DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS INC
497, 1997-12-22
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 INTERNATIONAL SMALL CAP FUND                     PROSPECTUS
    
                                                                 
                                              DECEMBER 22, 1997
     
 A CLASS SHARES
 B CLASS SHARES
 C CLASS SHARES
 
               _______________________________________________
 
 
                 1818 Market Street, Philadelphia, PA  19103
 
          For Prospectus and Performance:  Nationwide 800-523-4640
 
           Information on Existing Accounts:  (SHAREHOLDERS ONLY)
                           Nationwide 800-523-1918
 
                  Dealer Services:  (BROKER/DEALERS ONLY) 
                           Nationwide 800-362-7500
 
                 Representatives of Financial Institutions:
                           Nationwide 800-659-2265
 
 
      This Prospectus describes shares of the International Small
 Cap Series (the "Fund") of Delaware Group Global &
 International Funds, Inc. ("Global Funds, Inc."), a
 professionally-managed mutual fund of the series type.
 
      The Fund s investment objective is to achieve long-term
 capital appreciation.  The Fund seeks to achieve its objective
 by investing primarily in equity securities of small non-U.S.
 companies, which may include companies located or operating in
 established or emerging countries.  See Investment Objective and
 Strategies.  
 
      The Fund offers three retail classes of shares:  "Class A
 Shares," "Class B Shares" and "Class C Shares" (individually, a
 "Class" and collectively, the "Classes").  
    
      This Prospectus relates only to the Classes and sets forth
 information that you should read and consider before you
 invest.  Please retain it for future reference.  The Fund s
 Statement of
 
 
 Additional Information ("Part B"  of Global Funds, Inc.'s
 registration statement), dated July 21, 1997 (as revised
 December 22, 1997), as it may be amended from time to time,
 contains additional information about the Fund and has been
 filed with the Securities and Exchange Commission.  Part B is
 incorporated by reference into this Prospectus and is
 available, without charge, by writing to Delaware Distributors,
 L.P. at the above address or by calling the above numbers. 
 When the Fund commences operations, its financial statements
 will appear in the Annual Report of Global Funds, Inc. and will
 accompany any response to requests for Part B.  
     
      The Fund also offers an Institutional Class, which is
 available for purchase only by certain investors.  A prospectus
 for the Fund s Institutional Class can be obtained by writing
 to Delaware Distributors, L.P. at the above address or by
 calling the above numbers.
 
 
 TABLE OF CONTENTS
 
 Cover Page                         How to Buy Shares   
 Synopsis                           Redemption and Exchange  
 Summary of Expenses                Dividends and Distributions
 Investment Objective               Taxes
      and Strategies                Calculation of Offering 
          Suitability                    Price and Net Asset 
          Investment Strategy            Value Per Share     
          Special Risk              Management of the Fund   
               Considerations       Other Investment Policies
 The Delaware Difference                 and Risk            
                                         Considerations
      Plans and Services            Appendix A-Ratings       
 Classes of Shares                  
 
                          
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
 SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
 COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
 ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
 ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
 CONTRARY IS A CRIMINAL OFFENSE.
 
 
 
 BE SURE TO CONSULT YOUR FINANCIAL ADVISER WHEN MAKING
 INVESTMENTS.  MUTUAL FUNDS CAN BE A VALUABLE PART OF YOUR
 FINANCIAL PLAN; HOWEVER, SHARES OF THE FUND ARE NOT FDIC OR
 NCUSIF INSURED, ARE NOT GUARANTEED BY ANY BANK OR ANY CREDIT
 UNION, ARE NOT OBLIGATIONS OF ANY BANK OR ANY CREDIT UNION, AND
 INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE
 PRINCIPAL AMOUNT INVESTED.  SHARES OF THE FUND ARE NOT BANK OR
 CREDIT UNION DEPOSITS.
 
 
 SYNOPSIS
 
 Investment Objective
      The investment objective of the Fund is to achieve long-
 term capital appreciation.  The Fund seeks to achieve its
 objective by investing primarily in equity securities of small
 non-U.S. companies, which may include companies located or
 operating in established or emerging countries.  The Fund is an
 international fund.  Under normal market conditions, at least
 65% of the Fund's total assets will be invested in equity
 securities of companies organized or having a majority of their
 assets in or deriving a majority of their operating income in
 at least three different countries outside of the United
 States.  The current market capitalization of the companies in
 which the Fund intends to invest primarily generally will be
 $1.5 billion or less (at the time of purchase).
 
      For further details, see Investment Objective and
 Strategies and Other Investment Policies and Risk
 Considerations.
 
 Risk Factors and Special Considerations
      Prospective investors should consider a number of factors: 
 
      1.   Investing in securities of non-United States
 companies which are generally denominated in foreign currencies
 and the utilization of forward foreign currency exchange
 contracts involve certain risk and opportunity considerations
 not typically associated with investing in United States
 companies.  See Special Risk Considerations-Foreign Securities
 Risks and Other Investment Policies and Risk Considerations.
 
      2.   The Fund has the right to engage in options and
 futures transactions for hedging purposes, to counterbalance
 portfolio volatility.  In connection with futures transactions,
 the Fund will maintain certain collateral in special accounts
 established with futures commission merchants or on its behalf
 in the care of The Chase Manhattan Bank (the "Custodian Bank"). 
 While the Fund does not engage in options and futures for
 speculative purposes, there are risks which result from the use
 of these instruments, and an investor should carefully review
 the descriptions of these risks in this Prospectus.  See
 Options and Futures Contracts and Options on Futures Contracts
 under Other Investment Policies and Risk Considerations.
 
      3.   The prices of equity securities, especially those of
 the smaller non-U.S. companies in which the Fund will primarily
 invest, tend to fluctuate, particularly in the shorter term. 
 Investors in the Fund should be willing to accept the risks
 associated with emerging and growth-oriented companies, some of
 the securities of which may be speculative and subject the Fund
 to additional investment risk.  See Special Risk Considerations
 and Other Investment Policies and Risk Considerations.
 
      4.   The Fund may invest up to 15% of its assets, in high
 yield, high risk foreign fixed-income securities, including
 Brady Bonds.  Consequently, greater risks may be involved with
 an investment in the Fund.  See High Yield, High Risk
 Securities under Investment Objective and Strategies.
 
      5.   The Fund may invest a portion of its assets in the
 markets of certain emerging countries.   Investments in
 securities of companies in emerging markets present a greater
 degree of risk than tends to be the case for foreign
 investments in Western Europe and other developed markets. 
 Among other things, there is a greater possibility of
 expropriation, nationalization, confiscatory taxation, income
 earned or other special taxes, foreign exchange restrictions,
 limitations on the repatriation of income and capital from
 investments, defaults in foreign government debt, and economic,
 political or social instability.  In addition, in many emerging
 markets, there is substantially less publicly available
 information about issuers and the information that is available
 tends to be of a lesser quality.  Economic markets and
 structures tend to be less mature and diverse and the
 securities markets which are subject to less government
 regulation or supervision may also be smaller, less liquid and
 subject to greater price volatility.  See Special Risk
 Considerations-Emerging Markets Securities Risks.
 
 Investment Manager, Sub-Adviser, Distributor and Service Agent
      Delaware International Advisers Ltd. ("Delaware
 International" or the "Manager") is the investment manager for
 the Fund and, in that capacity, provides investment advice to
 the Fund, subject to the supervision of Global Funds, Inc.'s
 Board of Directors.  Delaware Distributors, L.P. (the
 "Distributor") is the national distributor for the Fund and for
 all of the other mutual funds in the Delaware Group.  Delaware
 Service Company, Inc. (the "Transfer Agent") is the shareholder
 servicing, dividend disbursing, accounting services and
 transfer agent for the Fund and for all of the other mutual
 funds in the Delaware Group.  See Summary of Expenses and
 Management of the Fund for further information regarding the
 Manager and the fees payable under the Fund's Investment
 Management Agreement. 
 
 Sales Charges
    
      The price of Class A Shares includes a maximum front-end
 sales charge of 4.75% of the offering price.  The front-end
 sales charge is reduced on certain transactions of at least
 $100,000 but under $1,000,000.  For purchases of $1,000,000 or
 more, the front-end sales charge is eliminated (subject to a
 CDSC of 1% if shares are redeemed within 12 months of purchase
 and a dealer commission was paid in connection with such
 purchase).  Class A Shares are subject to annual 12b-1 Plan
 expenses for the life of the investment.
 
      The price of Class B Shares is equal to the net asset
 value per share.  Class B Shares are subject to a contingent
 deferred sales charge ("CDSC") of:  (i) 4% if shares are
 redeemed within two years of purchase; (ii) 3% if shares are
 redeemed during the third or fourth year following purchase;
 (iii) 2% if shares are redeemed during the fifth year following
 purchase; and (iv) 1% if shares are redeemed during the sixth
 year following purchase.  Class B Shares are subject to annual
 12b-1 Plan expenses for approximately eight years after
 purchase.  
     
      The price of Class C Shares is equal to the net asset
 value per share.  Class C Shares are subject to a CDSC of 1% if
 shares are redeemed within 12 months of purchase.  Class C
 Shares are subject to annual 12b-1 Plan expenses for the life
 of the investment.
 
      See Classes of Shares and Distribution (12b-1) and Service
 under Management of the Fund.
 
 Purchase Amounts
      Generally, the minimum initial investment in any Class is
 $1,000.  Subsequent investments generally must be at least
 $100.
 
      Each purchase of Class B Shares is subject to a maximum
 purchase limitation of $250,000.  For Class C Shares, each
 purchase must be in an amount that is less than $1,000,000. An
 investor may exceed these maximum purchase limitations for
 Class B Shares and Class C Shares by making cumulative
 purchases over a period of time.  An investor should keep in
 mind, however, that reduced front-end sales charges apply to
 investments of $100,000 or more in Class A Shares, and that
 Class A Shares are subject to lower annual 12b-1 Plan expenses
 than Class B and Class C Shares and generally are not subject
 to a CDSC.  The minimum and maximum purchase amounts for
 retirement plans may vary.  See How to Buy Shares.
 
 Redemption and Exchange
      Class A Shares may be redeemed or exchanged at the net
 asset value calculated after receipt of the redemption or
 exchange request.  Neither the Fund nor the Distributor
 assesses a charge for redemptions or exchanges of Class A
 Shares, except for certain redemptions of shares purchased at
 net asset value, which may be subject to a CDSC if a dealer's
 commission was paid in connection with such purchases.  See
 Front-End Sales Charge Alternative - Class A Shares under
 Classes of Shares.
 
      Class B Shares and Class C Shares may be redeemed or
 exchanged at the net asset value calculated after receipt of
 the redemption or exchange request subject, in the case of
 redemptions, to any applicable CDSC.  Neither the Fund nor the
 Distributor assesses any charges other than the CDSC for
 redemptions or exchanges of Class B or Class C Shares.  There
 are certain limitations on an investor's ability to exchange
 shares between the various classes of shares that are offered. 
 See Redemption and Exchange.
 
 Open-End Investment Company
      Global Funds, Inc. is an open-end, registered management
 investment company.  The Fund operates as a diversified fund as
 defined under the 1940 Act.  Global Funds, Inc. was organized
 as a Maryland corporation on May 30, 1991.  See Shares under
 Management of the Fund.
 
 SUMMARY OF EXPENSES
 
      A general comparison of the sales arrangements and other
 expenses applicable to Class A, Class B and Class C Shares
 follows.  The amounts under the heading "Other Operating
 Expenses" are based on estimates for the Fund's initial fiscal
 year in which it commences operations.
    
 Shareholder                        Class A   Class B   Class C
 Transaction Expenses               Shares    Shares    Shares
 _______________________________________________________________
 
 Maximum Sales Charge Imposed 
 on Purchases (as a percentage 
 of offering price)                 4.75%     None        None
 
 Maximum Sales Charge Imposed 
 on Reinvested Dividends (as a 
 percentage of offering price)       None     None        None
 
 Maximum Contingent Deferred 
 Sales Charge (as a percentage 
 of original purchase price or 
 redemption proceeds, as 
 applicable)                        None*    4.00%*      1.00%*
 
 Redemption Fees                    None**   None**      None**
 
    
 *  Class A purchases of $1 million or more may be made at net
 asset value.  However, if in connection with any such
 purchase a dealer commission is paid to the financial
 adviser through whom such purchase is effected, a CDSC of 1%
 will be imposed on certain redemptions within 12 months of
 purchase ("Limited CDSC").  Additional Class A purchase
 options involving the imposition of a CDSC may be permitted
 as described in the Prospectus from time to time.  Class B
 Shares are subject to a CDSC of:  (i) 4% if shares are
 redeemed within two years of purchase; (ii) 3% if shares are
 redeemed during the third or fourth year following purchase;
 (iii) 2% if shares are redeemed during the fifth year
 following purchase; (iv) 1% if shares are redeemed during
 the sixth year following purchase; and (v) 0% thereafter.
 Class C Shares are subject to a CDSC of 1% if the shares are
 redeemed within 12 months of purchase.  See Contingent
 Deferred Sales Charge for Certain Redemptions of Class A
 Shares Purchased at Net Asset Value under Redemption and
 Exchange; and Deferred Sales Charge Alternative - Class B
 Shares and Level Sales Charge Alternative - Class C Shares
 under Classes of Shares.  
     
 ** CoreStates Bank, N.A. currently charges $7.50 per
 redemption for redemptions payable by wire.
 
    
    Investors utilizing the Delaware Group Asset Planner asset
 allocation service also typically incur an annual maintenance
 fee of $35 per Strategy.  However, effective November 1, 1996,
 the annual maintenance fee is waived until further notice. 
 Investors who utilize the Asset Planner for an Individual
 Retirement Plan ("IRA") will pay an annual IRA fee of $15 per
 Social Security Number.  See Part B.
 
 
 Annual Operating Expenses
 (as a percentage of  average    Class A  Class B  Class C
 daily net assets)               Shares   Shares   Shares
 _______________________________________________________________
 
 Management Fees 
 (after voluntary waivers)       0.00%     0.00%      0.00%
 
 12b-1 Plan Expenses 
 (including service fees)
 (after voluntary waivers)   0.00%+/++ 0.00%+/++  0.00%+/++
 
 Other Operating Expenses 
 (after voluntary payments)  1.25%++    1.25%++   1.25%++
 
      Total Operating Expenses 
      (after voluntary 
       waivers and payments)  1.25%++   1.25%++   1.25%++
 
 +  Class A Shares, Class B Shares and Class C Shares are
 subject to separate 12b-1 Plans.  Long-term shareholders may
 pay more than the economic equivalent of the maximum front-end
 sales charges permitted by rules of the National Association of
 Securities Dealers, Inc. (the "NASD").  The Distributor has
 elected voluntarily to waive its right to receive 12b-1 Plan
 fees (including service fees) from the commencement of the
 public offering of the Classes through May 31, 1998.  In the
 absence of those waivers, 12b-1 Plan expenses would equal 0.30%
 for Class A Shares and 1.00% for each of Class B and Class C
 Shares.  See Distribution (12b-1) and Service under Management
 of the Fund.
 
 ++ "Total Operating Expenses" and "Other Operating Expenses"
 for     Class A Shares, Class B Shares and Class C Shares are
 based on     estimated amounts for the first full fiscal year of
 the     Classes, after giving effect to the voluntary expense
 waiver.  As noted above, the Distributor has elected to
 voluntarily waive 12b-1 Plan expenses through May 31, 1998. 
 Also, the Manager has elected voluntarily to waive that
 portion, if any, of the annual management fees payable by the
 Fund and to pay certain expenses of the Fund to the extent
 necessary to ensure that the Total Operating Expenses of each
 Class of the Fund, excluding each such Class' 12b-1 fees, do
 not exceed 1.25%, from the commencement of the public offering
 of the Classes    through May 31, 1998.  If the voluntary expense
 waivers by the Distributor and the Manager were not in effect,
 it is estimated that for the first full year, the Total
 Operating Expenses, as a percentage of average daily net
 assets, would be 3.17%, 3.87%    and 3.87%, respectively, for
 Class A Shares, Class B Shares and    Class C Shares, reflecting
 management fees of 1.25%.
 
 
    For expense information about the Fund s Institutional
 Class of shares, see the separate prospectus relating to that
 class.
 
      The following example illustrates the expenses that an
 investor would pay on a $1,000 investment over various time
 periods, assuming (1) a 5% annual rate of return, (2)
 redemption and no redemption at the end of each time period and
 (3) for Class B Shares and Class C Shares, payment of a CDSC at
 the time of redemption, if applicable.  The following example
 assumes the voluntary waiver of the management fee and/or other
 payments of expenses by the Manager and of the 12b-1 Plan fees
 by the Distributor as discussed in this Prospectus.
 
              Assuming Redemption    Assuming No Redemption
                1 year  3 years       1 year     3 years
 Class A Shares  $60(1)    $85            $60        $85
 
 Class B Shares(2)$53      $70            $13        $40
 
 Class C Shares   $23      $40            $13        $40
     
 
 (1)     Generally, no redemption charge is assessed upon
 redemption of Class A Shares.  Under certain circumstances,
 however, a Limited CDSC, which has not been reflected in this
 calculation, may be imposed on certain redemptions within 12
 months of    purchase.  See Contingent Deferred Sales Charge for
 Certain Redemptions of Class A Shares Purchased at Net Asset
 Value under Redemption and Exchange.
 
    
 (2)     At the end of approximately eight years after purchase,
 Class B Shares will be automatically converted into Class A
 Shares. The example above does not assume conversion of Class B
 Shares since it reflects figures only for one and three years. 
 See Automatic Conversion of Class B Shares under Classes of
 Shares for a description of the automatic conversion feature.
     
 
 This example should not be considered a representation of past
 or future expenses or performance.  Actual expenses may be
 greater or less than those shown.
 
    The purpose of the above tables is to assist the investor
 in understanding the various costs and expenses that an
 investor in each Class will bear directly or indirectly.
 
 INVESTMENT OBJECTIVE AND STRATEGIES
 
 SUITABILITY
    Investors considering the Fund should have a long-term
 investment time frame.
 
    The Fund cannot assure a specific rate of return or that
 principal will be protected.  The value of the Fund s shares
 can be expected to move up and down depending on market
 conditions.  Consequently, appreciation may be obtained in
 periods of generally rising markets, while in declining markets
 the value of the Fund's shares may decline.
 
    Investments in foreign securities, whether equity or
 fixed-income, involve special risks including those related to
 currency fluctuations, as well as to political, economic and
 social situations different from and potentially more volatile
 than those in the United States.  In addition, the accounting,
 tax and financial reporting standards of foreign countries are
 different from and may be less reliable or comprehensive than
 those relating to U.S. securities issuers.  See Special Risk
 Considerations for a complete discussion of the risk factors
 affecting any international investment.  For these reasons, the
 Fund is not suitable for short-term investors.  However,
 through the cautious selection and supervision of its
 portfolio, the Manager will strive to achieve the Fund's
 objective.
 
    The Fund may be suitable for investors with a long-term
 investment horizon (of at least three years) who are looking
 for long-term growth potential from a portfolio of
 international securities.  The Fund will invest primarily in
 equity securities of small non-U.S. companies in established or
 emerging countries.  Investors should be willing to accept the
 risks associated with foreign investing as well as with
 investments in growth-oriented or emerging issuers, some of
 which may be speculative and subject the Fund to additional
 investment risk.
 
                        * * *
 
    Ownership of shares of the Fund reduces the bookkeeping
 and administrative inconveniences that would be involved with
 direct purchases of the securities held in the Fund's
 portfolio.
 
    Investors should not consider a purchase of shares of the
 Fund as equivalent to a complete investment program.  The
 Delaware Group includes a family of funds, generally available
 through registered investment dealers, which may be used
 together to create a more complete investment program.
 
 INVESTMENT STRATEGY
    The investment objective of the Fund is to achieve long-
 term capital appreciation.  The Fund seeks to achieve its
 objective by investing primarily in equity securities of
 smaller non-U.S. companies, which may include companies located
 or operating in established or emerging countries.  The Fund is
 an international fund.  Under normal circumstances, at least
 65% of the Fund's total assets will be invested in equity
 securities of companies organized or having a majority of their
 assets in or deriving a majority of their operating income in
 at least three different countries outside of the United
 States.  The current market capitalization of the companies in
 which the Fund intends to invest primarily generally will be
 $1.5 billion or less (at the time of purchase).
 
    The equity securities in which the Fund may invest include
 common stocks, preferred stocks, rights or warrants to purchase
 common stocks and securities convertible into common stocks. 
 The Fund may also invest in foreign companies through sponsored
 or unsponsored American Depositary Receipts, European
 Depositary Receipts or Global Depositary Receipts ("Depositary
 Receipts"), which are receipts typically issued by a bank or
 trust company evidencing ownership of underlying securities
 issued by a foreign company.  By focusing on smaller, non-U.S.
 companies, the Fund seeks to identify equity securities of
 emerging and other growth-oriented companies which in the
 opinion of the Manager, are responsive to changes within their
 markets, and have the fundamental characteristics to support
 growth.  The Manager will seek to identify changing and
 dominant trends within the relevant markets, and will purchase
 securities of companies which it believes will benefit from
 these trends.  In addition, the Manager will consider the
 financial strength of the company, the nature of its
 management, and any developments affecting the company or its
 industry.  The Manager may invest in smaller capitalization
 companies that may be temporarily out of favor or overlooked by
 securities analysts and whose value, therefore, may not yet be
 fully recognized by the market.  See Special Risk
 Considerations - Small Company Investment Risks.
 
    While the Fund may purchase securities in any foreign
 country, developed and underdeveloped, or emerging market
 countries, it is currently anticipated that the countries in
 which the Fund may invest will include, but not be limited to,
 Canada, Germany, the United Kingdom, France, the Netherlands,
 Belgium, Spain, Switzerland, Japan, Australia, Hong Kong and
 Singapore/Malaysia as well as Indonesia, Korea, the
 Philippines, Taiwan and Thailand.  With respect to certain
 countries, investments by an investment company may only be
 made through investments in closed-end investment companies
 that in turn are authorized to invest in the securities of such
 countries.  See Investment Company Securities under Other
 Investment Policies and Risk Considerations.
 
    In selecting investments for the Fund, the Manager will
 employ a dividend discount analysis across country boundaries
 and will also use a purchasing power parity approach to
 identify currencies and markets that are overvalued or
 undervalued relative to the U.S. dollar.  The Manager uses the
 dividend discount analysis to compare the value of different
 investments.  Using this technique, the Manager looks at future
 anticipated dividends and discounts the value of those
 dividends back to what they would be worth if they were being
 paid today.  With a purchasing parity approach, the Manager
 attempts to identify the amount of goods and services that a
 dollar will buy in the United States and compare that to the
 amount of a foreign currency required to buy the same amount of
 goods and services in another country.  Eventually, currencies
 should trade at levels that should make it possible for the
 dollar to buy the same amount of goods and services overseas as
 in the United States.  When the dollar buys less, the foreign
 currency may be considered to be overvalued.  When the dollar
 buys more, the currency may be considered to be undervalued.  
 
    The Fund may invest in both open-end and listed or
 unlisted closed-end investment companies, as well as
 unregistered investment companies.  See Investment Company
 Securities under Other Investment Policies and Risk
 Considerations.  The Fund may also invest in convertible
 preferred stocks that offer enhanced yield features, such as
 Preferred Equity Redemption Cumulative Stock, and certain other
 non-traditional equity securities.
 
    The Fund may invest up to 15% of its net assets in fixed-
 income securities issued by emerging country companies, and
 foreign governments, their agencies, instrumentalities or
 political subdivisions, all of which may be high yield, high
 risk fixed-income securities rated lower than BBB by Standard &
 Poor's Ratings Group ("S&P")  and Baa by Moody's Investors
 Service, Inc. ("Moody's") or, if unrated, are considered by the
 Manager to be of equivalent quality and which present special
 investment risks.  The Fund may also invest in Brady Bonds. 
 See High Yield, High Risk Securities and Special Risk
 Considerations.
 
    For temporary defensive purposes, the Fund may invest all
 or a substantial portion of its assets in high quality debt
 instruments issued by foreign governments, their agencies,
 instrumentalities or political subdivisions, the U.S.
 government, its agencies or instrumentalities (and which are
 backed by the full faith and credit of the U.S. government), or
 issued by foreign or U.S. companies.  For example, the Fund may
 invest in U.S. fixed-income markets when the Manager believes
 that the global equity markets are excessively volatile or
 overvalued so that the Fund's objective cannot be achieved in
 such markets.  Any corporate debt obligations will be rated AA
 or better by S&P, or Aa or better by Moody's, or if unrated,
 will be determined to be of comparable quality by the Manager. 
 The Fund may also invest in the securities listed above pending
 investment of proceeds from new sales of Fund shares and to
 maintain sufficient cash to meet redemption requests.
 
 Restricted and Illiquid Securities
    The Fund may invest in restricted securities, including
 securities eligible for resale without registration pursuant to
 Rule 144A ("Rule 144A Securities") under the Securities Act of
 1933 (the "1933 Act").  Rule 144A permits many privately placed
 and legally restricted securities to be freely traded among
 certain institutional buyers, such as the Fund.  See Rule 144A
 Securities under Other Investment Policies and Risk
 Considerations.  The Fund may invest up to 15% of the value of
 its net assets in illiquid securities, which are securities
 which may not be disposed of within seven days at the price at
 which they are carried on the Fund's books.  In the event the
 Fund's percentage limitation is exceeded, whether due to
 changes in the market value of the Fund's illiquid holdings or
 because a particular security is deemed to have become
 illiquid, the Manager will take steps to remedy these
 circumstances in an orderly fashion.
 
 High Yield, High Risk Securities
    The Fund may invest up to 15% of its net assets in high
 yield, high risk foreign fixed-income securities, including so-
 called Brady Bonds.  See Foreign Government Securities Risks
 under Special Risk Considerations.  In the past, in the opinion
 of the Manager, the high yields from these bonds have more than
 compensated for their higher default rates.   There can be no
 assurance, however, that yields will continue to offset default
 rates on these bonds in the future.  The Manager intends to
 maintain an adequately diversified portfolio of these bonds. 
 While diversification can help to reduce the effect of an
 individual default on the Fund, there can be no assurance that
 diversification will protect the Fund from widespread bond
 defaults brought about by a sustained economic downturn.
 
    Medium- and low-grade bonds held by the Fund may be issued
 as a consequence of corporate restructurings, such as leveraged
 buy-outs, mergers, acquisitions, debt recapitalizations or
 similar events.  Also these bonds are often issued by smaller,
 less creditworthy companies or by highly leveraged (indebted)
 firms, which are generally less able than more financially
 stable firms to make scheduled payments of interest and
 principal.  The risks posed by bonds issued under such
 circumstances are substantial.
 
    The economy and interest rates may affect these high
 yield, high risk securities differently from other securities. 
 Prices have been found to be less sensitive to interest rate
 changes than higher rated investments, but more sensitive to
 adverse economic changes or individual corporate developments. 
 Also, during an economic downturn or a substantial period of
 rising interest rates, highly leveraged issuers may experience
 financial stress which would adversely affect their ability to
 service principal and interest payment obligations, to meet
 projected business goals and to obtain additional financing. 
 Changes by recognized rating agencies in their rating of any
 security and in the ability of an issuer to make payments of
 interest and principal will also ordinarily have a more
 dramatic effect on the values of these investments than on the
 values of higher-rated securities.  Such changes in value will
 not affect cash income derived from these securities, unless
 the issuers fail to pay interest or dividends when due.  Such
 changes will, however, affect the Fund's net asset value per
 share.
 
                                    * * *
 
    The Fund may invest in securities issued in any currency
 and may hold foreign currency.  Securities of issuers within a
 given country may be denominated in the currency of another
 country or in multinational currency units such as the European
 Currency Unit ("ECU").  For purposes of the 1940 Act, the Fund
 will operate as a diversified fund. The Fund will not
 concentrate its investments in any particular industry, which
 means that the Fund will not invest 25% or more of its total
 assets in any one industry.
 
    The Fund's investment objective, Global Funds, Inc.'s
 designation as an open-end investment company, the Fund's
 designation as a diversified fund, and the Fund's policies
 concerning portfolio lending, borrowing and concentration are
 "fundamental" and may not be changed unless authorized by the
 vote of a majority of the Fund's outstanding voting securities. 
 A vote of a "majority of the outstanding voting securities" is
 the vote by the holders of the lesser of a) 67% or more of the
 Fund's voting securities present in person or represented by
 proxy if the holders of more than 50% of the outstanding voting
 securities of the Fund are present or represented by proxy; or
 b) more than 50% of the outstanding voting securities.  Part B
 lists other more specific investment restrictions of the Funds
 which may not be changed without a majority shareholder vote. 
 
    The investment policies of the Fund not identified above
 as "fundamental" may be changed by the Board of Directors of
 Global Funds, Inc. without a shareholder vote.  See Special
 Risk Considerations and Other Investment Policies and Risk
 Considerations.
 
 SPECIAL RISK CONSIDERATIONS
 
    Shareholders should understand that all investments
 involve risk and there can be no guarantee against loss
 resulting from an investment in the Fund, nor can there be any
 assurance that the Fund's investment objective will be
 attained.
 
    Foreign Securities Risks.  The Fund has the right to
 purchase securities in any developed, underdeveloped or
 emerging country. Investors should consider carefully the
 substantial risks involved in investing in securities issued by
 companies and governments of foreign nations.  These risks are
 in addition to the usual risks inherent in domestic
 investments.  There is the possibility of expropriation,
 nationalization or confiscatory taxation, taxation of income
 earned in foreign nations or other taxes imposed with respect
 to investments in foreign nations, foreign exchange control
 (which may include suspension of the ability to transfer
 currency from a given country), default in foreign government
 securities, political or social instability or diplomatic
 developments which could affect investments in securities of
 issuers in those nations.  
 
    In addition, in many countries, there is substantially
 less publicly available information about issuers than is
 available in reports about companies in the United States. 
 Foreign companies are not subject to uniform accounting,
 auditing and financial reporting standards, and auditing
 practices and requirements may not be comparable to those
 applicable to United States companies.  In particular, the
 assets and profits appearing on the financial statements of a
 developing or emerging country issuer may not reflect its
 financial position or results of operations in the way they
 would be reflected had the financial statements been prepared
 in accordance with United States generally accepted accounting
 principles.  Also, for an issuer that keeps accounting records
 in local currency, inflation accounting rules may require for
 both tax and accounting purposes, that certain assets and
 liabilities be restated on the issuer's balance sheet in order
 to express items in terms of currency or constant purchasing
 power.  Inflation accounting may indirectly generate losses or
 profits.  Consequently, financial data may be materially
 affected by restatements for inflation and may not accurately
 reflect the real condition of those issuers and securities
 markets.  
 
    Further, the Fund may encounter difficulty or be unable to
 pursue legal remedies and obtain judgments in foreign courts. 
 Commission rates on securities transactions in foreign
 countries, which are sometimes fixed rather than subject to
 negotiation as in the United States, are likely to be higher. 
 Further, the settlement period of securities transactions in
 foreign markets may be longer than in domestic markets, and may
 be subject to administrative uncertainties.  In many foreign
 countries, there is less government supervision and regulation
 of business and industry practices, stock exchanges, brokers
 and listed companies than in the United States, and capital
 requirements for brokerage firms are generally lower.  The
 foreign securities markets of many of the countries in which
 the Fund may invest may also be smaller, less liquid and
 subject to greater price volatility than those in the United
 States.
 
    Emerging Markets Securities Risks. Compared to the United
 States and other developed countries, emerging countries may
 have volatile social conditions, relatively unstable
 governments and political systems, economies based on only a
 few industries and economic structures that are less diverse
 and mature, and securities markets that trade a small number of
 securities, which can result in a low or nonexistent volume of
 trading.  Prices in these securities markets tend to be
 volatile and, in the past, securities in these countries have
 offered greater potential for gain (as well as loss) than
 securities of companies located in developed countries. Until
 recently, there has been an absence of a capital market
 structure or market-oriented economy in certain emerging
 countries.  Further, investments and opportunities for
 investments by foreign investors are subject to a variety of
 national policies and restrictions in many emerging countries. 
 These restrictions may take the form of prior governmental
 approval, limits on the amount or type of securities held by
 foreigners, limits on the types of companies in which
 foreigners may invest and prohibitions on foreign investments
 in issuers or industries deemed sensitive to national
 interests.  Additional restrictions may be imposed at any time
 by these or other countries in which the Fund invests.  Also,
 the repatriation of both investment income and capital from
 several foreign countries is restricted and controlled under
 certain regulations, including, in some cases, the need for
 certain governmental consents.  Although these restrictions may
 in the future make it undesirable to invest in emerging
 countries, the Manager does not believe that any current
 repatriation restrictions would affect its decision to invest
 in such countries.  Countries such as those in which the Fund
 may invest have historically experienced and may continue to
 experience, substantial, and in some periods extremely high
 rates of inflation for many years, high interest rates,
 exchange rate fluctuations or currency depreciation, large
 amounts of external debt, balance of payments and trade
 difficulties and extreme poverty and unemployment.  Other
 factors which may influence the ability or willingness to
 service debt include, but are not limited to, a country's cash
 flow situation, the availability of sufficient foreign exchange
 on the date a payment is due, the relative size of its debt
 service burden to the economy as a whole, its government's
 policy towards the International Monetary Fund, the World Bank
 and other international agencies and the political constraints
 to which a government debtor may be subject. 
 
    Foreign Government Securities Risks.  With respect to
 investment in debt issues of foreign governments, the ability
 of a foreign government or government-related issuer to make
 timely and ultimate payments on its external debt obligations
 will also be strongly influenced by the issuer's balance of
 payments, including export performance, its access to
 international credits and investments, fluctuations in interest
 rates and the extent of its foreign reserves.  A country whose
 exports are concentrated in a few commodities or whose economy
 depends on certain strategic imports could be vulnerable to
 fluctuations in international prices of these commodities or
 imports.  To the extent that a country receives payment for its
 exports in currencies other than dollars, its ability to make
 debt payments denominated in dollars could be adversely
 affected.  If a foreign government or government-related issuer
 cannot generate sufficient earnings from foreign trade to
 service its external debt, it may need to depend on continuing
 loans and aid from foreign governments, commercial banks and
 multilateral organizations, and inflows of foreign investment. 
 The commitment on the part of these foreign governments,
 multilateral organizations and others to make such
 disbursements may be conditioned on the government's
 implementation of economic reforms and/or economic performance
 and the timely service of its obligations.  Failure to
 implement such reforms, achieve such levels of economic
 performance or repay principal or interest when due may curtail
 the willingness of such third parties to lend funds, which may
 further impair the issuer's ability or willingness to service
 its debts in a timely manner.  The cost of servicing external
 debt will also generally be adversely affected by rising
 international interest rates because many external debt
 obligations bear interest at rates which are adjusted based
 upon international interest rates.  The ability to service
 external debt will also depend on the level of the relevant
 government's international currency reserves and its access to
 foreign exchange.  Currency devaluations may affect the ability
 of a government issuer to obtain sufficient foreign exchange to
 service its external debt.
 
    As a result of the foregoing, a foreign governmental
 issuer may default on its obligations.  If such a default
 occurs, the Fund may have limited effective legal recourse
 against the issuer and/or guarantor.  Remedies must, in some
 cases, be pursued in the courts of the defaulting party itself,
 and the ability of the holder of foreign government and
 government-related debt securities to obtain recourse may be
 subject to the political climate in the relevant country.  In
 addition, no assurance can be given that the holders of
 commercial bank debt will not contest payments to the holders
 of other foreign government and government-related debt
 obligations in the event of default under their commercial bank
 loan agreements.
 
    Among the foreign government and government related
 issuers in which the Fund may invest are certain high-yield
 securities, including so-called Brady Bonds.  The issuers of
 the foreign government and government-related high yield
 securities, including Brady Bonds, in which the Fund expects to
 invest have in the past experienced substantial difficulties in
 servicing their external debt obligations, which have led to
 defaults on certain obligations and the restructuring of
 certain indebtedness.  Restructuring arrangements have
 included, among other things, reducing and rescheduling
 interest and principal payments by negotiating new or amended
 credit agreements or converting outstanding principal and
 unpaid interest to Brady Bonds, and obtaining new credit to
 finance interest payments.  Holders of certain foreign
 government and government-related high yield securities may be
 requested to participate in the restructuring of such
 obligations and to extend further loans to their issuers. 
 There can be no assurance that the Brady Bonds and other
 foreign government and government-related high yield securities
 in which the Fund may invest will not be subject to similar
 defaults or restructuring arrangements which may adversely
 affect the value of such investments.  Furthermore, certain
 participants in the secondary market for such debt may be
 directly involved in negotiating the terms of these
 arrangements and may therefore have access to information not
 available to other market participants.
 
    Brady Bonds are debt securities issued under the framework
 of the Brady Plan, an initiative announced by former U.S.
 Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for
 debtor nations to restructure their outstanding external
 indebtedness (generally, commercial bank debt).  In
 restructuring its external debt under the Brady Plan framework,
 a debtor nation negotiates with its existing bank lenders as
 well as multilateral institutions such as the World Bank and
 the International Monetary Fund.  The Brady Plan framework, as
 it has developed, contemplates the exchange of commercial bank
 debt for new issued bonds (Brady Bonds).  The investment
 advisers believe that economic reforms undertaken by countries
 in connection with the issuance of Brady Bonds make the debt of
 countries which have issued or have announced plans to issue
 Brady Bonds an attractive opportunity for investment. 
 Investors, however, should recognize that the Brady Plan only
 sets forth general guiding principles for economic reform and
 debt reduction, emphasizing that solutions must be negotiated
 on a case-by-case basis between debtor nations and their
 creditors.  In addition, Brady Bonds have been issued only
 recently and, accordingly, do not have a long payment history.  
 
    Small Company Investment Risks.  Investments in common
 stocks in general are subject to market, economic and business
 risks that will cause their price to fluctuate over time.  The
 securities of companies with smaller revenues and
 capitalizations in which the Fund may invest may offer greater
 opportunity for capital appreciation than larger companies, but
 investment in such companies presents greater risks than
 securities of larger, more established companies. 
 Historically, smaller capitalization stocks have been more
 volatile in price than larger capitalization stocks.  Among the
 reasons for the greater price volatility of these securities
 are the lower degree of liquidity in the markets for such
 stocks, and the potentially greater sensitivity of such small
 companies to changes in or failure of management, and in many
 other changes in competitive, business, industry and economic
 conditions, including risks associated with limited production,
 markets, management depth, or financial resources.  Investors
 should therefore expect that the value of the Fund's shares
 will be more volatile than the shares of a fund that invests in
 larger capitalization stocks. 
 
    Risks Related to Additional Investment Techniques.  With
 respect to forward foreign currency contracts, the precise
 matching of forward contract amounts and the value of the
 securities involved is generally not possible since the future
 value of such securities in foreign currencies will change as a
 consequence of market movements in the value of those
 securities between the date the forward contract is entered
 into and the date it matures.  The projection of short-term
 currency strategy is highly uncertain.
 
    It is impossible to forecast the market value of portfolio
 securities at the expiration of the contract.  Accordingly, it
 may be necessary for the Fund to purchase additional foreign
 currency on the spot market (and bear the expense of such
 purchase) if the market value of the security is less than the
 amount of foreign currency the Fund is obligated to deliver
 (and if a decision is made to sell the security and make
 delivery of the foreign currency).  Conversely, it may be
 necessary to sell on the spot market some of the foreign
 currency received upon the sale of the portfolio security if
 its market value exceeds the amount of foreign currency the
 Fund is obligated to deliver.
 
    The Fund may invest up to 15% of its net assets in high
 yield, high risk foreign fixed-income securities.  These
 securities are rated lower than BBB by S&P and Baa by Moody's
 or, if unrated, are considered by the Manager to be of
 equivalent quality.  See Investment Objective and Strategies
 and High Yield, High Risk Securities.  The Fund will not
 purchase securities rated lower than C by S&P or Ca by Moody's,
 or, if unrated, considered to be of an equivalent quality to
 such ratings by the Manager.  See Appendix A - Ratings to this
 Prospectus for more rating information.  Fixed-income
 securities of this type are considered to be of poor standing
 and predominantly speculative.  Such securities are subject to
 a substantial degree of credit risk.
 
    For additional information about the Fund's investment
 policies and certain risks associated with investments in
 certain types of securities including purchasing put and call
 options, futures contracts and options thereon, and options on
 foreign currencies, see Other Investment Policies and Risk
 Considerations.  Part B provides more information concerning
 the Fund's investment policies, restrictions and risk factors.
 
 THE DELAWARE DIFFERENCE 
 
 PLANS AND SERVICES
    The Delaware Difference is our commitment to provide you
 with superior information and quality service on your
 investments in the Delaware Group of funds.
 
 SHAREHOLDER PHONE DIRECTORY
 
 Investor Information Center
    800-523-4640
 
    Fund Information; Literature Price; Yield and Performance
    Figures
 
 Shareholder Service Center
    800-523-1918
 
    Information on Existing Regular Investment Accounts and
    Retirement Plan Accounts; Wire Investments; Wire
 Liquidations;
    Telephone Liquidations and Telephone Exchanges
 
 Delaphone
    800-362-FUND
    (800-362-3863) 
 
 Performance Information
    You can call the Investor Information Center at any time
 for current performance information.  Current yield and total
 return information may also be included in advertisements and
 information given to shareholders.  Yields are computed on an
 annualized basis over a 30-day period.
 
 Shareholder Services
    During business hours, you can call the Delaware Group's
 Shareholder Service Center.  Our representatives can answer any
 questions about your account, the Fund, various service
 features and other funds in the Delaware Group.
 
 Delaphone Service
    Delaphone is an account inquiry service for investors with
 Touch-Tone(R) phone service.  It enables you to get information
 on your account faster than the mailed statements and
 confirmations.  Delaphone also provides current performance
 information on the Fund, as well as other funds in the Delaware
 Group.  Delaphone is available seven days a week, 24 hours a
 day.
    
 Dividend Payments
    Dividends, capital gains and other distributions are, if
 any, automatically reinvested in your account.  You may also
 elect to have the dividends earned in one fund automatically
 invested in another Delaware Group fund with a different
 investment objective, subject to certain exceptions and
 limitations.
 
    For more information, see Additional Methods of Adding to
 Your Investment - Dividend Reinvestment Plan under How to Buy
 Shares or call the Shareholder Service Center.
     
 Statements and Confirmations
    You will receive quarterly statements of your account
 summarizing all transactions during the period.  A confirmation
 statement will be sent following all transactions other than
 those involving a reinvestment of dividends.  You should
 examine statements and confirmations immediately and promptly
 report any discrepancy by calling the Shareholder Service
 Center.
 
 Duplicate Confirmations
    If your financial adviser or investment dealer is noted on
 your investment application, we will send a duplicate
 confirmation to him or her.  This makes it easier for your
 adviser to help you manage your investments.
 
 Tax Information
    Each year, Global Funds, Inc. will mail to you information
 on the tax status of your dividends and distributions.
    
 Retirement Planning
    An investment in the Fund may be a suitable investment
 option for tax-deferred retirement plans.  Delaware Group
 offers a full spectrum of qualified and non-qualified
 retirement plans, including the popular 401(k) deferred
 compensation plan, IRA, and the new Roth IRA.  Please call the
 Delaware Group at 800-523-1918 for more information.
     
 
    
     
 
 Right of Accumulation 
    With respect to Class A Shares, the Right of Accumulation
 feature allows you to combine the value of your current
 holdings of Class A Shares, Class B Shares and Class C Shares
 of the Fund with the dollar amount of new purchases of Class A
 Shares of the Fund to qualify for a reduced front-end sales
 charge on such purchases of Class A Shares.  Under the Combined
 Purchases Privilege, you may also include certain shares that
 you own in other funds in the Delaware Group.  See Classes of
 Shares.
 
 Letter of Intention 
    The Letter of Intention feature permits you to obtain a
 reduced front-end sales charge on purchases of Class A Shares
 by aggregating certain of your purchases of Delaware Group fund
 shares over a 13-month period.  See Classes of Shares and Part
 B.
 
 12-Month Reinvestment Privilege
    The 12-Month Reinvestment Privilege permits you to
 reinvest proceeds from a redemption of Class A Shares, within
 one year of the date of the redemption, without paying a front-
 end sales charge.  See Part B.
 
 Exchange Privilege
    The Exchange Privilege permits you to exchange all or part
 of your shares into shares of other mutual funds in the
 Delaware Group, subject to certain exceptions and limitations. 
 For additional information on exchanges, see Investing by
 Exchange under How to Buy Shares and Redemption and Exchange.
 
 Wealth Builder Option
    You may elect to invest in the Fund through regular
 liquidations of shares in your accounts in other funds in the
 Delaware Group.  Investments under this feature are exchanges
 and are therefore subject to the same conditions and
 limitations as other exchanges of Fund shares.  See Additional
 Methods of Adding to Your Investment - Wealth Builder Option
 and Investing by Exchange under How to Buy Shares, and
 Redemption and Exchange.
 
    
     
 
 Financial Information about the Fund
    Each fiscal year, you will receive an audited annual
 report and an unaudited semi-annual report.  These reports
 provide detailed information about the Fund's investments and
 performance.  Global Funds, Inc.'s fiscal year ends on November
 30.
 
    
 
     
 
 CLASSES OF SHARES
 
 Alternative Purchase Arrangements
    Shares may be purchased at a price equal to the next
 determined net asset value per share, subject to a sales charge
 which may be imposed, at the election of the purchaser, at the
 time of the purchase for Class A Shares ("front-end sales
 charge alternative"), or on a contingent deferred basis for
 Class B Shares ("deferred sales charge alternative") or Class C
 Shares ("level sales charge alternative").
    
    Class A Shares.  An investor who elects the front-end
 sales charge alternative acquires Class A Shares, which incur a
 sales charge when they are purchased, but generally are not
 subject to any sales charge when they are redeemed.  Absent any
 applicable fee waiver, Class A Shares are subject to annual
 12b-1 Plan expenses of up to a maximum of 0.30% of average
 daily net assets of such shares.  Certain purchases of Class A
 Shares qualify for reduced front-end sales charges.  See Front-
 End Sales Charge Alternative - Class A Shares, below.  See also
 Contingent Deferred Sales Charge for Certain Redemptions of
 Class A Shares Purchased at Net Asset Value under Redemption
 and Exchange and Distribution (12b-1) and Service under
 Management of the Fund.  
 
    Class B Shares.  An investor who elects the deferred sales
 charge alternative acquires Class B Shares, which do not incur
 a front-end sales charge when they are purchased, but are
 subject to a contingent deferred sales charge if they are
 redeemed within six years of purchase.  Absent any applicable
 fee waiver, Class B Shares are subject to annual 12b-1 Plan
 expenses of up to a maximum of 1% (0.25% of which are service
 fees to be paid to the Distributor, dealers or others for
 providing personal service and/or maintaining shareholder
 accounts) of average daily net assets of such shares for
 approximately eight years after purchase.  Class B Shares
 permit all of the investor's dollars to work from the time the
 investment is made.  If no waiver of 12b-1 fees is in effect,
 the higher 12b-1 Plan expenses paid by Class B Shares will
 cause such shares to have a higher expense ratio and to pay
 lower dividends than Class A Shares.  At the end of
 approximately eight years after purchase, Class B Shares will
 automatically be converted into Class A Shares and, thereafter,
 for the remainder of the life of the investment, the annual
 12b-1 Plan fee of up to 0.30% for Class A Shares will apply. 
 See Automatic Conversion of Class B Shares, below.  
 
    Class C Shares.  An investor who elects the level sales
 charge alternative acquires Class C Shares, which do not incur
 a front-end sales charge when they are purchased, but are
 subject to a contingent deferred sales charge if they are
 redeemed within 12 months of purchase.  Absent any applicable
 fee waiver, Class C Shares are subject to annual 12b-1 Plan
 expenses of up to a maximum of 1% (0.25% of which are service
 fees to be paid to the Distributor, dealers or others for
 providing personal service and/or maintaining shareholder
 accounts) of average daily net assets of such shares for the
 life of the investment.  If no waiver of 12b-1 fees is in
 effect, the higher 12b-1 Plan expenses paid by Class C Shares
 will cause such shares to have a higher expense ratio and to
 pay lower dividends than Class A Shares.  Unlike Class B
 Shares, Class C Shares do not convert to another class.
 
    The alternative purchase arrangements described above
 permit investors to choose the method of purchasing shares that
 is most suitable given the amount of their purchase, the length
 of time they expect to hold their shares and other relevant
 circumstances.  Investors should determine whether, given their
 particular circumstances, it is more advantageous to purchase
 Class A Shares and incur a front-end sales charge, purchase
 Class B Shares and have the entire initial purchase amount
 invested in the Fund with their investment being subject to a
 CDSC if they redeem shares within six years of purchase, or
 purchase Class C Shares and have the entire initial purchase
 amount invested in the Fund with their investment being subject
 to a CDSC if they redeem shares within 12 months of purchase. 
 In addition, investors should consider the level of annual 12b-
 1 Plan expenses applicable to each Class.  If no waiver of 12b-
 1 fees is in effect, the higher 12b-1 Plan expenses on Class B
 Shares and Class C Shares will be offset to the extent a return
 is realized on the additional money initially invested upon the
 purchase of such shares.  However, there can be no assurance as
 to the return, if any, that will be realized on such additional
 money.  In addition, the effect of any return earned on such
 additional money will diminish over time.  In comparing Class B
 Shares to Class C Shares, investors should also consider the
 duration of the annual 12b-1 Plan expenses to which each of the
 Classes is subject and the desirability of an automatic
 conversion feature, which is available only for Class B Shares.
 
    For the distribution and related services provided to, and
 the expenses borne on behalf of, the Fund, absent any
 applicable fee waiver, the Distributor and others will be paid,
 in the case of Class A Shares, from the proceeds of the front-
 end sales charge and 12b-1 Plan fees and, in the case of Class
 B Shares and Class C Shares, from the proceeds of the 12b-1
 Plan fees and, if applicable, the CDSC incurred upon
 redemption.  Financial advisers may receive different
 compensation for selling Class A, Class B and Class C Shares.  
 Investors should understand that the purpose and function of
 the respective 12b-1 Plans and the CDSCs applicable to Class B
 Shares and Class C Shares are the same as those of the 12b-1
 Plan and the front-end sales charge applicable to Class A
 Shares in that such fees and charges are used to finance the
 distribution of the respective Classes.  See Distribution (12b-
 1) and Service under Management of the Fund.
 
    Dividends, if any, paid on Class A, Class B and Class C
 Shares will be calculated in the same manner, at the same time,
 on the same day and will be in the same amount, except that,
 when assessed, the additional amount of 12b-1 Plan expenses
 relating to Class B Shares and Class C Shares will be borne
 exclusively by such shares.  See Calculation of Offering Price
 and Net Asset Value Per Share.  
     
    The NASD has adopted certain rules relating to investment
 company sales charges.  Global Funds, Inc. and the Distributor
 intend to operate in compliance with these rules.
 
 Front-End Sales Charge Alternative - Class A Shares
    Class A Shares may be purchased at the offering price,
 which reflects a maximum front-end sales charge of 4.75%.  See
 Calculation of Offering Price and Net Asset Value Per Share.  
 
    Purchases of $100,000 or more carry a reduced front-end
 sales charge as shown in the following table.  
 
                    International Small Cap Fund A Class
 _______________________________________________________________
                                                               
                                                     Dealer's
                              Front-End Sales      Commission***
                              Charge as % of         as % of
                              Offering    Amount     Offering
 Amount of Purchase            Price     Invested**   Price
 _______________________________________________________________
 Less than 
 $100,000                      4.75%      4.94%        4.00%
 $100,000 but under 
 $250,000                      3.75       3.88%        3.00
 $250,000 but under 
 $500,000                      2.50       2.59%        2.00
 $500,000 but under 
 $1,000,000*                   2.00       2.00%        1.60
 _______________________________________________________________
   *     There is no front-end sales charge on purchases of Class A
    Shares of $1 million or more but, under certain limited
    circumstances, a 1% Limited CDSC may apply upon redemption
    of such shares.
 
  **     Based on the initial net asset value of $8.50 per share of
    International Small Cap Fund A Class.
 
 ***     Financial institutions or their affiliated brokers may
    receive an agency transaction fee in the percentages set
    forth above.
 _______________________________________________________________
 
    The Fund must be notified when a sale takes place which
 would qualify for the reduced front-end sales charge on the
 basis of previous or current purchases. The reduced front-end
 sales charge will be granted upon confirmation of the
 shareholder's holdings by the Fund.  Such reduced front-end
 sales charges are not retroactive.
 
    From time to time, upon written notice to all of its
 dealers,     the Distributor may hold special promotions for
 specified    periods during which the Distributor may reallow to
 dealers up to the full amount of the front-end sales charge
 shown above.  In addition, certain dealers who enter into an
 agreement to provide extra training and information on Delaware
 Group products and services and who increase sales of Delaware
 Group funds may receive an additional commission of up to 0.15%
 of the offering price.  Dealers who receive 90% or more of the
 sales charge may be deemed to be underwriters under the 1933
 Act.
 _______________________________________________________________
 
    For initial purchases of Class A Shares of $1,000,000 or
 more, a dealer's commission may be paid by the Distributor to
 financial advisers through whom such purchases are made in
 accordance with the following schedule:
 
                                          Dealer's Commission
                                          (as a percentage of
   Amount of Purchase                      amount purchased) 
 
   Up to $2 million                              1.00%
   Next $1 million up to $3 million              0.75
   Next $2 million up to $5 million              0.50
   Amount over $5 million                        0.25
 
    For accounts with assets over $1 million, the dealer
 commission resets annually to the highest incremental
 commission rate on the anniversary of the first purchase.  In
 determining a financial adviser's eligibility for the dealer's
 commission, purchases of Class A Shares of other Delaware Group
 funds as to which a Limited CDSC applies may be aggregated with
 those of the Class A Shares of the Fund.  Financial advisers
 also may be eligible for a dealer's commission in connection
 with certain purchases made under a Letter of Intention or
 pursuant to an investor's Right of Accumulation.  Financial
 advisers should contact the Distributor concerning the
 applicability and calculation of the dealer's commission in the
 case of combined purchases.
 
    An exchange from other Delaware Group funds will not
 qualify for payment of the dealer's commission, unless a
 dealer's commission or similar payment has not been previously
 paid on the assets being exchanged.  The schedule and program
 for payment of the dealer's commission are subject to change or
 termination at any time by the Distributor at its discretion.
 
    Redemptions of Class A Shares purchased at net asset value
 may result in the imposition of a Limited CDSC if the dealer's
 commission described above was paid in connection with the
 purchase of those shares.  See Contingent Deferred Sales Charge
 for Certain Redemptions of Class A Shares Purchased at Net
 Asset Value under Redemption and Exchange.
 
 Combined Purchases Privilege
    
    By combining your holdings of Class A Shares with your
 holdings of Class B Shares and/or Class C Shares of the Fund
 and shares of the other funds in the Delaware Group, except as
 noted below, you can reduce the front-end sales charges on any
 additional purchases of Class A Shares.  Shares of Delaware
 Group Premium Fund, Inc. beneficially owned in connection with
 ownership of variable insurance products may be combined with
 other Delaware Group fund holdings.  In addition, assets held
 by investment advisory clients of the Manager or its affiliates
 in a stable value account may be combined with other Delaware
 Group fund holdings.  Shares of other funds that do not carry a
 front-end sales charge or CDSC may not be included unless they
 were acquired through an exchange from a Delaware Group fund
 that does carry a front-end sales charge or CDSC.
     
    This privilege permits you to combine your purchases and
 holdings with those of your spouse, your children under 21 and
 any trust, fiduciary or retirement account for the benefit of
 such family members.  It also permits you to use these
 combinations under a Letter of Intention.  A Letter of
 Intention allows you to make purchases over a 13-month period
 and qualify the entire purchase for a reduction in front-end
 sales charges on Class A Shares.
 
    Combined purchases of $1,000,000 or more, including
 certain purchases made at net asset value pursuant to a Right
 of Accumulation or under a Letter of Intention, may result in
 the payment of a dealer's commission and the applicability of a
 Limited CDSC.  Investors should consult their financial
 advisers or the Shareholder Service Center about the operation
 of these features.  See Front-End Sales Charge Alternative -
 Class A Shares, above.
 
    
 Allied Plans
    Class A Shares are available for purchase by participants
 in certain 401(k) Defined Contribution Plans ("Allied Plans")
 which are made available under a joint venture agreement
 between the Distributor and another institution through which
 mutual funds are marketed and which allow investments in Class
 A Shares of designated Delaware Group funds ("eligible Delaware
 Group fund shares"), as well as shares of designated classes of
 non-Delaware Group funds ("eligible non-Delaware Group fund
 shares").  Class B Shares and Class C Shares are not eligible
 for purchase by Allied Plans.
 
    With respect to purchases made in connection with an
 Allied Plan, the value of eligible Delaware Group and eligible
 non-Delaware Group fund shares held by the Allied Plan may be
 combined with the dollar amount of new purchases by that Allied
 Plan to obtain a reduced front-end sales charge on additional
 purchases of eligible Delaware Group fund shares.  
 
    Participants in Allied Plans may exchange all or part of
 their eligible Delaware Group fund shares for other eligible
 Delaware Group fund shares or for eligible non-Delaware Group
 fund shares at net asset value without payment of a front-end
 sales charge.  However, exchanges of eligible fund shares, both
 Delaware Group and non-Delaware Group, which were not subject
 to a front-end sales charge, will be subject to the applicable
 sales charge if exchanged for eligible Delaware Group fund
 shares to which a sales charge applies.  No sales charge will
 apply if the eligible fund shares were previously acquired
 through the exchange of eligible shares on which a sales charge
 was already paid or through the reinvestment of dividends.  See
 Investing by Exchange.
 
    A dealer's commission may be payable on purchases of
 eligible Delaware Group fund shares under an Allied Plan.  In
 determining a financial adviser's eligibility for a dealer's
 commission on net asset value purchases of eligible Delaware
 Group fund shares in connection with Allied Plans, all
 participant holdings in the Allied Plan will be aggregated.  
 
    The Limited CDSC is applicable to redemptions of net asset
 value purchases from an Allied Plan on which a dealer's
 commission has been paid.  Waivers of the Limited CDSC, as
 described under Waiver of Limited Contingent Deferred Sales
 Charge - Class A Shares under Redemption and Exchange, apply to
 redemptions by participants in Allied Plans except in the case
 of exchanges between eligible Delaware Group and non-Delaware
 Group fund shares.  When eligible Delaware Group fund shares
 are exchanged into eligible non-Delaware Group fund shares, the
 Limited CDSC will be imposed at the time of the exchange,
 unless the joint venture agreement specifies that the amount of
 the Limited CDSC will be paid by the financial adviser or
 selling dealer.  See Contingent Deferred Sales Charge for
 Certain Redemptions of Class A Shares Purchased at Net Asset
 Value under Redemption and Exchange.
     
 
 Buying Class A Shares at Net Asset Value
    Class A Shares of the Fund may be purchased at net asset
 value under the Delaware Group Dividend Reinvestment Plan and,
 under certain circumstances, the Exchange Privilege and the 12-
 Month Reinvestment Privilege.  See The Delaware Difference and
 Redemption and Exchange for additional information.
 
    Purchases of Class A Shares may be made at net asset value
 by current and former officers, directors and employees (and
 members of their families) of the Manager, any affiliate, any
 of the funds in the Delaware Group, certain of their agents and
 registered representatives and employees of authorized
 investment dealers and by employee benefit plans for such
 entities.  Individual purchases, including those in retirement
 accounts, must be for accounts in the name of the individual or
 a qualifying family member.
    
    Purchases of Class A Shares may also be made by clients of
 registered representatives of an authorized investment dealer
 at net asset value within 12 months after the registered
 representative changes employment, if the purchase is funded by
 proceeds from an investment where a front-end sales charge,
 contingent deferred sales charge or other sales charge has been
 assessed.  Purchases of Class A Shares may also be made at net
 asset value by bank employees who provide services in
 connection with agreements between the bank and unaffiliated
 brokers or dealers concerning sales of shares of Delaware Group
 funds.  Officers, directors and key employees of institutional
 clients of the Manager or any of its affiliates may purchase
 Class A Shares at net asset value.  Moreover, purchases may be
 effected at net asset value for the benefit of the clients of
 brokers, dealers and registered investment advisers affiliated
 with a broker or dealer, if such broker, dealer or investment
 adviser has entered into an agreement with the Distributor
 providing specifically for the purchase of Class A Shares in
 connection with special investment products, such as wrap
 accounts or similar fee based programs.
 
    Purchases of Class A Shares at net asset value may also be
 made by the following: institutions investing for the account
 of their trust customers if they are not eligible to purchase
 shares of the Institutional Class of the Fund; and any group
 retirement plan (excluding defined benefit pension plans), or
 such plans of the same employer, for which plan participant
 records are maintained on the Delaware Investment & Retirement
 Services, Inc. ("DIRSI") proprietary record keeping system that
 (i) has in excess of $500,000 of plan assets invested in Class
 A Shares of Delaware Group funds and any stable value account
 available to investment advisory clients of the Manager or its
 affiliates, or (ii) is sponsored by an employer that has at any
 point after May 1, 1997 had more than 100 employees while such
 plan has held Class A Shares of a Delaware Group fund and such
 employer has properly represented to DIRSI in writing that it
 has the requisite number of employees and has received written
 confirmation back from DIRSI.  See Group Investment Plans for
 information regarding the applicability of the Limited CDSC.
     
    Investments in Class A Shares made by plan level and/or
 participant retirement accounts that are for the purpose of
 repaying a loan taken from such accounts will be made at net
 asset value.  Loan repayments made to a Delaware Group account
 in connection with loans originated from accounts previously
 maintained by another investment firm will also be invested at
 net asset value.  
    
    Investors in Delaware-Voyageur Unit Investment Trusts may
 reinvest monthly dividend checks and/or repayment of invested
 capital into Class A Shares of any of the funds in the Delaware
 Group at net asset value.
     
    The Fund must be notified in advance that an investment
 qualifies for purchase at net asset value.
 
 Group Investment Plans
    Group Investment Plans (e.g., SEP/IRA, SAR/SEP, SIMPLE
 IRA, SIMPLE 401(k), Profit Sharing and Money Purchase Pension
 Plans, 401(k) Defined Contribution Plans, and 403(b)(7) and 457
 Deferred Compensation Plans) may benefit from the reduced
 front-end sales charges available on Class A Shares based on
 total plan assets.  If a company has more than one plan
 investing in the Delaware Group of funds, then the total amount
 invested in all plans will be aggregated to determine the
 applicable front-end sales charge reduction on each purchase,
 both initial and subsequent, if, at the time of each such
 purchase, the company notifies the Fund that it qualifies for
 the reduction.  Employees participating in such Group
 Investment Plans may also combine the investments held in their
 plan account to determine the front-end sales charge applicable
 to purchases in non-retirement Delaware Group investment
 accounts if, at the time of each such purchase, they notify the
 Fund that they are eligible to combine purchase amounts held in
 their plan account.
    
    The Limited CDSC is applicable to any redemptions of net
 asset value purchases made on behalf of any group retirement
 plan on which a dealer's commission has been paid only if such
 redemption is made pursuant to a withdrawal of the entire plan
 from Delaware Group funds.  See Contingent Deferred Sales
 Charge for Certain Redemptions of Class A Shares Purchased at
 Net Asset Value under Redemption and Exchange.
     
    For additional information on retirement plans, including
 plan forms, applications, minimum investments and any
 applicable account maintenance fees, contact your investment
 dealer or the Distributor.
    
     
 Deferred Sales Charge Alternative - Class B Shares
    
    Class B Shares may be purchased at net asset value without
 a front-end sales charge and, as a result, the full amount of
 the investor's purchase payment will be invested in Fund
 shares.  The Distributor currently anticipates compensating
 dealers or brokers for selling Class B Shares at the time of
 purchase from its own assets in an amount equal to no more than
 4% of the dollar amount purchased.  In addition, from time to
 time, upon written notice to all of its dealers, the
 Distributor may hold special promotions for specified periods
 during which the Distributor may pay additional compensation to
 dealers or brokers for selling Class B Shares at the time of
 purchase.  As discussed below, however, absent any applicable
 fee waiver, Class B Shares are subject to annual 12b-1 Plan
 expenses and, if redeemed within six years of purchase, a CDSC.
 
    Proceeds from the CDSC and the annual 12b-1 Plan fees, if
 any, are paid to the Distributor and others for providing
 distribution and related services, and bearing related
 expenses, in connection with the sale of Class B Shares.  These
 payments support the compensation paid to dealers or brokers
 for selling Class B Shares.  Payments to the Distributor and
 others under the Class B 12b-1 Plan may be in an amount equal
 to no more than 1% annually.  The combination of the CDSC and
 the proceeds of the 12b-1 Plan fees makes it possible for the
 Fund to sell Class B Shares without deducting a front-end sales
 charge at the time of purchase.  
     
    Holders of Class B Shares who exercise the exchange
 privilege described below will continue to be subject to the
 CDSC schedule for the Class B Shares described in this
 Prospectus, even after the exchange.  Such CDSC schedule may be
 higher than the CDSC schedule for the Class B Shares acquired
 as a result of the exchange. See Redemption and Exchange.
 
 Automatic Conversion of Class B Shares
    Class B Shares, other than shares acquired through
 reinvestment of dividends, held for eight years after purchase
 are eligible for automatic conversion into Class A Shares. 
 Conversions of Class B Shares into Class A Shares will occur
 only four times in any calendar year, on the last business day
 of the second full week of March, June, September and December
 (each, a "Conversion Date").  If the eighth anniversary after a
 purchase of Class B Shares falls on a Conversion Date, an
 investor's Class B Shares will be converted on that date.  If
 the eighth anniversary occurs between Conversion Dates, an
 investor's Class B Shares will be converted on the next
 Conversion Date after such anniversary.  Consequently, if a
 shareholder's eighth anniversary falls on the day after a
 Conversion Date, that shareholder will have to hold Class B
 Shares for as long as three additional months after the eighth
 anniversary of purchase before the shares will automatically
 convert into Class A Shares.
 
    Class B Shares of a fund acquired through a reinvestment
 of dividends will convert to the corresponding Class A Shares
 of that fund (or, in the case of Delaware Group Cash Reserve,
 Inc., the Delaware Cash Reserve Consultant Class) pro-rata with
 Class B Shares of that fund not acquired through dividend
 reinvestment. 
 
    All such automatic conversions of Class B Shares will
 constitute tax-free exchanges for federal income tax purposes. 
 See Taxes.
 
 Level Sales Charge Alternative - Class C Shares
 
    
    Class C Shares may be purchased at net asset value without
 a front-end sales charge and, as a result,  the full amount of
 the investor's purchase payment will be invested in Fund
 shares.  The Distributor currently anticipates compensating
 dealers or brokers for selling Class C Shares at the time of
 purchase from its own assets in an amount equal to no more than
 1% of the dollar amount purchased.  As discussed below, absent
 any applicable fee waiver, Class C Shares are subject to annual
 12b-1 Plan expenses and, if redeemed within 12 months of
 purchase, a CDSC.
 
    Proceeds from the CDSC and the annual 12b-1 Plan fees, if
 any, are paid to the Distributor and others for providing
 distribution and related services, and bearing related
 expenses, in connection with the sale of Class C Shares.  These
 payments support the compensation paid to dealers or brokers
 for selling Class C Shares.  Payments to the Distributor and
 others under the Class C 12b-1 Plan may be in an amount equal
 to no more than 1% annually.  
     
    Holders of Class C Shares who exercise the exchange
 privilege described below will continue to be subject to the
 CDSC schedule for the Class C Shares as described in this
 Prospectus.  See Redemption and Exchange.
 
 Contingent Deferred Sales Charge - Class B Shares and Class C
 Shares
    Class B Shares redeemed within six years of purchase may
 be subject to a CDSC at the rates set forth below and Class C
 Shares redeemed within 12 months of purchase may be subject to
 a CDSC of 1%.  CDSCs are charged as a percentage of the dollar
 amount subject to the CDSC.  The charge will be assessed on an
 amount equal to the lesser of the net asset value at the time
 of purchase of the shares being redeemed or the net asset value
 of those shares at the time of redemption.  No CDSC will be
 imposed on increases in net asset value above the initial
 purchase price, nor will a CDSC be assessed on redemptions of
 shares acquired through reinvestments of dividends or capital
 gains distributions.  
 
    For purposes of this formula, the "net asset value at the
 time of purchase" will be the net asset value at purchase of
 the Class B Shares or the Class C Shares of the Fund, even if
 those shares are later exchanged for shares of another Delaware
 Group fund.  In the event of an exchange of the shares, the
 "net asset value of such shares at the time of redemption" will
 be the net asset value of the shares that were acquired in the
 exchange.  
 
    The following table sets forth the rates of the CDSC for
 the Class B Shares of the Fund:
 
                                       Contingent Deferred
                                       Sales Charge (as a
                                       Percentage of
                                       Dollar Amount
    Year After Purchase Made           Subject to Charge)
 
         0-2                           4%
         3-4                           3%
         5                             2%
         6                             1%
         7 and thereafter              None
    
 During the seventh year after purchase and, thereafter, until
 converted automatically into Class A Shares, Class B Shares
 will still be subject to the annual 12b-1 Plan expenses of up
 to 1% of average daily net assets of those shares, absent any
 applicable fee waiver.  See Automatic Conversion of Class B
 Shares, above.  Investors are reminded that the Class A Shares
 into which the Class B Shares will convert are subject to
 ongoing annual 12b-1 Plan expenses of up to a maximum of 0.30%
 of average daily net assets of such shares.
     
       In determining whether a CDSC applies to a redemption of
 Class B Shares, it will be assumed that shares held for more
 than six years are redeemed first, followed by shares acquired
 through the reinvestment of dividends or distributions, and
 finally by shares held longest during the six-year period. 
 With respect to Class C Shares, it will be assumed that shares
 held for more than 12 months are redeemed first followed by
 shares acquired through the reinvestment of dividends or
 distributions, and finally by shares held for 12 months or
 less.
 
       All investments made during a calendar month, regardless of
 what day of the month the investment occurred, will age one
 month on the last day of that month and each subsequent month.
 
       The CDSC is waived on certain redemptions of Class B Shares
 and Class C Shares.  See Waiver of Contingent Deferred Sales
 Charge - Class B and Class C Shares under Redemption and
 Exchange.
 
 Other Payments to Dealers -- Class A, Class B and Class C
 Shares
       From time to time at the discretion of the Distributor, all
 registered broker/dealers whose aggregate sales of the Classes
 exceed certain limits, as set by the Distributor, may receive
 from the Distributor an additional payment of up to 0.25% of
 the dollar amount of such sales.  The Distributor may also
 provide additional promotional incentives or payments to
 dealers that sell shares of the Delaware Group of funds.  In
 some instances, these incentives or payments may be offered
 only to certain dealers who maintain, have sold or may sell
 certain amounts of shares.
    
       Subject to pending amendments to the NASD's Conduct Rules,
 in connection with the promotion of Delaware Group fund shares,
 the Distributor may, from time to time, pay to participate in
 dealer-sponsored seminars and conferences, reimburse dealers
 for expenses incurred in connection with preapproved seminars,
 conferences and advertising and may, from time to time, pay or
 allow additional promotional incentives to dealers, which shall
 include non-cash concessions, such as certain luxury
 merchandise or a trip to or attendance at a business or
 investment seminar at a luxury resort, as part of preapproved
 sales contests.  Payment of non-cash compensation to dealers is
 currently under review by the NASD and the Securities and
 Exchange Commission.  It is likely that the NASD's Conduct
 Rules will be amended such that the ability of the Distributor
 to pay non-cash compensation as described above will be
 restricted in some fashion.  The Distributor intends to comply
 with the NASD's Conduct Rules as they may be amended.
     
 International Small Cap Fund Institutional Class
       In addition to offering Class A, Class B and Class C
 Shares, the Fund also offers the International Small Cap Fund
 Institutional Class, which is described in a separate
 prospectus and is available for purchase only by certain
 investors.  International Small Cap Fund Institutional Class
 shares generally are distributed directly by the Distributor
 and do not have a front-end sales charge, a CDSC or a Limited
 CDSC, and are not subject to 12b-1 Plan distribution expenses. 
 To obtain the prospectus that describes International Small Cap
 Fund Institutional Class, contact the Distributor by writing to
 the address or by calling the telephone number listed on page 1
 of this Prospectus.
 
 HOW TO BUY SHARES
 
 Purchase Amounts 
       Generally, the minimum initial purchase is $1,000 for Class
 A Shares, Class B Shares and Class C Shares.  Subsequent
 purchases of shares of any Class generally must be $100 or
 more.  For purchases under a Uniform Gifts to Minors Act or
 Uniform Transfers to Minors Act or through an Automatic
 Investing Plan, there is a minimum initial purchase of $250 and
 a minimum subsequent purchase of $25.  Minimum purchase
 requirements do not apply to retirement plans other than IRAs,
 for which there is a minimum initial purchase of $250, and a
 minimum subsequent purchase of $25, regardless of which Class
 is selected.
 
       There is a maximum purchase limitation of $250,000 on each
 purchase of Class B Shares.  For Class C Shares, each purchase
 must be in an amount that is less than $1,000,000.  An investor
 may exceed these maximum purchase limitations by making
 cumulative purchases over a period of time.  In doing so, an
 investor should keep in mind that reduced front-end sales
 charges are available on investments of $100,000 or more in
 Class A Shares, and that Class A Shares (i) are subject to
 lower annual 12b-1 Plan expenses than Class B Shares and Class
 C Shares and (ii) generally are not subject to a CDSC.  For
 retirement plans, the maximum purchase limitations apply only
 to the initial purchase of Class B Shares or Class C Shares by
 the plan.
 
 Investing through Your Investment Dealer
       You can make a purchase of shares of the Fund through most
 investment dealers who, as part of the service they provide,
 must transmit orders promptly.  They may charge for this
 service.  If you want a dealer but do not have one, the
 Delaware Group can refer you to one.
 
 Investing by Mail
 1.    Initial Purchases--An Investment Application, or in the
 case of a retirement account, an appropriate retirement plan
 application, must be completed, signed and sent with a check
 payable to International Small Cap Fund A Class, International
 Small Cap Fund B Class or International Small Cap Fund C Class,
 to Delaware Group at 1818 Market Street, Philadelphia, PA
 19103.
 
 2.    Subsequent Purchases--Additional purchases may be made at
 any time by mailing a check payable to the  specific Fund and
 Class selected.  Your check should be identified with your
 name(s) and account number.  An investment slip (similar to a
 deposit slip) is provided at the bottom of transaction
 confirmations and dividend statements that you will receive
 from Global Funds, Inc.  Use of this investment slip can help
 expedite processing of your check when making additional
 purchases.  Your investment may be delayed if you send
 additional purchases by certified mail.
 
 Investing by Wire
       You may purchase shares by requesting your bank to transmit
 funds by wire to CoreStates Bank, N.A., ABA #031000011, account
 number 1412893401 (include your name(s) and your account number
 for the Class in which you are investing).
 
 1.    Initial Purchases--Before you invest, telephone the
 Shareholder Service Center to get an account number.  If you do
 not call first, processing of your investment may be delayed. 
 In addition, you must promptly send your Investment
 Application, or in the case of a retirement account, an
 appropriate retirement plan application, to the specific Fund
 and Class selected, to Delaware Group at 1818 Market Street,
 Philadelphia, PA 19103.
 
 2.    Subsequent Purchases--You may make additional investments
 anytime by wiring funds to CoreStates Bank, N.A., as described
 above.  You should advise the Shareholder Service Center by
 telephone of each wire you send.
 
       If you want to wire investments to a retirement plan
 account, call the Shareholder Service Center for special wiring
 instructions.
 
 Investing by Exchange
    
       If you have an investment in another mutual fund in the
 Delaware Group, you may write and authorize an exchange of part
 or all of your investment into shares of the Fund.  If you wish
 to open an account by exchange, call the Shareholder Service
 Center for more information.  All exchanges are subject to the
 eligibility and minimum purchase requirements set forth in each
 fund's prospectus.  See Redemption and Exchange for more
 complete information concerning your exchange privileges.
     
       Holders of Class A Shares may exchange all or part of their
 shares for certain of the shares of other funds in the Delaware
 Group, including other Class A Shares, but may not exchange
 their Class A Shares for Class B Shares or Class C Shares of
 the Fund or of any other fund in the Delaware Group.  Holders
 of Class B Shares of the Fund are permitted to exchange all or
 part of their Class B Shares only into Class B Shares of other
 Delaware Group funds.  Similarly, holders of Class C Shares of
 the Fund are permitted to exchange all or part of their Class C
 Shares only into Class C Shares of other Delaware Group funds. 
 Class B Shares of the Fund and Class C Shares of the Fund
 acquired by exchange will continue to carry the CDSC and, in
 the case of Class B Shares, the automatic conversion schedule
 of the fund from which the exchange is made.  The holding
 period of Class B Shares of the Fund acquired by exchange will
 be added to that of the shares that were exchanged for purposes
 of determining the time of the automatic conversion into Class
 A Shares of the Fund.
 
       Permissible exchanges into Class A Shares of the Fund will
 be made without a front-end sales charge, except for exchanges
 of shares that were not previously subject to a front-end sales
 charge (unless such shares were acquired through the
 reinvestment of dividends).  Permissible exchanges into Class B
 Shares or Class C Shares of the Fund will be made without the
 imposition of a CDSC by the fund from which the exchange is
 being made at the time of the exchange.
 
       See Allied Plans under Classes of Shares for information on
 exchanges by participants in an Allied Plan.
 
 Additional Methods of Adding to Your Investment
       Call the Shareholder Service Center for more information if
 you wish to use the following services:
 
 1.    Automatic Investing Plan
       The Automatic Investing Plan enables you to make regular
 monthly investments without writing or mailing checks.  You may
 authorize Global Funds, Inc. to transfer a designated amount
 monthly from your checking account to your account.  Many
 shareholders use this as an automatic savings plan. 
 Shareholders should allow a reasonable amount of time for
 initial purchases and changes to these plans to become
 effective.
 
       This option is not available to participants in the
 following plans:  SAR/SEP, SEP/IRA, SIMPLE IRA, SIMPLE 401(k),
 Profit Sharing and Money Purchase Pension Plans, 401(k) Defined
 Contribution Plans or 403(b)(7) or 457 Deferred Compensation
 Plans.
 
 2.    Direct Deposit
       You may have your employer or bank make regular investments
 directly to your Fund account for you (for example:  payroll
 deduction, pay by phone, annuity payments).  The Fund also
 accepts preauthorized recurring government and private payments
 by Electronic Fund Transfer, which avoids mail time and check
 clearing holds on payments such as social security, federal
 salaries, Railroad Retirement benefits, etc.
 
                                *     *     *
 
       Should investments through an automatic investing plan or
 by direct deposit be reclaimed or returned for some reason,
 Global Funds, Inc. has the right to liquidate your shares to
 reimburse the government or transmitting bank.  If there are
 insufficient funds in your account, you are obligated to
 reimburse the Fund.
    
     
 3.    Wealth Builder Option
       You can use our Wealth Builder Option to invest in the Fund
 through regular liquidations of shares in your accounts in
 other funds in the Delaware Group.  You may also elect to
 invest in other mutual funds in the Delaware Group through the
 Wealth Builder Option through regular liquidations of shares in
 your Fund account.
 
       Under this automatic exchange program, you can authorize
 regular monthly amounts (minimum of $100 per fund) to be
 liquidated from your account in one or more funds in the
 Delaware Group and invested automatically into any other
 account in a Delaware Group mutual fund that you may specify. 
 If in connection with the election of the Wealth Builder
 Option, you wish to open a new account to receive the automatic
 investment, such new account must meet the minimum initial
 purchase requirements described in the prospectus of the fund
 that you select.  All investments under this option are
 exchanges and are therefore subject to the same conditions and
 limitations as other exchanges noted above.  You can terminate
 your participation in Wealth Builder at any time by giving
 written notice to the fund from which the exchanges are made. 
 See Redemption and Exchange.
 
       This option is not available to participants in the
 following plans: SAR/SEP, SEP/IRA, SIMPLE IRA, SIMPLE 401(k),
 Profit Sharing and Money Purchase Pension Plans, 401(k) Defined
 Contribution Plans, 403(b)(7) or 457 Deferred Compensation
 Plans.
 
 4.    Dividend Reinvestment Plan
 
    
       You can elect to have your distributions (capital gains
 and/or dividend income) reinvested in your Fund account or
 invested in certain other funds in the Delaware Group, subject
 to the exceptions noted below as well as the eligibility and
 minimum purchase requirements set forth in each fund's
 prospectus.
     
       Reinvestments of distributions into Class A Shares of the
 Fund or of other Delaware Group funds are made without a front-
 end sales charge.  Reinvestments of distributions into Class B
 Shares of the Fund or of other Delaware Group funds or into
 Class C Shares of the Fund or of other Delaware Group funds are
 also made without any sales charge and will not be  subject to
 a CDSC if later redeemed.  See Automatic Conversion of Class B
 Shares under Classes of Shares for information concerning the
 automatic conversion of Class B Shares acquired by reinvesting
 dividends.
 
    
       Holders of Class A Shares of the Fund may not reinvest
 their distributions into Class B Shares or Class C Shares of
 any fund in the Delaware Group, including the Fund.  Holders of
 Class B Shares of the Fund may reinvest their distributions
 only into Class B Shares of the funds in the Delaware Group
 which offer that class of shares.  Similarly, holders of Class
 C Shares of the Fund may reinvest their distributions only into
 Class C Shares of the funds in the Delaware Group which offer
 that class of shares.  For more information about
 reinvestments, call the Shareholder Service Center.
 
       Capital gains and/or dividend distributions for
 participants in the following retirement plans are
 automatically reinvested into the same Delaware Group fund in
 which their investments are held:  SAR/SEP, SEP/IRA, SIMPLE
 IRA, SIMPLE 401(k), Profit Sharing and Money Purchase Pension
 Plans, 401(k) Defined Contribution Plans or 403(b)(7) or 457
 Deferred Compensation Plans.
     
 
    
     
 Purchase Price and Effective Date
       The offering price and net asset value of Class A, Class B
 and Class C Shares are determined as of the close of regular
 trading on the New York Stock Exchange (ordinarily, 4 p.m.,
 Eastern time) on days when the Exchange is open.
    
       The effective date of a purchase is the date the order is
 received by the Fund, its agent or designee.  The effective
 date of a direct purchase is the day your wire, electronic
 transfer or check is received unless it is received after the
 time the offering price or net asset value of shares is
 determined, as noted above.  Purchase orders received after
 such time will be effective the next business day.
     
 The Conditions of Your Purchase
       The Fund reserves the right to reject any purchase order. 
 If a purchase is canceled because your check is returned
 unpaid, you are responsible for any loss incurred.  The Fund
 can redeem shares from your account(s) to reimburse itself for
 any loss, and you may be restricted from making future
 purchases in any of the funds in the Delaware Group.  The Fund
 reserves the right to reject purchase orders paid by third-
 party checks or checks that are not drawn on a domestic branch
 of a United States financial institution.  If a check drawn on
 a foreign financial institution is accepted, you may be subject
 to additional bank charges for clearance and currency
 conversion.
 
       The Fund also reserves the right, following shareholder
 notification, to charge a service fee on non-retirement
 accounts that, as a result of a redemption, have remained below
 the minimum stated account balance for a period of three or
 more consecutive months. Holders of such accounts may be
 notified of their insufficient account balance and advised that
 they have until the end of the current calendar quarter to
 raise their balance to the stated minimum.  If the account has
 not reached the minimum balance requirement by that time, the
 Fund will charge a $9 fee for that quarter and each subsequent
 calendar quarter until the account is brought up to the minimum
 balance.  The service fee will be deducted from the account
 during the first week of each calendar quarter for the previous
 quarter, and will be used to help defray the cost of
 maintaining low-balance accounts.  No fees will be charged
 without proper notice, and no CDSC will apply to such
 assessments.
 
       The Fund also reserves the right, upon 60 days' written
 notice, to involuntarily redeem accounts that remain under the
 minimum initial purchase amount as a result of redemptions.  An
 investor making the minimum initial investment may be subject
 to involuntary redemption without the imposition of a CDSC or
 Limited CDSC if he or she redeems any portion of his or her
 account.
 
 REDEMPTION AND EXCHANGE
 
       You can redeem or exchange your shares in a number of
 different ways.  The exchange service is useful if your
 investment requirements change and you want an easy way to
 invest in other equity funds, bond funds, tax-advantaged funds
 or money market funds.  This service is also useful if you are
 anticipating a major expenditure and want to move a portion of
 your investment into a fund that has the checkwriting feature. 
 Exchanges are subject to the requirements of each fund and all
 exchanges of shares constitute taxable events.  See Taxes. 
 Further, in order for an exchange to be processed, shares of
 the fund being acquired must be registered in the state where
 the acquiring shareholder resides.  You may want to consult
 your financial adviser or investment dealer to discuss which
 funds in the Delaware Group will best meet your changing
 objectives, and the consequences of any exchange transaction. 
 You may also call the Delaware Group directly for fund
 information.
 
       All exchanges involve a purchase of shares of the fund into
 which the exchange is made.  As with any purchase, an investor
 should obtain and carefully read that fund's prospectus before
 buying shares in an exchange.  The prospectus contains more
 complete information about the fund, including charges and
 expenses.
 
       Your shares will be redeemed or exchanged at a price based
 on the net asset value next determined after the Fund receives
 your request in good order, subject, in the case of a
 redemption, to any applicable CDSC or Limited CDSC.  For
 example, redemption or exchange requests received in good order
 after the time the offering price and net asset value of shares
 are determined will be processed on the next business day.  See
 Purchase Price and Effective Date under How to Buy Shares.  A
 shareholder submitting a redemption request may indicate that
 he or she wishes to receive redemption proceeds of a specific
 dollar amount.  In the case of such a request, and in the case
 of certain redemptions from retirement plan accounts, the Fund
 will redeem the number of shares necessary to deduct the
 applicable CDSC in the case of Class B and Class C Shares, and,
 if applicable, the Limited CDSC in the case of Class A Shares
 and tender to the shareholder the requested amount, assuming
 the shareholder holds enough shares in his or her account for
 the redemption to be processed in this manner.  Otherwise, the
 amount tendered to the shareholder upon redemption will be
 reduced by the amount of the applicable CDSC or Limited CDSC. 
 Redemption proceeds will be distributed promptly, as described
 below, but not later than seven days after receipt of a
 redemption request.
 
       Except as noted below, for a redemption request to be in
 "good order," you must provide your account number, account
 registration, and the total number of shares or dollar amount
 of the transaction.  For exchange requests, you must also
 provide the name of the fund in which you want to invest the
 proceeds.  Exchange instructions and redemption requests must
 be signed by the record owner(s) exactly as the shares are
 registered.  You may request a redemption or an exchange by
 calling the Shareholder Service Center at 800-523-1918.  The
 Fund may suspend, terminate, or amend the terms of the exchange
 privilege upon 60 days' written notice to shareholders.
 
       The Fund will process written and telephone redemption
 requests to the extent that the purchase orders for the shares
 being redeemed have already settled.  The Fund will honor
 redemption requests as to shares for which a check was tendered
 as payment, but the Fund will not mail or wire the proceeds
 until it is reasonably satisfied that the purchase check has
 cleared, which may take up to 15 days from the purchase date. 
 You can avoid this potential delay if you purchase shares by
 wiring Federal Funds.  The Fund reserves the right to reject a
 written or telephone redemption request or delay payment of
 redemption proceeds if there has been a recent change to the
 shareholder's address of record.
 
       There is no front-end sales charge or fee for exchanges
 made between shares of funds which both carry a front-end sales
 charge.  Any applicable front-end sales charge will apply to
 exchanges from shares of funds not subject to a front-end sales
 charge, except for exchanges involving assets that were
 previously invested in a fund with a front-end sales charge
 and/or exchanges involving the reinvestment of dividends.
    
       Holders of Class B Shares or Class C Shares that exchange
 their shares ("Original Shares") for shares of other funds in
 the Delaware Group (in each case, "New Shares") in a permitted
 exchange, will not be subject to a CDSC that might otherwise be
 due upon redemption of the Original Shares.  However, such
 shareholders will continue to be subject to the CDSC and, in
 the case of Class B Shares, the automatic conversion schedule
 of the Original Shares as described in this Prospectus and any
 CDSC assessed upon redemption will be charged by the fund from
 which the Original Shares were exchanged.  In an exchange of
 Class B Shares from the Fund, the Fund's CDSC schedule may be
 higher than the CDSC schedule relating to the New Shares
 acquired as a result of the exchange.  For purposes of
 computing the CDSC that may be payable upon a disposition of
 the New Shares, the period of time that an investor held the
 Original Shares is added to the period of time that an investor
 held the New Shares.  With respect to Class B Shares, the
 automatic conversion schedule of the Original Shares may be
 longer than that of the New Shares.  Consequently, an
 investment in New Shares by exchange may subject an investor,
 absent any applicable fee waiver, to the higher 12b-1 fees
 applicable to Class B Shares of the Fund for a longer period of
 time than if the investment in New Shares were made directly.
     
       Various redemption and exchange methods are outlined below. 
 Except for the CDSC applicable to certain redemptions of Class
 B and Class C Shares and the Limited CDSC applicable to certain
 redemptions of Class A Shares purchased at net asset value,
 there is no fee charged by the Fund or the Distributor for
 redeeming or exchanging your shares, but such fees could be
 charged in the future.  You may have your investment dealer
 arrange to have your shares redeemed or exchanged.  Your
 investment dealer may charge for this service.
 
       All authorizations given by shareholders, including
 selection of any of the features described below, shall
 continue in effect until such time as a written revocation or
 modification has been received by the Fund or its agent.
 
 Written Redemption
       You can write to the Fund at 1818 Market Street,
 Philadelphia, PA 19103 to redeem some or all of your shares. 
 The request must be signed by all owners of the account or your
 investment dealer of record.  For redemptions of more than
 $50,000, or when the proceeds are not sent to the
 shareholder(s) at the address of record, the Fund requires a
 signature by all owners of the account and a signature
 guarantee for each owner.  Each signature guarantee must be
 supplied by an eligible guarantor institution.  The Fund
 reserves the right to reject a signature guarantee supplied by
 an eligible institution based on its creditworthiness.  The
 Fund may require further documentation from corporations,
 executors, retirement plans, administrators, trustees or
 guardians.
 
       Payment is normally mailed the next business day after
 receipt of your redemption request.  If your Class A Shares are
 in certificate form, the certificate(s) must accompany your
 request and also be in good order.  Certificates are issued for
 Class A Shares only if a shareholder submits a specific
 request.  Certificates are not issued for Class B Shares or
 Class C Shares.
 
 Written Exchange
       You may also write to the Fund (at 1818 Market Street,
 Philadelphia, PA 19103) to request an exchange of any or all of
 your shares into another mutual fund in the Delaware Group,
 subject to the same conditions and limitations as other
 exchanges noted above.
 
 Telephone Redemption and Exchange
       To get the added convenience of the telephone redemption
 and exchange methods, you must have the Transfer Agent hold
 your shares (without charge) for you.  If you choose to have
 your Class A Shares in certificate form, you may redeem or
 exchange only by written request and you must return your
 certificates.
 
       The Telephone Redemption--Check to Your Address of Record
 service and the Telephone Exchange service, both of which are
 described below, are automatically provided unless you notify
 the Fund in writing that you do not wish to have such services
 available with respect to your account.  The Fund reserves the
 right to modify, terminate or suspend these procedures upon 60
 days' written notice to shareholders.  It may be difficult to
 reach the Fund by telephone during periods when market or
 economic conditions lead to an unusually large volume of
 telephone requests.
 
       Neither the Fund nor its Transfer Agent is responsible for
 any shareholder loss incurred in acting upon written or
 telephone instructions for redemption or exchange of Fund
 shares which are reasonably believed to be genuine.  With
 respect to such telephone transactions, the Fund will follow
 reasonable procedures to confirm that instructions communicated
 by telephone are genuine (including verification of a form of
 personal identification) as, if it does not, the Fund or the
 Transfer Agent may be liable for any losses due to unauthorized
 or fraudulent transactions.  Instructions received by telephone
 are generally tape recorded, and a written confirmation will be
 provided for all purchase, exchange and redemption transactions
 initiated by telephone.  By exchanging shares by telephone, you
 are acknowledging prior receipt of a prospectus for the fund
 into which your shares are being exchanged.
 
 Telephone Redemption--Check to Your Address of Record
       The Telephone Redemption feature is a quick and easy method
 to redeem shares.  You or your investment dealer of record can
 have redemption proceeds of $50,000 or less mailed to you at
 your address of record.  Checks will be payable to the
 shareholder(s) of record.  Payment is normally mailed the next
 business day after receipt of the redemption request.  This
 service is only available to individual, joint and individual
 fiduciary-type accounts.
 
 Telephone Redemption--Proceeds to Your Bank
       Redemption proceeds of $1,000 or more can be transferred to
 your predesignated bank account by wire or by check.  You
 should authorize this service when you open your account.  If
 you change your predesignated bank account, you must complete
 an Authorization Form and have your signature guaranteed.  For
 your protection, your authorization must be on file.  If you
 request a wire, your funds will normally be sent the next
 business day.  CoreStates Bank, N.A.'s fee (currently $7.50)
 will be deducted from your redemption proceeds.  If you ask for
 a check, it will normally be mailed the next business day after
 receipt of your redemption request to your predesignated bank
 account.  There are no separate fees for this redemption
 method, but the mail time may delay getting funds into your
 bank account.  Simply call the Shareholder Service Center prior
 to the time the offering price and net asset value are
 determined, as noted above.
    
     
 Telephone Exchange
       The Telephone Exchange feature is a convenient and
 efficient way to adjust your investment holdings as your
 liquidity requirements and investment objectives change.  You
 or your investment dealer of record can exchange your shares
 into other funds in the Delaware Group under the same
 registration, subject to the same conditions and limitations as
 other exchanges noted above.  As with the written exchange
 service, telephone exchanges are subject to the requirements of
 each fund, as described above.  Telephone exchanges may be
 subject to limitations as to amounts or frequency.
    
     
 
 Contingent Deferred Sales Charge for Certain Redemptions of
 Class A Shares Purchased at Net Asset Value
       A Limited CDSC will be imposed on certain redemptions of
 Class A Shares (or shares into which such Class A Shares are
 exchanged) made within 12 months of purchase, if such purchases
 were made at net asset value and triggered the payment by the
 Distributor of the dealer's commission previously described. 
 See Classes of Shares.
 
       The Limited CDSC will be paid to the Distributor and will
 be equal to the lesser of 1% of: (1) the net asset value at the
 time of purchase of the Class A Shares being redeemed; or (2)
 the net asset value of such Class A Shares at the time of
 redemption.  For purposes of this formula, the "net asset value
 at the time of purchase" will be the net asset value at
 purchase of the Class A Shares even if those shares are later
 exchanged for shares of another Delaware Group fund and, in the
 event of an exchange of Class A Shares, the "net asset value of
 such shares at the time of redemption" will be the net asset
 value of the shares acquired in the exchange.  
 
       Redemptions of such Class A Shares held for more than 12
 months will not be subjected to the Limited CDSC and an
 exchange of such Class A Shares into another Delaware Group
 fund will not trigger the imposition of the Limited CDSC at the
 time of such exchange.  The period a shareholder owns shares
 into which Class A Shares are exchanged will count towards
 satisfying the 12-month holding period.  The Limited CDSC is
 assessed if such 12-month period is not satisfied irrespective
 of whether the redemption triggering its payment is of Class A
 Shares of the Fund or Class A Shares acquired in the exchange.  
 
       In determining whether a Limited CDSC is payable, it will
 be assumed that shares not subject to the Limited CDSC are the
 first redeemed followed by other shares held for the longest
 period of time.  The Limited CDSC will not be imposed upon
 shares representing reinvested dividends or capital gains
 distributions, or upon amounts representing share appreciation. 
 All investments made during a calendar month, regardless of
 what day of the month the investment occurred, will age one
 month on the last day of that month and each subsequent month.
 
 Waiver of Limited Contingent Deferred Sales Charge - Class A
 Shares
       The Limited CDSC for Class A Shares on which a dealer's
 commission has been paid will be waived in the following
 instances:  (i) redemptions that result from the Fund's right
 to liquidate a shareholder's account if the aggregate net asset
 value of the shares held in the account is less than the then-
 effective minimum account size; (ii) distributions to
 participants from a retirement plan qualified under section
 401(a) or 401(k) of the Internal Revenue Code of 1986, as
 amended (the "Code"), or due to death of a participant in such
 a plan; (iii) redemptions pursuant to the direction of a
 participant or beneficiary of a retirement plan qualified under
 section 401(a) or 401(k) of the Code with respect to that
 retirement plan; (iv) periodic distributions from an IRA,
 SIMPLE IRA or 403(b)(7) or 457 Deferred Compensation Plan or
 due to death, disability, or attainment of age 59 1/2, and IRA
 distributions qualifying under Section 72(t) of the Internal
 Revenue Code; (v) returns of excess contributions to an IRA;
 (vi) distributions by other employee benefit plans to pay
 benefits; (vii) distributions described in (ii), (iv), and (vi)
 above pursuant to a systematic withdrawal plan; and (viii)
 redemptions by the classes of shareholders who are permitted to
 purchase shares at net asset value, regardless of the size of
 the purchase (see Buying Class A Shares at Net Asset Value
 under Classes of Shares).
 
 Waiver of Contingent Deferred Sales Charge - Class B and Class
 C Shares
    
 
       The CDSC is waived on certain redemptions of Class B Shares
 in connection with the following redemptions:  (i) redemptions
 that result from the Fund's right to liquidate a shareholder's
 account if the aggregate net asset value of the shares held in
 the account is less than the then-effective minimum account
 size; (ii) returns of excess contributions to an IRA, SIMPLE
 IRA, SEP/IRA, 403(b)(7) or 457 Deferred Compensation Plan;
 (iii) periodic distributions from an IRA, SIMPLE IRA, SAR/SEP,
 SEP/IRA, 403(b)(7) or 457 Deferred Compensation Plan due to
 death, disability or attainment of age 59 1/2, and IRA
 distributions qualifying under Section 72(t) of the Internal
 Revenue Code; and (iv) distributions from an account if the
 redemption results from the death of all registered owners of
 the account (in the case of accounts established under the
 Uniform Gifts to Minors or Uniform Transfers to Minors Acts or
 trust accounts, the waiver applies upon the death of all
 beneficial owners) or a total and permanent disability (as
 defined in Section 72 of the Code) of all registered owners
 occurring after the purchase of the shares being redeemed.  
 
       The CDSC on Class C Shares is waived in connection with the
 following redemptions:  (i) redemptions that result from the
 Fund's right to liquidate a shareholder's account if the
 aggregate net asset value of the shares held in the account is
 less than the then-effective minimum account size; (ii) returns
 of excess contributions to an IRA, SIMPLE IRA, 403(b)(7) or 457
 Deferred Compensation Plan, Profit Sharing Plan, Money Purchase
 Pension Plan, or 401(k) Defined Contribution Plan; (iii)
 periodic distributions from a 403(b)(7) or 457 Deferred
 Compensation Plan upon attainment of age 59 1/2, Profit Sharing
 Plan, Money Purchase Plan, 401(k) Defined Contribution Plan
 upon attainment of age 70 1/2, and IRA distributions qualifying
 under Section 72(t) of the Internal Revenue Code; (iv)
 distributions from a 403(b)(7) Deferred Compensation Plan, 457
 Deferred Compensation Plan, Profit Sharing Plan, or 401(k)
 Defined Contribution Plan, under hardship provisions of the
 plan; (v) distributions from a 403(b)(7) Deferred Compensation
 Plan, 457 Deferred Compensation Plan, Profit Sharing Plan,
 Money Purchase Pension Plan or a 401(k) Defined Contribution
 Plan upon attainment of normal retirement age under the plan or
 upon separation from service; (vi) periodic distributions from
 an IRA or SIMPLE IRA on or after attainment of age 59 1/2; and
 (vii) distributions from an account if the redemption results
 from the death of all registered owners of the account (in the
 case of accounts established under the Uniform Gifts to Minors
 or Uniform Transfers to Minors Acts or trust accounts, the
 waiver applies upon the death of all beneficial owners) or a
 total and permanent disability (as defined in Section 72 of the
 Code) of all registered owners occurring after the purchase of
 the shares being redeemed.  
     
 DIVIDENDS AND DISTRIBUTIONS
 
       Global Funds, Inc. declares a dividend on each Fund to all
 shareholders of record of the Classes of that Fund at the time
 the offering price of shares is determined.  See Purchase Price
 and Effective Date under How to Buy Shares.  Thus, when
 redeeming shares, dividends continue to be credited up to and
 including the date of redemption.
 
       International Small Cap Fund will normally declare and make
 payments from net investment income on an annual basis. 
 Payments from net realized securities profits of the Fund, if
 any, will be made in the quarter following the close of the
 fiscal year.  Both dividends and distributions, if any, are
 automatically reinvested in your account at net asset value.
 
       In addition to the dividends from net investment income and
 distributions from realized securities profits that the Fund
 may declare and make, as noted above, in order to satisfy
 certain distribution requirements of the Tax Reform Act of
 1986, the Fund may declare special year-end dividend and
 capital gains distributions during October, November or
 December to shareholders of record on a date in such month. 
 Such distributions, if received by shareholders by January 31,
 are deemed to have been paid by the Funds and received by
 shareholders on the earlier of the date paid or December 31 of
 the prior year.  
    
       Each Class of the Fund will share proportionately in the
 investment income and expenses of the Fund, except that, absent
 any applicable fee waiver, the per share dividends from net
 investment income on Class A Shares, Class B Shares and Class C
 Shares will vary due to the expenses under the 12b-1 Plan
 applicable to each Class.  Generally, except in the absence of
 a waiver, the dividends per share on Class B Shares and Class C
 Shares can be expected to be lower than the dividends per share
 on Class A Shares because the expenses under the 12b-1 Plans
 relating to Class B Shares and Class C Shares will be higher
 than the expenses under the 12b-1 Plan relating to Class A
 Shares.  See Distribution (12b-1) and Service under Management
 of the Fund.  
 
       Both dividends and distributions, if any, are automatically
 reinvested in your account at net asset value.
     
 
       TAXES
 
       The tax discussion set forth below is included for general
 information only.  Investors should consult their own tax
 advisers concerning the federal, state, local or foreign tax
 consequences of an investment in the Fund.
    
       On August 5, 1997, President Clinton signed into law the
 Taxpayer Relief Act of 1997 (the "1997 Act").  This new law
 makes sweeping changes in the Internal Revenue Code (the
 "Code").  Because many of these changes are complex, and only
 indirectly affect the Fund and its distributions to you, they
 are discussed in Part B.  Changes in the treatment of capital
 gains, however, are discussed in this section.
     
       The Fund intends to qualify as a regulated investment
 company under Subchapter M of the Code.  As such, the Fund will
 not be subject to federal income tax, or to any excise tax, to
 the extent its earnings are distributed as provided in the Code
 and it satisfies certain other requirements relating to the
 sources of its income and diversification of its assets.
 
       The Fund intends to distribute substantially all of its net
 investment income and net capital gains, if any.  Dividends
 from net investment income or net short-term capital gains will
 be taxable to those investors who are subject to income taxes
 as ordinary income, whether received in cash or in additional
 shares.  It is expected that either none or only a nominal
 portion of the Fund's dividends will be eligible for the
 dividends-received deductions for corporations.  The portion of
 dividends paid by the Fund that so qualifies will be designated
 each year in a notice from the Fund to the Fund's shareholders.
 
       Distributions paid by the Fund from long-term capital
 gains, whether received in cash or in additional shares, are
 taxable to those investors who are subject to income taxes as
 long-term capital gains, regardless of the length of time an
 investor has owned shares in the Fund.  The Fund does not seek
 to realize any particular amount of capital gains during a
 year; rather, realized gains are a by-product of Fund
 management activities.  Consequently, capital gains
 distributions may be expected to vary considerably from year to
 year.  Also, for those investors subject to tax, if purchases
 of shares in the Fund are made shortly before the record date
 for a dividend or capital gains distribution, a portion of the
 investment will be returned as a taxable distribution.
    
 The Treatment of Capital Gain Distributions under the Taxpayer
 Relief Act of 1997
       The 1997 Act creates a category of long-term capital gain
 for individuals that will be taxed at new lower tax rates.  For
 investors who are in the 28% or higher federal income tax
 brackets, these gains will be taxed at a maximum of 20%.  For
 investors who are in the 15% federal income tax bracket, these
 gains will be taxed at a maximum of 10%.  Capital gain
 distributions will qualify for these new maximum tax rates,
 depending on when the Fund's securities were sold and how long
 they were held by the Fund before they were sold.  Investors
 who want more information on holding periods and other
 qualifying rules relating to these new rates should review the
 expanded discussion in Part B, or should contact their own tax
 advisers.
 
       Global Funds, Inc. will advise you in its annual
 information reporting at calendar year end of the amount of its
 capital gain distributions which will qualify for these maximum
 federal tax rates.
 
       Although dividends generally will be treated as distributed
 when paid, dividends which are declared in October, November or
 December to shareholders of record on a specified date in one
 of those months, but which, for operational reasons, may not be
 paid to the shareholder until the following January, will be
 treated for tax purposes as if paid by the Fund and received by
 the shareholder on December 31 of the calendar year in which
 they are declared.
     
       The sale of shares of the Fund is a taxable event and may
 result in a capital gain or loss to shareholders subject to
 tax.  Capital gain or loss may be realized from an ordinary
 redemption of shares or an exchange of shares between the Fund
 any other fund in the Delaware Group.  Any loss incurred on a
 sale or exchange of Fund shares that had been held for six
 months or less will be treated as a long-term capital loss to
 the extent of capital gain dividends received with respect to
 such shares.  All or a portion of the sales charge incurred in
 acquiring Fund shares will be excluded from the federal tax
 basis of any of such shares sold or exchanged within 90 days of
 their purchase (for purposes of determining gain or loss upon
 the sale of such shares) if the sale proceeds are reinvested in
 the Fund or in another fund in the Delaware Group of funds and
 a sales charge that would otherwise apply to the reinvestment
 is reduced or eliminated.  Any portion of such sales charge
 excluded from the tax basis of the shares sold will be added to
 the tax basis of the shares acquired in the reinvestment.
 
       The Fund may be subject to foreign withholding taxes on
 income from certain of its foreign securities.  If more than
 50% in value of the total assets of the Fund at the end of its
 fiscal year are invested in securities of foreign corporations,
 the Fund may elect to pass-through to its shareholders a pro-
 rata share of foreign income taxes paid by the Fund.  If this
 election is made, shareholders will be (i) required to include
 in their gross income their pro-rata share of foreign source
 income (including any foreign taxes paid by the Fund), and (ii)
 entitled to either deduct (as an itemized deduction in the case
 of individuals) their share of such foreign taxes in computing
 their taxable income or to claim a credit for such taxes
 against their U.S. income tax, subject to certain limitations
 under the Code.  Shareholders will be informed by the Fund at
 the end of each calendar year regarding the availability of any
 credits on and the amount of foreign source income to be
 included in their income tax returns.
 
       The automatic conversion of Class B Shares into Class A
 Shares at the end of approximately eight years after purchase
 will be tax-free for federal tax purposes.  See Automatic
 Conversion of Class B Shares under Classes of Shares.
    
       In addition to the federal taxes described above,
 shareholders may or may not be subject to various state and
 local taxes.  For example, distributions of interest income and
 capital gains realized from certain types of U.S. government
 securities may be exempt from state personal income taxes. 
 Because investors' state and local taxes may be different than
 the federal taxes described above, investors should consult
 their own tax advisers.
     
       Each year, Global Funds, Inc. will mail to you information
 on the tax status of the Fund's dividends and distributions. 
 Shareholders will also receive each year information as to the
 portion of dividend income that is derived from U.S. government
 securities, if any, that are exempt from state income tax.  Of
 course, shareholders who are not subject to tax on their income
 would not be required to pay tax on amounts distributed to them
 by the Fund.
 
       Global Funds, Inc. is required to withhold 31% of taxable
 dividends, capital gains distributions, and redemptions paid to
 shareholders who have not complied with IRS taxpayer
 identification regulations.  You may avoid this withholding
 requirement by certifying on your Investment Application your
 proper Taxpayer Identification Number and by certifying that
 you are not subject to backup withholding.
 
       See Accounting and Tax Issues and Distributions in Part B
 for additional information on tax matters relating to the Fund
 and its shareholders.
 
 CALCULATION OF OFFERING PRICE AND NET ASSET VALUE PER SHARE
 
       The net asset value ("NAV") per share is computed by adding
 the value of all securities and other assets in the Fund's
 portfolio, deducting any liabilities of the Fund (expenses and
 fees are accrued daily) and dividing by the number of the
 Fund's shares outstanding.  Portfolio securities for which
 market quotations are available are priced at market value. 
 Debt securities are priced at fair value by an independent
 pricing service using methods approved by Global Funds, Inc.'s
 Board of Directors.  Short-term investments having a maturity
 of less than 60 days are valued at amortized cost, which
 approximates market value.  All other securities are valued at
 their fair value as determined in good faith and in a method
 approved by Global Funds, Inc.'s Board of Directors.
 
       Class A Shares are purchased at the offering price per
 share, while Class B Shares and Class C Shares are purchased at
 the NAV per share.  The offering price per share of Class A
 Shares consists of the NAV per share next computed after the
 order is received, plus any applicable front-end sales charges.
 
       The offering price and NAV are computed as of the close of
 regular trading on the New York Stock Exchange (ordinarily, 4
 p.m., Eastern time) on days when the Exchange is open.
 
       The Fund's portfolio securities, from time to time, may be
 listed primarily on foreign exchanges which trade on days when
 the New York Stock Exchange is closed (such as Saturday). As a
 result, the net asset value of the Fund may be significantly
 affected by such trading on days when shareholders have no
 access to the Fund.
 
       The net asset values of all outstanding shares of each
 class of the Fund will be computed on a pro-rata basis for each
 outstanding share based on the proportionate participation in
 that Fund represented by the value of shares of that class. 
 All income earned and expenses incurred by the Fund will be
 borne on a pro-rata basis by each outstanding share of a class,
 based on each class' percentage in that Fund represented by the
 value of shares of such classes, except that International
 Small Cap Fund Institutional Class will not incur any of the
 expenses under Global Funds, Inc.'s 12b-1 Plans, and Class A,
 Class B and Class C Shares of the Fund alone will bear the 12b-
 1 Plan expenses, if any, payable under their respective Plans. 
 Due to the specific distribution expenses and other costs that
 will be allocable to each class, the NAV of each class of the
 Fund will vary.
 
 MANAGEMENT OF THE FUND
 
 Directors
       The business and affairs of Global Funds, Inc. are managed
 under the direction of its Board of Directors.  Part B contains
 additional information regarding Global Funds, Inc.'s directors
 and officers.
 
 Investment Manager and Sub-Adviser
    
       The Manager furnishes investment management services to the
 Fund.  The Manager has offices located at 80 Cheapside, Third
 Floor, London, England EC2V 6EE.
 
       Delaware Management Company, Inc. ("Delaware") and its
 predecessors have been managing the funds in the Delaware Group
 since 1938.  On October 30, 1997, Delaware and its affiliates
 in the Delaware Group, including the Manager, were managing in
 the aggregate more than $38 billion in assets in the various
 institutional or separately managed (approximately
 $22,496,609,000) and investment company (approximately
 $16,012,252,000) accounts.
     
       Delaware is an indirect, wholly owned subsidiary of
 Delaware Management Holdings, Inc. ("DMH").  The Manager is
 also controlled by DMH through several subsidiaries.  On April
 3, 1995, a merger between DMH and a wholly owned subsidiary of
 Lincoln National Corporation ("Lincoln National") was
 completed.  DMH, Delaware and the Manager are now indirect,
 wholly owned subsidiaries, and subject to the ultimate control,
 of Lincoln National.  Lincoln National, with headquarters in
 Fort Wayne, Indiana, is a diversified organization with
 operations in many aspects of the financial services industry,
 including insurance and investment management.  
 
       The Manager manages the Fund's investments and for its
 services, the Manager is paid an annual fee equal to 1.25% of
 the average daily net assets of the Fund.
    
       As noted below, the Distributor has temporarily elected to
 voluntarily waive its right to receive 12b-1 fees.  The Manager
 has also elected voluntarily to waive that portion, if any, of
 the annual management fees payable by International Small Cap
 Fund and to pay expenses of the Fund to the extent necessary to
 ensure that the Total Operating Expenses (exclusive of taxes,
 interest, brokerage commissions and extraordinary expenses) of
 Class A Shares, Class B Shares and Class C Shares do not exceed
 1.25% through May 31, 1998.  
     
       The investment management fees paid to the Manager, while
 higher than the advisory fees paid by other mutual funds in
 general, are comparable to fees paid by other mutual funds with
 similar objectives and policies.
 
       Clive A. Gillmore and Timothy W. Sanderson have primary
 responsibility for making day-to-day investment decisions for
 the Fund and have co-managed the Fund since its inception.   A
 graduate of the University of Warwick and having begun his
 career at Legal and General Investment Management, Mr. Gillmore
 joined the Delaware Group in 1990 after eight years of
 investment experience.  His most recent position prior to
 joining the Delaware Group was as a Pacific Basin equity
 analyst and senior portfolio manager for Hill Samuel Investment
 Advisers Ltd.  Mr. Gillmore completed the London Business
 School Investment program.  Mr. Sanderson began his investment
 career in 1979 with Hill Samuel Investment Management Group. 
 Prior to joining Delaware International Advisers Ltd. in 1990
 as Senior Portfolio Manager and Director, he was an analyst and
 senior portfolio manager for Hill Samuel where, since 1987, he
 had responsibility for Pacific Basin research and the
 management of international institutional portfolios.
 
        In making investment decisions for the Fund, Mr. Gillmore
 and Mr. Sanderson regularly consult with Fiona A. Barwick.  Ms.
 Barwick, a portfolio manager, joined the Delaware Group in 1993
 to cover the Pacific Basin markets.  Prior to this, she spent
 three years at Touche Remnant & Co. in London as an assistant
 portfolio manager and research analyst.  She is a graduate of
 University College, London.
 
 Portfolio Trading Practices
       The Fund normally will not invest for short-term trading
 purposes. However, the Fund may sell securities without regard
 to the length of time they have been held.  The degree of
 portfolio activity will affect brokerage costs of the Fund and
 may affect taxes payable by the Fund's shareholders to the
 extent that net capital gains are realized. Given the Fund's
 investment objective, it is anticipated that the portfolio
 turnover rate of the Fund will not exceed 100%. 
 
       The Manager uses its best efforts to obtain the best
 available price and most favorable execution for portfolio
 transactions.  Orders may be placed with brokers or dealers who
 provide brokerage and research services to the Manager or their
 advisory clients.  These services may be used by the Manager in
 servicing any of their respective accounts.  Subject to best
 price and execution, the Manager may consider a broker/dealer's
 sales of shares of funds in the Delaware Group of funds in
 placing portfolio orders and may place orders with
 broker/dealers that have agreed to defray certain expenses of
 such funds, such as custodian fees.
 
 Performance Information
       From time to time, the Fund may quote total return
 performance of its Classes in advertising and other types of
 literature.  
 
       Total return will be based on a hypothetical $1,000
 investment, reflecting the reinvestment of all distributions at
 net asset value and:  (i) in the case of Class A Shares, the
 impact of the maximum front-end sales charge at the beginning
 of each specified period; and (ii) in the case of Class B
 Shares and Class C Shares, the deduction of any applicable CDSC
 at the end of the relevant period.  Each presentation will
 include the average annual total return for one-, five- and
 ten-year or life of fund periods, as relevant.  Each Fund may
 also advertise aggregate and average total return information
 concerning a Class over additional periods of time.  In
 addition, each Fund may present total return information that
 does not reflect the deduction of the maximum front-end sales
 charge or any applicable CDSC.  In this case, such total return
 information would be more favorable than total return
 information that includes deductions of the maximum front-end
 sales charge or any applicable CDSC.
 
       Because securities prices fluctuate, investment results of
 the Classes will fluctuate over time.  Past performance is not
 considered a guarantee of future results.
 
 Distribution (12b-1) and Service
       The Distributor, Delaware Distributors, L.P., serves as the
 national distributor for the Fund's shares under a Distribution
 Agreement with Global Funds, Inc. dated July 21, 1997.
 
       Global Funds, Inc. has adopted a separate distribution plan
 under Rule 12b-1 for each of the Class A Shares, Class B Shares
 and Class C Shares of the Fund (the "Plans").  The Plans permit
 the Fund to pay the Distributor from the assets of its
 respective Classes a monthly fee for the Distributor's services
 and expenses in distributing and promoting sales of shares.
    
       These expenses include, among other things, preparing and
 distributing advertisements, sales literature, and prospectuses
 and reports used for sales purposes, compensating sales and
 marketing personnel, holding special promotions for specified
 periods of time, and paying distribution and maintenance fees
 to brokers, dealers and others.  In connection with the
 promotion of shares of the Classes, the Distributor may, from
 time to time, pay to participate in dealer-sponsored seminars
 and conferences, and reimburse dealers for expenses incurred in
 connection with preapproved seminars, conferences, and
 advertising.  The Distributor may pay or allow additional
 promotional incentives to dealers as part of preapproved sales
 contests and/or to dealers who provide extra training and
 information concerning a Class and increase sales of the Class. 
 In addition, the Fund may make payments from the 12b-1 Plan
 fees of its respective Classes directly to others, such as
 banks, who aid in the distribution of Class shares or provide
 services in respect of a Class, pursuant to service agreements
 with Global Funds, Inc.  The Distributor has elected
 voluntarily to waive its right to receive 12b-1 fees (including
 service fees) from the commencement of the public offering of
 the Classes through May 31, 1998.
     
       The 12b-1 Plan expenses relating to each of the Class B
 Shares and Class C Shares of the Fund are also used to pay the
 Distributor for advancing the commission costs to dealers with
 respect to the initial sale of such shares.
    
       Absent any applicable fee waiver, the aggregate fees paid
 by the Fund from the assets of the respective Classes to the
 Distributor and others under the Plans may not exceed (i) 0.30%
 of the Class A Shares' average daily net assets in any year,
 and (ii) 1% (0.25% of which are service fees to be paid by the
 Fund to the Distributor, dealers and others for providing
 personal service and/or maintaining shareholder accounts) of
 each of the Class B Shares' and Class C Shares' average daily
 net assets in any year.  The Fund's Class A, Class B and Class
 C Shares will not incur any distribution expenses beyond these
 limits, which may not be increased without shareholder
 approval.  
 
       While payments, if any, pursuant to the Plans may not
 exceed 0.30% annually with respect to Class A Shares, and 1%
 annually with respect to each of the Class B Shares and the
 Class C Shares, the Plans do not limit fees to amounts actually
 expended by the Distributor.  It is therefore possible that the
 Distributor may realize a profit in any particular year. 
 However, the Distributor currently expects that distribution
 expenses will likely equal or exceed payments under the Plans. 
 The Distributor may, however incur such additional expenses and
 make additional payments to dealers from its own resources to
 promote the distribution of shares of the Classes.  The monthly
 fees paid to the Distributor under the Plans are subject to the
 review and approval of Global Funds, Inc.'s unaffiliated
 directors, who may reduce the fees or terminate the Plans at
 any time.
     
       The Plans do not apply to shares of International Small Cap
 Fund Institutional Class.  Those shares are not included in
 calculating the Plans' fees, and the Plans are not used to
 assist in the distribution and marketing of shares of
 International Small Cap Fund Institutional Class.
 
       The Transfer Agent, Delaware Service Company, Inc., serves
 as the shareholder servicing, dividend disbursing and transfer
 agent for the Fund pursuant to an amended and restated
 agreement.  The Transfer Agent also provides accounting
 services to the Fund pursuant to the terms of a separate Fund
 Accounting Agreement.  The directors of Global Funds, Inc.
 annually review service fees paid to the Transfer Agent.
 
       The Distributor and the Transfer Agent are also indirect,
 wholly owned subsidiaries of DMH.
 
 Expenses
       The Fund is responsible for all of its own expenses other
 than those borne by the Manager under the Investment Management
 Agreement and those borne by the Distributor under the
 Distribution Agreement.  
 
 Shares
       Global Funds, Inc. is an open-end management investment
 company.  Commonly known as a mutual fund, Global Funds, Inc.
 was organized as a Maryland corporation on May 30, 1991. 
 Global Funds, Inc. currently offers six series of shares -
 International Equity Series, International Small Cap Series,
 Global Bond Series, Global Assets Series, Emerging Markets
 Series and Global Equity Series.  Fund shares have a par value
 of $.01 and when issued will be fully paid, non-assessable,
 fully transferable and redeemable at the option of the holder. 
 The shares have no preference as to conversion, exchange,
 dividends, retirement or other features and have no preemptive
 rights.  Each Fund will vote separately on any matter which
 affects only that Fund.  Shares of each Fund have a priority
 over shares of any other fund of Global Funds, Inc. in the
 assets and income of that Fund.
 
       Global Funds, Inc.'s shares have noncumulative voting
 rights which means that the holders of more than 50% of Global
 Funds, Inc.'s shares voting for the election of directors can
 elect 100% of the directors if they choose to do so.  Under
 Maryland law, Global Funds, Inc. is not required, and does not
 intend, to hold annual meetings of shareholders unless, under
 certain circumstances, it is required to do so under the 1940
 Act.  Shareholders of 10% or more of Global Funds, Inc.'s
 outstanding shares may request that a special meeting be called
 to consider the removal of a director.
 
       International Small Cap Fund also offers International
 Small Cap Fund Institutional Class of shares, as well as Class
 A Shares, Class B Shares and Class C Shares.  Shares of each
 Class represent proportionate interests in the assets of the
 Fund and have the same voting and other rights and preferences
 as the other classes of the Fund, except that shares of
 International Small Cap Fund Institutional Class are not
 subject to, and may not vote on matters affecting, the
 Distribution Plans under Rule 12b-1 relating to Class A, Class
 B and Class C Shares.  Similarly, as a general matter, the
 shareholders of Class A Shares, Class B Shares and Class C
 Shares may vote only on matters affecting the 12b-1 Plan that
 relates to the class of shares that they hold.  However, Class
 B Shares of the Fund may vote on any proposal to increase
 materially the fees to be paid by the Fund under the 12b-1 Plan
 relating to Class A Shares.
 
       It is expected that The Lincoln National Life Insurance
 Company ("Lincoln") will make an investment in the Fund, which
 could result in Lincoln holding up to 100% of the outstanding
 shares of the Fund.  Subject to certain limited exceptions,
 there would be no limitation on the Lincoln's ability to redeem
 its shares of the Fund and it may elect to do so at any time.
 
 
 OTHER INVESTMENT POLICIES AND RISK CONSIDERATIONS
 
 Repurchase Agreements
       The Fund also may use repurchase agreements that are at
 least 100% collateralized by securities in which the Fund can
 invest directly, including securities issued or guaranteed by
 the U.S. Government or its agencies or instrumentalities. 
 Repurchase agreements help the Fund to invest cash on a
 temporary basis.  The Fund may invest cash balances in joint
 repurchase agreements with other Delaware Group funds.  Under a
 repurchase agreement, the Fund acquires ownership and
 possession of a security, and the seller agrees to buy the
 security back at a specified time and higher price.  Repurchase
 agreements involve the risks of loss if a seller defaults on
 its obligations under the agreements. If the seller is unable
 to repurchase the security, the Fund could experience delays in
 liquidating the securities.  To minimize this possibility, the
 Manager, pursuant to direction from the Global Funds, Inc.'s
 Board of Directors, considers the creditworthiness of banks and
 dealers when entering into repurchase agreements.
 
 Portfolio Loan Transactions
       The Fund may loan up to 25% of its assets to qualified
 broker/dealers or institutional investors for their use
 relating to short sales or other security transactions.
 
       The major risk to which the  Fund would be exposed on a
 loan transaction is the risk that the borrower would go
 bankrupt at a time when the value of the security goes up, and
 the borrower would fail to return the borrowed security. 
 Therefore, the Fund will only enter into loan arrangements
 after a review of all pertinent facts by the Manager, subject
 to overall supervision by the Board of Directors, including the
 creditworthiness of the borrowing broker, dealer or institution
 and then only if the consideration to be received from such
 loans would justify the risk.  In addition, the Fund will
 require borrowers to deliver collateral to the Fund before
 lending securities.  Creditworthiness will be monitored on an
 ongoing basis by the Manager.
 
 Borrowings
       The Fund may borrow money as a temporary measure for
 extraordinary purposes or to facilitate redemptions.  The Fund
 will not borrow money in excess of one-third of the value of
 its net assets.  The Fund has no intention of increasing its
 net income through borrowing.  Any borrowing will be done from
 a bank and, to the extent that such borrowing exceeds 5% of the
 value of the Fund's net assets, asset coverage of at least 300%
 is required.  In the event that such asset coverage shall at
 any time fall below 300%, the Fund shall, within three days
 thereafter (not including Sunday or holidays) or such longer
 period as the U.S. Securities and Exchange Commission may
 prescribe by rules and regulations, reduce the amount of its
 borrowings to such an extent that the asset coverage of such
 borrowings shall be at least 300%.  The Fund will not pledge
 more than 10% of its net assets, or issue senior securities as
 defined in the 1940 Act, except for notes to banks.  Investment
 securities will not be purchased while the Fund has an
 outstanding borrowing.
 
 Rule 144A Securities
       While maintaining oversight, the Board of Directors of
 Global Funds, Inc. has delegated to the Manager the day-to-day
 functions of determining whether or not individual Rule 144A
 Securities are liquid for purposes of the Fund's 15% limitation
 on investments in illiquid assets.  The Board has instructed
 the Manager to consider the following factors in determining
 the liquidity of a Rule 144A Security:  (i) the frequency of
 trades and trading volume for the security; (ii) whether at
 least three dealers are willing to purchase or sell the
 security and the number of potential purchasers; (iii) whether
 at least two dealers are making a market in the security; and
 (iv) the nature of the security and the nature of the
 marketplace trades (e.g., the time needed to dispose of the
 security, the method of soliciting offers, and the mechanics of
 transfer).
 
       If the Manager determines that a Rule 144A Security which
 was previously determined to be liquid is no longer liquid and,
 as a result, the Fund's holdings of illiquid securities exceed
 the Fund's 15% limitation on investments in such securities,
 the Manager will determine what action to take to ensure that
 the Fund continues to adhere to its respective limitation.
 
 Investment Company Securities
       Any investments that the Fund makes in either closed-end or
 open-end investment companies will be limited by the 1940 Act,
 and would involve an indirect payment of a portion of the
 expenses, including advisory fees, of such other investment
 companies.  Under the 1940 Act's limitations, the Fund may not
 (1) own more than 3% of the voting stock of another investment
 company; (2) invest more than 5% of the Fund's total assets in
 the shares of any one investment company; nor (3) invest more
 than 10% of the Fund's total assets in shares of other
 investment companies.  These percentage limitations also apply
 to the Fund's investments in unregistered investment companies.
 
 Foreign Currency Transactions
       Although the Fund values its assets daily in terms of U.S.
 dollars, it does not intend to convert its holdings of foreign
 currencies into U.S. dollars on a daily basis.  The Fund will,
 however, from time to time, purchase or sell foreign currencies
 and/or engage in forward foreign currency transactions in order
 to expedite settlement of portfolio transactions and to
 minimize currency value fluctuations.  The Fund may conduct its
 foreign currency exchange transactions on a spot (i.e., cash)
 basis at the spot rate prevailing in the foreign currency
 exchange market or through entering into contracts to purchase
 or sell foreign currencies at a future date (i.e., a "forward
 foreign currency" contract or "forward" contract).  A forward
 contract involves an obligation to purchase or sell a specific
 currency at a future date, which may be any fixed number of
 days from the date of the contract, agreed upon by the parties,
 at a price set at the time of the contract.  The Fund will
 convert currency on a spot basis from time to time, and
 investors should be aware of the costs of currency conversion.
 
       The Fund may enter into forward contracts to "lock in" the
 price of a security it has agreed to purchase or sell, in terms
 of U.S. dollars or other currencies in which the transaction
 will be consummated.  By entering into a forward contract for
 the purchase or sale, for a fixed amount of U.S. dollars or
 foreign currency, of the amount of foreign currency involved in
 the underlying security transaction, the Fund will be able to
 protect itself against a possible loss resulting from an
 adverse change in currency exchange rates during the period
 between the date the security is purchased or sold and the date
 on which payment is made or received.
 
       When the Manager believes that the currency of a particular
 country may suffer a significant decline against the U.S.
 dollar or against another currency, the Fund may enter into a
 forward foreign currency contract to sell, for a fixed amount
 of U.S. dollars or other appropriate currency, the amount of
 foreign currency approximating the value of some or all of the
 Fund's securities denominated in such foreign currency.
 
       The Fund will not enter into forward contracts or maintain
 a net exposure to such contracts where the consummation of the
 contracts would obligate the Fund to deliver an amount of
 foreign currency in excess of the value of the Fund's
 securities or other assets denominated in that currency.
 
       At the maturity of a forward contract, the Fund may either
 sell the portfolio security and make delivery of the foreign
 currency, or it may retain the security and terminate its
 contractual obligation to deliver the foreign currency by
 purchasing an "offsetting" contract with the same currency
 trader obligating it to purchase, on the same maturity date,
 the same amount of the foreign currency.  The Fund may realize
 a gain or loss from currency transactions.
 
       The Fund also may purchase and write put and call options
 on foreign currencies (traded on U.S. and foreign exchanges or
 over-the-counter) for hedging purposes to protect against
 declines in the U.S. dollar cost of foreign securities held by
 the Fund and against increases in the U.S. dollar cost of such
 securities to be acquired.  Call options on foreign currency
 written by the Fund will be covered, which means that the Fund
 will own the underlying foreign currency.  With respect to put
 options on foreign currency written by the Fund, the Fund will
 establish a segregated account with its Custodian Bank
 consisting of cash, U.S. government securities or other high-
 grade liquid debt securities in an amount equal to the amount
 the Fund will be required to pay upon exercise of the put.  
 
       As in the case of other kinds of options, the writing of an
 option on foreign currency will constitute only a partial
 hedge, up to the amount of the premium received, and the Fund
 could be required to purchase or sell foreign currencies at
 disadvantageous exchange rates, thereby incurring losses.  The
 purchase of an option on foreign currency may constitute an
 effective hedge against fluctuations in exchange rates,
 although, in the event of rate movements adverse to the Fund's
 position, the Fund may forfeit the entire amount of the premium
 plus related transaction costs.  See Special Risk
 Considerations.
 
 Options
       The Manager may employ options techniques in an attempt to
 protect appreciation attained and to take advantage of the
 liquidity available in the options market.  The Fund may
 purchase call options on foreign or U.S. securities and indices
 and enter into related closing transactions.  The Fund may also
 purchase put options on such securities and indices and enter
 into related closing transactions.
 
       A call option enables the purchaser, in return for the
 premium paid, to purchase securities from the writer of the
 option at an agreed price up to an agreed date.  The advantage
 is that the purchaser may hedge against an increase in the
 price of securities it ultimately wishes to buy or take
 advantage of a rise in a particular index.  The Fund will only
 purchase call options to the extent that premiums paid on all
 outstanding call options do not exceed 2% of its total assets.
 
       A put option enables the purchaser of the option, in return
 for the premium paid, to sell the security underlying the
 option to the writer at the exercise price during the option
 period, and the writer of the option has the obligation to
 purchase the security from the purchaser of the option.  The
 Fund will only purchase put options to the extent that the
 premiums on all outstanding put options do not exceed 2% of its
 total assets.  The advantage is that the purchaser can be
 protected should the market value of the security decline or
 should a particular index decline.   
 
       An option on a securities index gives the purchaser of the
 option, in return for the premium paid, the right to receive
 from the seller cash equal to the difference between the
 closing price of the index and the exercise price of the
 option.
 
       Closing transactions essentially let the Fund offset put
 options or call options prior to exercise or expiration.  If
 the Fund cannot effect closing transactions, it may have to
 hold a security it would otherwise sell or deliver a security
 it might want to hold. 
 
       In purchasing put and call options, the premium paid by the
 Fund plus any transaction costs will reduce any benefit
 realized by the Fund upon exercise of the option.
 
       The Fund may use both Exchange-traded and over-the-counter
 options. Certain over-the-counter options may be illiquid.  The
 Fund will only invest in such options to the extent consistent
 with its 15% limitation on investment in illiquid securities. 
 The Fund will comply with U.S. Securities and Exchange
 Commission asset segregation and coverage requirements when
 engaging in these types of transactions.  
 
 Futures Contracts and Options on Futures Contracts
       The principal purpose of the purchase or sale of futures
 contracts for the Fund is to protect the Fund against the
 fluctuations in interest or exchange rates which otherwise
 might adversely affect the value of the Fund's portfolio
 securities or adversely affect the prices of securities which
 the Fund intends to purchase at a later date without actually
 buying or selling such securities.
 
       The Fund may enter into contracts for the purchase or sale
 for future delivery of securities or foreign currencies.  A
 purchase of a futures contract means the acquisition of a
 contractual right to obtain delivery to the Fund of the
 securities or foreign currency called for by the contract at a
 specified price during a specified future month.  When a
 futures contract is sold, the Fund incurs a contractual
 obligation to deliver the securities or foreign currency
 underlying the contract at a specified price on a specified
 date during a specified future month.  To the extent that the
 Fund invests in futures contracts and options thereon for other
 than bona fide hedging purposes, the Fund will not enter into
 such transactions if, immediately thereafter, the sum of the
 amount of initial margin deposits and premiums paid for open
 futures options would exceed 5% of the Fund's total assets,
 after taking into account unrealized profits and unrealized
 losses on such contracts it has entered into; provided,
 however, that, in the case of an option that is in-the-money at
 the time of purchase, the in-the-money amount may be excluded
 in calculating the 5%.
 
       The Fund may also purchase and write options to buy or sell
 futures contracts.  Options on futures are similar to options
 on securities except that options on futures give the purchaser
 the right, in return for the premium paid, to assume a position
 in a futures contract, rather than actually to purchase or sell
 the futures contract, at a specified exercise price at any time
 during the period of the option.  When the Fund enters into a
 futures transaction, it must deliver to the futures commission
 merchant selected by the Fund an amount referred to as "initial
 margin."  This amount is maintained by the futures commission
 merchant directly or on its behalf in an account at the
 Custodian Bank.  Thereafter, a "variation margin" may be paid
 by the Fund to, or drawn by the Fund from, such account in
 accordance with controls set for such accounts, depending upon
 changes in the price of the underlying securities subject to
 the futures contract.  
 
       To the extent that interest or exchange rates or securities
 prices move in an unexpected direction, the Fund may not
 achieve the anticipated benefits of investing in futures
 contracts and options thereon, or may realize a loss.  To the
 extent that the Fund purchases an option on a futures contract
 and fails to exercise the option prior to the exercise date, it
 will suffer a loss of the premium paid.  Further, the possible
 lack of a secondary market could prevent the Fund from closing
 out its positions relating to futures.
    
     
 APPENDIX A--RATINGS
 
 General Rating Information
 
 Bonds
    Excerpts from Moody's description of its bond ratings: 
 Aaa--judged to be the best quality.  They carry the smallest
 degree of investment risk; Aa--judged to be of high quality by
 all standards; A--possess favorable attributes and are
 considered "upper medium" grade obligations; Baa--considered as
 medium grade obligations.  Interest payments and principal
 security appear adequate for the present but certain protective
 elements may be lacking or may be characteristically unreliable
 over any great length of time; Ba--judged to have speculative
 elements; their future cannot be considered as well assured. 
 Often the protection of interest and principal payments may be
 very moderate and thereby not well safeguarded during both good
 and bad times over the future.  Uncertainty of position
 characterizes bonds in this class; B--generally lack
 characteristics of the desirable investment.  Assurance of
 interest and principal payments or of maintenance of other
 terms of the contract over any long period of time may be
 small; Caa--are of poor standing.  Such issues may be in
 default or there may be present elements of danger with respect
 to principal or interest; Ca--represent obligations which are
 speculative in a high degree.  Such issues are often in default
 or have other marked shortcomings; C--the lowest rated class of
 bonds and issues so rated can be regarded as having extremely
 poor prospects of ever attaining any real investment standing.
 
    Excerpts from S&P's description of its bond ratings: 
 AAA--highest grade obligations.  They possess the ultimate
 degree of protection as to principal and interest; AA--also
 qualify as high grade obligations, and in the majority of
 instances differ from AAA issues only in a small degree; A--
 strong ability to pay interest and repay principal although
 more susceptible to changes in circumstances; BBB--regarded as
 having an adequate capacity to pay interest and repay
 principal; BB, B, CCC, CC--regarded, on balance, as
 predominantly speculative with respect to capacity to pay
 interest and repay principal in accordance with the terms of
 the obligation.  BB indicates the lowest degree of speculation
 and CC the highest degree of speculation.  While such debt will
 likely have some quality and protective characteristics, these
 are outweighed by large uncertainties or major risk exposures
 to adverse conditions; C--reserved for income bonds on which no
 interest is being paid; D--in default, and payment of interest
 and/or repayment of principal is in arrears.
 
    
    The Delaware Group includes funds with a wide range of
 investment objectives.  Stock funds, income funds, national and
 state-specific tax-exempt funds, money market funds, global and
 international funds and closed-end funds give investors the
 ability to create a portfolio that fits their personal
 financial goals.  For more information, contact your financial
 adviser or call Delaware Group at 800-523-4640.
    
 INVESTMENT MANAGER
 Delaware International Advisers Ltd.
 80 Cheapside
 Third Floor
 London, England  EC2V 6EE
     
 NATIONAL DISTRIBUTOR
 Delaware Distributors, L.P.
 1818 Market Street 
 Philadelphia, PA  19103
 
 SHAREHOLDER SERVICING,
 DIVIDEND DISBURSING, 
 ACCOUNTING SERVICES 
 AND TRANSFER AGENT
 Delaware Service Company, Inc.
 1818 Market Street
 Philadelphia, PA  19103
 
 LEGAL COUNSEL
 Stradley, Ronon, Stevens & Young, LLP
 One Commerce Square
 Philadelphia, PA  19103
 
 INDEPENDENT AUDITORS
 Ernst & Young LLP
 Two Commerce Square
 Philadelphia, PA  19103
 
 CUSTODIAN
 The Chase Manhattan Bank
 4 Chase Metrotech Center
 Brooklyn, NY  11245
 
 __________________________________
 
 INTERNATIONAL SMALL CAP FUND
 __________________________________
 
 A CLASS
 __________________________________
 
 B CLASS
 __________________________________
 
 C CLASS
 __________________________________
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 P R O S P E C T U S
 
 __________________________________
    
 DECEMBER 22, 1997
     
 
 
 
 
 
 
 
 
 
 
 
 
                                                                    DELAWARE
                                                                    GROUP   
 
    
 INTERNATIONAL                                                    PROSPECTUS
 SMALL CAP FUND INSTITUTIONAL                              DECEMBER 22, 1997
     
 
           __________________________________________
 
                 1818 Market Street, Philadelphia, PA  19103
 
           For more information about International Small Cap Fund
                            Institutional Class 
                     call Delaware Group at 800-828-5052
 
 
      This Prospectus describes shares of the International
 Small Cap Series (the "Fund") of Delaware Group Global &
 International Funds, Inc. ("Global Funds, Inc."), a
 professionally-managed mutual fund of the series type.
 
      The Fund s investment objective is to achieve long-term
 capital appreciation.  The Fund seeks to achieve its objective
 by investing primarily in equity securities of small non-U.S.
 companies, which may include companies located or operating in
 established or emerging countries.  See Investment Objective
 and Strategies.  
    
      The Fund offers an Institutional Class of shares (the
 "Class").  This Prospectus relates only to the Class and sets
 forth information that you should read and consider before you
 invest.  Please retain it for future reference.  The Fund s
 Statement of Additional Information ("Part B"  of Global Funds,
 Inc.'s registration statement), dated July 21, 1997 (as revised
 December 22, 1997), as it may be amended from time to time,
 contains additional information about the Fund and has been
 filed with the Securities and Exchange Commission.  Part B is
 incorporated by reference into this Prospectus and is
 available, without charge, by writing to Delaware Distributors,
 L.P. at the above address or by calling the above numbers. 
 When the Fund commences operations, its financial statements
 will appear in the Annual Report of Global Funds, Inc. and will
 accompany any response to requests for Part B.  
     
      The Fund also offers Class A Shares, Class B Shares and
 Class C Shares.  Shares of these classes are subject to sales
 charges and other expenses, which may affect their performance. 
 A prospectus for these classes can be obtained by writing to
 Delaware Distributors, L.P. at the above address or by calling
 the above number.
 
 
 
 TABLE OF CONTENTS
 
 Cover Page     
 Synopsis     
 Summary of Expenses 
 Investment Objective and
   Strategies     
      Suitability
      Investment Strategy     
      Special Risk      
         Considerations     
 Classes of Shares     
 
 
 How to Buy Shares
 Redemption and Exchange
 Dividends and Distributions
 Taxes
 Calculation of Net Asset 
      Value Per Share
 Management of the Fund
 Other Investment Policies and
      Risk Considerations
 Appendix A -- Ratings
 
 
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
 SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
 COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
 ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
 ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
 CONTRARY IS A CRIMINAL OFFENSE.
 
 BE SURE TO CONSULT YOUR FINANCIAL ADVISER WHEN MAKING
 INVESTMENTS.  MUTUAL FUNDS CAN BE A VALUABLE PART OF YOUR
 FINANCIAL PLAN; HOWEVER, SHARES OF THE FUND ARE NOT FDIC OR
 NCUSIF INSURED, ARE NOT GUARANTEED BY ANY BANK OR ANY CREDIT
 UNION, ARE NOT OBLIGATIONS OF ANY BANK OR ANY CREDIT UNION, AND
 INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE
 PRINCIPAL AMOUNT INVESTED.  SHARES OF THE FUND ARE NOT BANK OR
 CREDIT UNION DEPOSITS.SYNOPSIS
 
 Investment Objective
      The investment objective of the Fund is to achieve long-
 term capital appreciation.  The Fund seeks to achieve its
 objective by investing primarily in equity securities of small
 non-U.S. companies, which may include companies located or
 operating in established or emerging countries.  The Fund is an
 international fund.  Under normal market conditions, at least
 65% of the Fund's total assets will be invested in equity
 securities of companies organized or having a majority of their
 assets in or deriving a majority of their operating income in
 at least three different countries outside of the United
 States.  The current market capitalization of the companies in
 which the Fund intends to invest primarily generally will be
 $1.5 billion or less (at the time of purchase).
 
      For further details, see Investment Objective and
 Strategies and Other Investment Policies and Risk
 Considerations.
 
 Risk Factors and Special Considerations
      Prospective investors should consider a number of
 factors:  
 
      1.   Investing in securities of non-United States
 companies which are generally denominated in foreign currencies
 and the utilization of forward foreign currency exchange
 contracts involve certain risk and opportunity considerations
 not typically associated with investing in United States
 companies.  See Special Risk Considerations-Foreign Securities
 Risks and Other Investment Policies and Risk Considerations.
 
      2.   The Fund has the right to engage in options and
 futures transactions for hedging purposes, to counterbalance
 portfolio volatility.  In connection with futures transactions,
 the Fund will maintain certain collateral in special accounts
 established with futures commission merchants or on its behalf
 in the care of The Chase Manhattan Bank (the "Custodian Bank"). 
 While the Fund does not engage in options and futures for
 speculative purposes, there are risks which result from the use
 of these instruments, and an investor should carefully review
 the descriptions of these risks in this Prospectus.  See
 Options and Futures Contracts and Options on Futures Contracts
 under Other Investment Policies and Risk Considerations.
 
      3.   The prices of equity securities, especially those of
 the smaller non-U.S. companies in which the Fund will primarily
 invest, tend to fluctuate, particularly in the shorter term. 
 Investors in the Fund should be willing to accept the risks
 associated with emerging and growth-oriented companies, some of
 the securities of which may be speculative and subject the Fund
 to additional investment risk.  See Special Risk Considerations
 and Other Investment Policies and Risk Considerations.
 
      4.   The Fund may invest up to 15% of its assets, in high
 yield, high risk foreign fixed-income securities, including
 Brady Bonds.  Consequently, greater risks may be involved with
 an investment in the Fund.  See High Yield, High Risk
 Securities under Investment Objective and Strategies.
 
      5.   The Fund may invest a portion of its assets in the
 markets of certain emerging countries.  Investments in
 securities of companies in emerging markets present a greater
 degree of risk than tends to be the case for foreign
 investments in Western Europe and other developed markets. 
 Among other things, there is a greater possibility of
 expropriation, nationalization, confiscatory taxation, income
 earned or other special taxes, foreign exchange restrictions,
 limitations on the repatriation of income and capital from
 investments, defaults in foreign government debt, and economic,
 political or social instability.  In addition, in many emerging
 markets, there is substantially less publicly available
 information about issuers and the information that is available
 tends to be of a lesser quality.  Economic markets and
 structures tend to be less mature and diverse and the
 securities markets which are subject to less government
 regulation or supervision may also be smaller, less liquid and
 subject to greater price volatility.  See Special Risk
 Considerations-Emerging Markets Securities Risks.
 
 Investment Manager, Sub-Adviser, Distributor and Service Agent
      Delaware International Advisers Ltd. ("Delaware
 International" or the "Manager") is the investment manager for
 the Fund and, in that capacity, provides investment advice to
 the Fund, subject to the supervision of Global Funds, Inc.'s
 Board of Directors.  Delaware Distributors, L.P. (the
 "Distributor") is the national distributor for the Fund and for
 all of the other mutual funds in the Delaware Group.  Delaware
 Service Company, Inc. (the "Transfer Agent") is the shareholder
 servicing, dividend disbursing, accounting services and
 transfer agent for the Fund and for all of the other mutual
 funds in the Delaware Group.  See Summary of Expenses and
 Management of the Fund for further information regarding the
 Manager and the fees payable under the Fund's Investment
 Management Agreement. 
 
 Purchase Price
      Shares of the Class offered by this Prospectus are
 available at net asset value, without a front-end or contingent
 deferred sales charge and are not subject to distribution fees
 under a Rule 12b-1 distribution plan.  
 
 Redemption and Exchange
      Shares of the Class are redeemed or exchanged at the net
 asset value calculated after receipt of the redemption or
 exchange request.  See Redemption and Exchange.
 
 Open-End Investment Company
      Global Funds, Inc. is an open-end, registered management
 investment company.  The Fund operates as a diversified fund as
 defined under the 1940 Act.  Global Funds, Inc. was organized
 as a Maryland corporation on May 30, 1991.  See Shares under
 Management of the Fund.
 
 SUMMARY OF EXPENSES
 
                                              International 
                                              Small Cap Fund
 Shareholder Transaction Expenses            Institutional Class
 
 Maximum Sales Charge Imposed on Purchases 
 (as a percentage of offering price)                None
 
 Maximum Sales Charge Imposed on 
 Reinvested Dividends (as a percentage 
 of offering price)                                 None
 
 Exchange Fees                                      None*
 
 *Exchanges are subject to the requirements of each fund and a
 front-end sales charge may apply.
 
    
 Annual Operating Expenses                     International 
 (as a percentage of                            Small Cap Fund
 average daily net assets)                   Institutional Class
 
 Management Fees 
 (after voluntary waivers)                        0.00%**
 
 12b-1 Plan Expenses                              None
 
 Other Operating Expenses 
 (after voluntary payments)                       1.25%**
 
      Total Operating Expenses
      (after voluntary waivers 
       and payments)                             1.25%**
 
 _________________
 ** "Other Operating Expenses" and "Total Operation Expenses"
 for the Class are based on estimated amounts for the first
 full fiscal year of the Class, after giving effect to
 voluntary fee waiver and expense payments.  Delaware
 International has elected voluntarily to waive that portion,
 if any, of the annual management fees payable by the Fund
 and to pay certain expenses of the Fund to the extent
 necessary to ensure that the Total Operating Expenses of the
 Class do not exceed 1.25%, from the commencement of the
 public offering of the Class through May 31, 1998.  Absent
 the voluntary fee waiver and payments, it is estimated that
 for the first full year, the Total Operating Expenses (as a
 percentage of average daily net assets) would be 2.87%,
 reflecting management fees of 1.25%.
     
    For expense information about the Fund's A Class, B Class
 and C Class, see the separate prospectus relating to those
 classes.
 
    The following example illustrates the expenses that an
 investor would pay on a $1,000 investment over various time
 periods, assuming (1) a 5% annual rate of return and (2)
 redemption at the end of each time period.  The following
 example assumes the voluntary waiver of the management fee
 and/or other payments of expenses by the Manager as discussed
 in this Prospectus.
    
 
                                  1 year         3 years
  
 International Small Cap               $13            $40
 Fund Institutional Class
     
 This example should not be considered a representation of past
 or future expenses or performance.  Actual expenses may be
 greater or less than those shown.
 
    The purpose of the above tables is to assist the investor
 in understanding the various costs and expenses that an
 investor in the Class will bear directly or indirectly.
 
 
 INVESTMENT OBJECTIVE AND STRATEGIES
 
 SUITABILITY
    Investors considering the Fund should have a long-term
 investment time frame.
 
    The Fund cannot assure a specific rate of return or that
 principal will be protected.  The value of the Fund s shares
 can be expected to move up and down depending on market
 conditions.  Consequently, appreciation may be obtained in
 periods of generally rising markets, while in declining markets
 the value of the Fund's shares may decline.
 
    Investments in foreign securities, whether equity or
 fixed-income, involve special risks including those related to
 currency fluctuations, as well as to political, economic and
 social situations different from and potentially more volatile
 than those in the United States.  In addition, the accounting,
 tax and financial reporting standards of foreign countries are
 different from and may be less reliable or comprehensive than
 those relating to U.S. securities issuers.  See Special Risk
 Considerations for a complete discussion of the risk factors
 affecting any international investment.  For these reasons, the
 Fund is not suitable for short-term investors.  However,
 through the cautious selection and supervision of its
 portfolio, the Manager will strive to achieve the Fund's
 objective.
 
    The Fund may be suitable for investors with a long-term
 investment horizon (of at least three years) who are looking
 for long-term growth potential from a portfolio of
 international securities.  The Fund will invest primarily in
 equity securities of small non-U.S. companies in established or
 emerging countries.  Investors should be willing to accept the
 risks associated with foreign investing as well as with
 investments in growth-oriented or emerging issuers, some of
 which may be speculative and subject the Fund to additional
 investment risk.
 
                             * * *
 
    Ownership of shares of the Fund reduces the bookkeeping
 and administrative inconveniences that would be involved with
 direct purchases of the securities held in the Fund's
 portfolio.
 
    Investors should not consider a purchase of shares of the
 Fund as equivalent to a complete investment program.  The
 Delaware Group includes a family of funds, generally available
 through registered investment dealers, which may be used
 together to create a more complete investment program.
 
 INVESTMENT STRATEGY
    The investment objective of the Fund is to achieve long-
 term capital appreciation.  The Fund seeks to achieve its
 objective by investing primarily in equity securities of
 smaller non-U.S. companies, which may include companies located
 or operating in established or emerging countries.  The Fund is
 an international fund.  Under normal circumstances, at least
 65% of the Fund's total assets will be invested in equity
 securities of companies organized or having a majority of their
 assets in or deriving a majority of their operating income in
 at least three different countries outside of the United
 States.  The current market capitalization of the companies in
 which the Fund intends to invest primarily generally will be
 $1.5 billion or less (at the time of purchase).
 
    The equity securities in which the Fund may invest include
 common stocks, preferred stocks, rights or warrants to purchase
 common stocks and securities convertible into common stocks. 
 The Fund may also invest in foreign companies through sponsored
 or unsponsored American Depositary Receipts, European
 Depositary Receipts or Global Depositary Receipts ("Depositary
 Receipts"), which are receipts typically issued by a bank or
 trust company evidencing ownership of underlying securities
 issued by a foreign company.  By focusing on smaller, non-U.S.
 companies, the Fund seeks to identify equity securities of
 emerging and other growth-oriented companies which in the
 opinion of the Manager, are responsive to changes within their
 markets, and have the fundamental characteristics to support
 growth.  The Manager will seek to identify changing and
 dominant trends within the relevant markets, and will purchase
 securities of companies which it believes will benefit from
 these trends.  In addition, the Manager will consider the
 financial strength of the company, the nature of its
 management, and any developments affecting the company or its
 industry.  The Manager may invest in smaller capitalization
 companies that may be temporarily out of favor or overlooked by
 securities analysts and whose value, therefore, may not yet be
 fully recognized by the market.  See Special Risk
 Considerations - Small Company Investment Risks.
 
    While the Fund may purchase securities in any foreign
 country, developed and underdeveloped, or emerging market
 countries, it is currently anticipated that the countries in
 which the Fund may invest will include, but not be limited to,
 Canada, Germany, the United Kingdom, France, the Netherlands,
 Belgium, Spain, Switzerland, Japan, Australia, Hong Kong and
 Singapore/Malaysia as well as Indonesia, Korea, the
 Philippines, Taiwan and Thailand.  With respect to certain
 countries, investments by an investment company may only be
 made through investments in closed-end investment companies
 that in turn are authorized to invest in the securities of such
 countries.  See Investment Company Securities under Other
 Investment Policies and Risk Considerations.
 
    In selecting investments for the Fund, the Manager will
 employ a dividend discount analysis across country boundaries
 and will also use a purchasing power parity approach to
 identify currencies and markets that are overvalued or
 undervalued relative to the U.S. dollar.  The Manager uses the
 dividend discount analysis to compare the value of different
 investments.  Using this technique, the Manager looks at future
 anticipated dividends and discounts the value of those
 dividends back to what they would be worth if they were being
 paid today.  With a purchasing parity approach, the Manager
 attempts to identify the amount of goods and services that a
 dollar will buy in the United States and compare that to the
 amount of a foreign currency required to buy the same amount of
 goods and services in another country.  Eventually, currencies
 should trade at levels that should make it possible for the
 dollar to buy the same amount of goods and services overseas as
 in the United States.  When the dollar buys less, the foreign
 currency may be considered to be overvalued.  When the dollar
 buys more, the currency may be considered to be undervalued.  
 
    The Fund may invest in both open-end and listed or
 unlisted closed-end investment companies, as well as
 unregistered investment companies.  See Investment Company
 Securities under Other Investment Policies and Risk
 Considerations.  The Fund may also invest in convertible
 preferred stocks that offer enhanced yield features, such as
 Preferred Equity Redemption Cumulative Stock, and certain other
 non-traditional equity securities.
 
    The Fund may invest up to 15% of its net assets in fixed-
 income securities issued by emerging country companies, and
 foreign governments, their agencies, instrumentalities or
 political subdivisions, all of which may be high yield, high
 risk fixed-income securities rated lower than BBB by Standard &
 Poor's Ratings Group ("S&P")  and Baa by Moody's Investors
 Service, Inc. ("Moody's") or, if unrated, are considered by the
 Manager to be of equivalent quality and which present special
 investment risks.  The Fund may also invest in Brady Bonds. 
 See High Yield, High Risk Securities and Special Risk
 Considerations.
 
    For temporary defensive purposes, the Fund may invest all
 or a substantial portion of its assets in high quality debt
 instruments issued by foreign governments, their agencies,
 instrumentalities or political subdivisions, the U.S.
 government, its agencies or instrumentalities (and which are
 backed by the full faith and credit of the U.S. government), or
 issued by foreign or U.S. companies.  For example, the Fund may
 invest in U.S. fixed-income markets when the Manager believes
 that the global equity markets are excessively volatile or
 overvalued so that the Fund's objective cannot be achieved in
 such markets.  Any corporate debt obligations will be rated AA
 or better by S&P, or Aa or better by Moody's, or if unrated,
 will be determined to be of comparable quality by the Manager. 
 The Fund may also invest in the securities listed above pending
 investment of proceeds from new sales of Fund shares and to
 maintain sufficient cash to meet redemption requests.
 
 
 Restricted and Illiquid Securities
    The Fund may invest in restricted securities, including
 securities eligible for resale without registration pursuant to
 Rule 144A ("Rule 144A Securities") under the Securities Act of
 1933 (the "1933 Act").  Rule 144A permits many privately placed
 and legally restricted securities to be freely traded among
 certain institutional buyers, such as the Fund.  See Rule 144A
 Securities under Other Investment Policies and Risk
 Considerations.  The Fund may invest up to 15% of the value of
 its net assets in illiquid securities, which are securities
 which may not be disposed of within seven days at the price at
 which they are carried on the Fund's books.  In the event the
 Fund's percentage limitation is exceeded, whether due to
 changes in the market value of the Fund's illiquid holdings or
 because a particular security is deemed to have become
 illiquid, the Manager will take steps to remedy these
 circumstances in an orderly fashion.
 
 High Yield, High Risk Securities
    The Fund may invest up to 15% of its net assets in high
 yield, high risk foreign fixed-income securities, including so-
 called Brady Bonds.  See Foreign Government Securities Risks
 under Special Risk Considerations.  In the past, in the opinion
 of the Manager, the high yields from these bonds have more than
 compensated for their higher default rates.   There can be no
 assurance, however, that yields will continue to offset default
 rates on these bonds in the future.  The Manager intends to
 maintain an adequately diversified portfolio of these bonds. 
 While diversification can help to reduce the effect of an
 individual default on the Fund, there can be no assurance that
 diversification will protect the Fund from widespread bond
 defaults brought about by a sustained economic downturn.
 
    Medium- and low-grade bonds held by the Fund may be issued
 as a consequence of corporate restructurings, such as leveraged
 buy-outs, mergers, acquisitions, debt recapitalizations or
 similar events.  Also these bonds are often issued by smaller,
 less creditworthy companies or by highly leveraged (indebted)
 firms, which are generally less able than more financially
 stable firms to make scheduled payments of interest and
 principal.  The risks posed by bonds issued under such
 circumstances are substantial.
 
    The economy and interest rates may affect these high
 yield, high risk securities differently from other securities. 
 Prices have been found to be less sensitive to interest rate
 changes than higher rated investments, but more sensitive to
 adverse economic changes or individual corporate developments. 
 Also, during an economic downturn or a substantial period of
 rising interest rates, highly leveraged issuers may experience
 financial stress which would adversely affect their ability to
 service principal and interest payment obligations, to meet
 projected business goals and to obtain additional financing. 
 Changes by recognized rating agencies in their rating of any
 security and in the ability of an issuer to make payments of
 interest and principal will also ordinarily have a more
 dramatic effect on the values of these investments than on the
 values of higher-rated securities.  Such changes in value will
 not affect cash income derived from these securities, unless
 the issuers fail to pay interest or dividends when due.  Such
 changes will, however, affect the Fund's net asset value per
 share.
 
                             * * *
 
    The Fund may invest in securities issued in any currency
 and may hold foreign currency.  Securities of issuers within a
 given country may be denominated in the currency of another
 country or in multinational currency units such as the European
 Currency Unit ("ECU").  For purposes of the 1940 Act, the Fund
 will operate as a diversified fund. The Fund will not
 concentrate its investments in any particular industry, which
 means that the Fund will not invest 25% or more of its total
 assets in any one industry.
 
    The Fund's investment objective, Global Funds, Inc.'s
 designation as an open-end investment company, the Fund's
 designation as a diversified fund, and the Fund's policies
 concerning portfolio lending, borrowing and concentration are
 "fundamental" and may not be changed unless authorized by the
 vote of a majority of the Fund's outstanding voting securities. 
 A vote of a "majority of the outstanding voting securities" is
 the vote by the holders of the lesser of a) 67% or more of the
 Fund's voting securities present in person or represented by
 proxy if the holders of more than 50% of the outstanding voting
 securities of the Fund are present or represented by proxy; or
 b) more than 50% of the outstanding voting securities.  Part B
 lists other more specific investment restrictions of the Funds
 which may not be changed without a majority shareholder vote. 
 
    The investment policies of the Fund not identified above
 as "fundamental" may be changed by the Board of Directors of
 Global Funds, Inc. without a shareholder vote.  See Special
 Risk Considerations and Other Investment Policies and Risk
 Considerations.
 
 SPECIAL RISK CONSIDERATIONS
 
    Shareholders should understand that all investments
 involve risk and there can be no guarantee against loss
 resulting from an investment in the Fund, nor can there be any
 assurance that the Fund's investment objective will be
 attained.
 
    Foreign Securities Risks.  The Fund has the right to
 purchase securities in any developed, underdeveloped or
 emerging country. Investors should consider carefully the
 substantial risks involved in investing in securities issued by
 companies and governments of foreign nations.  These risks are
 in addition to the usual risks inherent in domestic
 investments.  There is the possibility of expropriation,
 nationalization or confiscatory taxation, taxation of income
 earned in foreign nations or other taxes imposed with respect
 to investments in foreign nations, foreign exchange control
 (which may include suspension of the ability to transfer
 currency from a given country), default in foreign government
 securities, political or social instability or diplomatic
 developments which could affect investments in securities of
 issuers in those nations.  
 
    In addition, in many countries, there is substantially
 less publicly available information about issuers than is
 available in reports about companies in the United States. 
 Foreign companies are not subject to uniform accounting,
 auditing and financial reporting standards, and auditing
 practices and requirements may not be comparable to those
 applicable to United States companies.  In particular, the
 assets and profits appearing on the financial statements of a
 developing or emerging country issuer may not reflect its
 financial position or results of operations in the way they
 would be reflected had the financial statements been prepared
 in accordance with United States generally accepted accounting
 principles.  Also, for an issuer that keeps accounting records
 in local currency, inflation accounting rules may require for
 both tax and accounting purposes, that certain assets and
 liabilities be restated on the issuer's balance sheet in order
 to express items in terms of currency or constant purchasing
 power.  Inflation accounting may indirectly generate losses or
 profits.  Consequently, financial data may be materially
 affected by restatements for inflation and may not accurately
 reflect the real condition of those issuers and securities
 markets.  
 
    Further, the Fund may encounter difficulty or be unable to
 pursue legal remedies and obtain judgments in foreign courts. 
 Commission rates on securities transactions in foreign
 countries, which are sometimes fixed rather than subject to
 negotiation as in the United States, are likely to be higher. 
 Further, the settlement period of securities transactions in
 foreign markets may be longer than in domestic markets, and may
 be subject to administrative uncertainties.  In many foreign
 countries, there is less government supervision and regulation
 of business and industry practices, stock exchanges, brokers
 and listed companies than in the United States, and capital
 requirements for brokerage firms are generally lower.  The
 foreign securities markets of many of the countries in which
 the Fund may invest may also be smaller, less liquid and
 subject to greater price volatility than those in the United
 States.
 
    Emerging Markets Securities Risks. Compared to the United
 States and other developed countries, emerging countries may
 have volatile social conditions, relatively unstable
 governments and political systems, economies based on only a
 few industries and economic structures that are less diverse
 and mature, and securities markets that trade a small number of
 securities, which can result in a low or nonexistent volume of
 trading.  Prices in these securities markets tend to be
 volatile and, in the past, securities in these countries have
 offered greater potential for gain (as well as loss) than
 securities of companies located in developed countries. Until
 recently, there has been an absence of a capital market
 structure or market-oriented economy in certain emerging
 countries.  Further, investments and opportunities for
 investments by foreign investors are subject to a variety of
 national policies and restrictions in many emerging countries. 
 These restrictions may take the form of prior governmental
 approval, limits on the amount or type of securities held by
 foreigners, limits on the types of companies in which
 foreigners may invest and prohibitions on foreign investments
 in issuers or industries deemed sensitive to national
 interests.  Additional restrictions may be imposed at any time
 by these or other countries in which the Fund invests.  Also,
 the repatriation of both investment income and capital from
 several foreign countries is restricted and controlled under
 certain regulations, including, in some cases, the need for
 certain governmental consents.  Although these restrictions may
 in the future make it undesirable to invest in emerging
 countries, the Manager does not believe that any current
 repatriation restrictions would affect its decision to invest
 in such countries.  Countries such as those in which the Fund
 may invest have historically experienced and may continue to
 experience, substantial, and in some periods extremely high
 rates of inflation for many years, high interest rates,
 exchange rate fluctuations or currency depreciation, large
 amounts of external debt, balance of payments and trade
 difficulties and extreme poverty and unemployment.  Other
 factors which may influence the ability or willingness to
 service debt include, but are not limited to, a country's cash
 flow situation, the availability of sufficient foreign exchange
 on the date a payment is due, the relative size of its debt
 service burden to the economy as a whole, its government's
 policy towards the International Monetary Fund, the World Bank
 and other international agencies and the political constraints
 to which a government debtor may be subject. 
 
    Foreign Government Securities Risks.  With respect to
 investment in debt issues of foreign governments, the ability
 of a foreign government or government-related issuer to make
 timely and ultimate payments on its external debt obligations
 will also be strongly influenced by the issuer's balance of
 payments, including export performance, its access to
 international credits and investments, fluctuations in interest
 rates and the extent of its foreign reserves.  A country whose
 exports are concentrated in a few commodities or whose economy
 depends on certain strategic imports could be vulnerable to
 fluctuations in international prices of these commodities or
 imports.  To the extent that a country receives payment for its
 exports in currencies other than dollars, its ability to make
 debt payments denominated in dollars could be adversely
 affected.  If a foreign government or government-related issuer
 cannot generate sufficient earnings from foreign trade to
 service its external debt, it may need to depend on continuing
 loans and aid from foreign governments, commercial banks and
 multilateral organizations, and inflows of foreign investment. 
 The commitment on the part of these foreign governments,
 multilateral organizations and others to make such
 disbursements may be conditioned on the government's
 implementation of economic reforms and/or economic performance
 and the timely service of its obligations.  Failure to
 implement such reforms, achieve such levels of economic
 performance or repay principal or interest when due may curtail
 the willingness of such third parties to lend funds, which may
 further impair the issuer's ability or willingness to service
 its debts in a timely manner.  The cost of servicing external
 debt will also generally be adversely affected by rising
 international interest rates because many external debt
 obligations bear interest at rates which are adjusted based
 upon international interest rates.  The ability to service
 external debt will also depend on the level of the relevant
 government's international currency reserves and its access to
 foreign exchange.  Currency devaluations may affect the ability
 of a government issuer to obtain sufficient foreign exchange to
 service its external debt.
 
    As a result of the foregoing, a foreign governmental
 issuer may default on its obligations.  If such a default
 occurs, the Fund may have limited effective legal recourse
 against the issuer and/or guarantor.  Remedies must, in some
 cases, be pursued in the courts of the defaulting party itself,
 and the ability of the holder of foreign government and
 government-related debt securities to obtain recourse may be
 subject to the political climate in the relevant country.  In
 addition, no assurance can be given that the holders of
 commercial bank debt will not contest payments to the holders
 of other foreign government and government-related debt
 obligations in the event of default under their commercial bank
 loan agreements.
 
    Among the foreign government and government related
 issuers in which the Fund may invest are certain high-yield
 securities, including so-called Brady Bonds.  The issuers of
 the foreign government and government-related high yield
 securities, including Brady Bonds, in which the Fund expect to
 invest have in the past experienced substantial difficulties in
 servicing their external debt obligations, which have led to
 defaults on certain obligations and the restructuring of
 certain indebtedness.  Restructuring arrangements have
 included, among other things, reducing and rescheduling
 interest and principal payments by negotiating new or amended
 credit agreements or converting outstanding principal and
 unpaid interest to Brady Bonds, and obtaining new credit to
 finance interest payments.  Holders of certain foreign
 government and government-related high yield securities may be
 requested to participate in the restructuring of such
 obligations and to extend further loans to their issuers. 
 There can be no assurance that the Brady Bonds and other
 foreign government and government-related high yield securities
 in which the Fund may invest will not be subject to similar
 defaults or restructuring arrangements which may adversely
 affect the value of such investments.  Furthermore, certain
 participants in the secondary market for such debt may be
 directly involved in negotiating the terms of these
 arrangements and may therefore have access to information not
 available to other market participants.
 
    Brady Bonds are debt securities issued under the framework
 of the Brady Plan, an initiative announced by former U.S.
 Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for
 debtor nations to restructure their outstanding external
 indebtedness (generally, commercial bank debt).  In
 restructuring its external debt under the Brady Plan framework,
 a debtor nation negotiates with its existing bank lenders as
 well as multilateral institutions such as the World Bank and
 the International Monetary Fund.  The Brady Plan framework, as
 it has developed, contemplates the exchange of commercial bank
 debt for new issued bonds (Brady Bonds).  The investment
 advisers believe that economic reforms undertaken by countries
 in connection with the issuance of Brady Bonds make the debt of
 countries which have issued or have announced plans to issue
 Brady Bonds an attractive opportunity for investment. 
 Investors, however, should recognize that the Brady Plan only
 sets forth general guiding principles for economic reform and
 debt reduction, emphasizing that solutions must be negotiated
 on a case-by-case basis between debtor nations and their
 creditors.  In addition, Brady Bonds have been issued only
 recently and, accordingly, do not have a long payment history.  
 
    Small Company Investment Risks.  Investments in common
 stocks in general are subject to market, economic and business
 risks that will cause their price to fluctuate over time.  The
 securities of companies with smaller revenues and
 capitalizations in which the Fund may invest may offer greater
 opportunity for capital appreciation than larger companies, but
 investment in such companies presents greater risks than
 securities of larger, more established companies. 
 Historically, smaller capitalization stocks have been more
 volatile in price than larger capitalization stocks.  Among the
 reasons for the greater price volatility of these securities
 are the lower degree of liquidity in the markets for such
 stocks, and the potentially greater sensitivity of such small
 companies to changes in or failure of management, and in many
 other changes in competitive, business, industry and economic
 conditions, including risks associated with limited production,
 markets, management depth, or financial resources.  Investors
 should therefore expect that the value of the Fund's shares
 will be more volatile than the shares of a fund that invests in
 larger capitalization stocks. 
 
    Risks Related to Additional Investment Techniques.  With
 respect to forward foreign currency contracts, the precise
 matching of forward contract amounts and the value of the
 securities involved is generally not possible since the future
 value of such securities in foreign currencies will change as a
 consequence of market movements in the value of those
 securities between the date the forward contract is entered
 into and the date it matures.  The projection of short-term
 currency strategy is highly uncertain.
 
    It is impossible to forecast the market value of portfolio
 securities at the expiration of the contract.  Accordingly, it
 may be necessary for the Fund to purchase additional foreign
 currency on the spot market (and bear the expense of such
 purchase) if the market value of the security is less than the
 amount of foreign currency the Fund is obligated to deliver
 (and if a decision is made to sell the security and make
 delivery of the foreign currency).  Conversely, it may be
 necessary to sell on the spot market some of the foreign
 currency received upon the sale of the portfolio security if
 its market value exceeds the amount of foreign currency the
 Fund is obligated to deliver.
 
    The Fund may invest up to 15% of its net assets in high
 yield, high risk foreign fixed-income securities.  These
 securities are rated lower than BBB by S&P and Baa by Moody's
 or, if unrated, are considered by the Manager to be of
 equivalent quality.  See Investment Objective and Strategies
 and High Yield, High Risk Securities.  The Fund will not
 purchase securities rated lower than C by S&P or Ca by Moody's,
 or, if unrated, considered to be of an equivalent quality to
 such ratings by the Manager.  See Appendix A - Ratings to this
 Prospectus for more rating information.  Fixed-income
 securities of this type are considered to be of poor standing
 and predominantly speculative.  Such securities are subject to
 a substantial degree of credit risk.
 
    For additional information about the Fund's investment
 policies and certain risks associated with investments in
 certain types of securities including purchasing put and call
 options, futures contracts and options thereon, and options on
 foreign currencies, see Other Investment Policies and Risk
 Considerations.  Part B provides more information concerning
 the Fund's investment policies, restrictions and risk factors.
 
 
 CLASSES OF SHARES
 
    The Distributor serves as the national distributor for the
 Fund.  Shares of the Class may be purchased directly by
 contacting the Fund or its agent or through authorized
 investment dealers.  All purchases of shares of the Class are
 at net asset value.  There is no front-end or contingent
 deferred sales charge.
 
    Investment instructions given on behalf of participants in
 an employer-sponsored retirement plan are made in accordance
 with directions provided by the employer.  Employees
 considering purchasing shares of the Class as part of their
 retirement program should contact their employer for details.
 
    Shares of the Class are available for purchase only by: 
 (a) retirement plans introduced by persons not associated with
 brokers or dealers that are primarily engaged in the retail
 securities business and rollover individual retirement accounts
 from such plans; (b) tax-exempt employee benefit plans of the
 Manager or its affiliates and securities dealer firms with a
 selling agreement with the Distributor; (c) institutional
 advisory accounts of the Manager or its affiliates and those
 having client relationships with Delaware Investment Advisers,
 a division of the Manager, or its affiliates and their
 corporate sponsors, as well as subsidiaries and related
 employee benefit plans and rollover individual retirement
 accounts from such institutional advisory accounts;  (d) a
 bank, trust company and similar financial institution investing
 for its own account or for the account of its trust customers
 for whom such financial institution is exercising investment
 discretion in purchasing shares of the Class, except where the
 investment is part of a program that requires payment to the
 financial institution of a Rule 12b-1 Plan fee; and (e)
 registered investment advisers investing on behalf of clients
 that consist solely of institutions and high net-worth
 individuals having at least $1,000,000 entrusted to the adviser
 for investment purposes, but only if the adviser is not
 affiliated or associated with a broker or dealer and derives
 compensation for its services exclusively from its clients for
 such advisory services.
 
 International Small Cap Fund A Class, International Small Cap
 Fund B Class and International Small Cap Fund C Class
    
    In addition to offering International Small Cap Fund
 Institutional Class, the Fund also offers International Small
 Cap Fund A Class, International Small Cap Fund B Class and
 International Small Cap Fund C Class, which are described in a
 separate prospectus.  Shares of International Small Cap Fund A
 Class, International Small Cap Fund B Class and International
 Small Cap Fund C Class may be purchased through authorized
 investment dealers or directly by contacting the Fund or its
 Distributor.  The International Small Cap Fund A Class carries
 a front-end sales charge and, absent any applicable fee waiver,
 has annual 12b-1 expenses equal to a maximum of 0.30%.  The
 maximum front-end sales charge as a percentage of the offering
 price is 4.75% and is reduced on certain transactions of
 $100,000 or more.  The International Small Cap Fund B Class and
 International Small Cap Fund C Class have no front-end sales
 charge but, absent any applicable fee waiver, are subject to
 annual 12b-1 expenses equal to a maximum of 1%.  Shares of
 International Small Cap Fund B Class and International Small
 Cap Fund C Class and certain shares of International Small Cap
 Fund A Class may be subject to a contingent deferred sales
 charge upon redemption.  To obtain a prospectus relating to
 such classes, contact the Distributor by writing to the address
 or by calling the phone numbers listed on page 1 of this
 Prospectus.
     
 HOW TO BUY SHARES
    The Fund makes it easy to invest by mail, by wire, by
 exchange and by arrangement with your investment dealer.  In
 all instances, investors must qualify to purchase shares of the
 Class.
 
 Investing Directly by Mail
 1. Initial Purchases--An Investment Application, or in the
 case of a retirement account, an appropriate retirement plan
 application, must be completed, signed and sent with a check
 payable to International Small Cap Fund Institutional Class, to
 Delaware Group at 1818 Market Street, Philadelphia, PA 19103.
 
 2. Subsequent Purchases--Additional purchases may be made at
 any time by mailing a check payable to International Small Cap
 Fund Institutional Class.  Your check should be identified with
 your name(s) and account number.
 
 Investing Directly by Wire
    You may purchase shares by requesting your bank to
 transmit funds by wire to CoreStates Bank, N.A., ABA
 #031000011, account number 1412893401 (include your name(s) and
 your account number).
 
 1. Initial Purchases--Before you invest, telephone the Fund's
 Client Services Department at 800-828-5052 to get an account
 number.  If you do not call first, it may delay processing your
 investment.  In addition, you must promptly send your
 Investment Application, or in the case of a retirement account,
 an appropriate retirement plan application, to International
 Small Cap Fund Institutional Class, to Delaware Group at 1818
 Market Street, Philadelphia, PA 19103.
 
 2. Subsequent Purchases--You may make additional investments
 anytime by wiring funds to CoreStates Bank, N.A., as described
 above.  You must advise your Client Services Representative by
 telephone at 800-828-5052 prior to sending your wire.
 
 Investing by Exchange
    If you have an investment in another mutual fund in the
 Delaware Group and you qualify to purchase shares of the Class,
 you may write and authorize an exchange of part or all of your
 investment into the Fund.  However, shares of International
 Small Cap Fund B Class and International Small Cap Fund C Class
 and Class B Shares and Class C Shares of the other funds in the
 Delaware Group offering such a class of shares may not be
 exchanged into the Class.  If you wish to open an account by
 exchange, call your Client Services Representative at 800-828-
 5052 for more information.  See Redemption and Exchange for
 more complete information concerning your exchange privileges.
 
 Investing through Your Investment Dealer
    You can make a purchase of Fund shares through most
 investment dealers who, as part of the service they provide,
 must transmit orders promptly.  They may charge for this
 service.
 
 Purchase Price and Effective Date
    The purchase price (net asset value) is determined as of
 the close of regular trading on the New York Stock Exchange
 (ordinarily, 4 p.m., Eastern time) on days when the Exchange is
 open.
    
    The effective date of a purchase is the date the order is
 received by the Fund, its agent or designee.  The effective
 date of a direct purchase is the day your wire, electronic
 transfer or check is received, unless it is received after the
 time the share price is determined, as noted above.  Purchase
 orders received after such time will be effective the next
 business day.
     
 The Conditions of Your Purchase
    The Fund reserves the right to reject any purchase order. 
 If a purchase is canceled because your check is returned
 unpaid, you are responsible for any loss incurred.  The Fund
 can redeem shares from your account(s) to reimburse itself for
 any loss, and you may be restricted from making future
 purchases in any of the funds in the Delaware Group.  The Fund
 reserves the right to reject purchase orders paid by third-
 party checks or checks that are not drawn on a domestic branch
 of a United States financial institution.  If a check drawn on
 a foreign financial institution is accepted, you may be subject
 to additional bank charges for clearance and currency
 conversion.
 
    The Fund also reserves the right, upon 60 days' written
 notice, to involuntarily redeem accounts that remain under $250
 as a result of redemptions.
 
 REDEMPTION AND EXCHANGE
 
    Redemption and exchange requests made on behalf of
 participants in an employer-sponsored retirement plan are made
 in accordance with directions provided by the employer. 
 Employees should therefore contact their employer for details.
 
    Your shares will be redeemed or exchanged based on the net
 asset value next determined after the Fund receives your
 request in good order.  For example, redemption or exchange
 requests received in good order after the time the net asset
 value of shares is determined will be processed on the next
 business day.  See Purchase Price and Effective Date under How
 to Buy Shares.  Except as otherwise noted below, for a
 redemption request to be in "good order," you must provide your
 account number, account registration, and the total number of
 shares or dollar amount of the transaction.  With regard to
 exchanges, you must also provide the name of the fund in which
 you want to invest the proceeds.  Exchange instructions and
 redemption requests must be signed by the record owner(s)
 exactly as the shares are registered.  You may request a
 redemption or an exchange by calling the Fund at 800-828-5052. 
 Redemption proceeds will be distributed promptly, as described
 below, but not later than seven days after receipt of a
 redemption request.
 
    All exchanges involve a purchase of shares of the fund
 into which the exchange is made.  As with any purchase, an
 investor should obtain and carefully read that fund's
 prospectus before buying shares in an exchange.  The prospectus
 contains more complete information about the fund, including
 charges and expenses.
 
    The Fund will process written and telephone redemption
 requests to the extent that the purchase orders for the shares
 being redeemed have already settled.  The Fund will honor
 redemption requests as to shares for which a check was tendered
 as payment, but the Fund will not mail or wire the proceeds
 until it is reasonably satisfied that the check has cleared,
 which may take up to 15 days from the purchase date.  You can
 avoid this potential delay if you purchase shares by wiring
 Federal Funds.  The Fund reserves the right to reject a written
 or telephone redemption request or delay payment of redemption
 proceeds if there has been a recent change to the shareholder's
 address of record.
 
    Shares of the Class may be exchanged into any other
 Delaware Group mutual fund, provided:  (1) the investment
 satisfies the eligibility and other requirements set forth in
 the prospectus of the fund being acquired, including the
 payment of any applicable front-end sales charge; and (2) the
 shares of the fund being acquired are in a state where that
 fund is registered.  If exchanges are made into other shares
 that are eligible for purchase only by those permitted to
 purchase shares of the Class, such shares will be exchanged at
 net asset value.  Shares of the Class may not be exchanged into
 Class B Shares or Class C Shares of the funds in the Delaware
 Group.  The Fund may suspend, terminate or amend the terms of
 the exchange privilege upon 60 days' written notice to
 shareholders.
 
    Various redemption and exchange methods are outlined
 below.  No fee is charged by the Fund or the Distributor for
 redeeming or exchanging your shares, although in the case of an
 exchange, a sales charge may apply.  You may also have your
 investment dealer arrange to have your shares redeemed or
 exchanged.  Your investment dealer may charge for this service.
 
    All authorizations given by shareholders, including
 selection of any of the features described below, shall
 continue in effect until such time as a written revocation or
 modification has been received by the Fund or its agent.
 
 Written Redemption and Exchange
    You can write to the Fund at 1818 Market Street,
 Philadelphia, PA 19103 to redeem some or all of your shares or
 to request an exchange of any or all of your shares into
 another mutual fund in the Delaware Group, subject to the same
 conditions and limitations as other exchanges noted above.  The
 request must be signed by all owners of the account or your
 investment dealer of record.
 
    For redemptions of more than $50,000, or when the proceeds
 are not sent to the shareholder(s) at the address of record,
 the Fund requires a signature by all owners of the account and
 may require a signature guarantee.  Each signature guarantee
 must be supplied by an eligible guarantor institution.  The
 Fund reserves the right to reject a signature guarantee
 supplied by an eligible institution based on its
 creditworthiness.  The Fund may require further documentation
 from corporations, executors, retirement plans, administrators,
 trustees or guardians.
 
    Payment is normally mailed the next business day after
 receipt of your redemption request.  Certificates are issued
 for shares only if you submit a specific request.  If your
 shares are in certificate form, the certificate(s) must
 accompany your request and also be in good order.
 
    You also may submit your written request for redemption or
 exchange by facsimile transmission at the following number: 
 215-255-8864.
 
 Telephone Redemption and Exchange
    To get the added convenience of the telephone redemption
 and exchange methods, you must have the Transfer Agent hold
 your shares (without charge) for you.  If you choose to have
 your shares in certificate form, you may redeem or exchange
 only by written request and you must return your certificates.
 
    The Telephone Redemption--Check to Your Address of Record
 service and the Telephone Exchange service, both of which are
 described below, are automatically provided unless you notify
 the Fund in writing that you do not wish to have such services
 available with respect to your account.  The Fund reserves the
 right to modify, terminate or suspend these procedures upon 60
 days' written notice to shareholders.  It may be difficult to
 reach the Fund by telephone during periods when market or
 economic conditions lead to an unusually large volume of
 telephone requests.
 
    Neither the Fund nor its Transfer Agent is responsible for
 any shareholder loss incurred in acting upon written or
 telephone instructions for redemption or exchange of Fund
 shares which are reasonably believed to be genuine.  With
 respect to such telephone transactions, the Fund will follow
 reasonable procedures to confirm that instructions communicated
 by telephone are genuine (including verification of a form of
 personal identification) as, if it does not, the Fund or the
 Transfer Agent may be liable for any losses due to unauthorized
 or fraudulent transactions.  A written confirmation will be
 provided for all purchase, exchange and redemption transactions
 initiated by telephone.  By exchanging shares by telephone, you
 are acknowledging prior receipt of a prospectus for the fund
 into which your shares are being exchanged.
 
 Telephone Redemption--Check to Your Address of Record
    You or your investment dealer of record can have
 redemption proceeds of $50,000 or less mailed to you at your
 record address.  Checks will be payable to the shareholder(s)
 of record.  Payment is normally mailed the next business day
 after receipt of the redemption request.  
 
 Telephone Redemption--Proceeds to Your Bank
    Redemption proceeds of $1,000 or more can be transferred
 to your predesignated bank account by wire or by check.  You
 should authorize this service when you open your account.  If
 you change your predesignated bank account, you must submit a
 written authorization and you may need to have your signature
 guaranteed.  For your protection, your authorization must be on
 file.  If you request a wire, your funds will normally be sent
 the next business day.  If you ask for a check, it will
 normally be mailed the next business day after receipt of your
 redemption request to your predesignated bank account.  There
 are no fees for this redemption method, but the mail time may
 delay getting funds into your bank account.  Simply call your
 Client Services Representative prior to the time the net asset
 value is determined, as noted above.
 
 Telephone Exchange
    You or your investment dealer of record can exchange
 shares into any fund in the Delaware Group under the same
 registration.  As with the written exchange service, telephone
 exchanges are subject to the same conditions and limitations as
 other exchanges noted above.  Telephone exchanges may be
 subject to limitations as to amounts or frequency.
 
 
 DIVIDENDS AND DISTRIBUTIONS
 
    Global Funds, Inc. declares a dividend on each Fund to all
 shareholders of record of the Class of the Fund at the time the
 offering price of shares is determined.  See Purchase Price and
 Effective Date under How to Buy Shares.  Thus, when redeeming
 shares, dividends continue to be credited up to and including
 the date of redemption.
    
    The Fund will normally declare and make payments from net
 investment income on an annual basis.  Payments from net
 realized securities profits of the Fund, if any, will be made
 in the quarter following the close of the fiscal year.  Both
 dividends and distributions, if any, are automatically
 reinvested in your account at net asset value.
 
    In addition to the dividends from net investment income
 and distributions from realized securities profits that the
 Fund may declare and make, as noted above, in order to satisfy
 certain distribution requirements of the Tax Reform Act of
 1986, the Fund may declare special year-end dividend and
 capital gains distributions during October, November or
 December to shareholders of record on a date in such month. 
 Such distributions, if received by shareholders by January 31,
 are deemed to have been paid by the Fund and received by
 shareholders on the earlier of the date paid or December 31 of
 the prior year.  
 
    Each class of the Fund will share proportionately in the
 investment income and expenses of the Fund, except that the
 Class will not incur any distribution fee under Global Funds,
 Inc.'s 12b-1 Plans which apply to Class A Shares, Class B
 Shares and Class C Shares.
 
 
 
 TAXES
 
    The tax discussion set forth below is included for general
 information only.  Investors should consult their own tax
 advisers concerning the federal, state, local or foreign tax
 consequences of an investment in the Fund.
    
    On August 5, 1997, President Clinton signed into law the
 Taxpayer Relief Act of 1997 (the "1997 Act").  This new law
 makes sweeping changes in the Internal Revenue Code (the
 "Code").  Because many of these changes are complex, and only
 indirectly affect the Fund and its distributions to you, they
 are discussed in Part B.  Changes in the treatment of capital
 gains, however, are discussed in this section.
 
    The Fund intends to qualify as a regulated investment
 company under Subchapter M of the Code.  As such, the Fund will
 not be subject to federal income tax, or to any excise tax, to
 the extent its earnings are distributed as provided in the Code
 and it satisfies certain other requirements relating to the
 sources of its income and diversification of its assets.
     
    The Fund intends to distribute substantially all of its
 net investment income and net capital gains, if any.  Dividends
 from net investment income or net short-term capital gains will
 be taxable to those investors who are subject to income taxes
 as ordinary income, whether received in cash or in additional
 shares.  It is expected that either none or only a nominal
 portion of the Fund's dividends will be eligible for the
 dividends-received deductions for corporations.  The portion of
 dividends paid by the Fund that so qualifies will be designated
 each year in a notice from the Fund to the Fund's shareholders.
 
    Distributions paid by the Fund from long-term capital
 gains, whether received in cash or in additional shares, are
 taxable to those investors who are subject to income taxes as
 long-term capital gains, regardless of the length of time an
 investor has owned shares in the Fund.  The Fund does not seek
 to realize any particular amount of capital gains during a
 year; rather, realized gains are a by-product of Fund
 management activities.  Consequently, capital gains
 distributions may be expected to vary considerably from year to
 year.  Also, for those investors subject to tax, if purchases
 of shares in the Fund are made shortly before the record date
 for a dividend or capital gains distribution, a portion of the
 investment will be returned as a taxable distribution.
    
 The Treatment of Capital Gain Distributions under the Taxpayer
 Relief Act of 1997
    The 1997 Act creates a category of long-term capital gain
 for individuals that will be taxed at new lower tax rates.  For
 investors who are in the 28% or higher federal income tax
 brackets, these gains will be taxed at a maximum of 20%.  For
 investors who are in the 15% federal income tax bracket, these
 gains will be taxed at a maximum of 10%.  Capital gain
 distributions will qualify for these new maximum tax rates,
 depending on when the Fund's securities were sold and how long
 they were held by the Fund before they were sold.  Investors
 who want more information on holding periods and other
 qualifying rules relating to these new rates should review the
 expanded discussion in Part B, or should contact their own tax
 advisers.
 
    Global Funds, Inc. will advise you in its annual
 information reporting at calendar year end of the amount of its
 capital gain distributions which will qualify for these maximum
 federal tax rates.
 
    Although dividends generally will be treated as
 distributed when paid, dividends which are declared in October,
 November or December to shareholders of record on a specified
 date in one of those months, but which, for operational
 reasons, may not be paid to the shareholder until the following
 January, will be treated for tax purposes as if paid by the
 Fund and received by the shareholder on December 31 of the
 calendar year in which they are declared.
     
    The sale of shares of the Fund is a taxable event and may
 result in a capital gain or loss to shareholders subject to
 tax.  Capital gain or loss may be realized from an ordinary
 redemption of shares or an exchange of shares between the Fund
 any other fund in the Delaware Group.  
 
    The Fund may be subject to foreign withholding taxes on
 income from certain of its foreign securities.  If more than
 50% in value of the total assets of the Fund at the end of its
 fiscal year are invested in securities of foreign corporations,
 the Fund may elect to pass-through to its shareholders a pro-
 rata share of foreign income taxes paid by the Fund.  If this
 election is made, shareholders will be (i) required to include
 in their gross income their pro-rata share of foreign source
 income (including any foreign taxes paid by the Fund), and (ii)
 entitled to either deduct (as an itemized deduction in the case
 of individuals) their share of such foreign taxes in computing
 their taxable income or to claim a credit for such taxes
 against their U.S. income tax, subject to certain limitations
 under the Code.  Shareholders will be informed by the Fund at
 the end of each calendar year regarding the availability of any
 credits on and the amount of foreign source income to be
 included in their income tax returns.
    
    In addition to the federal taxes described above,
 shareholders may or may not be subject to various state and
 local taxes.  For example, distributions of interest income and
 capital gains realized from certain types of U.S. government
 securities may be exempt from state personal income taxes. 
 Because investors' state and local taxes may be different than
 the federal taxes described above, investors should consult
 their own tax advisers.
     
    Each year, Global Funds, Inc. will mail to you information
 on the tax status of the Fund's dividends and distributions. 
 Shareholders will also receive each year information as to the
 portion of dividend income that is derived from U.S. government
 securities that are exempt from state income tax.  Of course,
 shareholders who are not subject to tax on their income would
 not be required to pay tax on amounts distributed to them by
 the Fund.
 
    Global Funds, Inc. is required to withhold 31% of taxable
 dividends, capital gains distributions, and redemptions paid to
 shareholders who have not complied with IRS taxpayer
 identification regulations.  You may avoid this withholding
 requirement by certifying on your Investment Application your
 proper Taxpayer Identification Number and by certifying that
 you are not subject to backup withholding.
 
    See Accounting and Tax Issues and Taxes in Part B for
 additional information on tax matters relating to the Fund and
 its shareholders.
 
 CALCULATION OF NET ASSET VALUE PER SHARE
 
    The purchase and redemption price of Class shares is the
 net asset value ("NAV") per share of Class shares next computed
 after the order is received.  The NAV is computed as of the
 close of regular trading on the New York Stock Exchange
 (ordinarily, 4 p.m., Eastern time) on days when the Exchange is
 open.
 
    The NAV per share is computed by adding the value of all
 securities and other assets in the Fund's portfolio, deducting
 any liabilities of the Fund (expenses and fees are accrued
 daily) and dividing by the number of the Fund's shares
 outstanding.  Portfolio securities for which market quotations
 are available are priced at market value.  Debt securities are
 priced at fair value by an independent pricing service using
 methods approved by Global Funds, Inc.'s Board of Directors. 
 Short-term investments having a maturity of less than 60 days
 are valued at amortized cost, which approximates market value. 
 All other securities are valued at their fair value as
 determined in good faith and in a method approved by Global
 Funds, Inc.'s Board of Directors.
 
    The Fund's portfolio securities, from time to time, may be
 listed primarily on foreign exchanges which trade on days when
 the New York Stock Exchange is closed (such as Saturday). As a
 result, the net asset value of the Fund may be significantly
 affected by such trading on days when shareholders have no
 access to the Fund.
 
    The net asset values of all outstanding shares of each
 class of the Fund will be computed on a pro-rata basis for each
 outstanding share based on the proportionate participation in
 the Fund represented by the value of shares of that class.  All
 income earned and expenses incurred by the Fund will be borne
 on a pro-rata basis by each outstanding share of a class, based
 on each class' percentage in the Fund represented by the value
 of shares of such classes, except that the Class will not incur
 any of the expenses under the Fund's 12b-1 Plans and Class A,
 Class B and Class C Shares of the Fund alone will bear the 12b-
 1 Plan expenses payable under their respective 12b-1 Plans. 
 Due to the specific distribution expenses and other costs that
 will be allocable to each class, the net asset value of each
 class of the Fund will vary.
 
 MANAGEMENT OF THE FUND
 
 Directors
    The business and affairs of Global Funds, Inc. are managed
 under the direction of its Board of Directors.  Part B contains
 additional information regarding Global Funds, Inc.'s directors
 and officers.
 
 Investment Manager and Sub-Adviser
    
    The Manager furnishes investment management services to
 the Fund.  The Manager has offices located at 80 Cheapside,
 Third Floor, London, England EC2V 6EE.
 
    Delaware Management Company, Inc. ("Delaware") and its
 predecessors have been managing the funds in the Delaware Group
 since 1938.   On October 30, 1997, Delaware and its affiliates
 in the Delaware Group, including the Manager, were managing in
 the aggregate more than $38 billion in assets in the various
 institutional or separately managed (approximately
 $22,496,609,000) and investment company (approximately
 $16,012,252,000) accounts.
     
    Delaware is an indirect, wholly owned subsidiary of
 Delaware Management Holdings, Inc. ("DMH").  The Manager is
 also controlled by DMH through several subsidiaries.  On April
 3, 1995, a merger between DMH and a wholly owned subsidiary of
 Lincoln National Corporation ("Lincoln National") was
 completed.  DMH, Delaware and the Manager are now indirect,
 wholly owned subsidiaries, and subject to the ultimate control,
 of Lincoln National.  Lincoln National, with headquarters in
 Fort Wayne, Indiana, is a diversified organization with
 operations in many aspects of the financial services industry,
 including insurance and investment management.  
 
    The Manager manages the Fund's investments and for its
 services, the Manager is paid an annual fee equal to 1.25% of
 the average daily net assets of the Fund.
    
    The Manager has elected voluntarily to waive that portion,
 if any, of the annual management fees payable by the and to pay
 expenses of the Fund to the extent necessary to ensure that the
 Total Operating Expenses (exclusive of taxes, interest,
 brokerage commissions and extraordinary expenses) of Class A
 Shares, Class B Shares and Class C Shares do not exceed 1.25%
 through May 31, 1998.  
     
 
    The investment management fees paid to the Manager, while
 higher than the advisory fees paid by other mutual funds in
 general, are comparable to fees paid by other mutual funds with
 similar objectives and policies.
 
    Clive A. Gillmore and Timothy W. Sanderson have primary
 responsibility for making day-to-day investment decisions for
 the Fund and have co-managed the Fund since its inception.   A
 graduate of the University of Warwick and having begun his
 career at Legal and General Investment Management, Mr. Gillmore
 joined the Delaware Group in 1990 after eight years of
 investment experience.  His most recent position prior to
 joining the Delaware Group was as a Pacific Basin equity
 analyst and senior portfolio manager for Hill Samuel Investment
 Advisers Ltd.  Mr. Gillmore completed the London Business
 School Investment program.  Mr. Sanderson began his investment
 career in 1979 with Hill Samuel Investment Management Group. 
 Prior to joining Delaware International Advisers Ltd. in 1990
 as Senior Portfolio Manager and Director, he was an analyst and
 senior portfolio manager for Hill Samuel where, since 1987, he
 had responsibility for Pacific Basin research and the
 management of international institutional portfolios.
 
     In making investment decisions for the Fund, Mr. Gillmore
 and Mr. Sanderson regularly consult with Fiona A. Barwick.  Ms.
 Barwick, a portfolio manager, joined the Delaware Group in 1993
 to cover the Pacific Basin markets.  Prior to this, she spent
 three years at Touche Remnant & Co. in London as an assistant
 portfolio manager and research analyst.  She is a graduate of
 University College, London.
 
 Portfolio Trading Practices
    The Fund normally will not invest for short-term trading
 purposes. However, the Fund may sell securities without regard
 to the length of time they have been held.  The degree of
 portfolio activity will affect brokerage costs of the Fund and
 may affect taxes payable by the Fund's shareholders to the
 extent that net capital gains are realized. Given the Fund's
 investment objective, it is anticipated that the portfolio
 turnover rate of the Fund will not exceed 100%. 
 
    The Manager uses its best efforts to obtain the best
 available price and most favorable execution for portfolio
 transactions.  Orders may be placed with brokers or dealers who
 provide brokerage and research services to the Manager or their
 advisory clients.  These services may be used by the Manager in
 servicing any of their respective accounts.  Subject to best
 price and execution, the Manager may consider a broker/dealer's
 sales of shares of funds in the Delaware Group of funds in
 placing portfolio orders and may place orders with
 broker/dealers that have agreed to defray certain expenses of
 such funds, such as custodian fees.
 
 Performance Information
    From time to time, the Fund may quote total return
 performance of the Class in advertising and other types of
 literature.
    
    Total return will be based on a hypothetical $1,000
 investment, reflecting the reinvestment of all distributions at
 net asset value.  Each presentation will include the average
 annual total return for one-, five- and ten-year (or life of
 fund, if applicable) periods.  The Fund may also advertise
 aggregate and average total return information concerning the
 Class over additional periods of time.  
 
    Because securities prices fluctuate, investment results of
 the Class will fluctuate over time.  Past performance is not
 considered a guarantee of future results.
 
 Statements and Confirmations
    You will receive quarterly statements of your account
 summarizing all transactions during the period.  A confirmation
 statement will be sent following all transactions other than
 those involving a reinvestment of dividends.  You should
 examine statements and confirmations immediately and promptly
 report any discrepancy by calling your Client Services
 Representative.
 
 Financial Information about the Fund
    Each fiscal year, you will receive an audited annual
 report and an unaudited semi-annual report.  These reports
 provide detailed information about the Fund's investments and
 performance.  Global Funds, Inc.'s fiscal year ends on
 November 30.
 
 Distribution and Service
    The Distributor, Delaware Distributors, L.P., serves as
 the national distributor for the Fund's shares under a
 Distribution Agreement with Global Funds, Inc. dated as of July
 21, 1997.
 
    The Transfer Agent, Delaware Service Company, Inc., serves
 as the shareholder servicing, dividend disbursing and transfer
 agent for the Fund under an amended and restated agreement. 
 The Transfer Agent also provides accounting services to the
 Fund pursuant to the terms of a separate Fund Accounting
 Agreement. The directors annually review service fees paid to
 the Transfer Agent.  Certain recordkeeping services and other
 shareholder services that otherwise would be performed by the
 Transfer Agent may be performed by certain other entities and
 the Transfer Agent may elect to enter into an agreement to pay
 such other entities for those services.  In addition,
 participant account maintenance fees may be assessed for
 certain recordkeeping services provided as part of retirement
 plan and administration service packages.  These fees are based
 on the number of participants in the plan and the various
 services selected.  Fees will be quoted upon request and are
 subject to change.
 
    The Distributor and the Transfer Agent are indirect,
 wholly owned subsidiaries of DMH.
 
 Expenses
    The Fund is responsible for all of its own expenses other
 than those borne by the Manager under the Investment Management
 Agreement and those borne by the Distributor under the
 Distribution Agreement.  
 
 Shares
    Global Funds, Inc. is an open-end management investment
 company.  Commonly known as a mutual fund, Global Funds, Inc.
 was organized as a Maryland corporation on May 30, 1991. 
 Global Funds, Inc. currently offers six series of shares -
 International Equity Series, International Small Cap Series,
 Global Bond Series, Global Assets Series, Emerging Markets
 Series and Global Equity Series.  Fund shares have a par value
 of $.01 and when issued will be fully paid, non-assessable,
 fully transferable and redeemable at the option of the holder. 
 The shares have no preference as to conversion, exchange,
 dividends, retirement or other features and have no preemptive
 rights.  Each Fund will vote separately on any matter which
 affects only that Fund.  Shares of each Fund have a priority
 over shares of any other fund of Global Funds, Inc. in the
 assets and income of that Fund.
 
    Global Funds, Inc.'s shares have noncumulative voting
 rights which means that the holders of more than 50% of Global
 Funds, Inc.'s shares voting for the election of directors can
 elect 100% of the directors if they choose to do so.  Under
 Maryland law, Global Funds, Inc. is not required, and does not
 intend, to hold annual meetings of shareholders unless, under
 certain circumstances, it is required to do so under the 1940
 Act.  Shareholders of 10% or more of Global Funds, Inc.'s
 outstanding shares may request that a special meeting be called
 to consider the removal of a director.
 
    In addition to Institutional Class shares, the Fund also
 offers International Small Cap Fund A Class, International
 Small Cap Fund B Class and International Small Cap Fund C
 Class.  Shares of each Class represent proportionate interests
 in the assets of the Fund and have the same voting and other
 rights and preferences as the other classes of the Fund, except
 that shares of the Classes are not subject to, and may not vote
 on matters affecting, the Distribution Plans under Rule 12b-1
 relating to Class A, Class B and Class C Shares.
 
    It is expected that The Lincoln National Life Insurance
 Company ("Lincoln") will make an investment in the Fund, which
 could result in Lincoln holding up to 100% of the outstanding
 shares of the Fund.  Subject to certain limited exceptions,
 there would be no limitation on the Lincoln's ability to redeem
 its shares of the Fund and it may elect to do so at any time.
 
 OTHER INVESTMENT POLICIES AND RISK CONSIDERATIONS
 
 Repurchase Agreements
    The Fund also may use repurchase agreements that are at
 least 100% collateralized by securities in which the Fund can
 invest directly, including securities issued or guaranteed by
 the U.S. Government or its agencies or instrumentalities. 
 Repurchase agreements help the Fund to invest cash on a
 temporary basis.  The Fund may invest cash balances in joint
 repurchase agreements with other Delaware Group funds.  Under a
 repurchase agreement, the Fund acquires ownership and
 possession of a security, and the seller agrees to buy the
 security back at a specified time and higher price.  Repurchase
 agreements involve the risks of loss if a seller defaults on
 its obligations under the agreements. If the seller is unable
 to repurchase the security, the Fund could experience delays in
 liquidating the securities.  To minimize this possibility, the
 Manager, pursuant to direction from the Global Funds, Inc.'s
 Board of Directors, considers the creditworthiness of banks and
 dealers when entering into repurchase agreements.
 
 Portfolio Loan Transactions
    The Fund may loan up to 25% of its assets to qualified
 broker/dealers or institutional investors for their use
 relating to short sales or other security transactions.
 
    The major risk to which the  Fund would be exposed on a
 loan transaction is the risk that the borrower would go
 bankrupt at a time when the value of the security goes up, and
 the borrower would fail to return the borrowed security. 
 Therefore, the Fund will only enter into loan arrangements
 after a review of all pertinent facts by the Manager, subject
 to overall supervision by the Board of Directors, including the
 creditworthiness of the borrowing broker, dealer or institution
 and then only if the consideration to be received from such
 loans would justify the risk.  In addition, the Fund will
 require borrowers to deliver collateral to the Fund before
 lending securities.  Creditworthiness will be monitored on an
 ongoing basis by the Manager.
 
 Borrowings
    The Fund may borrow money as a temporary measure for
 extraordinary purposes or to facilitate redemptions.  The Fund
 will not borrow money in excess of one-third of the value of
 its net assets.  The Fund has no intention of increasing its
 net income through borrowing.  Any borrowing will be done from
 a bank and, to the extent that such borrowing exceeds 5% of the
 value of the Fund's net assets, asset coverage of at least 300%
 is required.  In the event that such asset coverage shall at
 any time fall below 300%, the Fund shall, within three days
 thereafter (not including Sunday or holidays) or such longer
 period as the U.S. Securities and Exchange Commission may
 prescribe by rules and regulations, reduce the amount of its
 borrowings to such an extent that the asset coverage of such
 borrowings shall be at least 300%.  The Fund will not pledge
 more than 10% of its net assets, or issue senior securities as
 defined in the 1940 Act, except for notes to banks.  Investment
 securities will not be purchased while the Fund has an
 outstanding borrowing.
 
 Rule 144A Securities
    While maintaining oversight, the Board of Directors of
 Global Funds, Inc. has delegated to the Manager the day-to-day
 functions of determining whether or not individual Rule 144A
 Securities are liquid for purposes of the Fund's 15% limitation
 on investments in illiquid assets.  The Board has instructed
 the Manager to consider the following factors in determining
 the liquidity of a Rule 144A Security:  (i) the frequency of
 trades and trading volume for the security; (ii) whether at
 least three dealers are willing to purchase or sell the
 security and the number of potential purchasers; (iii) whether
 at least two dealers are making a market in the security; and
 (iv) the nature of the security and the nature of the
 marketplace trades (e.g., the time needed to dispose of the
 security, the method of soliciting offers, and the mechanics of
 transfer).
 
    If the Manager determines that a Rule 144A Security which
 was previously determined to be liquid is no longer liquid and,
 as a result, the Fund's holdings of illiquid securities exceed
 the Fund's 15% limitation on investments in such securities,
 the Manager will determine what action to take to ensure that
 the Fund continues to adhere to its respective limitation.
 
 Investment Company Securities
    Any investments that the Fund makes in either closed-end
 or open-end investment companies will be limited by the 1940
 Act, and would involve an indirect payment of a portion of the
 expenses, including advisory fees, of such other investment
 companies.  Under the 1940 Act's limitations, the Fund may not
 (1) own more than 3% of the voting stock of another investment
 company; (2) invest more than 5% of the Fund's total assets in
 the shares of any one investment company; nor (3) invest more
 than 10% of the Fund's total assets in shares of other
 investment companies.  These percentage limitations also apply
 to the Fund's investments in unregistered investment companies.
 
 Foreign Currency Transactions
    Although the Fund values its assets daily in terms of U.S.
 dollars, it does not intend to convert its holdings of foreign
 currencies into U.S. dollars on a daily basis.  The Fund will,
 however, from time to time, purchase or sell foreign currencies
 and/or engage in forward foreign currency transactions in order
 to expedite settlement of portfolio transactions and to
 minimize currency value fluctuations.  The Fund may conduct its
 foreign currency exchange transactions on a spot (i.e., cash)
 basis at the spot rate prevailing in the foreign currency
 exchange market or through entering into contracts to purchase
 or sell foreign currencies at a future date (i.e., a "forward
 foreign currency" contract or "forward" contract).  A forward
 contract involves an obligation to purchase or sell a specific
 currency at a future date, which may be any fixed number of
 days from the date of the contract, agreed upon by the parties,
 at a price set at the time of the contract.  The Fund will
 convert currency on a spot basis from time to time, and
 investors should be aware of the costs of currency conversion.
 
    The Fund may enter into forward contracts to "lock in" the
 price of a security it has agreed to purchase or sell, in terms
 of U.S. dollars or other currencies in which the transaction
 will be consummated.  By entering into a forward contract for
 the purchase or sale, for a fixed amount of U.S. dollars or
 foreign currency, of the amount of foreign currency involved in
 the underlying security transaction, the Fund will be able to
 protect itself against a possible loss resulting from an
 adverse change in currency exchange rates during the period
 between the date the security is purchased or sold and the date
 on which payment is made or received.
 
    When the Manager believes that the currency of a
 particular country may suffer a significant decline against the
 U.S. dollar or against another currency, the Fund may enter
 into a forward foreign currency contract to sell, for a fixed
 amount of U.S. dollars or other appropriate currency, the
 amount of foreign currency approximating the value of some or
 all of the Fund's securities denominated in such foreign
 currency.
 
    The Fund will not enter into forward contracts or maintain
 a net exposure to such contracts where the consummation of the
 contracts would obligate the Fund to deliver an amount of
 foreign currency in excess of the value of the Fund's
 securities or other assets denominated in that currency.
 
    At the maturity of a forward contract, the Fund may either
 sell the portfolio security and make delivery of the foreign
 currency, or it may retain the security and terminate its
 contractual obligation to deliver the foreign currency by
 purchasing an "offsetting" contract with the same currency
 trader obligating it to purchase, on the same maturity date,
 the same amount of the foreign currency.  The Fund may realize
 a gain or loss from currency transactions.
 
    The Fund also may purchase and write put and call options
 on foreign currencies (traded on U.S. and foreign exchanges or
 over-the-counter) for hedging purposes to protect against
 declines in the U.S. dollar cost of foreign securities held by
 the Fund and against increases in the U.S. dollar cost of such
 securities to be acquired.  Call options on foreign currency
 written by the Fund will be covered, which means that the Fund
 will own the underlying foreign currency.  With respect to put
 options on foreign currency written by the Fund, the Fund will
 establish a segregated account with its Custodian Bank
 consisting of cash, U.S. government securities or other high-
 grade liquid debt securities in an amount equal to the amount
 the Fund will be required to pay upon exercise of the put.  
 
    As in the case of other kinds of options, the writing of
 an option on foreign currency will constitute only a partial
 hedge, up to the amount of the premium received, and the Fund
 could be required to purchase or sell foreign currencies at
 disadvantageous exchange rates, thereby incurring losses.  The
 purchase of an option on foreign currency may constitute an
 effective hedge against fluctuations in exchange rates,
 although, in the event of rate movements adverse to the Fund's
 position, the Fund may forfeit the entire amount of the premium
 plus related transaction costs.  See Special Risk
 Considerations.
 
 Options
    The Manager may employ options techniques in an attempt to
 protect appreciation attained and to take advantage of the
 liquidity available in the options market.  The Fund may
 purchase call options on foreign or U.S. securities and indices
 and enter into related closing transactions.  The Fund may also
 purchase put options on such securities and indices and enter
 into related closing transactions.
 
    A call option enables the purchaser, in return for the
 premium paid, to purchase securities from the writer of the
 option at an agreed price up to an agreed date.  The advantage
 is that the purchaser may hedge against an increase in the
 price of securities it ultimately wishes to buy or take
 advantage of a rise in a particular index.  The Fund will only
 purchase call options to the extent that premiums paid on all
 outstanding call options do not exceed 2% of its total assets.
 
    A put option enables the purchaser of the option, in
 return for the premium paid, to sell the security underlying
 the option to the writer at the exercise price during the
 option period, and the writer of the option has the obligation
 to purchase the security from the purchaser of the option.  The
 Fund will only purchase put options to the extent that the
 premiums on all outstanding put options do not exceed 2% of its
 total assets.  The advantage is that the purchaser can be
 protected should the market value of the security decline or
 should a particular index decline.   
 
    An option on a securities index gives the purchaser of the
 option, in return for the premium paid, the right to receive
 from the seller cash equal to the difference between the
 closing price of the index and the exercise price of the
 option.
 
    Closing transactions essentially let the Fund offset put
 options or call options prior to exercise or expiration.  If
 the Fund cannot effect closing transactions, it may have to
 hold a security it would otherwise sell or deliver a security
 it might want to hold. 
 
    In purchasing put and call options, the premium paid by
 the Fund plus any transaction costs will reduce any benefit
 realized by the Fund upon exercise of the option.
 
    The Fund may use both Exchange-traded and over-the-counter
 options. Certain over-the-counter options may be illiquid.  The
 Fund will only invest in such options to the extent consistent
 with its 15% limitation on investment in illiquid securities. 
 The Fund will comply with U.S. Securities and Exchange
 Commission asset segregation and coverage requirements when
 engaging in these types of transactions.  
 
 Futures Contracts and Options on Futures Contracts
    The principal purpose of the purchase or sale of futures
 contracts for the Fund is to protect the Fund against the
 fluctuations in interest or exchange rates which otherwise
 might adversely affect the value of the Fund's portfolio
 securities or adversely affect the prices of securities which
 the Fund intends to purchase at a later date without actually
 buying or selling such securities.
 
    The Fund may enter into contracts for the purchase or sale
 for future delivery of securities or foreign currencies.  A
 purchase of a futures contract means the acquisition of a
 contractual right to obtain delivery to the Fund of the
 securities or foreign currency called for by the contract at a
 specified price during a specified future month.  When a
 futures contract is sold, the Fund incurs a contractual
 obligation to deliver the securities or foreign currency
 underlying the contract at a specified price on a specified
 date during a specified future month.  To the extent that the
 Fund invests in futures contracts and options thereon for other
 than bona fide hedging purposes, the Fund will not enter into
 such transactions if, immediately thereafter, the sum of the
 amount of initial margin deposits and premiums paid for open
 futures options would exceed 5% of the Fund's total assets,
 after taking into account unrealized profits and unrealized
 losses on such contracts it has entered into; provided,
 however, that, in the case of an option that is in-the-money at
 the time of purchase, the in-the-money amount may be excluded
 in calculating the 5%.
 
    The Fund may also purchase and write options to buy or
 sell futures contracts.  Options on futures are similar to
 options on securities except that options on futures give the
 purchaser the right, in return for the premium paid, to assume
 a position in a futures contract, rather than actually to
 purchase or sell the futures contract, at a specified exercise
 price at any time during the period of the option.  When the
 Fund enters into a futures transaction, it must deliver to the
 futures commission merchant selected by the Fund an amount
 referred to as "initial margin."  This amount is maintained by
 the futures commission merchant directly or on its behalf in an
 account at the Custodian Bank.  Thereafter, a "variation
 margin" may be paid by the Fund to, or drawn by the Fund from,
 such account in accordance with controls set for such accounts,
 depending upon changes in the price of the underlying
 securities subject to the futures contract.  
 
    To the extent that interest or exchange rates or
 securities prices move in an unexpected direction, the Fund may
 not achieve the anticipated benefits of investing in futures
 contracts and options thereon, or may realize a loss.  To the
 extent that the Fund purchases an option on a futures contract
 and fails to exercise the option prior to the exercise date, it
 will suffer a loss of the premium paid.  Further, the possible
 lack of a secondary market could prevent the Fund from closing
 out its positions relating to futures.
 
 APPENDIX A--RATINGS
 
 General Rating Information
 
 Bonds
    Excerpts from Moody's description of its bond ratings: 
 Aaa--judged to be the best quality.  They carry the smallest
 degree of investment risk; Aa--judged to be of high quality by
 all standards; A--possess favorable attributes and are
 considered "upper medium" grade obligations; Baa--considered as
 medium grade obligations.  Interest payments and principal
 security appear adequate for the present but certain protective
 elements may be lacking or may be characteristically unreliable
 over any great length of time; Ba--judged to have speculative
 elements; their future cannot be considered as well assured. 
 Often the protection of interest and principal payments may be
 very moderate and thereby not well safeguarded during both good
 and bad times over the future.  Uncertainty of position
 characterizes bonds in this class; B--generally lack
 characteristics of the desirable investment.  Assurance of
 interest and principal payments or of maintenance of other
 terms of the contract over any long period of time may be
 small; Caa--are of poor standing.  Such issues may be in
 default or there may be present elements of danger with respect
 to principal or interest; Ca--represent obligations which are
 speculative in a high degree.  Such issues are often in default
 or have other marked shortcomings; C--the lowest rated class of
 bonds and issues so rated can be regarded as having extremely
 poor prospects of ever attaining any real investment standing.
 
    Excerpts from S&P's description of its bond ratings:  AAA-
 -highest grade obligations.  They possess the ultimate degree
 of protection as to principal and interest; AA--also qualify as
 high grade obligations, and in the majority of instances differ
 from AAA issues only in a small degree; A--strong ability to
 pay interest and repay principal although more susceptible to
 changes in circumstances; BBB--regarded as having an adequate
 capacity to pay interest and repay principal; BB, B, CCC, CC--
 regarded, on balance, as predominantly speculative with respect
 to capacity to pay interest and repay principal in accordance
 with the terms of the obligation.  BB indicates the lowest
 degree of speculation and CC the highest degree of speculation. 
 While such debt will likely have some quality and protective
 characteristics, these are outweighed by large uncertainties or
 major risk exposures to adverse conditions; C--reserved for
 income bonds on which no interest is being paid; D--in default,
 and payment of interest and/or repayment of principal is in
 arrears.
 
 
    For more information contact the Delaware Group at 800-
 828-5052.
 
 
    
 INVESTMENT MANAGER
 Delaware International Advisers Ltd.
 80 Cheapside
 Third Floor
 London, England  EC2V 6EE
     
 NATIONAL DISTRIBUTOR
 Delaware Distributors, L.P.
 1818 Market Street 
 Philadelphia, PA  19103
 
 SHAREHOLDER SERVICING,
 DIVIDEND DISBURSING, 
 ACCOUNTING SERVICES 
 AND TRANSFER AGENT
 Delaware Service Company, Inc.
 1818 Market Street
 Philadelphia, PA  19103
 
 LEGAL COUNSEL
 Stradley, Ronon, Stevens & Young, LLP
 One Commerce Square
 Philadelphia, PA  19103
 
 INDEPENDENT AUDITORS
 Ernst & Young LLP
 Two Commerce Square
 Philadelphia, PA  19103
 
 CUSTODIAN
 The Chase Manhattan Bank
 4 Chase Metrotech Center
 Brooklyn, NY  11245
 
 
 
 
 ________________________________
 
 INTERNATIONAL SMALL CAP FUND
 ________________________________
 
 INSTITUTIONAL CLASS
 ________________________________
 
 
 
 
 
 
 
 
 
 
 
 
 
 P R O S P E C T U S
 ________________________________
    
 DECEMBER 22, 1997
     
 
 
 
 
 
 
 
 
 
 
 
 
 


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