PART B--STATEMENT OF ADDITIONAL INFORMATION

                                                 APRIL 29, 1996
                                   (as revised December 17, 1996)
    

TAX-FREE PENNSYLVANIA FUND



1818 Market Street
Philadelphia, PA  19103


For Prospectus and Performance:  Nationwide 800-523-4640

Information on Existing Accounts: (SHAREHOLDERS ONLY) 
     Nationwide 800-523-1918

Dealer Services:  (BROKER/DEALERS ONLY) 
     Nationwide 800-362-7500


TABLE OF CONTENTS


Cover Page                                                       

Investment Objective and Policy                                  

Performance Information                                          

Trading Practices and Brokerage                                  

Purchasing Shares                                                

Investment Plans                                                 

Determining Offering Price and
     Net Asset Value                                             

Redemption and Repurchase                                        

Dividends and Distributions                                      

Taxes                                                            

Investment Management Agreement                                  

Officers and Trustees                                            

Exchange Privilege                                               

General Information                                              

Appendix A--Description of Ratings                               

Appendix B--Tax Exempt vs Taxable Yields                         

Appendix C--Investing in Pennsylvania Tax-Exempt Obligations     

Financial Statements                                             

        













     This Statement of Additional Information ("Part B" of the
registration statement) supplements the information contained in
the current Prospectus of DMC Tax-Free Income Trust-Pennsylvania
(which is known and does business as Tax-Free Pennsylvania Fund)
(the "Fund") dated April 29, 1996, as it may be amended from time
to time.  It should be read in conjunction with the Fund's
Prospectus.  Part B is not itself a prospectus but is, in its
entirety, incorporated by reference into the Prospectus.  The
Fund's Prospectus may be obtained by writing or calling your
investment dealer or by contacting the Fund's national
distributor, Delaware Distributors, L.P. (the "Distributor"),
1818 Market Street, Philadelphia, PA 19103.
     The Fund offers three classes of shares (individually, a
"Class" and collectively, the "Classes"):  Tax-Free Pennsylvania
Fund A Class ("Class A Shares"), Tax-Free Pennsylvania Fund B
Class ("Class B Shares") and Tax-Free Pennsylvania Fund C Class
("Class C Shares").  Class B Shares and Class C Shares may be
purchased at a price equal to the next determined net asset value
per share.  Class A Shares may be purchased at the public
offering price, which is equal to the next determined net asset
value per share, plus a front-end sales charge.  Class A Shares
are subject to a maximum front-end sales charge of 4.75% and
annual 12b-1 Plan expenses of up to .30%.  Class B Shares are
subject to a contingent deferred sales charge ("CDSC") which may
be imposed on redemptions made within six years of purchase and
annual 12b-1 Plan expenses of up to 1% which are assessed against
Class B Shares for approximately eight years after purchase.  See
Automatic Conversion of Class B Shares under Classes of Shares in
the Classes' Prospectus.  Class C Shares are subject to a CDSC
which may be imposed on redemptions made within 12 months of
purchase and annual 12b-1 Plan expenses of up to 1%, which are
assessed against Class C Shares for the life of the investment. 
All references to "shares" in this Part B refer to all Classes of
shares of the Fund, except where noted.




















INVESTMENT OBJECTIVE AND POLICY

     The objective of the Fund is to seek as high a level of
current interest income exempt from federal income tax and
certain Pennsylvania state and local taxes as is available from
municipal bonds and as is consistent with preservation of
capital.  There is no assurance that this objective can be
achieved.  This objective is a matter of fundamental policy and
may not be changed without shareholder approval.
     The Fund seeks to achieve this objective by investing its
assets in a nondiversified portfolio of debt obligations issued
by or on behalf of the Commonwealth of Pennsylvania and its
political subdivisions, agencies, authorities and
instrumentalities, certain interstate agencies, Puerto Rico, the
Virgin Islands and certain other territories and qualified
obligations of the United States that pay interest income which,
in the opinion of counsel, is exempt from federal income taxes
and from certain Pennsylvania state and local taxes.  However,
the Fund may invest not more than 20% of its assets in debt
obligations issued by other states.
     The Fund intends to invest at least 80% of its net assets in
Pennsylvania tax-exempt debt obligations which are rated by
Standard & Poor's Ratings Group ("S&P") or Moody's Investors
Service, Inc. ("Moody's") at the time of purchase as being within
their top four grades, or which are unrated but considered by
Delaware Management Company, Inc. (the "Manager") to be
comparable in quality to the top four grades.  The fourth grade
is considered medium grade and may have speculative
characteristics.  The Fund may also invest up to 20% of its net
assets in securities with grades lower than the top four grades
of S&P or Moody's, and in comparable unrated securities.  These
securities are speculative and may involve greater risk and have
higher yields. 
     See Appendix A for a description of S&P and Moody's ratings.
     The Fund may invest more than 25% of its assets in municipal
obligations relating to similar types of projects or with other
similar economic, business or political characteristics (such as
bonds of housing finance agencies or health care facilities).  In
addition, the Fund may invest more than 25% of its assets in
industrial development bonds or pollution control bonds which may
be backed only by the assets and revenues of a nongovernmental
user.
     The Fund may invest in restricted securities, including
unregistered securities eligible for resale without registration
pursuant to Rule 144A ("Rule 144A Securities") under the
Securities Act of 1933 (the "1933 Act").  Rule 144A Securities
may be freely traded among qualified institutional investors
without registration under the 1933 Act.
     Investing in Rule 144A Securities could have the effect of
increasing the level of the Fund's illiquidity to the extent that
qualified institutional buyers become, for a time, uninterested
in purchasing these securities.  After the purchase of a Rule
144A Security, however, the Board of Trustees and the Manager
will continue to monitor the liquidity of that security to ensure
that the Fund has no more than 10% of its net assets in illiquid
securities.
     The Fund may also invest in "when-issued securities" for
which the Fund will maintain a segregated account containing cash
or high-grade debt obligations which it will mark to market
daily.  When-issued securities involve commitments to purchase
new issues of securities which are offered on a when-issued basis
which usually involve delivery and payment up to 45 days after
the date of transaction.  During this period between the date of
commitment and the date of delivery, the Fund does not accrue
interest on the investment, but the market value of the bonds
could fluctuate.  This would result in the Fund having unrealized
appreciation or depreciation which would affect the net asset
value of its shares.
     The Fund will invest its assets in securities of varying
maturities, without limitation, depending on market conditions. 
Typically, the remaining maturity of municipal bonds will range
between five and 30 years.  From time to time, the Fund may also
invest in short-term, tax-free instruments such as tax-exempt
commercial paper and general obligation, revenue and project
notes.  The Fund may also invest in variable and floating rate
demand obligations (longer-term instruments with an interest rate
that fluctuates and a demand feature that allows the holder to
sell the instruments back to the issuer from time to time) but
does not intend to invest more than 5% of its net assets in these
instruments.  The Manager will attempt to adjust the maturity
structure of the portfolio to provide a high level of tax-exempt
income consistent with preservation of capital.
     Under abnormal conditions, the Fund may invest in taxable
instruments for temporary defensive purposes.  These would
include obligations of the U.S. government, its agencies and
instrumentalities.
     The principal risk to which the Fund is subject is price
fluctuation due to changes in interest rates caused by government
policies and economic factors which are beyond the control of the
investment manager.  In addition, although some municipal bonds
are government obligations backed by the issuer's full faith and
credit, others are only secured by a specific revenue source and
not by the general taxing power.  The Fund will invest in both
types.
     The Fund is registered as a nondiversified investment
company.  The Fund has the ability to invest as much as 50% of
its assets in as few as two issuers provided that no single
issuer accounts for more than 25% of the portfolio.  The
remaining 50% must be diversified so that no more than 5% is
invested in the securities of a single issuer.  Because the Fund
may invest its assets in fewer issuers, the value of Fund shares
may fluctuate more rapidly than if the Fund were fully
diversified.  In the event the Fund invests more than 5% of its
assets in a single issuer, it would be affected more than a
fully-diversified fund if that issuer encounters difficulties in
satisfying its financial obligations.  The Fund may invest
without limitation in U.S. government and government agency
securities backed by the U.S. government or its agencies or
instrumentalities.
     The Fund will invest in securities for income earnings
rather than trading for profit.  The Fund will not vary portfolio
investments, except to:
     1.   eliminate unsafe investments and investments not
consistent with the preservation of the capital or the tax status
of the investments of the Fund;
     2.   honor redemption orders, meet anticipated redemption
requirements, and negate gains from discount purchases;
     3.   reinvest the earnings from securities in like
securities; or
     4.   defray normal administrative expenses.

     Repurchase Agreements--While the Fund is permitted to do so,
it normally does not invest in repurchase agreements, except
under some circumstances to invest cash balances.
     The funds in the Delaware Group have obtained an exemption
from the joint-transaction prohibitions of Section 17(d) of the
Investment Company Act of 1940 (the "1940 Act") to allow the
Delaware Group funds jointly to invest cash balances.  The Fund
may invest cash balances in a joint repurchase agreement in
accordance with the terms of the Order and subject generally to
the conditions described below.
     A repurchase agreement is a short-term investment by which
the purchaser acquires ownership of a debt security and the
seller agrees to repurchase the obligation at a future time and
set price, thereby determining the yield during the purchaser's
holding period.  Should an issuer of a repurchase agreement fail
to repurchase the underlying security, the loss to the Fund, if
any, would be the difference between the repurchase price and the
market value of the security.  The Fund will limit its
investments in repurchase agreements to those which the Manager,
under the guidelines of the Board of Trustees, determines to
present minimal credit risks and which are of high quality.  In
addition, the Fund must have collateral of at least 100% of the
repurchase price, including the portion representing the Fund's
yield under such agreements which is monitored on a daily basis.

Municipal Bonds
     The term "municipal bonds" is generally understood to
include debt obligations issued to obtain funds for various
public purposes, including the construction of a wide range of
public facilities such as airports, bridges, highways, housing,
hospitals, mass transportation, schools, streets and water and
sewer works.  Other public purposes for which municipal bonds may
be issued include the refunding of outstanding obligations,
obtaining funds for general operating expenses and the obtaining
of funds to lend to other public institutions and facilities.  In
addition, certain types of industrial development bonds are
issued by or on behalf of public authorities to obtain funds to
provide privately-operated housing facilities, sports facilities,
convention or trade show facilities, airport, mass transit, port
or parking facilities, air or water pollution control facilities
and certain local facilities for water supply, gas, electricity
or sewage or solid waste disposals.  Such obligations are
included within the term "municipal bonds" provided that the
interest paid thereon qualifies as exempt from federal income tax
in the opinion of bond counsel to the issuer.  In addition, the
interest paid on industrial development bonds, the proceeds from
which are used for the construction, equipment, repair or
improvement of privately-operated industrial or commercial
facilities, may be exempt from federal income tax, although
current federal tax laws place substantial limitations on the
size of such issues.
     The practice has developed among municipal issuers of having
their issues insured by various companies.  In particular, the
Municipal Bond Insurance Association ("MBIA") and its affiliate,
Municipal Bond Investors Assurance Corporation ("MBIA Corp."),
Financial Guaranty Insurance Company ("FGIC") and the AMBAC
Indemnity Corporation ("AMBAC") are presently insuring a great
many issues.  It is expected that other insurance associations or
companies will enter this field, and that a substantial portion
of municipal bond issues available for investment by companies
such as the Fund will be insured.  Accordingly, from time to time
a substantial portion of the Fund's assets may be invested in
municipal bonds insured as to payment of principal and interest
when due by a single insurance company.  The Manager will review
the creditworthiness of the issuer and its ability to meet its
obligations to pay interest and repay principal and not the
creditworthiness of the private insurer.  However, since insured
obligations are typically rated in the top grades by Moody's and
S&P, most insured obligations will qualify for investment under
the Fund's ratings standards discussed above.  If the issuer
defaults on payment of interest or principal, the trustee and/or
payment agent of the issuer will notify the insurer who will make
payment to the bondholders.  There is no assurance that any
insurance company will meet its obligations.  The Fund believes
such investments are consistent with its fundamental investment
policies and restrictions.
     The two principal classifications of municipal bonds are
"general obligation" and "revenue" bonds.  General obligation
bonds are secured by the issuer's pledge of its full faith,
credit and taxing power for the payment of principal and
interest.  Revenue bonds are payable only from the revenues
derived from a particular facility or class of facilities or, in
some cases, from the proceeds of a special excise tax or other
specific revenue source, but not from the general taxing power. 
Tax-exempt industrial development bonds are in most cases revenue
bonds and do not generally carry the pledge of the credit of the
issuer of such bonds.  There are, of course, variations in the
security of municipal bonds, both within a particular
classification and between classifications.
     The yields on municipal bonds are dependent on a variety of
factors, including general money market conditions, general
conditions of the municipal bond market, size of a particular
offering, maturity of the obligations and rating of the issue. 
The imposition of the Fund's management fee, as well as other
operating expenses, will have the effect of reducing the yield to
investors.
     The Tax Reform Act of 1986 (the "Act") limits the amount of
new "private purpose" bonds that each state can issue and
subjects interest income from these bonds to the federal
alternative minimum tax.  "Private purpose" bonds are issues
whose proceeds are used to finance certain nongovernment
activities, and could include some types of industrial revenue
bonds such as privately-owned sports and convention facilities. 
The Act also makes the tax-exempt status of certain bonds depend
upon the issuer's compliance with specific requirements after the
bonds are issued.
     The Fund intends to seek to achieve a high level of tax-
exempt income.  However, if the Fund invests in newly-issued
private purpose bonds, a portion of Fund distributions would be
subject to the federal alternative minimum tax applicable to
certain shareholders.

Municipal Leases
     As stated in the Prospectus, a portion of the Fund's assets
may be invested in municipal lease obligations, primarily through
certificates of participation ("COPs").  COPs function much like
installment purchase agreements and are widely used by state and
local governments to finance the purchase of property.  The lease
format is generally not subject to constitutional limitations on
the issuance of state debt, and COPs enable a governmental issuer
to increase government liabilities beyond constitutional debt
limits.  A principal distinguishing feature separating COPs from
municipal debt is the lease, which contains a "nonappropriation"
or "abatement" clause.  This clause provides that, although the
municipality will use its best efforts to make lease payments, it
may terminate the lease without penalty if its appropriating body
does not allocate the necessary funds.  The Fund will invest only
in COPs rated within the four highest rating categories of
Moody's, S&P or Fitch Investors Service, Inc., or in unrated COPs
believed to be of comparable quality.
     The Fund follows certain guidelines to determine whether the
COPs held in the Fund's portfolio constitute liquid investments. 
These guidelines set forth various factors to be reviewed by the
Manager and which will be monitored by the Board.  Such factors
include (a) the credit quality of such securities and the extent
to which they are rated; (b) the size of the municipal securities
market for the Fund both in general and with respect to COPs; and
(c) the extent to which the type of COPs held by the Fund trade
on the same basis and with the same degree of dealer
participation as other municipal bonds of comparable credit
rating or quality.

     Investment Restrictions--The Fund has adopted the following
restrictions which, along with its investment objective, cannot
be changed without approval by the holders of a "majority of the
outstanding voting shares" of the Fund, which is a vote by the
holders of the lesser of a) 67% or more of the voting securities
present in person or by proxy at a meeting, if the holders of
more than 50% of the outstanding voting securities are present or
represented by proxy; or b) more than 50% of the outstanding
voting securities.  The percentage limitations contained in the
restrictions and policies set forth herein apply at the time of
purchase of securities.
     The Fund shall not:
     1.   Purchase securities other than municipal bonds and
taxable short-term investments as defined above.
     2.   Borrow money in excess of 10% of the value of its
assets and then only as a temporary measure for extraordinary
purposes.  Any borrowing will be done from a bank and to the
extent that such borrowing exceeds 5% of the value of the Fund's
assets, asset coverage of at least 300% is required.  In the
event that such asset coverage shall at any time fall below 300%,
the Fund shall, within three days thereafter (not including
Sunday or holidays) or such longer period as the Securities and
Exchange Commission may prescribe by rules and regulations,
reduce the amount of its borrowings to such an extent that the
asset coverage of such borrowings shall be at least 300%.  The
Fund will not issue senior securities as defined in the 1940 Act,
except for notes to banks.  Investment securities will not
normally be purchased while there is an outstanding borrowing.
     3.   Sell securities short.
     4.   Write or purchase put or call options.
     5.   Underwrite the securities of other issuers, except that
the Fund may participate as part of a group in bidding for the
purchase of municipal bonds directly from an issuer for its own
portfolio in order to take advantage of the lower purchase price
available to members of such a group; nor invest more than 10% of
the value of the Fund's net assets in illiquid assets.
      6.  Purchase or sell commodities or commodity contracts.
      7.  Purchase or sell real estate, but this shall not
prevent the Fund from investing in municipal bonds secured by
real estate or interests therein.
      8.  Make loans to other persons except through the use of
repurchase agreements or the purchase of commercial paper.  For
these purposes the purchase of a portion of debt securities which
is part of an issue to the public shall not be considered the
making of a loan.  Not more than 10% of the Fund's total assets
will be invested in repurchase agreements and other assets
maturing in more than seven days.
      9.  With respect to 50% of the value of the assets of the
Fund, invest more than 5% of its assets in the securities of any
one issuer or invest in more than 10% of the outstanding voting
securities of any one issuer, except that U.S. government and
government agency securities backed by the U.S. government or its
agencies or instrumentalities may be purchased without
limitation.  For the purposes of this limitation, the Fund will
regard the state and each political subdivision, agency or
instrumentality of the state, and each multistate agency of which
the state is a member as a separate issuer.
     10.  Invest in companies for the purpose of exercising
control.
     11.  Invest in securities of other investment companies,
except as they may be acquired as part of a merger, consolidation
or acquisition of assets.
     12.  Invest more than 25% of its total assets in any
particular industry or industries, except that the Fund may
invest more than 25% of the value of its total assets in
municipal bonds, including industrial development and pollution
control bonds, and in obligations issued or guaranteed by the
U.S. government, its agencies or instrumentalities.
     Although not a fundamental investment restriction, the Fund
currently does not invest its assets in real estate limited
partnerships or oil, gas and other mineral leases.
     From time to time, more than 10% of the Fund's assets may be
invested in municipal bonds insured as to payment of principal
and interest by a single insurance company.  The Fund believes
such investments are consistent with the foregoing restrictions. 
If a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentages resulting
from change in value of net assets will not result in a violation
of the restrictions.

Special Considerations Relating to Pennsylvania Tax-Exempt
Securities
     The Fund concentrates its investments in the Commonwealth of
Pennsylvania.  Therefore, there are risks associated with the
Fund that would not be present if the Fund were diversified
nationally.  These risks include any new legislation that would
adversely affect Pennsylvania tax-exempt obligations, regional or
local economic conditions that could adversely affect these
obligations, and differing levels of supply and demand for
municipal bonds particular to the Commonwealth of Pennsylvania.























PERFORMANCE INFORMATION

     From time to time, the Fund may state total return for each
Class in advertisements and other types of literature.  Any
statement of total return performance data will be accompanied by
information on the Fund's average annual compounded total rate of
return for that Class over, as relevant, the most recent one-,
five- and ten-year (or life of fund, if applicable) periods.  The
Fund may also advertise aggregate and average total return
information for each Class over additional periods of time.
     The average annual total rate of return for a Class is based
on a hypothetical $1,000 investment that includes capital
appreciation and depreciation during the stated periods.  The
following formula will be used for the actual computations:

                                          n
                                     P(1+T)   =  ERV

Where:   P     =    a hypothetical initial purchase order of
                    $1,000 from which, in the case of only Class
                    A Shares, the maximum front-end sales charge,
                    if any, is deducted;

         T     =    average annual total return;

         n     =    number of years;

       ERV     =    redeemable value of the hypothetical $1,000
                    purchase at the end of the period after the
                    deduction of the applicable CDSC, if any,
                    with respect to Class B Shares and Class C
                    Shares.

     In presenting performance information for Class A Shares,
the Limited CDSC, applicable only to certain redemptions of those
shares, will not be deducted from any computation of total
return.  See the Prospectus for the Classes for a description of
the Limited CDSC and the limited instances in which it applies. 
All references to contingent deferred sales charge or a CDSC in
this Performance Information section will apply to Class B Shares
or Class C Shares.
     Aggregate or cumulative total return is calculated in a
similar manner, except that the results are not annualized.  Each
calculation assumes the maximum front-end sales charge, if any,
is deducted from the initial $1,000 investment at the time it is
made with respect to the Class A Shares and that all
distributions are reinvested at net asset value and, with respect
to the Class B Shares and Class C Shares, reflects the deduction
of the CDSC that would be applicable upon complete redemption of
such shares.  In addition, the Fund may present total return
information that does not reflect the deduction of the maximum
front-end sales charge or any applicable CDSC.
     The performance of Class A Shares and Class B Shares, as
shown below, is the average annual total return quotations
through February 29, 1996.  The average annual total return for
Class A Shares at offer reflects the maximum front-end sales
charges paid on the purchase of shares.  The average annual total
return for Class A Shares at net asset value (NAV) does not
reflect the payment of the maximum front-end sales charge of
4.75%.
     The average annual total return for Class B Shares including
deferred sales charge reflects the deduction of the applicable
CDSC that would be paid if the shares were redeemed at February
29, 1996.  The average annual total return for Class B Shares
excluding deferred sales charge assumes the shares were not
redeemed at February 29, 1996 and therefore does not reflect the
deduction of a CDSC.
     Securities prices fluctuated during the periods covered and
past results should not be considered as representative of future
performance.  

                    Average Annual Total Return
               Class A Shares(1)   Class A Shares(1)
               (at Offer)          (at NAV)
1 year
 ended
2/29/96        4.82%               10.08%

3 years
 ended
2/29/96        3.77%               5.47%

5 years
 ended
2/29/96        7.04%               8.09%

10 years
 ended
2/29/96        7.19%               7.71%

15 years
 ended
2/29/96        9.47%               9.82%

 Period
3/23/77(2)
through
2/29/96        6.49%               6.77%

(1)  Performance figures for periods after May 31, 1992 reflect
     applicable Rule 12b-1 distribution expenses.  Future
     performance will be affected by such expenses.
(2)  Date of initial public offering of Class A Shares.





                  Average Annual Total Return
               Class B Shares Class B Shares
               (Including     (Excluding
               Deferred Sales Deferred Sales 
               Charge)        Charge)
1 year
ended
2/29/96        5.19%          9.19%

Period
5/2/94(1)
through
2/29/96        4.42%          6.51%

(1)  Date of initial public offering of Class B Shares.


     The performance of Class C Shares, as shown below, is the
aggregate total return quotation through February 29, 1996.  The
aggregate total return for Class C Shares including deferred
sales charge reflects the deduction of the applicable CDSC that
would be paid if the shares were redeemed at February 29, 1996. 
The aggregate total return for Class C Shares excluding deferred
sales charge assumes the shares were not redeemed at February 29,
1996 and therefore does not reflect the deduction of a CDSC.

                   Aggregate Total Return
          Class C Shares   Class C Shares
          (Including       (Excluding
          Deferred         Deferred
          Sales Charge)    Sales Charge)
Period
11/29/95(1)
through
2/29/96        0.20%        1.19%

(1)  Date of initial public offering; total return for this short
     of a time period may not be representative of longer-term
     results.


     As stated in the Prospectus, the Fund may also quote its
current yield for each Class in advertisements and investor
communications.










     The yield computation is determined by dividing the net
investment income per share earned during the period by the
maximum offering price per share on the last day of the period
and annualizing the resulting figure, according to the following
formula:

                             a -- b
                              ----      6
                  YIELD =  2[(  cd   + 1)  - 1]

Where:    a    =    dividends and interest earned during the
                    period;

          b    =    expenses accrued for the period (net of
                    reimbursements);

          c    =    the average daily number of shares
                    outstanding during the period that were
                    entitled to receive dividends;

          d    =    the maximum offering price per share on the
                    last day of the period.



     The above formula will be used in calculating quotations of
yield of each Class, based on specified 30-day periods identified
in advertising by the Fund.  The yields of Class A Shares, Class
B Shares and Class C Shares as of February 29, 1996 using this
formula were 4.59%, 4.03% and 4.03%, respectively.  Yield
calculations assume the maximum front-end sales charge, if any,
and does not reflect the deduction of any CDSC or Limited CDSC. 
Actual yield may be affected by variations in sales charges on
investments.
     Past performance, such as is reflected in quoted yields,
should not be considered as a representation of the results which
may be realized from an investment in any Class of the Fund in
the future.
     The Fund may also publish a tax-equivalent yield concerning
a Class based on federal and, if applicable, state tax rates,
which demonstrates the taxable yield necessary to produce an
after-tax yield equivalent to such Class' yield.  For the 30-day
period ended February 29, 1996, the tax-equivalent yield of Class
A Shares, Class B Shares and Class C Shares was 6.65%, 5.84% and
5.84%, respectively, assuming a federal income tax rate of 31%. 
These yields were computed by dividing that portion of a Class'
yield which is tax-exempt by one minus a stated income tax rate
(in this case, a federal income tax rate of 31%) and adding the
product to that portion, if any, of the yield that is not tax-
exempt.  In addition, the Fund may advertise a tax-equivalent
yield assuming other income tax rates, when applicable.
     Investors should note that the income earned and dividends
paid by the Fund will vary with the fluctuation of interest rates
and performance of the portfolio.  The net asset value of the
Fund may change.  Unlike money market funds, the Fund invests in
longer-term securities that fluctuate in value and do so in a
manner inversely correlated with changing interest rates.  The
Fund's net asset value will tend to rise when interest rates
fall.  Conversely, the Fund's net asset value will tend to fall
as interest rates rise.  Normally, fluctuations in interest rates
have a greater effect on the prices of longer-term bonds.  The
value of the securities held in the Fund will vary from day to
day and investors should consider the volatility of the Fund's
net asset value as well as its yield before making a decision to
invest.
     See Appendix B for additional yield information.
     Statistical and performance information and various indices
compiled and maintained by organizations such as the following
may also be used in preparing exhibits comparing certain industry
trends and competitive mutual fund performance to comparable Fund
activity and performance and in illustrating general financial
planning principles.  From time to time, certain mutual fund
performance ranking information, calculated and provided by these
organizations, may also be used in the promotion of sales in the
Fund.  Any indices used are not managed for any investment goal.

     CDA Technologies, Inc., Lipper Analytical Services, Inc. and
     Morningstar, Inc. are performance evaluation services that
     maintain statistical performance databases, as reported by a
     diverse universe of independently-managed mutual funds.

     Ibbotson Associates, Inc. is a consulting firm that provides
     a variety of historical data including total return, capital
     appreciation and income on the stock market as well as other
     investment asset classes, and inflation.  With their
     permission, this information will be used primarily for
     comparative purposes and to illustrate general financial
     planning principles.

     Interactive Data Corporation is a statistical access service
     that maintains a database of various international industry
     indicators, such as historical and current price/earning
     information, individual equity and fixed-income price and
     return information.

     Compustat Industrial Databases, a service of Standard &
     Poor's, may also be used in preparing performance and
     historical stock and bond market exhibits.  This firm
     maintains fundamental databases that provide financial,
     statistical and market information covering more than 7,000
     industrial and non-industrial companies.
   
     Salomon Brothers and Lehman Brothers are statistical
     research firms that maintain  databases of international
     market, bond market, corporate and government-issued
     securities of various maturities.  This information, as well
     as unmanaged indices compiled and maintained by these firms,
     will be used in preparing comparative illustrations.  In
     addition, the performance of multiple indices compiled and
     maintained by these firms may be combined to create a
     blended performance result for comparative purposes. 
     Generally, the indices selected will be representative of
     the types of securities in which the Funds may invest and
     the assumptions that were used in calculating the blended
     performance will be described.
    
     Current interest rate and yield information   on government
debt obligations of various durations, as reported weekly by the
Federal Reserve (Bulletin H.15), may also be used.  Also, current
rate information on municipal debt obligations of various
durations, as reported daily by The Bond Buyer, may also be used.

The Bond Buyer is published daily and is an industry-accepted
source for current municipal bond market information.
     From time to time, the Fund may also quote actual yield
and/or total return performance for each Class in advertising and
other types of literature compared to indices or averages of
alternative financial products available to prospective
investors.
     For example, the performance comparisons may include the
average return of various bank instruments, some of which may
carry certain return guarantees offered by leading banks and
thrifts as monitored by Bank Rate Monitor, and those of corporate
bond and government security price indices of various durations
prepared by Lehman Brothers and Salomon Brothers, Inc.  These
indices are not managed for any investment goal.  
     Comparative information on the Consumer Price Index and the
CDA Municipal Bond Index may also be included.  The Consumer
Price Index, as prepared by the U.S. Bureau of Labor Statistics,
is the most commonly used measure of inflation.  It indicates the
cost fluctuations of a representative group of consumer goods. 
It does not represent a return from an investment.  The CDA
Municipal Bond Index was developed and is maintained by CDA
Technologies, Inc.  The Index is comprised of 115 separately-
managed municipal bond mutual funds and tracks the performance of
each fund, reflecting the reinvestment of any dividend and
capital gains distributions paid during a specified period.
     The total return performance for a Class will reflect the
appreciation or depreciation of principal, reinvestment of income
and any capital gains distributions paid during any indicated
period and the impact of the maximum front-end sales charge or
contingent deferred sales charge, if any, paid on the illustrated
investment amount, annualized.  The results will not reflect any
income taxes, if applicable, payable by shareholders on the
reinvested distributions included in the calculations.  The net
asset value of the Fund fluctuates so shares, when redeemed, may
be worth more or less than the original investment and past Fund
performance should not be considered as representative of future
results.
     The following tables are examples, for purposes of
illustration only, of cumulative total return performance for
Class A Shares, Class B Shares and Class C Shares through
February 29, 1996.  Comparative information on the Consumer Price
Index is also included.
     The performance of the Class A Shares as shown below,
reflects maximum front-end sales charges.  The performance of the
Class B Shares and Class C Shares is calculated both with the
applicable CDSC included and excluded.  The performance does not
reflect any income taxes payable by shareholders on the
reinvested distributions included in the calculations.  The net
asset value of a Class fluctuates so shares, when redeemed, may
be worth more or less than the original investment, and a Class'
results should not be considered as representative of future
performance.

                     Cumulative Total Return
               Class A Shares(1)   Consumer
               (at Offer)          Price Index(2)
3 months
ended 
2/29/96        (3.96%)             0.85%

6 months 
ended
2/29/96        (0.73%)             1.31%

9 months
ended
2/29/96        0.48%               1.77%

1 year 
ended
2/29/96        4.82%               2.65%

3 years
ended
2/29/96        11.75%              8.25%

5 years
ended
2/29/96        40.52%              14.91%

10 years
ended
2/29/96        100.20%             41.69%

15 years 
ended 
2/29/96        288.54%             76.30%

Period
3/23/77(3)
through
2/29/96        229.28%             160.40%

(1)  Performance figures for periods after May 31, 1992 reflect
     applicable Rule 12b-1 distribution expenses.  Future
     performance will be affected by such expenses.
(2)  Source--Department of Labor.
(3)  Date of initial public offering of Class A Shares.


                    Cumulative Total Return
               Class B Shares   Class B Shares
               (Including       (Excluding       Consumer
               Deferred Sales   Deferred Sales   Price
               Charge)          Charge)          Index(1)
3 months
ended
2/29/96       (3.40%)           0.58%            0.85%

6 months
ended
2/29/96        (0.17%)          3.83%            1.31%

9 months
ended
2/29/96        0.86%            4.86%            1.77%

1 year
ended
2/29/96        5.19%            9.19%            2.65%

Period
5/2/94(2)
through
2/29/96        8.23%            12.23%           5.09%

(1)  Source:  Department of Labor.
(2)  Date of initial public offering of Class B Shares.


               Cumulative Total Return
               Class C Shares Class C Shares
               (Including     (Excluding
               Deferred       Deferred       Consumer
               Sales          Sales          Price
               Charge)        Charge)        Index(2)
Period
11/29/95(1)
through
2/29/96        0.20%          1.19%          0.85%

(1)  Date of initial offering of Class C Shares; total return for
     this short of a time period may not be representative of
     longer-term results.
(2)  Source--Department of Labor.


     Because every investor's goals and risk threshold are
different, the Distributor, as distributor for the Fund and other
mutual funds in the Delaware Group, will provide general
information about investment alternatives and scenarios that will
allow investors to assess their personal goals.  This information
will include general material about investing as well as
materials reinforcing various industry-accepted principles of
prudent and responsible personal financial planning.  One typical
way of addressing these issues is to compare an individual's
goals and the length of time the individual has to attain these
goals to his or her risk threshold.  In addition, the Distributor
will provide information that discusses the Manager's overriding
investment philosophy and how that philosophy impacts the Fund's,
and other Delaware Group funds', investment disciplines employed
in seeking their objectives.  The Distributor may also from time
to time cite general or specific information about the
institutional clients of the Manager, including the number of
such clients serviced by the Manager.

Dollar-Cost Averaging
     For many people, deciding when to invest can be a difficult
decision.  Security prices tend to move up and down over various
market cycles and logic says to invest when prices are low. 
However, even experts can't always pick the highs and the lows. 
By using a strategy known as dollar-cost averaging, you schedule
your investments ahead of time.  If you invest a set amount on a
regular basis, that money will always buy more shares when the
price is low and fewer when the price is high. You can choose to
invest at any regular interval--for example, monthly or
quarterly--as long as you stick to your regular schedule.
     Dollar-cost averaging looks simple and it is, but there are
important things to remember.  Dollar-cost averaging works best
over longer time periods, and it doesn't guarantee a profit or
protect against losses in declining markets.  If you need to sell
your investment when prices are low, you may not realize a profit
no matter what investment strategy you utilize.  That's why
dollar-cost averaging can make sense for long-term goals.  Since
the potential success of a dollar-cost averaging program depends
on continuous investing, even through periods of fluctuating
prices, you should consider your dollar-cost averaging program a
long-term commitment and invest an amount you can afford and
probably won't need to withdraw.  Investors also should consider
their financial ability to continue to purchase shares during
periods of low fund share prices.  Delaware Group offers three
services -- Automatic Investing Program, Direct Deposit Program
and the Wealth Builder Option -- that can help to keep your
regular investment program on track.  See Investing by Electronic
Fund Transfer - Direct Deposit Purchase Plan and Automatic
Investing Plan under Investment Plans and Wealth Builder Option
under Redemption and Repurchase for a complete description of
these services including restrictions or limitations.
     The example below illustrates how dollar-cost averaging can
work.  In a fluctuating market, the average cost per share over a
period of time will be lower than the average price per share for
the same time period.

                                     Number
          Investment     Price Per   of Shares
          Amount         Share       Purchased

Month 1   $100           $10.00      10
Month 2   $100           $12.50       8
Month 3   $100           $ 5.00      20
Month 4   $100           $10.00      10
          ----           ------      --                          

          $400           $37.50      48

Total Amount Invested:  $400
Total Number of Shares Purchased:  48
Average Price Per Share:  $9.38 ($37.50/4)
Average Cost Per Share:  $8.33 ($400/48 shares)

This example is for illustration purposes only.  It is not
intended to represent the actual performance of the Fund.

THE POWER OF COMPOUNDING
     When you opt to reinvest your current income for additional
Fund shares, your investment is given yet another opportunity to
grow.  It's called the Power of Compounding and the following
chart illustrates just how powerful it can be.

COMPOUNDED RETURNS
     Results at various assumed fixed rates of return on a
$10,000 investment compounded monthly tax-free for 10 years:

          5%        6%        7%        8%
          Rate of   Rate of   Rate of   Rate of
          Return    Return    Return    Return

 1 Year   $10,512   $10,617   $10,723   $10,830
 2 Years  $11,049   $11,272   $11,498   $11,729
 3 Years  $11,615   $11,967   $12,330   $12,702
 4 Years  $12,209   $12,705   $13,221   $13,757
 5 Years  $12,833   $13,488   $14,177   $14,898
 6 Years  $13,490   $14,320   $15,201   $16,135
 7 Years  $14,180   $15,203   $16,300   $17,474
 8 Years  $14,906   $16,141   $17,479   $18,924
 9 Years  $15,668   $17,137   $18,743   $20,495
10 Years  $16,470   $18,194   $20,097   $22,196



     These figures are calculated on a fixed interest rate and
assume no fluctuation in the value of principal.  These figures
are not intended to be a projection of investment results and do
not reflect any sales charges or any actual performance results
of any of the Classes.



TRADING PRACTICES AND BROKERAGE

     The Fund selects brokers, dealers and banks to execute
transactions for the purchase or sale of portfolio securities on
the basis of its judgment of their professional capability to
provide the service.  The primary consideration is to have
brokers, dealers or banks execute transactions at best price and
execution.  Best price and execution refers to many factors,
including the price paid or received for a security, the
commission charged, the promptness and reliability of execution,
the confidentiality and placement accorded the order and other
factors affecting the overall benefit obtained by the account on
the transaction.  In nearly all instances, trades are made on a
net basis where the Fund either buys the securities directly from
the dealer or sells them to the dealer.  In these instances,
there is no direct commission charged, but there is a spread (the
difference between the buy and sell price) which is the
equivalent of a commission.  When a commission is paid, the Fund
pays reasonably competitive brokerage commission rates based upon
the professional knowledge of its trading department as to rates
paid and charged for similar transactions throughout the
securities industry.  In some instances, the Fund pays a minimal
share transaction cost when the transaction presents no
difficulty.
     During the past three fiscal years of the Fund there were no
brokerage commissions paid.
     The Manager may allocate out of all commission business
generated by all of the funds and accounts under its management,
brokerage business to brokers or dealers who provide brokerage
and research services.  These services include advice, either
directly or through publications or writings, as to the value of
securities, the advisability of investing in, purchasing or
selling securities, and the availability of securities or
purchasers or sellers of securities; furnishing of analyses and
reports concerning issuers, securities or industries; providing
information on economic factors and trends; assisting in
determining portfolio strategy; providing computer software and
hardware used in security analyses; and providing portfolio
performance evaluation and technical market analyses.  Such
services are used by the Manager in connection with its
investment decision-making process with respect to one or more
funds and accounts managed by it, and may not be used, or used
exclusively, with respect to the fund or account generating the
brokerage.
     As provided in the Securities Exchange Act of 1934 and the
Fund's Investment Management Agreement, higher commissions are
permitted to be paid to broker/dealers who provide brokerage and
research services than to broker/dealers who do not provide such
services, if such higher commissions are deemed reasonable in
relation to the value of the brokerage and research services
provided.  Although transactions are directed to broker/dealers
who provide such brokerage and research services, the Fund
believes that the commissions paid to such broker/dealers are
not, in general, higher than commissions that would be paid to
broker/dealers not providing such services and that such
commissions are reasonable in relation to the value of the
brokerage and research services provided.  In some instances,
services may be provided to the Manager which constitute in some
part brokerage and research services used by the Manager in
connection with its investment decision-making process and
constitute in some part services used by the Manager in
connection with administrative or other functions not related to
its investment decision-making process.  In such cases, the
Manager will make a good faith allocation of brokerage and
research services and will pay out of its own resources for
services used by the Manager in connection with administrative or
other functions not related to its investment decision-making
process.  In addition, so long as no fund is disadvantaged,
portfolio transactions which generate commissions or their
equivalent are allocated to broker/dealers who provide daily
portfolio pricing services to the Fund and to other funds in the
Delaware Group.  Subject to best price and execution, commissions
allocated to brokers providing such pricing services may or may
not be generated by the funds receiving the pricing service.
     The Manager may place a combined order for two or more
accounts or funds engaged in the purchase or sale of the same
security if, in its judgment, joint execution is in the best
interest of each participant and will result in best price and
execution.  Transactions involving commingled orders are
allocated in a manner deemed equitable to each account or fund. 
When a combined order is executed in a series of transactions at
different prices, each account participating in the order may be
allocated an average price obtained from the executing broker. 
It is believed that the ability of the accounts to participate in
volume transactions will generally be beneficial to the accounts
and funds.  Although it is recognized that, in some cases, the
joint execution of orders could adversely affect the price or
volume of the security that a particular account or fund may
obtain, it is the opinion of the Manager and the Board of
Trustees that the advantages of combined orders outweigh the
possible disadvantages of separate transactions.
     Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. (the "NASD"), and subject
to seeking best price and execution, the Fund may place orders
with broker/dealers that have agreed to defray certain Fund
expenses such as custodian fees, and may, at the request of the
Distributor, give consideration to sales of its shares as a
factor in the selection of brokers and dealers to execute Fund
portfolio transactions.

Portfolio Turnover
     Portfolio trading will be undertaken principally to
accomplish the Fund's objective in relation to anticipated
movements in the general level of interest rates.  The Fund is
free to dispose of portfolio securities at any time, subject to
complying with the Internal Revenue Code and the 1940 Act, when
changes in circumstances or conditions make such a move desirable
in light of the investment objective.  The Fund will not attempt
to achieve or be limited to a predetermined rate of portfolio
turnover, such a turnover always being incidental to transactions
undertaken with a view to achieving the Fund's investment
objective.  Portfolio transactions will be undertaken only to
accomplish the Fund's objectives and not for the purpose of
realizing capital gains, although capital gains may be realized
on certain portfolio transactions.  For example, capital gains
may be realized when a security is sold: (1) so that, provided
capital is preserved or enhanced, another security can be
purchased to obtain a higher yield; (2) to take advantage of what
the Manager believes to be a temporary disparity in the normal
yield relationship between the two securities to increase income
or improve the quality of the portfolio; (3) to purchase a
security which the Manager believes is of higher quality than its
rating or current market value would indicate; or (4) when the
Manager anticipates a decline in value due to market risk or
credit risk.  The Fund anticipates the portfolio turnover rate
will ordinarily be less than 100%.
     During the past two fiscal years, the Fund's portfolio
turnover rates were 18% for 1995 and 25% for 1996.  The Fund's
portfolio turnover rate is calculated by dividing the lesser of
purchases or sales of portfolio securities for the particular
fiscal year by the monthly average of the value of the portfolio
securities owned by the Fund during the particular fiscal year,
exclusive of securities whose maturities at the time of
acquisition are one year or less.





























PURCHASING SHARES

     The Distributor serves as the national distributor for the
Fund's shares, and has agreed to use its best efforts to sell
shares of the Fund.  See the Prospectus for additional
information on how to invest.  Shares of the Fund are offered on
a continuous basis, and may be purchased through authorized
investment dealers or directly by contacting the Fund or its
agent.  
     The minimum initial purchase is generally $1,000 for each
Class.  Subsequent purchases must generally be at least $100. 
The initial and subsequent investment minimums for Class A Shares
will be waived for purchases by officers, directors and employees
of any Delaware Group fund, the Manager or any of the Manager's
affiliates if the purchases are made pursuant to a payroll
deduction program.  Shares purchased pursuant to the Uniform
Gifts to Minors Act or the Uniform Transfers to Minors Act and
shares purchased in connection with an Automatic Investing Plan
are subject to a minimum initial purchase of $250 and a minimum
subsequent purchase of $25.  Accounts opened under a Delaware
Group Asset Planner Service are subject to a minimum initial
investment of $2,000 per Asset Planner strategy selected.
     Each purchase of Class B Shares is subject to a maximum
purchase limitation of $250,000.  For Class C Shares, each
purchase must be in an amount that does not exceed $1,000,000. 
The Fund will reject any purchase order for more than $250,000 of
Class B Shares and $1,000,000 or more of Class C Shares.  An
investor may exceed these limitations by making cumulative
purchases over a period of time.  In doing so, an investor should
keep in mind, however, that reduced front-end sales charges apply
to investments of $100,000 or more in Class A Shares, which are
subject to lower annual 12b-1 Plan expenses than Class B Shares
and Class C Shares and generally are not subject to a CDSC. 
Selling dealers have the responsibility of transmitting orders
promptly.  The Fund reserves the right to reject any order for
the purchase of its shares if in the opinion of management such
rejection is in the Fund's best interest.  
     The NASD has adopted amendments to its Rules of Fair
Practice relating to investment company sales charges.  The Fund
and the Distributor intend to operate in compliance with these
rules.
     Class A Shares are purchased at the offering price, which
reflects a maximum front-end sales charge of 4.75%; however,
lower front-end sales charges apply for larger purchases.  See
the table below.  Class A Shares are also subject to annual 12b-1
Plan expenses.  
     Class B Shares are purchased at net asset value and are
subject to a CDSC of: (i) 4% if shares are redeemed within two
years of purchase; (ii) 3% if shares are redeemed during the
third or fourth year following purchase; (iii) 2% if shares are
redeemed during the fifth year following purchase; and (iv) 1% if
shares are redeemed during the sixth year following purchase. 
Class B Shares are also subject to annual 12b-1 Plan expenses
which are higher than those to which Class A Shares are subject
and are assessed against Class B Shares approximately eight years
after purchase.
     Class C Shares are purchased at net asset value and are
subject to a CDSC of 1% if shares are redeemed within 12 months
following purchase.  Class C Shares are also subject to annual
12b-1 Plan expenses for the life of the investment which are
equal to those to which Class B Shares are subject.
     See Automatic Conversion of Class B Shares in the
Prospectus, and Determining Offering Price and Net Asset Value
and Plans Under Rule 12b-1 in this Part B.
     Certificates representing shares purchased are not
ordinarily issued unless a shareholder submits a specific
request.  Certificates are not issued in the case of Class B
Shares or Class C Shares.  However, purchases not involving the
issuance of certificates are confirmed to the investor and
credited to the shareholder's account on the books maintained by
Delaware Service Company, Inc. (the "Transfer Agent").  The
investor will have the same rights of ownership with respect to
such shares as if certificates had been issued.  An investor that
is permitted to obtain a certificate may receive a certificate
representing shares purchased by sending a letter to the Transfer
Agent requesting the certificate.  No charge is assessed by the
Fund for any certificate issued.  Investors who hold certificates
representing any of their shares may only redeem those shares by
written request.  The investor's certificate(s) must accompany
such request.

Alternative Purchase Arrangements
     The alternative purchase arrangements of Class A, Class B
and Class C Shares permit investors to choose the method of
purchasing shares that is most suitable for their needs given the
amount of their purchase, the length of time they expect to hold
their shares and other relevant circumstances.  Investors should
determine whether, given their particular circumstances, it is
more advantageous to purchase Class A Shares and incur a front-
end sales charge and annual 12b-1 Plan expenses of up to a
maximum of .30% of average daily net assets of Class A Shares or
to purchase either Class B or Class C Shares and have the entire
initial purchase amount invested in the Fund with the investment
thereafter subject to a CDSC and annual 12b-1 Plan expenses. 
Class B Shares are subject to a CDSC if the shares are redeemed
within six years of purchase, and Class C Shares are subject to a
CDSC if the shares are redeemed within 12 months of purchase. 
Class B and Class C Shares are each subject to annual 12b-1 Plan
expenses of up to a maximum of 1% (.25% of which are service fees
to be paid to the Distributor, dealers or others for providing
personal service and/or maintaining shareholder accounts) of
average daily net assets of the respective Class.  Class B Shares
will automatically convert to Class A Shares at the end of
approximately eight years after purchase and, thereafter, be
subject to annual 12b-1 Plan expenses of up to a maximum of .30%
of average daily net assets of such shares.  Unlike Class B
Shares, Class C Shares do not convert into another class.

Class A Shares
     Purchases of $100,000 or more of Class A Shares at the
offering price carry reduced front-end sales charges as shown in
the accompanying table, and may include a series of purchases
over a 13-month period under a Letter of Intention signed by the
purchaser.  See Special Purchase Features - Class A Shares,
below, for more information on ways in which investors can avail
themselves of reduced front-end sales charges and other purchase
features.

                              Class A Shares

                                                       Dealer's
                  Front-End Sales Charge as % of  Commission***
Amount of Purchase           Offering   Amount         as % of
                              Price     Invested** Offering Price


Less than $100,000            4.75%     4.96%          4.00%
$100,000 but under $250,000   3.75      3.90           3.00
$250,000 but under $500,000   2.50      2.60           2.00
$500,000 but under 
    $1,000,000*               2.00      2.01           1.60

    *     There is no front-end sales charge on purchases of
          Class A Shares of $1 million or more but, under certain
          limited circumstances, a 1% contingent deferred sales
          charge may apply upon redemption of such shares.  The
          contingent deferred sales charge ("Limited CDSC") that
          may be applicable arises only in the case of certain
          shares that were purchased at net asset value and
          triggered the payment of a dealer's commission.

     **   Based upon the net asset value per share of Class A
          Shares as of the end of the Fund's most recent fiscal
          year.

     ***  Financial institutions or their affiliated brokers may
          receive an agency transaction fee in the percentages
          set forth above.


          The Fund must be notified when a sale takes place which
          would qualify for the reduced front-end sales charge on
          the basis of previous or current purchases.  The
          reduced front-end sales charge will be granted upon
          confirmation of the shareholder's holdings by the Fund.

          Such reduced front-end sales charges are not
          retroactive.

          From time to time, upon written notice to all of its
          dealers, the Distributor may hold special promotions
          for specified periods during which the Distributor may
          reallow to dealers up to the full amount of the front-
          end sales charge shown above.  Dealers who receive 90%
          or more of the sales charge may be deemed to be
          underwriters under the 1933 Act.


     Certain dealers who enter into an agreement to provide extra
training and information on Delaware Group products and services
and who increase sales of Delaware Group funds may receive an
additional commission of up to .15% of the offering price in
connection with sales of Class A Shares.  Such dealers must meet
certain requirements in terms of organization and distribution
capabilities and their ability to increase sales.  The
Distributor should be contacted for further information on these
requirements as well as the basis and circumstances upon which
the additional commission will be paid.  Participating dealers
may be deemed to have additional responsibilities under the
securities laws.

Dealer's Commission
     For initial purchases of Class A Shares of $1,000,000 or
more, a dealer's commission may be paid by the Distributor to
financial advisers through whom such purchases are effected in
accordance with the following schedule:

                                        Dealer's
                                        Commission
                                        (as a percent-
Amount                                  age of amount
of Purchase                             purchased)

Up to $2 million                        1.00%
Next $1 million up to $3 million        .75
Next $2 million up to $5 million        .50
Amount over $5 million                  .25

     In determining a financial adviser's eligibility for the
dealer's commission, purchases of Class A Shares of other
Delaware Group funds, as to which a Limited CDSC applies (see
Contingent Deferred Sales Charge for Certain Redemptions of Class
A Shares Purchased at Net Asset Value under Redemption and
Exchange in the Fund's Prospectus) may be aggregated with those
of the Class A Shares of the Fund.  Financial advisers also may
be eligible for a dealer's commission in connection with certain
purchases made under a Letter of Intention or pursuant to an
investor's Right of Accumulation.  Financial advisers should
contact the Distributor concerning the applicability and
calculation of the dealer's commission in the case of combined
purchases.
     An exchange from other Delaware Group funds will not qualify
for payment of the dealer's commission, unless a dealer's
commission or similar payment has not been previously paid on the
assets being exchanged.  The schedule and program for payment of
the dealer's commission are subject to change or termination at
any time by the Distributor at its discretion.

Contingent Deferred Sales Charge - Class B Shares and Class C
Shares
     Class B and Class C Shares are purchased without a front-end
sales charge.  Class B Shares redeemed within six years of
purchase may be subject to a CDSC at the rates set forth below
and Class C Shares redeemed within 12 months of purchase may be
subject to a CDSC of 1%.  CDSCs are charged as a percentage of
the dollar amount subject to the CDSC.  The charge will be
assessed on an amount equal to the lesser of the net asset value
at the time of purchase of the shares being redeemed or the net
asset value of those shares at the time of redemption.  No CDSC
will be imposed on increases in net asset value above the initial
purchase price.  Nor will a CDSC be assessed on redemptions of
shares acquired through reinvestment of dividends or capital
gains distributions.  See Waiver of Contingent Deferred Sales
Charge - Class B Shares and Class C Shares under Redemption and
Exchange in the Prospectus for a list of the instances in which
the CDSC is waived.
     The following table sets forth the rates of the CDSC for
Class B Shares of the Fund:

                         Contingent Deferred
                         Sales Charge (as a
                         Percentage of Dollar
                         Amount Subject 
Year After Purchase Made       to Charge)      

     0-2                      4%
     3-4                      3%
     5                        2%
     6                        1%
     7 and thereafter         None

During the seventh year after purchase, and thereafter, until
converted automatically into Class A Shares, Class B Shares will
still be subject to the annual 12b-1 Plan expenses of up to 1% of
average daily net assets of those shares.  At the end of
approximately eight years after purchase, the investor's Class B
Shares will be automatically converted into Class A Shares of the
Fund.  See Automatic Conversion of Class B Shares under Classes
of Shares in the Prospectus.  Such conversion will constitute a
tax-free exchange for federal income tax purposes.  See Taxes in
the Prospectus.

Plans Under Rule 12b-1
     Pursuant to Rule 12b-1 under the 1940 Act, the Fund has
adopted a separate plan for each of Class A Shares, Class B
Shares and Class C Shares of the Fund (the "Plans").  Each Plan
permits the Fund to pay for certain distribution, promotional and
related expenses involved in the marketing of only the Class to
which the Plan applies.  
     The Plans permit the Fund, pursuant to the Distribution
Agreement, to pay out of the assets of Class A Shares, Class B
Shares and Class C Shares monthly fees to the Distributor for its
services and expenses in distributing and promoting sales of
shares of such classes.  These expenses include, among other
things, preparing and distributing advertisements, sales
literature and prospectuses and reports used for sales purposes,
compensating sales and marketing personnel, and paying
distribution and maintenance fees to securities brokers and
dealers who enter into agreements with the Distributor.  The 12b-
1 Plan expenses relating to Class B and Class C Shares are also
used to pay the Distributor for advancing the commission costs to
dealers with respect to the initial sale of such shares.
     In addition, the Fund may make payments out of the assets of
Class A, Class B and Class C Shares directly to other
unaffiliated parties, such as banks, who either aid in the
distribution of shares of, or provide services to, such classes.
     The maximum aggregate fee payable by the Fund under the
Plans, and the Fund's Distribution Agreement, is on an annual
basis up to .30% of Class A Shares' average daily net assets for
the year, and up to 1% (.25% of which are service fees to be paid
to the Distributor, dealers and others for providing personal
service and/or maintaining shareholder accounts) of each of Class
B Shares' and Class C Shares' average daily net assets for the
year.  The Fund's Board of Trustees may reduce these amounts at
any time.
     Effective June 1, 1992, the Board of Trustees has determined
that the annual fee payable on a monthly basis for the Class A
Shares, pursuant to its Plan, will be equal to the sum of:  (i)
the amount obtained by multiplying .30% by the average daily net
assets represented by Class A Shares that were acquired by
shareholders on or after June 1, 1992, and (ii) the amount
obtained by multiplying .10% by the average daily net assets
represented by Class A Shares that were acquired before June 1,
1992.  While this is the method for calculating Class A Shares'
12b-1 expense, such expense is a Class expense so that all such
shareholders of the Class, regardless of when they purchased
their shares, will bear 12b-1 expenses at the same rate per
share.  As Class A Shares are sold on or after June 1, 1992, the
initial rate of at least .10% will increase over time.  Thus, as
the proportion of Class A Shares purchased on or after June 1,
1992 to Class A Shares outstanding prior to June 1, 1992
increases, the expenses attributable to payments under the Plan
relating to Class A Shares will also increase (but will not
exceed .30% of average daily net assets).  While this describes
the current formula for calculating the fees which will be
payable under the Plan relating to Class A Shares, such Plan
permits the Fund to pay a full .30% on all assets of Class A
Shares at any time.
     All of the distribution expenses incurred by the Distributor
and others, such as broker/dealers, in excess of the amount paid
on behalf of Class A, Class B and Class C Shares would be borne
by such persons without any reimbursement from the Classes. 
Subject to seeking best price and execution, the Classes may,
from time to time, buy or sell portfolio securities from or to
firms which receive payments under the Plans.
     From time to time, the Distributor may pay additional
amounts from its own resources to dealers for aid in distribution
or for aid in providing administrative services to shareholders.
     The Plans and the Distribution Agreement, as amended, have
been approved by the Board of Trustees, including a majority of
the trustees who are not "interested persons" (as defined in the
1940 Act) of the Fund and who have no direct or indirect
financial interest in the Plans, by vote cast in person at a
meeting duly called for the purpose of voting on the Plans and
such Distribution Agreement.  Continuation of the Plans and the
Distribution Agreement, as amended, must be approved annually by
the Board of Trustees in the same manner, as specified above.
     Each year, the trustees must determine whether continuation
of the Plans is in the best interest of shareholders of,
respectively, the Class A Shares, Class B Shares and Class C
Shares and that there is a reasonable likelihood of the Plan
relating to a Class providing a benefit to that Class.  The Plans
and the Distribution Agreement, as amended, may be terminated at
any time without penalty by a majority of those trustees who are
not "interested persons" or by a majority vote of the outstanding
voting securities of the relevant Class.  Any amendment
materially increasing the percentage payable under the Plans must
likewise be approved by a majority vote of the outstanding voting
securities of the relevant Class, as well as by a majority vote
of those trustees who are not "interested persons."  With respect
to the Class A Shares' Plan, any material increase in the maximum
percentage payable thereunder must also be approved by a majority
of the outstanding voting Class B Shares.  Also, any other
material amendment to the Plans must be approved by a majority
vote of the trustees including a majority of the noninterested
trustees having no interest in the Plans.  In addition, in order
for the Plans to remain effective, the selection and nomination
of trustees who are not "interested persons" of the Fund must be
effected by the trustees who themselves are not "interested
persons" and who have no direct or indirect financial interest in
the Plans.  Persons authorized to make payments under the Plans
must provide written reports at least quarterly to the Board of
Trustees for their review.
     During the fiscal year ended February 29, 1996, payments
from Class A Shares pursuant to its Plan amounted to $1,914,966
and such amount was used for the following purposes:  Advertising
- $1,105; Annual/Semi-Annual Reports - $12,122; Broker Trails -
$1,569,922; Commissions to Wholesalers - $108,644; Dealer Service
Expenses - $12,400; Promotional-Broker Meetings - $51,888;
Promotional-Other - $42,219; Prospectus Printing - $18,966;
Telephone - $19,187; and Wholesaler Expenses - $78,513.
     During the fiscal year ended February 29, 1996, payments
from Class B Shares pursuant to its Plan amounted to $163,170 and
such amount was used for the following purposes:  Broker Sales
Charges - $56,926; Broker Trails - $40,772; Commissions to
Wholesalers - $7,359; Interest on Broker Sales Charges - $57,294;
Promotional- Broker Meetings - $742; and Telephone - $77.
     During the period November 29, 1995 (date of initial public
offering) through February 29, 1996, payments from Class C Shares
pursuant to its Plan amounted to $176 and such amount was used
for the following purposes:  Broker Sales Charges - $163; and
Interest on Broker Sales Charges - $13.
     The staff of the Securities and Exchange Commission ("SEC")
has proposed amendments to Rule 12b-1 and other related
regulations that could impact Rule 12b-1 Distribution Plans.  The
Fund intends to amend the Plans, if necessary, to comply with any
new rules or regulations the SEC may adopt with respect to Rule
12b-1.

Other Payments to Dealers - Class A, Class B and Class C Shares
     From time to time, at the discretion of the Distributor, all
registered broker/dealers whose aggregate sales of the Classes
exceed certain limits as set by the Distributor, may receive from
the Distributor an additional payment of up to .25% of the dollar
amount of such sales.  The Distributor may also provide
additional promotional incentives or payments to dealers that
sell shares of the Delaware Group of funds.  In some instances,
these incentives or payments may be offered only to certain
dealers who maintain, have sold or may sell certain amounts of
shares.
     Payments to dealers made in connection with seminars,
conferences or contests relating to the promotion of fund shares
may be in an amount up to 100% of the expenses incurred or awards
made.  The Distributor may also pay a portion of the expense of
preapproved dealer advertisements promoting the sale of Delaware
Group fund shares. 

Special Purchase Features - Class A Shares

Buying Class A Shares at Net Asset Value
     Class A Shares may be purchased without a front-end sales
charge under the Dividend Reinvestment Plan and, under certain
circumstances, the Exchange Privilege and the 12-Month
Reinvestment Privilege.
     Current and former officers, trustees and employees of the
Fund, any other fund in the Delaware Group, the Manager or any of
the Manager's affiliates that may in the future be created, legal
counsel to the funds and registered representatives and employees
of broker/dealers who have entered into Dealer's Agreements with
the Distributor may purchase Class A Shares of the Fund and any
of the funds in the Delaware Group, including any fund that may
be created, at net asset value per share.  Family members of such
persons at their direction, and any employee benefit plan
established by any of the foregoing funds, corporations, counsel
or broker/dealers may also purchase Class A Shares at net asset
value.  Purchases of Class A Shares may also be made by clients
of registered representatives of an authorized investment dealer
at net asset value within 12 months after the registered
representative changes employment, if the purchase is funded by
proceeds from an investment where a front-end sales charge,
contingent deferred sales charge or other sales charge has been
assessed.  Purchases of Class A Shares may also be made at net
asset value by bank employees who provide services in connection
with agreements between the bank and unaffiliated brokers or
dealers concerning sales of shares of Delaware Group funds. 
Officers, directors and key employees of institutional clients of
the Manager, or any of its affiliates, may purchase Class A
Shares at net asset value.  Moreover, purchases may be effected
at net asset value for the benefit of the clients of brokers,
dealers and registered investment advisers affiliated with a
broker or dealer, if such broker, dealer or investment adviser
has entered into an agreement with the Distributor providing
specifically for the purchase of Class A Shares in connection
with special investment products, such as wrap accounts or
similar fee based programs.  Such purchasers are required to sign
a letter stating that the purchase is for investment only and
that the securities may not be resold except to the issuer.  Such
purchasers may also be required to sign or deliver such other
documents as the Fund may reasonably require to establish
eligibility for purchase at net asset value. The Fund must be
notified in advance that the trade qualifies for purchase at net
asset value.
   
         
Letter of Intention
     The reduced front-end sales charges described above with
respect to the Class A Shares are also applicable to the
aggregate amount of purchases made by any such purchaser
previously enumerated within a 13-month period pursuant to a
written Letter of Intention provided by the Distributor and
signed by the purchaser, and not legally binding on the signer or
the Fund, which provides for the holding in escrow by the
Transfer Agent of 5% of the total amount of Class A Shares
intended to be purchased until such purchase is completed within
the 13-month period.  A Letter of Intention may be dated to
include shares purchased up to 90 days prior to the date the
Letter is signed.  The 13-month period begins on the date of the
earliest purchase.  If the intended investment is not completed,
except as noted below, the purchaser will be asked to pay an
amount equal to the difference between the front-end sales charge
on the Class A Shares purchased at the reduced rate and the
front-end sales charge otherwise applicable to the total shares
purchased.  If such payment is not made within 20 days following
the expiration of the 13-month period, the Transfer Agent will
surrender an appropriate number of the escrowed shares for
redemption in order to realize the difference.  Such purchasers
may include the value (at offering price at the level designated
in their Letter of Intention) of all their shares of the Fund and
of any class of any of the other mutual funds in the Delaware
Group (except shares of any Delaware Group fund which do not
carry a front-end sales charge, CDSC or Limited CDSC, other than
shares of Delaware Group Premium Fund, Inc. beneficially owned in
connection with the ownership of variable insurance products,
unless they were acquired through an exchange from a Delaware
Group fund which carried a front-end sales charge, CDSC or
Limited CDSC) previously purchased and still held as of the date
of their Letter of Intention toward the completion of such
Letter.  For purposes of satisfying an investor's obligation
under a Letter of Intention, Class B Shares and Class C Shares of
the Fund and the corresponding class of shares of other Delaware
Group funds which offer such shares may be aggregated with Class
A Shares of the Fund and the corresponding class of shares of the
other Delaware Group funds.

Combined Purchases Privilege
     In determining the availability of the reduced front-end
sales charge previously set forth with respect to Class A Shares,
purchasers may combine the total amount of any combination of
Class B Shares and/or Class C Shares of the Fund, as well as
shares of any other class of any of the other Delaware Group
funds (except shares of any Delaware Group fund which do not
carry a front-end sales charge, CDSC or Limited CDSC, other than
shares of Delaware Group Premium Fund, Inc. beneficially owned in
connection with the ownership of variable insurance products,
unless they were acquired through an exchange from a Delaware
Group fund which carried a front-end sales charge, CDSC or
Limited CDSC).
     The privilege also extends to all purchases made at one time
by an individual; or an individual, his or her spouse and their
children under 21; or a trustee or other fiduciary of trust
estates or fiduciary accounts for the benefit of such family
members (including certain employee benefit programs).

Right of Accumulation
     In determining the availability of the reduced front-end
sales charge with respect to Class A Shares, purchasers may also
combine any subsequent purchases of Class A Shares, Class B
Shares and Class C Shares of the Fund, as well as shares of any
other class of any of the other Delaware Group funds which offer
such classes (except shares of any Delaware Group fund which do
not carry a front-end sales charge, CDSC or Limited CDSC, other
than shares of Delaware Group Premium Fund, Inc. beneficially
owned in connection with the ownership of variable insurance
products, unless they were acquired through an exchange from
shares from a Delaware Group fund which carried a front-end sales
charge, CDSC or Limited CDSC).  If, for example, any such
purchaser has previously purchased and still holds Class A Shares
and/or shares of any other of the classes described in the
previous sentence with a value of $40,000 and subsequently
purchases $60,000 at offering price of additional shares of Class
A Shares, the charge applicable to the $60,000 purchase would be
3.75%.  For the purpose of this calculation, the shares presently
held shall be valued at the public offering price that would have
been in effect were the shares purchased simultaneously with the
current purchase.  Investors should refer to the table of sales
charges for Class A Shares to determine the applicability of the
Right of Accumulation to their particular circumstances.

12-Month Reinvestment Privilege
     Holders of Class A Shares who redeem such shares of the Fund
have one year from the date of redemption to reinvest all or part
of their redemption proceeds in Class A Shares of the Fund or in
Class A Shares of any of the other funds in the Delaware Group,
subject to applicable eligibility and minimum purchase
requirements, in states where shares of such other funds may be
sold, at net asset value without the payment of a front-end sales
charge.  This privilege does not extend to Class A Shares where
the redemption of the shares triggered the payment of a Limited
CDSC.  Persons investing redemption proceeds from direct
investments in mutual funds in the Delaware Group offered without
a front-end sales charge will be required to pay the applicable
sales charge when purchasing Class A Shares.  The reinvestment
privilege does not extend to a redemption of either Class B or
Class C Shares.
     Any such reinvestment cannot exceed the redemption proceeds
(plus any amount necessary to purchase a full share).  The
reinvestment will be made at the net asset value next determined
after receipt of remittance.  A redemption and reinvestment could
have income tax consequences.  It is recommended that a tax
adviser be consulted with respect to such transactions.  Any
reinvestment directed to a fund in which the investor does not
then have an account will be treated like all other initial
purchases of a fund's shares.  Consequently, an investor should
obtain and read carefully the prospectus for the fund in which
the investment is proposed to be made before investing or sending
money.  The prospectus contains more complete information about
the fund, including charges and expenses.
     Investors should consult their financial advisers or the
Transfer Agent, which also serves as the Fund's shareholder
servicing agent, about the applicability of the Limited CDSC (see
Contingent Deferred Sales Charge for Certain Redemptions of Class
A Shares Purchased at Net Asset Value under Redemption and
Exchange in the Prospectus) in connection with the features
described above. 




























INVESTMENT PLANS

Reinvestment Plan/Open Account
     Unless otherwise designated by shareholders in writing,
dividends from net investment income and distributions from
realized securities profits, if any, will be automatically
reinvested in additional shares of the respective Class (based on
the net asset value in effect on the payable date) and credited
to the shareholder's account on that date.  Confirmations of each
dividend payment from net investment income and of any
distributions from realized securities profits will be mailed to
shareholders in the first quarter of the fiscal year.
     Under the Reinvestment Plan/Open Account, shareholders may
purchase and add full and fractional shares to their plan
accounts at any time either through their investment dealers or
by sending a check or money order to the Fund.  Such purchases,
which must meet the minimum subsequent purchase requirements
stated in the Prospectus and this Part B, are made for Class A
Shares at the public offering price and for Class B and Class C
Shares at the net asset value, at the end of the day of receipt. 
A reinvestment plan may be terminated at any time.  This plan
does not assure a profit nor protect against depreciation in a
declining market.

Reinvestment of Dividends in Other Delaware Group Funds
     Subject to applicable eligibility and minimum initial
purchase requirements of each fund and the limitations set forth
below, holders of Class A, Class B and Class C Shares may
automatically reinvest their dividends and/or distributions in
any of the mutual funds in the Delaware Group, including the
Fund, in states where their shares may be sold.  Such investments
will be at net asset value at the close of business on the
reinvestment date without any front-end sales charge or service
fee.  The shareholder must notify the Transfer Agent in writing
and must have established an account in the fund into which the
dividends and/or distributions are to be invested.  Any
reinvestment directed to a fund in which the investor does not
then have an account, will be treated like all other initial
purchases of a fund's shares.  Consequently, an investor should
obtain and read carefully the prospectus for the fund in which
the investment is proposed to be made before investing or sending
money.  The prospectus contains more complete information about
the fund, including charges and expenses.  See also Additional
Methods of Adding to Your Investment - Dividend Reinvestment Plan
under How to Buy Shares in the Prospectus.
     Subject to the following limitations, dividends and/or
distributions from other funds in the Delaware Group may be
invested in shares of the Fund at net asset value, provided an
account has been established.  Dividends from Class A Shares may
not be directed to Class B or Class C Shares.  Likewise,
dividends from Class B Shares may only be directed to other Class
B Shares and dividends from Class C Shares may only be directed
to other Class C Shares.  See Classes Offered under Classes of
Shares in the Prospectus for the funds in the Delaware Group that
are eligible for investment by holders of Fund shares.
     
Investing by Electronic Fund Transfer
     Direct Deposit Purchase Plan--Investors may arrange for the
Fund to accept for investment in Class A, Class B or Class C
Shares, through an agent bank, preauthorized government or
private recurring payments.  This method of investment assures
the timely credit to the shareholder's account of payments such
as social security, veterans' pension or compensation benefits,
federal salaries, Railroad Retirement benefits, private payroll
checks, dividends, and disability or pension fund benefits.  It
also eliminates lost, stolen and delayed checks.
     Automatic Investing Plan--Shareholders of Class A, Class B
and Class C Shares may make automatic investments by authorizing,
in advance, monthly payments directly from their checking account
for deposit into their Fund account.  This type of investment
will be handled in either of the following two ways.  (1) If the
shareholder's bank is a member of the National Automated Clearing
House Association ("NACHA"), the amount of the investment will be
electronically deducted from his or her account by Electronic
Fund Transfer ("EFT").  The shareholder's checking account will
reflect a debit each month at a specified date although no check
is required to initiate the transaction.  (2) If the
shareholder's bank is not a member of NACHA, deductions will be
made by preauthorized checks, known as Depository Transfer
Checks.  Should the shareholder's bank become a member of NACHA
in the future, his or her investments would be handled
electronically through EFT.

                               *     *     *

     Initial investments under the Direct Deposit Purchase Plan
and the Automatic Investing Plan must be for $250 or more and
subsequent investments under such Plans must be for $25 or more. 
An investor wishing to take advantage of either service must
complete an authorization form.  Either service can be
discontinued by the shareholder at any time without penalty by
giving written notice.
     Payments to the Fund from the federal government or its
agencies on behalf of a shareholder may be credited to the
shareholder's account after such payments should have been
terminated by reason of death or otherwise.  Any such payments
are subject to reclamation by the federal government or its
agencies.  Similarly, under certain circumstances, investments
from private sources may be subject to reclamation by the
transmitting bank.  In the event of a reclamation, the Fund may
liquidate sufficient shares from a shareholder's account to
reimburse the government or the private source.  In the event
there are insufficient shares in the shareholder's account, the
shareholder is expected to reimburse the Fund.

Direct Deposit Purchases by Mail
     Shareholders may authorize a third party, such as a bank or
employer, to make investments directly to their Fund accounts. 
The Fund will accept these investments, such as bank-by-phone,
annuity payments and payroll allotments, by mail directly from
the third party.  Investors should contact their employers or
financial institutions who in turn should contact the Fund for
proper instructions.


















































DETERMINING OFFERING PRICE AND NET ASSET VALUE

     Orders for purchases of Class A Shares are effected at the
offering price next calculated after receipt of the order by the
Fund or its agent.  Orders for purchases of Class B Shares and
Class C Shares are effected at the net asset value per share next
calculated by the Fund after receipt of the order by the Fund or
its agent.  Selling dealers have the responsibility of
transmitting orders promptly.
     The offering price for Class A Shares consists of the net
asset value per share plus any applicable front-end sales
charges.  Offering price and net asset value are computed as of
the close of regular trading on the New York Stock Exchange
(ordinarily, 4 p.m., Eastern time) on days when the Exchange is
open.  The New York Stock Exchange is scheduled to be open Monday
through Friday throughout the year except for New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.  When the New York Stock
Exchange is closed, the Fund will generally be closed, pricing
calculations will not be made and purchase and redemption orders
will not be processed.   An example showing how to calculate the
net asset value per share and, in the case of the Class A Shares,
the offering price per share, is included in the Fund's financial
statements which are incorporated by reference into this Part B.
     The Fund's net asset value per share is computed by adding
the value of all securities and other assets in the portfolio,
deducting any liabilities and dividing by the number of Fund
shares outstanding.  In determining the Fund's total net assets,
portfolio securities are valued at fair value, using methods
determined in good faith by the trustees.  This method utilizes
the services of an independent pricing organization which employs
a combination of methods including, among others, the obtaining
of market valuations from dealers who make markets and deal in
such securities, and by comparing valuations with those of other
comparable securities in a matrix of such securities.  A pricing
service's activities and results are reviewed by the officers of
the Fund.  In addition, money market instruments having a
maturity of less than 60 days are valued at amortized cost. 
Expenses and fees are accrued daily.
     Each Class of the Fund will bear, pro-rata, all of the
common expenses of the Fund.  The net asset values of all
outstanding shares of each Class of the Fund will be computed on
a pro-rata basis for each outstanding share based on the
proportionate participation in the Fund represented by the value
of shares of that Class.  All income earned and expenses incurred
by the Fund will be borne on a pro-rata basis by each outstanding
share of a Class, based on each Class' percentage in the Fund
represented by the value of shares of such Classes, except that
the Class A, Class B and Class C Shares alone will bear the 12b-1
Plan expenses payable under their respective Plans.  Due to the
specific distribution expenses and other costs that would be
allocable to each Class, the dividends paid to each Class of the
Fund may vary.  However, the net asset value per share of each
Class is expected to be equivalent.

REDEMPTION AND REPURCHASE

     Any shareholder may require the Fund to redeem shares by
sending a written request, signed by the record owner or owners
exactly as the shares are registered, to the Fund at 1818 Market
Street, Philadelphia, PA 19103.  In addition, certain expedited
redemption methods described below are available when stock
certificates have not been issued.  Certificates are issued for
the Class A Shares only if a shareholder specifically requests
them.  Certificates are not issued for Class B Shares or Class C
Shares.  If stock certificates have been issued for shares being
redeemed, they must accompany the written request.  For
redemptions of $50,000 or less paid to the shareholder at the
address of record, the request must be signed by all owners of
the shares or the investment dealer of record, but a signature
guarantee is not required.  When the redemption is for more than
$50,000, or if payment is made to someone else or to another
address, signatures of all record owners are required and a
signature guarantee is required.  Each signature guarantee must
be supplied by an eligible guarantor institution.  The Fund
reserves the right to reject a signature guarantee supplied by an
eligible institution based on its creditworthiness.  The Fund may
request further documentation from corporations, retirement
plans, executors, administrators, trustees or guardians.
     In addition to redemption of shares by the Fund, the
Distributor, acting as agent of the Fund, offers to repurchase
Fund shares from broker/dealers acting on behalf of shareholders.
The redemption or repurchase price, which may be more or less
than the shareholder's cost, is the net asset value per share
next determined after receipt of the request in good order by the
Fund or its agent, subject to any applicable CDSC or Limited
CDSC.  This is computed and effective at the time the offering
price and net asset value are determined.  See Determining
Offering Price and Net Asset Value.  The Fund and the Distributor
end their business days at 5 p.m., Eastern time.  This offer is
discretionary and may be completely withdrawn without further
notice by the Distributor.
     Orders for the repurchase of Fund shares which are submitted
to the Distributor prior to the close of its business day will be
executed at the net asset value per share computed that day
(subject to any applicable CDSC or Limited CDSC), if the
repurchase order was received by the broker/dealer from the
shareholder prior to the time the offering price and net asset
value are determined on such day.  The selling dealer has the
responsibility of transmitting orders to the Distributor
promptly.  Such repurchase is then settled as an ordinary
transaction with the broker/dealer (who may make a charge to the
shareholder for this service) delivering the shares repurchased.
     Certain redemptions of Class A Shares purchased at net asset
value may result in the imposition of a Limited CDSC.  See
Contingent Deferred Sales Charge for Certain Redemptions of Class
A Shares Purchased at Net Asset Value under Redemption and
Exchange in the Fund's Prospectus.  Redemptions of Class B Shares
are subject to the following CDSC:  (i) 4% if shares are redeemed
within two years of purchase; (ii) 3% if shares are redeemed
during the third or fourth year following purchase; (iii) 2% if
shares are redeemed during the fifth year following purchase; and
(iv) 1% if shares are redeemed during the sixth year following
purchase.  Class C Shares are subject to a CDSC of 1% if shares
are redeemed within 12 months following purchase.  See Contingent
Deferred Sales Charge under Classes of Shares in the Fund's
Prospectus.  Except for the applicable CDSC or Limited CDSC, and
with respect to the expedited payment by wire described below,
for which there is currently a $7.50 bank wiring cost, neither
the Fund nor its Distributor charges a fee for redemptions or
repurchases, but such fees could be charged at any time in the
future.
     Payment for shares redeemed will ordinarily be mailed the
next business day, but in no case later than seven days, after
receipt of a redemption request in good order.
     If a shareholder who recently purchased shares by check
seeks to redeem all or a portion of those shares in a written
request, the redemption request will be honored but the proceeds
will not be mailed until the Fund is reasonably satisfied of the
collection of the investment check.  This potential delay can be
avoided by making investments by wiring Federal Funds.
     If a shareholder has been credited with a purchase by a
check which is subsequently returned unpaid for insufficient
funds or for any other reason, the Fund will automatically redeem
from the shareholder's account the shares purchased by the check
plus any dividends earned thereon.  Shareholders may be
responsible for any losses to the Fund or to the Distributor.
     In case of a suspension of the determination of the net
asset value because the New York Stock Exchange is closed for
other than weekends or holidays, or trading thereon is restricted
or an emergency exists as a result of which disposal by the Fund
of securities owned by it is not reasonably practical, or it is
not reasonably practical for the Fund fairly to value its assets,
or in the event that the Securities and Exchange Commission has
provided for such suspension for the protection of shareholders,
the Fund may postpone payment or suspend the right of redemption
or repurchase.  In such case, the shareholder may withdraw the
request for redemption or leave it standing as a request for
redemption at the net asset value next determined after the
suspension has been terminated.
     Payment for shares redeemed or repurchased may be made
either in cash or kind, or partly in cash and partly in kind. 
Any portfolio securities paid or distributed in kind would be
valued as described in Determining Offering Price and Net Asset
Value.  Subsequent sale by an investor receiving a distribution
in kind could result in the payment of brokerage commissions. 
However, the Fund has elected to be governed by Rule 18f-1 under
the 1940 Act pursuant to which the Fund is obligated to redeem
its shares solely in cash up to the lesser of $250,000 or 1% of
the net asset value of the Fund during any 90-day period for any
one shareholder.
     The value of the Fund's investments is subject to changing
market prices.  Thus, a shareholder reselling shares to the Fund
may sustain either a gain or loss, depending upon the price paid
and the price received for such shares.

Small Accounts
     Before the Fund involuntarily redeems shares from an account
that, under the circumstances listed in the Prospectus, has
remained below the minimum amounts required by the Fund's
Prospectus and sends the proceeds to the shareholder, the
shareholder will be notified in writing that the value of the
shares in the account is less than $1,000 and will be allowed 60
days from that date of notice to make an additional investment to
meet the required minimum of $1,000.  See The Conditions of Your
Purchase under Buying Shares in the Prospectus.  Any redemption
in an inactive account established with a minimum investment may
trigger mandatory redemption.  No CDSC or Limited CDSC will apply
to the redemptions described in this paragraph.

                               *     *     *

     The Fund has made available certain redemption privileges,
as described below.  The Fund reserves the right to suspend or
terminate these expedited payment procedures upon 60 days'
written notice to shareholders.

Expedited Telephone Redemptions
     Shareholders or their investment dealers of record wishing
to redeem any amount of shares of $50,000 or less for which
certificates have not been issued may call the Shareholder
Service Center at 800-523-1918 prior to the time the offering
price and net asset value are determined, as noted above, and
have the proceeds mailed to them at the record address.  Checks
payable to the shareholder(s) of record will normally be mailed
the next business day, but no later than seven days, after the
receipt of the redemption request.  This option is only available
to individual, joint and individual fiduciary-type accounts.
     In addition, redemption proceeds of $1,000 or more can be
transferred to your predesignated bank account by wire or by
check by calling the phone number listed above.  An authorization
form must have been completed by the shareholder and filed with
the Fund before the request is received.  Payment will be made by
wire or check to the bank account designated on the authorization
form as follows:
     1.   Payment by Wire:  Request that Federal Funds be wired
to the bank account designated on the authorization form. 
Redemption proceeds will normally be wired on the next business
day following receipt of the redemption request.  There is a
$7.50 wiring fee (subject to change) charged by CoreStates Bank,
N.A. which will be deducted from the withdrawal proceeds each
time the shareholder requests a redemption.  If the proceeds are
wired to the shareholder's account at a bank which is not a
member of the Federal Reserve System, there could be a delay in
the crediting of the funds to the shareholder's bank account.
     2.   Payment by Check:  Request a check be mailed to the
bank account designated on the authorization form.  Redemption
proceeds will normally be mailed the next business day, but no
later than seven days, from the date of the telephone request. 
This procedure will take longer than the Payment by Wire option
(1 above) because of the extra time necessary for the mailing and
clearing of the check after the bank receives it.
     Redemption Requirements:  In order to change the name of the
bank and the account number it will be necessary to send a
written request to the Fund and a signature guarantee may be
required.  Each signature guarantee must be supplied by an
eligible guarantor institution.  The Fund reserves the right to
reject a signature guarantee supplied by an eligible institution
based on its creditworthiness.
     To reduce the shareholder's risk of attempted fraudulent use
of the telephone redemption procedure, payment will be made only
to the bank account designated on the authorization form.
     Telephone redemptions for shares recently purchased by check
will not be honored unless the Fund is reasonably satisfied that
the purchase check has cleared.
     If expedited payment under these procedures could adversely
affect the Fund, the Fund may take up to seven days to pay the
shareholder.
     Neither the Fund nor its Transfer Agent is responsible for
any shareholder loss incurred in acting upon written or telephone
instructions for redemption or exchange of Fund shares which are
reasonably believed to be genuine.  With respect to such
telephone transactions, the Fund will follow reasonable
procedures to confirm that instructions communicated by telephone
are genuine (including verification of a form of personal
identification) as, if it does not, the Fund or the Transfer
Agent may be liable for any losses due to unauthorized or
fraudulent transactions.  Telephone instructions received by Fund
shareholders are generally tape recorded.  A written confirmation
will be provided for all purchase, exchange and redemption
transactions initiated by telephone.

Systematic Withdrawal Plans
     Shareholders of Class A Shares, Class B Shares and Class C
Shares who own or purchase $5,000 or more of shares at the
offering price or net asset value, as applicable for which
certificates have not been issued may establish a Systematic
Withdrawal Plan for monthly withdrawals of $25 or more, or
quarterly withdrawals of $75 or more, although the Fund does not
recommend any specific amount of withdrawal.  Shares purchased
with the initial investment and through reinvestment of cash
dividends and realized securities profits distributions will be
credited to the shareholder's account and sufficient full and
fractional shares will be redeemed at the net asset value
calculated on the third business day preceding the mailing date.
     Checks are dated either the 1st or the 15th of the month, as
selected by the shareholder (unless such date falls on a holiday
or a weekend) and are normally mailed within two business days. 
Both ordinary income dividends and realized securities profits
distributions will be automatically reinvested in additional
shares of the Class at net asset value.  This plan is not
recommended for all investors and should be started only after
careful consideration of its operation and effect upon the
investor's savings and investment program.  To the extent that
withdrawal payments from the plan exceed any dividends and/or
realized securities profits distributions paid on shares held
under the plan, the withdrawal payments will represent a return
of capital and the share balance may in time be depleted,
particularly in a declining market.
     The sale of shares for withdrawal payments constitutes a
taxable event and a shareholder may incur a capital gain or loss
for federal income tax purposes.  This gain or loss may be long-
term or short-term depending on the holding period for the
specific shares liquidated.
     Withdrawals under this plan made concurrently with the
purchases of additional shares of the same fund may be
disadvantageous to the shareholder.  Purchases of Class A Shares
through a periodic investment program in a fund managed by the
Manager must be terminated before a Systematic Withdrawal Plan
with respect to such shares can take effect, except if the
shareholder is a participant in one of our Retirement Plans or is
investing in Delaware Group funds which do not carry a sales
charge.  Redemptions of Class A Shares pursuant to a Systematic
Withdrawal Plan may be subject to a Limited CDSC if the purchase
was made at net asset value and a dealer's commission has been
paid on that purchase. 
     Redemptions of Class B Shares or Class C Shares pursuant to
a Systematic Withdrawal Plan may be subject to a CDSC, unless the
annual amount selected to be withdrawn is less than 12% of the
account balance on the date that the Systematic Withdrawal Plan
was established.  See Waiver of Contingent Deferred Sales Charge
- Class B And Class C Shares and Waiver of Limited Contingent
Deferred Sales Charge - Class A Shares under Redemption and
Exchange in the Prospectus.  Shareholders should consult their
financial adviser to determine whether a Systematic Withdrawal
Plan would be suitable for them.
     An investor wishing to start a Systematic Withdrawal Plan
must complete an authorization form.  If the recipient of
Systematic Withdrawal Plan payments is other than the registered
shareholder, the shareholder's signature on this authorization
must be guaranteed.  Each signature guarantee must be supplied by
an eligible guarantor institution.  The Fund reserves the right
to reject a signature guarantee supplied by an eligible
institution based on its creditworthiness.  This plan may be
terminated by the shareholder or the Transfer Agent at any time
by giving written notice.

Wealth Builder Option
     Shareholders of the Fund may elect to invest in one or more
of the other mutual funds in the Delaware Group through our
Wealth Builder Option.  Under this automatic exchange program,
shareholders can authorize regular monthly investments (minimum
of $100 per fund) to be liquidated from their account and
invested automatically into other mutual funds in the Delaware
Group, subject to the conditions and limitations set forth in the
Prospectus.  See Wealth Builder Option and Redemption and
Exchange in the Prospectus.
     The investment will be made on the 20th day of each month
(or, if the fund selected is not open that day, the next business
day) at the public offering price or net asset value, as
applicable, of the fund selected on the date of investment.  No
investment will be made for any month if the value of the
shareholder's account is less than the amount specified for
investment.
     Periodic investment through the Wealth Builder Option does
not insure profits or protect against losses in a declining
market.  The price of the fund into which investments are made
could fluctuate.  Since this program involves continuous
investment regardless of such fluctuating value, investors
selecting this option should consider their financial ability to
continue to participate in the program through periods of low
fund share prices.  This program involves automatic exchanges
between two or more fund accounts and is treated as a purchase of
shares of the fund into which investments are made through the
program.  See Exchange Privilege for a brief summary of the tax
consequences of exchanges.
     Shareholders can also use the Wealth Builder Option to
invest in the Fund through regular liquidations of shares in
their accounts in other mutual funds in the Delaware Group,
subject to the conditions and limitations described in the Fund's
Prospectus.  Shareholders can terminate their participation at
any time by written notice to the Fund.


























DIVIDENDS AND DISTRIBUTIONS

     The Fund declares a dividend to shareholders of net
investment income on a daily basis.  Dividends are declared each
day the Fund is open and are paid monthly on the first business
day following the end of each month.  Payment by check of cash
dividends will ordinarily be mailed within three business days
after the payable date.  Net investment income earned on days
when the Fund is not open will be declared as a dividend on the
next business day.  Purchases of Fund shares by wire begin
earning dividends when converted into Federal Funds and available
for investment, normally the next business day after receipt. 
However, if the Fund is given prior notice of Federal Funds wire
and an acceptable written guarantee of timely receipt from an
investor satisfying the Fund's credit policies, the purchase will
start earning dividends on the date the wire is received. 
Investors desiring to guarantee wire payments must have an
acceptable financial condition and credit history in the sole
discretion of the Fund.  The Fund reserves the right to terminate
this option at any time.  Purchases by check earn dividends upon
conversion to Federal Funds, normally one business day after
receipt.
     Each Class of the Fund will share proportionately in the
investment income and expenses of the Fund, except that each
Class will alone incur distribution fees under its 12b-1 Plan.
See Plans Under Rule 12b-1.
     Dividends are automatically reinvested in additional shares
at net asset value on the payable date, unless an election to
receive dividends in cash has been made.  Dividend payments of
$1.00 or less will be automatically reinvested, notwithstanding a
shareholder's election to receive dividends in cash.  If such a
shareholder's dividends increase to greater than $1.00, the
shareholder would have to file a new election in order to begin
receiving dividends in cash again.  If a shareholder redeems an
entire account, all dividends accrued to the time of the
withdrawal will be paid by separate check at the end of that
particular monthly dividend period, consistent with the payment
and mailing schedule described above.  Any check in payment of
dividends or other distributions which cannot be delivered by the
United States Post Office or which remains uncashed for a period
of more than one year may be reinvested in the shareholder's
account at the then-current net asset value and the dividend
option may be changed from cash to reinvest.  The Fund may deduct
from a shareholder's account the costs of the Fund's effort to
locate a shareholder if a shareholder's mail is returned by the
Post Office or the Fund is otherwise unable to locate the
shareholder or verify the shareholder's mailing address.  These
costs may include a percentage of the account when a search
company charges a percentage fee in exchange for their location
services.
     Any distributions from net realized securities profits will
be made annually during the quarter following the close of the
fiscal year.  Such distributions will be reinvested in shares at
the net asset value in effect on the first business day after
month end, unless the shareholder elects to receive them in cash.
The Fund will mail a quarterly statement showing dividends paid
and all the transactions made during the period.
The Fund anticipates that substantially all dividends paid
to shareholders will be exempt from federal and Pennsylvania
income taxes and from certain Pennsylvania state and local taxes.
Information concerning the tax status of dividends and
distributions will be mailed to shareholders annually, including
what portion, if any, of the Fund's distribution is subject to
the federal alternative minimum tax should the Fund invest in
"private purpose" bonds.










































TAXES

Federal Income Tax Aspects
     The Fund has qualified, and intends to continue to qualify,
as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended, so as not to be liable
for federal income tax to the extent its earnings are
distributed.  The term "regulated investment company" does not
imply the supervision of management or investment practices or
policies by any government agency.
     Distributions by the Fund representing net interest received
on municipal bonds are considered tax-exempt and are not
includable by shareholders in gross income for federal income tax
purposes because the Fund intends to meet the requirements of the
Internal Revenue Code applicable to regulated investment
companies distributing exempt-interest dividends.  Although
exempt from regular federal income tax, interest paid on certain
types of municipal obligations is deemed to be a preference item
under federal tax law and is subject to the federal alternative
minimum tax.
     For federal income tax purposes, the Fund's portfolio
securities had net unrealized appreciation at February 29, 1996
of $64,604,249 on the basis of specific cost.
     Distributions representing net interest income received by
the Fund from certain temporary investments (such as certificates
of deposit, commercial paper and obligations of the U.S.
government, its agencies and instrumentalities) and net short-
term capital gains realized by the Fund, if any, will be taxable
to shareholders as ordinary income and will not qualify for the
deduction for dividends-received by corporations.  Distributions
of long-term capital gains realized by the Fund, if any, will be
taxable to shareholders as long-term capital gains regardless of
the length of time an investor has held such shares, and these
gains are currently taxed at long-term capital gain rates.  The
tax status of dividends and distributions paid to shareholders
will not be affected by whether they are paid in cash or in
additional shares.  Statements as to the tax status of each
investor's dividends or distributions will be mailed annually. 
The percentage of taxable income at the end of the year will not
necessarily bear relationship to the experience over a shorter
period of time.  Shareholders may incur a tax liability for
federal, state and local taxes upon the sale or redemption of
shares of the Fund.
     Section 265 of the Internal Revenue Code provides that
interest paid on indebtedness incurred or continued to purchase
or carry obligations the interest on which is tax-exempt, and
certain expenses associated with tax-exempt income, are not
deductible.  It is probable that interest on indebtedness
incurred or continued to purchase or carry shares of the Fund is
not deductible.
     The Fund may not be an appropriate investment for persons
who are "substantial users" of facilities financed by "industrial
development bonds" or for investors who are "related persons"
thereof within the meaning of Section 103 of the Internal Revenue
Code.  Persons who are or may be considered "substantial users"
should consult their tax advisers in this matter before
purchasing shares of the Fund.
     The Fund intends to use the "average annual" method of
allocation in the event the Fund realizes any taxable interest
income.  Under this approach, the percentage of interest income
earned that is deemed to be taxable in any year will be the same
for each shareholder who held shares of the Fund at any time
during the year.

State and Local Taxes
     See Taxes in the Prospectus for a discussion of Pennsylvania
taxation.  Shares of the Fund may be taxable for purposes of
Pennsylvania inheritance and estate tax.
     Shareholders of the Fund who are residents of the City of
Pittsburgh may be required to pay Pittsburgh School District and
City personal property tax on their equitable interest of that
portion of the assets of the Fund which are not exempt from such
tax.  However, since the Fund's inception, none of its assets
have been liable for such tax.
     Distributions by the Fund may not be exempt from state or
local income tax in states other than Pennsylvania.  Shareholders
of the Fund are advised to consult their own tax adviser in this
regard.































INVESTMENT MANAGEMENT AGREEMENT

     The Manager, located at One Commerce Square, Philadelphia,
PA 19103, furnishes investment management services to the Fund,
subject to the supervision and direction of the Fund's Board of
Trustees.
     The Manager and its predecessors have been managing the
funds in the Delaware Group since 1938.  The aggregate assets of
these funds on February 29, 1996 were approximately
$10,645,322,000.  Investment advisory services are also provided
to institutional accounts with assets on February 29, 1996 of
approximately $18,852,783,000.
     The Investment Management Agreement for the Fund is dated
April 3, 1995 and was approved by shareholders on March 29, 1995.
     The Agreement has an initial term of two years and may be
renewed each year only so long as such renewal and continuance
are specifically approved at least annually by the Board of
Trustees or by vote of a majority of the outstanding voting
securities of the Fund, and only if the terms and the renewal
thereof have been approved by the vote of a majority of trustees
of the Fund who are not parties thereto or interested persons of
any such party, cast in person at a meeting called for the
purpose of voting on such approval.  The Agreement is terminable
without penalty on 60 days' notice by the trustees of the Fund or
by the Manager.  The Agreement will terminate automatically in
the event of its assignment.
     The Investment Management Agreement provides that the Fund
shall pay the Manager a management fee equal to (on an annual
basis) .60% on the first $500 million of the Fund's average daily
net assets, .575% on the next $250 million and .55% on the
average daily net assets in excess of $750 million, less all
trustees' fees paid to the unaffiliated trustees of the Fund.
     On February 29, 1996, the total net assets of the Fund were
$1,023,872,263.  Investment management fees paid by the Fund for
the past three fiscal years were $5,790,585 for 1994, $5,743,977
for 1995 and $5,877,033 for 1996.
     Under the general supervision of the Board of Trustees, the
Manager makes all investment decisions which are implemented by
the Fund.  The Manager pays the salaries of all trustees,
officers and employees of the Fund who are affiliated with the
Manager.  The Fund pays all of its other expenses, including its
proportionate share of rent and certain other administrative
expenses.  The ratios of expenses to average daily net assets for
Class A Shares and Class B Shares for the fiscal year ended
February 29, 1996 were 0.90% and 1.71%, respectively.  Each ratio
reflects the impact of each Class' respective 12b-1 Plan.  The
Fund anticipates that the ratio of expenses to average daily net
assets of Class C Shares will be approximately equal to that of
the Class B Shares.

Distribution and Service
     The Distributor, Delaware Distributors, L.P. (which formerly
conducted business as Delaware Distributors, Inc.), located at
1818 Market Street, Philadelphia, PA 19103, serves as the
national distributor under a Distribution Agreement dated April
3, 1995, as amended on November 29, 1995.   The Distributor is an
affiliate of the Manager and bears all of the costs of promotion
and distribution, except for payments by Class A Shares, Class B
Shares and Class C Shares under their respective 12b-1 Plans. 
Prior to January 3, 1995, Delaware Distributors, Inc. ("DDI")
served as the national distributor of the Fund's shares.  On that
date, Delaware Distributors, L.P., a newly formed limited
partnership, succeeded to the business of DDI.  All officers and
employees of DDI became officers and employees of Delaware
Distributors, L.P.  DDI is the corporate general partner of
Delaware Distributors, L.P. and both DDI and Delaware
Distributors, L.P. are indirect, wholly owned subsidiaries of
Delaware Management Holdings, Inc.
   
     The Transfer Agent, Delaware Service Company, Inc., another
affiliate of the Manager located at 1818 Market Street,
Philadelphia, PA 19103, serves as the Fund's shareholder
servicing, dividend disbursing and transfer agent pursuant to a
Shareholders Services Agreement dated June 29, 1988.  The
Transfer Agent also provides accounting services to the Fund
pursuant to the terms of a separate Fund Accounting Agreement. 
The Transfer Agent is also an indirect, wholly owned subsidiary
of Delaware Management Holdings, Inc.
    

OFFICERS AND TRUSTEES

     The business and affairs of the Fund are managed under the
direction of its Board of Trustees.
     Certain officers and trustees of the Fund hold identical
positions in each of the other funds in the Delaware Group.  On
March 31, 1996, the Fund's officers and trustees, as a group,
owned less than 1% of the outstanding shares of the Class A
Shares, Class B Shares and Class C Shares, respectively.
     As of March 29, 1996, management believes Merrill, Lynch,
Pierce, Fenner & Smith Inc., Mutual Fund Operations, P.O. Box
41621, Jacksonville, FL 32203 held of record for the benefit of
others 7,199,531 shares (6.11%) of the outstanding shares of the
Class A Shares.  As of the same date, management believes
Merrill, Lynch, Pierce, Fenner & Smith Inc., Mutual Fund
Operations, Attention Book Entry, 4800 Deer Lake Drive East, 3rd
Fl., Jacksonville, FL 32246 held of record for the benefit of
others 158,405 shares (6.15%) of the outstanding shares of the
Class B Shares.  Also, as of the same date, management believes
Jerry Tomchick and Madeline R. Tomchick, 668 South 5th Ave.,
Royersford, PA 19468 held 11,554 shares (36.72%); Luis Vera and
Ana Arreaga, 12601 Chilton Rd., Philadelphia, PA 19154 held 7,101
shares (22.56%); Alan Toltzis and Claudia Rosenberg, 664 Leslie
Ln., Yardley, PA 19067 held 3,559 shares (11.31%); Delaware
Management Company, Inc., Attn. Joseph H. Hastings, 1818 Market
Street, Philadelphia, PA 19103 held for the benefit of others
2,983 shares (9.48%); and Robert L. DiPaolo and Lucia V. DiPaolo,
1204 Dogwood Dr., Reading, PA 19609 held 2,947 shares (9.37%) of
the outstanding shares of the Class C Shares.
     DMH Corp., Delaware Management Company, Inc., Delaware
Distributors, L.P., Delaware Distributors, Inc., Delaware Service
Company, Inc., Delaware Management Trust Company, Delaware
International Holdings Ltd., Founders Holdings, Inc., Delaware
International Advisers Ltd., Delaware Capital Management, Inc.
and Delaware Investment & Retirement Services, Inc. are direct or
indirect, wholly owned subsidiaries of Delaware Management
Holdings, Inc. ("DMH").  On April 3, 1995, a merger between DMH
and a wholly owned subsidiary of Lincoln National Corporation
("Lincoln National") was completed.  In connection with the
merger, a new Investment Management Agreement between the Fund
and the Manager was executed following shareholder approval.  DMH
and the Manager are now wholly owned subsidiaries, and subject to
the ultimate control of, Lincoln National.  Lincoln National,
with headquarters in Fort Wayne, Indiana, is a diversified
organization with operations in many aspects of the financial
services industry, including insurance and investment management.
     Trustees and principal officers of the Fund are noted below
along with their ages and their business experience for the past
five years.   Unless otherwise noted, the address of each officer
and trustee is One Commerce Square, Philadelphia, PA 19103.


































   
*Wayne A. Stork (59)
     Chairman, President, Chief Executive Officer, Trustee and/or
          Director of the Fund, 16 other investment companies in
          the Delaware Group (which excludes Delaware Pooled
          Trust, Inc.), Delaware Management Holdings, Inc., DMH
          Corp., Delaware International Holdings Ltd. and
          Founders Holdings, Inc. 
     Chairman and Director of Delaware Pooled Trust, Inc.,
     Delaware Distributors, Inc., Delaware Capital 
          Management, Inc. and Delaware Investment & Retirement
          Services, Inc. 
     Chairman, President, Chief Executive Officer, Chief         

          Investment Officer and Director of Delaware 
          Management Company, Inc.
     Chairman, Chief Executive Officer and Director of Delaware  

          International Advisers Ltd.
          Director of Delaware Service Company, Inc.
     During the past five years, Mr. Stork has served in various 

         executive capacities at different times 
          within the Delaware organization.

Winthrop S. Jessup (51)
     Executive Vice President of the Fund, 16 other           
          investment companies in the Delaware Group (which
          excludes Delaware Pooled Trust, Inc.) and Delaware
          Management Holdings, Inc.
     President and Chief Executive Officer of Delaware Pooled    

          Trust, Inc.
     President and Director of Delaware Capital Management, Inc.
     Executive Vice President and Director of DMH Corp., Delaware

          Management Company, Inc., Delaware International       

          Holdings Ltd. and Founders Holdings, Inc.
     Vice Chairman and Director of Delaware Distributors, Inc.
     Vice Chairman of Delaware Distributors, L.P.
     Director of Delaware Service Company, Inc., Delaware   
           International Advisers Ltd., Delaware Management Trust

           Company and Delaware Investment & Retirement Services, 

           Inc.
     During the past five years, Mr. Jessup has served in various

           executive capacities at different times within the     

           Delaware organization.

                                 
*Trustee affiliated with the Fund's investment manager and
considered an "interested person" as defined in the 1940 Act.<PAGE>
   

Richard G. Unruh, Jr. (57)
     Executive Vice President of the Fund and each of the other
          17 investment companies in the Delaware Group.
     Executive Vice President and Director of Delaware Management

          Company, Inc.
     Senior Vice President of Delaware Management Holdings, Inc. 

          and Delaware Capital Management, Inc.
     Director of Delaware International Advisers Ltd.
     During the past five years, Mr. Unruh has served in various 

          executive capacities at different times within the     

          Delaware organization.

Paul E. Suckow (49)
     Executive Vice President/Chief Investment Officer, Fixed    

          Income of the Fund, each of the other 17 investment
          companies in the Delaware Group and Delaware Management
          Company, Inc.
     Executive Vice President/Chief Investment Officer/Fixed     

          Income and Director of Founders Holdings, Inc.
     Senior Vice President/Chief Investment Officer, Fixed Income

          of Delaware Management Holdings, Inc.
     Director of Founders CBO Corporation.
     Senior Vice President of Delaware Capital Management, Inc.
     Director, HYPPCO Finance Company Ltd.
     Before returning to the Delaware Group in 1993, Mr. Suckow  

          was Executive Vice President and Director of Fixed     

          Income for Oppenheimer Management Corporation, New     

          York, NY from 1985 to 1992.  Prior to that, Mr. Suckow 

          was a fixed-income portfolio manager for the Delaware  

          Group.

Walter P. Babich (69)
     Trustee and/or Director of the Fund and each of the other 17
          investment companies in the Delaware Group.
     460 North Gulph Road, King of Prussia, PA  19406.
     Board Chairman, Citadel Constructors, Inc.
     From 1986 to 1988, Mr. Babich was a partner of Irwin &
          Leighton and from 1988 to 1991, he was a partner
          of I&L Investors.

Anthony D. Knerr (58)
     Trustee and/or Director of the Fund and each of the other 17
          investment companies in the Delaware Group.
     500 Fifth Avenue, New York, NY  10110.
     Founder and Managing Director, Anthony Knerr & Associates.
     From 1982 to 1988, Mr. Knerr was Executive Vice
     President/Finance and Treasurer of Columbia  
          University, New York.  From 1987 to 1989, he was also a
          lecturer in English at the University.  In addition,
          Mr. Knerr was Chairman of The Publishing Group, Inc.,
          New York, from 1988 to 1990.  Mr. Knerr founded The
          Publishing Group, Inc. in 1988.
    
   
Ann R. Leven (56)
     Trustee and/or Director of the Fund and each of the other 17
          investment companies in the Delaware Group.
     785 Park Avenue, New York, NY  10021.
     Treasurer, National Gallery of Art.
     From 1984 to 1990, Ms. Leven was Treasurer and Chief Fiscal
          Officer of the Smithsonian Institution,Washington,
          DC,and from 1975 to 1992, she was Adjunct Professor of
          Columbia Business School.

W. Thacher Longstreth (76)
     Trustee and/or Director of the Fund and each of the other 17
          investment companies in the Delaware Group.
     City Hall, Philadelphia, PA  19107.
     Philadelphia City Councilman.

Charles E. Peck (71)
     Trustee and/or Director of the Fund and each of the other 17
          investment companies in the Delaware Group.
     P.O. Box 1102, Columbia, MD  21044.
     Secretary/Treasurer, Enterprise Homes, Inc.
     From 1981 to 1990, Mr. Peck was Chairman and Chief Executive
          Officer of The Ryland Group, Inc., Columbia, MD.

David K. Downes (56)
     Senior Vice President/Chief Administrative Officer/Chief
          Financial Officer of the Fund, each of the other 17
          investment companies in the Delaware Group and Delaware
          Management Company, Inc.
     Chairman and Director of Delaware Management Trust Company.
     Chief Executive Officer and Director of Delaware Investment
          & Retirement Services, Inc. 
     Executive Vice President/Chief Administrative Officer/Chief
     Financial Officer/Treasurer of Delaware
          Management Holdings, Inc.
     Senior Vice President/Chief Financial Officer/Treasurer and
     Director of DMH Corp.
     Senior Vice President/Chief Administrative Officer and
          Director of Delaware Distributors, Inc.
     Senior Vice President/Chief Administrative Officer of  
          Delaware Distributors, L.P.
     Senior Vice President/Chief Administrative Officer/Chief
          Financial Officer and Director of Delaware 
          Service Company, Inc.
     Chief Financial Officer and Director of Delaware
          International Holdings Ltd.
     Senior Vice President/Chief Financial Officer/Treasurer of
          Delaware Capital Management, Inc.
     Senior Vice President/Chief Financial Officer and Director
          of Founders Holdings, Inc.
     Director of Delaware International Advisers Ltd.
     Before joining the Delaware Group in 1992, Mr. Downes was
          Chief Administrative Officer, Chief
          Financial Officer and Treasurer of Equitable Capital
          Management Corporation, New York, from December 1985
          through August 1992, Executive Vice President from
          December 1985 through March 1992 and Vice Chairman from
          March 1992 through August 1992.
    
   
George M. Chamberlain, Jr. (49)
     Senior Vice President and Secretary of the Funds,      
          each of the other 17 investment companies in
          the Delaware Group, Delaware Management Holdings, Inc.
          and Delaware Distributors, L.P.
     Executive Vice President, Secretary and Director of Delaware
     Management Trust Company.
     Senior Vice President, Secretary and Director of DMH Corp.,
     Delaware Management Company, Inc., 
          Delaware Distributors, Inc., Delaware Service Company,
          Inc., Founders Holdings, Inc., Delaware Investment &
          Retirement Services, Inc. and Delaware Capital
          Management, Inc.
     Secretary and Director of Delaware International Holdings
          Ltd.
          Director of Delaware International Advisers Ltd.
     Attorney.
     During the past five years, Mr. Chamberlain has served in
          various capacities at different times within the
          Delaware organization.

Patrick P. Coyne (33)
     Vice President/Senior Portfolio Manager of the Fund, of nine
          other investment companies in the Delaware Group and   

          Delaware Management Company, Inc.
     During the past five years, Mr. Coune has served in such
          capacity within the Delaware organization.

Joseph H. Hastings (47)
     Vice President/Corporate Controller of the Fund, each of the
          other 17 investment companies in the Delaware Group,
          Delaware Management Holdings, Inc., DMH Corp., Delaware
          Management Company, Inc., Delaware Distributors, L.P.,
          Delaware Distributors, Inc., Delaware Service Company,
          Inc., Delaware Capital Management, Inc., Founders
          Holdings, Inc. and Delaware International Holdings Ltd.
     Chief Financial Officer/Treasurer of Delaware Investment &
          Retirement Services, Inc. 
     Executive Vice President/Chief Financial Officer/Treasurer
          of Delaware Management Trust Company.
     Assistant Treasurer of Founders CBO Corporation.
     1818 Market Street, Philadelphia, PA  19103.
     Before joining the Delaware Group in 1992, Mr. Hastings was
          Chief Financial Officer for Prudential
          Residential Services, L.P., New York, NY from 1989 to
          1992.  Prior to that, Mr. Hastings served as Controller
          and Treasurer for Fine Homes International, L.P.,
          Stamford, CT from 1987 to 1989.

    
   
Michael P. Bishof (34)
     Vice President/Treasurer of the Fund, each of the other 17
          investment companies in the Delaware Group, Delaware
          Management Company, Inc., Delaware Distributors, Inc.,
          Delaware Distributors, L.P., Delaware Service Company,
          Inc. and Founders Holdings, Inc.
     Vice President/Manager of Investment Accounting of Delaware
          International Holdings Ltd.
     Assistant Treasurer of Founders CBO Corporation.
     1818 Market Street, Philadelphia, PA  19103.
     Before joining the Delaware Group in 1995, Mr. Bishof was a
          Vice President for Bankers Trust, New York, NY from   
          1994 to 1995, a Vice President for CS First Boston   
           Investment Management, New York, NY from 1993 to 1994 

           and an Assistant Vice President for Equitable Capital 

          Management Corporation, New York, NY from 1987 to 1993.

    
     The following is a compensation table listing for each
trustee entitled to receive compensation, the aggregate
compensation received from the Fund and the total compensation
received from all Delaware Group funds for the fiscal year ended
February 29, 1996 and an estimate of annual benefits to be
received upon retirement under the Delaware Group Retirement Plan
for Directors/Trustees as of April 18, 1996.

          
                              Pension or
                              Retirement  Estimated Total
                              Benefits    Annual    Compensation
               Aggregate      Accrued     Benefits  from all 17
               Compensation   as Part of  Upon      Delaware
Name           From Fund      Fund        Retire-   Group
                              Expenses     ment*     Funds       

W. Thacher 
     Longstreth     $3,220    None      $30,000   $51,916
Ann R. Leven        $3,723    None      $30,000   $60,052
Walter P. Babich    $3,618    None      $30,000   $57,916
Anthony D. Knerr    $3,657    None      $30,000   $59,052
Charles E. Peck     $3,220    None      $30,000   $51,916

*    Under the terms of the Delaware Group Retirement Plan for
     Directors/Trustees, each disinterested trustee who, at the
     time of his or her retirement from the Board, has attained
     the age of 70 and served on the Board for at least five
     continuous years, is entitled to receive payments from each
     fund in the Delaware Group for a period equal to the lesser
     of the number of years that such person served as a
     trustee/director or the remainder of such person's life. 
     The amount of such payments will be equal, on an annual
     basis, to the amount of the annual retainer that is paid to
     trustees/directors of each fund at the time of such person's
     retirement.  If an eligible trustee/director retired as of
     April 18, 1996, he or she would be entitled to annual
     payments totaling $30,000, in the aggregate, from all of the
     funds in the Delaware Group, based on the number of funds in
     the Delaware Group as of that date.

EXCHANGE PRIVILEGE

     The exchange privileges available for shareholders of the
Classes and for shareholders of classes of other funds in the
Delaware Group are set forth in the relevant prospectuses for
such classes.  The following supplements that information.  The
Fund may modify, terminate or suspend the exchange privilege upon
60 days' notice to shareholders.
     All exchanges involve a purchase of shares of the fund into
which the exchange is made.  As with any purchase, an investor
should obtain and carefully read that fund's prospectus before
buying shares in an exchange.  The prospectus contains more
complete information about the fund, including charges and
expenses.  A shareholder requesting such an exchange will be sent
a current prospectus and an authorization form for any of the
other mutual funds in the Delaware Group.  Exchange instructions
must be signed by the record owner(s) exactly as the shares are
registered.
     An exchange constitutes, for tax purposes, the sale of one
fund and the purchase of another.  The sale may involve either a
capital gain or loss to the shareholder for federal income tax
purposes.
     In addition, investment advisers and dealers may make
exchanges between funds in the Delaware Group on behalf of their
clients by telephone or other expedited means.  This service may
be discontinued or revised at any time by the Transfer Agent. 
Such exchange requests may be rejected if it is determined that a
particular request or the total requests at any time could have
an adverse effect on any of the funds.  Requests for expedited
exchanges may be submitted with a properly completed exchange
authorization form, as described above.

Telephone Exchange Privilege
     Shareholders owning shares for which certificates have not
been issued or their investment dealers of record may exchange
shares by telephone for shares in other mutual funds in the
Delaware Group.  This service is automatically provided unless
the Fund receives written notice from the shareholder to the
contrary.
     Shareholders or their investment dealers of record may
contact the Shareholder Service Center at 800-523-1918 to effect
an exchange.  The shareholder's current Fund account number must
be identified, as well as the registration of the account, the
share or dollar amount to be exchanged and the fund into which
the exchange is to be made.  Requests received on any day after
the time the offering price and net asset value are determined
will be processed the following day.  See Determining Offering
Price and Net Asset Value.  Any new account established through
the exchange will automatically carry the same registration,
shareholder information and dividend option as the account from
which the shares were exchanged.  The exchange requirements of
the fund into which the exchange is being made, such as sales
charges, eligibility and investment minimums, must be met.  (See
the prospectus of the fund desired or inquire by calling the
Transfer Agent.)
     The telephone exchange privilege is intended as a
convenience to shareholders and is not intended to be a vehicle
to speculate on short-term swings in the securities market
through frequent transactions in and out of the funds in the
Delaware Group.  Telephone exchanges may be subject to
limitations as to amounts or frequency.  The Transfer Agent and
the Fund reserve the right to record exchange instructions
received by telephone and to reject exchange requests at any time
in the future.
     As described in the Fund's Prospectus, neither the Fund nor
its Transfer Agent is responsible for any shareholder loss
incurred in acting upon written or telephone instructions for
redemption or exchange of Fund shares which are reasonably
believed to be genuine.

Right to Refuse Timing Accounts
     With regard to accounts that are administered by market
timing services ("Timing Firms") to purchase or redeem shares
based on changing economic and market conditions ("Timing
Accounts"), the Fund will refuse any new timing arrangements, as
well as any new purchases (as opposed to exchanges) in Delaware
Group funds from Timing Firms.  The Fund reserves the right to
temporarily or permanently terminate the exchange privilege or
reject any specific purchase order for any person whose
transactions seem to follow a timing pattern who: (i) makes an
exchange request out of the Fund within two weeks of an earlier
exchange request out of the Fund, (ii) makes more than two
exchanges out of the Fund per calendar quarter, or (iii)
exchanges shares equal in value to at least $5 million, or more
than 1/4 of 1% of the Fund's net assets.  Accounts under common
ownership or control, including accounts administered so as to
redeem or purchase shares based upon certain predetermined market
indicators, will be aggregated for purposes of the exchange
limits.

Restrictions on Timed Exchanges
     Timing Accounts operating under existing timing agreements
may only execute exchanges between the following eight Delaware
Group funds:  (1) Decatur Income Fund, (2) Decatur Total Return
Fund, (3) Delaware Fund, (4) Limited-Term Government Fund, (5)
Tax-Free USA Fund, (6) Delaware Cash Reserve, (7) Delchester Fund
and (8) the Fund.  No other Delaware Group funds will be
available for timed exchanges.  Assets redeemed or exchanged out
of Timing Accounts in Delaware Group funds not listed above may
not be reinvested back into that Timing Account.  The Fund
reserves the right to apply these same restrictions to the
account(s) of any person whose transactions seem to follow a time
pattern (as described above).
     The Fund also reserves the right to refuse the purchase side
of an exchange request by any Timing Account, person, or group
if, in the Manager's judgment, the Fund would be unable to invest
effectively in accordance with its investment objectives and
policies, or would otherwise potentially be adversely affected. 
A shareholder's purchase exchanges may be restricted or refused
if the Fund receives or anticipates simultaneous orders affecting
significant portions of the Fund's assets.  In particular, a
pattern of exchanges that coincide with a "market timing"
strategy may be disruptive to the Fund and therefore may be
refused.
     Except as noted above, only shareholders and their
authorized brokers of record will be permitted to make exchanges
or redemptions.

                                 *   *   *

     Following is a summary of the investment objectives of the
other Delaware Group funds:
     Delaware Fund seeks long-term growth by a balance of capital
appreciation, income and preservation of capital.  It uses a
dividend-oriented valuation strategy to select securities issued
by established companies that are believed to demonstrate
potential for income and capital growth.  Devon Fund seeks
current income and capital appreciation by investing primarily in
income-producing common stocks, with a focus on common stocks the
Manager believes have the potential for above average dividend
increases over time.
     Trend Fund seeks long-term growth by investing in common
stocks issued by emerging growth companies exhibiting strong
capital appreciation potential.
     Value Fund seeks capital appreciation by investing primarily
in common stocks whose market values appear low relative to their
underlying value or future potential.
     DelCap Fund seeks long-term capital growth by investing in
common stocks and securities convertible into common stocks of
companies that have a demonstrated history of growth and have the
potential to support continued growth.
     Decatur Income Fund seeks the highest possible current
income by investing primarily in common stocks that provide the
potential for income and capital appreciation without undue risk
to principal.  Decatur Total Return Fund seeks long-term growth
by investing primarily in securities that provide the potential
for income and capital appreciation without undue risk to
principal.
   
     Delchester Fund seeks as high a current income as possible
by investing principally in high yield, high risk corporate
bonds, and also in U.S. government securities and commercial
paper.  Strategic Income Fund seeks to provide investors with
high current income and total return by using a multi-sector
investment approach, investing principally in three sectors of
the fixed-income securities markets:  high-yield, higher risk
securities, investment grade fixed-income securities and foreign
government and other foreign fixed-income securities.
    
     U.S. Government Fund seeks high current income by investing
primarily in long-term debt obligations issued or guaranteed by
the U.S. government, its agencies or instrumentalities.
     Limited-Term Government Fund seeks high, stable income by
investing primarily in a portfolio of short- and intermediate-
term securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities and instruments secured by such
securities.  U.S. Government Money Fund seeks maximum current
income with preservation of principal and maintenance of
liquidity by investing only in short-term securities issued or
guaranteed as to principal and interest by the U.S. government,
its agencies or instrumentalities, and repurchase agreements
collateralized by such securities, while maintaining a stable net
asset value.
     Delaware Cash Reserve seeks the highest level of income
consistent with the preservation of capital and liquidity through
investments in short-term money market instruments, while
maintaining a stable net asset value.
     Tax-Free USA Fund seeks high current income exempt from
federal income tax by investing in municipal bonds of
geographically-diverse issuers.  Tax-Free Insured Fund invests in
these same types of securities but with an emphasis on municipal
bonds protected by insurance guaranteeing principal and interest
are paid when due.  Tax-Free USA Intermediate Fund seeks a high
level of current interest income exempt from federal income tax,
consistent with the preservation of capital by investing
primarily in municipal bonds.
     Tax-Free Money Fund seeks high current income, exempt from
federal income tax, by investing in short-term municipal
obligations, while maintaining a stable net asset value.
   
     International Equity Fund seeks to achieve long-term growth
without undue risk to principal by investing primarily in
international securities that provide the potential for capital
appreciation and income.  Global Bond Fund seeks to achieve
current income consistent with the preservation of principal by
investing primarily in global fixed-income securities that may
also provide the potential for capital appreciation.  Global
Assets Fund seeks to achieve long-term total return by investing
in global securities which will provide higher current income
than a portfolio comprised exclusively of equity securities,
along with the potential for capital growth.    Emerging Markets
Fund seeks long-term capital appreciation by investing primarily
in equity securities of issuers located or operating in emerging
countries.
     Enterprise Fund seeks to provide maximum appreciation of
capital by investing in medium-sized companies which have a
dominant position within their industry, are undervalued, or have
potential for growth in earnings.  U.S. Growth Fund seeks to
maximize capital appreciation by investing in companies of all
sizes which have low dividend yields, strong balance sheets and
high expected earnings growth rates relative to their industry. 
World Growth Fund seeks to maximize total return (capital
appreciation and income), principally through investments in an
internationally diversified portfolio of equity securities.  New
Pacific Fund seeks long-term capital appreciation by investing
primarily in companies which are domiciled in or have their
principal business activities in the Pacific Basin.  Federal Bond
Fund seeks to maximize current income consistent with
preservation of capital.  The fund attempts to achieve this
objective by investing primarily in securities issued by the U.S.
government, its agencies and instrumentalities.  Corporate Income
Fund seeks to provide high current income consistent with
preservation of capital.  The fund attempts to achieve this
objective primarily by investing in a diversified portfolio of
investment-grade fixed-income securities issued by U.S.
corporations.
     Delaware Group Premium Fund offers ten funds available
exclusively as funding vehicles for certain insurance company
separate accounts.  Equity/Income Series seeks the highest
possible total rate of return by selecting issues that exhibit
the potential for capital appreciation while providing higher
than average dividend income.  High Yield Series seeks as high a
current income as possible by investing in rated and unrated
corporate bonds, U.S. government securities and commercial paper.
Capital Reserves Series seeks a high stable level of current
income while minimizing fluctuations in principal by investing in
a diversified portfolio of short- and intermediate-term
securities.  Money Market Series seeks the highest level of
income consistent with preservation of capital and liquidity
through investments in short-term money market instruments. 
Growth Series seeks long-term capital appreciation by investing
its assets in a diversified portfolio of securities exhibiting
the potential for significant growth.  Multiple Strategy Series
seeks a balance of capital appreciation, income and preservation
of capital.  It uses a dividend-oriented valuation strategy to
select securities issued by established companies that are
believed to demonstrate potential for income and capital growth. 
International Equity Series seeks long-term growth without undue
risk to principal by investing primarily in equity securities of
foreign issuers that provide the potential for capital
appreciation and income.  Value Series seeks capital appreciation
by investing in small- to mid-cap common stocks whose market
values appear low relative to their underlying value or future
earnings and growth potential.  Emphasis will also be placed on
securities of companies that may be temporarily out of favor or
whose value is not yet recognized by the market.  Emerging Growth
Series seeks long-term capital appreciation by investing
primarily in small-cap common stocks and convertible securities
of emerging and other growth-oriented companies.  These
securities will have been judged to be responsive to changes in
the market place and to have fundamental characteristics to
support growth.  Income is not an objective.  Global Bond Series
seeks to achieve current income consistent with the preservation
of principal by investing primarily in global fixed-income
securities that may also provide the potential for capital
appreciation.
    
     For more complete information about any of the Delaware
Group funds, including charges and expenses, you can obtain a
prospectus from the Distributor.  Read it carefully before you
invest or forward funds.
     Each of the summaries above is qualified in its entirety by
the information contained in each fund's prospectus(es).

GENERAL INFORMATION

     The Manager is the investment manager of the Fund.  The
Manager or its affiliate, Delaware International Advisers Ltd.,
also manages the other funds in the Delaware Group.  The Manager,
through a separate division, also manages private investment
accounts.  While investment decisions for the Fund are made
independently from those of the other funds and accounts,
investment decisions for such other funds and accounts may be
made at the same time as investment decisions for the Fund.
       
     The Manager, or its affiliate Delaware International
Advisers Ltd., also manages the investment options for Delaware
Medallion[sm] III Variable Annuity.  Medallion is issued by
Allmerica Financial Life Insurance and Annuity Company (First
Allmerica Financial Life Insurance Company in New York and
Hawaii).  Delaware Medallion offers 10 different investment
series ranging from domestic equity funds, international equity
and bond funds and domestic fixed income funds.  Each investment
series available through Medallion utilizes an investment
strategy and discipline the same as or similar to one of the
Delaware Group mutual funds available outside the annuity.  See
Delaware Group Premium Fund, above.
         
     Access persons and advisory persons of the Delaware Group of
funds, as those terms are defined in SEC Rule 17j-1 under the
1940 Act, who provide services to the Manager, Delaware
International Advisers Ltd. or their affiliates, are permitted to
engage in personal securities transactions subject to the
exceptions set forth in Rule 17j-1 and the following general
restrictions and procedures:  (1) certain blackout periods apply
to personal securities transactions of those persons; (2)
transactions must receive advance clearance and must be completed
on the same day as the clearance is received; (3) certain persons
are prohibited from investing in initial public offerings of
securities and other restrictions apply to investments in private
placements of securities; (4) opening positions may only be
closed-out at a profit after a 60-day holding period has elapsed;
and (5) the Compliance Officer must be informed periodically of
all securities transactions and duplicate copies of brokerage
confirmations and account statements must be supplied to the
Compliance Officer.
     The Distributor acts as national distributor for the Fund
and for the other mutual funds in the Delaware Group.  As
previously described, prior to January 3, 1995, DDI served as the
national distributor for the Fund.  The Distributor, and, in its
capacity as such, DDI, received net commissions from the Fund on
behalf of Class A Shares after reallowances to dealers, as
follows:



Fiscal         Total Amount        Amounts      Net
Year           of Underwriting     Reallowed    Commission
Ended          Commissions        to Dealers    to DDLP/DDI

2/29/96        $1,812,149         $1,508,209    $303,940
2/28/95         2,314,576          1,933,079     381,497
2/28/94         5,279,191          4,394,782     884,409

     For the fiscal year ended February 28, 1994, there were no
Limited CDSC payments received with respect to Class A Shares. 
For the fiscal year ended February 28, 1995, the Distributor,
and, in its capacity as the Fund's national distributor, DDI,
received Limited CDSC payments in the aggregate amount of $9,359
with respect to the Class A Shares.  For the fiscal year ended
February 29, 1996, there were no Limited CDSC payments received
with respect to Class A Shares.
     For the period May 2, 1994 (date of initial public offering)
through February 28, 1995, the Distributor, and, in its capacity
as the Fund's national distributor, DDI, received CDSC payments
in the aggregate amount of $4,941 with respect to the Class B
Shares.  For the fiscal year ended February 29, 1996, the
Distributor received CDSC payments in the amount of $47,610 with
respect to Class B Shares.
     For the period November 29, 1995 (date of initial public
offering) through February 29, 1996, there were no CDSC payments
received with respect to Class C Shares.
     Effective as of January 3, 1995, all such payments described
above have been paid to the Distributor.
   
     The Transfer Agent, an affiliate of the Manager, acts as
shareholder servicing, dividend disbursing and transfer agent for
the Fund and for the other mutual funds in the Delaware Group. 
The Transfer Agent is paid a fee by the Fund for providing these
services consisting of an annual per account charge of $11.00
plus transaction charges for particular services according to a
schedule.  Compensation is fixed each year and approved by the
Board of Trustees, including a majority of the unaffiliated
trustees.  The Transfer Agent also provides accounting services
to the Fund.  Those services include performing all functions
related to calculating the Fund's net asset value and providing
all financial reporting services, regulatory compliance testing
and other related accounting services.  For its services, the
Transfer Agent is paid a fee based on total assets of all funds
in the Delaware Group for which it provides such accounting
services.  Such fee is equal to 0.25% multiplied by the total
amount of assets in the complex for which the Transfer Agent
furnishes accounting services, where such aggregate complex
assets are $10 billion or less, and 0.20% of assets if such
aggregate complex assets exceed $10 billion.  The fees are
charged to each fund, including the Fund, on an aggregate pro-
rata basis.  The asset-based fee payable to the Transfer Agent is
subject to a minimum fee calculated by determining the total
number of investment portfolios and associated classes.
     Bankers Trust Company ("Bankers"), One Bankers Trust Plaza,
New York, NY 10006, is custodian of the Fund's securities and
cash.  As custodian for the Fund, Bankers maintains a separate
account or accounts for the Fund; receives, holds and releases
portfolio securities on account of the Fund; receives and
disbursements of money on behalf of the Fund; and collects and
receives income and other payments and distributions on account
of the Fund's portfolio securities.
    
Shareholder and Trustee Liability
     Under Pennsylvania law, shareholders of the Fund may, under
certain circumstances, be held personally liable as partners for
the obligations of the Fund.  The Declaration of Trust contains
an express disclaimer of shareholder liability for acts or
obligations of the Fund and requires that notice of such
disclaimer be given in each agreement, obligation or instrument
entered into or executed by the Fund or the trustees, but this
disclaimer may not be effective in some jurisdictions or as to
certain types of claims.  The Declaration of Trust provides for
indemnification out of the Fund property of any shareholder held
personally liable for the obligations of the Fund.  The
Declaration of Trust also provides that the Fund shall, upon
request, assume the defense of any claim made against any
shareholder for any act or obligation of the Fund and satisfy any
judgment thereon.  Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet
its obligations.
     The Declaration of Trust further provides that the trustees
will not be liable for errors of judgment or mistakes of fact or
law, but nothing in the Declaration of Trust protects a trustee
against any liability to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
office.
     The legality of the issuance of the shares offered hereby,
registered pursuant to Rule 24f-2 under the 1940 Act, has been
passed upon for the Fund by Stradley, Ronon, Stevens & Young,
LLP, Philadelphia, Pennsylvania.

Capitalization
     DMC Tax-Free Income Trust-Pennsylvania (which, as of May 18,
1992, is known and does business as Tax-Free Pennsylvania Fund)
offers three classes of shares, Class A Shares, Class B Shares
and Class C Shares, and has an unlimited authorized number of
shares of beneficial interest with no par value allocated to each
Class.  All shares have equal voting rights, no preemptive
rights, are fully transferable and, when issued, are fully paid
and nonassessable.  Class A Shares, Class B Shares and Class C
Shares represent a proportionate interest in the assets of the
Fund and have the same voting and other rights and preferences,
except that shareholders of the Class A Shares, Class B Shares
and Class C Shares may vote only on matters affecting the 12b-1
Plan that relates to the class of shares that they hold. 
However, Class B Shares may vote on any proposal to increase
materially the fees to be paid by the Fund under the Plan
relating to Class A Shares.  General expenses of the Fund will be
allocated on a pro-rata basis to the Classes according to asset
size, except that expenses of the 12b-1 Plans of Class A Shares,
Class B Shares and Class C Shares will be allocated solely to
those classes.  
     Prior to May 2, 1994, Tax-Free Pennsylvania Fund A Class was
known as Tax-Free Pennsylvania Fund class.

Noncumulative Voting
     The Fund's shares have noncumulative voting rights which
means that the holders of more than 50% of the shares of the Fund
voting for the election of trustees can elect all the trustees if
they choose to do so, and, in such event, the holders of the
remaining shares will not be able to elect any trustees.
     This Part B does not include all of the information
contained in the Registration Statement which is on file with the
Securities and Exchange Commission.


APPENDIX A--DESCRIPTION OF RATINGS

Bonds
     Excerpts from Moody's description of its bond ratings:  Aaa-
-judged to be the best quality.  They carry the smallest degree
of investment risk; Aa--judged to be of high quality by all
standards; A--possess favorable attributes and are considered
"upper medium" grade obligations; Baa--considered as medium grade
obligations.  Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time; Ba--judged to have speculative elements; their
future cannot be considered as well assured.  Often the
protection of interest and principal payments may be very
moderate and thereby not well safeguarded during both good and
bad times over the future.  Uncertainty of position characterizes
bonds in this class; B--generally lack characteristics of the
desirable investment.  Assurance of interest and principal
payments or of maintenance of other terms of the contract over
any long period of time may be small; Caa--are of poor standing. 
Such issues may be in default or there may be present elements of
danger with respect to principal or interest; Ca--represent
obligations which are speculative in a high degree.  Such issues
are often in default or have other marked shortcomings; C--the
lowest rated class of bonds and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real
investment standing.
     Excerpts from S&P's description of its bond ratings:  AAA--
highest grade obligations.  They possess the ultimate degree of
protection as to principal and interest; AA--also qualify as high
grade obligations, and in the majority of instances differ from
AAA issues only in a small degree; 
A--strong ability to pay interest and repay principal although
more susceptible to changes in circumstances; BBB--regarded as
having an adequate capacity to pay interest and repay principal;
BB, B, CCC, CC--regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation.  BB
indicates the lowest degree of speculation and CC the highest
degree of speculation.  While such debt will likely have some
quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse
conditions; C--reserved for income bonds on which no interest is
being paid; D--in default, and payment of interest and/or
repayment of principal is in arrears.

State and Municipal Notes
     MIG-1/VMIG-1--Notes bearing either of these designations are
of the best quality, enjoying strong protection from established
cash flows of funds for their servicing or from established and
broad-based access to the market for refinancing, or both.
     MIG-2/VMIG-2--Notes bearing either of these designations are
of high quality, with margins of protection ample although not so
large as in the preceding group.
     SP-1--Very strong or strong capacity to pay principal and
interest.  Those issues determined to possess overwhelming safety
characteristics will be given a plus (+) designation.
     SP-2--Satisfactory capacity to pay principal and interest.

































SAI-PA-CHT

APPENDIX B--TAX EXEMPT vs TAXABLE YIELDS


                                             1996 Rates

             Taxable Income                  
                                             
                                             
  Single Return        Joint Return        Fed      State Income
   $0-24,000            $0-40,100          15%           2.8%
$24,001-58,150       $40,101-96,900        28%           2.8%
$58,151-121,300      $96,901-147,700       31%           2.8%
$121,301-263,750     $147,701-263,750      36%           2.8%
  Over $263,750        Over $263,750     39.6%           2.8%


                           Tax-Free Yield - 5.0%


                                Federal            Federal
                 Federal          State              State
                  State          County             County
   Federal       County        Pittsburgh        Philadelphia
   Taxable       Taxable         Taxable            Taxable
 Equivalent    Equivalent     Equivalent(1)      Equivalent(2)

    5.88%         6.46%          7.29%             6.81%
    6.94%         7.56%          8.38%             7.96%
    7.25%         7.87%          8.69%             8.29%
    7.81%         8.45%          9.27%             8.90%
    8.28%         8.93%          9.75%             9.41%


                           Tax-Free Yield - 6.0%
                                     
                                 Federal            Federal
                 Federal          State              State
                  State          County             County
   Federal       County        Pittsburgh        Philadelphia
   Taxable       Taxable         Taxable            Taxable
 Equivalent    Equivalent     Equivalent(1)      Equivalent(2)

    7.06%         7.67%          8.50%             8.09%
    8.33%         8.98%          9.81%             9.47%
    8.70%         9.36%         10.18%             9.86%
    9.38%        10.06%         10.88%            10.60%
    9.93%        10.63%         11.45%            11.20%

                              1996 Rates

             Taxable Income                  
                                             
                                             
  Single Return        Joint Return        Fed      State Income

   $0-24,000            $0-40,100          15%           2.8%
$24,001-58,150       $40,101-96,900        28%           2.8%
$58,151-121,300      $96,901-147,700       31%           2.8%
$121,301-263,750     $147,701-263,750      36%+          2.8%
  Over $263,750        Over $263,750     39.6%+          2.8%


                         Tax-Free Yield - 7.0%

                                 Federal            Federal
                 Federal          State              State
                  State          County             County
   Federal       County        Pittsburgh        Philadelphia
   Taxable       Taxable         Taxable            Taxable
 Equivalent    Equivalent     Equivalent(1)      Equivalent(2)

    8.24%         8.88%          9.71%             9.36%
    9.72%        10.41%         11.24%            10.97%
   10.14%        10.85%         11.67%            11.43%
   10.94%        11.66%         12.49%            12.29%
   11.59%        12.33%         13.16%            13.00%


                           Tax-Free Yield - 8.0%

                                 Federal            Federal
                 Federal          State              State
                  State          County             County
   Federal       County        Pittsburgh        Philadelphia
   Taxable       Taxable         Taxable            Taxable
 Equivalent    Equivalent     Equivalent(1)      Equivalent(2)

    9.41%        10.09%         10.92%            10.64%
   11.11%        11.84%         12.67%            12.48%
   11.59%        12.34%         13.16%            13.00%
   12.50%        13.27%         14.09%            13.99%
   13.25%        14.04%         14.86%            14.79%


Equivalent yields are based on a fixed $1,000 investment with all
taxes deducted from income.  Included in all areas are the
effects of:  federal income tax minus savings from itemizing
state and local taxes, a 2.8% Pennsylvania income tax and a 4
mill county personal property tax.  (1) Pittsburgh equivalent
yields also include 4 mill city and 4 mill school property
taxes.  (2) Philadelphia equivalent yields also include the 4.96%
school income tax.  While it is expected that the Fund will
invest primarily in obligations exempt from taxes, other income
received by the Fund may be taxable.  The yield used in the
illustration should not be considered representative of the
Fund's yield at any specific time.
   
    
+For tax years beginning after 1992, a 36% tax rate applies to
all taxable income in excess of the maximum dollar amounts
subject to the 31% tax rate.  In addition, a 10% surtax (not
applicable to capital gains)applies to certain high-income
taxpayers.  It is computed by applying a 39.6% rate to taxable
income in excess of $263,750.  The above tables do not reflect
the personal exemption phaseout nor the limitations of itemized
deductions that may apply.
    












































APPENDIX C


Investing in Pennsylvania Tax-Exempt Obligations
     The following information constitutes only a brief summary,
does not purport to be a complete description, and is derived
from official statements prepared in connection with the issuance
of bonds and notes of the Commonwealth of Pennsylvania (the
"Commonwealth") and other sources that are generally available to
investors.  The information is provided as general information
intended to give a recent historical description and is not
intended to indicate future or continuing trends in the financial
or other positions of the Commonwealth or of local government
units located in the Commonwealth.  The Fund has not
independently verified this information.
     The fiscal years 1990 through 1994 were marked by public
health and welfare costs growing at a rate double the growth rate
for all state expenditures.  During this period, public health
and welfare costs rose by an average annual rate of 9.4% while
tax revenues were growing at an average annual rate of 5.8%. 
Consequently, spending on other budget programs was restrained to
a growth rate of 4.7%, and sources of revenues other than taxes
(including transfers from other Commonwealth funds and hospital
and nursing home pooling of contributions to use as federal
matching funds) became larger components of fund revenues.
     Fiscal 1995 was the fourth consecutive fiscal year the
Commonwealth reported an increase in its fiscal year-end
unappropriated General Fund balance.  The fiscal 1995
unappropriated surplus (prior to reserves for transfer to the Tax
Stabilization Fund) was $540 million, an increase of $204.2
million over the fiscal 1994 unappropriated surplus (prior to
transfers).  Commonwealth revenues totalled $16,224.6 million,
$459.4 million (2.9%) above the estimate of revenues used at the
time the budget was enacted.  The higher than estimated revenues
from tax sources were due to faster economic growth in the
national and state economy than had been projected when the
budget was adopted.  Expenditures from Commonwealth revenues
(excluding pooled financing expenditures), including $65.5
million of supplemental appropriations enacted at the close of
the 1995 fiscal year, totaled $15,674 million, representing an
increase of 5% over spending during fiscal 1994.
     The enacted fiscal 1996 budget provides for expenditures
from Commonwealth revenues of $16,161.7 million, a 2.7% increase
over total appropriations from Commonwealth revenues in fiscal
1995.  The fiscal 1996 budget is based on anticipated
Commonwealth revenues, net of enacted tax changes but prior to
tax refunds, of $16.27 billion, an increase over actual fiscal
1995 Commonwealth revenues of .3%.  Excluding the estimated
effects of the tax changes enacted in 1994 and 1995, Commonwealth
revenues for fiscal 1996 are estimated to increase by
approximately 2.9%.  Tax changes (reductions) enacted with the
fiscal 1996 budget totaled $282.9 million, representing an
approximate 1.7% of base revenues.  The largest dollar value
changes were in the corporate net income tax where the scheduled
1997 reduction of the tax rate to 9.99% was accelerated to the
1995 tax year; a double weighing was provided for the sales
factor of the corporate net income tax apportionment calculation;
and the maximum allowance for the net operating loss deduction
was increased from $500,000 to $1 million.  The fiscal 1996 cost
of these corporate net income tax changes is estimated to be
$210.8 million.  Other major components of the tax reduction
include a $12.1 million decrease for the capital stock and
franchise tax from an increase in the exemption amount; $24.7
million from the repeal of the tax on annuities; and $27.9
million from an acceleration of the scheduled phase-out of the
inheritance tax on transfers of certain property to a surviving
spouse.  A 90-day amnesty program was also authorized in the tax
bill and will be available to taxpayers from mid-October 1995
through mid-January 1996.
     Nonagricultural employment in the Commonwealth declined by
5.1% during the recessionary period from 1980 to 1983.  In 1984,
the declining trend was reversed as employment grew by 2.9% over
1983 levels.  From 1983 to 1990, Commonwealth employment
continued to grow each year, increasing an additional 14.3%.  For
the last three years, employment in the Commonwealth has
increased 2.0%.  The unemployment rate in Pennsylvania as of
October 1995 stood at a seasonally adjusted rate of 5.1%.  The
seasonally adjusted national unemployment rate for October 1995
was 5.5%.
     The current Constitutional provisions pertaining to
Commonwealth debt permit the issuance of the following types of
debt: (i) debt to suppress insurrection or rehabilitate areas
affected by disaster; (ii) electorate-approved debt; (iii) debt
for capital projects subject to an aggregate debt limit of 1.75
times the annual average tax revenues of the preceding five
fiscal years; and (iv) tax anticipation notes payable in the
fiscal year of issuance.  All debt except tax anticipation notes
must be amortized in substantial and regular amounts.
     Debt service on all bonded indebtedness of Pennsylvania,
except that issued for highway purposes or the benefit of other
special revenue funds, is payable from Pennsylvania's General
Fund, which receives all Commonwealth revenues that are not
specified by law to be deposited elsewhere.  As of June 30, 1995,
the Commonwealth had $5,045 million of general obligation debt
outstanding.
     Other state-related obligations include "moral obligations."

Moral obligation indebtedness may be issued by the Pennsylvania
Housing Finance Agency ("PHFA"), a state agency which provides
financing for housing for lower and moderate income families, and
The Hospitals and Higher Education Facilities Authority of
Philadelphia, a municipal authority organized by the City of
Philadelphia to, among other things, acquire and prepare various
sites for use as intermediate care facilities for the mentally
handicapped.  PHFA's bonds, but not its notes, are partially
secured by a capital reserve fund required to be maintained by
PHFA in an amount equal to the maximum annual debt service on its
outstanding bonds in any succeeding calendar year.  PHFA is not
permitted to borrow additional funds as long as any deficiency
exists in the capital reserve fund.
     Certain state-created agencies have statutory authorization
to incur debt for which state appropriations to pay debt service
thereon is not required.  The debt of these agencies is supported
by assets of, or revenues derived from, the various projects
financed and is not an obligation of the Commonwealth.  Some of
these agencies, however, are indirectly dependent on Pennsylvania
appropriations.  In addition, the Commonwealth maintains pension
plans covering state employees, public school employees and
employees of certain state-related organizations.  For their
fiscal years ended in 1994 the State Employees' Retirement System
had a $249 million surplus and the Public School Employees'
Retirement System had a total unfunded actuarial accrued
liability of $3,797 million.
     The City of Philadelphia is the largest city in the
Commonwealth with an estimated population of 1,585,577 according
to the 1990 Census.  Legislation providing for the establishment
of Pennsylvania Intergovernmental Cooperation Authority ("PICA")
to assist Philadelphia in remedying fiscal emergencies was
enacted by the Pennsylvania General Assembly and approved by the
Governor in June 1991.  PICA is designed to provide assistance
through the issuance of funding debt and to make factual findings
and recommendations to Philadelphia concerning its budgetary and
fiscal affairs.  At this time, Philadelphia is operating under a
five year fiscal plan approved by PICA on April 17, 1995, as
modified in July 1995.
     To date, PICA has issued $1.42 billion of its Special Tax
Revenue Bonds.  This financial assistance has included the
refunding of certain general obligation bonds, funding of capital
projects and the liquidation of the cumulative General Fund
balance deficit as of June 30, 1992 of $224.9 million.  The
audited General Fund balance of Philadelphia as of June 30, 1994
reflects a surplus of approximately $15.4 million, up from
approximately $3 million as of June 30, 1993.  Preliminary
unaudited financial statements as of June 30, 1995 projected a
surplus approximating $59.6 million and published news accounts
indicate that the official surplus was $80.5 million.
     There is various litigation pending against the
Commonwealth, its officers and employees.  In 1978, the
Pennsylvania General Assembly approved a limited waiver of
sovereign immunity.  Damages for any loss are limited to $250,000
for each person and $1 million for each accident.  The Supreme
Court held that this limitation is constitutional.  Approximately
3,500 suits against the Commonwealth are pending, some of which,
if decided adversely to the Commonwealth, could have a material
adverse impact on governmental operations.

























FINANCIAL STATEMENTS

     Ernst & Young LLP serves as the independent auditors for the
Fund and, in its capacity as such, audits the financial
statements contained in the Fund's Annual Report.  The Fund's
Statement of Net Assets, Statement of Operations, Statements of
Changes in Net Assets, and Notes to Financial Statements, as well
as the report of Ernst & Young LLP, independent auditors, for the
fiscal year ended February 29, 1996, are included in the Fund's
Annual Report to shareholders.   The financial statements, the
notes relating thereto and the report of Ernst & Young LLP listed
above are incorporated by reference from the Annual Report into
this Part B.
















































     The Delaware Group includes funds with a wide range of
investment objectives.  Stock funds, income funds, tax-free
funds, money market funds, global and international funds and
closed-end equity funds give investors the ability to create a
portfolio that fits their personal financial goals.  For more
information, contact your financial adviser or call Delaware
Group at 800-523-4640.


INVESTMENT MANAGER
Delaware Management Company, Inc.
One Commerce Square
Philadelphia, PA  19103
NATIONAL DISTRIBUTOR
Delaware Distributors, L.P.
1818 Market Street
Philadelphia, PA  19103
SHAREHOLDER SERVICING,
DIVIDEND DISBURSING 
AND TRANSFER AGENT
Delaware Service Company, Inc.
1818 Market Street
Philadelphia, PA  19103
LEGAL COUNSEL
Stradley, Ronon, Stevens & Young, LLP
One Commerce Square
Philadelphia, PA  19103
INDEPENDENT AUDITORS
Ernst & Young LLP
Two Commerce Square
Philadelphia, PA  19103
CUSTODIAN
   
Bankers Trust Company 
One Bankers Trust Plaza
New York, NY  10006
    
























                                  TAX-FREE PENNSYLVANIA FUND

                                    A CLASS

                                    B CLASS

                                    C CLASS

                                    CLASSES OF TAX-FREE          

                                    PENNSYLVANIA FUND








                                    PART B

                                    STATEMENT OF
                                    ADDITIONAL INFORMATION


   
                                    APRIL 29, 1996
                                   (as revised December 17, 1996)
    













                                                      DELAWARE   

        
                                                      GROUP