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 DelCap Fund, Inc.
2005 Market Street
Philadelphia, PA 19103
2. Name of each series or class of funds for which this notice
is filed:
DelCap Fund A Class
DelCap Fund B Class
DelCap Fund Institutional Class
3. Investment Company Act File Number: 811-4413
Securities Act File Number: 33-442
4. Last day of fiscal year for which this notice is filed:
09/30/95
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: $215,991,156
10. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $62,545,048
11. Number and aggregate sale price of securities sold during
the fiscal year: $278,536,204
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): $ 215,991,156
--------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 10, if applicable): + 62,545,048
--------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 379,312,752
--------------
(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)]: $ N/A
==============
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: 11/29/95
------------------------ --------
Rosemary E. Milner
Vice President
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Direct Dial: (215) 564-8074
November 29, 1995
Delaware Group DelCap Fund, Inc.
One Commerce Square
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 DelCap 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 October l, l994 and ending September 30, l995, the
Company sold shares of common stock of the DelCap Fund A Class,
the DelCap Fund B Class and the DelCap Fund Institutional Class
of the Company with an aggregate public offering price of
$215,991,156 (not including $62,545,048 of shares issued in
connection with dividend reinvestment plans which are reported on
the Notice for purposes of the fee computation table) pursuant to
Rule 24f-2. The Notice will be filed to make definite the
registration of such shares of common stock sold by the Company
under the Securities Act of l933 (the "l933 Act") pursuant to the
Rule for such period. You have also informed us that all of such
shares covered by the Notice 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 the Company described in the
Rule 24f-2 Notice as having been sold pursuant to 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
1621.1
