One Commerce Square
Philadelphia, PA 19103
Delaware Group of Funds
DELAWARE
GROUP
________
1933 Act Rule 497(e)
File No. 33-95928
1940 Act File No. 811-4547
October 15, 1997
Filed via EDGAR (CIK #0000763749)
_________________________________
Securities and Exchange Commission
Document Control
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 33-95928
VOYAGEUR MUTUAL FUNDS III, INC.
_____________________________________
Ladies and Gentlemen:
In accordance with the provisions of Rule 497(e) of the
Securities Act of 1933, submitted electronically via the EDGAR
system, please find Supplements dated October 15, 1997 to be
attached to Voyageur Mutual Funds III, Inc.'s Institutional Class
Prospectus and Statement of Additional Information each dated
August 28, 1997.
Very truly yours,
/s/ David P. O'Connor
David P. O'Connor
Assistant Vice President/
Assistant Secretary/
Senior Counsel
<PAGE>
OCTOBER 15, 1997
VOYAGEUR MUTUAL FUNDS III, INC.
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED AUGUST 28, 1997
The following revises the information in the section of the
Statement of Additional Information entitled Performance
Information.
The performance of Aggressive Growth Fund Institutional
Class shares and Growth Stock Fund Institutional Class shares, as
shown below, is the average annual total return quotation through
April 30, 1997.
Average Annual Total Return
Aggressive Growth Fund(1)
Institutional
Class(2)
1 year ended 4/30/97 4.17%
Period 5/16/94(3)
through 4/30/97 12.56%
(1) Reflects the voluntary waivers in effect during the periods.
(2) Date of initial public offering of Institutional Class shares
was August 28, 1997.
(3) Date of initial public offering of Class A Shares.<PAGE>
Average Annual Total Return
Growth Stock Fund(1)
Institutional
Class(2)
1 year ended 14.91%
4/30/97
3 years ended 18.87%
4/30/97
5 years ended 11.16%
4/30/97
10 years ended 11.75%
4/30/97
Period 8/1/85(3)
through 4/30/97 15.43%
(1) Reflects the voluntary waivers in effect during the periods.
(2) Date of initial public offering of Institutional Class shares
was August 28, 1997.
(3) Date of initial public offering of Class A Shares.<PAGE>
The performance of
Aggressive Growth Fund Class A Shares and Institutional Class shares
and Growth Stock Fund Institutional Class shares, as shown below, is
the cumulative total return quotation through April 30, 1997.
Cumulative Total Return
Aggressive Growth Fund(1)
Class A
Shares Institutional S&P 500 Dow Jones
(at Offer) Class(2) Index(3) Industrial(3)
3 months (21.25%) (17.31%) 2.42% 2.88%
ended
4/30/97
6 months (9.83%)(4) (5.32%) 14.71% 16.25%
ended
4/30/97
9 months 9.09% 14.49% 27.13% 26.77%
ended
4/30/97
1 year (0.77%) 4.17% 25.12% 25.86%
ended
4/30/97
Period
5/16/94(5)
through
4/30/97 35.18% 41.94% 91.29% 90.37%
(1) Reflects the voluntary waivers in effect during the periods.
(2) Date of initial public offering of Institutional Class
shares was August 28, 1997.
(3) Source: Lipper Analytical.
(4) For the six months ended April 30, 1997, cumulative total
return for Aggressive Growth Fund A Class at net asset value
was (5.32%).
(5) Date of initial public offering of Class A Shares.
<PAGE>
Cumulative Total Return
Growth Stock Fund(1)
Institutional
Class(2)
3 months ended 4/30/97 1.98%
6 months ended 4/30/97 7.12%
9 months ended 4/30/97 14.57%
1 year ended 4/30/97 14.91%
3 years ended 4/30/97 67.97%
5 years ended 4/30/97 69.69%
10 years ended 4/30/97 203.66%
Period 8/1/85(3)
through 4/30/97 439.67%
(1) Reflects the voluntary waivers in effect during the periods.
(2) Date of initial public offering of Institutional Class
shares was August 28, 1997.
(3) Date of initial public offering of Class A Shares.<PAGE>
OCTOBER 15, 1997
VOYAGEUR MUTUAL FUNDS III, INC.
AGGRESSIVE GROWTH FUND INSTITUTIONAL CLASS
GROWTH STOCK FUND INSTITUTIONAL CLASS
SUPPLEMENT TO INSTITUTIONAL CLASS PROSPECTUS
DATED AUGUST 28, 1997
The following supplements the information in the section of
the Prospectus entitled Performance Information.
The performance of Aggressive Growth Fund Institutional
Class shares and Growth Stock Fund Institutional Class shares, as
shown below, is the average annual total return quotation through
April 30, 1997. Pursuant to applicable regulation, total return
shown for the Institutional Classes is calculated by taking the
performance of the respective Class A Shares and adjusting it to
reflect the elimination of all sales charges. However, no
adjustment has been made to eliminate the impact of 12b-1
payments by each Fund's Class A Shares and performance would have
been affected had such an adjustment been made.
Average Annual Total Return
Aggressive Growth Fund(1)
Institutional
Class(2)
1 year ended 4/30/97 4.17%
Period 5/16/94(3)
through 4/30/97 12.56%
(1) Reflects the voluntary waivers in effect during the periods.
(2) Date of initial public offering of Institutional Class shares
was August 28, 1997.
(3) Date of initial public offering of Class A Shares.<PAGE>
Average Annual Total Return
Growth Stock Fund(1)
Institutional
Class(2)
1 year ended 14.91%
4/30/97
3 years ended 18.87%
4/30/97
5 years ended 11.16%
4/30/97
10 years ended 11.75%
4/30/97
Period 8/1/85(3)
through 4/30/97 15.43%
(1) Reflects the voluntary waivers in effect during the periods.
(2) Date of initial public offering of Institutional Class shares
was August 28, 1997.
(3) Date of initial public offering of Class A Shares.
