VOYAGEUR TAX EXEMPT TRUST SERIES 8, S-6EL24, 1996-08-23

VOYAGEUR TAX EXEMPT TRUST SERIES 8
S-6EL24, 1996-08-23

Previous: WINTHROP OPPORTUNITY FUNDS, 497, 1996-08-23

Next: VIDEOLAN TECHNOLOGIES INC /DE/, 8-K, 1996-08-23

FILE NO: 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM S-6

For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2.

A. Exact name of Trust: VOYAGEUR TAX-EXEMPT TRUST, Series 8

B. Name of Depositor: VOYAGEUR FUND MANAGERS, INC.

C Complete address of Depositor's principal executive offices:

90 South Seventh Street, Suite 4400
Minneapolis, Minnesota 55402

D. Name and complete address of agents for service:

VOYAGEUR FUND MANAGERS, INC. CHAPMAN AND CUTLER
Attention: Thomas J. Abood Attention: Mark J. Kneedy
90 South Seventh Street, Suite 4400 111 West Monroe Street
Minneapolis, Minnesota 55402 Chicago, Illinois 60603

E. Title and amount of securities being registered: An indefinite number of
Units of proportionate interest pursuant to Rule 24f-2 under the Investment
Company Act of 1940

F. Proposed maximum offering price to the public of the securities being
registered: Indefinite

G. Amount of registration fee: $500.00

H. Approximate date of proposed sale to the public:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT
/ / Check box if it is proposed that this filing will become effective
__________pursuant to Rule 487

________________________________________________________________________________
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.

VOYAGEUR TAX-EXEMPT TRUST
SERIES 8

CROSS REFERENCE SHEET

Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933

(Form N-8B-2 Items Required by Instruction
1 as to Prospectus on Form S-6)
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
----------- ---------------------

I. ORGANIZATION AND GENERAL INFORMATION

<S> <C> <C>
1. (a) Name of trust )
(b) Title of securities issued ) Prospectus Front Cover Page

2. Name and address of Depositor ) Introduction
) Summary of Essential Financial
) Information
) Trust Administration

3. Name and address of Trustee ) Introduction
) Summary of Essential Financial
) Information
) Trust Administration

4. Name and address of principal ) Underwriting
underwriter )

5. Organization of trust ) Introduction

6. Execution and termination of ) Introduction
Trust Indenture and Agreement ) Trust Administration

7. Changes of Name ) *

8. Fiscal year ) *

9. Material Litigation ) *

II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

10. General information regarding ) Introduction
trust's securities and rights ) Rights of Unitholders
of security holders ) The Fund
) Trust Administration

11. Type of securities comprising ) Introduction
units ) The Fund
) The Trusts

12. Certain information regarding ) *
periodic payment certificates )

13. (a) Load, fees, charges and ) Introduction
expenses ) Summary of Essential Financial
) Information
) Public Offering
) Trust Information
) Trust Administration

(b) Certain information regard- ) *
ing periodic payment plan )
certificates )

(d) Certain other fees, ) Public Offering
expenses or charges ) Trust Administration
payable by holders ) Trust Operating Expenses

(e) Certain profits to be ) Public Offering
received by depositor, ) Underwriting

principal underwriter, ) The Trusts
trustee or affiliated persons ) Trust Operating Expenses

(f) Ratio of annual charges ) *
to income )

14. Issuance of trust's securities ) The Fund

15. Receipt and handling of payments ) *
from purchasers )

16. Acquisition and disposition of ) Introduction
underlying securities ) Rights of Unitholders
) Trust Administration

17. Withdrawal or redemption ) Rights of Unitholders
) Trust Administration

18. (a) Receipt and disposition ) Introduction
of income ) Rights of Unitholders

(b) Reinvestment of distribu- ) Rights of Unitholders
tions )

) Trust Administration

(d) Schedule of distributions ) Summary of Essential Financial Information

19. Records, accounts and reports ) Rights of Unitholders
) Trust Administration

20. Certain miscellaneous provisions ) Trust Administration
of trust agreement )

21. Loans to security holders ) *

22. Limitations on liability )

) Trust Administration

23. Bonding arrangements ) *

24. Other material provisions of ) *
trust indenture or agreement )

III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

25. Organization of Depositor ) Trust Administration

26. Fees received by Depositor ) Trust Administration

27. Business of Depositor ) Trust Administration

28. Certain information as to )
officials and affiliated ) *
persons of Depositor )

29. Companies owning securities of ) *
Depositor )

30. Controlling persons of Depositor ) *

31. Compensation of Directors ) *

32. Compensation of Directors ) *

33. Compensation of Employees ) *

34. Compensation to other persons ) Public Offering

IV. DISTRIBUTION AND REDEMPTION OF SECURITIES

35. Distribution of trust's ) Rights of Unitholders
securities )

36. Suspension of sales of trust's ) *
securities )

37. Revocation of authority to ) *
distribute )

38. (a) Method of distribution )

(b) Underwriting agreements ) Underwriting

39. (a) Organization of principal )
underwriter )

) Trust Administration

(b) N.A.S.D. membership by )
principal underwriter )

40. Certain fees received by ) *
principal underwriter )
41. (a) Business of principal ) Trust Administration
underwriter )

(b) Branch offices of principal ) *
underwriter )

42. Ownership of securities of the ) *
trust )

43. Certain brokerage commissions )
received by principal ) *
underwriter )

44. (a) Method of valuation ) Introduction
) Summary of Essential Financial
) Information
) Public Offering
) Trust Administration
) Rights of Unitholders

(b) Schedule as to offering ) *
price )

45. Suspension of redemption rights ) Rights of Unitholders

46. (a) Redemption valuation ) Rights of Unitholders
) Trust Administration

(b) Schedule as to redemption ) *
price )

47. Purchase and sale of interests )
in underlying securities ) Trust Administration

V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48. Organization and regulation of ) Trust Administration
trustee )
49. Fees and expenses of trustee ) Summary of Essential Financial
) Information
) Trust Administration

50. Trustee's lien ) Trust Administration

VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES

51. Insurance of holders of trust's )
securities ) *

VII. POLICY OF REGISTRANT

52. (a) Provisions of trust agree- )
ment with respect to )
replacement or elimi- ) The Fund
nation of portfolio )
securities )

(b) Transactions involving )
elimination of underlying ) *
securities )

(d) Fundamental policy not ) *
otherwise covered )

53. Tax status of trust ) Tax Status
) The Trusts

VIII. Financial and Statistical Information

54. Trust's securities during ) *
last ten years )

55. )
)

56. Certain information regarding ) *
)

57. Periodic payment certificates )

58. )

59. Financial statements (Instruc- ) Other Matters
tions 1(c) to Form S-6) )
</TABLE>

- ----------------------------------
* Inapplicable, omitted, answer negative or not required

SUBJECT TO COMPLETION
Preliminary Prospectus Dated August 23, 1996

VOYAGEUR TAX-EXEMPT TRUST

1,000 Units Series 8
(A Unit Investment Trust)

The attached final Prospectus for a prior Series of the Fund is hereby used
as a preliminary Prospectus for the above stated Series. The narrative
information and structure of the attached final Prospectus will be substantially
the same as that of the final Prospectus for this Series. Information with
respect to pricing, the number of Units, dates and summary information regarding
the characteristics of securities to be deposited in this Series is not now
available and will be different since each Series has a unique Portfolio.
Accordingly the information contained herein with regard to the previous Series
should be considered as being included for informational purposes only. Ratings
of the securities in this Series are expected to be comparable to those of the
securities deposited in the previous Series. However, the Estimated Current
Return for this Series will depend on the interest rates and offering prices of
the securities in this Series and may vary materially from that of the previous
Series.

A registration statement relating to the units of this Series will be filed
with the Securities and Exchange Commission but has not yet become effective.
Information contained herein is subject to completion or amendment. Such Units
may not be sold nor may offer to buy be accepted prior to the time the
registration statement becomes effective. This Prospectus shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of the Units in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such state.

(Incorporated herein by reference is the final prospectus from Voyageur
Tax-Exempt Trust, Series 7 (Registration No. 333-07491) as filed on July 18,
1996, which shall be used as a preliminary prospectus for the current Series of
the Fund.)

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
The consents of independent public accountants, rating services and
legal counsel

The following exhibits:

1.1 Standard Terms and Conditions of Trust - Voyageur Tax-Exempt Trust Series 1
and Subsequent Series dated January 19, 1995 (incorporated by reference to
Amendment No. 1 to Form S-6 filed on behalf Voyageur Tax-Exempt Trust
Series 5).
1.2 Form of Trust Indenture and Agreement for Voyageur Tax-Exempt Trust, Series
8 (to be filed by Amendment).
2. Opinion of counsel to the Sponsor as to legality of the Securities being
registered including a consent to the use of its name under the headings
"Tax Status" and "Legal Opinions" in the Prospectus and opinion of counsel
as to Federal income tax status of the securities being registered and
certain state tax matters (to be filed by Amendment).
3. None.
4. Not Applicable.
5. Financial Data Schedules filed electronically as Exhibit(s) 27 pursuant to
Rule 401 of Regulation S-T (to be filed by Amendment). 6. Written Consents
(a) Consent of George K. Baum & Company (to be filed by Amendment)
(b) Consent of KPMG Peat Marwick LLP (to be filed by Amendment)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Voyageur Tax-Exempt Trust, Series 8, has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Minneapolis and State of Minnesota on the 23rd day of August, 1996.

VOYAGEUR TAX-EXEMPT TRUST, SERIES 8
(Registrant)

By: Voyageur Fund Managers, Inc.
(Depositor)

By /s/THOMAS J. ABOOD
----------------------------------
General Counsel and
Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on August 23, 1996.

SIGNATURE TITLE

/s/MICHAEL E. DOUGHERTY
- -----------------------
Michael E. Dougherty Chairman of the Board
and Director

/s/JOHN G. TAFT
- -----------------------
John G. Taft Chief Executive Officer
and Director

/s/EDWARD J. KOHLER
- -----------------------
Edward J. Kohler Director

FRANK C. TONNEMAKER
- -----------------------
Frank C. Tonnemaker Director

JANE M. WYATT
- -----------------------
Jane M. Wyatt Director

THOMAS J. ABOOD
---------------
Thomas J. Abood

Thomas J. Abood signs this document pursuant to a Power of Attorney filed
with the Securities and Exhange Commission with the Registration Statement on
Form S-6 for Voyageur Tax-Exempt Trust, Series 5 (Registration No.
33-62682).