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<SEC-DOCUMENT>0000355348-95-000044.txt : 19960202
<SEC-HEADER>0000355348-95-000044.hdr.sgml : 19960202
ACCESSION NUMBER:		0000355348-95-000044
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	19951031
FILED AS OF DATE:		19951229
SROS:			NONE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DUFF & PHELPS UTILITIES TAX FREE INCOME INC
		CENTRAL INDEX KEY:			0000879535
		STANDARD INDUSTRIAL CLASSIFICATION:	0000
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06416
		FILM NUMBER:		95606250

	BUSINESS ADDRESS:	
		STREET 1:		55 EAST MONROE ST
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60603
		BUSINESS PHONE:		3122141250
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<DESCRIPTION>N-SAR (3.0.A)
<TEXT>

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001 B000000 811-6416
001 C000000 2122142189
002 A000000 55 EAST MONOROE STREET
002 B000000 CHICAGO, IL.
002 C000000 IL
002 D010000 60603
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008 A000001 PHOENIX DUFF & PHELPS INVESTMENT MANG. CO.
008 B000001 A
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008 D010001 CHICAGO
008 D020001 IL
008 D030001 60603
010 A000001 PRUDENTIAL MUTUAL FUND MANAGEMENT, INC
010 B000001 811-31104
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010 C030001 10292
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011 B000001 8-27154
011 C010001 NEW YORK
011 C020001 NY
011 C030001 10292
012 A000001 STATE STREET BANK & TRUST COMPANY
012 B000001 85-5003
012 C010001 NORTH QUINCY
<PAGE>      PAGE  2
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013 B010001 787 7TH AVE
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022 A000001 RODMAN & RENSHAW, INC.
022 C000001     28010
022 D000001     38660
022 A000002 HUTCHINSON,SHOCKEY ERELY & CO.
022 B000002 36-2355753
022 C000002     21021
022 D000002     14152
022 A000003 DUKE MCELROY & CO
022 B000003 59-1920782
022 C000003      9914
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022 A000004 MERRILL LYNCH PIERCE FENNER
022 B000004 13-5674085
022 C000004      7641
022 D000004     12618
022 A000005 BAUM GEORGE K. & CO.
022 B000005 43-1661917
022 C000005      5564
022 D000005      8317
022 A000006 BEAR STERNS & CO.
022 B000006 13-3299429
022 C000006     10301
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022 A000007 LA SALLE NATIONAL BANK
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022 A000008 LEHMAN BROTHERS INC.
022 B000008 13-2518466
022 C000008      6721
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022 A000009 J.P. MORGAN
022 B000009 13-3224016
022 C000009      8525
022 D000009         0
022 A000010 FITZGERALD, DAVIS & ASSOC.
022 B000010 36-3863707
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<PAGE>      PAGE  8
077 N000000 N
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080 A000000 FEDERAL INSURAMCE COMPANY
080 C000000     2250
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SIGNATURE   MARY J. METZ
TITLE       TREASURER


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.SUB-ITEM77C
<SEQUENCE>2
<DESCRIPTION>DUFF & PHELPS UTIL TAX-FREE INC NSAR 77-C
<TEXT>

For fiscal period ending (b) October 31, 1995
File number 811-6416


                                SUB-ITEM 77C
             Submission of Matters to a Vote of Security
Holders


     A Special Meeting of Stockholders was held on September
7, 1995.  At such
meeting the stockholders elected one director and voted as
follows on a proposal
to approve a Successor Investment Advisory Agreement,
effective upon the closing
of the proposed merger of Duff & Phelps Corporation and
Phoenix Securities
Group, Inc.:


                         Affirmative         Negative
                         Votes cast          votes cast

Common & Preferred       6,396,031           97,964

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.SUB-ITEM77Q
<SEQUENCE>3
<DESCRIPTION>DUFF & PHELPS UTIL TAX-FREE INC NSAR 77-Q
<TEXT>

For Fiscal Period ending (b) October 31, 1995
File Number 811-6416

                                Sub-Item 77Q1

                                   BY-LAWS

                                     OF

                DUFF & PHELPS UTILITIES TAX-FREE INCOME INC.

          These By-Laws (the "By-Laws") are made and adopted
pursuant to Section
6.6 of the Articles of Incorporation establishing DUFF &
PHELPS UTILITIES TAX-
FREE INCOME INC., as from time to time amended (hereinafter
called the "Arti-
cles").  All words or terms capitalized in these By-Laws
shall have the meaning
or meanings set forth for such words or terms in the
Articles.


                                  ARTICLE 1

                                   Offices

          Section 1.1  Principal Office.  The principal
office of the Corpora-
tion shall be in the City of Baltimore, State of Maryland.

          Section 1.2  Principal Executive Office.  The
principal executive
office of the Corporation shall be at 55 East Monroe Street,
Chicago, Illinois
60603.

          Section 1.3  Other Offices.  The Corporation may
have such other
offices in such places as the Board of Directors may from
time to time
determine.


                                  ARTICLE 2

                          Meetings of Stockholders
          Section 2.1  Annual Meeting.  An annual meeting of
the stockholders
of the Corporation for the election of directors and for the
transaction of such
other business as may properly be brought before the meeting
shall be held
during the fiscal year ending in 1995 be held during the
month of April 1995 and
thereafter during the month of March of each year.

          Section 2.2  Special Meetings.  Special meetings
of the stockholders,
unless otherwise provided by law or by the Articles, may be
called for any
purpose or purposes by a majority of the Board of Directors,
the President, or
on the written request of the holders of at least 25% of the
outstanding capital
stock of the Corporation entitled to vote at such meeting.

          Section 2.3  Place of Meetings.  Annual and
special meetings of the
stockholders shall be held at such place within the United
States as the Board
of Directors may from time to time determine.

          Section 2.4  Notice of Meetings; Waiver of Notice.
Notice of the
place, date and time of the holding of each annual and
special meeting of the
stockholders and the purpose or purposes of each special
meeting shall be given
personally or by mail, not less than ten nor more than
ninety days before the
date of such meeting, to each stockholder entitled to vote
at such meeting and
to each other stockholder entitled to notice of the meeting.
Notice by mail
shall be deemed to be duly given when deposited in the
United States mail
addressed to the stockholder at his address as it appears on
the records of the
Corporation, with postage thereon prepaid.

          Notice of any meeting of stockholders shall be
deemed waived by any
stockholder who shall attend such meeting in person or by
proxy, or who shall,
either before or after the meeting, submit a signed waiver
of notice which is
filed with the records of the meeting.  When a meeting is
adjourned to another
time and place, unless the Board of Directors, after the
adjournment, shall fix
a new record date for an adjourned meeting, or the
adjournment is for more than
one hundred and twenty days after the original record date,
notice of such
adjourned meeting need not be given if the time and place to
which the meeting
shall be adjourned were announced at the meeting at which
the adjournment was
taken.

          Section 2.5  Quorum.  At all meetings of the
stockholders, the holders
of a majority of the shares of stock of the Corporation
entitled to vote at the
meeting, present in person or by proxy, shall constitute a
quorum for the
transaction of any business, except as otherwise provided by
statute or by the
Articles.  In the absence of a quorum no business may be
transacted, except that
the holders of a majority of the shares of stock present in
person or by proxy
and entitled to vote may adjourn the meeting from time to
time, without notice
other than announcement thereat except as otherwise required
by these By-Laws,
until the holders of the requisite amount of shares of stock
shall be so
present.  At any such adjourned meeting at which a quorum
may be present any
business may be transacted which might have been transacted
at the meeting as
originally called.  The absence from any meeting, in person
or by proxy, of
holders of the number of shares of stock of the Corporation
in excess of a
majority thereof which may be required by the laws of the
State of Maryland, the
Investment Company Act of 1940, as amended, or other
applicable statute, the
Articles of Incorporation or these By-Laws for action upon
any given matter
shall not prevent action at such meeting upon any other
matter or matters which
may properly come before the meeting, if there shall be
present thereat, in
person or by proxy, holders of the number of shares of stock
of the Corporation
required for action in respect of such other matter or
matters.

          Section 2.6  Organization.  At each meeting of the
stockholders, the
Chairman of the Board (if one has been designated by the
Board), or in the
Chairman of the Board's absence or inability to act, the
President, or in the
absence or inability of the Chairman of the Board and the
President, a Vice
President, shall act as chairman of the meeting.  The
Secretary, or in the
Secretary's absence or inability to act, any person
appointed by the chairman
of the meeting, shall act as secretary of the meeting and
keep the minutes
thereof.

          Section 2.7  Order of Business.  The order of
business at all meetings
of the stockholders shall be as determined by the chairman
of the meeting.

          Section 2.8  Voting.  Except as otherwise provided
by statute or the
Articles, each holder of record of shares of stock of the
Corporation having
voting power shall be entitled at each meeting of the
stockholders to one vote
for every share of such stock standing in such stockholder's
name on the record
of stockholders of the Corporation as of the record date
determined pursuant to
Section 9 of this Article or, if such record date shall not
have been so fixed,
then at the later of (i) the close of business on the day on
which notice of the
meeting is mailed or (ii) the thirtieth day before the
meeting.

          Each stockholder entitled to vote at any meeting
of stockholders may
authorize another person or persons to act for him by a
proxy signed by such
stockholder or his attorney-in-fact.  No proxy shall be
valid after the
expiration of eleven months from the date thereof, unless
otherwise provided in
the proxy.  Every proxy shall be revocable at the pleasure
of the stockholder
executing it, except in those cases where such proxy states
that it is
irrevocable and where an irrevocable proxy is permitted by
law.  Except as
otherwise provided by statute, the Articles of Incorporation
or these By-Laws,
any corporate action to be taken by vote of the stockholders
shall be authorized
by a majority of the total votes cast at a meeting of
stockholders by the
holders of shares present in person or represented by proxy
and entitled to vote
on such action.

          If a vote shall be taken on any question other
than the election of
directors, which shall be by written ballot, then unless
required by statute or
these By-Laws, or determined by the chairman of the meeting
to be advisable, any
such vote need not be by ballot.  On a vote by ballot, each
ballot shall be
signed by the stockholder voting, or by his proxy, if there
be such proxy, and
shall state the number of shares voted.

          Section 2.9  Fixing of Record Date.  The Board of
Directors may set
a record date for the purpose of determining stockholders
entitled to vote at
any meeting of the stockholders.  The record date, which may
not be prior to the
close of business on the day the record date is fixed, shall
be not more than
ninety nor less than ten days before the date of the meeting
of the
stockholders.  All persons who were holders of record of
shares at such time,
and not others, shall be entitled to vote at such meeting
and any adjournment
thereof.

          Section 2.10  Inspectors.  The Board may, in
advance of any meeting
of stockholders, appoint one or more inspectors to act at
such meeting or any
adjournment thereof.  If the inspector shall not be so
appointed or if any of
them shall fail to appear or act, the chairman of the
meeting may, and on the
request of any stockholder entitled to vote thereat shall,
appoint inspectors.
Each inspector, before entering upon the discharge of his
duties, shall take and
sign an oath to execute faithfully the duties of inspector
at such meeting with
strict impartiality and according to the best of his
ability.  The inspectors
shall determine the number of shares outstanding and the
voting powers of each,
the number of shares represented at the meeting, the
existence of a quorum, the
validity and effect of proxies, and shall receive votes,
ballots or consents,
hear and determine all challenges and questions arising in
connection with the
right to vote, count and tabulate all votes, ballots or
consents, determine the
result, and do such acts as are proper to conduct the
election or vote with
fairness to all stockholders.  On request of the chairman of
the meeting or any
stockholder entitled to vote thereat, the inspectors shall
make a report in
writing of any challenge, request or matter determined by
them and shall execute
a certificate of any fact found by them.  No director or
candidate for the
office of director shall act as inspector of an election of
directors.
Inspectors need not be stockholders.

          Section 2.11  Consent of Stockholders in Lieu of
Meeting.  Except as
otherwise provided by statute or the Articles of
Incorporation, any action
required to be taken at any annual or special meeting of
stockholders, or any
action which may be taken at any annual or special meeting
of such stockholders,
may be taken without a meeting, without prior notice and
without a vote, if the
following are filed with the records of stockholders'
meetings:  (i) a unanimous
written consent which sets forth the action and is signed by
each stockholder
entitled to vote on the matter and (ii) a written waiver of
any right to dissent
signed by each stockholder entitled to notice of the meeting
but not entitled
to vote thereat.


                                  ARTICLE 3

                             Board of Directors
          Section 3.1  General Powers.  Except as otherwise
provided in the
Articles of Incorporation, the business and affairs of the
Corporation shall be
managed under the direction of the Board of Directors.  All
powers of the
Corporation may be exercised by or under authority of the
Board of Directors
except as conferred on or reserved to the stockholders by
law or by the Articles
of Incorporation or these By-Laws.

          Section 3.2  Number of Directors.  The number of
directors shall be
fixed from time to time by resolution of the Board of
Directors adopted by a
majority of the directors then in office; provided, however,
that the number of
directors shall in no event be less than three nor more than
nine.  Any vacancy
created by an increase in directors may be filled in
accordance with Section 6
of this Article 3.  No reduction in the number of directors
shall have the
effect of removing any director from office prior to the
expiration of his term.
Directors need not be stockholders.

          Section 3.3  Election and Term of Directors.  Each
class of directors
as to which vacancies exist shall be elected by written
ballot at the annual
meeting of stockholders, or a special meeting held for that
purpose unless
otherwise provided by statute or the Articles of
Incorporation.  The term of
office of each director shall be from the time of his
election and qualification
until the expiration of the term of his class or until the
annual election of
directors next succeeding his election and until his
successor shall have been
elected and shall have qualified, or until his death, or
until he shall have
resigned, or have been removed as hereinafter provided in
these By-Laws, or as
otherwise provided by statute or the Articles of
Incorporation.

          Section 3.4  Resignation.  A director of the
Corporation may resign
at any time by giving written notice of his resignation to
the Board or the
Chairman of the Board or the President or the Secretary.
Any such resignation
shall take effect at the time specified therein or, if the
time when it shall
become effective shall not be specified therein, immediately
upon its receipt;
and, unless otherwise specified therein, the acceptance of
such resignation
shall not be necessary to make it effective.

          Section 3.5  Removal of Directors.  Any director
of the Corporation
may be removed for cause (but not without cause) by the
stockholders by a vote
of seventy-five percent (75%) of the votes entitled to be
cast for the election
of such director.

          Section 3.6  Vacancies.  Subject to the provisions
of the Investment
Company Act of 1940, as amended, any vacancies in the Board,
whether arising
from death, resignation, removal, an increase in the number
of directors or any
other cause, shall be filled by a vote of the Board of
Directors in accordance
with the Articles of Incorporation.

          Section 3.7  Place of Meetings.  Meetings of the
Board may be held at
such place as the Board may from time to time determine or
as shall be specified
in the notice of such meeting.

          Section 3.8  Regular Meeting.  Regular meetings of
the Board may be
held without notice at such time and place as may be
determined by the Board of
Directors.

          Section 3.9  Special Meetings.  Special meetings
of the Board may be
called by two or more directors of the Corporation or by the
Chairman of the
Board or the President.

          Section 3.10  Annual Meeting.  The annual meeting
of each newly
elected Board of Directors (including a Board of Directors
to which only one
class of Directors has been newly elected) shall be held as
soon as practicable
after the meeting of stockholders at which such directors
were elected.  No
notice of such annual meeting shall be necessary if held
immediately after the
adjournment, and at the site, of the meeting of
stockholders.  If not so held,
notice shall be given as hereinafter provided for special
meetings of the Board
of Directors.

          Section 3.11  Notice of Special Meetings.  Notice
of each special
meeting of the Board shall be given by the Secretary as
hereinafter provided,
in which notice shall be stated the time and place of the
meeting.  Notice of
each such meeting shall be delivered to each director,
either personally or by
telephone or any standard form of telecommunication, at
least twenty-four hours
before the time at which such meeting is to be held, or
mailed by first-class
mail, postage prepaid, addressed to him at his residence or
usual place of
business, at least three days before the day on which such
meeting is to be
held.

          Section 3.12  Waiver of Notice of Meetings.
Notice of any special
meeting need not be given to any director who shall, either
before or after the
meeting, sign a written waiver of notice which is filed with
the records of the
meeting or who shall attend such meeting.  Except as
otherwise specifically
required by these By-Laws, a notice or waiver of notice of
any meeting need not
state the purpose of such meeting.

          Section 3.13  Quorum and Voting.  One-third, but
not less than two,
of the members of the entire Board shall be present in
person at any meeting of
the Board in order to constitute a quorum for the
transaction of business at
such meeting, and except as otherwise expressly required by
statute, the
Articles of Incorporation, these By-Laws, the Investment
Company Act of 1940,
as amended, or other applicable statute, the act of a
majority of the directors
present at any meeting at which a quorum is present shall be
the act of the
Board; provided, however, that the approval of any contract
with an investment
adviser or principal underwriter, as such terms are defined
in the Investment
Company Act of 1940, as amended, which the Corporation
enters into or any
renewal or amendment thereof, the approval of the fidelity
bond required by the
Investment Company Act of 1940, as amended, and the
selection of the
Corporation's independent public accountants shall each
require the affirmative
vote of a majority of the directors who are not interested
persons, as defined
in the Investment Company Act of 1940, as amended, of the
Corporation.  In the
absence of a quorum at any meeting of the Board, a majority
of the directors
present thereat may adjourn such meeting to another time and
place until a
quorum shall be present thereat.  Notice of the time and
place of any such ad-
journed meeting shall be given to the directors who were not
present at the time
of the adjournment and, unless such time and place were
announced at the meeting
at which the adjournment was taken, to the other directors.
At any adjourned
meeting at which a quorum is present, any business may be
transacted which might
have been transacted at the meeting as originally called.

          Section 3.14  Organization.  The Board may, by
resolution adopted by
a majority of the entire Board, designate a Chairman of the
Board, who shall
preside at each meeting of the Board.  In the absence or
inability of the Chair-
man of the Board to preside at a meeting, the President or,
in his absence or
inability to act, another director chosen by a majority of
the directors
present, shall act as chairman of the meeting and preside
thereat.  The Secre-
tary (or, in his absence or inability to act, any person
appointed by the
chairman) shall act as secretary of the meeting and keep the
minutes thereof.

          Section 3.15  Written Consent of Directors in Lieu
of a Meeting.
Subject to the provisions of the Investment Company Act of
1940, as amended, any
action required or permitted to be taken at any meeting of
the Board of
Directors or of any committee thereof may be taken without a
meeting if all
members of the Board or committee, as the case may be,
consent thereto in writ-
ing, and the writings or writing are filed with the minutes
of the proceedings
of the Board or committee.

          Section 3.16  Compensation.  Directors may receive
compensation for
services to the Corporation in their capacities as directors
or otherwise in
such manner and in such amounts as may be fixed from time to
time by the Board.

          Section 3.17  Investment Policies.  It shall be
the duty of the Board
of Directors to ensure that the purchase, sale, retention
and disposal of
portfolio securities and the other investment practices of
the Corporation are
at all times consistent with the investment policies and
restrictions with
respect to securities investments and otherwise of the
Corporation, as recited
in the Prospectus included in the registration statement of
the Corporation
covering the initial public offering of shares of its
capital stock, as filed
with the Securities and Exchange Commission (or as such
investment policies and
restrictions may be modified by the Board of Directors or,
if required, by
majority vote of the stockholders of the Corporation in
accordance with the
Investment Company Act of 1940, as amended) and as required
by the Investment
Company Act of 1940, as amended.  The Board, however, may
delegate the duty of
management of the assets and the administration of its day-
to-day operations to
one or more individuals or corporate management companies
and/or investment
advisers pursuant to a written contract or contracts which
have obtained the
requisite approvals, including the requisite approvals of
renewals thereof, of
the Board of Directors and/or the stockholders of the
Corporation in accordance
with the provisions of the Investment Company Act of 1940,
as amended.

          Section 3.18  Asset Value.  The Board of Directors
shall determine the
times and method of calculation of the net asset value per
share of the Fund
subject to conditions with the requirements of the
Investment Company Act of
1940, as amended.


                                  ARTICLE 4

                                 Committees
          Section 4.1  Committees of the Board.  The Board
of Directors may from
time to time, by resolution adopted by a majority of the
whole Board, designate
one or more committees of the Board, each such committee to
consist of two or
more directors and to have such powers and duties as the
Board of Directors may,
by resolution, prescribe.

          Section 4.2  General.  One-third, but not less
than two, of the mem-
bers of any committee shall be present in person at any
meeting of such
committee in order to constitute a quorum for the
transaction of business at
such meeting, and the act of a majority present shall be the
act of such com-
mittee.  The Board may designate a chairman of any committee
and such chairman
or any two members of any committee may fix the time and
place of its meetings
unless the Board shall otherwise provide.  In the absence or
disqualification
of any member of any committee, the member or members
thereof present at any
meeting and not disqualified from voting, whether or not he
or they constitute
a quorum, may unanimously appoint another member of the
Board of Directors to
act at the meeting in the place of any such absent or
disqualified member.  The
Board shall have the power at any time to change the
membership of any
committee, to fill all vacancies, to designate alternate
members to replace any
absent or disqualified member or to dissolve any such
committee.  Nothing herein
shall be deemed to prevent the Board from appointing one or
more committees
consisting in whole or in part of persons who are not
directors of the Corpora-
tion; provided, however, that no such committee shall have
or may exercise any
authority or power of the Board in the management of the
business or affairs of
the Corporation.
                                  ARTICLE 5

                       Officers, Agents and Employees

          Section 5.1  Number of Qualifications.  The
officers of the Corpora-
tion shall be a President, who shall be a director of the
Corporation, a
Secretary and a Treasurer, each of whom shall be elected by
the Board of
Directors.  The Board of Directors may elect or appoint one
or more Vice Presi-
dents and may also appoint such other officers, agents and
employees as it may
deem necessary or proper.  Any two or more offices may be
held by the same
person, except the offices of President and Vice President,
but no officer shall
execute, acknowledge or verify any instrument as an officer
in more than one
capacity.  Such officers shall be elected by the Board of
Directors each year
at its first meeting held after the annual meeting of
stockholders, each to hold
office until the meeting of the stockholders and until his
successor shall have
been duly elected and shall have qualified, or until his
death, or until he
shall have resigned, or been removed, as hereinafter
provided in these By-Laws.
The Board may from time to time elect, or delegate to the
President the power
to appoint, such officers (including one or more Assistant
Vice Presidents, one
or more Assistant Treasurers and one or more Assistant
Secretaries) and such
agents, as may be necessary or desirable for the business of
the Corporation.
Such officers and agents shall have such duties and shall
hold their offices for
such terms as may be prescribed by the Board or by the
appointing authority.

          Section 5.2  Resignations.  Any officer of the
Corporation may resign
at any time by giving written notice of resignation to the
Board, the Chairman
of the Board, the President or the Secretary.  Any such
resignation shall take
effect at the time specified therein or, if the time when it
shall become
effective shall not be specified therein, immediately upon
its receipt; and,
unless otherwise specified therein, the acceptance of such
resignation shall be
necessary to make it effective.

          Section 5.3  Removal of Officer, Agent or
Employee.  Any officer,
agent or employee of the Corporation may be removed by the
Board of Directors
with or without cause at any time, and the Board may
delegate such power of
removal as to agents and employees not elected or appointed
by the Board of
Directors.  Such removal shall be without prejudice to such
person's contract
rights, if any, but the appointment of any person as an
officer, agent or
employee of the Corporation shall not of itself create
contract rights.

          Section 5.4  Vacancies.  A vacancy in any office,
either arising from
death, resignation, removal or any other cause, may be
filled for the unexpired
portion of the term of the office which shall be vacant, in
the manner
prescribed in these By-Laws for the regular election or
appointment to such
office.

          Section 5.5  Compensation.  The compensation of
the officers of the
Corporation shall be fixed by the Board of Directors, but
this power may be
delegated to any officer in respect of other officers under
his control.

          Section 5.6  Bonds or Other Security.  If required
by the Board, any
officer, agent or employee of the Corporation shall give a
bond or other
security for the faithful performance of his duties, in such
amount and with
such surety or sureties as the Board may require.

          Section 5.7  President.  The President shall be
the chief executive
officer of the Corporation.  In the absence of the Chairman
of the Board (or if
there be none), he shall preside at all meetings of the
stockholders and of the
Board of Directors.  He shall have, subject to the control
of the Board of
Directors, general charge of the business and affairs of the
Corporation.  He
may employ and discharge employees and agents of the
Corporation, except such
as shall be appointed by the Board, and he may delegate
these powers.

          Section 5.8  Vice President.  Each Vice President
shall have such
powers and perform such duties as the Board of Directors or
the President may
from time to time prescribe.

          Section 5.9  Treasurer.  The Treasurer shall:

               (a)  have charge and custody of, and be
responsible for, all the
funds and securities of the Corporation, except those which
the Corporation has
placed in the custody of a bank or trust company or member
of a national securi-
ties exchange (as that term is defined in the Securities
Exchange Act of 1934,
as amended) pursuant to a written agreement designating such
bank or trust
company or member of a national securities exchange as a
custodian or sub-
custodian of the property of the Corporation;

               (b)  keep full and accurate accounts of
receipts and disburse-
ments in books belonging to the Corporation;

               (c)  cause all moneys and other valuables to
be deposited to the
credit of the Corporation;

               (d)  receive, and give receipts for, moneys
due and payable to
the Corporation from any source whatsoever;

               (e)  disburse the funds of the Corporation
and supervise the
investment of its funds as ordered or authorized by the
Board, taking proper
vouchers therefor; and

               (f)  in general, perform all the duties
incident to the office
of Treasurer and such other duties as from time to time may
be assigned to him
by the Board or the President.

          Section 5.10  Secretary.  The Secretary shall:

               (a)  keep or cause to be kept, in one or more
books provided for
the purpose, the minutes of all meetings of the Board, the
committees of the
Board and the stockholders;

               (b)  see that all notices are duly given in
accordance with the
provisions of these By-Laws and as required by law;

               (c)  be custodian of the records and the seal
of the Corporation
and affix and attest the seal to all stock certificates of
the Corporation
(unless the seal of the Corporation on such certificates
shall be a facsimile,
as hereinafter provided) and affix and attest the seal to
all other documents
to be executed on behalf of the Corporation under its seal;

               (d)  see that the books, reports, statements,
certificates and
other documents and records required by law to be kept and
filed are properly
kept and filed; and

               (e)  in general, perform all the duties
incident to the office
of Secretary and such other duties as from time to time may
be assigned to him
by the Board or the President.

          Section 5.11  Delegation of Duties.  In case of
the absence of any
officer of the Corporation, or for any other reason that the
Board may deem
sufficient, the Board may confer for the time being the
powers or duties, or any
of them, of such officer upon any other officer or upon any
director.


                                  ARTICLE 6

                               Indemnification

          Each officer and director of the Corporation shall
be indemnified by
the Corporation to the fullest extent permitted under the
General Laws of the
State of Maryland, including the advancing of expenses,
except that such
indemnity shall not protect any such person against any
liability to the
Corporation or any stockholder thereof to which such person
would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or
reckless disregard of the duties involved in the conduct of
his office.  Absent
a court determination that an officer or director seeking
indemnification was
not liable on the merits or guilty of willful misfeasance,
bad faith, gross
negligence or reckless disregard of the duties involved in
the conduct of his
office, the decision by the Corporation to indemnify such
person must be based
upon the reasonable determination of independent counsel or
nonparty independent
directors, after review of the facts, that such officer or
director is not
guilty of willful misfeasance, bad faith, gross negligence
or reckless disregard
of the duties involved in the conduct of his office.

          The Corporation may purchase insurance on behalf
of an officer or
director protecting such person to the full extent permitted
under the General
Laws of the State of Maryland from liability arising from
his activities as
officer or director of the Corporation.  The Corporation,
however, may not
purchase insurance on behalf of any officer or director of
the Corporation that
protects or purports to protect such person from liability
to the Corporation
or to its stockholders to which such officer or director
would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or
reckless disregard of the duties involved in the conduct of
his office.

          The Corporation may indemnify or purchase
insurance to the extent
provided in this Article 6 on behalf of an employee or agent
who is not an
officer or director of the Corporation.

                                  ARTICLE 7

                                Capital Stock

          Section 7.1  Stock Certificates.  Each holder of
stock of the Corpo-
ration shall be entitled upon request to have a certificate
or certificates, in
such form as shall be approved by the Board, representing
the number of shares
of the Corporation owned by him, provided, however, that
certificates for
fractional shares will not be delivered in any case.  The
certificates repre-
senting shares of stock shall be signed by or in the name of
the Corporation by
the President or a Vice President and by the Secretary or an
Assistant Secretary
or the Treasurer or an Assistant Treasurer and sealed with
the seal of the
Corporation.  Any or all of the signatures or the seal on
the certificate may
be a facsimile.  In case any officer, transfer agent or
registrar who has signed
or whose facsimile signature has been placed upon a
certificate shall have
ceased to be such officer, transfer agent or registrar
before such certificate
shall be issued, it may be issued by the Corporation with
the same effect as if
such officer, transfer agent or registrar were still in
office at the date of
issue.

          Section 7.2  Books of Accounts and Record of
Stockholders.  There
shall be kept at the principal executive office of the
Corporation correct and
complete books and records of account of all the business
and transactions of
the Corporation.  There shall be made available upon request
of any stockholder,
in accordance with Maryland law, a record containing the
number of shares of
stock issued during a specified period not to exceed twelve
months and the
consideration received by the Corporation for each such
share.

          Section 7.3  Transfers of Shares.  Transfers of
shares of stock of the
Corporation shall be made on the stock records of the
Corporation only by the
registered holder thereof, or by his attorney thereunto
authorized by power of
attorney duly executed and filed with the Secretary or with
a transfer agent or
transfer clerk, and on surrender of the certificate or
certificates, if issued,
for such shares properly endorsed or accompanied by a duly
executed stock
transfer power and the payment of all taxes thereon.  Except
as otherwise
provided by law, the Corporation shall be entitled to
recognize the exclusive
rights of a person in whose name any share or shares stands
on the record of
stockholders as the owner of such share or shares for all
purposes, including,
without limitation, the rights to receive dividends or other
distributions, and
to vote as such owner, and the Corporation shall not be
bound to recognize any
equitable or legal claim to or interest in any such share or
shares on the part
of any other person.

          Section 7.4  Regulations.  The Board may make such
additional rules
and regulations, not inconsistent with these By-Laws, as it
may deem expedient
concerning the issue, transfer and registration of
certificates for shares of
stock of the Corporation.  It may appoint, or authorize any
officer or officers
to appoint, one or more transfer agents or one or more
transfer clerks and one
or more registrars and may require all certificates for
shares of stock to bear
the signature or signatures of any of them.

          Section 7.5  Lost, Destroyed or Mutilated
Certificates.  The holder
of any certificates representing shares of stock of the
Corporation shall
immediately notify the Corporation of any loss, destruction
or mutilation of
such certificate, and the Corporation may issue a new
certificate of stock in
the place of any certificate theretofore issued by it which
the owner thereof
shall allege to have been lost or destroyed or which shall
have been mutilated,
and the Board may, in its discretion, require such owner or
his legal
representatives to give to the Corporation a bond in such
sum, limited or unlim-
ited, and in such form and with such surety or sureties, as
the Board in its
absolute discretion shall determine, to indemnify the
Corporation against any
claim that may be made against it on account of the alleged
loss or destruction
of any such certificate, or issuance of a new certificate.
Anything herein to
the contrary notwithstanding, the Board, in its absolute
discretion, may refuse
to issue any such new certificate, except pursuant to legal
proceedings under
the laws of the State of Maryland.

          Section 7.6  Fixing of a Record Date for Dividends
and Distributions.
The Board may fix, in advance, a date not more than ninety
days preceding the
date fixed for the payment of any dividend or the making of
any distribution.
Once the Board of Directors fixes a record date as the
record date for the
determination of the stockholders entitled to receive any
such dividend or
distribution, in such case only the stockholders of record
at the time so fixed
shall be entitled to receive such dividend or distribution.

          Section 7.7  Information to Stockholders and
Others.  Any stockholder
of the Corporation or his agent may inspect and copy during
usual business hours
the Corporation's By-Laws, minutes of the proceedings of its
stockholders,
annual statements of its affairs and voting trust agreements
on file at its
principal office.


                                  ARTICLE 8

                                    Seal
          The seal of the Corporation shall be circular in
form and shall bear,
in addition to any other emblem or device approved by the
Board of Directors,
the name of the Corporation, the year of its incorporation
and the words
"Corporate Seal" and "Maryland".  Said seal may be used by
causing it or a
facsimile thereof to be impressed or affixed or in any other
manner reproduced.
                                  ARTICLE 9

                                 Fiscal Year

          Unless otherwise determined by the Board, the
fiscal year of the
Corporation shall end on the thirty-first day of December.


                                 ARTICLE 10

                         Depositories and Custodians

          Section 10.1  Depositories.  The funds of the
Corporation shall be
deposited with such banks or other depositories as the Board
of Directors of the
Corporation may from time to time determine.

          Section 10.2  Custodians.  All securities and
other investments shall
be deposited in the safe keeping of such banks or other
companies as the Board
of Directors of the Corporation may from time to time
determine.  Every
arrangement entered into with any bank or other company for
the safe keeping of
the securities and investments of the Corporation shall
contain provisions
complying with the Investment Company Act of 1940, as
amended, and the general
rules and regulations thereunder.


                                 ARTICLE 11

                          Execution of Instruments

          Section 11.1  Checks, Notes, Drafts, etc.  Checks,
notes, drafts,
acceptances, bills of exchange and other orders or
obligations for the payment
of money shall be signed by such officer or officers or
person or persons as the
Board of Directors by resolution shall from time to time
designate.

          Section 11.2  Sale or Transfer of Securities.
Stock certificates,
bonds or other securities at any time owned by the
Corporation may be held on
behalf of the Corporation or sold, transferred or otherwise
disposed of subject
to any limits imposed by these By-Laws and pursuant to
authorization by the
Board and, when so authorized to be held on behalf of the
Corporation or sold,
transferred or otherwise disposed of, may be transferred
from the name of the
Corporation by the signature of the President or a Vice
President or the
Treasurer or pursuant to any procedure approved by the Board
of Directors,
subject to applicable law.


                                 ARTICLE 12

                       Independent Public Accountants

          The firm of independent public accountants which
shall sign or certify
the financial statements of the Corporation which are filed
with the Securities
and Exchange Commission shall be selected annually by the
Board of Directors and
ratified by the stockholders in accordance with the
provisions of the Investment
Company Act of 1940, as amended.


                                 ARTICLE 13

                              Annual Statement

          The books of account of the Corporation shall be
examined by an
independent firm of public accountants at the close of each
annual period of the
Corporation and at such other times as may be directed by
the Board.  A report
to the stockholders based upon each such examination shall
be mailed to each
stockholder of the Corporation of record on such date with
respect to each
report as may be determined by the Board, at his address as
the same appears on
the books of the Corporation.  Such annual statement shall
also be available at
the annual meeting of stockholders and be placed on file at
the Corporation's
principal office in the State of Maryland.  Each such report
shall show the
assets and liabilities of the Corporation as of the close of
the annual or
quarterly period covered by the report and the securities in
which the funds of
the Corporation were then invested.  Such report shall also
show the
Corporation's income and expenses for the period from the
end of the
Corporation's preceding fiscal year to the close of the
annual or quarterly
period covered by the report and any other information
required by the
Investment Company Act of 1940, as amended, and shall set
forth such other
matters as the Board or such firm of independent public
accountants shall
determine.


                                 ARTICLE 14

                                 Amendments
          The Board of Directors, by affirmative vote of a
majority thereof,
shall have the exclusive right to amend, alter or repeal
these By-Laws at any
regular or special meeting of the Board of Directors, except
any particular By-
Law which is specified as not subject to alteration or
repeal by the Board of
Directors, subject to the requirements of the Investment
Company Act of 1940,
as amended.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.SUB-ITEM77Q1
<SEQUENCE>4
<DESCRIPTION>DUFF & PHELPS UTIL TAX-FREE INC NSAR 77-Q1
<TEXT>

For fiscal period ending (b) October 31, 1995
File number 811-6416


                                SUB-ITEM 77Q1

                        INVESTMENT ADVISORY
AGREEMENT

          THIS INVESTMENT ADVISORY AGREEMENT,
dated as of November 1, 1995, by and between
DUFF & PHELPS UTILITIES TAX-FREE INCOME INC. (the
"Fund"), a Maryland corporation, and DUFF &
PHELPS INVESTMENT MANAGEMENT CO. (the "Adviser"),
an Illinois corporation;

          In consideration of the mutual promises
and agreements herein contained and other good and
valuable consideration, the receipt of which is
hereby acknowledged, it is agreed by and between
the parties hereto
as follows:

          1.  Retention of Adviser by Fund

          The Fund hereby employs the Adviser to
act as the investment adviser for, and to manage
the invest-
ment and reinvestment of assets of, the Fund in
accordance with the Fund's investment objective
and policies and
limitations, and to administer its affairs to the
extent requested by, and subject to the review and
supervision of,
the Board of Directors of the Fund for the period
and upon the terms set forth herein.  The
investment of funds
shall be subject to all applicable restrictions of
applicable laws and of the Charter and By-laws of
the Fund, each
as amended, and resolutions of the Board of
Directors of the Fund as may from time to time be
in force and
delivered or made available to the Adviser.

          2.  Adviser's Acceptance of Employment;
Duties and Obligations of the Adviser.

          The Adviser agrees, all as more fully
set forth herein, to act as investment adviser to
the Fund with
respect to the investment of the Fund's assets and
to supervise and arrange the purchase of
securities for and the
sale of securities held in the investment
portfolio of the Fund.

               (a)  Subject to the succeeding
provisions of this section and subject to the
direction and
control of the Fund's Board of Directors, the
Adviser shall: (i) act as investment adviser for
and supervise and
manage the investment and reinvestment of the
Fund's assets and in connection therewith have
complete discretion
in purchasing and selling securities and other
assets for the Fund and in voting, exercising
consents and exercising
all other rights appertaining to such securities
and other assets on behalf of the Fund; (ii)
supervise continuously
the investment program of the Fund and the
composition of its investment portfolio; (iii)
supply investment re-
search and portfolio management of the Fund; (iv)
furnish offices and necessary facilities and
equipment to the
Fund; (v) render periodic reports to the Board of
Directors; (vi) permit any of its officers or
employees to serve
without compensation as director or officer of the
Fund if so elected; and (vii) arrange, subject to
the provisions
of Section 3 herein, for the purchase and sale of
securities and other assets held in the investment
portfolio of the
Fund.

               (b)  In the performance of its
duties under this Agreement, the Adviser shall at
all times
conform to, and act in accordance with, any
requirements imposed by (i) the provisions of the
Investment Company
Act of 1940, as amended (the "1940 Act"), and of
any rules or regulations in force thereunder; (ii)
any other appli-
cable provision of law; (iii) the provisions of
the Charter and By-Laws of the Fund, as such
documents are
amended from time to time; (iv) the investment
objective and policies of the Fund as set forth in
its Registration
Statement on Form N-2 (File Nos. 33-42963 and 811-
06416); and (v) any policies and determinations of
the Board
of Directors of the Fund.

               (c)   The Adviser will bear all
costs and  expenses of its officers and employees
and any
overhead   incurred in connection with its duties
hereunder and shall bear the costs of any salaries
or directors fees
of any officers or directors of the Fund who are
affiliated persons (as defined in the 1940 Act) of
the Adviser
except that the Board of Directors of the Fund may
approve reimbursement to the Adviser of the pro
rata portion
of the salaries, bonuses, health insurance,
retirement benefits and all similar employment
costs for the time spent
on Fund operations (other than the provision of
investment advice) of all personnel employed by
the Adviser who
devote substantial time to Fund operations or the
operations of other investment companies advised
by the Adviser.

               (d)   The Adviser shall give the
Fund the benefit of its best judgment and effort
in rendering
services hereunder, but the Adviser shall not be
liable for any act or omission or for any loss
sustained by the Fund
in connection with the matters to which this
Agreement relates, except a loss resulting from
willful misfeasance,
bad faith or gross negligence in the performance
of its duties, or by reason of its reckless
disregard of its
obligations and duties under this Agreement.

               (e)  The Adviser shall be deemed to
be an independent contractor under this Agreement
and,
unless otherwise expressly provided or authorized,
shall have no authority to act for or represent
the Fund in any
way or otherwise be deemed as agent of the Fund.

               (f)  Nothing in this Agreement
shall prevent the Adviser or any officer, employee
or other
affiliate thereof from acting as investment
adviser for any other person, firm or corporation,
or from engaging in
any other lawful activity, and shall not in any
way limit or restrict the Adviser or any of its
officers, employees
or agents from buying, selling or trading any
securities for its or their own accounts or for
the accounts of others
for whom it or they may be acting; provided,
however, that the Adviser will undertake no
activities which, in its
judgment, will adversely affect the performance of
its obligations under this Agreement.

          3.  Portfolio Transaction and Brokerage

          The Adviser is authorized, for the
purchase and sale of the Fund's portfolio
securities, to employ
such securities dealers as may, in the judgment of
the Adviser, implement the policy of the Fund to
obtain the best
net results taking into account such factors as
price, including dealer spread, the size, type and
difficulty of the
transaction involved, the firm's general execution
and operational facilities and the firm's risk in
positioning the
securities involved.  Consistent with this policy,
the Adviser is authorized to direct the execution
of the Fund's
portfolio transactions to brokers and dealers
furnishing statistical information or research
deemed by the Adviser
to be useful or valuable to the performance of its
investment advisory functions for the Fund.

          4.  Compensation of the Adviser

               (a)  The Fund agrees to pay to the
Adviser and the Adviser agrees to accept as
compensation
for services and facilities described herein, a
fee computed and payable monthly in an amount
equal to an
annualized rate of .50% of the Fund's average
weekly managed net assets (which for purposes of
determining such
fee shall mean the average weekly value of the
Fund (as determined from time to time pursuant to
resolutions of
the Board of Directors) minus the sum of
liabilities other than the aggregate amount of any
borrowing undertaken
by the Fund).  The liquidation preference of the
Preferred Stock is not considered a liability of
the Fund.  The net
asset value of the Fund shall be calculated as of
5:00 P.M. Eastern time or as of such other time or
times as the
Directors may determine in accordance with the
provisions of applicable law and of the Charter
and By-Laws of
the Fund and with resolutions of the Board of
Directors as from time to time in force.  The net
asset value for each
weekly period is determined by averaging the net
assets at the end of a week with the net assets at
the end of the
prior week.  For purposes of the foregoing, the
end of a week shall mean the last business day of
such week.  For
any period less than a month during which this
Agreement is in effect, the fee shall be prorated
according to the
proportion which such period bears to a full month
of 28, 29, 30 or 31 days, as the case may be.

               (b)  In addition to the fee of the
Adviser, the Fund shall assume and pay any
expenses for
services rendered by a custodian for the
safekeeping of the Fund's securities or other
property, for keeping its
books of account, for any other charges of the
custodian and for calculating the net asset value
of the Fund as
provided above.  The Adviser shall not be required
to pay, and the Fund shall assume and pay, the
charges and
expenses of its operations, including (i)
compensation of those non-interested persons of
the Adviser; (ii) charges
and expenses of independent accountants, of legal
counsel and of any transfer or dividend disbursing
agent; (iii)
costs of acquiring and disposing of portfolio
securities; (iv) costs of listing shares on the
New York Stock Ex-
change or other exchange interest; (v) costs on
obligations incurred by the Fund; (vi) costs of
share certificates;
(vii) costs of membership dues in the Investment
Company Institute or any similar organization;
(viii) costs of
reports and notices to stockholders; (ix) costs of
registering shares of the Fund under the federal
securities laws;
(x) miscellaneous expenses; and (xi) all taxes and
fees to federal, state or other governmental
agencies on account
of the registration of securities issued by the
Fund, filing of corporate documents or otherwise.
The Fund shall
not pay or incur any obligation for any management
or administrative expenses for which the Fund
intends to seek
reimbursement from the Adviser without first
obtaining the written approval of the Adviser.
The Adviser shall
arrange, if desired by the Fund, for officers or
employees of the Adviser to serve, without
compensation from the
Fund, as directors, officers or agents to the Fund
if duly elected or appointed to such positions and
subject to their
individual consent and to any limitations imposed
by law.

          5.  Interested Persons

          Subject to applicable statutes and
regulations, it is understood that Directors,
officers, stockholders
and agents of the Fund are or may be interested in
the Adviser as directors, officers, stockholders,
agents or other-
wise and that the directors, officers,
shareholders and agents of the Adviser may be
interested in the Fund as
Directors, officers, shareholders, agents or
otherwise.

          6.  Liability

          The Adviser shall not be liable for any
error of judgment or of law, or of any loss
suffered by the
Fund in connection with the matters to which this
Agreement relates, except a loss resulting from
willful mis-
feasance, bad faith or gross negligence on the
part of the Adviser in the performance of its
obligations and duties,
or by reason of its reckless disregard of its
obligations and duties under this Agreement.

          7.  Indemnity

               (a)  The Fund hereby agrees to
indemnify the Adviser and each of the Adviser's
directors,
officers, employees, agents, associates and
controlling persons and the directors, officers,
employees and agents
thereof (including any individual who serves at
the Adviser's request as director, officer,
partner or the like of
another corporation) (each such person being an
"indemnitee") against any liabilities and
expenses, including
amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel
fees (all as
provided in accordance with applicable corporate
law) reasonably incurred by such indemnitee in
connection with
the defense or disposition of any action, suit or
other proceeding, whether civil or criminal,
before any court or
administrative or investigative body in which he
may be or may have been involved as a party or
otherwise or with
which he may be or may have been threatened, while
acting in any capacity set forth above in this
Section 7 or
thereafter by reason of his having acted in any
such capacity, except with respect to any matter
as to which he shall
have been adjudicated not to have acted in good
faith in the reasonable belief that his action was
in the best interest
of the Fund and, furthermore, in the case of any
criminal proceeding, so long as he had no
reasonable cause to
believe that the conduct was unlawful; provided,
however, that (i) no indemnitee shall be
indemnified hereunder
against any liability to the Fund or its
shareholders for any expense of such indemnitee
arising by reason of (A)
willful misfeasance, (B) bad faith, (C) gross
negligence or (D) reckless disregard of the duties
involved in the
conduct of his position (the conduct referred to
in such clauses (A) through (D) being sometimes
referred to herein
as "disabling conduct"); (ii) as to any matter
disposed of by settlement or a compromise payment
by such
indemnitee, pursuant to a consent decree or
otherwise, no indemnification either for said
payment or for any other
expenses shall be provided unless there has been a
determination that such settlement or compromise
is in the best
interests of the Fund and that such indemnitee
appears to have acted in good faith in the
reasonable belief that his
action was in the best interest of the Fund and
did not involve disabling conduct by such
indemnitee; and (iii) with
respect to any action, suit or other proceeding
voluntarily prosecuted by any indemnitee as
plaintiff, indemnification
shall be mandatory only if the prosecution of such
action, suit or other proceeding by such
indemnitee was
authorized by a majority of the full Board of the
Fund.

               (b)  The Fund shall make advance
payments in connection with the expenses of
defending
any action with respect to which indemnification
might be sought hereunder if the Fund receives a
written
affirmation of the indemnitee's good faith belief
that the standard of conduct necessary for
indemnification has
been met and a written undertaking to reimburse
the Fund unless it is subsequently determined that
he is entitled
to such indemnification and if the Directors of
the Fund determine that the facts then known to
them would not
preclude indemnification.  In addition, at least
one of the following conditions must be met: (i)
the indemnitee shall
provide a security for his undertaking, (ii) the
Fund shall be insured against losses arising by
reason of any lawful
advances, or (iii) a majority of a quorum
consisting of Directors of the Fund who are
neither "interested persons"
of the Fund (as defined in Section 2(a)(19) of the
1940 Act) nor parties to the proceeding
("Disinterested Non-Party
Directors") or an independent legal counsel in a
written opinion shall determine, based on a review
of readily avail-
able facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the
indemnitee ultimately will
be found entitled to indemnification.

               (c)  All determinations with
respect to indemnification hereunder shall be made
(i) by a final
decision on the merits by a court or other body
before whom the proceeding was brought that such
indemnitee is
not liable by reason of disabling conduct, or (ii)
in the absence of such a decision, by (A) a
majority vote of a
quorum of the Disinterested Non-Party Directors of
the Fund, or (B) if such a quorum is not
obtainable or even
if obtainable if a majority vote of such quorum so
directs, independent legal counsel in a written
opinion.  All
determinations that advance payments in connection
with the expense of defending any proceeding shall
be autho-
rized and shall be made in accordance with the
immediately preceding clause (ii) above.

               The rights accruing to any
indemnitee under these provisions shall not
exclude any other right
to which he may be lawfully entitled.

          8.  Duration and Termination

               (a)  This Agreement shall become
effective on the date hereof and shall remain in
full force
until the second anniversary of the date hereof
unless sooner terminated as hereinafter provided.
This Agreement
shall continue in effect from year to year
thereafter, but only so long as such continuation
is specifically approved
at least annually in accordance with the
requirements of the 1940 Act, as amended.

               (b)  This Agreement shall be
submitted to the holders of shares of the Fund for
approval at
the first meeting of shareholders and shall
automatically terminate if not approved by a
majority of the shares of
the Fund present and entitled to vote at such
meeting.  This Agreement shall automatically
terminate in the event
of its assignment.  This Agreement may be
terminated by the Adviser at any time without
penalty upon giving the
Fund sixty days written notice (which notice may
be waived by the Fund) and may be terminated by
the Fund at
any time without penalty upon giving the Adviser
sixty days notice (which notice may be waived by
the Adviser),
provided that such termination by the Fund shall
be directed or approved by the vote of a majority
of the Directors
of the Fund in office at the time or by the vote
of the holders of a "majority" (as defined in the
1940 Act) of the
Fund's outstanding Common Stock and Preferred
Shares, voting together as a single class,
accompanied by
appropriate notice.  This Agreement may be
terminated at any time without the payment of any
penalty and without
advance notice by the Board of Directors or by
vote of a majority of the outstanding shares of
the Fund in the
event that it shall have been established by a
court of competent jurisdiction that the Adviser
or any officer or
director of the Adviser has taken any action which
results in a breach of the covenants of the
Adviser set forth
herein.

          9.  Notices

          Any notice under this Agreement shall be
in writing to the other party at such address as
the other
party may designate from time to time for the
receipt of such notice and shall be deemed to be
received on the
earlier of the date actually received or on the
fourth day after the postmark if such notice is
mailed first class
postage prepaid.

          10.  Severability

          If any provision of this Agreement shall
be held or made invalid by a court decision,
statute, rule
or otherwise, the remainder shall not be thereby
affected.

          11.  Governing Law

          This Agreement shall be construed in
accordance with the laws of the State of New York
for con-
tracts to be performed entirely therein without
reference to choice of law principles thereof and
in accordance with
the applicable provisions of the 1940 Act.

          12.  Use of Name "Duff & Phelps"

          Pursuant to an agreement between the
Adviser and Duff & Phelps Corporation, on behalf
of Duff
& Phelps Corporation, the Adviser hereby consents
to the use by the Fund of the identifying words or
names "Duff
& Phelps" or "D&P" in the name of the Fund.  Such
consent is conditioned upon the employment of the
Adviser,
its successors or any affiliate thereof, as
investment adviser.  If at any time the Fund
ceases to employ the Adviser,
any affiliate or successor as investment adviser
or distributor of the Fund, the Adviser may
require the Fund to
cease using the words or name "Duff & Phelps" or
"D&P" in the name of the Fund as promptly as
practicable.
As between the Fund and the Adviser, the Adviser
(on behalf of Duff & Phelps Corporation) retains
the right to
control the use of the name of the Fund insofar as
such name contains "Duff & Phelps" or "D&P".  The
identifying
words or names "Duff & Phelps" or "D&P" may be
used from time to time in other connections and
for other
purposes by the Adviser or affiliated entities.
          IN WITNESS WHEREOF, the parties hereto
have caused this Investment Advisory Agreement to
be executed by their duly authorized officers and
their respective seals to be hereunto affixed, all
as of the day and
the year first above written.


                         DUFF & PHELPS UTILITIES TAX-FREE
INCOME INC.

[SEAL]


                         By: ______________________________
                           Name:
                           Title:



                         DUFF & PHELPS INVESTMENT
                           MANAGEMENT CO.


[SEAL]

                         By: ______________________________
                           Name:
                           Title:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.INTRNLCTRL
<SEQUENCE>5
<DESCRIPTION>DUFF & PHELPS UTILITIES T-F INC NSAR
INTERNAL CTRL
<TEXT>



The Shareholders and Board of Directors
Duff & Phelps Utilities Tax-Free Income Inc.


In planning and performing our audit of the financial
statements of
Duff & Phelps Utilities Tax-Free Income Inc. for the year
ended
October 31, 1995, we considered its internal control
structure,
including procedures for safeguarding securities, in order
to
determine our auditing procedures for the purpose of
expressing our
opinion on the financial statements and to comply with the
requirements
of Form N-SAR, not to provide assurance on the internal
control structure.

The management of Duff & Phelps Utilities Tax-Free Income
Inc. is
responsible for establishing and maintaining an internal
control structure.
In fulfilling this responsibility, estimates and judgments
by management
are required to assess the expected benefits and related
costs of internal
control structure policies and procedures.  Two of the
objectives of an
internal control structure are to provide management with
reasonable,
but not absolute, assurance that assets are safeguarded
against loss from
unauthorized use or disposition and that transactions are
executed in
accordance with management's authorization and recorded
properly to permit
preparation of financial statements in conformity with
generally accepted
accounting principles.

Because of inherent limitations in any internal control
structure, errors or
irregularities may occur and not be detected.  Also,
projection of any
evaluation of the structure to future periods is subject to
the risk that it
may become inadequate because of changes in conditions or
that the
effectiveness of the design and operation may deteriorate.

Our consideration of the internal control structure would
not necessarily
disclose all matters in the internal control structure that
might be material
weaknesses under standards established by the American
Institute of Certified
Public Accountants.  A material weakness is a condition in
which the design or
operation of the specific internal control structure
elements does not reduce
to a relatively low level the risk that errors or
irregularities in amounts
that would be material in relation to the financial
statements being audited
may occur and not be detected within a timely period by
employees in the
normal course of performing their assigned functions.
However, we noted no
matters involving the internal control structure, including
procedures for
safeguarding securities, that we consider to be material
weaknesses as defined
above as of October 31, 1995.

This report is intended solely for the information and use
of management and
the Securities and Exchange Commission.



                                            ERNST & YOUNG
LLP


November 30, 1995

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>6
<DESCRIPTION>DUFF & PHELPS UTIL T-F INCOME NSAR 10/95
EX-27
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000879535
<NAME> DUFF & PHELPS UTILITIES TAX-FREE INCOME, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-END>                               OCT-31-1995
<INVESTMENTS-AT-COST>                      183,041,011
<INVESTMENTS-AT-VALUE>                     195,763,857
<RECEIVABLES>                                3,957,076
<ASSETS-OTHER>                                  59,959
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             199,780,892
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    1,656,544
<TOTAL-LIABILITIES>                          1,656,544
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   180,559,293
<SHARES-COMMON-STOCK>                        8,371,761
<SHARES-COMMON-PRIOR>                        8,371,761
<ACCUMULATED-NII-CURRENT>                    2,385,132
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      2,457,077
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    12,722,846
<NET-ASSETS>                               198,124,348
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                           12,102,300
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,746,797
<NET-INVESTMENT-INCOME>                     10,355,503
<REALIZED-GAINS-CURRENT>                     2,672,725
<APPREC-INCREASE-CURRENT>                   11,622,990
<NET-CHANGE-FROM-OPS>                       24,651,218
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (10,616,518)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      14,034,700
<ACCUMULATED-NII-PRIOR>                      2,646,147
<ACCUMULATED-GAINS-PRIOR>                     (215,648)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        1,255,843
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,746,797
<AVERAGE-NET-ASSETS>                       127,112,000
<PER-SHARE-NAV-BEGIN>                            14.23
<PER-SHARE-NII>                                   1.24
<PER-SHARE-GAIN-APPREC>                           1.70
<PER-SHARE-DIVIDEND>                             (1.27)
<PER-SHARE-DISTRIBUTIONS>                         0.00
<RETURNS-OF-CAPITAL>                              0.00
<PER-SHARE-NAV-END>                              15.90
<EXPENSE-RATIO>                                   1.37
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                              0.00
        


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
