, the Fund expects to declare a dividend each
day and to pay such dividends once each month.

<PAGE>

MARCH 3, 1997
DELAWARE GROUP INCOME FUNDS, INC.
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION DATED
DECEMBER 27, 1996

The following supplements the information in the section of the
Statement of Additional Information entitled Performance Information.

The 30-day yield of Strategic Income Fund A Class, Strategic Income
Fund B Class, Strategic Income Fund C Class and Strategic Income Fund
Institutional Class as of January 31, 1997 was 7.23%, 6.86%, 6.86% and 7.86%,
respectively.

The performance of Class A Shares, Class B Shares, Class C Shares and
Institutional Class shares of Strategic Income Fund, as shown below, is the
cumulative total return quotations through January 31, 1997.

Cumulative Total Return(1)

Strategic Strategic Strategic
Income Income Income Fund
Fund A Class Fund A Class Institutional
(at Offer) (at NAV) Class
<S> <C> <C> <C>
3 months ended 1/31/97 (2.21%) 2.71% 2.60%

Period 9/30/96(2) (1.03%) 3.83% 3.91%
through 1/31/97

Strategic Strategic Strategic Strategic
Income Income Income Income
Fund B Class Fund B Class Fund C Class Fund C Class
(Including (Excluding (Including (Excluding
Deferred Deferred Deferred Deferred
Sales Charge) Sales Charge) Sales Charge) Sales Charge)
<S> <C> <C> <C> <C>
3 months ended 1/31/97 (1.47%) 2.54% 1.54% 2.54%

Period 9/30/96(2)
through 1/31/97 (0.35%) 3.66% 2.66% 3.66%

</TABLE>

(1) The Manager has elected voluntarily to waive that portion, if any, of the
annual management fees payable by Strategic Income Fund (the "Fund") and to
pay certain expenses of the Fund to the extent necessary to ensure that the
Total Operating Expenses of Class A Shares, Class B Shares, Class C Shares
and Institutional Class shares of the Fund, respectively, do not exceed
1.00%, 1.75%, 1.75% and 0.75% (in each case, exclusive of taxes, interest,
brokerage commissions and extraordinarly expenses, but inclusive of
applicable 12b-1 expenses) through June 30, 1997. In the absence of such
waiver, performance would have been affected negatively.

(2) Date of initial public offering; total return for this short of a time
period may not be representative of longer term results.

<PAGE>

The following provides updated information in the section of the Statement of
Additional Information entitled Officers and Directors.

As of February 6, 1997, the officers and directors of Delaware Group
Income Funds, Inc. ("Income Funds, Inc.") owned less than 1% of the outstanding
shares of Class B Shares, Class C Shares and Institutional Class Shares of
Delchester Fund and approximately 2.48% of the outstanding shares of the Class A
Shares of Delchester Fund. As of the same date, Income Funds, Inc.'s officers
and directors owned less than 1% of Class A Shares, Class B Shares, Class C
Shares and Institutional Class shares of Strategic Income Fund, less than 1% of
Class B Shares, Class C Shares and Institutional Class shares of High-Yield
Opportunities Fund, and approximately 99.98% of the outstanding shares of the
Class A Shares of High-Yield Opportunities Fund.

Management believes the following accounts held 5% or more of the
outstanding shares of a Class as of February 6, 1997:

Class Name and Address of Account Share Amount Percentage
- ------ ---------------------------- -------------- -----------
Delchester Fund MLPF&S for the sole benefit 4,600,472 36.64%
A Class of its customers
Attn: Fund Administration
4800 Deer Lake Drive East
3rd floor
Jacksonville, FL 32246-6484

National City Bank 735,234 5.86%
FBO McKeesport Hospital
U/A DTD 1-31-91
Attn: Mutual Funds P10495003
P.O. Box 94777
Cleveland, OH 44101-4777

Delchester Fund MLPF&S for the sole benefit 3,001,159 59.94%
B Class of its customers
Attn: Fund Administration
4800 Deer Lake Drive East
3rd floor
Jacksonville, FL 32246-6484

Delchester Fund MLPF&S for the sole benefit 164,133 15.43%
C Class of its customers
Attn: Fund Administration
4800 Deer Lake Drive East
3rd floor
Jacksonville, FL 32246-6484

<PAGE>

Class Name and Address of Account Share Amount Percentage
- ------ ---------------------------- -------------- -----------
Donaldson Lufkin Jenrette 86,476 7.94%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052

Peggy Ann Keeling 61,047 5.73%
7322 Nicaragua Circle
Buena Park, CA 90620-1238

Delchester Fund Nationwide Life Insurance 2,094,123 22.34%
Institutional Company
Class c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029

Bear Stearns for the exclusive 2,037,940 21.74%
benefit of Raymond G. Perelman
Charitable Remainder Unitrust
One Metrotech Center North
Brooklyn, NY 11201-3857

Charles Schwab & Co. Inc. 1,275,841 13.61%
Attn: Mutual Fund Dept.
101 Montgomery Street
San Francisco, CA 94104-4122

RS DMC Employee Profit 1,112,072 11.86%
Sharing Plan
Delaware Management Co.
Employee Profit Sharing Trust
c/o Rick Seidel
1818 Market Street
Philadelphia, PA 19103-3682

Ogden Financial Services Inc. 632,864 6.75%
Attn: George Warren
3411 Silverside Road
103 Springer Building
Wilmington, DE 19810-4811

<PAGE>

Class Name and Address of Account Share Amount Percentage
- ------ ---------------------------- -------------- -----------
Strategic Income Nancy C. Morris & Roland Morris 52,477 6.60%
Fund A Class Estate of Theodore H. Morris
4200 Liberty Place
Philadelphia, PA 19116-1535

NFSC FEBO #BQD-943134 44,414 5.59%
NFSC/FMTC IRA
FBO Warren D. Wright
744 South Avenue
New Canaan, CT 06840-6736

DMTC Custodian for the IRA of 40,476 5.09%
Joanne S. Bagnell
905 Stony Lane
Gladwyne, PA 19035-1125

Strategic Income Merrill Lynch Inc. 45,677 10.18%
Fund B Class Mutual Fund Operations
P.O. Box 41621
Jacksonville, FL 32202-1621

Gloria H. Edwards 30,178 6.73%
223 Mineral Springs Road
Darlington, SC 29532-2153

Carew F. Rowell 26,121 5.82%
1621 North Valencia
Albany, GA 31707-3732

NFSC FEBO # BNX-179221 23,590 5.26%
Loy B. Luekenga Farms Inc
Attn: Loy B. Luekenga
P.O. Box 67
Colony, OK 73201-0067

<PAGE>
Class Name and Address of Account Share Amount Percentage
- ------ ---------------------------- -------------- -----------
Strategic Income Merrill Lynch Inc. 32,738 29.12%
Fund C Class Mutual Fund Operations
P.O. Box 41621
Jacksonville, FL 32202-1621

First Trust Corporation 29,969 26.67%
TRST Joseph Yanes
P.O.Box 173301
Denver, CO 80217-3301

Anna P. Tribou 11,730 10.44%
4728 Gary Mikel Avenue
Metairie, LA 70002-1462

DMTC C/F the rollover IRA of 10,752 9.57%
Jennifer M. Reinecke
Reinhard Reinecke - conservator
P.O. Box 7048
Laguna Niguel, CA 92607-7048

Strategic Income Chicago Trust Company 556,650 99.99%
Fund FBO Lincoln National Corp.
Institutional Employee Retirement Trust
Class 1000 N. Water Street TR 14
Milwaukee, WI 53202-3197

High-Yield Wayne A. Stork 897,666 92.41%
Opportunities 5727 Twin Silo Road
Fund A Class Doylestown, PA 18901-9507

DMTC Custodian for 73,461 7.56%
Richard G. Unruh, Jr.
164 Rose Lane
Haverford, PA 19041-1618

High-Yield Chicago Trust Company 545,454 99.99%
Opportunities FBO Lincoln National Corp.
Fund Employee Retirement Plan
Institutional c/o Marshall & Isley Trust Co.
Class P.O. Box 2977
Milwaukee, WI 53201-2977

<PAGE>

The following replaces the section of the Statement of Additional
Information entitled Financial Statements.

FINANCIAL STATEMENTS

Ernst & Young LLP serves as the independent auditors for Income Funds,
Inc. and, in its capacity as such, audits the financial statements contained in
Income Funds, Inc.'s Annual Report. Delchester Fund's Statement of Net Assets,
Statement of Operations, Statement of Changes in Net Assets and Notes to
Financial Statements for the fiscal year ended July 31, 1996, as well as the
report of Ernst & Young LLP, independent auditors, are included in Delchester
Fund's Annual Report to shareholders. The financial statements, the notes
relating thereto and the report of Ernst & Young LLP listed above are
incorporated by reference from the Annual Report into this Part B. Unaudited
financial information for the period September 30, 1996 (date of initial public
offering) through January 31, 1997 for Strategic Income Fund follows.

<PAGE>

Delaware Group Income Funds, Inc. -
Strategic Income Fund
Statement of Net Assets
January 31, 1997
(Unaudited) Market
Principal Value
Amount (U.S. $)
<S> <C> <C> <C>
CORPORATE BONDS - 46.34%
Aerospace & Defense - 0.75%
Lockheed notes 6.75% 03/15/03 . . . . . . 100,000 $ 100,000
----------------
100,000
----------------

Automobile & Auto Equipment - 3.16%
*CSK Auto sr sub notes 11.00% 11/01/06 . . . . . . 150,000 157,688
*Delco Remy International sr sub notes 10.625% 08/01/06 . . . . . . 100,000 106,500
*Motors & Gears sr notes 10.75% 11/15/06 . . . . . . 100,000 102,750
Speedy Muffler King notes 10.875% 10/01/06 . . . . . . .50,000 52,625
----------------
419,563
----------------

Banking, Finance & Insurance - 7.98%
Aetna Industries sr notes 11.875% 10/01/06 . . . . . . 100,000 107,750
CNA Financial notes 6.25% 11/15/03 . . . . . . 160,000 154,600
Credit Foncier de France sr unsub seasoned 8.00% 01/14/02 . . . . . . 200,000 209,500
*Imperial Credit Industries sr notes 9.875% 01/15/07 . . . . . . 200,000 205,500
Key Bank of Washington sub notes series BKN1 7.125% 08/15/06 . . . . . . 125,000 124,688
Lehman Brothers Holdings notes 7.25% 10/15/03 . . . . . . 100,000 100,250
U.S. Bancorp sub notes 8.125% 05/15/02 . . . . . . 150,000 159,000
----------------
1,061,288
----------------

Building & Materials - 1.16%
*Clarks Material sr notes 10.75% 11/15/06 . . . . . . 100,000 105,125
Ford Motor Credit debs 7.50% 08/01/26 . . . . . . .50,000 49,375
----------------
154,500
----------------

Cable, Media & Publishing - 3.70%
Adelphia Communications sr notes 12.50% 05/15/02 . . . . . . 200,000 205,500
Cablevision Industries sr sub notes 10.75% 04/01/04 . . . . . . .35,000 36,400
*Katz Media sr sub notes 10.50% 01/15/07 . . . . . . .50,000 51,063
News America Holdings debs 8.875% 04/26/23 . . . . . . .90,000 95,625
Time Warner notes 8.180% 08/15/07 . . . . . . 100,000 103,250
----------------
491,838
----------------

Chemicals - 2.79%
*Astor sr sub notes 10.50% 10/15/06 . . . . . . .50,000 52,250
NL Industries sr notes 11.75% 10/15/03 . . . . . . 150,000 158,438
Sterling Chemicals sr sub notes 11.75% 08/15/06 . . . . . . 150,000 159,938
----------------
370,626
----------------

Computer & Technology - 0.41%
Unisys sr notes 11.75% 10/15/04 . . . . . . .50,000 53,875
----------------
53,875
----------------

Consumer Products - 1.75%
*Pen-Tab Industries sr sub notes 10.875% 02/01/07 . . . . . . 125,000 127,031
*Shop Vac sr notes 10.625% 09/01/03 . . . . . . 100,000 106,125
----------------
233,156
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Energy - 1.54%
Clark USA sr notes series B 10.875% 12/01/05 . . . . . . 200,000 204,750
----------------
204,750
----------------

Environmental Services - 3.08%
*Loomis Fargo & Co sr sub notes 10.00% 01/15/04 . . . . . . 200,000 205,000
*Petro Stopping Centers sr notes 10.50% 02/01/07 . . . . . . 200,000 204,500
----------------
409,500
----------------

Food, Beverage & Tobacco - 3.30%
*CFP Holdings sr notes 11.625% 01/15/04 . . . . . . 175,000 180,250
*Core-Mark International sr sub notes 11.375% 09/15/03 . . . . . . 250,000 257,813
----------------
438,063
----------------

Industrial Machinery - 1.11%
Goss Graphics System sr sub notes 12.00% 10/15/06 . . . . . . .50,000 52,438
IMO Industries sr sub notes 11.75% 05/01/06 . . . . . . 100,000 95,250
----------------
147,688
----------------

Leisure, Lodging & Entertainmt - 1.09%
Trump Atlantic City 1st mtg notes 11.25% 05/01/06 . . . . . . 150,000 145,313
----------------
145,313
----------------

Metals & Mining - 1.75%
Commonwealth Aluminum sr sub notes 10.75% 10/01/06 . . . . . . .75,000 77,813
Weirton Steel sr notes 11.375% 07/01/04 . . . . . . 150,000 155,438
----------------
233,251
----------------

Packaging & Containers - 1.97%
Four M Corp sr notes series B 12.00% 06/01/04 . . . . . . 100,000 105,500
Portola Packaging sr notes 10.75% 10/01/05 . . . . . . 150,000 156,188
----------------
261,688
----------------

Retail - 3.50%
Finlay Fine Jewelry sr notes 10.625% 05/01/03 . . . . . . .50,000 53,125
Fleming Companies sr notes 10.625% 12/15/01 . . . . . . 300,000 311,250
Grand Union sr notes 12.00% 09/01/04 . . . . . . 100,000 101,500
----------------
465,875
----------------

Telecommunications - 0.28%
Lenfest Communication sr sub notes 10.50% 06/15/06 . . . . . . .35,000 37,100
----------------
37,100
----------------

Textiles & Furniture - 0.40%
Clark-Schwebel sr notes series B 10.50% 04/15/06 . . . . . . .50,000 53,063
----------------
53,063
----------------

Transportation & Shipping - 2.16%
*Atlantic Express 10.75% 02/01/04 . . . . . . 125,000 128,750
Ameriking sr notes 10.75% 12/01/06 . . . . . . .50,000 52,188
Blue Bird Body sr sub notes 10.75% 11/15/06 . . . . . . 100,000 105,750
----------------
286,688
----------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Miscellaneous - 4.46%
*Atrium sr sub notes 10.50% 11/15/06 . . . . . . 150,000 155,063
*Hawk sr notes 10.25% 12/01/03 . . . . . . 225,000 229,781
*LDM Technologies sr sub notes 10.75% 01/15/07 . . . . . . 200,000 207,500
----------------
592,344
----------------
Total Corporate Bonds (cost $6,071,461) 6,160,169
----------------

FOREIGN BONDS - 25.94%
Australia - 3.64%
Australian Government 13.00% 07/15/00 . . . . . . 200,000 182,297
Bank of Austria 10.875% 11/17/04 . . . . . . 150,000 134,149
Commerzbank 10.50% 01/19/00 . . . . . . 200,000 167,424
----------------
483,870
----------------

Canada - 3.63%
Electric Power Development 10.375% 09/27/01 . . . . . . 200,000 174,179
General Electric Capital of Canada 7.125% 02/12/04 . . . . . . .80,000 61,213
InterAmerica Development Bank Notes 7.250% 11/03/03 . . . . . . 100,000 77,305
Kansai International Airport 8.00% 07/02/03 . . . . . . .80,000 64,070
Kingdom of Norway 8.375% 01/27/03 . . . . . . 130,000 105,982
----------------
482,749
----------------

Greece - 1.96%
European Investment Bank 17.50% 03/08/99 . . . . .30,000,000 132,303
International Finance 15.25% 05/11/99 . . . . .30,000,000 127,942
----------------
260,245
----------------

Italy - 0.75%
Italian Government 10.50% 01/01/03 . . . . 130,000,000 99,992
----------------
99,992
----------------

New Zealand - 1.07%
New Zealand Government 8.00% 02/15/01 . . . . . . 100,000 70,769
New Zealand Government 8.00% 11/15/06 . . . . . . 100,000 71,802
----------------
142,571
----------------

South Africa - 4.75%
Electric Supply Communication 11.00% 06/01/08 . . . . . 1,800,000 302,789
Republic of South Africa 12.50% 01/15/02 . . . . . 1,650,000 329,078
----------------
631,867
----------------

Spain - 2.71%
European Investment Bank 8.90% 02/01/01 . . . . .23,000,000 183,138
Spanish Government 11.30% 01/15/02 . . . . .20,000,000 176,891
----------------
360,029
----------------

Sweden - 1.88%
Swedish Government 10.25% 05/05/03 . . . . . 1,500,000 249,775
----------------
249,775
----------------

United Kingdom - 5.55%
Abbey National Treasury 8.00% 04/02/03 . . . . . . .80,000 130,026
Anglian Water 12.00% 01/07/14 . . . . . . .60,000 126,403
Blue Circle 10.75% 11/29/13 . . . . . . .40,000 76,022
Glaxo Wellcome 8.75% 12/01/05 . . . . . . .60,000 100,582
J. Sainsbury 8.25% 12/22/00 . . . . . . .30,000 49,300
John Lewis 10.50% 01/23/14 . . . . . . .40,000 75,221
Nippon Telegraph & Telephone 10.88% 05/10/01 . . . . . . .30,000 53,744
Pearson 10.50% 06/13/08 . . . . . . .40,000 72,979
Thames Water Utilities 10.50% 11/21/01 . . . . . . .30,000 53,533
----------------
737,810
----------------
Total Foreign Bonds (cost $3,497,049) 3,448,908
----------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>

AGENCY MORTGAGE-BACKED SECURITIES - 4.06%
Federal Home Loan Mortgage Corporation-Gold 7.00% 06/01/11 . . . . . . .97,146 97,328
FNCL 7.00% 07/01/26 . . . . . . .49,883 48,917
Federal National Mortgage Association 6.50% 06/01/11 . . . . . . 100,626 98,991
Federal National Mortgage Association 6.50% 10/01/11 . . . . . . .75,271 74,048
Federal National Mortgage Association 7.00% 02/01/26 . . . . . . .52,761 51,771
Federal National Mortgage Association 6.50% 03/01/26 . . . . . . .98,599 94,347
Federal National Mortgage Association 7.00% 12/01/26 . . . . . . .75,634 74,121
----------------
Total Agency Mortgage-Backed Securities (cost $540,879) 539,523
----------------

ASSET- BACKED SECURITIES - 1.50%
Green Tree Home Improvement Loan Trust 96-F HEA3 6.90% 01/15/28 . . . . . . 100,000 99,688
UCFC Home Equity Loan 96-D1 A3 6.541% 11/15/13 . . . . . . 100,000 99,688
----------------
Total Asset-Backed Securites (cost $199,984) 199,376
----------------

COLLATERALIZED MORTGAGE OBLIGATIONS (CMO) - 3.76%
Asset Securization 96-D3 A1B 7.21% 10/13/26 . . . . . . 100,000 101,438
Federal Home Loan Mortgage Corporation 6.15% 01/15/17 . . . . . . 100,000 99,711
Mortgage Capital Funding 96-MC2 A1 6.758% 12/21/26 . . . . . . 199,434 198,655
Norwest Asset Securities 97-1 A8 7.25% 02/25/12 . . . . . . 100,000 100,563
----------------
Total Collateralized Mortgage Obligations (cost $503,381) 500,367
----------------

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION OBLIGATIONS - 1.76%
Government National Mortgage Association I 10.00% 07/15/17 . . . . . . .73,621 81,443
Government National Mortgage Association 9.50% 09/15/17 . . . . . . .91,375 99,485
Government National Mortgage Association I 9.00% 12/15/19 . . . . . . .49,294 52,790
----------------
Total Government National Mortgage Association Obligations (cost $232,379) 233,718
----------------

U.S. TREASURY OBLIGATIONS - 6.34%
U.S. Treasury Note 6.75% 04/30/00 . . . . . . 380,000 386,783
U.S. Treasury Note 6.375% 08/15/02 . . . . . . 140,000 140,609
U.S. Treasury Note 7.50% 02/15/05 . . . . . . 165,000 175,511
U.S. Treasury Note 7.00% 07/15/06 . . . . . . 135,000 139,414
----------------
Total U.S. Treasury Obligations (cost $846,604) 842,317
----------------

COMMON STOCK - 0.96%
Real Estate - 0.96%
**Kilroy Realty . . . . . . . . . . 5,000 128,125
----------------
Total Common Stock (cost $115,000) 128,125
----------------

PREFERRED STOCKS - 4.92%
Cable, Media & Publishing - 4.92%
* American Radio Systems 11.375% 01/15/09 . . . . . . . 2,500 251,875
* Chancellor Radio Broadcast 12.00% 01/15/09 . . . . . . . 2,000 201,500
Pegasus Communications Unit pik 12.75% 01/01/07 . . . . . . . 2,000 200,000
----------------
Total Preferred Stocks (cost $650,469) 653,375
----------------

TOTAL MARKET VALUE OF SECURITIES - 95.58%
(cost $12,657,206) 12,705,878
RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES - 4.42% 587,334
----------------
NET ASSETS APPLICABLE TO 2,373,649 SHARES ($.01 PAR
VALUE) OUTSTANDING - 100.00% $ 13,293,212
================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S> <C>
NET ASSET VALUE - STRATEGIC INCOME FUND A CLASS
($6,044,321 / 1,079,184 shares) $ 5.60
===============
NET ASSET VALUE - STRATEGIC INCOME FUND B CLASS
($3,504,149 / 625,485 shares) $ 5.60
===============
NET ASSET VALUE - STRATEGIC INCOME FUND C CLASS
($628,094 / 112,329 shares) $ 5.59
===============
NET ASSET VALUE - STRATEGIC INCOME FUND INSTITUTIONAL CLASS
($3,116,648 / 556,651 shares) $ 5.60
===============

COMPONENTS OF NET ASSETS AT January 31, 1997:
Common stock, $.01 par value, shares
authorized to the Fund with shares allocated to Strategic Income Fund A
Class shares allocated to Strategic Income Fund B Class shares allocated to
Strategic Income Fund C Class, and
shares allocated to Strategic Income Fund
Institutional Class $ 13,208,945
Accumulated undistributed:
Net investment income 10,516
Net realized gain on investments 30,580
Net unrealized appreciation of investments and foreign currencies 44,202
===============
Total net assets $ 13,294,243
===============
</TABLE>

- -------------
* These securities are exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in transactions
exempt from registration, normally to qualified institutional buyers.
** Non-income producing security for the period ended January 31, 1997.

Summary of Abbreviations:
debs - debentures
mtg - mortgage
pik - pay-in-kind
sec - secured
sr - senior
sub - subordinated

See accompanying notes
<PAGE>

Delaware Group Income Funds, Inc. -
Strategic Income Fund
Statement of Assets and Liabilities
For the Period Ended January 31, 1997
(Unaudited)

ASSETS:
Investments at market $12,705,878
Subscriptions receivable 457,785
Interest receivable 287,867
Cash and foreign currencies 268,331
-----------

Total assets 13,719,861
-----------
LIABILITIES:
Payable for securities purchased 354,938
Liquidations payable 16,256
Other accounts payable and
accrued expenses 55,455
-----------
Total liabilities 426,649
-----------
TOTAL NET ASSETS $ 13,293,212
============

See accompanying notes

<PAGE>

Delaware Group Income Funds, Inc. -
Strategic Income Fund
Statement of Operations
For the period ended January 31, 1997
(Unaudited)

<S> <C> <C>
INVESTMENT INCOME:
Interest $ 242,356 $ 242,356
----------- -----------

EXPENSES:
Management fees 17,368
Registration fees 17,025
Distribution expense 10,139
Custodian fees 7,360
Dividend disbursing and
transfer agent fees and expenses 7,002
Professional fees 5,994
Reports and statements to
shareholders 3,198
Directors' fees 989
Taxes (other than taxes on income) 724
Accounting fees 680
Other 3,604
---------
74,083
Less expenses absorbed by
Delaware Management Company 44,298 29,785
---------- ----------

NET INVESTMENT INCOME 212,571
---------
NET REALIZED AND UNREALIZED GAIN ON
INVESTMENTS:
Net realized gain (loss) on:
Investment transactions 30,580
Foreign currency (1,031)
---------
Net realized gain 29,549
Net unrealized appreciation of
investment and foreign currencies 44,202
---------

NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS AND FOREIGN CURRENCIES 74,782
---------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 286,322
==========
</TABLE>

See accompanying notes

<PAGE>

Delaware Group Income Funds, Inc. -
Strategic Income Fund
Statement of Changes in Net Assets
For the period ended January 31, 1997
(Unaudited)

OPERATIONS:
Net investment income $212,571
Net realized gain on investments and
foreign currencies 29,549
Net unrealized appreciation of investments
and foreign currencies 44,202
----------
Net increase in net assets resulting
from operations 286,322
----------
DISTRIBUTIONS TO SHAREHOLDERS
FROM NET INVESTMENT INCOME:
Strategic Income Fund A Class (84,087)
Strategic Income Fund B Class (41,933)
Strategic Income Fund C Class (6,775)
Strategic Income Fund Institutional Class (69,260)
----------
(202,055)
----------
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold:
Strategic Income Fund A Class 6,326,780
Strategic Income Fund B Class 3,664,406
Strategic Income Fund C Class 660,1125
Strategic Income Fund Institutional Class 3,000,166
Net asset value of shares issued upon
reinvestment of dividends from net
investment income:
Strategic Income Fund A Class 57,964
Strategic Income Fund B Class 24,767
Strategic Income Fund C Class 4,208
Strategic Income Fund Institutional Class 62,769
----------
13,801,185
----------
Cost of shares repurchased:
Strategic Income Fund A Class (358,363)
Strategic Income Fund B Class (193,877)
Strategic Income Fund C Class (40,000)
Strategic Income Fund Institutional Class -
----------
(592,240)
----------
Increase in net assets derived from
capital share transactions 13,208,945
----------
NET INCREASE IN NET ASSETS 13,293,212
----------

NET ASSETS:
Beginning of period -
End of period (including undistributed
net investment income of $10,516) $13,293,212
===========

See accompanying notes

<PAGE>

Delaware Group Income Funds, Inc. -
Strategic Income Fund
Notes to Financial Statements
For the period ended January 31, 1997
(Unaudited)

Delaware Group Income Funds, Inc. - Strategic Income Fund, Inc. (the "Fund") is
registered as a diversified open-end investment company under the Investment
Company Act of 1940, as amended. The Fund is organized as a Maryland
corporation. The Fund offers four classes of shares.

The objective of the Fund is to seek to provide investors with high current
income and total return.

1. Significant Accounting Policies
The following accounting policies are in accordance with generally accepted
accounting principles and are consistently followed by the Fund:

Security Valuation-Securities listed on an exchange are valued at the last
quoted sales price as of 4:00 pm EST on the valuation date. Securities not
traded or not listed on an exchange are valued at the mean of the last quoted
bid and asked prices. Long-term debt securities are valued by an independent
pricing service and are believed to reflect the fair value of such securities.
Money market instruments having less than 60 days to maturity are valued at
amortized cost, which approximates market value.

Federal Income Taxes-The Fund intends to continue to qualify as a regulated
investment company and make the requisite distributions to shareholders.
Accordingly, no provision for federal income taxes is required in the financial
statements.

Repurchase Agreements-The Fund may invest in a pooled cash account along with
other members of the Delaware Group of Funds. The aggregate daily balance of the
pooled cash account is invested in repurchase agreements secured by obligations
of the U.S. government. The respective collateral is held by the Fund's
custodian bank until the maturity of the respective repurchase agreements. Each
repurchase agreement is at least 100% collateralized. However, in the event of
default or bankruptcy by the counterparty to the agreement, realization of the
collateral may be subject to legal proceedings.

Class Accounting-Expenses directly attributable to a class are charged to that
class. Other common expenses are prorated between all classes of the Fund.

Foreign Currencies-The value of all assets and liabilities denominated in
foreign currencies are translated into the U.S. dollars at the exchange rate of
such currencies against the U.S. dollar as of 3:00 pm EST. Forward foreign
currency contracts are valued at the mean between the bid and asked prices of
the contracts. Interpolated values are derived when the settlement date of the
contract is an interim date for which quotations are not available.

The effects of changes in foreign currency exchange rates on investments in
securities are not segregated from the effects of changes in market prices of
those securities, but are included with the net realized and unrealized gain or
loss on investment in securities. Reported net realized gains and losses on
foreign currency transactions arise from sales and maturities of forward
foreign currency contracts, gain or loss on currency held, currency gains and
losses between the trade and settlement dates on securities transactions, and
the differences between the amounts of dividends, interest, and foreign
witholding taxes recorded on the Funds' books and the U.S. dollar equivalent of
the amounts actually received or paid. Net change in unrealized appreciation or
depreciation on translation of assets and liabilities in foreign currencies
arise from changes in the value of other assets and liabilities at the end of
the period resulting from changes in exchange rates.

Other-Expenses common to all funds within the Delaware Group of Funds are
allocated amongst the funds on the basis of average net assets. Security
transactions are recorded on the date the securities are purchased or sold
(trade date). Costs used in calculating realized gains and losses on the sale of
investment securities are those of the specific securities sold. Interest income
is recorded on the accrual basis. Original issue discounts are accreted to
interest income over the lives of the respective securities. The Fund declares
dividends daily from net investment income and pays such dividends monthly.

Certain fund expenses are paid directly by brokers. The amount of these expenses
was less than 0.01% of the Fund's average net assets.
<PAGE>

2. Investment Management and Distribution Agreements
In accordance with the terms of the Investment Management Agreement, the Fund
pays Delaware Management Company, Inc. (DMC), the Investment Manager of the
Fund, an annual fee which is calculated daily at the rate of 0.65% of average
daily net assets of the fund. DMC has entered into a sub-advisory agreement with
Delaware International Advisors Ltd. (DIAL) with respect to the management of
the investment in Foreign Securities. DIAL will receive a fee equal to one third
of the investment management fees and other expenses. At January 31, 1997, the
Fund had a liability for Investment Management fees and other expenses payable
to DMC of $3,096.

DMC has elected voluntarily to waive that portion, if any, of the annual
management fees payable for the Fund to the extent necessary to ensure that the
annual operating expenses exclusive of taxes, interest, brokerage commissions,
extraordinary expenses and 12b-1 expenses do not exceed 0.75% for each class
through May 31, 1997. Total expenses absorbed by DMC were $44,298.

Pursuant to the Distribution Agreement, the Fund pays Delaware Distributors L.P.
(DDLP), the Distributor and an affiliate of DMC, an annual fee not to exceed
0.30% of the average daily net assets of the A Class and 1.00% of the average
daily net assets of the B Class and C Class. No distribution expenses are paid
by the Institutional Class. At January 31, 1997, the Fund had a liability for
distribution fees and other expenses payable to DDLP of $67,678. For the period
ended January 31, 1997, the Fund paid DDLP $1,992 for commissions earned on
sales of Strategic Income Fund A Class shares.
<PAGE>
Notes to Financial Statements (Continued)

The Fund has engaged Delaware Service Company, Inc. (DSC), an affiliate of DMC
to serve as dividend disbursing and transfer agent for the Fund. For the period
ended January 31, 1997, the amount expensed for these services was $7,002. The
Fund also engaged DSC to provide accounting services for the fund. For the
period ended January 31, 1997 the Fund has expensed $680 for these services. At
January 31, 1997, the Fund had a liability for these and other expenses payable
to DSC for $7,933.

<PAGE>

Notes to Financial Statements (Continued)

3. Investments
During the period ended January 31, 1997, the Fund mad purchases of $18,591,250
and sales of $4,209,169 of investment securities other than direct U.S.
government securities and temporary cash investments.

At January 31, 1997, the aggregate cost of securities for federal income tax
purposes was $30,580.

At January 31, 1997, net unrealized appreciation for federal income tax purposes
aggregated $48,673 of which $161,488 related to unrealized appreciation of
securities and $112,815 related to unrealized depreciation of securities.

4. Capital Stock
Transactions in capital stock shares were as follows:

10/2/96*
to
1/31/97
----------
Shares sold:
Strategic Income Fund A Class 1,132,914
Strategic Income Fund B Class 655,731
Strategic Income Fund C Class 118,731
Strategic Income Fund Institutional Class 545,455
Shares issued upon reinvestment of dividends from net
investment income:
Strategic Income Fund A Class 10,344
Strategic Income Fund B Class 4,419
Strategic Income Fund C Class 751
Strategic Income Fund Institutional Class 11,196
----------
2,479,541

Shares repurchased:
Strategic Income Fund A Class (64,074)
Strategic Income Fund B Class (34,665)
Strategic Income Fund C Class (7,153)
Strategic Income Fund Institutional Class -
----------
(105,892)
----------
Net increase 2,373,649
==========
- -----------
* Date of Initial Public offering.

5. Concentration of Credit Risk
The Fund invests in high-yield fixed income securities which carry ratings of BB
or lower by Standard & Poors and/or Ba or lower by Moody's. Investments in these
higher yielding securities may be accompanied by a greater degree of credit risk
than higher rated securities. Additionally, lower-rated securities may be more
susceptible to adverse economic and competitive industry conditions than
investment grade securities.

The Fund may invest in illiquid securities which may include securities with
contractual restrictions on resale, securities exempt from registration under
Rule 144A of the Securities Act of 1933, as amended, and other securities
which may not be readily marketable. The relative illiquidity of some of these
securities may adversely affect the Fund's ability to dispose of such securities
in a timely manner and at a fair price when it is necessary to liquidate such
securities. These securities that are exempt from registration under rule 144A
have been denoted in the Statement of Net Assets. Of these securities, none have
been determined to be illiquid.

<PAGE>

Notes to Financial Statements (Continued)

6. Financial Highlights
Selected data for each share of the fund outstanding throughout each period were
as follows:

<TABLE>
<CAPTION>
Strategic Income
Strategic Income Strategic Income Strategic Income Fund
Fund Fund Fund Institutional
A Class B Class C Class Class
---------------- ---------------- ---------------- -----------------
9/30/96(1) 9/30/96(1) 9/30/96(1) 9/30/96(1)
to to to to
1/31/97 1/31/97 1/31/97 1/31/97
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $5.5000 $5.5000 $5.5000 $5.5000
Income form investment operations:
Net investment income 0.1129 0.1045 0.1045 0.1202
Net realized and unrealized gain
(loss) from security transactions 0.0971 0.0960 0.0860 0.0938
------ ------ ------ ------
Total from investment operations 0.2100 0.2005 0.1905 0.2140

Less distributions:
Dividends from net investment income 0.1100 0.1005 0.1005 0.1140
Distributions from net realized gain
on security transactions none none none none
------ ------ ------ ------
Total distributions 0.1100 0.1005 0.1005 0.1140
Net asset value, end of period $5.6000 $5.6000 $5.5900 $5.6000
======= ======= ======= =======

Total return(2) 3.83% 3.65% 3.66% 3.91%

Ratios/supplemental data:
Net asset, end of period
(000 omitted) $6,044 $3,504 $ 628 $3,117
Ratio of expenses to average
net assets 1.00% 1.75% 1.75% 0.75%
Ratio of expenses to average net
assets prior to expense limitation 2.59% 3.34% 3.34% 2.34%
Ratio of net investment income to
average net assets 8.22% 7.56% 7.28% 7.00%
Ratio or Net Investment Income to
Average Net Assets prior to expense
limitation 6.63% 5.97% 5.69% 5.41%
Portfolio turnover 140% 140% 140% 140%

</TABLE>

- -------
(1) Date of initial public offering. Ratios have been annualized and total
return has not been annualized.
(2) Does not include maximum sales charge of 4.75% for A Class nor the
limited contingent deferred sales charge which varies from 1%-4% for
B Class and 1% for C Class depending upon the holding period.

<PAGE>

PART C

Other Information

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Part A - Financial Highlights for Delchester Fund

*Part B - Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Accountant's Report

* The financial statements and Accountant's Report listed above
relating to Delchester Fund are incorporated by reference into Part
B from the Registrant's Annual Report for the fiscal year ended
July 31, 1996. Strategic Income Fund commenced operations on
October 1, 1996. High-Yield Opportunities Fund commenced operations
on December 27, 1996. In addition, unaudited financial statements
for Strategic Income Fund for the period ended January 31, 1997 are
included in Part B.

(b) Exhibits:

(1) Articles of Incorporation.

(a) Articles of Incorporation, as amended and supplemented
through November 22, 1995, incorporated into this filing by
reference to Post-Effective Amendment No. 52 filed November
22, 1995.

(b) Executed Articles Supplementary (November 28, 1995)
incorporated into this filing by reference to Post-Effective
Amendment No. 53 filed July 17, 1996.

(c) Executed Articles of Amendment (September 24, 1996)
incorporated into this filing by reference to Post-Effective
Amendment No. 55 filed October 17, 1996.

(d) Executed Articles Supplementary (September 24, 1996)
incorporated into this filing by reference to Post-Effective
Amendment No. 55 filed October 17, 1996.

<PAGE>

PART C -Other Information
(Continued)

(e) Executed Articles Supplementary (December 27, 1996) attached
as Exhibit.

(2) By-Laws. By-Laws, as amended to date, incorporated into this
filing by reference to Post-Effective Amendment No. 52 filed
November 22, 1995.

(3) Voting Trust Agreement. Inapplicable.

(4) Copies of All Instruments Defining the Rights of Holders.

(a) Articles of Incorporation, Articles of Amendment and Articles
Supplementary.

(i) Article Second of Articles Supplementary (June 1, 1992
and April 29, 1995), Article Fifth of Articles of
Incorporation (March 4, 1983) and Article Tenth of
Articles of Amendment (May 2, 1985) incorporated into
this filing by reference to Post-Effective Amendment
No. 52 filed November 22, 1995.

(ii) Article Third of Articles Supplementary (November 28,
1995) incorporated into this filing by reference to
Post-Effective Amendment No. 53 filed July 17, 1996.

(iii) Article Fourth of Articles Supplementary (September,
24, 1996) incorporated into this filing by reference to
Post-Effective Amendment No. 55 filed October 17, 1996.

(iv) Article Fourth of Articles Supplementary (December 27,
1996) attached in Exhibit 24(b)(i)(e).

(b) By-Laws. Article II, Article III, as amended, and Article
XIII, which was subsequently redesignated as Article XIV,
incorporated into this filing by reference to Post-Effective
Amendment No. 52 filed November 22, 1995.

<PAGE>

PART C -Other Information
(Continued)

(5) Investment Management Agreements.

(a) Executed Investment Management Agreement (April 3, 1995)
between Delaware Management Company, Inc. and the Registrant
on behalf of Delchester Fund incorporated into this filing by
reference to Post-Effective Amendment No. 52 filed November
22, 1995.

(b) Executed Investment Management Agreement (September 30, 1996)
between Delaware Management Company, Inc. and the Registrant
on behalf of Strategic Income Fund incorporated into this
filing by reference to Post-Effective Amendment No. 55 filed
October 17, 1996.

(c) Executed Sub-Advisory Agreement (September 30, 1996) between
Delaware Management Company, Inc. and Delaware International
Advisers Ltd. with respect to Strategic Income Fund
incorporated into this filing by reference to Post-Effective
Amendment No. 55 filed October 17, 1996.

(d) Proposed Investment Management Agreement (December 27, 1996)
between Delaware Management Company, Inc. and the Registrant
on behalf of High-Yield Opportunities Fund incorporated into
this filing by reference to Post-Effective Amendment No. 55
filed October 17, 1996.

(6) (a) Distribution Agreements.

(i) Executed Distribution Agreement (April 3, 1995) between
Delaware Distributors, L.P. and the Registrant on
behalf of Delchester Fund incorporated into this filing
by reference to Post-Effective Amendment No. 53 filed
July 17, 1996.

(ii) Executed Amendment No. 1 to Distribution Agreement
(November 29, 1995) between Delaware Distributors, L.P.
and the Registrant on behalf of Delchester Fund
incorporated into this filing by reference to
Post-Effective Amendment No. 53 filed July 17, 1996.

(iii) Executed Distribution Agreement (September 30, 1996)
between Delaware Distributors, L.P. and the Registrant
on behalf of Strategic Income Fund incorporated into
this filing by reference to Post-Effective Amendment
No. 55 filed October 17, 1996.

<PAGE>

PART C -Other Information
(Continued)

(iv) Proposed Distribution Agreement (1996) between Delaware
Distributors, L.P. and the Registrant on behalf of
High-Yield Opportunities Fund (Module) incorporated
into this filing by reference to Post-Effective
Amendment No. 55 filed October 17, 1996.

(b) Administration and Service Agreement. Form of Administration
and Service Agreement (as amended November 1995) incorporated
into this filing by reference to Post-Effective Amendment No.
52 filed November 22, 1995.

(c) Dealer's Agreement. Dealer's Agreement (as amended November
1995) incorporated into this filing by reference to
Post-Effective Amendment No. 52 filed November 22, 1995.

(d) Mutual Fund Agreement for the Delaware Group of Funds (as
amended November 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 53 filed July 17,
1996.

(7) Bonus, Profit Sharing, Pension Contracts.

(a) Amended and Restated Profit Sharing Plan (November 17, 1994)
incorporated into this filing by reference to Post-Effective
Amendment No. 52 filed November 22, 1995.

(b) Amendment to Profit Sharing Plan (December 21, 1995)
incorporated into this filing by reference to Post-Effective
Amendment No. 53 filed July 17, 1996.

(8) Custodian Agreements.

(a) Executed Custodian Agreement (May 1, 1996) between The Chase
Manhattan Bank and the Registrant on behalf of Delchester
Fund incorporated into this filing by reference to
Post-Effective Amendment No. 53 filed July 17, 1996.

(b) Proposed Securities Lending Agreement (1996) between The
Chase Manhattan Bank and the Registrant on behalf of
Delchester Fund incorporated into this filing by reference to
Post-Effective Amendment No. 53 filed July 17, 1996.

<PAGE>

PART C -Other Information
(Continued)

(c) Proposed Custodian Agreement (1996) between Bankers Trust
Company and the Registrant on behalf of Strategic Income Fund
incorporated into this filing by reference to Post-Effective
Amendment No. 53 filed July 17, 1996.

(d) Proposed Securities Lending Agreement (1996) between Bankers
Trust Company and the Registrant on behalf of Strategic
Income Fund incorporated into this filing by reference to
Post-Effective Amendment No. 53 filed July 17, 1996.

(e) Proposed Custodian Agreement (1996) between The Chase
Manhattan Bank and the Registrant on behalf of High-Yield
Opportunities Fund incorporated into this filing by reference
to Post-Effective Amendment No. 55 filed October 17, 1996.

(f) Proposed Securities Lending Agreement (1996) between The
Chase Manhattan Bank and the Registrant on behalf of
High-Yield Opportunities Fund incorporated into this filing
by reference to Post-Effective Amendment No. 55 filed
October 17, 1996.

(9) Other Material Contracts.

(a) Executed Amended and Restated Shareholders Services
Agreement (December 27, 1996) between Delaware Service
Company, Inc. and the Registrant on behalf of Delchester
Fund and Strategic Income Fund incorporated into this filing
by reference to Post-Effective Amendment No. 55 filed
October 17, 1996.

(b) Executed Delaware Group of Funds Fund Accounting Agreement
between Delaware Service Company, Inc. and the Registrant
(August 19, 1996) incorporated into this filing by reference
to Post-Effective Amendment No. 54 filed September 27, 1996.

(i) Executed Amendment No. 1 (September 30, 1996) to
Schedule A to Delaware Group of Funds Fund Accounting
Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 55 filed October 17,
1996.

(ii) Executed Amendment No. 2 (November 29, 1996) to
Schedule A to Delaware Group of Funds Fund Accounting
Agreement attached as Exhibit.

(iii) Executed Amendment No. 3 (December 27, 1996) to
Schedule A to Delaware Group of Funds Fund Accounting
Agreement attached as Exhibit.

(iv) Executed Amendment No. 4 (February 24, 1997) to
Schedule A to Delaware Group of Funds Fund Accounting
Agreement attached as Exhibit.

<PAGE>

PART C -Other Information
(Continued)

(10) Opinion of Counsel. Filed with letter relating to Rule 24f-2
on September 20, 1996.

(11) Consent of Auditors. Attached as Exhibit.

(12-13) Inapplicable.

(14) Model Plans. Incorporated into this filing by reference to
Post-Effective Amendment No. 49 filed September 28, 1993 and
Post-Effective Amendment No. 52 filed November 22, 1995.

**(15) Plans under Rule 12b-1.

(a) Plan under Rule 12b-1 for Delchester Fund A Class
(November 29, 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 53 filed July
17, 1996.

(b) Plan under Rule 12b-1 for Delchester Fund B Class
(November 29, 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 53 filed July
17, 1996.

(c) Plan under Rule 12b-1 for Delchester Fund C Class
(November 29, 1995) incorporated into this filing by
reference to Post-Effective Amendment No. 53 filed July
17, 1996.

(d) Plan under Rule 12b-1 for Strategic Income Fund A Class
(September 30, 1996) incorporated into this filing by
reference to Post-Effective Amendment No. 55 filed
October 17, 1996.

(e) Plan under Rule 12b-1 for Strategic Income Fund B Class
(September 30, 1996) incorporated into this filing by
reference to Post-Effective Amendment No. 55 filed
October 17, 1996.

(f) Plan under Rule 12b-1 for Strategic Income Fund C Class
(September 30, 1996) incorporated into this filing by
reference to Post-Effective Amendment No. 55 filed
October 17, 1996.

** Relates to the A, B and C Classes of Delchester Fund, Strategic Income Fund
and High-Yield Opportunities Fund.

<PAGE>

PART C -Other Information
(Continued)

(g) Proposed Plan under Rule 12b-1 for High-Yield
Opportunities Fund A Class (1996) (Module) incorporated
into this filing by reference to Post-Effective Amendment
No. 55 filed October 17, 1996.

(h) Proposed Plan under Rule 12b-1 for High-Yield
Opportunities Fund B Class (1996) (Module) incorporated
into this filing by reference to Post-Effective Amendment
No. 55 filed October 17, 1996.

(i) Proposed Plan under Rule 12b-1 for High-Yield
Opportunities Fund C Class (1996) (Module) incorporated
into this filing by reference to Post-Effective Amendment
No. 55 filed October 17, 1996.

(16) Schedules of Computation for each Performance Quotation.

(a) Incorporated into this filing by reference to
Post-Effective Amendment No. 52 filed November 22, 1995
and Post-Effective Amendment No. 54 filed September 27,
1996.

(b) Schedules of Computation for each Performance Quotation
for periods not previously electronically filed attached
as Exhibit.

(17) Financial Data Schedules.

(a) Incorporated into this filing by reference to
Post-Effective Amendment No. 54 filed September 27, 1996.

(b) Financial Data Schedules for the period ended January 31,
1997 for the Strategic Income Fund attached as Exhibit.

***(18) Plan under Rule 18f-3.

(a) Plan under Rule 18f-3 (November 29, 1995)
(Module)incorporated into this filing by reference to
Post-Effective Amendment No. 55 filed October 17, 1996.

(b) Amended Appendix A (September 30, 1996) to Plan under
Rule 18f-3 incorporated into this filing by reference to
Post-Effective Amendment No. 55 filed October 17, 1996.

(19) Other: Directors' Power of Attorney. Incorporated into this
filing by reference to Post-Effective Amendment No. 52 filed
November 22, 1995.

***Relates to Strategic Income Fund.

<PAGE>

PART C -Other Information
(Continued)

Item 25. Persons Controlled by or under Common Control with Registrant. None.

Item 26. Number of Holders of Securities.

(1) (2)
Number of
Title of Class Record Holders
---------------- ----------------
Delaware Group Income Funds, Inc.
Delchester Fund series:

Delchester Fund A Class
Common Stock Par Value 45,394 Accounts as of
$1.00 Per Share January 31, 1997

Delchester Fund B Class
Common Stock Par Value 8,478 Accounts as of
$1.00 Per Share January 31, 1997

Delchester Fund C Class
Common Stock Par Value 432 Accounts as of
$1.00 Per Share January 31, 1997

Delchester Fund Institutional Class
Common Stock Par Value 51 Accounts as of
$1.00 Per Share January 31, 1997

Delaware Group Income Funds, Inc.
Strategic Income Fund series:

Strategic Income Fund A Class
Common Stock Par Value 224 Accounts as of
$1.00 Per Share January 31, 1997

Strategic Income Fund B Class
Common Stock Par Value 162 Accounts as of
$1.00 Per Share January 31, 1997

<PAGE>

PART C -Other Information
Continued)

Number of
Title of Class Record Holders
---------------- ----------------

Strategic Income Fund C Class
Common Stock Par Value 25 Accounts as of
$1.00 Per Share January 31, 1997

Strategic Income Fund Institutional Class
Common Stock Par Value 8 Accounts as of
$1.00 Per Share January 31, 1997

Delaware Group Income Funds, Inc.
High-Yield Opportunities Fund series:

High-Yield Opportunities Fund A Class
Common Stock Par Value 4 Accounts as of
$1.00 Per Share January 31, 1997

High-Yield Opportunities Fund B Class
Common Stock Par Value 0 Accounts as of
$1.00 Per Share January 31, 1997

High-Yield Opportunities Fund C Class
Common Stock Par Value 0 Accounts as of
$1.00 Per Share January 31, 1997

High-Yield Opportunities Fund
Institutional Class
Common Stock Par Value 2 Accounts as of
$1.00 Per Share January 31, 1997

Item 27. Indemnification. Incorporated into this filing by reference to
Post-Effective Amendment No. 30 filed July 28, 1983 and Article VII of
the By-Laws, as amended, incorporated into this filing by reference to
Post-Effective Amendment No. 52 filed November 22, 1995.

Item 28. Business and Other Connections of Investment Adviser.

Delaware Management Company, Inc. (the "Manager"), also serves as
investment manager or sub-adviser to certain of the other funds in the Delaware
Group (Delaware Group Trend Fund, Inc., Delaware Equity Group Funds I, Inc.,
Delaware Equity Group Funds II, Inc., Delaware Equity Group Funds IV, Inc.,
Delaware Group Equity Group Funds V, Inc., Delaware Group

<PAGE>

PART C -Other Information
(Continued)

Government Fund, Inc., Delaware Group Limited-Term Government Funds, Inc.,
Delaware Group Cash Reserve, Inc., Delaware Group Tax-Free Fund, Inc., DMC
Tax-Free Income Trust-Pennsylvania, Delaware Group Tax-Free Money Fund, Inc.,
Delaware Group Premium Fund, Inc., Delaware Group Global & International Funds,
Inc., Delaware Group Adviser Funds, Inc., Delaware Pooled Trust, Inc., Delaware
Group Dividend and Income Fund, Inc. and Delaware Group Global Dividend and
Income Fund, Inc.) and provides investment advisory services to institutional
accounts, primarily retirement plans and endowment funds, and to certain other
investment companies. In addition, certain directors of the Manager also serve
as directors/trustees of the other Delaware Group funds, and certain officers
are also officers of these other funds. A company indirectly owned by the
Manager's parent company acts as principal underwriter to the mutual funds in
the Delaware Group (see Item 29 below) and another such company acts as the
shareholder servicing, dividend disbursing, accounting servicing and transfer
agent for all of the mutual funds in the Delaware Group.

The following persons serving as directors or officers of the Manager
have held the following positions during the past two years:

Name and Principal Positions and Offices with the Manager and its
Business Address* Affiliates and Other Positions and Offices Held
- ------------------ ------------------------------------------------
Wayne A. Stork Chairman of the Board, President, Chief Executive
Officer, Chief Investment Officer and Director of Delaware
Management Company, Inc.; President, Chief Executive
Officer, Chairman of the Board and Director of the
Registrant and, with the exception of Delaware Pooled
Trust, Inc., each of the other funds in the Delaware
Group, Delaware Management Holdings, Inc., DMH Corp.,
Delaware International Holdings Ltd. and Founders
Holdings, Inc.; Chairman of the Board and Director of
Delaware Pooled Trust, Inc., Delaware Distributors, Inc.
and Delaware Capital Management, Inc.; Chairman, Chief
Executive Officer and Director of Delaware International
Advisers Ltd.; and Director of Delaware Service Company,
Inc. and Delaware Investment & Retirement Services, Inc.

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

PART C -Other Information
(Continued)

Winthrop S. Jessup Executive Vice President and Director of Delaware
Management Company, Inc., DMH Corp., Delaware
International Holdings Ltd. and Founders Holdings, Inc.;
Executive Vice President of the Registrant and, with the
exception of Delaware Pooled Trust, Inc., each of the
other funds in the Delaware Group and Delaware Management
Holdings, Inc.; President and Chief Executive Officer of
Delaware Pooled Trust, Inc.; Vice Chairman of Delaware
Distributors, L.P.; Vice Chairman and Director of Delaware
Distributors, Inc.; Director of Delaware Service Company,
Inc., Delaware Management Trust Company, Delaware
International Advisers Ltd. and Delaware Investment &
Retirement Services, Inc.; and President and Director of
Delaware Capital Management, Inc.

Board of Directors, Glen Lincoln, Inc. since 1985, Frazer,
PA; Partner of Yellowstone Bluffs since 1995, Livingstone,
MT; Trustee of Hero Scholarship Fund since 1990,
Philadelphia, PA

Richard G. Unruh, Jr. Executive Vice President and Director of Delaware
Management Company, Inc.; Executive Vice President of the
Registrant and each of the other funds in the Delaware
Group; Senior Vice President of Delaware Management
Holdings, Inc. and Delaware Capital Management, Inc.; and
Director of Delaware International Advisers Ltd.

Board of Directors, Chairman of Finance Committee,
Keystone Insurance Company since 1989, 2040 Market Street,
Philadelphia, PA; Board of Directors, Chairman of Finance
Committee, AAA Mid Atlantic, Inc. since 1989, 2040 Market
Street, Philadelphia, PA; Board of Directors, Metron, Inc.
since 1995, 11911 Freedom Drive, Reston, VA

Paul E. Suckow Executive Vice President/Chief Investment Officer, Fixed
Income of Delaware Management Company, Inc., the
Registrant and each of the other funds in the Delaware
Group; Executive Vice President and Director of Founders
Holdings, Inc.; Senior Vice President/Chief Investment
Officer, Fixed Income of Delaware Management Holdings,
Inc.; Senior Vice President of Delaware Capital
Management, Inc.; and Director of Founders CBO Corporation

Director of HYPPCO Finance Company, Ltd.

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

PART C -Other Information
(Continued)

David K. Downes Executive Vice President, Chief Operating Officer and
Chief Financial Officer of Delaware Management Company,
Inc.; Senior Vice President, Chief Administrative Officer
and Chief Financial Officer of the Registrant and each of
the other funds in the Delaware Group; Chairman and
Director of Delaware Management Trust Company; Executive
Vice President, Chief Operating Officer and Chief
Financial Officer of Delaware Management Holdings, Inc.;
Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Director of DMH Corp., Delaware
Distributors, Inc. and Founders Holdings, Inc.; President,
Chief Executive Officer, Chief Financial Officer and
Director of Delaware Service Company, Inc.; Executive Vice
President, Chief Operating Officer, Chief Financial
Officer and Director of Delaware International Holdings
Ltd.; Executive Vice President, Chief Financial Officer
and Chief Operating Officer of Delaware Capital
Management, Inc.; Chairman and Director of Delaware
Investment & Retirement Services, Inc.; Senior Vice
President, Chief Administrative Officer and Chief
Financial Officer of Delaware Distributors, L.P.; and
Director of Delaware International Advisers Ltd.

Chief Executive Officer and Director of Forewarn, Inc.
since 1993, 8 Clayton Place, Newtown Square, PA

George M. Senior Vice President, Secretary and Director of
Chamberlain, Jr. Delaware Management Company, Inc., DMH Corp., Delaware
Distributors, Inc., Delaware Service Company, Inc.,
Founders Holdings, Inc., Delaware Capital Management, Inc.
and Delaware Investment & Retirement Services, Inc.;
Senior Vice President and Secretary of the Registrant,
each of the other funds in the Delaware Group, Delaware
Distributors, L.P. and Delaware Management Holdings, Inc.;
Executive Vice President, Secretary and Director of
Delaware Management Trust Company; Secretary and Director
of Delaware International Holdings Ltd.; and Director of
Delaware International Advisers Ltd.

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

PART C -Other Information
(Continued)

Richard J. Flannery Senior Vice President/Corporate & International Affairs
of Delaware Management Company, Inc., Delaware Management
Holdings, Inc., DMH Corp., Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware Management Trust
Company, Founders CBO Corporation and Delaware Capital
Management, Inc.; Vice President of the Registrant and
each of the other funds in the Delaware Group; Senior Vice
President/Corporate & International Affairs and Director
of Founders Holdings, Inc. and Delaware International
Holdings Ltd.; Managing Director/Corporate & Tax Affairs
of Delaware Service Company, Inc. and Delaware Investment
& Retirement Services, Inc.; and Director of Delaware
International Advisers Ltd.

Director of HYPPCO Finance Company, Ltd.

Limited Partner of Stonewall Links, L.P. since 1991,
Bulltown Rd., Elverton, PA; Director and Member of
Executive Committee of Stonewall Links, Inc. since 1991,
Bulltown Rd., Elverton, PA

Michael P. Bishof(1) Senior Vice President of Delaware Management Company,
Inc.; Vice President and Treasurer of the Registrant, each
of the other funds in the Delaware Group, Delaware
Distributors, L.P. and Delaware Service Company, Inc.;
Senior Vice President/Treasurer of Delaware Distributors,
Inc. and Founders Holdings, Inc.; Assistant Treasurer of
Founders CBO Corporation; and Vice President and Manager
of Investment Accounting of Delaware International
Holdings Ltd.

Joseph H. Hastings Senior Vice President/Corporate Controller and Treasurer
of Delaware Management Company, Inc., Delaware Management
Holdings, Inc. and DMH Corp.; Senior Vice
President/Treasurer of Delaware Distributors, Inc.; Senior
Vice President/Corporate Controller of Founders Holdings,
Inc.; Vice President/Corporate Controller of the
Registrant, each of the other funds in the Delaware Group,
Delaware Distributors, L.P., Delaware Service Company,
Inc. and Delaware International Holdings Ltd.; Vice
President/Treasurer of Delaware Capital Management, Inc.;
Executive Vice President, Chief Financial Officer and
Treasurer of Delaware Management Trust Company; Chief
Financial Officer and Treasurer of Delaware Investment &
Retirement Services, Inc.; and Assistant Treasurer of
Founders CBO Corporation

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

PART C -Other Information
(Continued)

Douglas L. Anderson Senior Vice President/Operations of Delaware Management
Company, Inc.; Vice President/Operations of Delaware
Investment & Retirement Services, Inc. and Delaware
Service Company, Inc.; and Vice President/Operations and
Director of Delaware Management Trust Company

Michael T. Taggart Senior Vice President/Facilities Management and
Administrative Services of Delaware Management Company,
Inc.

Eric E. Miller Vice President and Assistant Secretary of Delaware
Management Company, Inc., the Registrant, each of the
other funds in the Delaware Group, Delaware Management
Holdings, Inc., DMH Corp., Delaware Distributors, L.P.,
Delaware Distributors Inc., Delaware Service Company,
Inc., Delaware Management Trust Company, Founders
Holdings, Inc., Delaware Capital Management, Inc. and
Delaware Investment & Retirement Services, Inc.

Richelle S. Maestro Vice President and Assistant Secretary of Delaware
Management Company, Inc., the Registrant, each of the
other funds in the Delaware Group, Delaware Management
Holdings, Inc., Delaware Distributors, L.P., Delaware
Distributors, Inc., Delaware Service Company, Inc., DMH
Corp., Delaware Management Trust Company, Delaware Capital
Management, Inc., Delaware Investment & Retirement
Services, Inc. and Founders Holdings, Inc.; Secretary of
Founders CBO Corporation; and Assistant Secretary of
Delaware International Holdings Ltd.

Partner of Tri-R Associates since 1989, 10001 Sandmeyer
Ln., Philadelphia, PA

Richard Salus(2) Vice President/Assistant Controller of Delaware
Management Company, Inc.; and Vice President of Delaware
Management Trust Company.

Bruce A. Ulmer Vice President/Director of Internal Audit of Delaware
Management Company, Inc., the Registrant, each of the
other funds in the Delaware Group, Delaware Management
Holdings, Inc., DMH Corp. and Delaware Management Trust
Company; and Vice President/Internal Audit of Delaware
Investment & Retirement Services, Inc.

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

PART C -Other Information
(Continued)

Steven T. Lampe(3) Vice President/Taxation of Delaware Management Company,
Inc., the Registrant, each of the other funds in the
Delaware Group, Delaware Management Holdings, Inc., DMH
Corp., Delaware Distributors, L.P., Delaware Distributors,
Inc., Delaware Service Company, Inc., Delaware Management
Trust Company, Founders Holdings, Inc., Founders CBO
Corporation, Delaware Capital Management, Inc. and
Delaware Investment & Retirement Services, Inc.

Lisa O. Brinkley Vice President/Compliance of Delaware Management Company,
Inc., the Registrant, each of the other funds in the
Delaware Group, DMH Corp., Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware Service Company,
Inc., Delaware Management Trust Company, Delaware Capital
Management, Inc. and Delaware Investment & Retirement
Services, Inc.

Rosemary E. Milner Vice President/Legal of Delaware Management Company, Inc.,
the Registrant, each of the other funds in the Delaware
Group, Delaware Distributors, L.P. and Delaware
Distributors, Inc.

Gerald T. Nichols Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of the
tax-exempt funds, the fixed income funds and the
closed-end funds in the Delaware Group; Vice President of
Founders Holdings, Inc.; and Treasurer, Assistant
Secretary and Director of Founders CBO Corporation

Gary A. Reed Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of the
tax-exempt funds and the fixed income funds in the
Delaware Group and Delaware Capital Management Counselors,
Inc.

Paul A. Matlack Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of the
tax-exempt funds, the fixed income funds and the
closed-end funds in the Delaware Group; Vice President of
Founders Holdings, Inc.; and Secretary and Director of
Founders CBO Corporation

Babak Zenouzi Vice President/Portfolio Manager of Fund, the Registrant,
each of the equity funds and the closed-end funds in the
Delaware Group

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

PART C -Other Information
(Continued)

Patrick P. Coyne Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of the
tax-exempt funds and the fixed income funds in the
Delaware Group and Delaware Capital Management, Inc.

Roger A. Early Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant, each of
the tax-exempt funds and the fixed income funds in the
Delaware Group

Mitchell L. Conery(4) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., the Registrant and the
tax-exempt and the fixed-income funds in the Delaware
Group

Edward N. Antoian Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc. and each of the equity funds in
the Delaware Group and Delaware Capital Management, Inc.

Director of HR Easy since 1996, 6407 Idlewild Road, Suite
100, Charlotte, NC

George H. Burwell Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc. and each of the equity funds in
the Delaware Group

John B. Fields Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., each of the equity funds in the
Delaware Group and Delaware Capital Management, Inc.

David C. Dalrymple Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc. and each of the equity funds in
the Delaware Group

Gerald S. Frey(5) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc. and each of the equity funds in
the Delaware Group

Faye P. Staples(6) Vice President/Human Resources of Delaware Management
Company, Inc. and Delaware Distributors, Inc.; Senior Vice
President/Human Resources of Delaware Distributors, L.P.;
and Vice President/Director of Human Resources of Delaware
Service Company, Inc.

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

PART C -Other Information
(Continued)

1 VICE PRESIDENT/GLOBAL INVESTMENT MANAGEMENT OPERATIONS,
Bankers Trust and VICE PRESIDENT, CS First Boston
Investment Management prior to June 1995.
2 SENIOR MANAGER, Ernst & Young LLP prior to December 1996.
3 TAX MANAGER, Price Waterhouse prior to October 1995.
4 INVESTMENT OFFICER, Travelers Insurance prior to January 1997 and RESEARCH
ANALYST, CS First Boston prior to March 1995.
5 SENIOR DIRECTOR, Morgan Grenfell Capital Management prior to June 1996.
6 VICE PRESIDENT/HUMAN RESOURCES, Nova Care prior to September 1995.

Delaware International Advisers Ltd. ("Delaware International") serves as
sub-investment adviser to the Strategic Income Fund of the Registrant and also
serves as investment manager or sub-investment adviser to certain of the other
funds in the Delaware Group (Delaware Group Global Dividend and Income Fund,
Inc., Delaware Group Global & International Funds, Inc., Delaware Pooled Trust,
Inc. and Delaware Group Premium Fund, Inc.) and provides investment advisory
services to institutional accounts, primarily retirement plans and endowment
funds.

The following persons serving as directors or officers of Delaware International
have held the following positions during the past two years:

*Wayne A. Stork Chairman of the Board, Chief Executive Officer and
Director of Delaware International Advisers Ltd.; Chairman
of the Board, President, Chief Executive Officer, Chief
Investment Officer and Director of Delaware Management
Company, Inc.; President, Chief Executive Officer,
Chairman of the Board and Director of the Registrant and,
with the exception of Delaware Pooled Trust, Inc., each of
the other funds in the Delaware Group, Delaware Management
Holdings, Inc., DMH Corp., Delaware International Holdings
Ltd. and Founders Holdings, Inc.; Chairman of the Board
and Director of Delaware Pooled Trust, Inc., Delaware
Distributors, Inc. and Delaware Capital Management, Inc.;
Chairman, Chief Executive Officer and Director of Delaware
International Advisers Ltd.; and Director of Delaware
Service Company, Inc. and Delaware Investment & Retirement
Services, Inc.

* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address if Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

<PAGE>

PART C -Other Information
(Continued)

**G. Roger H. Vice Chairman and Director of Delaware International
Kitson Advisers Ltd.

**David G. Tilles Managing Director, Chief Investment Officer and Director
of Delaware International Advisers Ltd.

**John Emberson Secretary/Compliance Officer/Finance Director and Director
of Delaware International Advisers Ltd.

*David K. Downes Director of Delaware International Advisers Ltd.;
Executive Vice President, Chief Operating Officer and
Chief Financial Officer of Delaware Management Company,
Inc.; Senior Vice President, Chief Administrative Officer
and Chief Financial Officer of the Registrant and each of
the other funds in the Delaware Group; Chairman and
Director of Delaware Management Trust Company; Executive
Vice President, Chief Operating Officer and Chief
Financial Officer of Delaware Management Holdings, Inc.;
Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Director of DMH Corp.; Executive
Vice President, Chief Operating Officer, Chief Financial
Officer and Director of Delaware Distributors, Inc.;
President, Chief Executive Officer, Chief Financial
Officer and Director of Delaware Service Company, Inc.;
Executive Vice President, Chief Operating Officer, Chief
Financial Officer and Director of Delaware International
Holdings Ltd.; Executive Vice President, Chief Financial
Officer and Chief Operating Officer of Delaware Capital
Management, Inc.; Executive Vice President, Chief
Financial Officer and Chief Operating Officer and Director
of Founders Holdings, Inc.; Chairman and Director of
Delaware Investment & Retirement Services, Inc.; Senior
Vice President, Chief Administrative Officer and Chief
Financial Officer of Delaware Distributors, L.P.; and
Director of Delaware International Advisers Ltd.

Chief Executive Officer, Chief Financial Officer and
Treasurer of Forewarn, Inc. since 1992, 8 Clayton Place,
Newtown Square, PA

* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address if Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

<PAGE>

PART C -Other Information
(Continued)

*Winthrop S. Jessup Director of Delaware International Advisers Ltd., Delaware
Service Company, Inc., Delaware Management Trust Company
and Delaware Investment & Retirement Services, Inc.;
Executive Vice President of the Registrant and, with the
exception of Delaware Pooled Trust, Inc., each of the
other funds in the Delaware Group and Delaware Management
Holdings, Inc.; President and Chief Executive Officer of
Delaware Pooled Trust, Inc.; Executive Vice President and
Director of DMH Corp., Delaware Management Company, Inc.,
Delaware International Holdings Ltd. and Founders
Holdings, Inc.; Vice Chairman of Delaware Distributors,
L.P.; Vice Chairman and Director of Delaware Distributors,
Inc.; and President and Director of Delaware Capital
Management, Inc.

*Richard G. Unruh, Director of Delaware International Advisers Ltd.;
Executive Vice President and Director of Delaware
Management Company, Inc.; Executive Vice President of the
Registrant and each of the other funds in the Delaware
Group; and Senior Vice President of Delaware Management
Holdings, Inc. and Delaware Capital Management, Inc.

Board of Directors, Chairman of Finance Committee,
Keystone Insurance Company since 1989, 2040 Market Street,
Philadelphia, PA; Board of Directors, Chairman of Finance
Committee, Mid Atlantic, Inc. since 1989, 2040 Market
Street, Philadelphia, PA

* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address if Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

<PAGE>

PART C -Other Information
(Continued)

*Richard J. Flannery Director of Delaware International Advisers Ltd.; Senior
Vice President/Corporate & International Affairs of
Delaware Management Company, Inc., Delaware Management
Holdings, Inc., DMH Corp., Delaware Distributors, L.P.,
Delaware Distributors, Inc., Delaware Management Trust
Company, Founders CBO Corporation and Delaware Capital
Management, Inc.; Vice President of the Registrant and
each of the other funds in the Delaware Group; Senior Vice
President/Corporate & International Affairs and Director
of Founders Holdings, Inc. and Delaware International
Holdings Ltd.; Managing Director/Corporate & Tax Affairs
of Delaware Service Company, Inc. and Delaware Investment
& Retirement Services, Inc.; and Director of Delaware
International Advisers Ltd.

Director of HYPPCO Finance Company, Ltd.

Limited Partner of Stonewall Links, L.P. since 1991,
Bulltown Rd., Elverton, PA; Director and Member of
Executive Committee of Stonewall Links, Inc. since 1991,
Bulltown Rd., Elverton, PA

*John C. E. Campbell Director of Delaware International Advisers Ltd.

*George M. Director of Delaware International Advisers Ltd.; Senior
Chamberlain, Jr. Vice President and Secretary of the Registrant, each of
the other funds in the Delaware Group, Delaware
Distributors, L.P. and Delaware Management Holdings, Inc.;
Senior Vice President, Secretary and Director of Delaware
Management Company, Inc., DMH Corp., Delaware
Distributors, Inc., Delaware Service Company, Inc.,
Founders Holdings, Inc., Delaware Capital Management, Inc.
and Delaware Investment & Retirement Services, Inc.;
Executive Vice President, Secretary and Director of
Delaware Management Trust Company; and Secretary and
Director of Delaware International Holdings Ltd.

*George E. Deming Director of Delaware International Advisers Ltd.

**Timothy W. Senior Portfolio Manager, Deputy Compliance Officer,
Sanderson Director Equity Research and Director of Delaware
International Advisers Ltd.

* Business address is 1818 Market Street, Philadelphia, PA 19103.
** Business address if Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

<PAGE>

PART C -Other Information
(Continued)

**Clive A. Gillmore Senior Portfolio Manager, Director U.S. Mutual Fund
Liaison and Director of Delaware International Advisers
Ltd.

**Hamish O. Parker Senior Portfolio Manager, Director U.S. Marketing Liaison
and Director of Delaware International Advisers Ltd.

**Ian G. Sims Senior Portfolio Manager, Deputy Managing Director
and Director of Delaware International Advisers Ltd.

**Elizabeth A. Senior Portfolio Manager of Delaware International
Advisers Ltd.

**Gavin A. Hall Senior Portfolio Manager of Delaware International
Advisers Ltd.

**Robert Akester Senior Portfolio Manager of Delaware International
Advisers Ltd.

**Nigel May Senior Portfolio Manager of Delaware International
Advisers Ltd.

**Hywel Morgan Senior Portfolio Manager of Delaware International
Advisers Ltd.

* Business address is 1818 Market Street, Philadelphia, PA 19103.

** Business address is Veritas House, 125 Finsbury Pavement, London, England
EC2A 1NQ.

Item 29. Principal Underwriters.

(a) Delaware Distributors, L.P. serves as principal underwriter for all
the mutual funds in the Delaware Group.

(b) Information with respect to each director, officer or partner of
principal underwriter:

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------- ----------------------- ---------------------

Delaware Distributors, Inc. General Partner None

Delaware Management
Company, Inc. Limited Partner Investment Manager

* Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

PART C -Other Information
(Continued)

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------- ---------------------- ---------------------

Delaware Capital
Management, Inc. Limited Partner None

Winthrop S. Jessup Vice Chairman Executive Vice
President

Bruce Barton President and Chief None
Executive Officer

David K. Downes Senior Vice President, Senior Vice President/
Chief Administrative Officer Chief Administrative
and Chief Financial Officer Officer/Chief
Financial Officer

George M. Chamberlain, Jr. Senior Vice President/ Senior Vice President/
Secretary Secretary

Thomas Sawyer Senior Vice President/ None
Western Sales Division

William F. Hostler Senior Vice President/ None
Marketing Services

Dana B. Hall Senior Vice President/ None
Key Accounts

J. Chris Meyer Senior Vice President/ None
Product Development

Richard J. Flannery Senior Vice President/ Vice President
Corporate & International
Affairs

Eric E. Miller Vice President/ Vice President/
Assistant Secretary Assistant Secretary

Richelle S. Maestro Vice President/ Vice President/
Assistant Secretary Assistant Secretary

* Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

PART C -Other Information
(Continued)

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------- ---------------------- ---------------------

Michael P. Bishof Vice President/Treasurer Vice President/
Treasurer

Steven T. Lampe Vice President/Taxation Vice President/
Taxation

Joseph H. Hastings Vice President/ Vice President/
Corporate Controller Corporate Controller

Lisa O. Brinkley Vice President/ Vice President/
Compliance Compliance

Rosemary E. Milner Vice President/Legal Vice President/Legal

Daniel H. Carlson Vice President/Marketing None

Diane M. Anderson Vice President/ None
Retirement Services

Joseph M. Barrett Vice President/ None
Media Relations

Denise F. Guerriere Vice President/ None
Client Services

Julia R. Vander Els Vice President/ None
Client Services

Jerome J. Alrutz Vice President/ None
Client Services

Joanne A. Mettenheimer Vice President/ None
National Accounts

Gregory J. McMillan Vice President/ None
National Accounts

Christopher H. Price Vice President/Annuity None
Marketing & Administration

* Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

PART C -Other Information
(Continued)

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------- ---------------------- ---------------------

Stephen J. DeAngelis Vice President/Product None
Development

Susan T. Friestedt Vice President/Customer None
Service

Dinah J. Huntoon Vice President/Product None
Management

Soohee Lee Vice President/Fixed Income None
Project Management

Ellen M. Krott Vice President/Communications None

Holly W. Reimel Vice President/Telemarketing None

Terrence L. Bussard Vice President/Wholesaler None

William S. Carroll Vice President/Wholesaler None

William L. Castetter Vice President/Wholesaler None

Thomas J. Chadie Vice President/Wholesaler None

Thomas C. Gallagher Vice President/Wholesaler None

Douglas R. Glennon Vice President/Wholesaler None

Christopher L. Johnston Vice President/Wholesaler None

Thomas P. Kennett Vice President/Wholesaler None

William M. Kimbrough Vice President/Wholesaler None

Mac McAuliffe Vice President/Wholesaler None

Patrick L. Murphy Vice President/Wholesaler None

* Business address of each is 1818 Market Street, Philadelphia, PA 19103.

<PAGE>

PART C -Other Information
(Continued)

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- ------------------- ---------------------- ---------------------

Henry W. Orvin Vice President/Wholesaler None

Philip G. Rickards Vice President/Wholesaler None

Laura E. Roman Vice President/Wholesaler None

Michael W. Rose Vice President/Wholesaler None

Thomas E. Sawyer Vice President/Wholesaler None

Edward B. Sheridan Vice President/Wholesaler None

Linda Schulz Vice President/Wholesaler None

Stephen H. Slack Vice President/Wholesaler None

Robert E. Stansbury Vice President/Wholesaler None

Larry D. Stone Vice President/Wholesaler None

Faye P. Staples Vice President/ None
Human Resources

John Wells Vice President/Marketing None
Technology

*Business address of each is 1818 Market Street, Philadelphia, PA 19103.

Item 30. Location of Accounts and Records.

All accounts and records are maintained in Philadelphia at 1818 Market
Street, Philadelphia, PA 19103 or One Commerce Square, Philadelphia, PA
19103 and in London at Veritas House, 125 Finsbury Pavement, London,
England EC2A 1NQ.

Item 31. Management Services. None.

<PAGE>

PART C -Other Information
(Continued)

Item 32. Undertakings.

(a) Not applicable.

(b) The Registrant hereby undertakes to file a post-effective amendment,
using financial statements which need not be certified, within four to
six months from the public offering of shares of the High-Yield
Opportunities Fund.

(c) The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's annual report
to shareholders, upon request and without charge.

(d) The Registrant hereby undertakes to promptly call a meeting of
shareholders for the purpose of voting upon the question of removal of
any director when requested in writing to do so by the record holders
of not less than 10% of the outstanding shares.

<PAGE>

SIGNATURES
------------

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Philadelphia, Commonwealth of Pennsylvania on this
2nd day of March, 1997.

DELAWARE GROUP INCOME FUNDS, INC.

By /s/ Wayne A. Stork
-------------------------------------
Wayne A. Stork
Chairman of the Board, President,
Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:

Signature Title Date
- -------------------------- --------------------------------- ---------------

Chairman of the Board, President,
/s/Wayne A. Stork Chief Executive Officer and Dire March 2, 1997
- --------------------------
Wayne A. Stork
Senior Vice President/Chief Financial
/s/David K. Downes Officer/Chief Administrative Officer March 2, 1997
- -------------------------- (Principal Financial Officer and
David K. Downes Principal Accounting Officer)

/s/ Walter P. Babich * Director March 2, 1997
- --------------------------
Walter P. Babich

/s/Anthony D. Knerr * Director March 2, 1997
- --------------------------
Anthony D. Knerr

/s/Ann R. Leven * Director March 2, 1997
- --------------------------
Ann R. Leven

/s/W. Thacher Longstreth * Director March 2, 1997
- --------------------------
W. Thacher Longstreth

/s/Charles E. Peck * Director March 2, 1997
- --------------------------
Charles E. Peck

*By /s/ Wayne A. Stork
--------------------------
Wayne A. Stork
as Attorney-in-Fact for
each of the persons indicated

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Exhibits

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

<PAGE>

INDEX TO EXHIBITS

Exhibit No. Exhibit

EX-99.B1E Executed Articles Supplementary (December 27, 1996)

EX-99.B9BII Executed Amendment No. 2 (November 29, 1996) to Schedule A to
Delaware Group of Funds Fund Accounting Agreement

EX-99.B9BIII Executed Amendment No. 3 (December 27, 1996) to Schedule A to
Delaware Group Funds Fund Accounting Agreement.

EX-99.B9BIV Executed Amendment No. 4 (February 24, 1997) to Schedule A to
Delaware Group of Funds Fund Accounting Agreement.

EX-99.B11 Consent of Auditors

EX-99.B16B Schedules of Computation for each Performance Quotation for
periods not previously electronically filed

EX-99.27 Financial Data Schedules
(Exhibit 17)

<PAGE>

DELAWARE GROUP INCOME FUNDS, INC.

ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION

Delaware Group Income Funds, Inc. (formerly known as Delaware
Group Delchester High-Yield Bond Fund, Inc.), a Maryland corporation having its
principal office in Baltimore, Maryland (the "Corporation"), hereby certifies,
in accordance with Sections 2-208 and 2-208.1 of the Maryland General
Corporation Law, to the State Department of Assessments and Taxation of Maryland
that:

FIRST: As of the filing of these Articles Supplementary, the
Corporation had authority to issue a total of One Billion (1,000,000,000) shares
of common stock with a par value of One Dollar ($1.00) per share (the "Common
Stock") of the Corporation, having an aggregate par value of One Billion Dollars
($1,000,000,000). Of these shares of Common Stock, Seven Hundred Million
(700,000,000) shares of the Common Stock have been allocated as follows: Five
Hundred Million (500,000,000) shares have been allocated to the Delchester Fund
series, and Two Hundred Million (200,000,000) shares have been allocated to the
Strategic Income Fund series. Of such Five Hundred Million (500,000,000) shares
of the Corporation's Common Stock allocated to the Delchester Fund series, such
shares have been further classified and allocated as follows: (1) Fifty Million
(50,000,000) shares of the Delchester Fund series of the Common Stock have been
allocated to each of the Delchester Fund Institutional Class, the Delchester
Fund B Class and the Delchester Fund C Class, and (2) Three Hundred Fifty
Million (350,000,000) shares have been allocated to the Delchester Fund A Class.
Of such Two Hundred Million (200,000,000) shares of the Corporation's Common
Stock allocated to the Strategic Income Fund series, such shares have been
further classified and allocated as follows: (1) One Hundred Million
(100,000,000) shares of the Strategic Income Fund series of the Common Stock
have been allocated to the Strategic Income Fund A Class, (2) Twenty-Five
Million (25,000,000) shares of the Strategic Income Fund series of the Common
Stock have been allocated to each of the Strategic Income Fund B Class and the
Strategic Income Fund C Class, and (3) Fifty Million (50,000,000) shares of the
Strategic Income Fund series of the Common Stock have been allocated to the
Strategic Income Fund Institutional Class. The Corporation has Three Hundred
Million (300,000,000) authorized, unissued and unclassified shares of Common
Stock.

SECOND: The Board of Directors of the Corporation, at a
meeting held on December 19, 1996, adopted resolutions designating one
additional series of the Corporation's Common Stock as the High-Yield
Opportunities Fund series, and classifying and allocating Two Hundred Million
(200,000,000)

<PAGE>

shares of authorized, unissued and unclassified Common Stock to the High-Yield
Opportunities Fund series. Pursuant to such resolutions, of such Two Hundred
Million (200,000,000) shares of the Corporation's Common Stock allocated to the
High-Yield Opportunities Fund series, such shares have been further classified
and allocated as follows: (1) One Hundred Million (100,000,000) shares of the
High-Yield Opportunities Fund series of the Common Stock have been allocated to
the High-Yield Opportunities Fund A Class, (2) Twenty-Five Million (25,000,000)
shares of the High-Yield Opportunities Fund series of the Common Stock have been
allocated to each of the High-Yield Opportunities Fund B Class and the
High-Yield Opportunities Fund C Class, and (3) Fifty Million (50,000,000) shares
of the High-Yield Opportunities Fund series of the Common Stock have been
allocated to the High-Yield Opportunities Fund Institutional Class. One Hundred
Million (100,000,000) shares of the Common Stock remain authorized but unissued
and unallocated shares.

THIRD: As of the effectiveness of these Articles
Supplementary, the Corporation shall have authority to issue One Billion
(1,000,000,000) shares of Common Stock, having an aggregate par value of One
Billion Dollars ($1,000,000,000). Of these shares of Common Stock, Nine Hundred
Million (900,000,000) shares of the Common Stock shall be allocated as follows:
Five Hundred Million (500,000,000) shares shall be allocated to the Delchester
Fund series, Two Hundred Million (200,000,000) shares shall be allocated to the
Strategic Income Fund series and Two Hundred Million (200,000,000) shares shall
be allocated to the High-Yield Opportunities Fund series. Of such Five Hundred
Million (500,000,000) shares of the Corporation's Common Stock allocated to the
Delchester Fund series, such shares shall be further classified and allocated as
follows: (1) Fifty Million (50,000,000) shares of the Delchester Fund series of
the Common Stock shall be allocated to each of the Delchester Fund Institutional
Class, the Delchester Fund B Class and the Delchester Fund C Class, and (2)
Three Hundred Fifty Million (350,000,000) shares shall be allocated to the
Delchester Fund A Class. Of such Two Hundred Million (200,000,000) shares of the
Corporation's Common Stock allocated to the Strategic Income Fund series, such
shares shall be further classified as follows: (1) One Hundred Million
(100,000,000) shares of the Strategic Income Fund series of the Common Stock
shall be allocated to the Strategic Income Fund A Class, (2) Twenty-Five Million
(25,000,000) shares of the Strategic Income Fund series of the Common Stock
shall be allocated to each of the Strategic Income Fund B Class and the
Strategic Income Fund C Class, and (3) Fifty Million (50,000,000) shares of the
Strategic Income Fund series of the Common Stock shall be allocated to the
Strategic Income Fund Institutional Class. Of such Two Hundred Million
(200,000,000) shares of the Corporation's Common Stock allocated to the
High-Yield Opportunities Fund series, such shares shall be further classified as
follows: (1) One Hundred Million

-2-

<PAGE>

(100,000,000) shares of the High-Yield Opportunities Fund series of the Common
Stock shall be allocated to the High-Yield Opportunities Fund A Class, (2)
Twenty-Five Million (25,000,000) shares of the High-Yield Opportunities Fund
series of the Common Stock shall be allocated to each of the High-Yield
Opportunities Fund B Class and the High-Yield Opportunities Fund C Class, and
(3) Fifty Million (50,000,000) shares of the High-Yield Opportunities Fund
series of the Common Stock shall be allocated to the High-Yield Opportunities
Fund Institutional Class.

FOURTH: The shares of the High-Yield Opportunities Fund A
Class, the High-Yield Opportunities Fund B Class, the High-Yield Opportunities
Fund C Class and the High-Yield Opportunities Fund Institutional Class of the
High-Yield Opportunities Fund series shall represent proportionate interests in
the same portfolio of investments. The shares of the High-Yield Opportunities
Fund A Class, the High-Yield Opportunities Fund B Class, the High-Yield
Opportunities Fund C Class and the High-Yield Opportunities Fund Institutional
Class of the High-Yield Opportunities Fund series shall have the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption, all as set
forth in the Articles of Incorporation of the Corporation, except for the
differences hereinafter set forth:

1. The dividends and distributions of investment income and
capital gains with respect to shares of the High-Yield
Opportunities Fund A Class, the High-Yield Opportunities Fund
B Class, the High-Yield Opportunities Fund C Class and the
High-Yield Opportunities Fund Institutional Class of the High-
Yield Opportunities Fund series of the Common Stock shall be
in such amounts as may be declared from time to time by the
Board of Directors, and such dividends and distributions may
vary with respect to each such class from the dividends and
distributions of investment income and capital gains with
respect to the other classes of the High-Yield Opportunities
Fund series of the Common Stock, to reflect differing
allocations of the expenses of the Corporation among the
classes and any resultant difference among the net asset
values per share of the classes, to such extent and for such
purposes as the Board of Directors may deem appropriate. The
allocation of investment income and capital gains and expenses
and liabilities of the High-Yield Opportunities Fund series
among its four classes of Common Stock shall be determined by
the Board of Directors in a manner that is consistent with the
orders, as applicable, dated April 10, 1987 and September 6,
1994 (Investment Company Act of 1940 Release Nos. 15675 and
20529) issued by the Securities

-3-

<PAGE>

and Exchange Commission, and any amendments to such orders,
any existing or future order or any Multiple Class Plan
adopted by the Corporation in accordance with Rule 18f-3 under
the Investment Company Act of 1940, as amended, that modifies
or supersedes such orders.

2. Except as may otherwise be required by law, pursuant to any
applicable order, rule or interpretation issued by the
Securities and Exchange Commission, or otherwise, the holders
of shares of the High-Yield Opportunities Fund A Class, the
High-Yield Opportunities Fund B Class, the High-Yield
Opportunities Fund C Class and the High-Yield Opportunities
Fund Institutional Class of the High-Yield Opportunities Fund
series of the Common Stock shall have (i) exclusive voting
rights with respect to any matter submitted to a vote of
stockholders that affects only holders of shares of the
High-Yield Opportunities Fund A Class, the High-Yield
Opportunities Fund B Class, the High-Yield Opportunities Fund
C Class and the High-Yield Opportunities Fund Institutional
Class of the High-Yield Opportunities Fund series,
respectively, including, without limitation, the provisions of
any Distribution Plan adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (a "Distribution
Plan"), applicable to shares of the High-Yield Opportunities
Fund A Class, the High-Yield Opportunities Fund B Class and
the High-Yield Opportunities Fund C Class, and (ii) no voting
rights with respect to the provisions of any Distribution Plan
applicable to any other class of the High-Yield Opportunities
Fund series of the Common Stock or with regard to any other
matter submitted to a vote of stockholders which does not
affect holders of shares of the High-Yield Opportunities Fund
A Class, the High-Yield Opportunities Fund B Class and the
High-Yield Opportunities Fund C Class.

3. (a) Other than shares described in paragraph (3)(b) herein,
each share of the High-Yield Opportunities Fund B Class shall
be converted automatically, and without any action or choice
on the part of the holder thereof, into shares of the High-
Yield Opportunities Fund A Class on the Conversion Date. The
term "Conversion Date" when used herein shall mean a date set
forth in the prospectus of the High-Yield Opportunities Fund B
Class, as such prospectus may be amended from time to time,
that is no later than three months after either (i) the date
on which the eighth anniversary of the date of issuance of

-4-

<PAGE>

the share occurs, or (ii) any such other anniversary date as
may be determined by the Board of Directors and set forth in
the prospectus of the High-Yield Opportunities Fund B Class,
as such prospectus may be amended from time to time; provided
that any such other anniversary date determined by the Board
of Directors shall be a date that will occur prior to the
anniversary date set forth in clause (i) and any such other
date theretofore determined by the Board of Directors pursuant
to this clause (ii); but further provided that, subject to the
provisions of the next sentence, for any shares of the
High-Yield Opportunities Fund B Class acquired through an
exchange, or through a series of exchanges, as permitted by
the Corporation as provided in the prospectus of the
High-Yield Opportunities Fund B Class, as such prospectus may
be amended from time to time, from another investment company
or another series of the Corporation (an "eligible investment
company"), the Conversion Date shall be the conversion date
applicable to the shares of stock of the eligible investment
company originally subscribed for in lieu of the Conversion
Date of any stock acquired through exchange if such eligible
investment company issuing the stock originally subscribed for
had a conversion feature, but not later than the Conversion
Date determined under (i) above. For the purpose of
calculating the holding period required for conversion, the
date of issuance of a share of the High-Yield Opportunties
Fund B Class shall mean (i) in the case of a share of the
High-Yield Opportunities Fund B Class obtained by the holder
thereof through an original subscription to the Corporation,
the date of the issuance of such share of the High-Yield
Opportunities Fund B Class, or (ii) in the case of a share of
the High-Yield Opportunties Fund B Class obtained by the
holder thereof through an exchange, or through a series of
exchanges, from an eligible investment company, the date of
issuance of the share of the eligible investment company to
which the holder originally subscribed.

(b) Each share of the High-Yield Opportunties Fund B
Class (i) purchased through the automatic reinvestment of a
dividend or distribution with respect to the High-Yield
Opportunties Fund B Class or the corresponding class of any
other investment company or of any other series of the
Corporation issuing such class of shares or (ii) issued
pursuant to an exchange privilege granted by the Corporation
in an exchange or series of exchanges for shares originally
purchased through the automatic reinvestment of a dividend or

-5-

<PAGE>

distribution with respect to shares of capital stock of an
eligible investment company, shall be segregated in a separate
sub-account on the stock records of the Corporation for each
of the holders of record thereof. On any Conversion Date, a
number of the shares held in the separate sub-account of the
holder of record of the share or shares being converted,
calculated in accordance with the next following sentence,
shall be converted automatically, and without any action or
choice on the part of the holder, into shares of the
High-Yield Opportunities Fund A Class. The number of shares in
the holder's separate sub-account so converted shall (i) bear
the same ratio to the total number of shares maintained in the
separate sub-account on the Conversion Date (immediately prior
to conversion) as the number of shares of the holder converted
on the Conversion Date pursuant to paragraph (3)(a) hereof
bears to the total number of High-Yield Opportunities Fund B
Class shares of the holder on the Conversion Date (immediately
prior to conversion) after subtracting the shares then
maintained in the holder's separate sub-account, or (ii) be
such other number as may be calculated in such other manner as
may be determined by the Board of Directors and set forth in
the prospectus of the High-Yield Opportunities Fund B Class,
as such prospectus may be amended from time to time.

(c) The number of shares of the High-Yield
Opportunities Fund A Class into which a share of the
High-Yield Opportunities Fund B Class is converted pursuant to
paragraphs 3(a) and 3(b) hereof shall equal the number
(including for this purpose fractions of a share) obtained by
dividing the net asset value per share of the High-Yield
Opportunities Fund B Class for purposes of sales and
redemption thereof on the Conversion Date by the net asset
value per share of the High-Yield Opportunities Fund A Class
for purposes of sales and redemption thereof on the Conversion
Date.

(d) On the Conversion Date, the shares of the
High-Yield Opportunities Fund B Class converted into shares of
the High-Yield Opportunities Fund A Class will no longer be
deemed outstanding and the rights of the holders thereof
(except the right to receive (i) the number of shares of the
High-Yield Opportunities Fund A Class into which the shares of
the High-Yield Opportunities Fund B Class have been converted
and (ii) declared but unpaid dividends to the Conversion Date
or such other date set forth in the prospectus of the
High-Yield Opportunities Fund B Class, as such prospectus may
be amended from time to time and (iii)

-6-

<PAGE>

the right to vote converting shares of the High-Yield
Opportunities Fund B Class held as of any record date
occurring on or before the Conversion Date and theretofore set
with respect to any meeting held after the Conversion Date)
will cease. Certificates representing shares of the High-Yield
Opportunities Fund A Class resulting from the conversion need
not be issued until certificates representing shares of the
High-Yield Opportunities Fund B Class converted, if issued,
have been received by the Corporation or its agent duly
endorsed for transfer.

(e) The automatic conversion of the High-Yield
Opportunities Fund B Class into the High-Yield Opportunities
Fund A Class, as set forth in paragraphs 3(a) and 3(b) of this
Article FOURTH shall be suspended at any time that the Board
of Directors determines (i) that there is not available a
reasonably satisfactory opinion of counsel to the effect that
(x) the assessment of the higher fee under the Distribution
Plan with respect to the High-Yield Opportunities Fund B Class
does not result in the Corporation's dividends or
distributions constituting a "preferential dividend" under the
Internal Revenue Code of 1986, as amended, and (y) the
conversion of the High-Yield Opportunities Fund B Class does
not constitute a taxable event under federal income tax law,
or (ii) any other condition to conversion set forth in the
prospectus of the High-Yield Opportunities Fund B Class, as
such prospectus may be amended from time to time, is not
satisfied.

(f) The automatic conversion of the High-Yield
Opportunities Fund B Class into High-Yield Opportunties Fund A
Class, as set forth in paragraphs 3(a) and 3(b) hereof, may
also be suspended by action of the Board of Directors at any
time that the Board of Directors determines such suspension to
be appropriate in order to comply with, or satisfy the
requirements of the Investment Company Act of 1940, as
amended, and in effect from time to time, or any rule,
regulation or order issued thereunder relating to voting by
the holders of the High-Yield Opportunities Fund B Class on
any Distribution Plan with respect to, as relevant, the
High-Yield Opportunities Fund A Class and in effect from time
to time, and in connection with, or in lieu of, any such
suspension, the Board of Directors may provide holders of the
High-Yield Opportunities Fund B Class with alternative
conversion or exchange rights into other classes of stock of
the Corporation in a manner consistent with the law, rule,
regulation or order giving rise to the possible suspension of
the conversion right.

-7-

<PAGE>

4. The shares of the High-Yield Opportunities Fund C Class and
the High-Yield Opportunities Fund Institutional Class shall
not automatically convert into shares of the High-Yield
Opportunities Fund A Class of the High-Yield Opportunities
Fund series of the Common Stock as do the shares of the
High-Yield Opportunities Fund B Class of the High-Yield
Opportunities Fund series of the Common Stock.

FIFTH: The shares of the High-Yield Opportunities Fund A
Class, the High-Yield Opportunities Fund B Class, the High-Yield Opportunities
Fund C Class and the High-Yield Opportunities Fund Institutional Class of the
High-Yield Opportunities Fund series have been classified by the Board of
Directors pursuant to authority contained in the Articles of Incorporation of
the Corporation.

SIXTH: The Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended.

SEVENTH: These Articles Supplementary shall become effective
at 9:00 a.m. on December 27, 1996.

The undersigned Vice President acknowledges these Articles
Supplementary to be the corporate act of the Corporation and states that to the
best of his knowledge, information and belief, the matters and facts set forth
in these Articles with respect to authorization and approval are true in all
material respects and that this statement is made under the penalities for
perjury.

IN WITNESS WHEREOF, Delaware Group Income Funds, Inc. has
caused these Articles Supplementary to be signed in its name and on its behalf
this 23rd day of December, 1996.

DELAWARE GROUP INCOME FUNDS, INC.

By: /s/ RICHELLE S. MAESTRO
------------------------------
Richelle S. Maestro
Vice President

ATTEST:

/s/ DAVID P. O'CONNOR
-------------------------
David P. O'Connor
Assistant Secretary

<PAGE>

AMENDMENT NO. 2 TO
SCHEDULE A
TO DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Adviser Funds, Inc.
Corporate Income Fund
Enterprise Fund
Federal Bond Fund
New Pacific Fund
U.S. Growth Fund
World Growth Fund

Delaware Group Cash Reserve, Inc.

Delaware Group Decatur Fund, Inc.
Decatur Income Fund
Decatur Total Return Fund

Delaware Group Delaware Fund, Inc.
Delaware Fund
Devon Fund

Delaware Group Equity Funds IV, Inc.
Capital Appreciation Fund (New)
DelCap Fund

Delaware Group Equity Funds V, Inc.
Retirement Income Fund (New)
Value Fund

*Except as otherwise noted, all Portfolios included on this Schedule A
are Existing Portfolios for purposes of the compensation described on Schedule B
to that Fund Accounting Agreement between Delaware Service Company, Inc. and the
Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All
portfolios added to this Schedule A by amendment executed by a Company on behalf
of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to
the Agreement.

<PAGE>

Delaware Group Global & International Funds, Inc.
Emerging Markets Fund (New)
Global Assets Fund
Global Bond Fund
International Equity Fund

Delaware Group Government Fund, Inc.

Delaware Group Income Funds, Inc.
Delchester Fund
Strategic Income Fund (New)

Delaware Group Limited-Term Government Funds, Inc.
Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Premium Fund, Inc.
Capital Reserves Series
Emerging Growth Series
Equity/Income Series
Global Bond Series (New)
Growth Series
High Yield Series
International Equity Series
Money Market Series
Multiple Strategy Series
Value Series

Delaware Group Tax-Free Fund, Inc.
Tax-Free Insured Fund
Tax-Free USA Fund
Tax-Free USA Intermediate Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Trend Fund, Inc.

<PAGE>

Delaware Pooled Trust, Inc.
The Aggressive Growth Portfolio
The Defensive Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Fixed Income Portfolio
The Global Fixed Income Portfolio
The High-Yield Bond Portfolio (New)
The International Equity Portfolio
The International Fixed Income Portfolio (New)
The Labor Select International Equity Portfolio
The Limited-Term Maturity Portfolio (New)
The Real Estate Investment Trust Portfolio

DMC Tax-Free Income Trust - Pennsylvania

<PAGE>

Dated as of: November 29, 1996

DELAWARE SERVICE COMPANY, INC.

By: /s/ David K. Downes
-------------------------------
David K. Downes
Senior Vice President/
Chief Administrative Officer/
Chief Financial Officer

DELAWARE GROUP ADVISER FUNDS, INC.
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND, INC.
DELAWARE GROUP TREND FUND, INC.
DMC TAX-FREE INCOME TRUST-PENNSYLVANIA

By: /s/ Wayne A. Stork
---------------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer

DELAWARE POOLED TRUST, INC.

By: /s/ Wayne A. Stork
-------------------------------
Wayne A. Stork
Chairman

<PAGE>

AMENDMENT NO.3 TO
SCHEDULE A
TO DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Cash Reserve, Inc.

Delaware Group Decatur Fund, Inc.

Decatur Income Fund
Decatur Total Return Fund

Delaware Group Delaware Fund, Inc.

Delaware Fund
Devon Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Tax-Free Fund, Inc.

Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund

Delaware Group Limited-Term Government Funds, Inc.

Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Trend Fund, Inc.

Delaware Group Income Funds, Inc.
Delchester Fund
Strategic Income Fund (New)

<PAGE>

DMC Tax-Free Income Trust - Pennsylvania

Delaware Group Value Fund, Inc.

Value Fund
Retirement Income Fund (New)

Delaware Group Global & International Funds, Inc.

International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund (New)

Delaware Group Equity Funds IV, Inc.

DelCap Fund
Multi-Cap Equity Fund (New)

Delaware Pooled Trust, Inc.

The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio (New)
The Defensive Equity Utility Portfolio (New)
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Fixed Income Portfolio
The Limited-Term Maturity Portfolio (New)
The Global Fixed Income Portfolio
The International Fixed Income Portfolio (New)
The High-Yield Bond Portfolio (New)

Delaware Group Premium Fund, Inc.

Equity/Income Series
High Yield Series
Capital Reserves Series
Money Market Series
Growth Series
Multiple Strategy Series
International Equity Series
Value Series
Emerging Growth Series
Global Bond Series (New)

Delaware Group Government Fund, Inc.

<PAGE>

Delaware Group Adviser Funds, Inc.

Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund

Dated as of: December 27, 1996

DELAWARE SERVICE COMPANY, INC.

By: /s/ David K. Downes
-------------------------------
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP DECATUR FUND, INC.
DELAWARE GROUP DELAWARE FUND, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND,INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
DELAWARE GROUP VALUE FUND, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.
DELAWARE GROUP DELCAP FUND, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.

By: /s/ Wayne A. Stork
--------------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer

DELAWARE POOLED TRUST, INC.

By: /s/ Wayne A. Stork
--------------------------------
Wayne A. Stork
Chairman

<PAGE>

AMENDMENT NO. 4 TO
SCHEDULE A
TO DELAWARE GROUP OF FUNDS*
FUND ACCOUNTING AGREEMENT

Delaware Group Cash Reserve, Inc.

Delaware Group Equity Funds II, Inc.

Decatur Income Fund
Decatur Total Return Fund
Blue Chip Fund (New)
Quantum Fund (New)

Delaware Group Equity Funds I, Inc.

Delaware Fund
Devon Fund

Delaware Group Tax-Free Money Fund, Inc.

Delaware Group Tax-Free Fund, Inc.

Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund

Delaware Group Limited-Term Government Funds, Inc.

Limited-Term Government Fund
U.S. Government Money Fund

Delaware Group Trend Fund, Inc.

Delaware Group Income Funds, Inc.

Delchester Fund
Strategic Income Fund
High-Yield Opportunities Fund (New)

<PAGE>

Group of Funds dated as of August 19, 1996 ("Agreement"). All portfolios added
to this Schedule A by amendment executed by a Company on behalf of such
Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the
Agreement. DMC Tax-Free Income Trust - Pennsylvania

Delaware Group Equity Funds V, Inc.

Value Fund
Retirement Income Fund

Delaware Group Global & International Funds, Inc.

International Equity Fund
Global Bond Fund
Global Assets Fund
Emerging Markets Fund

Delaware Group Equity Funds IV, Inc.

DelCap Fund
Capital Appreciation Fund

Delaware Pooled Trust, Inc.

The Defensive Equity Portfolio
The Aggressive Growth Portfolio
The International Equity Portfolio
The Defensive Equity Small/Mid-Cap Portfolio
The Defensive Equity Utility Portfolio
The Labor Select International Equity Portfolio
The Real Estate Investment Trust Portfolio
The Fixed Income Portfolio
The Limited-Term Maturity Portfolio
The Global Fixed Income Portfolio
The International Fixed Income Portfolio
The High-Yield Bond Portfolio

Delaware Group Premium Fund, Inc.

Equity/Income Series
High Yield Series
Capital Reserves Series
Money Market Series
Growth Series
Multiple Strategy Series
International Equity Series
Value Series

<PAGE>

Emerging Growth Series
Global Bond Series

Delaware Group Government Fund, Inc.

Delaware Group Adviser Funds, Inc.

Enterprise Fund
U.S. Growth Fund
World Growth Fund
New Pacific Fund
Federal Bond Fund
Corporate Income Fund

Dated as of: FEBRUARY 24, 1997
-----------------------

DELAWARE SERVICE COMPANY, INC.

By: /s/ DAVID K. DOWNES
--------------------------------
David K. Downes
Senior Vice President/Chief
Administrative Officer/Chief
Financial Officer
DELAWARE GROUP CASH RESERVE, INC.
DELAWARE GROUP EQUITY FUNDS II,
INC.
DELAWARE GROUP EQUITY FUNDS I, INC.
DELAWARE GROUP TAX-FREE FUND, INC.
DELAWARE GROUP TAX-FREE MONEY FUND,INC.
DELAWARE GROUP LIMITED-TERM GOVERNMENT
FUNDS, INC.
DELAWARE GROUP TREND FUND, INC.
DELAWARE GROUP INCOME FUNDS, INC.
DMC TAX-FREE INCOME TRUST - PENNSYLVANIA
DELAWARE GROUP EQUITY FUNDS V, INC.
DELAWARE GROUP GLOBAL & INTERNATIONAL
FUNDS, INC.
DELAWARE GROUP EQUITY FUNDS IV, INC.
DELAWARE GROUP PREMIUM FUND, INC.
DELAWARE GROUP GOVERNMENT FUND, INC.
DELAWARE GROUP ADVISER FUNDS, INC.

By: /S/ WAYNE A. STORK
--------------------------------
Wayne A. Stork
Chairman, President and
Chief Executive Officer

<PAGE>

DELAWARE POOLED TRUST, INC.

By: /s/ WAYNE A. STORK
---------------------------
Wayne A. Stork
Chairman

<PAGE>

EX-99.B11

Consent of Ernst & Young LLP, Independent Auditors

We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses (Delaware Group Delchester Fund) and "Financial
Statements" in the Statements of Additional Information and to the incorporation
by reference in this Post-Effective Amendment No. 56 to the Registration
Statement (Form N-1A) (No. 2-37707) of Delaware Group Income Funds, Inc. of our
report dated September 6, 1996, included in the 1996 Annual Report to
Shareholders of Delaware Group Delchester Fund.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
February 27, 1997

<PAGE>

DELAWARE GROUP STRATEGIC INCOME FUND A
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.56
Initial Shares 179.856

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 179.856 $0.110 0.000 183.411
- -------------------------------------------------------------------------------

Ending Shares 183.411
Ending NAV x $5.60
---------
Investment Return $1,027.10

Total Return Performance
- ------------------------
Investment Return $1,027.10
Less Initial Investment $1,000.00
---------
$27.10 / $1,000.00 x 100

Total Return: 2.71%

<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND A
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.84
Initial Shares 171.233

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 171.233 $0.110 0.000 174.618
- -------------------------------------------------------------------------------

Ending Shares 174.618
Ending NAV x $5.60
---------
Investment Return $ 977.86

Total Return Performance
- ------------------------
Investment Return $ 977.86
Less Initial Investment $1,000.00
---------
($22.14) / $1,000.00 x 100

Total Return: -2.21%
<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND A
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.50
Initial Shares 181.818

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 181.818 $0.110 0.000 185.412
- -------------------------------------------------------------------------------

Ending Shares 185.412
Ending NAV x $5.60
---------
Investment Return $1,038.31

Total Return Performance
- ------------------------
Investment Return $1,038.31
Less Initial Investment $1,000.00
---------
$38.31 / $1,000.00 x 100

Total Return: 3.83%

<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND A
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.50
Initial Shares 181.818

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 181.818 $0.110 0.000 176.736
- -------------------------------------------------------------------------------

Ending Shares 176.736
Ending NAV x $5.60
---------
Investment Return $ 989.72

Total Return Performance
- ------------------------
Investment Return $ 989.72
Less Initial Investment $1,000.00
---------
($10.28) / $1,000.00 x 100

Total Return: -1.03%

<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND B
TOTAL RETURN PERFORMANCE
THREE MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.56
Initial Shares 179.856

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 179.856 $0.101 0.000 183.099
- -------------------------------------------------------------------------------

Ending Shares 183.099
Ending NAV x $5.60
---------
$1,025.35
Less CDSC $ 40.00
---------
Investment Return $ 985.35

Total Return Performance
- ------------------------
Investment Return $ 985.35
Less Initial Investment $1,000.00
---------
($14.65) / $1,000.00 x 100

Total Return: -1.47%

<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND B
TOTAL RETURN PERFORMANCE
THREE MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.56
Initial Shares 179.856

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 179.856 $0.101 0.000 183.099
- -------------------------------------------------------------------------------

Ending Shares 183.099
Ending NAV x $5.60
---------
Investment Return $1,025.35

Total Return Performance
- ------------------------
Investment Return $1,025.35
Less Initial Investment $1,000.00
---------
$25.35 / $1,000.00 x 100

Total Return: 2.54%

<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (INCLUDING CDSC)
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.50
Initial Shares 181.818

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 181.818 $0.101 0.000 185.097
- -------------------------------------------------------------------------------

Ending Shares 185.097
Ending NAV x $5.60
---------
$1,036.54
Less CDSC $ 40.00
---------
Investment Return $ 996.54

Total Return Performance
- ------------------------
Investment Return $ 996.54
Less Initial Investment $1,000.00
---------
($3.46) / $1,000.00 x 100

Total Return: -0.35%
<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND B
TOTAL RETURN PERFORMANCE
LIFE OF FUND (EXCLUDING CDSC)
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.50
Initial Shares 181.818

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 181.818 $0.101 0.000 185.097
- -------------------------------------------------------------------------------

Ending Shares 185.097
Ending NAV x $5.60
---------
Investment Return $1,036.54

Total Return Performance
- ------------------------
Investment Return $1,036.54
Less Initial Investment $1,000.00
---------
$36.54 / $1,000.00 x 100

Total Return: 3.65%

<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND C
TOTAL RETURN PERFORMANCE
THREE MONTHS (INCLUDING CDSC)
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.56
Initial Shares 179.856

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 179.856 $0.101 0.000 183.101
- -------------------------------------------------------------------------------

Ending Shares 183.101
Ending NAV x $5.60
---------
$1,025.37
Less CDSC $ 10.00
---------
Investment Return $1,015.37

Total Return Performance
- ------------------------
Investment Return $1,015.37
Less Initial Investment $1,000.00
---------
$15.37 / $1,000.00 x 100

Total Return: 1.54%

<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND C
TOTAL RETURN PERFORMANCE
THREE MONTHS (EXCLUDING CDSC)
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.56
Initial Shares 179.856

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 179.856 $0.101 0.000 183.101
- -------------------------------------------------------------------------------

Ending Shares 183.101
Ending NAV x $5.60
---------
Investment Return $1,025.37

Total Return Performance
- ------------------------
Investment Return $1,025.37
Less Initial Investment $1,000.00
---------
$25.37 / $1,000.00 x 100

Total Return: 2.54%

<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND C
TOTAL RETURN PERFORMANCE
LIFE OF FUND (INCLUDING CDSC)
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.50
Initial Shares 181.818

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 181.818 $0.101 0.000 185.099
- -------------------------------------------------------------------------------

Ending Shares 185.099
Ending NAV x $5.60
---------
$1,036.55
Less CDSC $ 10.00
---------
Investment Return $1,026.55

Total Return Performance
- ------------------------
Investment Return $1,026.55
Less Initial Investment $1,000.00
---------
$26.55 / $1,000.00 x 100

Total Return: 2.66%
<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND C
TOTAL RETURN PERFORMANCE
LIFE OF FUND (EXCLUDING CDSC)
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.50
Initial Shares 181.818

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 181.818 $0.101 0.000 185.099
- -------------------------------------------------------------------------------

Ending Shares 185.099
Ending NAV x $5.60
---------
Investment Return $1,036.55

Total Return Performance
- ------------------------
Investment Return $1,036.55
Less Initial Investment $1,000.00
---------
$36.55 / $1,000.00 x 100

Total Return: 3.65%

<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND INSTITUTIONAL
TOTAL RETURN PERFORMANCE
THREE MONTHS
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.57
Initial Shares 179.533

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 179.533 $0.114 0.000 183.218
- -------------------------------------------------------------------------------

Ending Shares 183.218
Ending NAV x $5.60
---------
Investment Return $1,026.02

Total Return Performance
- ------------------------
Investment Return $1,026.02
Less Initial Investment $1,000.00
---------
$26.02 / $1,000.00 x 100

Total Return: 2.60%

<PAGE>
DELAWARE GROUP STRATEGIC INCOME FUND INSTITUTIONAL
TOTAL RETURN PERFORMANCE
LIFE OF FUND
- --------------------------------------------------------------------------------

Initial Investment $1,000.00
Beginning OFFER $5.60
Initial Shares 178.571

Fiscal Beginning Dividends Reinvested Cumulative
Year Shares for Period Shares Shares

- -------------------------------------------------------------------------------
1996 178.571 $0.114 0.000 185.550
- -------------------------------------------------------------------------------

Ending Shares 185.550
Ending NAV x $5.60
---------
Investment Return $1,039.08

Total Return Performance
- ------------------------
Investment Return $1,039.08
Less Initial Investment $1,000.00
---------
$39.08 / $1,000.00 x 100

Total Return: 3.91%

<ARTICLE> 6
<SERIES>
<NUMBER> 021
<NAME> STRATEGIC INCOME FUND A CLASS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JAN-31-1997
<INVESTMENTS-AT-COST> 12,657,206
<INVESTMENTS-AT-VALUE> 12,705,878
<RECEIVABLES> 745,652
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 268,331
<TOTAL-ASSETS> 13,719,861
<PAYABLE-FOR-SECURITIES> 354,938
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 71,711
<TOTAL-LIABILITIES> 426,649
<SENIOR-EQUITY> 23,736
<PAID-IN-CAPITAL-COMMON> 13,185,209
<SHARES-COMMON-STOCK> 1,079,184
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 10,516
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 30,580
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 44,202
<NET-ASSETS> 6,044,321
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 242,356
<OTHER-INCOME> 0
<EXPENSES-NET> 29,785
<NET-INVESTMENT-INCOME> 212,571
<REALIZED-GAINS-CURRENT> 29,549
<APPREC-INCREASE-CURRENT> 44,202
<NET-CHANGE-FROM-OPS> 286,322
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 84,087
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,132,914
<NUMBER-OF-SHARES-REDEEMED> 64,074
<SHARES-REINVESTED> 10,344
<NET-CHANGE-IN-ASSETS> 13,293,212
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 17,368
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 74,083
<AVERAGE-NET-ASSETS> 3,144,658
<PER-SHARE-NAV-BEGIN> 5.500
<PER-SHARE-NII> .113
<PER-SHARE-GAIN-APPREC> .097
<PER-SHARE-DIVIDEND> .110
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.600
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 022
<NAME> STRATEGIC INCOME FUND B CLASS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JAN-31-1997
<INVESTMENTS-AT-COST> 12,657,206
<INVESTMENTS-AT-VALUE> 12,705,878
<RECEIVABLES> 745,652
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 268,331
<TOTAL-ASSETS> 13,719,861
<PAYABLE-FOR-SECURITIES> 354,938
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 71,711
<TOTAL-LIABILITIES> 426,649
<SENIOR-EQUITY> 23,736
<PAID-IN-CAPITAL-COMMON> 13,185,209
<SHARES-COMMON-STOCK> 625,485
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 10,516
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 30,580
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 44,202
<NET-ASSETS> 3,504,149
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 242,356
<OTHER-INCOME> 0
<EXPENSES-NET> 29,785
<NET-INVESTMENT-INCOME> 212,571
<REALIZED-GAINS-CURRENT> 29,549
<APPREC-INCREASE-CURRENT> 44,202
<NET-CHANGE-FROM-OPS> 286,322
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 41,933
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 655,731
<NUMBER-OF-SHARES-REDEEMED> 34,665
<SHARES-REINVESTED> 4,419
<NET-CHANGE-IN-ASSETS> 13,293,212
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 17,368
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 74,083
<AVERAGE-NET-ASSETS> 1,735,898
<PER-SHARE-NAV-BEGIN> 5.500
<PER-SHARE-NII> .105
<PER-SHARE-GAIN-APPREC> .096
<PER-SHARE-DIVIDEND> .101
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.600
<EXPENSE-RATIO> 1.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 023
<NAME> STRATEGIC INCOME FUND C CLASS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JAN-31-1997
<INVESTMENTS-AT-COST> 12,657,206
<INVESTMENTS-AT-VALUE> 12,705,878
<RECEIVABLES> 745,652
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 268,331
<TOTAL-ASSETS> 13,719,861
<PAYABLE-FOR-SECURITIES> 354,938
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 71,711
<TOTAL-LIABILITIES> 426,649
<SENIOR-EQUITY> 23,736
<PAID-IN-CAPITAL-COMMON> 13,185,209
<SHARES-COMMON-STOCK> 112,329
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 10,516
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 30,580
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 44,202
<NET-ASSETS> 628,094
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 242,356
<OTHER-INCOME> 0
<EXPENSES-NET> 29,785
<NET-INVESTMENT-INCOME> 212,571
<REALIZED-GAINS-CURRENT> 29,549
<APPREC-INCREASE-CURRENT> 44,202
<NET-CHANGE-FROM-OPS> 286,322
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6,775
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 118,731
<NUMBER-OF-SHARES-REDEEMED> 7,153
<SHARES-REINVESTED> 751
<NET-CHANGE-IN-ASSETS> 13,293,212
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 17,368
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 74,083
<AVERAGE-NET-ASSETS> 292,580
<PER-SHARE-NAV-BEGIN> 5.500
<PER-SHARE-NII> .105
<PER-SHARE-GAIN-APPREC> .086
<PER-SHARE-DIVIDEND> .101
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.590
<EXPENSE-RATIO> 1.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 024
<NAME> STRATEGIC INCOME FUND INSTITUTIONAL CLASS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JAN-31-1997
<INVESTMENTS-AT-COST> 12,657,206
<INVESTMENTS-AT-VALUE> 12,705,878
<RECEIVABLES> 745,652
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 268,331
<TOTAL-ASSETS> 13,719,861
<PAYABLE-FOR-SECURITIES> 354,938
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 71,711
<TOTAL-LIABILITIES> 426,649
<SENIOR-EQUITY> 23,736
<PAID-IN-CAPITAL-COMMON> 13,185,209
<SHARES-COMMON-STOCK> 556,651
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 10,516
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 30,580
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 44,202
<NET-ASSETS> 3,116,648
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 242,356
<OTHER-INCOME> 0
<EXPENSES-NET> 29,785
<NET-INVESTMENT-INCOME> 212,571
<REALIZED-GAINS-CURRENT> 29,549
<APPREC-INCREASE-CURRENT> 44,202
<NET-CHANGE-FROM-OPS> 286,322
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 69,260
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 545,455
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 11,196
<NET-CHANGE-IN-ASSETS> 13,293,212
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 17,368
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 74,083
<AVERAGE-NET-ASSETS> 3,077,989
<PER-SHARE-NAV-BEGIN> 5.500
<PER-SHARE-NII> .120
<PER-SHARE-GAIN-APPREC> .094
<PER-SHARE-DIVIDEND> .114
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.600
<EXPENSE-RATIO> .75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>