Delaware Investments: DDF - SC TO-I/A dated 7/9/07





           AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 2007


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   SCHEDULE TO

                             TENDER OFFER STATEMENT
                          UNDER SECTION 13(e)(1) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                (Amendment No. 2)

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

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

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

                                    245915103
                      (CUSIP Number of Class of Securities)

                        David F. Connor, Esq., Secretary
               Delaware Investments Dividend and Income Fund, Inc.
                               2005 Market Street
                        Philadelphia, Pennsylvania 19103
                                  215-255-8864
       (Name, Address and Telephone Number of Person Authorized to Receive
             Notices and Communications on Behalf of Filing Person)

                            CALCULATION OF FILING FEE

      TRANSACTION VALUATION $8,042,250 (a) AMOUNT OF FILING FEE: $1,609(b)

(a) Pursuant to Rule  0-11(b)(1)  under the Securities  Exchange Act of 1934, as
amended,  the transaction value was calculated by multiplying  550,462 shares of
Common Stock of Delaware  Investments  Dividend and Income Fund, Inc. by $14.61,
the Net Asset  Value per share as of the close of  ordinary  trading  on the New
York Stock Exchange on May 25, 2007.

(b) Calculated as 1/50 of 1% of the Transaction Valuation.

/X/  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:             $1,609
Form or Registration No.:           Schedule TO
Filing Party:                       Delaware Investments Dividend and
                                    Income Fund, Inc.
Date Filed:                         June 1, 2007

/_/  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: /X/

This  Amendment No. 2 to the Issuer Tender Offer  Statement on Schedule TO filed
with  the  Securities  and  Exchange  Commission  on  June 1,  2007 by  Delaware
Investments Dividend and Income Fund, Inc., a Maryland corporation (the "Fund"),
relating to an offer to purchase for cash up to 550,462 shares of its issued and
outstanding  common stock, par value $0.01 per share,  amends such Issuer Tender
Offer  Statement on Schedule TO to add an additional  exhibit in accordance with
Rule  13e-4(c)(1)  promulgated  under the  Securities  Exchange Act of 1934,  as
amended.

ITEM 12.  EXHIBITS.

(a)(5)(ii)  Press Release dated July 9, 2007.

SIGNATURE

     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

                                     DELAWARE INVESTMENTS DIVIDEND
                                     AND INCOME FUND, INC.

                                     /s/Patrick P. Coyne
                                     Patrick P. Coyne
                                     Chairman, Director, President and
                                     Chief Executive Officer
                                     July 9, 2007





[DELAWARE INVESTMENTS LOGO]


                                                              2005 Market Street
                                                     Philadelphia, PA 19103-7094

FOR IMMEDIATE RELEASE

Contact:  Ayele Ajavon                               Laurel O'Brien
Corporate Communications                             Corporate Communications
Delaware Investments                                 Delaware Investments
215-255-1632                                         215-255-1520
aajavon@delinvest.com                                lobrien@delinvest.com



               DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
                     ANNOUNCES FINAL RESULTS OF TENDER OFFER

Philadelphia, July 9, 2007 - Delaware Investments Dividend and Income Fund, Inc.
(NYSE: DDF) (the "Fund"),  a closed-end  management  investment  company,  today
announced the final results of its tender offer for up to 550,462  shares of its
common stock  representing up to 5 percent of its issued and outstanding  shares
of common stock. The offer expired at 11:59 p.m., New York City time, on Friday,
June 29, 2007.

Based on a count by Mellon Investor Services, LLC, the depositary for the tender
offer,  approximately  1,040,362.6736  shares of common stock, or  approximately
9.4499  percent of the Fund's  common  stock  outstanding,  were  tendered,  and
550,462  have been  accepted  for cash  payment at a price equal to $14.43,  the
Fund's net asset  value  ("NAV")  as of the close of regular  trading on the New
York Stock Exchange on July 2, 2007. Since the tender offer was  oversubscribed,
all  tenders of shares are  subject to  proration  (at a ratio of  approximately
0.529105872)  in  accordance  with  terms of the  tender  offer.  Following  the
purchase of the tendered  shares,  the Fund will have  approximately  10,458,774
shares of common stock outstanding.

The Fund is a  diversified,  closed-end  fund.  The  Fund's  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.

About Delaware Investments:
Delaware   Investments,   an  affiliate  of  Lincoln   Financial   Group,  is  a
Philadelphia-based diversified asset management firm with more than $150 billion
in assets  under  management  as of March  31,  2007.  Through a broad  range of
managed accounts and portfolios, mutual funds, retirement accounts,  sub-advised
funds,   education  savings  plans  and  other  investment  products,   Delaware
Investments   provides  investment  services  to  individual  investors  and  to
institutional  investors such as private and public pension funds,  foundations,
and endowment  funds.  Delaware  Investments  is the marketing name for Delaware
Management Holdings, Inc. and its subsidiaries. For more information on Delaware
Investments, visit the company at www.delawareinvestments.com. Lincoln Financial
Group is the marketing name for Lincoln National Corporation (NYSE: LNC) and its
affiliates. For more information on Lincoln Financial Group, visit www.lfg.com.

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