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 C Class
U.S. Government Fund Institutional Class
3. Investment Company Act File Number: 811-4304
Securities Act File Number: 2-97889
4. Last day of fiscal year for which this notice is filed:
07/31/96
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: $27,796,552.56
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: $27,796,552.56
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $9,015,390.12
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):
$27,796,552.56
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 9,015,390.12
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
-66,191,386.64
--------------
(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): 29,333,984.16
--------------
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation:
x 1/29 of 1%
--------------
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ - 0 -
==============
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). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: 09/17/96
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: 09/20/96
------------------------ --------
Rosemary E. Milner
Vice President
------------------------
STRADLEY, RONON, STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, PA 19103
(215) 564-8000
Fax (215) 564-8120
Direct Dial: (215) 564-8074
September 20, 1996
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. The Notice will
recite that pursuant to the Rule, during the fiscal year ended July
3l, l996, the Company sold shares of common stock of its U.S.
Government Fund A Class, U.S. Government Fund B Class, U.S.
Government Fund B Class, and U.S. Government Fund Institutional
Class, all in reliance upon the Rule, with an aggregate public
offering price of $27,796,552.56 (not including $9,015,390.12 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 common stock of such series sold by the Company
under the Securities Act of l933 (the "l933 Act") for such period
under the Rule. 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, LLP
By: /S/STEVEN M. FELSENSTEIN
------------------------
Steven M. Felsenstein
SMF/nlk
30980.2
