Title of Securities Being Registered	Amount Being Registered(1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Shares, $0.01 par value per share			$82,600,000	$10,283.70
Rights to Purchase Common Shares (3)
Total			$82,600,000	$10,283.70

(1)	There is being registered hereunder an indeterminate principal amount of Common Shares as may be sold, from time to time, including rights to purchase Common Shares.
(2)	Estimated pursuant to Rule 457(o) solely for the purpose of determining the registration fee.  The proposed maximum offering price per security will be determined, from time to time, by the Registrant in connection with the sale by the Registrant of the securities registered under this registration statement.
(3)	No separate consideration will be received by the Registrant.  Any shares issued pursuant to an offering of rights to purchase Common Shares, including any shares issued pursuant to an over-subscription privilege or a secondary over-subscription privilege, will be shares registered under this Registration Statement.

---

PROSPECTUS SUMMARY	6
SUMMARY OF FUND EXPENSES	16
FINANCIAL HIGHLIGHTS	18
PLAN OF DISTRIBUTION	20
THE FUND	22
USE OF PROCEEDS	22
DESCRIPTION OF SHARES	22
INVESTMENT OBJECTIVES AND STRATEGIES	27
PORTFOLIO COMPOSITION AND OTHER INFORMATION	29
SPECIAL LEVERAGE CONSIDERATIONS AND RISKS	37
RISKS	40
MANAGEMENT OF THE FUND	46
DIVIDENDS AND DISTRIBUTIONS	52
AUTOMATIC DIVIDEND REINVESTMENT PLAN	54
RIGHTS OFFERINGS	55
TAXATION	56
ANNUAL TENDER OFFER MEASUREMENT PERIOD AND REPURCHASES OF SHARES	58
LEGAL MATTERS	61
REPORTS TO SHAREHOLDERS	61
INDEPENDENT AUDITORS	61
LEGAL PROCEEDINGS	61
FURTHER INFORMATION	61
TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION	61

The Fund	Delaware Investments® Dividend and Income Fund, Inc. (the “Fund”) is a diversified, closed-end management investment company.  See “The Fund” for more information. The Fund’s Common Shares are listed for trading on the NYSE under the trading or “ticker” symbol “DDF.” As of March 31, 2019, the net assets of the Fund were  $85,380,380, the total assets of the Fund were $120,881,298 and the Fund had outstanding 7,688,158.16 Common Shares.  The last reported sale price of the Fund’s Common Shares, as reported by the NYSE on March 31, 2019 was $12.97 per Common Share.  The net asset value (“NAV”) of the Fund’s Common Shares at the close of business on March 31, 2019 was $11.11 per Common Share. See “Description of Shares.”  Rights issued by the Fund may also be listed on a securities exchange.
Offering	We may offer, from time to time, in one or more offerings, up to $82,600,000 of Common Shares on terms to be determined at the time of the offering.  We may also offer subscription rights to purchase Common Shares.  Common Shares may be offered at prices and on terms to be set forth in one or more Prospectus Supplements.  You should read this Prospectus and the applicable Prospectus Supplement carefully before you invest in Common Shares.  Common Shares may be offered directly to one or more purchasers, through agents designated from time to time by us, or to or through underwriters or dealers.  The offering price per Common Share will not be less than the NAV per Common Share at the time we make the offering, exclusive of any underwriting commissions or discounts, provided that rights offerings that meet certain conditions may be offered at a price below the then current NAV.  See “Rights Offerings.”  The Prospectus Supplement relating to the offering will identify any agents, underwriters or dealers involved in the sale of Common Shares, and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters, or among our underwriters, or the basis upon which such amount may be calculated.  See “Plan of Distribution.”  The Prospectus Supplement relating to any offering of rights will set forth the number of Common Shares issuable upon the exercise of each right (or number of rights) and the other terms of such rights offering.  We may not sell any Common Shares through agents, underwriters or dealers without delivery of a Prospectus Supplement describing the method and terms of the particular

	offering of Common Shares.
Use of Proceeds	We intend to use the net proceeds from any offering primarily to invest in accordance with our investment objectives and policies as appropriate investment opportunities are identified, which is expected to be substantially completed within approximately one month from the conclusion of the offering; however, the identification of appropriate investment opportunities pursuant to the Fund’s investment style or changes in market conditions could result in the Fund’s anticipated investment period extending to as long as three months.  See “Use of Proceeds.”
Investment Objectives	The Fund’s primary investment objective is high current income; capital appreciation is a secondary objective.  There is no  assurance that the Fund will achieve its investment objectives. See “Investment Objectives and Strategies” and “Risks.”  The Fund’s investment objective is nonfundamental.  This means that the Fund’s board of directors (the “Board” or “Board of Directors”) may change the objective without obtaining shareholder approval.  If the objective were changed, the Fund would notify shareholders at least 60 days before the change became effective.
Investment Strategies	The Fund seeks to achieve its objectives by investing, under normal circumstances, at least 65% of its total assets in income-generating equity securities, including dividend-paying common stocks, convertible securities, preferred stocks, and other equity-related securities, which may include up to 25% in real estate investment trusts (REITs) and real estate industry operating companies.  Up to 35% of the Fund’s total assets may be invested in nonconvertible 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.
	The Fund is not intended to be a complete investment program and there can be no assurance that the Fund’s strategies will be successful in achieving the Fund’s investment objectives.  See “Investment Objectives and Strategies” and “Risks.”
Investment Restrictions	The Fund has certain investment restrictions that may not be changed without approval by a majority of the Fund’s outstanding voting securities. These restrictions concern senior securities, borrowing, lending, and other matters.  See “Investment Restrictions” in the SAI.

Portfolio Management Strategies	In selecting investments for the Fund’s portfolio, Delaware Management Company (the “Manager”) employs a yield-oriented and value driven approach.  The Manager analyzes economic and market conditions, and assesses the income and potential for appreciation that can be achieved from the equity investments being considered.  The Manager will then apply fundamental analysis to identify the equity securities that it believes can best help the Fund meet its investment objectives.  The industry sector weightings in the income-generating equity securities portion of the Fund’s portfolio will be determined based on the Manager’s investment research efforts.  The Fund defines income-generating equity securities as dividend-paying common stocks, convertible securities, preferred stocks and other equity related securities.
	With respect to the debt securities component of the Fund’s investment portfolio, securities will be screened by the Manager and in-depth credit research will then be conducted to arrive at a core group of securities presenting, in the Manager’s opinion, the potential for investment returns consistent with the Fund’s objectives.
	The Manager intends to shift investments between income-generat-ing equity securities and debt securities within the percentage guidelines reflected above while tracking the yield differential between the two sectors. See “Investment Objectives and Strategies” for more information.
Investment Manager	The Manager is a series of Macquarie Investment Management Business Trust (a Delaware statutory trust).  The Manager, located at 2005 Market Street, Philadelphia, PA 19103-7094, furnishes investment management services to the Fund, subject to the supervision and direction of the Board.  The Manager also provides investment management services to all of the other Delaware Funds® by Macquarie.  As of March 31, 2019, the Manager and its affiliates within MMHI were managing in the aggregate $167.9 billion in assets in various institutional or separately managed, investment company, and insurance accounts. Under the Investment Management Agreement, the Fund pays the Manager, an annual fee of 0.55%, calculated daily and paid monthly, of the adjusted average daily net assets of the Fund.  For purposes of the calculation of investment management fees, adjusted average daily net assets exclude the line of credit liability.  See “Management of the Fund—Investment Manager.”
Annual Tender Offer Conditions and Repurchases of Shares	Shares of common stock of closed-end investment companies fre-quently trade at a discount from NAV but may trade at a premium.  The Fund cannot predict whether its shares will trade at, below, or above NAV.  In recognition of the possibility that

	the Fund’s shares may trade at a discount to NAV, the Board has determined that annual tender offers and periodic open market repurchases for the shares of Com-mon Shares may help reduce any market discount from NAV that may develop.  In this connection, the Board has committed to conduct a tender offer for shares on an annual basis subject to certain conditions.  A tender offer will be conducted during the second quarter of each calendar year unless, during the period of 12 calendar weeks prior to a date in the second quarter designated by the Board no later than the end of the first calendar quarter, shares of the Fund’s Common Shares have traded, on the principal securities exchanges where listed, at an average discount from NAV of less than 10% or at an average premium, determined on the basis of the discount or pre-mium, as the case may be, as of the last trading day in each week during such 12 week period.  In addition, the Board will consider from time to time more frequent tender offers for and/or open market repurchases of shares of the Fund’s Common Shares.  There are certain risks associated with tender offers and repurchases.  See “Annual Tender Offer Measurement Period and Repurchases of Shares.” Pursuant to an open market share repurchase program, the Fund may purchase up to 10% of the Fund’s shares, from time to time, in open-market transactions, at the discretion of management. The share repurchase program commenced on August 1, 2017 and has no stated expiration date. The open-market share repurchase program is intended to benefit shareholders by enabling the Fund to acquire its own shares at a discount to NAV, thereby increasing the proportionate interest of remaining shareholders.  It is also hoped that the implementation of the open-market share repurchase program will help bring the market price of the Fund’s shares closer to their true NAV; however, the success of the program cannot be guaranteed.  There can be no certainty regarding the impact of share repurchases on the sustainability or size of a discount. The Fund does not anticipate repurchasing shares when it is trading at a premium.  See “Annual Tender Offer Measurement Period and Repurchases of Shares.”
Dividends and Distributions	The Fund, acting pursuant to a SEC exemptive order and with the approval of the Board, has adopted a managed distribution policy (the “Plan”).  Effective as of March 29, 2018, the Fund makes monthly distributions to common shareholders at a targeted annual distribution rate of 10% of the Fund’s average NAV per share.  The Fund will calculate the average NAV per share from the previous three full months immediately prior to the distribution based on the number of business days in those three months on which the NAV is calculated.  The distribution will be calculated as 10% of the prior three months’ average NAV per share, divided by 12.  This distribution methodology is intended

	to provide shareholders with a consistent, but not guaranteed, income stream and a targeted annual distribution rate and is intended to narrow any discount between the market price and the NAV of the Fund’s common shares, but there is no assurance that the policy will be successful in doing so. Under the Plan, the Fund is managed with a goal of generating as much of the distribution as possible from net investment income and short-term capital gains.  The balance of the distribution will then come from long-term capital gains to the extent permitted, and if necessary, a return of capital.  The Fund will generally distribute amounts necessary to satisfy the terms of the Fund’s Plan and the requirements prescribed by excise tax rules and Subchapter M of the Internal Revenue Code, as amended (the “Code”).  Each monthly distribution to shareholders is expected to be at the fixed percentage described above, except for extraordinary distributions and potential distribution rate increases or decreases to enable the Fund to comply with the distribution requirements imposed by the Code. The Board may amend, suspend, or terminate the Fund’s Plan at any time without prior notice if it deems such action to be in the best interest of the Fund or its shareholders.  The methodology for determining monthly distributions under the Plan will be reviewed at least annually by the Fund’s Board, and the Fund will continue to evaluate its distribution in light of ongoing market conditions.  The suspension or termination of the Plan could have the effect of creating a trading discount (if the Fund’s stock is trading at or above NAV) or widening an existing trading discount.  The Fund is subject to risks that could have an adverse impact on its ability to maintain distributions under the Plan.  Examples of potential risks include, but are not limited to, economic downturns impacting the markets, increased market volatility, portfolio companies suspending or decreasing corporate dividend distributions, and changes in the Code. Shareholders should not draw any conclusions about the Fund’s investment performance from the amounts of these distributions or from the terms of the Plan. See “Dividends and Distributions” and “Taxation.”
Automatic Dividend Reinvestment Plan	The Fund offers an automatic dividend reinvestment program (“Automatic Dividend Reinvestment Plan”).  Shareholders who have shares registered in their own names are automatically considered participants in the Automatic Dividend Reinvestment Plan, unless they elect to withdraw from the Automatic Dividend Reinvestment Plan and receive cash.  Shareholders who hold their shares through a bank, broker, or other nominee should request the bank, broker, or nominee to participate in the Automatic Dividend Reinvestment Plan on their behalf.

	Under the Automatic Dividend Reinvestment Plan, distributions will automatically be reinvested to purchase outstanding shares of the Fund’s common stock for such participant.  See “Automatic Dividend Reinvestment Plan.”
Listing	Common Shares are listed on the New York Stock Exchange under the trading or “ticker” symbol “DDF.”
Conversion to Open-End Fund	The Fund could be converted to an open-end investment company by the approval of 66-2/3% of the Fund’s Directors, includ-ing a majority of the disinterested Directors, and the affirmative vote of 66-2/3% of the outstanding shares of capital stock of the Fund (including any preferred stock) and the affirmative vote of 66-2/3% of the outstanding shares of any preferred stock, voting as a separate class.  If the Fund converts to an open-end investment company, it will be required to redeem any preferred stock or short-term debt securities that are outstanding.  See “Description of Shares—Con-version to Open-End Fund.”
Administrator	The Fund accountant and financial administrator is The Bank of New York Mellon, whose principal address is 240 Greenwich Street, New York, NY 10286-0001.  See “Management of the Fund—Administrator.”
Administrator Oversight Provider	Delaware Investments Fund Services Company (DIFSC), an affiliate of the Manager, provides fund accounting and financial administration oversight services (the “Administrator Oversight Provider”).  See “Management of the Fund—Administrator Oversight Provider.”
Custodian	The custodian for the Fund is The Bank of New York Mellon, whose principal address is 240 Greenwich Street, New York, NY 10286-0001.  See “Custodian.”
Transfer Agent and Registrar	The transfer agent and registrar for the Fund is Computershare, Inc., whose principal address is 480 Washington Boulevard, Jersey City, New Jersey 07310.  See “Transfer Agent and Registrar.”
Special Leverage Considerations and Risks	General Considerations.  Leveraging techniques, such as issuing preferred stock, borrowing or issuing short-term debt securities (collectively “Senior Securities”) will pose certain risks for holders of Common Shares, including the possibility of higher volatility of both the NAV and market value of the Common Shares.  There can be no assurance that the Fund will be able to realize a higher net return on its investment portfolio than the then current dividend interest rate on any Senior Securities.  In such event, the Fund leveraged capital structure would result in a lower yield to the holders of Common Shares than if the Fund were not leveraged.  Dividends or interest paid to holders of

	Senior Securities will reduce the net investment income of the Fund available for distribution to holders of Common Shares.  Moreover, any decline in the value of the Fund’s assets will be borne entirely by holders of Common Shares in the form of reductions in the Fund’s NAV, and any requirement that the Fund sell assets at a loss in order to redeem or repay any Senior Securities or for other reasons would make it more difficult for the NAV to recover.  Accordingly, the effect of leverage in a declining market is likely to be a greater decline in the NAV of Common Shares than if the Fund were not lever-aged, which may be reflected in a greater decline in the market price of the Common Shares.  The leveraging of the Common Shares would be eliminated during any period that Senior Securities are not outstanding.
	If the Fund leverages through issuing Senior Securities, such Senior Securities will be subject to the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) governing their issuance, including asset coverage requirements and restric-tions on the declaration of dividends and distributions to holders of Common Shares or purchases of Common Shares in the event such asset coverage requirements are not met.
	The Fund expects to seek to have a nationally recognized statistical rating organization (“NRSRO”) rate any preferred stock or short-term debt securities which it issues, although obtaining such a rating will not eliminate the risks associated with the Fund’s use of leverage.  While the Fund believes that such ratings will enhance the marketability of and lower the dividend requirements on such preferred stock or interest requirements on such short-term debt securities, the Fund also expects that, as a condition to obtaining such ratings, the terms of any preferred stock or short-term debt securities issued will be required to include asset coverage maintenance provisions that may be more stringent than those imposed by the 1940 Act.  The requirements of the 1940 Act, any rating agency or the applicable provisions of the documents establishing the terms of such Senior Securities may limit the Fund’s ability to make dividend or distribution payments to holders of its Common Shares for so long as any dividend or interest pay-ments are in arrears or in default, may limit the Fund’s ability to take advantage of certain investments which might otherwise be available to it, may require the Fund to invest a greater portion of its assets in more highly rated, potentially lower yielding securities than it might otherwise do, and may require the Fund to sell a portion of the assets when it might otherwise be disadvantageous to do so.  In the event that the Fund is required to restructure its portfolio by selling assets in order to satisfy the requirements set forth above, such sales of assets would cause the Fund to incur related transaction costs, could result in capital losses to the Fund, could impair the Fund’s ability to qualify as a regulated investment company and have

	other adverse tax consequences.  See “Special Leverage Considerations and Risks” and “Taxation.”
	Preferred Stock.  If the Fund leverages through the issuance of  preferred stock, the holders of preferred stock will be entitled to receive dividends on a cumulative basis before any dividend may be paid to holders of Common Shares.  Dividends paid to holders of preferred stock will reduce the net investment income of the Fund available for distribution to holders of Common Shares.  In addition, under the 1940 Act, no dividends or distributions on the Common Shares (except in shares of Common Shares) may be declared or repurchases of Common Shares may be made unless, after giving effect to such dividend, distribution or repurchase, the value of the Fund’s total assets, less all liabilities and indebtedness not represented by Senior Securities, as defined in the 1940 Act, exceeds 200% of the aggregate amount of Senior Securities representing indebtedness plus the aggregate liquidation value of any outstanding preferred stock.  See “Dividends and Distributions” and “Annual Tender Offer Measurement Period and Repurchases of Shares.”  Upon liquidation of the Fund, the holders of shares of preferred stock, if any is outstanding, will be entitled to receive liquidating distributions (expected to equal the original purchase price per share of preferred stock plus any accumulated and unpaid dividends thereon) before any distribution may be made to holders of Common Shares.  See “Description of Shares—Preferred Stock—Liquidation Preference.”
	Holders of preferred stock, if any, voting as a separate class, will be entitled to elect two of the Fund’s Directors, and holders of Common Shares and preferred stock, voting together as a single class, will be entitled to elect the remaining Directors.  If at any time dividends on the Fund’s preferred stock were to be in arrears in an amount equal to two full years of dividend payments, the holders of all outstanding shares of preferred stock, voting as a separate class, would be entitled to elect a majority of the Fund’s Directors.  The holders of any preferred stock will also vote separately on certain other matters as required under the Fund’s Articles of Incorporation, the 1940 Act and Maryland law, but otherwise will have equal voting rights with holders of Common Shares (one vote per share) and will vote together with holders of Common Shares as a single class. See “Special Leverage Considerations and Risks” and “Description of Shares—Preferred Stock—Voting Rights.”
	Borrowing and Short-Term Debt Securities.  Immediately after any borrowing or issuance of any short-term debt securities, the value of the Fund’s total assets less all liabilities and indebtedness of the Fund not represented by Senior Securities, as defined in the 1940 Act, must at least be equal, immediately after the issuance of Senior Securities consisting of debt to 300% of the aggregate

	principal amount of all outstanding Senior Securities of the Fund which are debt.  The 1940 Act also requires that the terms of any such Senior Securities consisting of debt include certain other provisions, including the grant of voting rights under certain circumstances. See “Special Leverage Considerations and Risks.”
Special Risk Considerations	Net Asset Value Discount Risk.  The Fund is a closed-end investment company, and its shares are not redeemable at the option of the shareholders.  Common Shares of the Fund have in the past traded at a discount from their NAVs and initial offering price.  The Fund cannot predict whether its shares will trade at, above or below NAV.  If Common Shares of the Fund are sold, the price received may be more or less than the original investment.  This risk may be greater for investors who sell their shares relatively shortly after completion of the offering.  The Common Shares of the Fund are designed for long-term investors and should not be considered as a vehicle for trading purposes.  See “Risks—Net Asset Value Discount Risk.” The Fund may repurchase its Common Shares in the open market or engage in tender offers for its Common Shares at NAV in order to attempt to reduce or eliminate a market value discount.  The ability of the Fund to make repurchases or tender offers, however, may be limited by certain asset coverage requirements of the 1940 Act, and any additional asset coverage requirements which may be imposed by a rating agency in connection with any rating of Senior Securities.  See “Special Leverage Considerations and Risks” and “Annual Tender Offers Measurement Period and Repurchases of Shares.” High Yield, High-Risk Debt Securities.  At any time, up to 35% of the Fund’s total assets may be invested in high yield, high-risk debt securities that are rated below investment grade or which are unrated but are of comparable quality as determined by the Manager.  Debt securities rated below investment grade are those rated “Ba” or lower by Moody’s Investors Service, Inc. (“Moody’s”) or “BB” or lower by Standard & Poor’s Financial Service LLC (“S&P”) or have similar ratings by other comparable NRSROs.  Such securities are considered by those orga-nizations to be subject to greater risk of loss of principal and interest than higher rated securities and are considered to be speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations.  In addition, lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than investment grade securities.  Accordingly, these types of fac-tors could, in certain instances, reduce the value and liquidity of securities held by the Fund with a commensurate effect on the value of the Fund’s shares.

	The market values of debt securities rated below investment grade and comparable unrated securities tend to be more sensitive to company-specific developments and changes in economic conditions than higher rated securities. Issuers of these securities are often highly leveraged, so that their ability to service their debt obliga-tions during an economic downturn or during sustained periods of rising interest rates may be impaired.  In addition, such issuers may not have more traditional methods of financing available to them, and may be unable to repay debt at maturity by refinancing.  The risk of loss due to default in payment of interest or principal by such issuers is significantly greater than with investment grade securities because such securities frequently are subordinated to the prior payment of senior indebtedness.  See “Investment Objectives and Strategies— Investment Strategy” and “Risks.”
	Lower Rated Convertible Securities and Preferred Stock.  The Fund may invest in convertible securities and preferred stock rated below investment grade or which are unrated but are of comparable quality as determined by the Manager.  The Fund includes the securities in its income-generating equity securities category as they are in addition to the high yield, high-risk debt securities discussed above.  Such securities are judged to have speculative elements and may be subject to greater risks with respect to timely repayment of principal and timely payment of interest and dividends.  See “Investment Objectives and Strategies—Investment Strategy” and “Risks.”  See also “Risks—High Yield, High-Risk Debt Securities” in this Summary.
	Securities Lending.  The Fund may lend portfolio securities to  creditworthy institutions; the principal risk to which the Fund would be exposed is the risk that the borrower would fail financially at a time when the value of the security increases.  In addition, should the borrower become insolvent, the Fund could be faced with loss of rights in the collateral.  The Fund will require borrowers to deliver collateral to the Fund before lending securities.  See “Portfolio Composition and Other Information” and “Risks.” REITs.  The Fund may invest up to 25% of its net assets in real estate investment trusts (“REITs”). REITs are pooled investment vehicles that invest primarily in income-producing real estate or real estate-related loan or interests.  Real estate industry risk includes, among others: possible declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies; increases in competition, property taxes, and operating expenses; changes in zoning laws; costs resulting from the cleanup of, and liability to third parties resulting from, environmental problems; casualty for condemnation losses; uninsured damages from floods, earthquakes, or other natural

	disasters; limitations on and variations in rents; and changes in interest rates.
	Illiquid Investments.  The Fund may invest up to 10% of its total assets in illiquid investments, which include securities with contractual restrictions on resale, repurchase agreements maturing in greater than seven days, and other securities which may not be readily marketable.  The relative illiquidity of some of the Fund’s portfolio securities may adversely affect the ability of the Fund to dispose of such securities in a timely manner and at a fair price at times when it might be necessary or advantageous for the Fund to liquidate portfolio securities.  See “Portfolio Composition and Other Information” and “Risks.”
	Other Investment Practices.  The Fund may employ various, additional investment strategies, such as using futures, options, swaps forward foreign currency contracts, entering into repurchase agreements, and purchasing securities on a when-issued or delayed delivery basis, that entail certain special considerations.  For further discussion of these practices and the associated risks and special considerations, see “Portfolio Composition and Other Information,” “Risks” and “Taxation.”

1 year	3 years	5 years	10 years
$[____]	$[____]	$[____]	$[____]

			Year
	11/30/18	11/30/17	11/30/16	11/30/15	11/30/14
Per Common Share operating performance (for a Common Share outstanding throughout) the period)
Net asset value, beginning of period Income (loss) from investment operations:	$  12.09	$  10.96	$  10.20	$ 11.14	$  10.37
Net investment income1	0.28	0.34	0.38	0.44	0.44
Net realized and unrealized gain (loss)	0.01	1.27	0.97	(0.75)	0.96
Total from investment operations	0.29	1.61	1.35	(0.31)	1.40
Less dividends and distributions from:
Net investment income	(0.95)	(0.48)	(0.59)	(0.63)	(0.63)
Net realized gain	(0.34)	—	—	—	—
Total dividends and distributions	(1.29)	(0.48)	(0.59)	(0.63)	(0.63)
Net asset value, end of period	$  11.09	$  12.09	$  10.96	$ 10.20	$  11.14
Market value, end of period	$  12.42	$  10.85	$ 9.70	$   9.00	$  10.05
Total return based on2:
Net asset value	2.55%	15.49%	14.50%	(2.26%)	14.51%
Market value	27.97%	17.11%	14.85%	(4.41%)	13.85%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$ 85,244	$ 92,916	$ 88,664	$ 86,919	$ 99,889
Ratio of expenses to average net assets3,4,5	2.48%	2.09%	1.95%	1.71%	1.55%
Ratio of net investment income to average net assets6	2.37%	2.94%	3.68%	4.03%	4.06%
Portfolio turnover	29%	36%	47%	43%	48%
Leverage analysis:
Debt outstanding at end of period at par
(000 omitted)	$ 40,000	$ 40,000	$ 40,000	$ 38,000	$ 40,000
Asset coverage per $1,000 of debt outstanding at end of period	$ 3,131	$ 3,323	$ 3,217	$ 3,287	$ 3,497

					Year Ended
		11/30/13		11/30/12	11/30/11		11/30/10		11/30/09
Per Common Share operating performance (for a Common Share outstanding throughout the period)
Net asset value, beginning of period		$8.660		$7.670	$7.680		$7.040		$5.220
Income (loss) from investment operations:
Net investment income1		0.437		0.439	0.432		0.423		0.413
Net realized and unrealized gain (loss)		1.903		1.226	0.248		0.907		2.120
Total from investment operations		2.340		1.665	0.680		1.330		2.533
Less dividends and distributions from:
Net investment income		(0.630)		(0.581)	(0.690)		(0.690)		(0.410)
Return of capital		—		(0.094)	—		—		(0.303)
Total dividends and distributions		(0.630)		(0.675)	(0.690)		(0.690)		(0.713)
Net asset value, end of period		$10.370		$8.660	$7.670		$7.680		$7.040
Market value, end of period		$9.410		$7.920	$6.890		$7.560		$6.600
Total return based on:2
Net asset value		28.51%		22.88%	9.30%		19.61%		53.26%
Market value		27.51%		25.10%	(0.26%)		25.59%		86.93%
Ratios and supplemental data:
Net assets, end of period (000 omitted)		$97,875		$81,723	$72,386		$72,470		$66,421

					Year Ended
		11/30/13		11/30/12	11/30/11		11/30/10		11/30/09
Ratio of expenses to average net assets3,4		1.43%		1.60%	1.51%		1.65%		1.83%
Ratio of net investment income to average net assets5		4.51%		5.26%	5.35%		5.75%		7.06%
Portfolio turnover		45%		39%	45%		62%		65%
Leverage Analysis:
Debt outstanding at end of period at par (000 omitted)		$28,225		$28,225	$20,225		$20,225		$20,225
Asset coverage per $1,000 of debt outstanding at end of period		$4,468		$3,895	$4,579		$4,583		$4,284

		NAV per Common Share on Date of Market Price(1)								NYSE Market Price per Common Share(2)										Premium/(Discount) on Date of Market Pricing(3)				Trading(4)
During Quarter Ended		High				Low				High				Low				High				Low			Volume
Feb. 28, 2017			$11.35				$10.62				$10.13				$9.41				-9.66%				-11.77%		1,040,300
May 31, 2017			11.44				10.92				10.24				9.87				-8.54%				-10.78%		1,189,700
Aug. 31, 2017			11.36				10.99				10.30				9.91				-7.67%				-10.58%		1,378,000
Nov. 30, 2017			11.76	1			11.20				10.56				10.11				-8.86%				-10.78%		1,014,100
Feb. 28, 2018			12.62				11.29				11.34				10.32				-7.79%				-10.73%		1,303,700
May 31, 2018			11.85				11.12				11.22				10.31				-2.86%				-9.40%		3,239,100
Aug. 31, 2018			11.94				11.33				12.98				11.18				9.44%				-3.04%		4,483,000
Nov. 30, 2018			12.00				10.71				13.91				11.11				17.81%				1.18%		3,404,200
Dec. 1, 2018 through Feb. 28, 2019			11.19				9.47				13.45				9.83				22.31%				3.28%		2,058,200

Title of Class	Amount Authorized	Amount Outstanding Exclusive of Amount held by Fund
Common Shares	500,000,000	7,688,158.16

Investment Objectives and Policies
Leverage
Investment Restrictions
Portfolio Composition and Other Information
Management of the Fund
Principal Holders
Investment Advisory and Other Agreements

Portfolio Management
Proxy Voting Policies and Procedures
Portfolio Transactions and Brokerage
Tax Matters
Financial Statements

	Per Share	Total
Estimated subscription price of Common Shares to shareholders exercising Rights(1)	$[  ]	$[  ]
Commissions	$[  ]	$[  ]
Estimated proceeds, before expenses, to the Fund(2)	$[  ]	$[  ]

(1)

The estimated Subscription Price to the public is based upon [  ]% of the last reported sales price of the Fund’s Common Shares of beneficial interest on the NYSE on [  ], 2019.

(2)

Before deduction of expenses related to the Rights offering, which are estimated approximately at $[  ].  Any offering expenses are paid indirectly by shareholders.  Such fees and expenses will immediately reduce the net asset value per share of each Common Share purchased by an investor in the Rights offering.  The indirect expenses of the offering that shareholders will pay are estimated to be $[  ] in the aggregate and $[  ] per share.  The amount of proceeds to the Fund net of any fees and expenses of the offering are estimated to be $[  ] in the aggregate and $[  ] per share.  Shareholders will not directly bear any offering expenses.

PROSPECTUS SUPPLEMENT TABLE OF CONTENTS
Cautionary Notice Regarding Forward-Looking Statements	[   ]
Summary of the Terms of the Rights Offering	[   ]
Description of Rights Offering	[   ]
Table of Fees and Expenses	[   ]
Use of Proceeds	[   ]
Capitalization	[   ]
Price Range of Common Shares	[   ]
Special Characteristics and Risks of the Rights Offering	[   ]
Taxation	[   ]
Plan of Distribution	[   ]
Legal Matters	[   ]
Financial Statements	[   ]

PROSPECTUS TABLE OF CONTENTS
Prospectus Summary	[   ]
Summary of Fund Expenses	[   ]
Financial Highlights	[   ]
Plan of Distribution	[   ]
The Fund	[   ]
Use of Proceeds	[   ]
Description of Shares	[   ]
Investment Objectives and Strategies	[   ]
Portfolio Composition and Other Information	[   ]
Special Leverage Consideration and Risks	[   ]
Risks	[   ]
Management of the Fund	[   ]
Dividends and Distributions	[   ]
Automatic Dividend Reinvestment Plan	[   ]
Rights Offering	[   ]
Taxation	[   ]
Annual Tender Offer Measurement Period and Repurchases of Shares	[   ]
Legal Matters	[   ]
Reports to Shareholders	[   ]
Independent Auditors	[   ]
Legal Proceedings	[   ]
Further Information	[   ]
Table of Contents for the Statement of Additional Information	[   ]

Terms of the Rights Offering	One [transferable] subscription right (a “Right”) will be issued for _____ common share of the Fund (each, a “Common Share,” and collectively, the “Common Shares”) held on the record date.  Rights are expected to be admitted for trading on the [  ] under the symbol “[  ]”.  The Rights will allow common shareholders to subscribe for new Common Shares of the Fund.  [  ] Common Shares of the Fund are outstanding as of [  ], 2019.  [  ] Rights will be required to purchase one Common Share (1 for __) however, any Record Date Shareholder (as defined below) who owns fewer than __ Common Shares as of the close of business or the Record Date may subscribe for one full Common Share.  Common Shares of the Fund, as a closed-end fund, can trade at a discount to net asset value.  Upon exercise of the Rights, Common Shares are expected to be issued at a price [at] net asset value per Common Share.  [An over-subscription privilege will be offered, [subject to the right of the Board of Trustees of the Fund (the “Board”) to eliminate the over-subscription privilege.] [  ] Common Shares of the Fund will be issued if all Rights are exercised.  See “Terms of the Rights Offering.”  The Fund has declared a monthly distribution payable on ____, 2019 with a Record Date of ____, 2019.  Any Common Shares issued after ____, 2019 as a result of the Rights offering will not be record date shares for the Fund’s monthly distribution to be paid on [  ], 2019 and will not be entitled to receive such distribution.  The exercise of rights by a shareholder is irrevocable.
Amount Available for Primary Subscription	Approximately $[  ], before expenses.
Title	Subscription Rights to Acquire Common Shares

Subscription Price	The final subscription price per Common Share will be determined based upon a formula equal to [  ]% of the average of the last reported sales price of the Fund’s Common Shares on the NYSE on the Expiration Date (as defined below) and each of the [four] preceding trading days (the “Subscription Price”).  See “Terms of the Rights Offering.”
Record Date	Rights will be issued to holders of record of the Fund’s Common Shares as of the close of business on [  ], 2019 (the “Record Date”).  See “Terms of the Rights Offering.”
Number of Rights Issued	One Right will be issued in respect of each Common Share of the Fund outstanding as of the close of business on the Record Date.  See “Terms of the Rights Offering.”
Number of Rights Required to Purchase One Common Share	A holder of Rights may purchase [  ] Common Shares of the Fund for every [  ] Rights exercised (1 for __); provided however that any Record Date Shareholder (as defined below) who owns fewer than __ Common Shares as of the close of business on the Record Date may subscribe for one full Common Share.  The number of Rights to be issued to a shareholder as of the close of business on the Record Date will be rounded up to the nearest number of Rights evenly divisible by [  ].  See “Terms of the Rights Offering.”
Over-Subscription Privilege	Holders of Common Shares as of the close of business on the Record Date (“Record Date Shareholders”) who fully exercise all Rights initially issued to them (other than those Rights that cannot be exercised because they represent the right to acquire less than one Common Share) generally are entitled, subject to the limitation described herein, to buy those Common Shares, referred to as “primary over-subscription shares,” that were not purchased by other Rights holders at the same Subscription Price.  If enough primary over-subscription shares are available, all such requests will be honored in full.  If the requests for primary over-subscription shares exceed the primary over-subscription shares available, the available primary over-subscription shares will be allocated pro rata among those fully exercising Record Date Shareholders who over-subscribe based on the number of Rights originally issued to them by the Fund.  Common Shares acquired pursuant to the primary over-subscription privilege are subject to allotment.  Holders of Rights acquired in the secondary market may not participate in the primary over-subscription privilege.
	[In addition, the Fund, in its sole discretion, may determine to issue additional Common Shares in an amount of up to [  ]% of the shares issued pursuant to the primary subscription at the Subscription Price, referred to as “secondary over-subscription shares.” Should the Fund determine to issue some or all of the secondary over-subscription shares, they will be allocated only among Record Date Shareholders who submitted over-subscription requests.  Secondary over-subscription shares will be allocated pro rata among those fully exercising Record Date Shareholders who over-subscribe based on the number of Rights originally issued to them by the Fund.  Rights acquired in the secondary market may not participate in the secondary over-subscription privilege.]
	Notwithstanding the above, the Board has the right in its absolute discretion to eliminate the primary over-subscription privilege and/or secondary over-subscription privilege (together, the “over-subscription privilege”) if it considers it to be in the best interest of the Fund to do so.  The Board may make that determination at any time, without prior notice to Rights holders or others, up to and including the fifth day following the Expiration Date (as defined below).  See “Over-Subscription Privilege.”
	Any Common Shares issued pursuant to the over-subscription privilege will be shares registered under the Prospectus.

Transfer of Rights	[The Rights will be transferable.]  See “Terms of the Rights Offering,” “Sales by Rights Agent” and “Method of Transferring Rights.”
Subscription Period	The Rights may be exercised at any time after issuance and prior to expiration of the Rights (the “Subscription Period”), which will be [5:00 PM Eastern Time] on [  ], 2019, unless otherwise extended as described in this Prospectus Supplement (the “Expiration Date”).  See “Terms of the Rights Offering” and “Method of Exercise of Rights.” The Rights offering may be terminated [or extended] by the Fund at any time for any reason before the Expiration Date.  If the Fund terminates the rights offering, the Fund will issue a press release announcing such termination and will direct the Rights Agent (defined below) to return, without interest, all subscription proceeds received to such shareholders who had elected to purchase Shares.
Offering Expenses	The expenses of the Rights offering are expected to be approximately $[  ] and will be borne by holders of the Fund’s Common Shares.  See “Use of Proceeds.”
Sale of Rights	The Rights are [transferable] until the completion of the Subscription Period and will be admitted for trading on the [  ] under the symbol “[  ]”.  Although no assurance can be given that a market for the Rights will develop, trading in the Rights on the [  ] is expected to begin two Business Days prior to the Record Date and may be conducted until the close of trading on the last [  ] trading day prior to the Expiration Date.  For purposes of this Prospectus Supplement, a “Business Day” shall mean any day on which trading is conducted on the [  ].
	The value of the Rights, if any, will be reflected by their market price on the [  ].  Rights may be sold by individual holders through their broker or financial advisor or may be submitted to the Rights Agent (defined below) for sale.  Holders of Rights attempting to sell any unexercised Rights in the open market through their broker or financial advisor may be charged a commission or incur other transaction expenses and should consider the commissions and fees charged prior to selling their Rights on the open market.  Any Rights submitted to the Rights Agent for sale must be received by the Rights Agent prior to [5:00 PM, Eastern Time], on or before [  ], 2019, [  ] Business Days prior to the Expiration Date (or, if the subscription period is extended, prior to [5:00 PM, Eastern Time], on the [  ] Business Day prior to the extended Expiration Date).
	Rights that are sold will not confer any right to acquire any Common Shares in any over-subscription, and any Record Date Shareholder who sells any Rights (other than those Rights that cannot be exercised because they represent the right to acquire less than one Common Share) will not be eligible to participate in the over-subscription privilege, if any.
	Trading of the Rights on the [  ] will be conducted on a when-issued basis until and including the date on which the Subscription Certificates (as defined below) are mailed to Record Date Shareholders of record and thereafter will be conducted on a regular-way basis until and including the last [  ] trading day prior to the completion of the Subscription Period.  The shares are expected to begin trading ex-Rights one Business Day prior to the Record Date.
	If the Rights Agent receives Rights for sale in a timely manner, it will use its best efforts to sell the Rights on the [  ].  The Rights Agent will also attempt to sell any Rights attributable to shareholders of record whose addresses are outside the United States, or who have an APO or FPO address.  See “Foreign Restrictions.”  Any commissions will be paid by the selling Rights holders.  Neither the Fund nor the Rights Agent will be responsible if Rights cannot be sold and neither has guaranteed any minimum sales price for the Rights.  If the Rights can be sold, sales of these Rights will be deemed to have been effected at the weighted average price received by the Rights Agent on the day such

	Rights are sold, less any applicable brokerage commissions, taxes and other expenses (i.e., costs incidental to the sale of Rights).
	Holders of Rights who are unable or do not wish to exercise any or all of their Rights and are unsure how to sell Rights through their broker or financial adviser may contact the Rights Agent to facilitate the sale of any unexercised Rights. The Rights Agent will contact the [Dealer Manager] or other brokers in order to assist Rights holders whose Rights are not currently held at a broker-dealer or other applicable financial intermediary to facilitate the sale of the Rights. Shareholders of record whose addresses are outside the United States, or who have an APO or FPO address, are encouraged to contact the Rights Agent to facilitate the sale of their Rights if they are otherwise unable or unwilling to exercise the Rights. The selling Rights holder will pay all applicable brokerage commissions incurred in connection with a sale of Rights.   [If the Rights can be sold, sales of these Rights will be deemed to have been effected at the weighted average price received by the Rights Agent on the day such Rights are sold, less any applicable brokerage commissions, taxes and other expenses (i.e., costs incidental to the sale of Rights). ] There can be no assurance that the Rights Agent will be able to facilitate the sale of any of Rights and neither the Fund nor the Rights Agent has guaranteed any minimum sales price for the Rights.
	Shareholders are urged to obtain a recent trading price for the Rights on the [  ] from their broker, bank, financial advisor or the financial press.
	Banks, broker-dealers and trust companies that hold shares for the accounts of others are advised to notify those persons that purchase Rights in the secondary market that such Rights will not participate in any over-subscription privilege.  See “Terms of the Rights Offering” and “Sales by Rights Agent.”
Use of Proceeds	The Fund estimates the net proceeds of the Rights offering to be approximately $[  ].  This figure is based on the estimated Subscription Price per Common Share of $[  ] ([  ]% of the last reported sales price of the Fund’s Common Shares on the NYSE on [  ], 2019 and each of the [   ] preceding trading days) and assumes all new Common Shares offered are sold and that the expenses related to the Rights offering estimated at approximately $[  ] are paid.
	The Manager anticipates that investment of the proceeds will be made in accordance with the Fund’s investment objectives and policies as appropriate investment opportunities are identified, which is expected to be substantially completed in approximately one month; however, the identification of appropriate investment opportunities pursuant to the Fund’s investment style or changes in market conditions may cause the investment period to extend as long as three months.  Pending such investment, the proceeds will be invested in short-term securities issued by the U.S. government or its agencies or instrumentalities or in high quality, short-term or long-term debt obligations or money market instruments.  In addition, some portion of the proceeds may be used to pay off the Fund’s line of credit in the normal course of business.  Depending on market conditions and operations, a portion of the cash held by the Fund, including any proceeds raised from the offering, may be used to pay distributions in accordance with the Fund’s distribution policy and may be a return of capital.  A return of capital is a return to investors of a portion of their original investment in the Fund.  In general terms, a return of capital would involve a situation in which a Fund distribution (or a portion thereof) represents a return of a portion of a shareholder’s investment in the Fund, rather than making a distribution that is funded from the Fund’s earned income or other profits.  Although return of capital distributions may not be currently taxable, such distributions would decrease the basis of a shareholder’s shares, and therefore, may increase a shareholder’s tax liability for capital gains upon a sale of shares, even if sold at a loss to the shareholder’s original investments.  See “Use of

	Proceeds.”
Taxation/ERISA	See “Taxation” and “Employee Benefit Plan and IRA Considerations.”
Rights Agent	[    ].  See “Rights Agent.”
Information Agent	[    ].  See “Information Agent.”

Event			Date
Record Date			[  ], 2019
Subscription Period			[  ], 2019 through [  ], 2019†
Expiration Date*			[  ], 2019†

Event			Date
Payment for Guarantees of Delivery Due*			[  ], 2019†
Issuance Date			[  ], 2019†
Confirmation Date			[  ], 2019†

	If By Mail:
		Delaware Investments® Dividend and Income Fund, Inc.
		[   ]
	If By Overnight Courier:
		Delaware Investments® Dividend and Income Fund, Inc.
		[   ]

Record Date Sales Load (as a percentage of offering price)	[   ]%
Offering Expenses (as a percentage of offering price)(1)	[   ]%
Dividend Reinvestment Plan Fees(2)	None

	Percentage of Managed  Assets Attributable to Common Shares
Management Fees(3)	[  ]%
Other Expenses(4)	[  ]%
Total Annual Fund Operating  Expenses	[  ]%

	1 Year		3 Years		5 Years		10 Years
Total Expenses Incurred	$[   ]		$[   ]		$[   ]		$[   ]

	NAV per Common Share on Date of Market Price(1)		NYSE Market Price per Common Share(2)		Premium/(Discount) on Date of Market Price(3)		Trading(4)
During Quarter Ended	High	Low	High	Low	High	Low	Volume
Nov. 30, 2016
Feb. 28, 2017
May 31, 2017
Aug. 31, 2017
Nov. 30, 2017
Feb. 28, 2018
May 31, 2018
Aug. 31, 2018
Nov. 30, 2018
Feb. 28, 2019

NAV(2)	[  ]
Subscription Price(3)	[  ]
Reduction in NAV ($)(4)	[  ]
Reduction in NAV (%)	[  ]

NAV	[  ]
Subscription Price	[  ]
Increase in NAV ($)(2)	[  ]
Increase in NAV (%)	[  ]

	Per Share	Total (1)
Public offering price	$[__]	$[__]
	_______	_______
[Commissions]	$[__]	$[__]
	_______	_______
Proceeds, before expenses, to us	$[__]	$[__]
	_______	_______

PROSPECTUS SUPPLEMENT TABLE OF CONTENTS
Cautionary Notice Regarding Forward-Looking Statements	[   ]
Table of Fees And Expenses	[   ]
Use of Proceeds	[   ]
Capitalization	[   ]
Price Range of Common Shares	[   ]
Underwriting
Legal Matters	[   ]

PROSPECTUS TABLE OF CONTENTS
Prospectus Summary	[   ]
Summary of Fund Expenses	[   ]
Financial Highlights	[   ]
Plan of Distribution	[   ]
The Fund	[   ]
Use of Proceeds	[   ]
Description of Shares	[   ]
Investment Objectives and Strategies	[   ]
Portfolio Composition and Other Information	[   ]
Special Leverage Consideration and Risks	[   ]
Risks	[   ]
Management of the Fund	[   ]
Dividends and Distributions	[   ]
Automatic Dividend Reinvestment Plan	[   ]
Rights Offerings	[   ]
Taxation	[   ]
Annual Tender Offer Measurement Period and Repurchases of Shares	[   ]
Legal Matters	[   ]
Reports to Shareholders	[   ]
Independent Auditors	[   ]
Legal Proceedings	[   ]
Further Information	[   ]
Table of Contents for the Statement of Additional Information	[   ]

Record Date Sales Load (as a percentage of offering price)	[__]%
Offering Expenses (as a percentage of offering price)(1)	[__]%
Dividend Reinvestment Plan Fees(2)	[__]%

	Percentage of Managed Assets Attributable to Common Shares
Management Fees(3)	[__]%
Other Expenses(4)	[__]%
Total Annual Fund Operating  Expenses	[__]%

	1 Year		3 Years		5 Years		10 Years
Total Expenses Incurred	$[__]		$[__]		$[__]		$[__]

	NAV per Common Share on Date of Market Price(1)		NYSE Market Price per Common Share(2)		Premium/(Discount) on Date of Market Price(3)		Trading(4)
During Quarter Ended	High	Low	High	Low	High	Low	Volume
Nov. 30, 2016
Feb. 28, 2017
May 31, 2017
Aug. 31, 2017
Nov. 30, 2017
Feb. 28, 2018
May 31, 2018
Aug. 31, 2018
Nov. 30, 2018
Feb. 28, 2019

Investment Objectives and Policies	[   ]
Leverage	[   ]
Investment Restrictions	[   ]
Portfolio Composition and Other Information	[   ]
Management of the Fund	[   ]
Principal Holders	[   ]
Investment Advisory and Other Agreements	[   ]
Portfolio Management	[   ]
Proxy Voting Policies and Procedures	[   ]
Portfolio Transactions and Brokerage	[   ]
Tax Matters	[   ]
Financial Statements	[   ]