DDF SC TO-C as filed May 20, 2005


      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 2005


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   SCHEDULE TO
                          ISSUER TENDER OFFER STATEMENT
                      (PURSUANT TO SECTION 13(e)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934)

               DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
                                (Name of Issuer)

               DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
                        (Name of Person Filing Statement)

                SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (Title of Class of Securities)

                                    245915103
                                 _______________
                      (CUSIP Number of Class of Securities)

                      Richelle S. Maestro, Esq., Secretary
               Delaware Investments Dividend and Income Fund, Inc.
                               2005 Market Street
                             Philadelphia, PA 19103
                                  215-255-1371
       (Name, Address and Telephone Number of Person Authorized to Receive
       Notices and Communications on Behalf of Person(s) Filing Statement)


                            CALCULATION OF FILING FEE


TRANSACTION VALUATION $________*            AMOUNT OF FILING FEE:  None.

          This filing relates solely to preliminary communications made
                   before the commencement of a tender offer.

* Set forth the amount on which the filing  fee is  calculated  and state how it
was determined.

/ / Check box if any part of the fee is offset as  provided  by Rule  0-11(a)(2)
and  identify  the filing with which the  offsetting  fee was  previously  paid.
Identify the previous filing by registration  statement  number,  or the Form or
Schedule and the date of its filing.

Amount Previously Paid: ____________________________________________________
Form or Registration No.: __________________________________________________
Filing Party: ______________________________________________________________
Date Filed: ________________________________________________________________

/X/ Check the box if the filing  relates  solely to  preliminary  communications
made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

     / / third-party tender offer subject to Rule 14d-1.

     /X/ issuer tender offer subject to Rule 13e-4.

     / / going-private transaction subject to Rule 13e-3.

     / / amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /






FOR IMMEDIATE RELEASE
Contact: Christina Ward                              Priscilla Brown
         Corporate Communications                    Investor Relations
         Delaware Investments                        Lincoln Financial Group
         215-255-1388                                215-448-1422
         cward@delinvest.com


               DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
               ANNOUNCES SELF-TENDER FOR 10 PERCENT OF ITS SHARES


     PHILADELPHIA,  May 20, 2005 Delaware  Investments Dividend and Income Fund,
Inc.  (NYSE:  DDF) (the "Fund")  announced today that its Board of Directors has
authorized an issuer tender offer to purchase for cash up to 1,287,630 shares of
its common stock, each of which has a par value $0.01 per share, representing 10
percent of its issued and outstanding  shares of common stock.  The tender offer
will commence on Friday,  June 3, 2005,  and will expire,  unless  extended,  at
11:59 p.m., New York City time, on Thursday,  June 30, 2005.  Subject to various
terms and  conditions  described  in offering  materials  to be  distributed  to
shareholders,  purchases  will be made at a price per share  equal to the Fund's
net asset value per share on the first  business day after the expiration of the
offer.

     Subject to various terms and conditions  described in offering materials to
be distributed to shareholders,  if more shares are tendered than the amount the
Board has  authorized  to  purchase,  the Fund will  purchase a number of shares
equal to the offer amount on a pro-rated basis.

     The shares of common stock of the Fund have  recently  traded at a discount
to their net asset value per share. During the pendency of the tender offer, the
current  net  asset  value  per  share  will  be   available   by  telephone  at
1-866-340-1397.

     The Fund is a diversified closed-end fund. The primary investment objective
is to seek high current income;  capital  appreciation is a secondary objective.
The  Fund  seeks  to  achieve  its   objectives  by   investing,   under  normal
circumstances,  at least 65  percent  of its total  assets in  income-generating
equity  securities,   including   dividend-paying  common  stocks,   convertible
securities,  preferred  stocks  and other  equity-related  securities.  Up to 35
percent of the Fund's  total  assets may be  invested  in  non-convertible  debt
securities  consisting  primarily of high-yield,  high-risk  corporate bonds. In
addition,  the Fund  utilizes  leveraging  techniques  in an attempt to obtain a
higher return for the Fund. There is no assurance that the Fund will achieve its
investment objectives.

     In 1995,  the Fund  implemented a managed  distribution  policy.  Under the
policy, the Fund is managed with a goal of generating as much of the dividend as
possible from ordinary  income (net  investment  income and  short-term  capital
gains). The balance of the dividend then comes from long-term capital gains and,
if necessary, a return of capital.

SHAREHOLDERS  ARE ADVISED TO READ THE OFFER TO PURCHASE  WHEN IT IS AVAILABLE AS
IT CONTAINS  IMPORTANT  INFORMATION.  THE OFFER TO PURCHASE AND OTHER  DOCUMENTS
FILED BY THE FUND WITH THE  SECURITIES  AND EXCHANGE  COMMISSION,  INCLUDING THE
FUND'S  ANNUAL  REPORT FOR THE FISCAL  YEAR ENDED  NOVEMBER  30,  2004,  WILL BE
AVAILABLE WITHOUT COST AT THE COMMISSION'S WEB SITE  (www.sec.gov) OR BY CALLING
THE FUND AT 1-800-523-1918.

About Delaware Investments

Delaware Investments,  based in Philadelphia,  is a diversified asset management
organization  with more than $100 billion in assets under management as of March
31, 2005. Delaware Investments provides investment products and services through
a broad range of mutual  funds,  managed  accounts,  retirement  plan  services,
subadvised  funds,  and college  savings plans.  These products and services are
provided to individual  and  institutional  investors such as private and public
pension funds, foundations,  and endowment funds. For more information about the
company, visit www.delawareinvestments.com.

Delaware  Investments is a part of Lincoln  Financial  Group, the marketing name
for Lincoln National Corporation and its affiliates.

                                    -- ## --

Delaware  Investments  is the marketing name for Delaware  Management  Holdings,
Inc. and its subsidiaries.

www.delawareinvestments.com