VOYAGEUR MUTUAL FUNDS III INC /MN/
497, 1996-07-25
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SUPPLEMENT

                                                               [GRAPHIC OMITTED]


Supplement dated July 25, 1996 to Prospectus dated September 1, 1995

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VOYAGEUR GROWTH AND INCOME FUND
VOYAGEUR GROWTH STOCK FUND
VOYAGEUR INTERNATIONAL EQUITY FUND
VOYAGEUR AGGRESSIVE GROWTH FUND

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1.   The  Prospectus  dated  September  1,  1995 is  hereby  amended  to  notify
     investors  that  on May  14,  1996  the  Board  of  Directors  of  Voyageur
     International    Equity   Fund   approved    replacing   Murray   Johnstone
     International,  Ltd. as  sub-adviser to the Voyageur  International  Equity
     Fund  with  Voyageur   International   Asset   Managers   Ltd.   ("Voyageur
     International"),   Edinburgh,  Scotland,  an  affiliate  of  Voyageur  Fund
     Managers,  Inc.,  the Fund's  investment  adviser.  Murray  Johnstone  will
     continue to act as the Fund's  sub-adviser until such time as sub- advisory
     arrangements with Voyageur  International are approved by Fund shareholders
     at a meeting to be called by the Board of Directors.

2.   The  second  sentence  in the first  paragraph  under the  heading  "How to
     Purchase Shares--Class A Shares--Front End Sales Charge Alternative--Waiver
     of  Sales  Charges"  on page 19 of the  Prospectus  is  amended  to add the
     following  parenthetical  after  clause (9):  "(The Funds may be  available
     through a  broker-dealer  which charges a transaction fee for purchases and
     sales.)"




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