DUFF & PHELPS UTILITIES TAX FREE INCOME INC
N-30D, 1997-07-09
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   Duff & Phelps
   Utilities
   Tax-Free
   Income Inc.
- ------------------------------------------------------------
   Semi-Annual Report
   April 30, 1997

<PAGE>

                          Letter to 
                          Shareholders

                                                 June 13, 1997
Dear Shareholder:

The bond market was relatively calm for the six month period ended 
April 30, 1997, as interest rates rose slightly during the period.  
The primary catalyst for this moderate uptick in rates was the Federal 
Reserve Board's 25 basis point increase in rates on March 25.  The 
Fed's tightening of monetary policy was precipitated by the concern 
that the strength of the U.S. economy might begin to generate some 
upward inflationary pressures.

Fund Performance

     As you can see on the following page, the Duff and Phelps 
Utilities Tax-Free Income Fund underperformed its peers for the 
first six months of 1997.  The primary reason for the Fund's recent 
underperformance has been its emphasis on high-quality utility bonds 
which have been among the worst performing sectors of the bond market.  
On a more positive note, long-term performance continues to be good 
as the Fund was an above average performer in its peer group for 
the period ended April 30, 1997.  Additionally, the Fund continues 
to pay its eight cent per share dividend, maintaining this level 
of payment since the Fund's inception in November 1991.

                                1
<PAGE>

<TABLE>
                                FUND PERFORMANCE
                               As of April 30, 1997
<CAPTION>
                                       Six Months  Three Years  Five Years
                                          Ended       Ended       Ended
                                         4/30/97     4/30/97     4/30/97
<S>                                    <C>         <C>          <C>
Duff & Phelps Utilities
Tax-Free Income, Inc.1                    1.15%        7.84%       8.77%

Average Lipper General and Insured

Leveraged Municipal Bond Fund Index2      1.91%        7.92%       8.24%
</TABLE>

    1 Source:  Lipper Analytical Services, Inc.  Total return of the 
Fund as calculated for the period ended April 30, 1997 is 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 63 closed-end funds for the six 
months ended April 30, 1997, 62 closed-end funds for the three 
years ended April 30, 1997 and 34 closed-end funds for the five 
years ended April 30, 1997 in the General and Insured Leveraged 
Municipal Bond Fund Index according to Lipper Analytical Services, Inc.

              FUND DIVERSIFICATION

Quality(D)                 Market Sectors
- ------------------------------------------------------
AAA     48%            Electric Utilities     29%
AA      27             Non-Utilities          26
A       11             Pollution Control      21
BBB     14             Water/Sewer Revenue    11
                       Prerefunded Utilites    8
                       Cash                    5
- ------------------------------------------------------
(D) Duff & Phelp's ratings.

The Municipal Market and Your Fund

     While U.S. Treasury rates have risen slightly over the last 
six months, tax-exempt interest rates have remained virtually 
unchanged.  There have been two major factors driving the strong 
relative performance of the municipal market over this period.  
First, issuance of municipal bonds has declined somewhat on a 
year over year basis, driven primarily by the increase in 
tax-exempt financing rates.  Second, demand for tax-exempt 
income has increased as concerns over a "flat tax" have, for 
the most part, evaporated from the municipal market.

     Within the Fund, we continue to emphasize higher quality 
issues, with an average quality rating of AA/Aa and 75% of the 
issues rated AA or higher.  We have maintained a very high 
quality emphasis, in response to an environment of heightened 
municipal credit risk, particularly in the electric 

                           2
<PAGE>

utility sector which continues to be plagued by the 
rising threat of deregulation.  Additionally, we have 
employed diversification as an effective tool to mitigate 
the level of exposure to the sector in the portfolio.  
Consequently, electric utility exposure has been limited 
to an historically low level of 29% of the portfolio, and 
is offset by an historically high level in the non-utility 
sector of 26%.



Outlook

     Going forward, we believe the outlook for the municipal bond market 
and our Fund remains favorable.  The favorable combination of light 
municipal supply and strong demand from individuals should continue 
to provide a strong backdrop for the tax-exempt bond market.  In 
spite of growing credit concerns in the electric utility sector 
of the municipal market, we continue to mitigate this risk through 
an effective combination of strong credit quality and 
diversification.  Finally, we feel that at current levels, the 
dividend yield of 6.24% provides an extremely attractive level 
of tax-exempt income.

     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.

Sincerely,

Francis E. Jeffries, CFA
Chairman of the Board

Calvin J. Pedersen

President and Chief Executive Officer

                             3
<PAGE>
- ----------------------------------------------------------
DUFF & PHELPS UTILITIES
TAX-FREE INCOME INC.
Portfolio of Investments
April 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
- ----------------------------------------------------------
              Principal
  Moody's      Amount                                  Value
   Rating       (000)          Description (a)        (Note 1)
- ----------------------------------------------------------
<C>           <C>         <S>                       <C>
                          LONG-TERM INVESTMENTS--93.8%
                          California--15.4%
                          Foothill / Eastern Trans.
                            Corridor Agency
                            California Toll Road
                            Revenue
Baa            $ 5,640    6.00%, 1/1/34, Ser. A.... $  5,484,844
                          Fresno Swr. Rev.,
Aaa              3,030    6.00%, 9/1/09,
                            A.M.B.A.C..............    3,248,433
Aaa              2,000    6.25%, 9/1/14,
                            A.M.B.A.C..............    2,161,400
                          Pomona California Sngl.
                            Fam. Mortgage Rev.,
Aaa              2,705    7.375%, 8/1/10...........    3,005,904
                          Riverside County
                            California Sngl. Fam.
                            Rev., Mortgage Backed
Aaa              2,500    7.80%, 5/1/21, Ser. A....    3,087,025
                          San Bernardino County California
                            Residential Mtge. Rev.,
Aaa              7,840(c) 9.60%, 9/1/15
                            Prerefunded 9/1/96
                            @$100..................   10,879,411
                          Santa Monica Waste Wtr.
                            Enterprise Rev., Hyperion Proj.,
A1               2,000(c) 6.70%, 1/1/22, Ser. A,
                            Prerefunded 1/1/02
                            @$102..................    2,188,280
                                                    ------------
                                                      30,055,297
                                                    ------------
                          Colorado--5.8%
                          Colorado Hsg. Fin. Auth.,
                            Sngl. Fam. Prog.,
Aa2              2,670    8.00%, 6/1/25............    2,938,175
Aa2              1,570    8.125%, 6/1/25...........    1,764,083
                          Colorado Springs Utils.
                            Rev.,
Aa               2,300    6.50%, 11/15/15, Ser.
                            A......................    2,458,838
                          Platte River Pwr. Auth.
                            Rev.,
Aa3              4,000    6.875%, 6/1/16, Ser.
                            AA.....................    4,090,160
                                                    ------------
                                                      11,251,256
                                                    ------------
                          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..............    3,758,370
                                                    ------------
                          Florida--5.5%
                          Florida St. Bd. Ed. Cap.
                            Outlay, Pub. Ed.
Aa2            $ 5,000    5.25%, 6/1/23, Ser. D.... $  4,600,850
                          Martin Cnty. Ind. Dev.
                            Auth. Rev., Indiantown
                            Cogen Proj.
Baa3             1,000    7.875%, 12/15/25.........    1,127,870
                          Reedy Creek Impvt. Dist.
                            Utils. Rev., Ser. 1,
Aaa              5,500    5.00%, 10/1/19,
                            M.B.I.A................    4,977,225
                                                    ------------
                                                      10,705,945
                                                    ------------
                          Georgia--6.1%
                          Mun. Elec. Auth. Rev.,
                            Ser. X,
Aaa              2,750    6.50%, 1/1/20,
                            M.B.I.A................    3,042,682
Aaa              5,500    6.50%, 1/1/20,
                            A.M.B.A.C..............    6,085,365
                          Mun. Elec. Auth., Special Oblig.,
                            Fifth Crossover Ser. Proj. One,
Aaa              2,615    6.40%, 1/1/13,
                            A.M.B.A.C..............    2,851,135
                                                    ------------
                                                      11,979,182
                                                    ------------
                          Idaho--4.1%
                          Idaho Housing Agency,
                            Sngl. Fam. Mortgage
                            Senior
Aa               4,275    6.65%, 7/1/14, Ser. B....    4,480,670
Aaa              3,365    6.60%, 7/1/27, Ser. B....    3,471,301
                                                    ------------
                                                       7,951,971
                                                    ------------
                          Illinois--3.9%
                          Chicago Gas Supply Rev.,
                            (People's Gas, Lt. &
                            Coke Co.),
Aa3              4,600    6.875%, 3/1/15...........    4,930,648
                          Chicago Waterworks Rev.,
A1               2,500(c) 7.20%, 11/15/16, Ser.
                            1989
                            Prerefunded 11/15/99
                            @$102..................    2,705,000
                                                    ------------
                                                       7,635,648
                                                    ------------
                          Indiana--2.7%
                          Indiana Mun. Pwr. Agcy.,
                            Pwr. Supply Sys. Rev.,
Aaa              5,000    6.00%, 1/1/13,
                            M.B.I.A................    5,227,650
                                                    ------------
</TABLE>
                                          See Notes to Financial Statements.
                                       4
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------
<C>           <C>         <S>                       <C>
              Principal
  Moody's      Amount                                  Value
   Rating       (000)          Description (a)        (Note 1)
- ----------------------------------------------------------
                          Louisiana--5.7%
                          St. Charles Parish, Poll. Ctrl. Rev.,
                            (Louisiana Pwr. & Lt. Co.),
Baa3           $ 3,500    8.25%, 6/1/14............ $  3,793,300
Baa3             5,500    8.00%, 12/1/14, Ser.
                            1989...................    5,997,255
Aaa              1,250    7.00%, 12/1/22...........    1,365,100
                                                    ------------
                                                      11,155,655
                                                    ------------
                          Massachusetts--3.0%
                          Massachusetts St., Wtr.
                            Res. Auth., Ser. A,
Aaa              5,330    7.00%, 8/1/13,
                            M.B.I.A................    5,889,916
                                                    ------------
                          Nebraska--2.7%
                          Omaha Pub. Pwr. Dist.,
                            Elec. Rev.,
Aa2              2,500    6.15%, 2/1/12, Ser. B....    2,695,925
Aa2              2,500    6.20%, 2/1/17, Ser. B....    2,627,575
                                                    ------------
                                                       5,323,500
                                                    ------------
                          New York--10.9%
                          New York City Mun.
                            Assist. Corp.,
Aa2              1,000    5.20%, 7/1/08, Ser. E....      994,900
                          New York City Mun. Wtr.
                            Fin. Auth., Wtr. & Swr.
                            Sys. Rev.,
A2               3,760(c) 7.10%, 6/15/12
                            Prerefunded 6/15/01
                            @$101..................    4,115,207
                          New York St. Dorm. Auth.
                            Rev., Comsewogue Pub.
                            Lib. Insd.
Aaa              2,855    6.00%, 7/1/15,
                            M.B.I.A................    2,929,002
                          New York St. Energy
                            Research & Dev. Auth.
                            Facs. Rev.,
                            (Con Edison Co. of
                            N.Y.),
A1               3,000    6.75%, 1/15/27, Ser.
                            92A....................    3,149,790
A1               4,000    7.125%, 12/1/29..........    4,415,480
                          New York St. Envir. Fac.
                            Corp. Poll. Ctrl. Rev.,
Aaa              5,000    6.90%, 11/15/15..........    5,618,500
                                                    ------------
                                                      21,222,879
                                                    ------------
                          Pennsylvania--1.6%
                          Montgomery Cnty. Ind.
                            Dev. Auth., Poll. Ctrl.
                            Rev., (Philadelphia
                            Elec. Co.),
Aaa              3,000    6.70%, 12/1/21,
                            M.B.I.A................    3,226,200
                                                    ------------
                          Tennessee--1.6%
                          Tennessee Hsg. Dev.
                            Agcy., Mortgage Finance
Aaa              3,135    6.15%, 7/1/15, Ser. B....    3,196,383
                                                    ------------
                          Texas--6.9%
                          Brazos River Auth., Poll.
                            Ctrl. Rev., (Texas
                            Utils. Elec.),
Baa1           $ 8,000    7.875%, 3/1/21........... $  8,722,320
                          San Antonio Elec. & Gas
                            Rev.,
Aa1              4,500    6.50%, 2/1/12, Ser. B....    4,688,055
                                                    ------------
                                                      13,410,375
                                                    ------------
                          Washington--14.0%
                          Conservation & Renewable
                            Energy Sys.
                            Conservation Proj.
                            Rev.,
Aa1              2,600    6.875%, 10/1/11..........    2,914,340
                          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..................    5,524,750
                          Snohomish Cnty., Pub.
                            Utils. Dist. No. 1
                            Elec. Rev.,
A1               1,500    6.90%, 1/1/06, Ser. A....    1,602,195
A1               8,000    5.80%, 1/1/24............    7,644,480
                          Washington St. Pub. Pwr. Supply,
                            Nuclear Proj. No. 1 Rev.,
Aaa              2,500    6.875%, 7/1/17, Ser. A...    2,739,700
                          Nuclear Proj. No. 2 Rev.,
Aa1              2,400    6.00%, 7/1/07............    2,497,992
                          Nuclear Proj. No. 3 Rev.,
Aa1              2,170    6.75%, 7/1/05, Ser. A....    2,321,857
Aaa              1,000(c) 7.25%, 7/1/15, Ser. B
                            Prerefunded 1/1/00
                            @$102..................    1,083,740
Aa1              1,000    6.50%, 7/1/18............    1,036,290
                                                    ------------
                                                      27,365,344
                                                    ------------
                          Wyoming--2.0%
                          Wyoming St. Farm Loan
                            Board Capital Fac.
                            Rev.,
AA               4,000    5.75%, 10/1/20...........    3,984,480
                                                    ------------
                          Total long-term
                            investments
                            (cost $173,504,092)....  183,340,051
                                                    ------------
</TABLE>
                                          See Notes to Financial Statements.
                                       5
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------
<C>           <C>         <S>                       <C>
              Principal
  Moody's      Amount                                  Value
   Rating       (000)          Description (a)        (Note 1)
- ----------------------------------------------------------
                          SHORT-TERM INVESTMENTS--2.7%
                          Goldman Sachs Tax Exempt
                            Money Market Fund,
NR             $ 4,948    3.76%.................... $  4,947,790
                          California Poll. Ctrl.
                            Fin. Auth. Rev., So.
                            Cal. Ed., Ser. 86B
VMIG1              300    3.85%, 5/1/97,
                            F.R.D.D................      300,000
                                                    ------------
                          Total short-term
                            investments
                            (cost $5,247,790)......    5,247,790
                                                    ------------
                          Total Investments--96.5%
                            (cost $178,751,882)....  188,587,841
                          Other assets in excess of
                            liabilities--3.5%......    6,861,662
                                                    ------------
                          Net Assets--100%......... $195,449,503
                                                    ------------
                                                    ------------
</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
    Daily 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, 1997
(Unaudited)
- ----------------------------------------------------------
<TABLE>
<S>                                        <C>
Assets
Investments, at value (cost
  $178,751,882).........................   $188,587,841
Cash....................................         38,802
Interest receivable.....................      3,664,517
Receivable for investments sold.........      3,601,016
Deferred expenses and other assets......          3,034
                                           ------------
  Total assets..........................    195,895,210
                                           ------------
Liabilities
Accrued expenses........................        260,999
Dividends payable.......................         87,586
Advisory fee payable (Note 2)...........         74,709
Administration fee payable (Note 2).....         22,413
                                           ------------
  Total liabilities.....................        445,707
                                           ------------
Net Assets..............................   $195,449,503
                                           ------------
                                           ------------
Capital
Remarketed preferred stock ($.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
  8,388,723 issued and outstanding).....         83,887
Paid-in capital.........................    115,737,441
Undistributed net investment income.....      2,023,446
Accumulated net realized gain on
  investments...........................      2,768,770
Net unrealized appreciation on
  investments...........................      9,835,959
                                           ------------
  Net assets applicable to common stock
    (equivalent to $15.55 per share
    based on 8,388,723 shares
    outstanding)........................    130,449,503
                                           ------------
  Total capital (Net assets)............   $195,449,503
                                           ------------
                                           ------------
</TABLE>
See Notes to Financial Statements.        See Notes to Financial Statements.
                                       6
<PAGE>
- ----------------------------------------------------------
DUFF & PHELPS UTILITIES
TAX-FREE INCOME INC.
Statement of Operations
Six Months Ended April 30, 1997
(Unaudited)
- ----------------------------------------------------------
<TABLE>
<S>                                         <C>
Net Investment Income
Income
  Interest...............................   $ 5,914,333
                                            -----------
Expenses
  Investment advisory fee................       490,235
  Administration fee.....................       147,070
  Remarketing expense....................        83,000
  Directors' fees and expenses...........        49,000
  Reports to shareholders................        32,000
  Transfer agent's fees and expenses.....        32,000
  Custodian's fees and expenses..........        30,000
  Audit fee and expenses.................        21,000
  Registration expenses..................         8,000
  Legal fees and expenses................         5,000
  Amortization of deferred organization
  expense................................           900
  Miscellaneous..........................         5,316
                                            -----------
    Total expenses.......................       903,521
                                            -----------
Net investment income....................     5,010,812
                                            -----------
Realized and Unrealized Gain (Loss)
on Investments
Net realized gain on investment
  transactions...........................       106,498
Net change in unrealized
  appreciation/depreciation on
  investments............................    (2,321,104)
                                            -----------
Net realized and unrealized loss on
  investments............................    (2,214,606)
                                            -----------
Net Increase in Net Assets
Resulting from Operations................   $ 2,796,206
                                            -----------
                                            -----------
</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                       1997           1996
                                ------------   ------------
<S>                             <C>            <C>
Operations:
  Net investment income.......  $  5,010,812   $ 10,178,624
  Net realized gain on
    investment transactions...       106,498        538,321
  Net change in unrealized
    appreciation/depreciation
    of investments............    (2,321,104)      (565,783)
                                ------------   ------------
  Net increase in net assets
    resulting from
    operations................     2,796,206     10,151,162
Dividends and distributions:
  Dividends to common
    shareholders from net
    investment income.........    (4,065,804)    (8,081,172)
  Dividends to preferred
    shareholders from net
    investment income.........    (1,133,080)    (2,271,066)
  Distributions to
    shareholders from net
    realized gains
    Common....................       --            (251,153)
    Preferred.................       --             (81,973)
                                ------------   ------------
Capital share transactions
  (Note 4):
  Value of Fund shares issued
    to shareholders in
    reinvestment of
    dividends.................       173,484         88,551
                                ------------   ------------
Total (decrease)..............    (2,229,194)      (445,651)
Net Assets
Beginning of period...........   197,678,697    198,124,348
                                ------------   ------------
End of period.................  $195,449,503   $197,678,697
                                ------------   ------------
                                ------------   ------------
</TABLE>
See Notes to Financial Statements.        See Notes to Financial Statements.
                                       7

<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:                                     1997           1996         1995         1994         1993           1992
                                               -----------     --------     --------     --------     --------     ------------
<S>                                            <C>             <C>          <C>          <C>          <C>          <C>
Net asset value, beginning of period.......     $    15.84     $  15.90     $  14.23     $  16.41     $  14.14       $    14.05
                                               -----------     --------     --------     --------     --------     ------------
  Net investment income(g).................            .60         1.21         1.24         1.24         1.24             1.06
  Net realized and unrealized gain (loss)
  on investments(g)........................           (.27)          --         1.70        (2.25)        2.19              .20
                                               -----------     --------     --------     --------     --------     ------------
Net increase (decrease) from investment
  operations...............................            .33         1.21         2.94        (1.01)        3.43             1.26
                                               -----------     --------     --------     --------     --------     ------------
Dividends from net investment income to:
  Preferred shareholders...................           (.14)        (.27)        (.31)        (.21)        (.20)            (.18)
                                               -----------     --------     --------     --------     --------     ------------
  Common shareholders......................           (.48)        (.96)        (.96)        (.96)        (.96)            (.72)
                                               -----------     --------     --------     --------     --------     ------------
Distributions from net realized gains to:
  Preferred shareholders...................             --         (.01)          --           --           --               --
                                               -----------     --------     --------     --------     --------     ------------
  Common shareholders......................             --         (.03)          --           --           --               --
                                               -----------     --------     --------     --------     --------     ------------
Capital charge with respect to issuance of
  common stock.............................             --           --           --           --           --             (.27)
                                               -----------     --------     --------     --------     --------     ------------
Net asset value, end of period(b)..........     $    15.55     $  15.84     $  15.90     $  14.23     $  16.41       $    14.14(c)
                                               -----------     --------     --------     --------     --------     ------------
                                               -----------     --------     --------     --------     --------     ------------
Per share market value, end of period(b)...     $    15.38     $  15.13     $  14.38     $  13.25     $  16.63       $    14.75
                                               -----------     --------     --------     --------     --------     ------------
                                               -----------     --------     --------     --------     --------     ------------
TOTAL INVESTMENT RETURN OF COMMON
SHAREHOLDERS(d)............................           4.84%       12.19%       16.03%      (13.93)%      19.88%           10.32%
RATIOS TO AVERAGE NET ASSETS OF COMMON
SHAREHOLDERS:(f)
Operating expenses.........................           1.38%(e)     1.35%        1.37%        1.35%        1.40%            1.35%(e)
Net investment income......................           7.66%(e)     7.69%        8.15%        8.04%        8.00%            8.23%(e)
SUPPLEMENTAL DATA:
Average net assets of common shareholders
  (000)....................................     $  131,995     $132,361     $127,112     $129,300     $129,036       $  114,518
Portfolio turnover.........................              2%          10%          66%          37%           1%              35%
Net assets of common shareholders, end of
  period (000).............................     $  130,450     $132,678     $133,124     $119,090     $137,104       $  117,211
Asset coverage per share of preferred
  stock, end of period.....................     $  150,346     $152,126     $152,403     $141,607     $155,465       $  140,162
Preferred stock outstanding (000)..........     $   65,000     $ 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>
- ----------------------------------------------------------
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. Net 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. For the current fiscal year end the Fund has
retained net realized capital gains. Proper accrual for the tax liability has
been made with respect to these undistributed 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.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
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 Phoenix Duff & Phelps Corporation, and an
Administration Agreement with Prudential Mutual Fund Management LLC. ('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
                                       9
<PAGE>
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.

Note 3. Portfolio             Purchases and sales of invest-
Securities                    ment securities, other than 
                              short-term investments, for the six months ended
April 30, 1997 aggregated $3,007,742 and $3,820,000, respectively.
   The Federal income tax basis of the Fund's investments at April 30, 1997 was
substantially the same as the basis for financial reporting, and, accordingly,
net unrealized appreciation for federal income tax purposes was $9,835,959
(gross unrealized appreciation--$10,080,884; gross unrealized
depreciation--$244,925).
                              
Note 4. Capital               There are 600 million shares of
                              $.01 par value common
                              stock authorized.
   During the six months ended April 30, 1997 the Fund issued 11,253 common
shares in connection with the reinvestment of dividends. For the year ended
October 31, 1996 the Fund did issue 5,709 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 4.50% to
3.15% during the six months ended April 30, 1997.
   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, 1997,
                              dividends declared and paid on preferred shares
totalled $199,264. On May 1, and June 2, 1997, the Board of Directors of the
Fund declared dividends of $.08 per common share payable on May 30, and June 30,
1997, respectively, to common shareholders of record on May 15, and June 15,
1997, respectively.
                                       10

<PAGE>
            Directors
            Francis E. Jeffries, Chairman
            E. Virgil Conway
            William W. Crawford
            William N. Georgeson
            Philip R. McLoughlin
            Everett L. Morris
            Eileen A. Moran
            Richard A. Pavia
            Harry Dalzell-Payne

            Officers
            Calvin J. Pedersen, President & Chief Executive
              Officer
            James P. Wehr, Vice President & Chief Investment
              Officer
            Thomas N. Steenburg, Secretary
            Forest D. Richardson, 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 LLC.
            Gateway Center Three
            100 Mulberry Street
            Newark, NJ 07102-4077
            Call toll free (800) 225-1852

            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
            233 South Wacker Drive
            Chicago, IL 60606

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

              The accompanying financial statements as of April 30, 1997 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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