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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 1-9052
------

DPL INC.
(Exact name of registrant as specified in its charter)

OHIO 31-1163136
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Courthouse Plaza Southwest, Dayton, Ohio 45402
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 937-224-6000

Securities registered pursuant to Section 12(b) of the Act:

Outstanding at Name of each exchange on
Title of each class February 28, 1997 which registered
------------------------- ----------------- ------------------------
Common Stock, $0.01 par 106,009,923 New York Stock Exchange
value and Preferred Share
Purchase Rights

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---

The aggregate market value of the voting stock held by
nonaffiliates of the registrant as of February 28, 1997 was
$2,610,494,354.00 based on the closing price of $24-5/8 on
such date.

DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II incorporate by reference the registrant's 1996
Annual Report to Shareholders.

Portions of the definitive Proxy Statement dated March 1, 1997,
relating to the 1997 Annual Meeting of Shareholders of the
registrant, are incorporated by reference into Part III.


PART I

Item 1 - Business*
- ------------------------------------------------------------------------

DPL INC.

DPL Inc. was organized in 1985 under the laws of the State
of Ohio to engage in the acquisition and holding of securities of
corporations for investment purposes. The executive offices of
DPL Inc. are located at Courthouse Plaza Southwest, Dayton, Ohio
45402 - telephone (937) 224-6000.

DPL Inc.'s principal subsidiary is The Dayton Power and
Light Company ("DP&L"). DP&L is a public utility incorporated
under the laws of Ohio in 1911. Located in West Central Ohio, it
furnishes electric service to 480,000 retail customers in a
24 county service area of approximately 6,000 square miles and
furnishes natural gas service to 298,000 customers in 16 counties.
DP&L serves an estimated population of 1.3 million. Principal
industries served include electrical machinery, automotive and
other transportation equipment, non-electrical machinery,
agriculture, paper, and rubber and plastic products. DP&L's sales
reflect the general economic conditions and seasonal weather
patterns of the area. In 1996, a 3% decline in electric sales
resulted in slightly lower revenues with a 2% increase in sales
to business customers offset by lower sales to other public
utilities. Gas revenues increased 7% in 1996. Sales increased
7% from higher deliveries to business customers and the effects
of colder weather. During 1996, cooling degree days were 8%
below the twenty year average and 19% below 1995. Heating degree
days in 1996 were 7% above the thirty year average and 5% above
1995. Sales patterns will change in future years as weather and
the economy fluctuate.

Subsidiaries of DP&L include MacGregor Park Inc., an owner
and developer of real estate and Miami Valley Equipment, Inc.,
which owns retail sales and transportation equipment and provides
support services to DPL Inc. and its subsidiaries.



* Unless otherwise indicated, the information given in "Item 1 -
BUSINESS" is current as of March 21, 1997. No representation
is made that there have not been subsequent changes to such
information.








I-1

Other subsidiaries of DPL Inc. include Miami Valley
CTC, Inc., which provides transportation services to DP&L; Miami
Valley Leasing, which leases vehicles, communications equipment
and other miscellaneous equipment, owns real estate and has, for
financial investment purposes, acquired limited partnership
interests in wholesale electric generation; Miami Valley
Resources, Inc. ("MVR"), a natural gas supply management company;
Miami Valley Lighting, Inc., a street lighting business; Miami
Valley Insurance Company, an insurance company for DPL Inc. and
its subsidiaries; Miami Valley Development Company, which is
engaged in the business of technology research and development;
and DPL Energy, Inc., which has been granted authority to engage
in the business of brokering wholesale electric energy.

DPL Inc. and its subsidiaries are exempt from registration
with the Securities and Exchange Commission under the Public
Utility Holding Company Act of 1935 because its utility business
operates solely in the State of Ohio.

DPL Inc. and its subsidiaries employed 2,722 persons as of
December 31, 1996, of which 2,287 are full-time employees and 435
are part-time employees.

Information relating to industry segments is contained in
Note 12 of Notes to Consolidated Financial Statements on page 26
of the registrant's 1996 Annual Report to Shareholders ("1996
Annual Report"), which Note is incorporated herein by reference.

COMPETITION

DPL Inc. competes through its principal subsidiary, DP&L,
with privately and municipally owned electric utilities and rural
electric cooperatives, natural gas suppliers and other alternate
fuel suppliers. DP&L competes on the basis of price and service.

Like other utilities, DP&L from time to time may have
electric generating capacity available for sale to other
utilities. DP&L competes with other utilities to sell
electricity provided by such capacity. The ability of DP&L to
sell this electricity will depend on how DP&L's price, terms and
conditions compare to those of other utilities. In addition,
from time to time, DP&L makes power purchases from neighboring
utilities.

In an increasingly competitive energy environment,
cogenerated power may be used by customers to meet their own
power needs. Cogeneration is the dual use of a form of energy,
typically steam, for an industrial process and for the generation
of electricity. The Public Utilities Regulatory Policies Act of
1978 ("PURPA") provides regulations that govern the purchases of
excess electric energy from cogeneration and small power
production facilities that have obtained qualifying status under
PURPA.



I-2

The National Energy Policy Act of 1992 which reformed the
Public Utilities Holding Company Act of 1935, allows the federal
government to mandate access by others to a utility's electric
transmission system and may accelerate competition in the supply
of electricity.

DP&L provides transmission and wholesale electric service to
12 municipal customers which distribute electricity within their
corporate limits. In 1994, 11 of these municipal customers
signed new 20-year service agreements which were approved by the
Federal Energy Regulatory Commission ("FERC"), in June 1995. The
twelfth municipal customer signed a 20-year agreement, approved
by FERC in February 1995, that allows DP&L to supply 97% of its
power requirements. In addition to these municipal customers,
DP&L maintains an interconnection agreement with one municipality
which has the capability to generate all or a portion of its
energy requirements. Sales to municipalities represented 1.2% of
total electricity sales in 1996.

In October 1994, the Public Utilities Commission of Ohio
("PUCO") initiated roundtable discussions on the introduction of
competition in the electric industry. The "Electric Competition
Series" is a result of the Ohio Energy Strategy issued in April
1994. To date, roundtable discussions have focused largely on
short-term initiatives that are possible under the current
regulatory framework. On February 15, 1996, the PUCO issued
guidelines for interruptible service, including services that
accommodate the attainment and delivery of replacement
electricity during periods when the utility faces constraints on
its own resources. On April 11, 1996, the PUCO issued an Entry
on Rehearing ordering utilities to file interruptible electric
service tariffs. On June 14, 1996, DP&L filed for approval of a
non-firm electric service rate schedule and replacement power
rate riders.

On December 24, 1996 the PUCO issued guidelines for
conjunctive electric service which govern the terms and conditions
under which different service locations may be aggregated for cost-
of-service, rate design, rate negotiation, and billing purposes.

In January 1997, plans were announced to create a 12 member
joint select committee of the Ohio Senate and House of
Representatives to explore and possibly draft retail wheeling
legislation. Other legislative proposals at the federal level
are pending concerning wholesale and retail wheeling which are
designed to increase competition.





I-3

MVR, established in 1986 as a subsidiary of DPL Inc., acts
as a broker in arranging and managing natural gas supplies for
business and industry. Deliveries of natural gas to MVR
customers can be made through DP&L's transportation system, or
another transportation system, on the same basis as deliveries to
customers of other gas brokerage firms. Customers with alternate
fuel capability can continue to choose between natural gas and
their alternate fuel based upon overall performance and
economics.

On April 24, 1996, FERC issued final rules requiring all
electric utilities that own or control transmission facilities to
file open-access transmission service tariffs. Open-access
transmission tariffs provide third parties with non-
discriminatory transmission service comparable to what the
utility provides itself. In this rulemaking, FERC also set forth
principles to entitle utilities to full recovery of legitimate
and verifiable stranded costs on both the state and federal
level. In compliance with these rules, on January 2, 1997, DP&L
re-filed its open-access tariff with FERC.

On September 30, 1996, FERC conditionally accepted DP&L's
market-based sales tariff which will allow DP&L to sell wholesale
generation supply at prices that reflect current market prices.
At the same time, FERC approved the application and authorization
of DPL Energy Inc., a wholly-owned subsidiary of DPL Inc., to
sell and broker wholesale electric power and also charge market-
based prices for such power.

General deregulation of the natural gas industry has
continued to prompt the influence of market competition as the
driving force behind natural gas procurement. The evolution of
an efficient natural gas spot market in combination with open-
access interstate transportation pipelines has provided DP&L, as
well as its end-use customers, with an array of procurement
options. Customers with alternate fuel capability can continue
to choose between natural gas and their alternate fuel based upon
overall performance and economics. Therefore, demand for natural
gas purchased from DP&L or purchased elsewhere and transported to
the end-use customer by DP&L could fluctuate based on the
economics of each in comparison with changes in alternate fuel
prices. For DP&L, price competition and reliability among both
natural gas suppliers and interstate pipeline sources are major
factors affecting procurement decisions.







I-4

CONSTRUCTION AND FINANCING PROGRAM OF DPL INC.

1997-2001 Construction Program

The estimated construction additions for the years 1997-2001
are set forth below:
Estimated
1997 1998 1999 2000 2001 1997-2001
---- ---- ---- ---- ---- ---------
millions
Electric generation and
transmission commonly owned
with neighboring utilities $ 32 $ 34 $ 36 $ 30 $ 34 $166
Other electric generation and
transmission facilities 35 36 32 40 36 179
Electric distribution 34 34 36 34 34 172
General 8 5 5 5 5 28
Gas and other facilities 16 16 16 16 16 80
---- ---- ---- ---- ---- ----
Total construction $125 $125 $125 $125 $125 $625


Estimated construction additions over the next five years
average $125 million annually which is less than the projected
depreciation expense over the same period.

The construction program includes plans for the construction
of a series of 80 MW combustion turbine generating units. The
first unit was completed in May 1995 and the second unit was
completed ahead of schedule and under budget in December 1996.

Construction plans are subject to continuing review and are
expected to be revised in light of changes in financial and
economic conditions, load forecasts, legislative and regulatory
developments and changing environmental standards, among other
factors. DP&L's ability to complete its capital projects and the
reliability of future service will be affected by its financial
condition, the availability of external funds at reasonable cost
and adequate and timely rate recovery.

See ENVIRONMENTAL CONSIDERATIONS for a description of
environmental control projects and regulatory proceedings which
may change the level of future construction additions. The
potential impact of these events on DP&L's operations cannot be
estimated at this time.






I-5

1997-2001 Financing Program

DPL Inc. and its subsidiaries will require a total of
$62 million during the next five years for debt maturities and
sinking funds in addition to any funds needed for the
construction program.

At year-end 1996, DPL Inc. had a cash and temporary
investment balance of $73 million, and debt and equity financial
assets were $175 million. Proceeds from temporary cash
investments, together with internally generated cash and future
outside financings, will provide for the funding of the
construction program, sinking funds and general corporate
requirements.

In December 1996, DP&L redeemed a series of first mortgage
bonds in the principal amount of $25 million with an interest
rate of 6.75%. The bonds had been scheduled to mature in 1998.

In September 1995, a new series of Air Quality Development
Revenue Refunding Bonds was issued in principal amount of
$110 million with an interest rate of 6.10%. Proceeds from the
financing were used to redeem a similar principal amount of DP&L
First Mortgage Bonds with an interest rate of 9.50%.

In March 1994, DPL Inc. issued 3,200,000 shares of common
stock through a public offering. Proceeds from the sale were
used in connection with the redemption of all outstanding shares
of DP&L's Preferred Stock Series D, E, F, H and I.

In November 1989, DPL Inc. entered into a revolving credit
agreement ("the Credit Agreement") with a consortium of banks
renewable through 2000 which allows total borrowings by DPL Inc.
and its subsidiaries of $200 million. DP&L has authority from
the PUCO to issue short-term debt up to $200 million with a
maximum debt limit of $300 million including loans from DPL Inc.
under the terms of the Credit Agreement. At December 31, 1996,
DPL Inc. had no outstanding borrowings under this Credit
Agreement. DP&L also has $97 million available in short-term
lines of credit. At year-end, DP&L had no borrowings outstanding
from these lines of credit and $10 million in commercial paper
outstanding.

Under DP&L's First and Refunding Mortgage, First Mortgage
Bonds may be issued on the basis of (i) 60% of unfunded property
additions, subject to net earnings, as defined, being at least
two times interest on all First Mortgage Bonds outstanding and to
be outstanding, and (ii) 100% of retired First Mortgage Bonds.
DP&L anticipates that, during 1997-2001, it will be able to issue
sufficient First Mortgage Bonds to satisfy its long-term debt
requirements in connection with the financing of its construction
and refunding programs discussed above.

The maximum amount of First Mortgage Bonds which may be
issued in the future will fluctuate depending upon interest
rates, the amounts of bondable property additions, earnings and
retired First Mortgage Bonds. There are no coverage tests for
the issuance of preferred stock under DP&L's Amended Articles of
Incorporation.

I-6

ELECTRIC OPERATIONS AND FUEL SUPPLY

DP&L's present winter generating capability is 3,264,000 KW.
Of this capability, 2,843,000 KW (approximately 87%) is derived
from coal-fired steam generating stations and the balance
consists of combustion turbine and diesel-powered peaking units.
Approximately 87% (2,472,000 KW) of the existing steam generating
capability is provided by certain units owned as tenants in
common with The Cincinnati Gas & Electric Company ("CG&E") or
with CG&E and Columbus Southern Power Company ("CSP"). Under the
agreements among the companies, each company owns a specified
undivided share of each facility, is entitled to its share of
capacity and energy output, and has a capital and operating cost
responsibility proportionate to its ownership share.

The remaining steam generating capability (371,000 KW) is
derived from a generating station owned solely by DP&L. DP&L's
all time net peak load was 2,961,000 KW, which occurred in August
1995. The present summer generating capability is 3,194,000 KW.

GENERATING FACILITIES
MW Rating
--------------
Operating DP&L
Station Ownership* Company Location Portion Total
------- ---------- --------- -------- ------- -----

Coal Units
- ----------
Hutchings W DP&L Miamisburg, OH 371 371
Killen C DP&L Wrightsville, OH 418 600
Stuart C DP&L Aberdeen, OH 823 2,340
Conesville-Unit 4 C CSP Conesville, OH 129 780
Beckjord-Unit 6 C CG&E New Richmond, OH 210 420
Miami Fort-Units 7&8 C CG&E North Bend, OH 360 1,000
East Bend-Unit 2 C CG&E Rabbit Hash, KY 186 600
Zimmer C CG&E Moscow, OH 365 1,300

Combustion Turbines or Diesel
- -----------------------------

Hutchings W DP&L Miamisburg, OH 32 32
Yankee Street W DP&L Centerville, OH 144 144
Monument W DP&L Dayton, OH 12 12
Tait W DP&L Dayton, OH 10 10
Sidney W DP&L Sidney, OH 12 12
Tait Gas Turbine 1 W DP&L Moraine, OH 95 95
Tait Gas Turbine 2 W DP&L Moraine, OH 97 97

* W = Wholly Owned
C = Commonly Owned


I-7

In order to transmit energy to their respective systems from
their commonly owned generating units, the companies have
constructed and own, as tenants in common, 847 circuit miles of
345,000-volt transmission lines. DP&L has several
interconnections with other companies for the purchase, sale and
interchange of electricity.

DP&L derived over 99% of its electric output from coal-fired
units in 1996. The remainder was derived from units burning oil
or natural gas which were used to meet peak demands.

DP&L estimates that approximately 65-85% of its coal
requirements for the period 1997-2001 will be obtained through
long-term contracts, with the balance to be obtained by spot
market purchases. DP&L has been informed by CG&E and CSP through
the procurement plans for the commonly owned units operated by
them that sufficient coal supplies will be available during the
same planning horizon.

The prices to be paid by DP&L under its long-term coal
contracts are subject to adjustment in accordance with various
indices. Each contract has features that will limit price
escalations in any given year.

The total average price per million British Thermal Units
("MMBTU") of coal received was $1.24/MMBTU in 1996, $1.35/MMBTU
in 1995 and $1.39/MMBTU in 1994.

The average fuel cost per kWh generated of all fuel burned
for electric generation (coal, gas and oil) for the year was
1.29 cents which represents a decrease from 1.36 cents in 1995 and
1.42 cents in 1994. Through the operation of a fuel cost adjustment
clause applicable to electric sales, the increases and decreases in
fuel costs are reflected in customer rates on a timely basis. See
RATE REGULATION AND GOVERNMENT LEGISLATION and ENVIRONMENTAL
CONSIDERATIONS.

GAS OPERATIONS AND GAS SUPPLY

DP&L has long-term firm pipeline transportation agreements
with ANR Gas Pipeline Company ("ANR"), Texas Gas Transmission
Corporation ("Texas Gas"), Panhandle Eastern Pipe Line Company
("Panhandle"), Columbia Gas Transmission Corporation ("Columbia")
and Columbia Gulf Transmission Corporation for varying terms, up
to late 2004. Along with firm transportation services, DP&L has
approximately 16 billion cubic feet of firm storage service with
various pipelines. DP&L also maintains and operates four propane-
air plants with a daily rated capacity of approximately 70,000
thousand cubic feet ("MCF") of natural gas.




I-8

In addition, DP&L is interconnected with CNG Transmission
Corporation. Interconnections with interstate pipelines provide
DP&L the opportunity to purchase competitively-priced natural gas
supplies and pipeline services. DP&L purchases its natural gas
supplies using a portfolio approach that minimizes price risks
and ensures sufficient firm supplies at peak demand times. The
portfolio consists of long-term, short-term and spot supply
agreements. In 1996, firm agreements provided approximately 50%
of total supply, with the remaining supplies purchased on a
spot/short-term basis.

In 1996, DP&L purchased natural gas at an average price of
$3.45 per MCF, compared to $2.79 per MCF in 1995 and $3.34 per
MCF in 1994. Through the operation of a natural gas cost
adjustment clause applicable to gas sales, increases and
decreases in DP&L's natural gas costs are reflected in customer
rates on a timely basis. SEE RATE REGULATION AND GOVERNMENT
LEGISLATION.

The PUCO supports open access, nondiscriminatory
transportation of natural gas by the state's local distribution
companies for end-use customers. The PUCO has guidelines to
provide a standardized structure for end-use transportation
programs which requires a tariff providing the prices, terms and
conditions for such service. DP&L has an approved tariff and
provides transportation service to approximately 300 end-use
customers, delivering a total quantity of nearly 17,000,000 MCF
per year.

RATE REGULATION AND GOVERNMENT LEGISLATION

DP&L's sales of electricity and natural gas to retail
customers are subject to rate regulation by the PUCO and various
municipalities. DP&L's wholesale electric rates to municipal
corporations and other distributors of electric energy are
subject to regulation by FERC under the Federal Power Act.

Ohio law establishes the process for determining rates
charged by public utilities. Regulation of rates encompasses the
timing of applications, the effective date of rate increases, the
cost basis upon which the rates are based and other related
matters. Ohio law also establishes the Office of the Ohio
Consumers' Counsel (the "OCC"), which has the authority to
represent residential consumers in state and federal judicial and
administrative rate proceedings.

DP&L's electric and natural gas rate schedules contain
certain recovery and adjustment clauses subject to periodic
audits by, and proceedings before, the PUCO. Electric fuel and
gas costs are expensed as recovered through rates.






I-9

On June 18, 1996, Governor Voinovich signed into law House
Bill 476 which allows for alternate natural gas rate plans and
exemption from PUCO jurisdiction for some gas services, and
establishes a code of conduct for local natural gas distribution
companies. Final rules were issued on March 12, 1997.

Ohio legislation extends the jurisdiction of the PUCO to the
records and accounts of certain public utility holding company
systems, including DPL Inc. The legislation extends the PUCO's
supervisory powers to a holding company system's general
condition and capitalization, among other matters, to the extent
that they relate to the costs associated with the provision of
public utility service. Additionally, the legislation
(i) requires PUCO approval of certain transactions and transfers
of assets between public utilities and entities within the same
holding company system, and (ii) prohibits investments by a
holding company in subsidiaries which are not public utilities in
an amount in excess of 15% of the aggregate capitalization of the
holding company on a consolidated basis at the time such
investments are made.

Regulatory assets recorded during the phase-in of electric
rates are being amortized and recovered in current rates. In
addition, deferred interest charges on the William H. Zimmer
Generating Station are being amortized at $3 million per year
over the projected life of the asset.

A 1992 PUCO-approved settlement agreement and a subsequent
stipulation in 1995 allowed accelerated recovery of demand-side
management costs and, thereafter, production plant costs to the
extent that DP&L's return on equity exceeds a baseline 13%
(subject to upward adjustment). If the return exceeds the
baseline return by one to two percent, one-half of the excess is
used to accelerate recovery of these costs. If the return is
greater than two percent over the baseline, the entire excess is
used for such purpose.

Regulatory deferrals on the balance sheet were:

Dec. 31 Dec. 31
1996 1995
------- -------
--millions--
Phase-in $ 46.7 $ 61.4
DSM 35.3 36.2
Deferred interest - Zimmer 55.3 58.1
------ ------
Total $137.3 $155.7
====== ======

In 1989 the PUCO approved rules for the implementation of a
comprehensive Integrated Resource Planning ("IRP") program for
all investor-owned electric utilities in Ohio. Under this
program, each utility is required to file an IRP as part of its
Long Term...


I-10

...Forecast Report ("LTFR"). The IRP requires each utility to
evaluate available demand-side resource options in addition to
supply-side options to determine the most cost-effective means
for satisfying customer requirements. The rules currently allow
a utility to apply for deferred recovery of DSM program
expenditures and lost revenues between LTFR proceedings.
Ultimate recovery of expenditures is contingent on review and
approval of such programs as cost-effective and consistent with
the most recent IRP proceeding. The rules also allow utilities
to submit alternative proposals for the recovery of DSM programs
and related costs.

In 1991 the PUCO issued a Finding and Order which encourages
electric utilities to undertake the competitive bidding of new
supply-side energy projects. The policy also encourages
utilities to provide transmission grid access to those supply-
side energy providers awarded bids by utilities. Electric
utilities are permitted to bid on their own proposals. The PUCO
has issued for comment proposed rules for competitive bidding but
has not issued final rules at this time.

DP&L has in place a percentage of income payment plan
("PIPP") for eligible low-income households as required by the
PUCO. This plan prohibits disconnections for nonpayment of
customer bills if eligible low-income households pay a specified
percentage of their household income toward their utility bill.
The PUCO has approved a surcharge by way of a temporary base rate
tariff rider which allows companies to recover arrearages
accumulated under PIPP.

DP&L initiated a competitive bidding process in January 1993
for the construction of electric peaking capacity and energy by
1997. Through an Ohio Power Siting Board ("OPSB") investigative
process, DP&L's self-built option was evaluated to be the least
cost option. On March 7, 1994, the OPSB approved DP&L's
applications for up to three combustion turbines and two natural
gas supply lines for the proposed site.

On April 15, 1996 and June 1, 1996, respectively, DP&L filed
its electric and natural gas LTFR with the PUCO. An IRP filed as
part of the electric LTFR included plans for the construction of
a series of 80 MW combustion turbine generating units. The first
combustion turbine became operational June 1, 1995 and the second
unit began operation on December 23, 1996.

On January 25, 1996, Governor Voinovich reappointed Chairman
Craig A. Glazer to the PUCO for a five year term which commenced
on April 11, 1996 and will extend until April 10, 2001.

On February 7, 1997, Governor Voinovich appointed Judith A.
Jones, a Toledo City Councilwoman, to the PUCO replacing Richard
Fanelly. Pending approval by the Senate of the State of Ohio,
her five year term will commence April 11.


I-11

ENVIRONMENTAL CONSIDERATIONS

The operations of DP&L, including the commonly owned
facilities operated by DP&L, CG&E and CSP, are subject to
federal, state, and local regulation as to air and water quality,
disposal of solid waste and other environmental matters,
including the location, construction and initial operation of new
electric generating facilities and most electric transmission
lines. DP&L expended $5 million for environmental control
facilities during 1996. The possibility exists that current
environmental regulations could be revised which could change the
level of estimated 1997-2001 construction expenditures. See
CONSTRUCTION AND FINANCING PROGRAM OF DPL INC.

Air Quality

The Clean Air Act Amendments of 1990 (the "Act") have
limited sulfur dioxide and nitrogen oxide emissions nationwide.
The Act restricts emissions in two phases. Phase I compliance
requirements became effective on January 1, 1995 and Phase II
requirements will become effective on January 1, 2000.
Compliance by DP&L has not caused any material changes in DP&L's
costs or operations.

DP&L's environmental compliance plan ("ECP") was approved by
the PUCO on May 6, 1993. Phase I requirements are being met by
switching to lower sulfur coal at several commonly owned electric
generating facilities and increasing existing scrubber removal
efficiency. Total capital expenditures to comply with Phase I of
the Act were approximately $5.5 million. Phase II requirements
can be met primarily by switching to lower sulfur coal at all non-
scrubbed coal-fired electric generating units. Overall
compliance is projected to have a minimal 1% to 2% approximate
price impact. Costs to comply with the Act are eligible for
recovery in fuel hearings and other regulatory proceedings.

As required by Ohio law, in April 1995, the PUCO initiated
proceedings to conduct a review of DP&L's ECP. On November 9,
1995, the PUCO approved the continued prudency of DP&L's ECP and
the related update report.

Land Use

DP&L and numerous other parties have been notified by the
United States Environmental Protection Agency ("U.S. EPA") or the
Ohio Environmental Protection Agency ("Ohio EPA") that it
considers them Potentially Responsible Parties ("PRPs") for clean-
up at four superfund sites in Ohio: the Sanitary Landfill Site
on Cardington Road in Montgomery County, Ohio; the United Scrap
Lead Site in Miami County, Ohio; the Powell Road Landfill in
Huber Heights, Montgomery County, Ohio; and the North Sanitary
(a.k.a. Valleycrest) Landfill in Dayton, Montgomery County, Ohio.



I-12

DP&L received notification from the U.S. EPA in July 1987
for the Cardington Road site. DP&L has not joined the PRP group
formed at that site because of the absence of any known evidence
that DP&L contributed hazardous substances to this site. The
Record of Decision issued by the U.S. EPA identifies the chosen
clean-up alternative at a cost estimate of $8.1 million. The
final resolution will not have a material effect on DP&L's
financial position, earnings or cashflow.

DP&L received notification from the U.S. EPA in September
1987 for the United Scrap Lead Site. DP&L has joined a PRP group
for this site, which is actively conferring with the U.S. EPA.
The initial Record of Decision issued by the U.S. EPA estimating
clean-up costs at $27.1 million has been amended. The amended
alternative estimates clean-up costs at $32 million. DP&L is one
of over 200 parties to this site, and its estimated contribution
to the site is less than .01%. Nearly 60 PRPs are actively
working to settle the case. DP&L is participating in the
sponsorship of a study to evaluate alternatives to the U.S. EPA's
clean-up plan. The U.S. EPA is also currently considering a
proposal for a less expensive clean-up method. The final
resolution will not have a material effect on DP&L's financial
position, earnings or cashflow.

DP&L and numerous other parties received notification from
the U.S. EPA on May 21, 1993 that it considers them PRPs for
clean-up of hazardous substances at the Powell Road Landfill Site
in Huber Heights, Ohio. DP&L has joined the PRP group for the
site. On October 1, 1993, the U.S. EPA issued its Record of
Decision identifying a cost estimate of $20.5 million for the
chosen remedy. DP&L is one of over 200 PRPs to this site, and
its estimated contribution is less than 1%. The final resolution
will not have a material effect on DP&L's financial position,
earnings or cashflow.

DP&L and numerous other parties received notification from
the Ohio EPA on July 27, 1994 that it considers them PRPs for
clean-up of hazardous substances at the North Sanitary Landfill
site in Dayton, Ohio. DP&L has not joined the PRP group formed
for the site because the available information does not
demonstrate that DP&L contributed wastes to the site. The final
resolution will not have a material effect on DP&L's financial
position, earnings or cashflow.












I-13

THE DAYTON POWER AND LIGHT COMPANY
OPERATING STATISTICS
ELECTRIC OPERATIONS

Years Ended December 31,
---------------------------
1996 1995 1994
---- ---- ----
Electric Output (millions of kWh)
General -
Coal-fired units 16,142 15,679 14,483
Other units 21 29 27
Power purchases 1,098 2,115 897
Exchanged and transmitted power (1) 1 3
Company use and line losses (946) (1,010) (1,191)
---------- ---------- --------
Total 16,314 16,814 14,219
========== ========== ========

Electric Sales (millions of kWh)
Residential 4,924 4,871 4,465
Commercial 3,407 3,425 3,068
Industrial 4,540 4,401 4,388
Public authorities and railroads 1,392 1,378 1,333
Private utilities and wholesale 2,051 2,739 965
---------- ---------- --------
Total 16,314 16,814 14,219
========== ========== ========

Electric Customers at End of Period
Residential 428,973 425,347 420,487
Commercial 43,381 42,582 41,647
Industrial 1,858 2,017 2,400
Public authorities and railroads 5,651 5,573 5,320
Other 29 17 18
---------- ---------- --------
Total 479,892 475,536 469,872
========== ========== ========

Operating Revenues (thousands)
Residential $ 422,876 $ 422,153 $390,531
Commercial 236,598 237,799 218,046
Industrial 222,941 224,135 228,546
Public authorities and railroads 78,140 78,225 75,387
Private utilities and wholesale 43,730 57,799 24,273
Other 12,115 9,807 9,110
---------- ---------- --------
Total $1,016,400 $1,029,918 $945,893
========== ========== ========

Residential Statistics
(per customer-average)
Sales - kWh 11,537 11,518 10,676
Revenue $ 990.89 $ 998.27 $ 933.70
Rate per kWh (month of December)
(cents) 7.91 8.01 8.68


I-14

THE DAYTON POWER AND LIGHT COMPANY
OPERATING STATISTICS
GAS OPERATIONS

Years Ended December 31,
--------------------------
1996 1995 1994
---- ---- ----
Gas Output (thousands of MCF)
Direct market purchases 46,696 44,376 43,140
Liquefied petroleum gas 90 18 144
Company use and unaccounted for (676) (1,594) (1,227)
Transportation gas received 17,587 16,870 15,141
-------- -------- --------
Total 63,697 59,670 57,198
======== ======== ========

Gas Sales (thousands of MCF)
Residential 31,087 29,397 27,911
Commercial 9,424 8,307 8,081
Industrial 3,404 2,584 3,150
Public authorities 2,829 3,006 2,909
Transportation gas delivered 16,953 16,376 15,147
-------- -------- --------
Total 63,697 59,670 57,198
======== ======== ========

Gas Customers at End of Period
Residential 272,616 269,694 266,116
Commercial 22,085 21,451 21,060
Industrial 1,331 1,574 1,528
Public authorities 1,463 1,423 1,317
-------- -------- --------
Total 297,495 294,142 290,021
======== ======== ========

Operating Revenues (thousands)
Residential $156,709 $149,006 $157,193
Commercial 44,092 39,047 42,382
Industrial 14,110 11,447 14,949
Public authorities 12,013 12,589 14,165
Other 11,660 9,950 8,433
-------- ------- --------
Total $238,584 $222,039 $237,122
======== ======== ========

Residential Statistics
(per customer-average)
Sales - MCF 114.8 109.8 105.7
Revenue $ 578.68 $ 556.72 $ 595.30
Rate per MCF (month of December) $ 5.13 $ 4.44 $ 5.57





I-15

EXECUTIVE OFFICERS OF THE REGISTRANT
(As of March 1, 1997)

Business Experience,
Last Five Years
(Positions with Registrant
Name Age Unless Otherwise Indicated) Dates
- ---- --- ----------------------------- -----------------

Peter H. Forster 54 Chairman 1/01/97 - 3/01/97
Chairman and Chief Executive 9/26/95 - 1/01/97
Officer
Chairman, President and Chief 4/05/88 - 9/26/95
Executive Officer
Chairman, DP&L 4/06/92 - 3/01/97
Chairman and Chief Executive 8/02/88 - 4/06/92
Officer, DP&L

Allen M. Hill 51 President and Chief Executive 1/01/97 - 3/01/97
Officer
President and Chief Operating 9/26/95 - 1/01/97
Officer
President and Chief Executive 4/06/92 - 3/01/97
Officer, DP&L
President and Chief Operating 8/02/88 - 4/06/92
Officer, DP&L

Paul R. Anderson 54 Controller, DP&L 4/12/81 - 3/01/97

Stephen P. Bramlage 50 Assistant Vice President, DP&L 1/01/94 - 3/01/97
Director, Service Operations, DP&L 10/29/89 - 1/01/94

Jeanne S. Holihan 40 Assistant Vice President, DP&L 3/17/93 - 3/01/97
Treasurer, DP&L 11/06/90 - 3/17/93

Thomas M. Jenkins 45 Group Vice President and 5/14/96 - 3/01/97
Treasurer, DPL Inc. and DP&L
Group Vice President and 6/27/95 - 5/14/96
Treasurer
Group Vice President, DP&L
Group Vice President and 5/09/94 - 6/27/95
Treasurer, DPL Inc. and DP&L
Group Vice President and 11/06/90 - 5/09/94
Treasurer
Group Vice President, DP&L




I-16

EXECUTIVE OFFICERS OF THE REGISTRANT
(As of March 1, 1997)


Business Experience,
Last Five Years
(Positions with Registrant
Name Age Unless Otherwise Indicated) Dates
- ---- --- --------------------------- -------------------

Stephen F. Koziar,
Jr. 52 Group Vice President and 1/31/95 - 3/01/97
Secretary, DPL Inc. and DP&L
Group Vice President, 12/10/87 - 1/31/95
DPL Inc. and DP&L

Judy W. Lansaw 45 Group Vice President, 1/31/95 - 3/01/97
DPL Inc. and DP&L
Group Vice President and 12/07/93 - 1/31/95
Secretary, DPL Inc. and DP&L
Vice President and Secretary, 8/01/89 - 12/07/93
DPL Inc. and DP&L

Bryce W. Nickel 40 Assistant Vice President, DP&L 1/01/94 - 3/01/97
Director, Service Operations, 10/29/89 - 1/01/94
DP&L

H. Ted Santo 46 Group Vice President, DP&L 12/08/92 - 3/01/97
Vice President, DP&L 2/28/88 - 12/08/92





















I-17

Item 2 - Properties
- ------------------------------------------------------------------------

Electric

Information relating to DP&L's electric properties is
contained in Item 1 - BUSINESS, DPL INC. (pages I-1 and I-2),
CONSTRUCTION AND FINANCING PROGRAM OF DPL INC. (pages I-5 and I-
6) and ELECTRIC OPERATIONS AND FUEL SUPPLY (pages I-7 and I-8) -
Notes 2 and 5 of Notes to Consolidated Financial Statements on
pages 21 and 23, respectively, of the registrant's 1996 Annual
Report, which pages are incorporated herein by reference.


Gas

Information relating to DP&L's gas properties is contained
in Item 1 - BUSINESS, DPL INC. (pages I-1 and I-2) and GAS
OPERATIONS AND GAS SUPPLY (pages I-8 and I-9), which pages are
incorporated herein by reference.


Other

DP&L owns a number of area service buildings located in
various operating centers.

Substantially all property and plant of DP&L is subject to
the lien of the Mortgage securing DP&L's First Mortgage Bonds.


Item 3 - Legal Proceedings
- ------------------------------------------------------------------------

Information relating to legal proceedings involving DP&L is
contained in Item 1 - BUSINESS, DPL INC. (pages I-1 and I-2),
COMPETITION (pages I-2 through I-4), ELECTRIC OPERATIONS AND FUEL
SUPPLY (pages I-7 and I-8), GAS OPERATIONS AND GAS SUPPLY (pages
I-8 and I-9), RATE REGULATION AND GOVERNMENT LEGISLATION (pages I-
9 through I-11) and ENVIRONMENTAL CONSIDERATIONS (pages I-12 and
I-13) and - Note 2 of Notes of Consolidated Financial Statements
on page 21 of the registrant's 1996 Annual Report, which pages
are incorporated herein by reference.


Item 4 - Submission Of Matters To A Vote Of Security Holders
- ------------------------------------------------------------------------

DPL Inc.'s Annual Meeting of Shareholders ("Annual Meeting")
was held on April 16, 1996. Three directors of DPL Inc. were
elected at the Annual Meeting, each of whom will serve a three
year term expiring in 1999. The nominees were elected as
follows: James F. Dicke, II, 94,048,977 shares FOR, 1,398,265
shares WITHHELD; Peter H. Forster, 94,000,967 shares FOR,
1,446,275 shares WITHHELD; and Jane G. Haley, 94,003,920 shares
FOR, 1,443,322 shares WITHHELD.



I-18
PART II

Item 5 - Market For Registrant's Common Equity And Related
Stockholder Matters
- ------------------------------------------------------------------------

The information required by this item of Form 10-K is set
forth on pages 14, 27 and 28 of the registrant's 1996 Annual
Report, which pages are incorporated herein by reference. As of
December 31, 1996, there were 46,532 holders of record of
DPL Inc. common equity, excluding individual participants in
security position listings.

DP&L's Mortgage restricts the payment of dividends on
DP&L's Common Stock under certain conditions. In addition, so
long as any Preferred Stock is outstanding, DP&L's Amended
Articles of Incorporation contain provisions restricting the
payment of cash dividends on any of its Common Stock if, after
giving effect to such dividend, the aggregate of all such
dividends distributed subsequent to December 31, 1946 exceeds the
net income of DP&L available for dividends on its Common Stock
subsequent to December 31, 1946, plus $1,200,000. As of year
end, all earnings reinvested in the business of DP&L were
available for Common Stock dividends.

The Credit Agreement requires that the aggregate assets
of DP&L and its subsidiaries (if any) constitute not less than
60% of the total consolidated assets of DPL Inc., and that DP&L
maintain common shareholder's equity (as defined in the Credit
Agreement) at least equal to $550 million.


Item 6 - Selected Financial Data
- ------------------------------------------------------------------------

The information required by this item of Form 10-K is set
forth on page 14 of the registrant's 1996 Annual Report, which
page is incorporated herein by reference.


Item 7 - Management's Discussion And Analysis Of Financial
Condition And Results Of Operations
- ------------------------------------------------------------------------

The information required by this item of Form 10-K is set
forth in Note 2 of Notes to Consolidated Financial Statements on
page 21 and on pages 1, 13, 15 and 16 of the registrant's 1996
Annual Report, which pages are incorporated herein by reference.


Item 8 - Financial Statements And Supplementary Data
- ------------------------------------------------------------------------

The information required by this item of Form 10-K is set
forth on page 14 and on pages 17 through 27 of the registrant's
1996 Annual Report, which pages are incorporated herein by
reference.



II-1


Report of Independent Accountants
on Financial Statement Schedule
---------------------------------


To the Board of Directors of DPL Inc.


Our audits of the consolidated financial statements referred to
in our report dated January 21, 1997 appearing on page 27 of the
1996 Annual Report to Shareholders of DPL Inc. (which report and
consolidated financial statements are incorporated by reference
in this Annual Report on Form 10-K) also included an audit of the
Financial Statement Schedule listed in Item 14(a) of this Form 10-
K. In our opinion, this Financial Statement Schedule presents
fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated
financial statements.



Price Waterhouse LLP
Dayton, Ohio
January 21, 1997




















II-2

Item 9 - Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure
- ------------------------------------------------------------------------

None.

PART III

Item 10 - Directors And Executive Officers Of The Registrant
- ------------------------------------------------------------------------

Directors of the Registrant

The information required by this item of Form 10-K is set
forth on pages 2 through 5 of DPL Inc.'s definitive Proxy Statement
dated March 1, 1997, relating to the 1997 Annual Meeting of
Shareholders ("1997 Proxy Statement"), which pages are incorporated
herein by reference, and on pages I-16 and I-17 of this Form 10-K.


Item 11 - Executive Compensation
- ------------------------------------------------------------------------

The information required by this item of Form 10-K is set
forth on pages 9 through 15 of the 1997 Proxy Statement, which
pages are incorporated herein by reference.


Item 12 - Security Ownership Of Certain Beneficial Owners And
Management
- ------------------------------------------------------------------------

The information required by this item of Form 10-K is set
forth on pages 3 through 6 and on page 15 of the 1997 Proxy
Statement, which pages are incorporated herein by reference.


Item 13 - Certain Relationships And Related Transactions
- ------------------------------------------------------------------------

None.











III-1

PART IV

Item 14 - Exhibits, Financial Statement Schedule And Reports On Form 8-K
- ------------------------------------------------------------------------
Pages of 1996 Form
10K Incorporated
by Reference
------------------

Report of Independent Accountants II-2

(a) Documents filed as part of the Form 10-K

1. Financial Statements Pages of 1996 Annual
-------------------- Report Incorporated
by Reference
--------------------

Consolidated Statement of Results of Operations
for the three years in the period ended
December 31, 1996 17

Consolidated Statement of Cash Flows for the three
years in the period ended December 31, 1996 18

Consolidated Balance Sheet as of December 31,
1996 and 1995 19

Notes to Consolidated Financial Statements 20 - 26

Report of Independent Accountants 27


2. Financial Statement Schedule
----------------------------

For the three years in the period ended December 31, 1996:

Page No.
--------

Schedule II - Valuation and qualifying accounts IV-7

The information required to be submitted in schedules
I, III, IV and V is omitted as not applicable or not required
under rules of Regulation S-X.




IV-1

3. Exhibits
--------

The following exhibits have been filed with the Securities
and Exchange Commission and are incorporated herein by
reference.
Incorporation by
Reference
----------------

2 Copy of the Agreement of Merger among Exhibit A to the 1986
DPL Inc., Holding Sub Inc. and DP&L Proxy Statement
dated January 6, 1986 (File No. 1-2385)

3(a) Copy of Amended Articles of Incorporation Exhibit 3 to report on
of DPL Inc. dated January 4, 1991, and Form 10-K for the year
amendment dated December 3, 1991 ended December 31, 1991
(File No. 1-9052)

3(b) Copy of Amendment dated April 20, 1993 Exhibit 3(b) to Report on
to DPL Inc.'s Amended Articles of Form 10-K for the year
Incorporation ended December 31, 1993
(File No. 1-9052)

4(a) Copy of Composite Indenture dated as of Exhibit 4(a) to Report on
October 1, 1935, between DP&L and The Form 10-K for the year
Bank of New York, Trustee with all ended December 31, 1995
amendments through the Twenty-Ninth (File No. 1-2385)
Supplemental Indenture

4(b) Copy of the Thirtieth Supplemental Exhibit 4(h) to
Indenture dated as of March 1, 1982, Registration Statement
between DP&L and The Bank of New York, No. 33-53906
Trustee

4(c) Copy of the Thirty-First Supplemental Exhibit 4(h) to
Indenture dated as of November 1, 1982, Registration Statement
between DP&L and The Bank of New York, No. 33-56162
Trustee

4(d) Copy of the Thirty-Second Supplemental Exhibit 4(i) to
Indenture dated as of November 1, 1982, Registration Statement
between DP&L and The Bank of New York, No. 33-56162
Trustee

4(e) Copy of the Thirty-Third Supplemental Exhibit 4(e) to Report
Indenture dated as of December 1, 1985, on Form 10-K for the
between DP&L and The Bank of New York, year ended December 31,
Trustee 1985 (File No. 1-2385)

4(f) Copy of the Thirty-Fourth Supplemental Exhibit 4 to Report on
Indenture dated as of April 1, 1986, Form 10-Q for the quarter
between DP&L and Bank of New York, ended June 30, 1986
Trustee (File No. 1-2385)


IV-2

4(g) Copy of the Thirty-Fifth Supplemental Exhibit 4(h) to Report on
Indenture dated as of December 1, 1986, Form 10-K for the year
between DP&L and The Bank of New York, ended December 31, 1986
Trustee (File No. 1-9052)

4(h) Copy of the Thirty-Sixth Supplemental Exhibit 4(i) to
Indenture dated as of August 15, 1992, Registration Statement
between DP&L and The Bank of New York, No. 33-53906
Trustee

4(i) Copy of the Thirty-Seventh Supplemental Exhibit 4(j) to
Indentur dated as of November 15, 1992, Registration Statement
between DP&L and The Bank of New York, No. 33-56162
Trustee

4(j) Copy of the Thirty-Eighth Supplemental Exhibit 4(k) to
Indenture dated as of November 15, 1992, Registration Statement
between DP&L and The Bank of New York, No. 33-56162
Trustee

4(k) Copy of the Thirty-Ninth Supplemental Exhibit 4(k) to
Indenture dated as of January 15, 1993, Registration Statement
between DP&L and The Bank of New York, No. 33-57928
Trustee

4(l) Copy of the Fortieth Supplemental Exhibit 4(m) to Report on
Indenture dated as of February 15, 1993, Form 10-K for the year
between DP&L and The Bank of New York, ended December 31, 1992
Trustee (File No. 1- 2385)

4(m) Copy of the Credit Agreement dated as of Exhibit 4(k) to DPL Inc.'s
November 2, 1989 between DPL Inc., the Registration Statement
Bank of New York, as agent, and the banks on Form S-3 (File No.
named therin 33-32348)

4(n) Copy of Shareholder Rights Agreement Exhibit 4 to Report on
between DPL Inc. and The First National Form 8-K dated December 13,
Bank of Boston 1991 (File No. 1-9052)

10(a) Description of Management Incentive Exhibit 10(c) to Report
Compensation Program for Certain on Form 10-K for the year
Executive Officers ended December 31, 1986
(File No. 1-9052)

10(b) Copy of Severance Pay Agreement with Exhibit 10(f) to Report on
Certain Executive Officers Form 10-K for the year
ended December 31, 1987
(File No. 1-9052)



IV-3

10(c) Copy of Supplemental Executive Exhibit 10(e) to Report on
Retirement Plan amended August 6, 1991 Form 10-K for the year
ended December 31, 1991
(File No. 1-9052)

10(d) Amended description of Directors' Exhibit 10(d) to Report on
Deferred Stock Compensation Plan Form 10-K for the year
effective January 1, 1993 ended December 31, 1993
(File No. 1-9052)

10(e) Amended description of Deferred Exhibit 10(e) to Report on
Compensation Plan for Non-Employee Form 10-K for the year
Directors effective January 1, 1993 ended December 31, 1993
(File No. 1-9052)

10(f) Copy of Management Stock Incentive Plan Exhibit 10(f) to Report on
amended January 1, 1993 Form 10-K for the year
ended December 31, 1993
(File No. 1-9052)

18 Copy of preferability letter relating to Exhibit 18 to Report on
change in accounting for unbilled revenue Form 10-K for the year
from Price Waterhouse LLP ended December 31, 1987
(File No. 1-9052)

The following exhibits are filed herewith:
Page No.
--------
13 Copy of DPL Inc.'s 1996 Annual Report to
Shareholders

21 Copy of List of Subsidiaries of DPL Inc.

23 Consent of Price Waterhouse LLP

Pursuant to paragraph (b) (4) (iii) (A) of Item 601 of Regulation
S-K, DPL Inc. has not filed as an exhibit to this Form 10-K
certain instruments with respect to long-term debt if the total
amount of securities authorized thereunder does not exceed 10% of
the total assets of DPL Inc. and its subsidiaries on a
consolidated basis, but hereby agrees to furnish to the SEC on
request any such instruments.

(b) Reports on Form 8-K
-------------------

None.





IV-4

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

DPL Inc.

Registrant


March 27, 1997 /s/ Allen M. Hill
-----------------------------
Allen M. Hill
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1934,
this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.


Director March , 1997
- ----------------------
(T. J. Danis)


Director March , 1997
- ----------------------
(J. F. Dicke, II)


/s/ Peter H. Forster Director and Chairman March 27, 1997
- ----------------------
(P. H. Forster)


/s/ Ernie Green Director March 27, 1997
- ----------------------
(E. Green)


/s/ Jane G. Haley Director March 27, 1997
- ----------------------
(J. G. Haley)


/s/ Allen M. Hill Director, President and March 27, 1997
- ---------------------- Chief Executive Officer
(A. M. Hill)







IV-5


Director March , 1997
- ----------------------
(W A. Hillenbrand)


Director March , 1997
- -----------------------
(D. R. Holmes)


/s/ Thomas M. Jenkins Group Vice President and March 27, 1997
- ----------------------- Treasurer (principal
(T. M. Jenkins) financial and accounting
officer)


/s/ Burnell R. Roberts Director March 27, 1997
- -----------------------
(B. R. Roberts)

































IV-6



Schedule II



DPL Inc.
VALUATION AND QUALIFYING ACCOUNTS

For the years ended December 31, 1996, 1995 and 1994



- --------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- --------------------------------------------------------------------------------------------

Additions
----------------
Balance at Charged Balance
Beginning to Deductions at End
Description of Period Income Other (1) of Period
- --------------------------------------------------------------------------------------------

--------------------thousands----------------------

1996:
Deducted from accounts receivable--

Provision for uncollectible accounts $6,481 $4,056 $ - $5,454 $5,083


1995:
Deducted from accounts receivable--

Provision for uncollectible accounts $7,801 $1,096 $ - $2,416 $6,481


1994:
Deducted from accounts receivable--

Provision for uncollectible accounts $9,122 $1,553 $ - $2,874 $7,801



(1) Amounts written off, net of recoveries of accounts previously written off.





IV-7