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 Government Fund, Inc.
2005 Market Street
Philadelphia, PA 19103
2. Name of each series or class of funds for which this notice
is filed:
U.S. Government Fund A Class
U.S. Government Fund B Class
U.S. Government Fund Institutional Class
3. Investment Company Act File Number: 811-4304
Securities Act File Number: 2-97789
4. Last day of fiscal year for which this notice is filed:
07/31/95
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 or aggregate sales price of securities of the same
class or series sold during the fiscal year 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:
$0.00
8. Number and aggregate sale price of securities registered
during the fiscal year other than pursuant to rule 24f-2:
$0.00
9. Number of aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2: $39,612,218
10. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: N/A
11. Number and aggregate sale price of securities sold during
the fiscal year: $39,612,218
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from item 9): $ 39,612,218
--------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 10, if applicable): + N/A
--------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 63,536,499
--------------
(iv) Aggregate price of shares redeemed or
repurchased and applied as a reduction
to filing fees pursuant to rule 24e-2
(if applicable): + N/A
--------------
(v) Net aggregate sale price of securities
sold 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)
under the Securities Act of 1933 or
other applicable law or regulation: x 1/29 of 1%
--------------
(vii) Fee due [line (vi) multiplied by line
(vii)]: $ - -
==============
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: 09/27/95
------------------------ --------
Rosemary E. Milner
Vice President
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Direct Dial: (215) 564-8074
September 27, 1995
Delaware Group Government Fund, Inc.
One Commerce Square
2005 Market Street
Philadelphia, Pa. 19103
Gentlemen:
You have informed us that, in accordance with Rule 24f-2
under the Investment Company Act of l940, as amended, (the "l940
Act"), Delaware Group Government Fund, Inc. (the "Company"), a
Maryland corporation, intends to file a Rule 24f-2 Notice with the
United States Securities and Exchange Commission, setting forth,
among other things, that during the period beginning August l, l994
and ending July 3l, l995, the Company sold shares of common stock
with an aggregate public offering price of $39,612,218 consisting
of shares of the U.S. Government Fund A Class, the U.S. Government
Fund B Class, and the U.S. Government Fund Institutional Class, all
in reliance upon the Rule, and the Notice will be filed to make
definite the registration of the shares of common stock of such
series sold by the Company under the Securities Act of l933 (the
"l933 Act") for such period. You have also informed us that all of
such shares were issued in accordance with the provisions relating
thereto in the registration statement filed under the l933 Act by
the Company 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 l940 and l933 Acts 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 each Series of the Company described
in the Rule 24f-2 Notice as having been sold in reliance on the
Rule during the period 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 l933 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
By: /s/STEVEN M. FELSENSTEIN
------------------------
Steven M. Felsenstein
SMF/nlk
