One Commerce Square
Philadelphia, PA 19103
Delaware Group of Funds DELAWARE
GROUP
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1933 Act Rule 497(e)
File No. 2-86606
1940 Act File No. 811-3850
Filed via Edgar (CIK # 0000728352)
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June 6, 1997
Securities and Exchange Commission
Document Control
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 2-86606
Delaware Group Tax-Free Fund, Inc. -
Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund
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Dear Commission:
In accordance with the provisions of Rule 497(e) of the
Securities Act of 1933, submitted electronically via the EDGAR
system, please find a Supplement dated June 9, 1997 to be
attached to the Delaware Group Tax-Free Fund, Inc. - Tax-Free USA
Fund, Tax-Free Insured Fund and Tax-Free USA Intermediate Fund
Prospectus dated October 30, 1996.
Very truly yours,
/s/Eric E. Miller
Eric E. Miller
Vice President/
Assistant Secretary
JUNE 9, 1997
Tax-Free USA Fund
Tax-Free Insured Fund
Tax-Free USA Intermediate Fund
Class A/Class B/Class C
Supplement to Prospectus Dated October 30, 1996
The maximum front-end sales charge for Class A Shares of USA
Fund and Insured Fund has been reduced from 4.75% to 3.75% and
the maximum front-end sales charge for Class A Shares of
Intermediate Fund has been reduced from 3.00% to 2.75%.
Accordingly, the following replaces the relevant line item
applicable to Class A Shares in the Shareholder Transaction
Expenses table under Summary of Expenses:
USA Insured Intermediate
Fund Fund Fund
Class A Class A Class A
Shareholder Transaction Expenses Shares Shares Shares
Maximum Sales Charge Imposed
on Purchases
(as a percentage of
offering price). . . . . . . . 3.75% 3.75% 2.75%
The following replaces the example of expenses for Class A
Shares:
Assuming Redemption Assuming No Redemption
1 year 3 years 5 years 10 years 1 year 3 years 5 years 10 years
USA
Fund
Class A
Shares $47(1) $66 $88 $149 $47 $66 $88 $149
Assuming Redemption Assuming No Redemption
1 year 3 years 5 years 10 years 1 year 3 years 5 years 10 years
Insured
Fund
Class A
Shares $47(1) $68 $90 $153 $47 $68 $90 $153
Assuming Redemption Assuming No Redemption
1 year 3 years 5 years 10 years 1 year 3 years 5 years 10 years
Intermediate
Fund
Class A
Shares $30(1) $35 $41 $58 $30 $35 $41 $58
(1) Generally, no redemption charge is assessed upon redemption
of Class A Shares. Under certain circumstances, however, a
Limited CDSC, which has not been reflected in this calculation,
may be imposed in the event of certain redemptions within 12
months of purchase. See Contingent Deferred Sales Charge for
Certain Redemptions of Class A Shares Purchased at Net Asset
Value under Redemption and Exchange in the Prospectus.
The following replaces the table of sales charges applicable
to Class A Shares in the section of the Prospectus entitled
Front-End Sales Charge Alternative - Class A Shares under Classes
of Shares:
USA Fund A Class
Insured Fund A Class
Front-End Sales Charge as % of Dealer's
Commission***
Amount of Purchase Offering Amount as % of
Price Invested** Offering
Price
USA Insured
Fund Fund
Less than $100,000 3.75% 3.90% 3.87% 3.25%
$100,000 but under $250,000 3.00 3.12 3.13 2.50
$250,000 but under $500,000 2.50 2.60 2.58 2.00
$500,000 but under $1,000,000* 2.00 2.08 2.03 1.75
Intermediate Fund A Class
Front-End Sales Charge as % of Dealer's
Commission***
Amount of Purchase Offering Amount as % of
Price Invested** Offering
Price
Less than $100,000 2.75% 2.81% 2.35%
$100,000 but under $250,000 2.00 2.03 1.75
$250,000 but under $500,000 1.00 0.97 0.75
$500,000 but under $1,000,000* 1.00 0.97 0.75
_________________________________________________________________
*There is no front-end sales charge on purchases of Class A
Shares of $1 million or more but, under certain limited
circumstances, a 1% Limited CDSC may apply upon redemption of
such shares.
**Based on the net asset value per share of the Class A Shares
as of the end of the Fund's most recent fiscal year.
***Financial institutions or their affiliated brokers may receive
an agency transaction fee in the percentages set forth above.
_________________________________________________________________
The schedule of dealer's commission which may be paid to
financial advisers by the Distributor for certain purchases of
USA Fund A Class and Insured Fund A Class of $1,000,000 or more
remains the same as currently recited in the Prospectus. The
following schedule replaces the current schedule of dealer's
commissions which may be paid for purchases of Intermediate Fund
A Class:
Intermediate Fund A Class
Dealer's Commission
(as a percentage of
Amount of Purchase amount purchased)
Up to $3 million 0.50%
Next $2 million up to $5 million 0.40
Amount over $5 million 0.20
