DUFF & PHELPS UTILITIES TAX FREE INCOME INC
N-30D, 1996-07-09
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   Duff & Phelps
   Utilities
   Tax-Free
   Income Inc.
- ------------------------------------------------------------
   Semi-Annual Report
   April 30, 1996

Letter to Shareholders                      May 31, 1996

Dear Shareholder:

The volatility in the fixed income markets has made for a very challenging 
environment for fixed income investors over the most recent six months. As we 
have moved forward into 1996, the tone of the bond market has turned negative, 
as many fixed income investors have become concerned that the recent signs of 
growth in the domestic economy, will ultimately cause the Federal Reserve to 
adopt a more restrictive monetary policy which will lead to an increase in U.S.
interest rates.

Fund Performance

As you can see below, the Duff and Phelps Utilities Tax-Free Income Fund 
underperformed its peers in the first six months of 1996. The primary reason 
for its recent underperformance has been the emphasis on higher-quality 
electric utility bonds which have one of the poorest performing sectors in the 
municipal bond market year-to-date. Over longer time periods, the Fund 
continues to provide solid returns both on an absolute basis and relative to 
the average fund in its Lipper peer group.

                                  FUND PERFORMANCE

<TABLE>
<CAPTION>
                                    Total Returns
                                  Six months ended        October 31,
                                   April 30, 1996    1995     1994     1993
<S>                               <C>                <C>      <C>      <C>
Duff & Phelps Utilities
Tax-Free Income, Inc.1                    .36%       20.27%   -7.78%   23.47%
Average Lipper General and Insured
Leveraged Municipal Bond Fund Index2      .66%       18.90%  -10.01%   21.57%
</TABLE>

  1 Source: Lipper Analytical Services, Inc. Total return of the Fund as 
calculated for the periods ended April 30, 1996, October 31, 1995, October 31, 
1994 and October 31, 1993, are based on net asset value and assumes the 
reinvestment of dividends and distributions. Shares of the Fund are traded on 
the NYSE. Past performance is no guarantee of future results.

  2 This is the average of 64 closed-end funds for 6 months ended April 30, 
1996, 64 closed-end funds for 12 months ended October 31, 1995, 63 closed-end 
funds for 12 months ended October 31, 1994, and 42 closed-end funds for 12 
months ended October 31, 1993 in the General and Insured Leveraged Municipal 
Bond Fund Index according to Lipper Analytical Services, Inc.

                                         -1-

<PAGE>

The Municipal Market and Your Fund

  The municipal market has followed the Treasury Market's lead thus far in 
1996. Long municipal yields have risen about 65 basis points year-to-date, as 
investor sentiment has changed dramatically from the positive tone of 1995. 
Signs of economic growth and inflation which were discounted away in 1995, are 
presenting problems for the market thus far in 1996. On a more positive note, 
concerns over significant tax reform have subsided in 1996, allowing long 
municipal bonds to outperform long Treasury bonds by over 500 basis points thus
far in 1996.

  Within the Fund we continue to emphasize higher quality issues, with an 
average quality rating of AA/Aa and 71% of the issues rated AA or higher. The 
emphasis on higher quality bonds within the Fund is driven by the fact that 
credit quality spreads, or the yield premium which investors receive for taking
credit risk, are extremely narrow by historical standards. We have continued to
reduce our holdings within the electric utility sector, lowering our holdings 
from 34% in April 1995, to 27% currently. The reduction of our electric 
utilities holdings has been driven by concern regarding the negative impact of 
deregulation on the creditworthiness of certain electric utilities.

Outlook

At current interest rate levels, it appears that the municipal market may have 
over reacted to the threat of inflation, and consequently we are not 
anticipating a continued rise in interest rates from these levels. The rise in 
municipal interest rates has begun to generate increased interest from 
individual investors, and should provide a strong source of demand for 
municipal bonds going forward. On the supply side, issuance has been curtailed 
by higher financing rates, providing a very favorable supply/demand 
relationship.

  The concern over tax reform has waned considerably, as Steve Forbes, the main
proponent of the "flat tax" proposal, has dropped out of the presidential race.
Of the remaining two candidates, Bob Dole is more of a moderate on tax reform, 
while Bill Clinton, who continues to lead by a wide margin in the polls, is an 
opponent of the flat tax. Consequently, significant tax reform is looking 
highly unlikely at this time.

  We continue to appreciate your interest in the Duff and Phelps Tax-Free 
Income Fund and look forward to being of continued service in the future.

                                         -2-

Sincerely,

Francis E. Jefferies, CFA
Chairman of the Board

Richard R. Davis, CFA
President and Chief Executive Officer

                                    -3-
<PAGE>
- ----------------------------------------------------------
DUFF & PHELPS UTILITIES
TAX-FREE INCOME INC.
Portfolio of Investments
April 30, 1996
(Unaudited)

<TABLE>
<CAPTION>
- --------------------------------------------------------------
  Moody's     Principal
   Rating      Amount                                  Value
(Unaudited)     (000)          Description (a)        (Note 1)
- --------------------------------------------------------------
<S>           <C>         <C>                       <C>
                          LONG-TERM INVESTMENTS--98.3%
                          California--17.7%
                          Foothill / Eastern Trans.
                            Corridor Agency
                            California
                            Toll Road Revenue
Baa            $ 10,640   6.00%, 1/1/34, Ser. A.... $  9,893,923
                          Fresno Swr. Rev.,
Aaa               3,030   6.00%, 9/1/09,
                            A.M.B.A.C..............    3,206,891
Aaa               2,000   6.25%, 9/1/14,
                            A.M.B.A.C..............    2,140,480
                          Pomona California Sngl.
                            Fam. Mortgage Rev.,
Aaa               2,705   7.375%, 8/1/10...........    2,995,761
                          Riverside County
                            California
                            Sngl. Fam. Rev.,
                            Mortgage Backed
Aaa               2,500   7.80%, 5/1/21, Ser. A....    2,999,175
                          San Bernardino County
                            California Residential
                            Mtge. Rev.,
Aaa               7,840   9.60%, 9/1/15............   10,891,406
                          Santa Monica Waste Wtr.
                            Enterprise Rev.,
                            Hyperion Proj.,
A1                2,000(c) 6.70%, 1/1/22, Ser. A,
                            Prerefunded 1/1/02
                            @$102..................    2,226,140
                                                    ------------
                                                      34,353,776
                                                    ------------
                          Colorado--6.1%
                          Colorado Hsg. Fin. Auth.,
                            Sngl. Fam. Prog.
Aa                2,935   8.00%, 6/1/25............    3,278,836
Aa                1,785   8.125%, 6/1/25...........    2,003,216
                          Colorado Springs Utils.
                            Rev.,
Aa                2,300   6.50%, 11/15/15, Ser. A..    2,421,509
                          Platte River Pwr. Auth.
                            Rev.,
Aa                4,000   6.875%, 6/1/16, Ser. AA..    4,163,440
                                                    ------------
                                                      11,867,001
                                                    ------------
                          Delaware--1.9%
                          Delaware St., Econ. Dev.
                            Auth. Rev., Delmarva
                            Pwr. Ser. B
Aaa               3,500   6.75%, 5/1/19,
                            A.M.B.A.C..............    3,766,070
                                                    ------------
- --------------------------------------------------------------
  Moody's     Principal
   Rating      Amount                                  Value
(Unaudited)     (000)          Description (a)        (Note 1)
- --------------------------------------------------------------
                          Florida--5.4%
                          Florida St. Bd. Ed. Cap.
                            Outlay,
                            Pub. Ed.
Aa             $  5,000   5.25%, 6/1/23, Ser. D.... $  4,482,350
                          Martin Cnty. Ind. Dev.
                            Auth. Rev., Indiantown
                            Cogen Proj.
Baa3              1,000   7.875%, 12/15/25.........    1,119,660
                          Reedy Creek Impvt. Dist.
                            Utils. Rev., Ser. 1,
Aaa               5,500   5.00%, 10/1/19,
                            M.B.I.A................    4,869,370
                                                    ------------
                                                      10,471,380
                                                    ------------
                          Georgia--6.0%
                          Mun. Elec. Auth., Special
                            Oblig., Fifth Crossover
                            Ser. Proj. One,
Aaa               2,615   6.40%, 1/1/13,
                            A.M.B.A.C..............    2,807,098
                          Fourth Crossover Ser.
                            Proj. One,
Aaa               2,750   6.50%, 1/1/20,
                            M.B.I.A................    2,977,205
Aaa               5,500   6.50%, 1/1/20,
                            A.M.B.A.C..............    5,954,410
                                                    ------------
                                                      11,738,713
                                                    ------------
                          Idaho--2.3%
                          Idaho Housing Agency
                            Sngl. Fam. Mortgage
                            Senior
Aa                4,275   6.65%, 7/1/14, Ser. B....    4,376,745
                                                    ------------
                          Illinois--5.8%
                          Chicago Gas Supply Rev.,
                            (People's Gas, Lt. &
                            Coke Co.),
Aa3               4,600   6.875%, 3/1/15...........    4,863,166
                          Chicago Waterworks Rev.,
A1                2,500(c) 7.20%, 11/15/16, Ser.
                            1989
                            Prerefunded 11/15/99
                            @$102..................    2,759,975
                          Du Page Wtr. Comm. Wtr.
                            Rev.,
AAA*              3,500(c) 6.875%, 5/1/14
                            Prerefunded 5/1/97
                            @$102..................    3,677,030
                                                    ------------
                                                      11,300,171
                                                    ------------
</TABLE>
                                          See Notes to Financial Statements.

                                       4
 <PAGE>
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------
  Moody's     Principal
   Rating      Amount                                  Value
(Unaudited)     (000)          Description (a)        (Note 1)
- --------------------------------------------------------------
<S>           <C>         <C>                       <C>
                          Indiana--2.7%
                          Indiana Mun. Pwr. Agcy.,
                            Pwr. Supply Sys. Rev.,
Aaa            $  5,000   6.00%, 1/1/13,
                            M.B.I.A................ $  5,186,900
                                                    ------------
                          Louisiana--5.8%
                          St. Charles Parish, Poll.
                            Ctrl. Rev.,
                            (Louisiana Pwr. & Lt. Co.),
Baa3              3,500   8.25%, 6/1/14............    3,833,655
Baa3              5,500   8.00%, 12/1/14, Ser.
                            1989...................    6,052,420
Aaa               1,250   7.00%, 12/1/22...........    1,346,788
                                                    ------------
                                                      11,232,863
                                                    ------------
                          Massachusetts--3.0%
                          Massachusetts St., Wtr.
                            Res. Auth., Ser. A,
Aaa               5,330   7.00%, 8/1/13,
                            M.B.I.A................    5,856,657
                                                    ------------
                          Nebraska--2.7%
                          Omaha Pub. Pwr. Dist.,
                            Elec. Rev.,
Aa                2,500   6.15%, 2/1/12, Ser. B....    2,642,400
Aa                2,500   6.20%, 2/1/17, Ser. B....    2,657,025
                                                    ------------
                                                       5,299,425
                                                    ------------
                          New Jersey--2.2%
                          Union Cnty. Utils. Auth.,
                            Solid Waste Rev., Ser.
                            1991 A,
A-*               2,000   7.10%, 6/15/06...........    2,034,640
A-*               2,250   7.15%, 6/15/09...........    2,288,205
                                                    ------------
                                                       4,322,845
                                                    ------------
                          New York--10.5%
                          New York City Mun.
                            Assist. Corp.,
Aa                1,500   5.20%, 7/1/08, Ser. E....    1,477,575
                          New York City Mun. Wtr.
                            Fin. Auth., Wtr. & Swr.
                            Sys. Rev.,
A                 3,760   7.10%, 6/15/12...........    4,194,656
                          New York St. Energy
                            Research & Dev. Auth.
                            Facs. Rev.,
A1                1,600   6.10%, 8/15/20...........    1,599,824
                          (Con Edison Co. of N.Y.),
A1                3,000   6.75%, 1/15/27, Ser.
                            92A....................    3,105,720
A1                4,000   7.125%, 12/1/29..........    4,405,440
                          New York St. Envir. Fac.
                            Corp.
                            Poll. Ctrl. Rev.,
Aaa               5,000   6.90%, 11/15/15..........    5,603,300
                                                    ------------
                                                      20,386,515
                                                    ------------
- --------------------------------------------------------------
  Moody's     Principal
   Rating      Amount                                  Value
(Unaudited)     (000)          Description (a)        (Note 1)
- --------------------------------------------------------------
                          Pennsylvania--1.7%
                          Montgomery Cnty. Ind.
                            Dev. Auth., Poll. Ctrl.
                            Rev., (Philadelphia
                            Elec. Co.),
Aaa            $  3,000   6.70%, 12/1/21,
                            M.B.I.A................ $  3,195,780
                                                    ------------
                          Tennessee--1.6%
                          Tennessee Hsg. Dev.
                            Agcy.,
                            Mortgage Finance
Aaa               3,135   6.15%, 7/1/15, Ser. B....    3,152,274
                                                    ------------
                          Texas--6.9%
                          Brazos River Auth., Poll.
                            Ctrl. Rev., (Texas
                            Utils. Elec.),
Baa2              8,000   7.875%, 3/1/21...........    8,773,760
                          San Antonio Elec. & Gas
                            Rev.,
Aa1               4,500   6.50%, 2/1/12, Ser. B....    4,712,310
                                                    ------------
                                                      13,486,070
                                                    ------------
                          Washington--14.0%
                          Conservation & Renewable
                            Energy Sys.
                            Conservation Proj.
                            Rev.,
Aa                2,600   6.875%, 10/1/11..........    2,884,154
                          Lewis Cnty. Pub. Utils.
                            Dist. No. 1, Cowlitz
                            Falls Hydroelectric
                            Proj. Rev.,
Aaa               5,000(c) 7.00%, 10/1/22
                            Prerefunded 10/1/01
                            @$102..................    5,622,050
                          Snohomish Cnty., Pub.
                            Utils.
                            Dist. No. 1 Elec. Rev.,
A1                1,500   6.90%, 1/1/06, Ser. A....    1,612,440
A1                8,000   5.80%, 1/1/24............    7,498,240
                          Washington St. Pub. Pwr.
                            Supply, Nuclear Proj.
                            No. 1 Rev.,
Aa                2,500   6.875%, 7/1/17, Ser. A...    2,640,550
                          Nuclear Proj. No. 2 Rev.,
Aa                2,400   6.00%, 7/1/07............    2,466,648
                          Nuclear Proj. No. 3 Rev.,
Aa                2,170   6.75%, 7/1/05, Ser. A....    2,329,278
Aaa               1,000(c) 7.25%, 7/1/15, Ser. B
                            Prerefunded 1/1/00
                            @$102..................    1,106,450
Aa                1,000   6.50%, 7/1/18............    1,021,680
                                                    ------------
                                                      27,181,490
                                                    ------------
</TABLE>
                                          See Notes to Financial Statements.

                                       5
 <PAGE>
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------
  Moody's     Principal
   Rating      Amount                                  Value
(Unaudited)     (000)          Description (a)        (Note 1)
- ----------------------------------------------------------
<S>           <C>         <C>                       <C>
                          Wyoming--2.0%
                          Wyoming St. Farm Loan
                            Board Capital Fac.
                            Rev.,
AA-*           $  4,000   5.75%, 10/1/20........... $  3,818,280
                                                    ------------
                          Total long-term
                            investments
                            (cost $182,140,335)....  190,992,955
                                                    ------------
                          SHORT-TERM INVESTMENTS--0.7%
                          Goldman Sachs Tax Exempt
                            Money Market Fund,
NR                1,129   3.44%....................    1,129,177
                          California Poll. Ctrl.
                            Fin. Auth. Rev., So.
                            Cal. Ed.,
                            Ser. 86B
A2                  300   3.65%, 2/28/08,
                            F.R.D.D................      300,000
                                                    ------------
                          Total short-term
                            investments
                            (cost $1,429,177)......    1,429,177
                                                    ------------
                          Total Investments--99.0%
                            (cost $183,569,512;
                            Note 3)................  192,422,132
                          Other assets in excess of
                            liabilities--1.0%......    1,848,028
                                                    ------------
                          Net Assets--100%......... $194,270,160
                                                    ------------
                                                    ------------
</TABLE>
- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    M.B.I.A.--Municipal Bond Insurance Association.
    F.R.D.D.--Floating Rate Daily Demand Note(b).
(b) For purposes of amortized cost valuation, the maturity date of Floating 
    Rate Demand Notes is considered to be the later of the next date on which 
    the security can be redeemed at par or the next date on which the rate of
    interest is adjusted.
(c) Prerefunded issues are secured by escrowed cash and/or direct U.S.
    guaranteed obligations.
* Standard & Poor's rating.
  NR--Not Rated by Moody's or Standard & Poor's.

- ----------------------------------------------------------
DUFF & PHELPS UTILITIES
TAX-FREE INCOME INC.
Statement of Assets and Liabilities
April 30, 1996
(Unaudited)
- ----------------------------------------------------------
<TABLE>
<S>                                       <C>
Assets
Investments, at value (cost
  $183,569,512)........................   $192,422,132
Cash...................................         25,615
Interest receivable....................      3,772,656
Receivable for investments sold........         15,505
Deferred expenses and other assets.....          9,996
                                          ------------
  Total assets.........................    196,245,904
                                          ------------
Liabilities
Payable for investments purchased......      1,494,375
Accrued expenses.......................        182,404
Accrued taxes payable..................        113,931
Dividends payable......................         87,552
Advisory fee payable (Note 2)..........         74,986
Administration fee payable (Note 2)....         22,496
                                          ------------
  Total liabilities....................      1,975,744
                                          ------------
Net Assets.............................   $194,270,160
                                          ------------
                                          ------------
Capital
Remarketed preferred stock ($.01 par
  value; 1,300 preferred shares, issued
  and outstanding, liquidation
  preference $50,000 per share;
  Note 4)..............................   $ 65,000,000
                                          ------------
Common stock at par ($.01 par value;
  600,000,000 shares authorized and
  8,371,761 issued and outstanding)....         83,718
Paid-in capital........................    115,475,575
Undistributed net investment income....      2,287,593
Accumulated net realized gain on
  investments..........................      2,570,654
Net unrealized appreciation on
  investments..........................      8,852,620
                                          ------------
  Net assets applicable to common stock
    (equivalent to $15.44 per share
    based on 8,371,761 shares
    outstanding).......................    129,270,160
                                          ------------
  Total capital (Net assets)...........   $194,270,160
                                          ------------
                                          ------------
</TABLE>

See Notes to Financial Statements.        See Notes to Financial Statements.

                                       6
<PAGE>
<PAGE>

- ----------------------------------------------------------
DUFF & PHELPS UTILITIES
TAX-FREE INCOME INC.
Statement of Operations
Six Months Ended April 30, 1996
(Unaudited)
- ----------------------------------------------------------
<TABLE>
<S>                                        <C>
Net Investment Income
Income
  Interest..............................   $ 5,998,973
                                           -----------
Expenses
  Investment advisory fee...............       499,091
  Administration fee....................       149,727
  Remarketing expense...................        75,585
  Custodian's fees and expenses.........        28,000
  Reports to shareholders...............        25,000
  Transfer agent's fees and expenses....        22,000
  Audit fee and expenses................        21,000
  Directors fees and expenses...........        20,000
  Registration expenses.................         8,500
  Amortization of deferred organization
    expenses............................         6,000
  Legal fees and expenses...............         5,000
  Miscellaneous.........................         5,732
                                           -----------
    Total expenses......................       865,635
                                           -----------
Net investment income...................     5,133,338
                                           -----------
Realized and Unrealized Gain (Loss)
on Investments
Net realized gain on investment
  transactions..........................       364,730
Net change in unrealized
  appreciation/depreciation on
  investments...........................    (3,870,226)
                                           -----------
Net realized and unrealized loss on
  investments...........................    (3,505,496)
                                           -----------
Net Increase in Net Assets
Resulting from Operations...............   $ 1,627,842
                                           -----------
                                           -----------
</TABLE>

- ----------------------------------------------------------
DUFF & PHELPS UTILITIES
TAX-FREE INCOME INC.
Statement of Changes
In Net Assets
(Unaudited)
- ----------------------------------------------------------
<TABLE>
<CAPTION>
                                Six Months
                                  Ended        Year Ended
Increase (Decrease)             April 30,     October 31,
in Net Assets                      1996           1995
                               ------------   ------------
<S>                            <C>            <C>
Operations:
  Net investment income......  $  5,133,338   $ 10,355,503
  Net realized gain on
    investment
    transactions.............       364,730      2,672,725
  Net change in unrealized
    appreciation/depreciation
    of investments...........    (3,870,226)    11,622,990
                               ------------   ------------
  Net increase in net assets
    resulting from
    operations...............     1,627,842     24,651,218
Dividends and distributions:
  Dividends to common
    shareholders from net
    investment income........    (4,018,445)    (8,068,765)
  Dividends to preferred
    shareholders from net
    investment income........    (1,130,459)    (2,547,753)
  Distributions to
    shareholders from net 
    realized gains
    Common...................      (251,153)       --
    Preferred................       (81,973)       --
                               ------------   ------------
Total increase (decrease)....    (3,854,188)    14,034,700
Net Assets
Beginning of period..........   198,124,348    184,089,648
                               ------------   ------------
End of period................  $194,270,160   $198,124,348
                               ------------   ------------
                               ------------   ------------
</TABLE>
 
See Notes to Financial Statements.        See Notes to Financial Statements.

                                       7
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------
DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.
Financial Highlights
(Unaudited)
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              
                                 November 29,
                                                       Six Months             
                                   1991(a)
                                                          Ended              
Year Ended October 31,              through
PER SHARE OPERATING PERFORMANCE OF COMMON               April 30,     
- ------------------------------------     October 31,
SHAREHOLDERS:                                             1996            1995 
        1994         1993           1992
                                                       -----------    
- ----------     --------     --------     ------------
<S>                                                    <C>             <C>    
       <C>          <C>          <C>
Net asset value, beginning of period...............     $    15.90      $  
14.23     $  16.41     $  14.14       $    14.05
                                                       -----------    
- ----------     --------     --------     ------------
  Net investment income(g).........................            .61          
1.24         1.24         1.24             1.06
  Net realized and unrealized gain (loss) on
  investments(g)...................................           (.42)         
1.70        (2.25)        2.19              .20
                                                       -----------    
- ----------     --------     --------     ------------
Net increase (decrease) from investment
  operations.......................................            .19          
2.94        (1.01)        3.43             1.26
                                                       -----------    
- ----------     --------     --------     ------------
Dividends from net investment income to:
  Preferred shareholders...........................           (.14)         
(.31)        (.21)        (.20)            (.18)
                                                       -----------    
- ----------     --------     --------     ------------
  Common shareholders..............................           (.48)         
(.96)        (.96)        (.96)            (.72)
                                                       -----------    
- ----------     --------     --------     ------------
Distributions from net realized gains to:
  Common shareholders..............................          (0.03)           
- --           --           --               --
                                                       -----------    
- ----------     --------     --------     ------------
Capital charge with respect to issuance of common
  stock............................................             --            
- --           --           --             (.27)
                                                       -----------    
- ----------     --------     --------     ------------
Net asset value, end of period(b)..................     $    15.44      $  
15.90     $  14.23     $  16.41       $    14.14(c)
                                                       -----------    
- ----------     --------     --------     ------------
                                                       -----------    
- ----------     --------     --------     ------------
Per share market value, end of period(b)...........     $    15.00      $  
14.38     $  13.25     $  16.63       $    14.75
                                                       -----------    
- ----------     --------     --------     ------------
                                                       -----------    
- ----------     --------     --------     ------------
TOTAL INVESTMENT RETURN OF COMMON SHAREHOLDERS(d)..           7.81%        
16.03%      (13.93)%      19.88%           10.32%
RATIOS TO AVERAGE NET ASSETS OF COMMON
SHAREHOLDERS:(f)
Operating expenses.................................           1.29%(e)      
1.37%        1.35%        1.40%            1.35%(e)
Net investment income..............................           7.66%(e)      
8.15%        8.04%        8.00%            8.23%(e)
SUPPLEMENTAL DATA:
Average net assets of common shareholders (000)....     $  134,724      $
127,112     $129,300     $129,036       $  114,518
Portfolio turnover.................................              8%           
66%          37%           1%              35%
Net assets of common shareholders, end of period
  (000)............................................     $  129,270      $
133,124     $119,090     $137,104       $  117,211
Asset coverage per share of preferred stock, end of
  period...........................................     $  149,439      $
152,403     $141,607     $155,465       $  140,162
Preferred stock outstanding (000)..................     $   65,000      $ 
65,000     $ 65,000     $ 65,000       $   65,000
</TABLE>

- ---------------
(a) Commencement of investment operations.
(b) NAV and market value are published in The Wall Street Journal each Monday.
(c) Net asset value immediately after the closing of the first public offering 
    was $14.05.
(d) Total investment return is calculated assuming a purchase of common stock 
    at the current market value on the first day and a sale at the current 
    market value on the last day of each period reported. Dividends are 
    assumed, for purposes of this calculation, to be reinvested at prices 
    obtained under the Fund's dividend reinvestment plan. Brokerage commissions
    are not reflected. Total return for periods of less than a full year are 
    not annualized.
(e) Annualized.
(f) Ratios calculated on the basis of income and expenses applicable to both 
    the common and preferred shares relative to the average net assets of 
    common shareholders. Ratios do not reflect the effect of dividend payments 
    to preferred shareholders.
(g) Calculated based upon weighted average shares outstanding during the 
    period.

See Notes to Financial Statements.

                                       8
<PAGE>
<PAGE>

- ----------------------------------------------------------
DUFF & PHELPS UTILITIES
TAX-FREE INCOME INC.
Notes to Financial Statements
(Unaudited)
- ----------------------------------------------------------
   Duff & Phelps Utilities Tax-Free Income Inc. (the ``Fund'') was organized in
Maryland on September 24, 1991 as a diversified, closed-end management
investment company. The Fund had no operations until November 20, 1991 when it
sold 8,000 shares of common stock for $112,400 to Duff & Phelps Corporation.
Investment operations commenced on November 29, 1991.
   The Fund's investment objective is current income exempt from regular federal
income tax consistent with preservation of capital. The Fund will seek to
achieve its investment objective by investing primarily in a diversified
portfolio of investment grade tax-exempt utility obligations. The ability of the
issuers of the securities held by the Fund to meet their obligations may be
affected by economic developments in a specific state, industry or region.
                              
Note 1. Significant           The following is a summary of
Accounting Policies           significant accounting policies 
                              followed by the Fund in the preparation of its
financial statements.
Securities Valuation: The Fund values its fixed income securities by using
market quotations, prices provided by market makers or estimates of market
values obtained from yield data relating to instruments or securities with
similar characteristics in accordance with procedures established by the Board
of Directors of the Fund. The relative liquidity of some securities in the
Fund's portfolio may adversely affect the ability of the Fund to accurately
value such securities. Any securities or other assets for which such current
market quotations are not readily available are valued at fair value as
determined in good faith under procedures established by and under the general
supervision and responsibility of the Fund's Board of Directors.
   Debt securities having a remaining maturity of 60 days or less when purchased
and debt securities originally purchased with maturities in excess of sixty days
but which currently have maturities of 60 days or less are valued at cost
adjusted for amortization of premiums and accretion of discounts.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Fund amortizes premiums and accretes original issue discount
on securities using the effective interest method.
Federal Income Taxes: It is the Fund's intention to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute sufficient net income to shareholders to qualify as a regulated
investment company. For this reason, no federal income tax provision is
required.
Dividends and Distributions: The Fund will declare and pay dividends to common
shareholders monthly from net investment income. Long-term capital gains, if
any, in excess of loss carryforwards are expected to be distributed annually.
The Fund will make a determination at the end of its fiscal year as to whether
to retain or distribute such gains. Dividends and distributions are recorded on
the ex-dividend date. Dividends to preferred shareholders are accrued on a
weekly basis and are determined as described in Note 4.
   Income distributions and capital gain distributions are determined in
accordance with income tax regulations which may differ from investment income
and capital gains recorded in accordance with generally accepted accounting
principles.
Deferred Organization Costs: A total of $63,000 was incurred in connection with
the organization of the Fund. These costs have been deferred and are being
amortized ratably over a period of sixty months from the date the Fund commenced
investment operations.
                              
Note 2. Agreements            The Fund has an Advisory
                              Agreement with Duff & Phelps Investment Management
Co. (the ``Adviser''), a subsidiary of Duff & Phelps Corporation, and an
Administration Agreement with Prudential Mutual Fund Management, Inc. (``PMF''),
an indirect, wholly-owned subsidiary of The Prudential Insurance Company of
America.
   The investment fee paid to the Adviser is computed weekly and payable monthly
at an annual rate of .50% of the Fund's average weekly managed assets. The
administration fee paid to PMF is also computed weekly and payable monthly at
an
annual rate of .15% of the Fund's average weekly managed assets.
   Pursuant to the agreements, the Adviser provides continuous supervision of
the investment portfolio and pays the compensation of officers of the Fund who
are affiliated persons of the Adviser. PMF pays occupancy and certain clerical
and accounting costs of the Fund. The Fund bears all other costs and expenses.

                                       9
 <PAGE>
<PAGE>
                              
Note 3. Portfolio             Purchases and sales of invest-
Securities                    ment securities, other than 
                              short-term investments, for the six months ended
April 30, 1996 aggregated $15,292,900 and $15,707,431, respectively.
   The Federal income tax basis of the Fund's investments at April 30, 1996 was
substantially the same as the basis for financial reporting, and, accordingly,
net unrealized appreciation for federal income tax purposes was $8,852,620
(gross unrealized appreciation--$9,535,821; gross unrealized
depreciation--$683,201).
                              
Note 4. Capital               There are 600 million shares
                              of $.01 par value common
                              stock authorized.
   During the six months ended April 30, 1996 the Fund did not issue any common
shares in connection with the reinvestment of dividends. For the year ended
October 31, 1994 the Fund issued 17,269 common shares in connection with the
reinvestment of dividends.
   The Fund's Articles of Incorporation authorize the issuance of Remarketed
Preferred Stock (``RP''). Accordingly, the Fund issued 1,300 shares of RP on
February 4, 1992. The RP has a liquidation value of $50,000 per share plus any
accumulated but unpaid dividends.
   Dividends on shares of RP are cumulative from their date of original issue
and payable on each dividend payment date. Dividend rates ranged from 6.10% to
3.36% during the six months ended April 30, 1996.
   Under the Investment Company Act of 1940, the Fund may not declare dividends
or make other distributions on shares of common stock or purchase any such
shares if, at the time of the declaration, distribution or purchase, asset
coverage with respect to the outstanding preferred stock would be less than
200%.
   The RP is redeemable at the option of the Fund, in whole or in part, on any
dividend payment date at $50,000 per share plus any accumulated or unpaid
dividends whether or not declared. The RP is also subject to a mandatory
redemption at $50,000 per share plus any accumulated or unpaid dividends,
whether or not declared, if certain requirements relating to the composition of
the assets and liabilities of the Fund as set forth in the Articles of
Incorporation are not satisfied.
   The holders of RP have voting rights equal to the holders of common stock
(one vote per share) and will vote together with holders of shares of common
stock as a single class. However, holders of RP are also entitled to elect two
of the Fund's directors. In addition, the Investment Company Act of 1940
requires that along with approval by shareholders that might otherwise be
required, the approval of the holders of a majority of any outstanding preferred
shares, voting separately as a class would be required to (a) adopt any plan of
reorganization that would adversely affect the preferred shares, and (b) take
any action requiring a vote of security holders, including, among other things,
changes in the Fund's subclassification as a closed-end investment company or
changes in its fundamental investment restrictions.
                              
Note 5. Dividends             Subsequent to April 30, 1996,
                              dividends declared and paid on preferred shares
totalled $229,632. On May 1, and June 3, 1996, the Board of Directors of the
Fund declared dividends of $.08 per common share payable on May 31, and June 28,
1996, respectively, to common shareholders of record on May 13, and June 13,
1996, respectively.
                                       10
<PAGE>
<PAGE>
- ------------------------------------------------------
            Directors
            Francis E. Jeffries, Chairman
            E. Virgil Conway
            William W. Crawford
            William N. Georgeson
            Everett L. Morris
            Richard A. Pavia

            Officers
            Calvin J. Pedersen, President & Chief Executive
              Officer
            Robert J. Moore, Executive Vice President
            James P. Wehr, Vice President & Chief Investment
              Officer
            Thomas N. Steenburg, Secretary
            Mary J. Metz, Treasurer & Assistant Secretary

            Investment Adviser
            Duff & Phelps Investment Management Co.
            55 East Monroe Street
            Suite 3800
            Chicago, IL 60603
            (312) 368-5500

            Administrator
            Prudential Mutual Fund Management, Inc.
            One Seaport Plaza
            New York, NY 10292
            (212) 214-5572

            Custodian and Transfer Agent
            State Street Bank and Trust Company
            One Heritage Drive
            North Quincy, MA 02171
            Call toll free (800) 451-6788

            Independent Auditors
            Ernst & Young LLP
            787 Seventh Avenue
            New York, NY 10019

            Legal Counsel
            Skadden, Arps, Slate, Meagher & Flom
            333 West Wacker Drive
            Chicago, IL 60606

              The accompanying financial statements as of April 30, 1996 were
            not audited and, accordingly, no opinion is expressed on them.
              This report is for stockholder information. This is not a
            prospectus intended for use in the purchase or sale of Fund shares.

            264325101



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