EX-99.77B ACCT LTTR

Report of Independent Registered Public
Accounting Firm

To the Shareholders and Board of Directors
Delaware Investments Dividend and Income
Fund, Inc.

In planning and performing our audit of the
financial statements of Delaware Investments
Dividend and Income Fund, Inc. (the Fund)
as of and for the year ended November 30,
2006, in accordance with the standards of the
Public Company Accounting Oversight Board
(United States), we considered its internal
control over financial reporting, including
control activities for safeguarding securities,
as a basis for designing our auditing
procedures for the purpose of expressing our
opinion on the financial statements and to
comply with the requirements of Form N-
SAR, but not for the purpose of expressing an
opinion on the effectiveness of the Funds
internal control over financial reporting.
Accordingly, we express no such opinion.


The management of the Fund is responsible
for establishing and maintaining effective
internal control over financial reporting. In
fulfilling this responsibility, estimates and
judgments by management are required to
assess the expected benefits and related costs
of controls. A companys internal control over
financial reporting is a process designed to
provide reasonable assurance regarding the
reliability of financial reporting and the
preparation of financial statements for external
purposes in accordance with generally
accepted accounting principles. Such internal
control includes policies and procedures that
provide reasonable assurance regarding
prevention or timely detection of unauthorized
acquisition, use or disposition of a companys
assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal
control over financial reporting may not
prevent or detect misstatements. Also,
projections of any evaluation of effectiveness
to future periods are subject to the risk that
controls may become inadequate because of
changes in conditions, or that the degree of
compliance with the policies or procedures
may deteriorate.

A control deficiency exists when the design or
operation of a control does not allow
management or employees, in the normal
course of performing their assigned functions,
to prevent or detect misstatements on a timely
basis. A significant deficiency is a control
deficiency, or combination of control
deficiencies, that adversely affects the
companys ability to initiate, authorize, record,
process or report financial data reliably in
accordance with generally accepted
accounting principles such that there is more
than a remote likelihood that a misstatement of
the companys annual or interim financial
statements that is more than inconsequential
will not be prevented or detected. A material
weakness is a significant deficiency, or
combination of significant deficiencies, that
results in more than a remote likelihood that a
material misstatement of the annual or interim
financial statements will not be prevented or
detected.

Our consideration of the Funds internal
control over financial reporting was for the
limited purpose described in the first
paragraph and would not necessarily disclose
all deficiencies in internal control that might
be significant deficiencies or material
weaknesses under standards established by the
Public Company Accounting Oversight Board
(United States). However, we noted no
deficiencies in the Funds internal control over
financial reporting and its operation, including
controls for safeguarding securities that we
consider to be a material weakness as defined
above as of November 30, 2006.

This report is intended solely for the
information and use of management and the
Board of Directors of the Fund and the
Securities and Exchange Commission and is
not intended to be and should not be used by
anyone other than these specified parties.



Philadelphia, Pennsylvania
January 18, 2007



2

EX-99.77Q1 OTHR EXHB

Delaware Investments Dividend and Income
Fund, Inc.

Item 77Q.2.

The following persons were directors and
officers during the fiscal year ended
November 30, 2006 and failed to file Form
3s on a timely basis:  Damon Andres,
Timothy L. Rabe, See Yeng Quek, David P.
OConnor, Robert A. Vogel, Jr., Jordan L.
Irving, Ryan K. Brist, John J. OConnor,
Anthony A. Lombardi, D. Tysen Nutt, Jr.,
Babak Zenouzi, Rick Salus, Nashira Wynn,
Nikhil Lalvani, Lucinda Landreth and