U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Delaware Group Trend Fund, Inc.
2005 Market Street
Philadelphia, PA 19103
2. Name of each series or class of funds for which this notice
is filed:
Trend Fund A Class
Trend Fund B Class
Trend Fund C Class
Trend Fund Institutional Class
3. Investment Company Act File Number: 811-1485
Securities Act File Number: 2-28871
4. Last day of fiscal year for which this notice is filed:
06/30/97
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration: []
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable: N/A
7. Number and amount of the same class or series which had
been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year: N/A
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: N/A
9. Number and aggregate sale price of securities sold during
the fiscal year: $909,252,753
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: $909,252,753
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $51,697,855
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from item 10):
$ 909,252,753
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 51,697,855
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
-1,015,348,072
--------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing
fees pursuant to rule 24e-2(if applicable):
+ N/A
--------------
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii), plus line (iv)]
(if applicable): N/A
--------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: x 1/33 of 1%
--------------
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ - -
==============
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: N/A
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the
dates indicated.
By: /S/ROSEMARY E. MILNER Date: 08/27/97
---------------------- --------
Rosemary E. Milner
Vice President
----------------------
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8074
August 27, 1997
Delaware Group Trend Fund, Inc.
One Commerce Square - 39th Floor
Philadelphia, PA 19103
Gentlemen:
You have informed us that, in accordance with Rule
24f-2 (the "Rule") under the Investment Company Act of 1940, as
amended, (the "1940 Act"), Delaware Group Trend Fund, Inc., (the
"Company"), a Maryland corporation, intends to file a Rule 24f-2
Notice (the "Notice") with the United States Securities and
Exchange Commission. The Notice will recite that during the
fiscal year ending June 30, 1997, the Company, acting pursuant to
the Rule, sold shares of common stock of the Trend Fund A Class,
the Trend Fund B Class, the Trend Fund C Class, and the Trend
Fund Institutional Class for an aggregate public offering price
of $909,252,753 (not including $51,697,855 of shares issued in
connection with dividend reinvestment plans, which are reported
on the Notice for purposes of the fee computation table). The
Notice will be filed to make definite the registration of the
shares of each series registered by the Company under the
Securities Act of 1933 (the "1933 Act") in reliance upon the Rule
for such period. You have also informed us that all of the
shares sold under the Rule were issued in accordance with the
provisions relating thereto in the registration statement of the
Company under the 1933 Act as such registration statement was
currently in effect during the period.
We have acted as legal counsel to the Company during
the period of time referred to above and, as such, have reviewed
the Articles of Incorporation of the Company; the By-Laws; the
registration statements under the 1940 and 1933 Acts previously
adopted by the Company and such minutes of the corporate
proceedings and other documents as we deem material to our
opinion.
Based on the foregoing, we are of the opinion that all
of the shares of common stock of the Company described in the
Rule 24f-2 Notice as having been sold during the period set forth
above in reliance upon the Rule were fully-paid, non-assessable
and legally issued shares of common stock of the Company.
We hereby consent to the filing of this opinion with
the United States Securities and Exchange Commission as an
exhibit or accompaniment to the aforementioned Rule 24f-2 Notice
and as an exhibit to the Company's registration statement under
the 1933 Act and to the reference to us in the prospectus of the
Company as legal counsel who have passed upon the legality of the
offering of the Company's common stock. We also consent to the
filing of this opinion with the securities regulatory agencies of
any states or other jurisdictions in which the common stock of
the Company is offered for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, L.L.P.
By: /S/STEVEN M. FELSENSTEIN
-------------------------
Steven M. Felsenstein
SMF:nlk
1631.2
