VOYAGEUR INTERMEDIATE TAX FREE FUNDS
N-8A/A, 1999-11-01
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-8A

           ADOPTION OF AND AMENDMENT TO NOTIFICATION OF REGISTRATION
                      FILED PURSUANT TO SECTION 8(a) OF THE
                         INVESTMENT COMPANY ACT OF 1940

                   Investment Company Act File No. 811-4364

           The undersigned,  a Delaware business trust, hereby notifies the U.S.
Securities  and Exchange  Commission  (the  "Commission")  that the Trust hereby
adopts the Notification of Registration of Voyageur Intermediate Tax Free Funds,
Inc., a Maryland  corporation,  under and pursuant to the  provisions of Section
8(a) of the Investment  Company Act of 1940, as amended,  and in connection with
such notification of registration submits the following information:

Name of Registrant:       Voyageur Intermediate Tax Free Funds
                          (a Delaware business trust, as successor registrant to
                          Voyageur Intermediate Tax Free Funds, Inc., a Maryland
                          corporation)

Address of Principal Business Office (No. & Street, City, State, Zip Code):

                          1818 Market Street
                          Philadelphia, PA 19103

Telephone Number (including area code):      (215) 255-1255

Name and address of agent for service of process:

                          Eric E. Miller, Esq.
                          1818 Market Street
                          Philadelphia, PA 19103

Check Appropriate Box:

                     Registrant  is  filing  an  Amendment  to its  Registration
                     Statement  pursuant  to  Section  8(b)  of  the  Investment
                     Company  Act of 1940,  as  amended,  concurrently  with the
                     filing of Form N-8A:

                          YES   [ ]     NO   [X] 1

Item 1.              Exact name of Registrant:  Voyageur Intermediate Tax Free
                     Funds

Item 2.              State and Date of Organization:  Delaware; December 17,
                     1998

Item 3.              Form of Organization:  business trust

Item 4.              Classification of Registrant:  management company

Item 5(a).           Registrant is an open-end company.

Item 5(b).           Registrant is a non-diversified investment company.

Item 6.              Name and address of Investment Adviser of Registrant:

                     Delaware Management Company
                     a series of Delaware Management Business Trust
                     2005 Market Street
                     One Commerce Square
                     Philadelphia, PA 19103

Item 7.              Trustees and Officers of the Registrant:

                      Wayne A. Stork, Chairman and Trustee
                      David A. Downes, President, Chief Executive Officer,
                        Chief Operating Officer, Chief Financial Officer and
                        Trustee
                     Walter P. Babich, Trustee
                     Anthony D. Knerr, Trustee
                     Ann R. Leven, Trustee
                     Thomas F. Madison, Trustee
                     Charles E. Peck, Trustee
                     Jan L. Yoemans, Trustee
                     H. Thomas McMeekin, Executive Vice President and Chief
                        Investment Officer, Fixed Income
                     Richard J. Flannery, Esq., Executive Vice President and
                        General Counsel
                     Eric E. Miller, Esq., Senior Vice President, Deputy
                           General Counsel, Secretary
                     Joseph H. Hastings, Senior Vice President, Corporate
                        Controller
                     Michael P. Bishof, Senior Vice President, Treasurer
                     Mitchell L. Conery, Vice President, Senior Portfolio
                        Manager
                     Patrick P. Coyne, Vice President, Senior Portfolio Manager
                     Elizabeth H. Howell, Vice President, Senior Portfolio
                        Manager
                     Amdrew M. McCullagh, Jr., Vice President, Senior
                        Portfolio Manager

                     The address for each of the  trustees  and  officers of the
                     Registrant:

                     1818 Market Street
                     Philadelphia, PA 19103

Item 8.              Not Applicable.

Item 9(a).           No.

Item 9(b).           Not Applicable.

Item 9(c).           Yes.  The Registrant, Voyageur Intermediate Tax Free
                     Funds, proposes to begin a public offering of its shares
                     of beneficial interest commencing after the closing of
                     the reorganization of Voyageur Intermediate Tax Free
                     Funds, Inc. (which is currently a registered investment
                     company engaged in a public offering of its shares) into
                     the Registrant, which is scheduled to occur on November
                     1, 1999, before 9:00 a.m.  In this reorganization, the
                     Registrant will receive all of the assets and liabilities
                     of Voyageur Intermediate Tax Free Funds, Inc. in exchange
                     for shares of the Registrant.

Item 9(d).           No.

Item 9(e).           Not Applicable.

Item 10.             Current value of Registrant's total assets:
                     None

Item 11.             No.

Item 12.             None.


                                   SIGNATURES

           Pursuant to the  requirements of the Investment  Company Act of 1940,
as  amended,  the  Registrant  has caused  this  Adoption  of and  Amendment  to
Notification  of  Registration  to be duly  signed on its  behalf in the City of
Philadelphia,  and  the  Commonwealth  of  Pennsylvania  as of the  29th  day of
October, 1999.


                          VOYAGEUR INTERMEDIATE TAX FREE FUNDS


                          By   /S/ ERIC E. MILLER
                               Eric E. Miller, Senior Vice President and
                               Secretary


Attest:    /S/ MICHAEL D. MABRY
           Michael D. Mabry, Vice President
           and Assistant Secretary

- - --------
1   On  August  16,   1999,   Voyageur   Intermediate   Tax  Free  Funds   filed
    Post-Effective  Amendment No. 29 to the registration  statement on Form N-lA
    of  Voyageur  Intermediate  Tax Free  Funds,  Inc.  in  connection  with the
    reorganization  of Voyageur  Intermediate Tax Free Funds, Inc. into Voyageur
    Intermediate  Tax Free Funds.  By and in  Post-Effective  Amendment  No. 29,
    which was filed pursuant to Rule 485(a) under the Securities Act of 1933, as
    amended  (the  "1933  Act"),   Voyageur  Intermediate  Tax  Free  Funds,  as
    successor,  adopted  the  registration  statement  on Form N-1A of  Voyageur
    Intermediate Tax Free Funds, Inc. as its own registration statement pursuant
    to Rule 414 under the 1933 Act.



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