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 C Class
DelCap Fund Institutional
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:
09/30/96
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: 3,286,906 shares
($100,776,548).
9. Number and aggregate sale price of securities sold during the
fiscal year: $405,695,145
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: $386,846,273
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable: $110,417,182
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):
$ 386,846,273
--------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 110,417,182
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- 497,263,455
--------------
(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): N/A
--------------
(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). [ ]
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: 11/21/96
------------------------ --------
Rosemary E. Milner
Vice President
------------------------
STRADLEY RONON STEVENS & YOUNG, LLP
2600 ONE COMMERCE SQUARE
PHILADELPHIA, PENNSYLVANIA 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8074
November 21, 1996
Delaware Group DelCap Fund, Inc.
One Commerce Square
Philadelphia, Pa. 19103
Gentlemen:
You have informed us that, in accordance with
Rule 24f-2 (the "Rule") under the Investment Company Act of l940,
as amended, (the "l940 Act"), Delaware Group DelCap Fund, Inc.
(the "Fund"), a Maryland corporation, intends to file a Rule 24f-
2 Notice (the "Notice") with the United States Securities and
Exchange Commission. The Notice will recite that pursuant to the
Rule the Fund, during the fiscal year ending September 30, l996,
sold shares of common stock of the DelCap Fund A Class, the
DelCap Fund B Class, the DelCap Fund C Class, and the DelCap Fund
Institutional Class of the Company with an aggregate public
offering price of $386,846,273 (not including $110,417,182 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 such shares of common stock of each series
registered by the Fund under the Securities Act of l933 (the
"l933 Act") for sale during such period under the Rule. 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 Fund
as such registration statement was currently in effect during the
period.
We have acted as legal counsel to the Fund during the
period of time referred to above and, as such, have reviewed the
Articles of Incorporation of the Fund; 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 Fund 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 Fund.
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 Fund's registration statement under the
l933 Act and to the reference to us in the prospectus of the Fund
as legal counsel who have passed upon the legality of the
offering of the Fund'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 Fund is offered for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /S/STEVEN M. FELSENSTEIN
------------------------
Steven M. Felsenstein
SMF/nlk
1847.1
