EX-99.77E LEGAL

Delaware Investments Dividend and
Income Fund, Inc.

N SAR Exhibit List


Exhibit 77.E	On September 15, 2008,
Lehman Brothers Holdings Inc. (Lehman)
filed a voluntary petition for bankruptcy
relief under chapter 11 of Title 11 of the
United States Code in the United States
Bankruptcy Court for the Southern District
of New York.  Subsequently, several
Lehman affiliates, including the following
entity, filed for similar relief in the same
court:  Lehman Brothers Special Financing
Inc. on October 3, 2008.  On October 11,
2008, Lehman and its affiliates filed a
motion, which was approved on October 16,
2008, requesting joint administration of
these chapter 11 cases in the United States
Bankruptcy Court for the Southern District
of New York.

The Registrant intends to file a proof of
claims against the entity listed above.  As of
the date of this N SAR, the total value of the
claim expected to be filed by the Registrant
is approximately $33,419.00.





656122-1

EX-99.77B ACCT LTTR

Report of Independent Registered Public
Accounting Firm

To the Shareholders and Board of Directors of
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, 2008, in accordance with the standards of
the Public Company Accounting Oversight Board (United
States), we considered its internal control over financial
reporting, including controls over safeguarding securities,
as a basis for designing our auditing procedures for the
purpose of expressing our opinions 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.
A companys internal control over financial reporting
includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are
being made only in accordance with authorizations of
management and directors of the company; and (3) 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 deficiency in internal control over financial reporting
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 material weakness is a
deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the
companys annual or interim financial statements will not
be prevented or detected on a timely basis.
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 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 over safeguarding securities that we consider to be
a material weakness as defined above as of November 30,
2008.
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, PA
January 16, 2009

/s/ Ernst & Young



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