DELAWARE GROUP PREMIUM FUND INC
497, 1996-07-18
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                              July 18, 1996

                     DELAWARE GROUP PREMIUM FUND, INC.
                                     
                Supplement to Prospectus dated May 1, 1996

     The following revises information on page 1 of the
Prospectus.

     The Statement of Additional Information is available,
without charge, by writing to Delaware Distributors, L.P. at 1818
Market Street, Philadelphia, PA 19103 or by calling 800-523-1918.


     The following amends and supplements the information in,
respectively, the first and fourth paragraphs in the section of
the Prospectus entitled Mortgage-Backed Securities under Other
Considerations.

          The Capital Reserves and Multiple Strategy Series may
invest in mortgage-backed securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities or government
sponsored corporations or those issued by certain private, non-
government corporations, such as financial institutions.  Two
principal types of mortgage-backed securities are collateralized
mortgage obligations (CMOs) and real estate mortgage investment
conduits (REMICs).
     CMOs and REMICs issued by private entities are not
government securities and are not directly guaranteed by any
government agency.  They are secured by the underlying collateral
of the private issuer.  Such private-backed securities may be
100% collateralized at the time of issuance by securities issued
or guaranteed by the U.S. Government, its agencies, or
instrumentalities (so-called "agency mortgage-backed securities")
or may not be so collateralized (so-called "non-agency mortgage-
backed securities").  The Series may invest in agency and non-
agency mortgage-backed securities.  For both Series, non-agency
mortgage-backed securities may comprise up to 20% of their
respective assets, but all non-agency mortgage-backed securities
must i) be rated at the time of purchase in the four top rating
categories by a nationally-recognized statistical rating
organization (e.g., BBB or better by Standard & Poor's Ratings
Group or Baa or better by Moody's Investors Service, Inc.) and
(ii) represent interests in whole-loan mortgages, multi-family
mortgages, commercial mortgages or other mortgage collateral
supported by a first mortgage lien on real estate.  Non-agency
mortgage-backed securities are subject to the interest rate and
prepayment risks to which other CMOs and REMICs issued by private
issuers are subject.  Non-agency mortgage-backed securities may
also be subject to a greater risk of loss of interest and
principal because they are not collateralized by securities
issued or guaranteed by the U.S. Government.  In addition, timely
information concerning the loans underlying these securities may
not be as readily available and the market for these securities
may be less liquid than the market for other CMOs and REMICs.



The following amends the portfolio manager information under
Management of the Fund.


     Gerald S. Frey has joined Edward N. Antoian as Vice
President/Senior Portfolio Manager and co-manager of the Growth
and Emerging Growth Series.  Mr. Frey has approximately 20 years'
experience in the money management business and holds a BA in
Economics from Bloomsburg University and an MBA from Wilkes
College.  Prior to joining the Delaware Group in 1996, he was a
Senior Director with Morgan Grenfell Capital Management in New
York.<PAGE>
July 18, 1996


                     DELAWARE GROUP PREMIUM FUND, INC.
                                     
                Supplement to Prospectus dated May 1, 1996

     The following amends and supplements the information in,
respectively, the first and fourth paragraphs in the section of
the Prospectus entitled Mortgage-Backed Securities under Other
Considerations.

          The Capital Reserves and Multiple Strategy Series may
invest in mortgage-backed securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities or government
sponsored corporations or those issued by certain private, non-
government corporations, such as financial institutions.  Two
principal types of mortgage-backed securities are collateralized
mortgage obligations (CMOs) and real estate mortgage investment
conduits (REMICs).
     CMOs and REMICs issued by private entities are not
government securities and are not directly guaranteed by any
government agency.  They are secured by the underlying collateral
of the private issuer.  Such private-backed securities may be
100% collateralized at the time of issuance by securities issued
or guaranteed by the U.S. Government, its agencies, or
instrumentalities (so-called "agency mortgage-backed securities")
or may not be so collateralized (so-called "non-agency mortgage-
backed securities").  The Series may invest in agency and non-
agency mortgage-backed securities.  For both Series, non-agency
mortgage-backed securities may comprise up to 20% of their
respective assets, but all non-agency mortgage-backed securities
must i) be rated at the time of purchase in the four top rating
categories by a nationally-recognized statistical rating
organization (e.g., BBB or better by Standard & Poor's Ratings
Group or Baa or better by Moody's Investors Service, Inc.) and
(ii) represent interests in whole-loan mortgages, multi-family
mortgages, commercial mortgages or other mortgage collateral
supported by a first mortgage lien on real estate.  Non-agency
mortgage-backed securities are subject to the interest rate and
prepayment risks to which other CMOs and REMICs issued by private
issuers are subject.  Non-agency mortgage-backed securities may
also be subject to a greater risk of loss of interest and
principal because they are not collateralized by securities
issued or guaranteed by the U.S. Government.  In addition, timely
information concerning the loans underlying these securities may
not be as readily available and the market for these securities
may be less liquid than the market for other CMOs and REMICs.









The following amends the portfolio manager information under
Management of the Fund.


     Gerald S. Frey has joined Edward N. Antoian as Vice
President/Senior Portfolio Manager and co-manager of the Growth
Series.  Mr. Frey has approximately 20 years' experience in the
money management business and holds a BA in Economics from
Bloomsburg University and an MBA from Wilkes College.  Prior to
joining the Delaware Group in 1996, he was a Senior Director with
Morgan Grenfell Capital Management in New York.<PAGE>
July 18, 1996


                     DELAWARE GROUP PREMIUM FUND, INC.
                                     
                Supplement to Prospectus dated May 1, 1996


     The following revises information on page 1 of the
Prospectus.

     The Statement of Additional Information is available,
without charge, by writing to Delaware Distributors, L.P. at 1818
Market Street, Philadelphia, PA 19103 or by calling 800-523-1918.



The following amends the portfolio manager information under
Management of the fund.


     Gerald S. Frey has joined Edward N. Antoian as Vice
President/Senior Portfolio Manager and co-manager of the Emerging
Growth Series.  Mr. Frey has approximately 20 years' experience
in the money management business and holds a BA in Economics from
Bloomsburg University and an MBA from Wilkes College.  Prior to
joining the Delaware Group in 1996, he was a Senior Director with
Morgan Grenfell Capital Management in New York.<PAGE>
July 18, 1996

                     DELAWARE GROUP PREMIUM FUND, INC.
                        INTERNATIONAL EQUITY SERIES

                Supplement to Prospectus dated May 1, 1996

     The following revises information on page 1 of the
Prospectus.

     The Statement of Additional Information is available,
without charge, by writing to Delaware Distributors, L.P. at 1818
Market Street, Philadelphia, PA 19103 or by calling 800-523-1918. 


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