DPL INC, 10-K, 1994-03-16

DPL INC
10-K, 1994-03-16
ELECTRIC & OTHER SERVICES COMBINED

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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, 1993
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: 513-224-6000

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

Outstanding at Name of each exchange
Title of each class February 28, 1994 on which registered
------------------- ----------------- ---------------------
Common Stock $0.01 par value and 103,509,998 New York Stock Exchange
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. ( )

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 non-affiliates of the
registrant as of February 28, 1994 was $2,057,261,210.25 based on the closing
price of $19 7/8 on such date.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II incorporate by reference the registrant's 1993 Annual Report to
Shareholders.

Portions of the definitive Proxy Statement dated March 2, 1994, relating to the
1994 Annual Meeting of Shareholders of the registrant, are incorporated by
reference into Part III.
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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 (513) 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 464,000 retail customers in a
24 county service area of approximately 6,000 square miles and
furnishes natural gas service to 286,000 customers in 16 counties.
In addition, DP&L provides steam heating service in downtown
Dayton, Ohio. DP&L serves an estimated population of 1.2 million.
Principal industries served include electrical machinery,
automotive and other transportation equipment, non-electrical
machinery, agriculture, paper, rubber and plastic products. DP&L's
sales reflect the general economic conditions and seasonal weather
patterns of the area. The solid performance of the economy of West
Central Ohio and seasonal summer and winter weather in 1993
contributed to increased energy sales for the year. Electric sales
to business customers were up 4% for the year while total electric
and natural gas sales increased 4% and 3%, respectively, as
compared to 1992. During 1993, cooling degree days were 4% above
the twenty year average and 35% above 1992. Heating degree days in
1993 were 3% above the thirty year average and 6% above 1992.
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 DP&L Community Urban
Redevelopment Corporation, the owner of a downtown Dayton office
building.

Other subsidiaries of DPL Inc. include Miami Valley
CTC, Inc., which provides transportation services to DP&L and
another unaffiliated Dayton-based company; Miami Valley Leasing,
which leases vehicles and miscellaneous communications equipment,
owns real estate and has a financial investment in an unaffiliated
energy development company; 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; and Miami
Valley Development Company, which is engaged in the business of
technology research and development.

* Unless otherwise indicated, the information given in "Item 1 -
BUSINESS" is current as of March 11, 1994. No representation
is made that there have not been subsequent changes to such
information.

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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 3,147 persons as
of December 31, 1993, of which 2,653 are full-time employees and
494 are part-time employees.

Information relating to industry segments is contained
in Note 11 of Notes to Consolidated Financial Statements on
page 26 of the registrant's 1993 Annual Report to Shareholders
("1993 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 also 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 covering
when an electric utility is required to offer to purchase excess
electric energy from cogeneration and small power production
facilities that have obtained qualifying status under PURPA.

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.

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 maturation of
the natural gas spot market in combination with open access

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interstate transportation provided by 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 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.

In April 1992, FERC issued Order No. 636 ("Order 636")
amending its regulations governing the service obligations, rate
design and cost recovery of interstate pipelines. DP&L's
interstate pipeline suppliers have received approval from FERC
to implement their restructuring plans to comply with the
regulations.

The Public Utilities Commission of Ohio ("PUCO") has held
roundtable discussions and meetings regarding the implications
of Order 636 for local distribution companies, producers and
consumers. The PUCO has issued interim guidelines allowing
utilities to file revised natural gas transportation tariffs to
comply with the Order, and is continuing efforts to examine the
impact via roundtable discussions. DP&L's natural gas tariffs
and operations comply with the PUCO's interim guidelines and the
requirements of Order 636.

In January 1994, DP&L, the Staff of the PUCO and the Office
of the Ohio Consumers' Counsel (the "OCC") submitted to the PUCO
an agreement which resolves issues relating to the recovery of
Order 636 "transition costs" to be billed to DP&L by natural gas
interstate pipeline companies. The agreement, which is subject
to PUCO approval, provides for the full recovery of these
transition costs from DP&L customers. The interstate pipelines
will file with the FERC for authority to recover these
transition costs, the exact magnitude of which has not been
established.

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 economics.

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DP&L provides service to 12 municipal customers which
distribute electricity within their corporate limits. One
municipality has signed a contract for DP&L to provide 95% of
its requirements. In addition to these municipal customers,
DP&L maintains an interconnection agreement with one
municipality which can generate all or a portion of its energy
requirements. Sales to municipalities represented 1.3% of total
electricity sales in 1993. DP&L maintains discussions with
these municipalities concerning potential energy agreements.

CONSTRUCTION AND FINANCING PROGRAM OF DPL INC.

1994-1998 Construction Program
- ------------------------------

The estimated construction additions for the years
1994-1998 are set forth below:
Estimated
1994 1995 1996 1997 1998 1994-1998
---- ---- ---- ---- ---- ---------
millions
Electric generation and
transmission commonly
owned with neighboring
utilities................ $ 22 $ 28 $ 24 $ 41 $ 23 $138
Other electric
generation and
transmission facilities.. 43 33 34 18 13 141
Electric distribution...... 24 26 31 34 37 152
General.................... 3 3 2 1 1 10
Gas, steam and other
facilities............... 17 16 14 15 15 77
--- --- --- --- --- ---
Total construction..... $109 $106 $105 $109 $ 89 $518

Estimated construction costs over the next five years
average $104 million annually which is approximately equal to
the projected depreciation expense over the same period.

The construction additions for the period include plans
to construct a series of 70 MW combustion turbine generating
units scheduled to be completed at varying intervals dependent
upon need. The first unit is scheduled for completion in June
1995.

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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 increases.

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.

1994-1998 Financing Program
- ---------------------------
DP&L will require a total of $106 million during the
next five years for bond maturities and preferred stock and bond
sinking funds in addition to any funds needed for the
construction program. DPL Inc. will require an additional
$5 million for mandatory redemptions.

At year-end 1993, DPL Inc. had a cash and temporary
investment balance of $82 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 mid-March 1994, DPL Inc. plans to file a
registration statement with the Securities and Exchange
Commission for the issuance and sale of approximately
three-and-a-half million common shares. The net proceeds from
the planned sale of shares, estimated to equal approximately
$65 million, would be contributed to DP&L which would use the
funds, along with temporary cash investments and/or short-term
borrowings, to redeem in May 1994 all of the outstanding shares
of its Preferred Stock, Series D, E, F, H and I, which have an
average dividend rate of 8.1%.

During late 1992 and early 1993, DP&L took advantage of
favorable market conditions to reduce its cost of debt and
extend maturities through early refundings. Three new series of
First Mortgage Bonds were issued in 1992 in the aggregate
principal amount of $320 million at an average interest rate of
7.8% to finance the redemption of a similar principal amount of
debt securities. Additionally, in early 1993, DP&L issued two
new series of First Mortgage Bonds in the aggregate principal
amount of $446 million at an average interest rate of 8.0% to
finance the redemption of a similar principal amount of six
series of First Mortgage Bonds. The amounts and timings of
future financings will depend upon market and other conditions,
rate increases, levels of sales and construction plans.

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In November 1989, DPL Inc. entered into a revolving
credit agreement ("the Credit Agreement") with a consortium of
banks renewable through 1998 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, 1993, DPL Inc. had no outstanding borrowings under
this Credit Agreement. At December 31, 1992, DPL Inc. had
$90 million outstanding under the Credit Agreement which was
used to fund share purchases for DPL Inc.'s Employee Stock
Ownership Plan. These borrowings were repaid in January 1993
with the proceeds from the issuance of $90 million of DPL Inc.'s
7.83% Notes due 2007.

DP&L also has $97 million available in short term
informal lines of credit At year-end, DP&L had $10 million
outstanding from these lines of credit and $15 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 1994-98, 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.

ELECTRIC OPERATIONS AND FUEL SUPPLY

DP&L's present winter generating capability is
3,053,000 KW. Of this capability, 2,843,000 KW (approximately
93%) 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.

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A merger agreement between CG&E and PSI Resources is
currently pending. DP&L has intervened in the merger proceeding
currently pending at the FERC so that the operations of its
commonly owned generating units will not be materially impacted
by the merger.

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 2,765,000 KW, which occurred
in July 1993. The present summer generating capability is
3,017,000 KW.

GENERATING FACILITIES
---------------------

MW Rating
--------------
Owner- Operating DP&L
Station ship* Company Location Portion Total
- ----------- ----- --------- ------------ ------- -----
Coal Units
- ----------
Hutchings W DP&L Miamisburg, OH 371 371
Killen C DP&L Wrightsville, OH 402 600
Stuart C DP&L Aberdeen, OH 820 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

* W = Wholly Owned; C = Commonly Owned

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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 1993. 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 1994-1998 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 in each of 1993 and 1992 was
$1.46/MMBTU and $1.56/MMBTU in 1991.

The average fuel cost per kWh generated of all fuel
burned for electric generation (coal, gas and oil) for the year
was 1.43 cents which represents a decrease from 1.48 cents in 1992 and
1.60 cents in 1991. 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") through 1997
and Columbia Gas Transmission Corporation ("Columbia"), Columbia
Gulf Transmission Corporation, Texas Gas Transmission
Corporation ("Texas Gas") and Panhandle Eastern Pipe Line
Company ("Panhandle") through 2004. Along with the firm
transportation services DP&L has approximately 16 billion cubic
feet of storage service with the various pipelines. DP&L also
maintains and operates four propane-air plants with a daily
rated capacity of approximately 67,500 thousand cubic feet
("MCF") of natural gas.

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Coordinated with the pipeline service agreements, DP&L
has 14 firm natural gas supply agreements with various natural
gas producers. DP&L purchased approximately 90% of its 1993
supply under these producer agreements and the remaining
supplies on the spot/short term market. DP&L purchased natural
gas during 1993 at an average price of $3.65 per MCF, compared
to $3.31 per MCF and $2.70 per MCF in 1992 and 1991,
respectively. 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.

DP&L is also interconnected with CNG Transmission
Corporation and Texas Eastern Transmission Corporation. Several
interconnections with various interstate pipelines provide DP&L
the opportunity to purchase competitively-priced natural gas
supplies and pipeline services.

During 1993, DP&L implemented requirements of Order 636
with all of its natural gas interstate pipeline suppliers. As a
result of FERC's mandate that pipelines no longer bundle the
product of natural gas with pipeline transportation into one
package, DP&L purchased the majority of its natural gas in 1993
under direct market purchases. Additionally, the implementation
of Order 636 required DP&L to purchase certain volumes of
natural gas from interstate pipelines to fill storage. In the
future, DP&L will obtain all its natural gas from direct market
purchases or pipelines based on cost and reliability. DP&L has
natural gas agreements that meet 90% of its requirements. The
remainder will be purchased to meet seasonal requirements under
short term purchase agreements.

The PUCO continues to support 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 filed a
transportation tariff to comply with these guidelines and
approval is pending. During 1993, DP&L provided transportation
service to 185 end-use customers, delivering a total quantity of
13,401,229 MCF.

Columbia and Panhandle have obtained conditional
approval from FERC to recover take-or-pay and contract
reformation costs from DP&L through fixed demand surcharges
pursuant to revised FERC rules. The validity of the revisions
was reviewed and dismissed by the U.S. Court of Appeals for the
District of Columbia Circuit. Pursuant to a settlement approved
by the PUCO, DP&L may recover take-or-pay costs from its retail
and transportation customers.

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On April 30, 1990, Columbia filed an application with
FERC to implement a general rate increase in order to recover,
among other things, costs associated with construction of
certain "Global Settlement" facilities. The rates were accepted
to become effective November 1, 1990. A partial offer of
settlement was accepted on April 16, 1992, and an initial
decision on the remaining issues was issued on November 13,
1992. On May 31, 1991, Columbia filed a second application with
FERC to implement a general rate increase which was partially
accepted effective December 1, 1991. On October 1, 1991,
Columbia filed a third application to implement a general rate
increase which was partially accepted to become effective
April 1, 1992. The second and third applications were
subsequently consolidated into one rate proceeding, and rate
design, cost classification and cost allocations were further
consolidated into Columbia's restructuring proceeding referenced
in following paragraphs. A settlement dated November 9, 1992,
regarding the remaining cost of service and throughput issues
was approved by FERC April 2, 1993.

On April 27, 1990, Texas Gas filed an application with
FERC to implement a general rate increase which was accepted to
become effective November 1, 1990. This docket was consolidated
into the Texas Gas restructuring proceeding which was made
effective November 1, 1993. On May 1, 1992, Panhandle filed an
application with FERC to implement a general rate increase which
rates were accepted effective November 1, 1992. A hearing on
this matter is set for May 17, 1994. On April 29, 1993 Texas
Gas filed a second application with FERC to implement a rate
increase which was accepted effective November 1, 1993. A
hearing on this matter is set for June 28, 1994. On November 1,
1993, ANR filed an application with FERC to implement a rate
increase which was accepted effective May 2, 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.

On July 31, 1991, Columbia Gas System Inc. and
Columbia, one of DP&L's major pipeline suppliers, filed separate
Chapter 11 petitions in U.S. Bankruptcy Court. The bankruptcy
court permitted Columbia to break approximately 4,500 long term
natural gas contracts with upstream suppliers on August 22,
1991, January 6, 1992, and January 8, 1992. The bankruptcy
court issued an order on March 18, 1992, granting approval of an
agreement between the customers and Columbia which assures the
continuation of all firm service agreements (including storage)
through the winter of 1993, with year-to-year continuation
unless adequate notice is provided. On February 13, 1992, the
bankruptcy court ruled on a motion by Columbia to flow through
to its customers all appropriate refunds, including take-or-pay
refunds which were received from its upstream suppliers and

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excessive rate refunds except for approximately $18 million of
pre-petition take-or-pay refunds. However, on July 6, 1992, the
United States District Court for Delaware reversed the
bankruptcy court. On July 8, 1993, the Third Circuit Court of
Appeals reversed the District Court for Delaware and reinstated
the U.S. Bankruptcy Court's ruling that Columbia may flow
through to its customers all post petition take-or-pay refunds
which were received from its upstream suppliers. The U.S.
Supreme Court denied an appeal on February 18, 1994 of the Third
Circuit Court of Appeals'1decision. DP&L expects full recovery
of all take-or-pay refunds received by Columbia post petition.
The parties to the bankruptcy are currently evaluating
Columbia's proposed plan of reorganization. Based upon a July
1993 FERC Order disallowing the recovery of natural gas producer
contracts rejected in the bankruptcy case, DP&L does not expect
the bankruptcy proceedings to have a material adverse effect on
its earnings or competitive position.

In April 1992 FERC issued Order 636 which amended its
regulations governing the service obligations of interstate
pipelines. Some of the major changes enacted include unbundling
of pipeline sales from transportation, the creation of a
"no-notice" transportation service, pre-granted abandonment for
all interruptible and short term firm transportation subject to
a right-of-first refusal, capacity brokering, rate design and
transition costs. All interstate pipeline filings were made
effective by November 1, 1993.

In response to Order 636 issued by FERC, the PUCO has
initiated roundtable discussions with natural gas utilities and
other interested parties to discuss the impact of the Order and
the state regulation of natural gas utilities. The PUCO has
issued interim guidelines allowing utilities to file revised
natural gas transportation tariffs to comply with Order 636, and
is continuing to examine the impact via ongoing roundtable
discussions that run concurrently with the interstate pipelines'
restructuring proceedings. The interim guidelines also require
each natural gas utility to file plans for peak day operations.
DP&L's operations comply with all interim guidelines and DP&L
expects full recovery of all Order 636 transition costs.

RATE REGULATION AND GOVERNMENT LEGISLATION

DP&L's sales of electricity, natural gas and steam 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.

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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 established the Office of
the OCC, which is authorized 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.

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 requires
PUCO approval of (i) 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.

In April 1991, DP&L filed an application with the PUCO
to increase its electric rates to recover costs associated with
the construction of the William H. Zimmer Generating Station
("Zimmer"), earn a return on DP&L's investment and recover the
current costs of providing electric service to its customers.
In November 1991, DP&L entered into a settlement agreement with
various consumer groups resolving all issues in the case. The
PUCO approved the agreement on January 22, 1992. Pursuant to
that agreement, new electric rates took effect February 1, 1992,
January 2, 1993 and January 3, 1994. The agreement also
established a baseline return on equity of 13% (subject to
upward adjustment) until DP&L's next electric rate case. In the
event that DP&L's return exceeds the allowed return by between
one and two percent, then one half of the excess return will be
used to reduce the cost of demand-side management ("DSM")
programs. Any return that exceeds the allowed return by more
than two percent will be entirely credited to these programs.
Amounts deferred during the phase-in period, including carrying
charges, will be capitalized and recovered over seven years
commencing in 1994. Deferrals were $58 million in 1992 and
$28 million in 1993. The recovery expected in 1994, net of
additional carrying cost deferrals, is $10 million. The
phase-in plan meets the requirements of the Financial Accounting
Standards Board ("FASB") Statement No. 92.

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In addition, DP&L agreed to undertake cost-effective
DSM programs with an average annual cost of $15 million for four
years commencing in 1992. The amount recovered in rates was
$4.6 million in 1992. This amount increased to $7.8 million in
1993 and will remain at that level in subsequent years. The
difference between expenditures and amounts recovered through
rates is deferred and is eligible for recovery in future rates
in accordance with existing PUCO rulings.

In March 1991, the PUCO granted DP&L the authority to
defer interest charges, net of income tax, on its 28.1%
ownership investment in Zimmer from the March 30, 1991,
commercial in-service date through January 31, 1992. Deferred
interest charges on the investment in Zimmer have been adjusted
to a before tax basis in 1993 as a result of FASB Statement
No. 109. Amounts deferred are being amortized over the life of
the plant.

Regulatory deferrals on the balance sheet were:

Dec. 31 Dec. 31
1993 1992
-------- --------
--millions--

Phase-in $ 85.8 $ 57.7
DSM 23.3 2.2
Deferred interest - Zimmer 63.7 43.9
------ ------
Total $172.8 $103.8
====== ======

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 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 deferred 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.

I-13
<PAGE>
<PAGE>

In 1991 the PUCO ruled that DP&L's 1991 LTFR be
consolidated and reviewed in conjunction with DP&L's 1992 LTFR
proceeding. DP&L filed its 1992 LTFR in June 1992. DP&L also
filed its environmental compliance plan in June 1992, and asked
the PUCO to consolidate the environmental compliance plan
proceeding with the LTFR proceeding. The PUCO granted DP&L's
request to consolidate the cases. The evidentiary hearing on
DP&L's 1991/1992 LTFR and environmental compliance plan was held
on February 17, 1993. The parties entered into a stipulation in
settlement of all issues which continues DP&L's commitment to
DSM programs. The stipulation was approved by the PUCO on
May 6, 1993.

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. In 1993 DP&L reached a settlement with
the PUCO staff, the Office of the OCC and the Legal Aid Society
to provide new and expanded programs for PIPP eligible
customers. The expanded programs include greater arrears
crediting, lower monthly payments, educational programs and
information reports. In exchange, DP&L may accelerate recovery
of PIPP and pre-PIPP arrearages and recover program costs. The
settlement also established a four year moratorium on changes to
the program. The PUCO approved the settlement on December 2,
1993. Pursuant to the terms of the settlement, DP&L filed an
application on January 21, 1994 to lower its PIPP rate. To
date, the PUCO has not acted on DP&L's application.

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 initiated a competitive bidding process in January
1993 for the construction of up to 140 MW 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 70 MW
combustion turbines and two natural gas supply lines for the
proposed site.

I-14
<PAGE>
<PAGE>

The OPSB issued rules on March 22, 1993 to provide
electric and magnetic field information in applications for
construction of major generating and transmission facilities.
DP&L has addressed the topics covered by the new rules in all
recent projects. One utility requested a rehearing on the rules
which was denied by the OPSB on May 24, 1993. At this time DP&L
cannot predict the ultimate impact associated with the siting of
new transmission lines.

On March 25, 1993, the PUCO adopted guidelines for the
treatment of emission allowances created by the Clean Air Act
Amendments of 1990. Under the guidelines, DP&L's emission
allowance trading plans, procedures, practices, activity and
associated costs will be reviewed in its annual electric fuel
component audit proceeding. The PUCO guidelines are being
appealed by an industrial consumer group. In its Entry on
emission allowances, the PUCO directed its Staff to develop
proposed accounting guidelines for allowance trading programs in
accordance with FERC rulemaking efforts. According to FERC
Order No. 552 issued on March 23, 1993, DP&L will value
allowances based on a weighted average cost methodology.

On May 26, 1993, the Senate of the State of Ohio
approved the appointment of Mr. David W. Johnson as PUCO
commissioner.

On January 12, 1994, the Ohio Consumers' Counsel
Governing Board appointed Robert S. Tongren, a former assistant
attorney general, to the position of Consumers' Counsel.
Mr. Tongren replaced William A. Spratley, whose resignation from
this position became effective September 30, 1993.

On February 22, 1994 a bill was introduced in the State
of Ohio House of Representatives which, if approved, would give
electric consumers the opportunity to obtain "retail" and
"wholesale at retail" services from electric suppliers other
than their current supplier at competitive rates. The ultimate
disposition of the bill or its effect on DP&L cannot be
determined at this time.

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 $6 million for
environmental control facilities during 1993. The possibility
exists that current environmental regulations could be revised
which could change the level of estimated 1994-1998 construction
expenditures. See CONSTRUCTION AND FINANCING PROGRAM OF
DPL INC.

I-15
<PAGE>
<PAGE>

Air Quality
- -----------

In July 1985, the United States Environmental
Protection Agency ("U.S. EPA") adopted final stack height rules
which could result in the lowering of emission limits for sulfur
dioxide and particulate matter from affected units. DP&L
operates one unit (Killen Station) potentially affected by these
rules. The Ohio Environmental Protection Agency ("Ohio EPA")
has determined that Killen Station is not impacting air quality
and, therefore, no further action is needed at this time. CSP
has informed DP&L that Conesville Unit 4 is not affected by the
rules. CG&E has informed DP&L that Miami Fort Unit 7 is
"grandfathered" from regulation and that Miami Fort Unit 8 is
not affected by the rules because Miami Fort Unit 5 is picking
up the necessary emission reductions. On June 17 and July 12,
1988, DP&L and others filed with the U.S. Supreme Court two
petitions for a Writ of Certiorari seeking a review of the D.C.
Circuit Court of Appeals decision that addressed the 1985 stack
height rules. Those petitions were denied in October 1988 and,
as a result, the U.S. EPA planned to begin a remand rulemaking
to address issues arising from a lower Court's opinion. The
U.S. EPA continues to work on a remand rulemaking.

In December 1988, the U.S. EPA notified the State of
Ohio that the portion of its State Implementation Plan ("SIP")
dealing with sulfur dioxide emission limitations for Hamilton
County (in southwestern Ohio) was deficient and required the
Ohio EPA to develop a new SIP within 18 months. The notice
affects industrial and utility sources and could require
significant reductions in sulfur dioxide emission limitations at
CG&E's Miami Fort Units 7 and 8 which are jointly owned with
DP&L. In February 1989, CG&E, together with other industrial
sources affected by the notice, filed a petition for review in
the U.S. Court of Appeals for the Sixth Circuit of the U.S.
EPA's issuance of the notice. In July 1989, the Court of
Appeals dismissed the petition for review. In April 1990, the
Ohio EPA published its proposed revised SIP for comment. In
June 1990, CG&E submitted its comments challenging the
revisions, arguing that the proposed SIP is based on a computer
model which is unsuitable and invalid for the hilly terrain of
Hamilton County, and that in the last ten years, no violation of
the National Ambient Air Quality Standards for SO2 has ever
been monitored.

In order to support its position, CG&E is taking part
in an air monitoring program designed to prove that the present
SIP adequately protects the ambient air quality. In October
1991, the Ohio EPA adopted new SO2 regulations for Hamilton
County. These regulations do not change the preexisting
requirements for Miami Fort Units 7 and 8. The new regulations
have been submitted to the U.S. EPA. On January 27, 1994, the

I-16
<PAGE>
<PAGE>

U.S. EPA provided notice in the Federal Register that the new
regulations for the Ohio SIP for Hamilton County were
conditionally approved.

Changing environmental regulations continue to increase
the cost of providing service in the utility industry. The
Clean Air Act Amendments of 1990 (the "Act") will limit sulfur
dioxide and nitrogen oxide emissions nationwide. The Act will
restrict emissions in two phases with Phase I compliance
completed by 1995 and Phase II completed by 2000. Final
regulations were issued by the U.S. EPA on January 11, 1993.
These regulations are consistent with earlier Act restrictions
and do not change the expected costs of compliance of DP&L.

DP&L's preliminary compliance plan was filed with the
PUCO in June 1992 and consolidated with the 1991/1992 LTFR
proceeding. DP&L anticipates meeting the requirements of
Phase I by switching to lower sulfur coal at several commonly
owned electric generating facilities and increasing existing
scrubber removal efficiency. Cost estimates to comply with
Phase I of the Act are approximately $10 million in capital
expenditures. Phase I compliance is expected to have a minimal
1% to 2% price impact. Phase II requirements can be met
primarily by switching to lower sulfur coal at all non-scrubbed
coal-fired electric generating units. The stipulation entered
into on February 17, 1993 with regards to the LTFR, including
the environmental compliance plan, was approved by the PUCO on
May 6, 1993. DP&L anticipates that costs to comply with the Act
will be eligible for recovery in future fuel hearings and other
regulatory proceedings.

On March 16, 1993, DP&L received a Finding of Violation
from the U.S. EPA regarding opacity standards at Killen Station
and, on March 17, 1993, a Notice of Violation from the U.S. EPA
regarding opacity standards at Stuart Station. DP&L has
subsequently conducted conferences with the U.S. EPA to discuss
the Finding and Notice. On October 11, 1993, DP&L entered into
negotiated Consent Orders with the U.S. EPA for the alleged
violations at Killen and Stuart Stations. The Consent Orders do
not require payment of any penalty but require DP&L to formalize
emissions control measures.

Land Use
- --------

DP&L and numerous other parties have been notified by the
U.S. EPA that it considers them Potentially Responsible Parties
("PRPs") for clean-up at three superfund sites in Ohio - the
Sanitary Landfill Site on Cardington Road in Montgomery County
Ohio, the United Scrap Lead Site in Miami County, Ohio, and the
Powell Road Landfill in Huber Heights, Montgomery County, Ohio.

I-17
<PAGE>
<PAGE>

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.

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 Record of Decision issued by the U.S. EPA estimates clean-up
costs at $27.1 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 final
resolution of these investigations will not have a material effect
on DP&L's financial position or earnings.

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 or
earnings.

I-18
<PAGE>
<PAGE>
<TABLE>
<CAPTION>

THE DAYTON POWER AND LIGHT COMPANY
OPERATING STATISTICS
ELECTRIC OPERATIONS

Years Ended December 31,
-----------------------------------
1993 1992 1991
---- ---- ----

Electric Output (millions of kWh)
Generation -
Coal-fired units.................. 14,729 13,639 13,952
Other units....................... 17 3 7
Power purchases...................... 1,107 1,514 470
Exchanged and transmitted power...... (7) 14 (54)
Company use and line losses.......... (1,170) (1,116) (1,060)
-------- -------- --------
Total............................. 14,676 14,054 13,315
======== ======== ========
Electric Sales (millions of kWh)
Residential.......................... 4,558 4,260 4,571
Commercial........................... 3,006 2,896 2,945
Industrial........................... 4,089 3,938 3,949
Public authorities and railroads..... 1,356 1,311 1,360
Private utilities and wholesale...... 1,667 1,649 490
-------- -------- --------
Total............................. 14,676 14,054 13,315
======== ======== ========

Electric Customers at End of Period
Residential.......................... 416,508 413,040 409,925
Commercial........................... 40,606 39,685 39,151
Industrial........................... 2,387 2,415 2,432
Public authorities and railroads..... 5,287 5,130 5,038
Other................................ 17 16 15
-------- -------- --------
Total............................. 464,805 460,286 456,561
======== ======== ========
Operating Revenues (thousands)
Residential.......................... $373,760 $326,547 $332,114
Commercial........................... 200,124 180,890 178,883
Industrial........................... 205,996 189,720 186,837
Public authorities and railroads..... 72,859 67,596 68,135
Private utilities and wholesale...... 38,491 35,174 15,436
Other................................ 10,090 9,372 9,334
-------- -------- --------
Total............................. $901,320 $809,299 $790,739
======== ======== ========
Residential Statistics
(per customer-average)
Sales - kWh.......................... 10,998 10,358 11,213
Revenue.............................. $ 901.91 $ 794.03 $ 814.66
Rate per kWh (Month of December)..... 7.99 cents 7.23 cents 6.96 cents

</TABLE>

I-19
<PAGE>
<PAGE>
<TABLE>
<CAPTION>

THE DAYTON POWER AND LIGHT COMPANY
OPERATING STATISTICS
GAS OPERATIONS

Years Ended December 31,
----------------------------------

1993 1992 1991
---- ---- ----

Gas Output (thousands of MCF)
Direct market purchases .............. 44,284 46,229 46,057
Liquefied petroleum gas............... 58 7 11
Company use and unaccounted for....... (1,164) (1,717) (1,798)
Transportation gas received........... 13,704 10,973 8,387
-------- -------- --------
Total.............................. 56,882 55,492 52,657
======== ======== ========

Gas Sales (thousands of MCF)
Residential........................... 28,786 27,723 26,594
Commercial............................ 8,468 8,642 8,368
Industrial............................ 3,056 4,914 6,014
Public authorities.................... 3,171 3,402 3,187
Transportation gas delivered.......... 13,401 10,811 8,494
-------- -------- --------
Total.............................. 56,882 55,492 52,657
======== ======== ========

Gas Customers at End of Period
Residential........................... 262,834 260,471 258,092
Commercial............................ 20,853 20,589 20,347
Industrial............................ 1,527 1,577 1,661
Public authorities.................... 1,333 1,311 1,290
-------- -------- --------
Total.............................. 286,547 283,948 281,390
======== ======== ========

Operating Revenues (thousands)
Residential........................... $161,254 $127,532 $124,950
Commercial............................ 44,321 36,148 34,942
Industrial............................ 14,890 18,633 22,152
Public authorities.................... 15,248 12,516 11,961
Other................................. 9,366 8,953 7,033
-------- -------- --------
Total.............................. $245,079 $203,782 $201,038
======== ======== ========

Residential Statistics
(per customer-average)
Sales - MCF........................... 110.2 107.0 103.8
Revenue............................... $617.33 $492.33 $487.69
Rate per MCF (Month of December)...... $ 5.66 $ 5.27 $ 4.16

</TABLE>

I-20

EXECUTIVE OFFICERS OF THE REGISTRANT
(As of March 1, 1994)

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

Peter H. Forster 51 Chairman, President and Chief 4/05/88 - 3/01/94
Executive Officer
Chairman, DP&L 4/06/92 - 3/01/94
Chairman and Chief Executive 8/02/88 - 4/06/92
Officer, DP&L

Allen M. Hill 48 President and Chief Executive 4/06/92 - 3/01/94
Officer, DP&L
President and Chief Operating 8/02/88 - 4/06/92
Officer, DP&L

Paul R. Anderson 51 Controller, DP&L 4/12/81 - 3/01/94
Controller 4/10/86 - 4/10/89

Stephen P. Bramlage 47 Assistant Vice President, DP&L 1/01/94 - 3/01/94
Director, Service Operations, 10/29/89 - 1/01/94
DP&L
Manager, Engineering 5/26/87 - 10/29/89

Robert E. Buerger 49 Group Vice President, DP&L 4/24/89 - 3/01/94
Group Vice President - 12/04/86 - 4/24/89
Service Operations, DPL Inc.
and DP&L

Robert M. Combs 48 Treasurer, DP&L 3/17/93 - 3/01/94
Director, J. M. Stuart 9/16/91 - 3/17/93
Electric Generating Station
United States Navy
Production Officer, 8/01/88 - 9/16/91
Charleston Naval Shipyard

Georgene H. Dawson 44 Assistant Vice President, DP&L 1/01/94 - 3/01/94
Director, Service Operations, 4/03/92 - 1/01/94
DP&L
Service Center Manager 6/11/89 - 4/03/92
Manager, Environmental 6/14/87 - 6/11/89
Management

</TABLE>

I-21

EXECUTIVE OFFICERS OF THE REGISTRANT
(As of March 1, 1994)

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

Jeanne S. Holihan 37 Assistant Vice President, DP&L 3/17/93 - 3/01/94
Treasurer, DP&L 11/06/90 - 3/17/93
Director, Financial 4/01/90 - 11/06/90
Administration and Planning
Manager, Financial 4/02/89 - 4/01/90
Administration and Planning
Manager, Financial Analysis 4/07/85 - 4/02/89
and Investor Relations

Thomas M. Jenkins 42 Group Vice President and 11/06/90 - 3/01/94
Treasurer
Group Vice President, DP&L
Vice President and Treasurer, 11/01/88 - 11/06/90
DPL Inc. and DP&L

Stephen F. Koziar, Jr. 49 Group Vice President, 12/10/87 - 3/01/94
DPL Inc. and DP&L

Judy W. Lansaw 42 Group Vice President and 12/07/93 - 03/01/94
Secretary, DPL Inc. and
DP&L
Vice President and Secretary 08/01/89 - 12/07/93
DPL Inc. and DP&L
Corporate Secretary, DPL Inc. 11/01/88 - 8/01/89
and DP&L

Lloyd E. Lewis, Jr. 67 Assistant Vice President, DP&L 12/08/83 - 3/01/94

Bryce W. Nickel 37 Assistant Vice President, DP&L 1/01/94 - 3/01/94
Director, Service Operations, 10/29/89 - 1/01/94
DP&L
Service Center Manager 4/19/87 - 10/29/89

H. Ted Santo 43 Group Vice President, DP&L 12/08/92 - 3/01/94
Vice President, DP&L 2/28/88 - 12/08/92

</TABLE>

I-22
<PAGE>
<PAGE>

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-4 through I-6) and ELECTRIC OPERATIONS AND FUEL
SUPPLY (pages I-6 through I-8) and Item 8 - Notes 2 and 7 of Notes to
Consolidated Financial Statements on pages 21 and 23, respectively, of the
registrant's 1993 Annual Report, which pages are incorporated herein by
reference.

Natural 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 through I-11), which pages are incorporated herein by reference.

Steam
- -----
DP&L owns two steam generating plants and the steam distribution
facility serving downtown Dayton, Ohio.

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), GAS OPERATIONS AND GAS
SUPPLY (pages I-8 through I-11), RATE REGULATION AND GOVERNMENT LEGISLATION
(pages I-11 through I-15) and ENVIRONMENTAL CONSIDERATIONS (pages I-15 through
I-18) and Item 8 - Note 2 of Notes of Consolidated Financial Statements on
page 21 of the registrant's 1993 Annual Report, which pages are incorporated
herein by reference.

Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At DPL Inc.'s Annual Meeting of Shareholders ("Annual Meeting") held
on April 20, 1993, shareholders approved a proposal to increase the number of
authorized common shares of DPL Inc. from 120 million to 250 million. The
proposal was approved with 81,668,678 shares voting FOR, 5,395,660 shares
AGAINST and 1,770,393 shares ABSTAINED. Three directors of DPL Inc. were
elected at the Annual Meeting, each of whom will serve a three year term
expiring in 1996. The nominees were elected as follows: James F. Dicke, II,
87,896,326 shares FOR, 938,405 shares WITHHELD; Peter H. Forster,
87,838,970 shares FOR, 995,761 shares WITHHELD; and Jane G. Haley,
87,860,952 shares FOR, 973,779 shares WITHHELD.

I-23

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 1993 Annual
Report, which pages are incorporated herein by reference. As of
December 31, 1993, there were 53,275 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 1993 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 1993
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
1993 Annual Report, which pages are incorporated herein by
reference.

II-1

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

To The Board of Directors of DPL Inc.

Our audits of the consolidated financial statements referred to
in our report dated January 25, 1994 appearing on page 27 of the
1993 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 Schedules listed in Item 14(a) of this
Form 10-K. In our opinion, these Financial Statement Schedules
present fairly, in all material respects, the information set
forth therein when read in conjunction with the related
consolidated financial statements.

Price Waterhouse
Dayton, Ohio
January 25, 1994

II-2
<PAGE>
<PAGE>

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 2, 1994, relating to the 1994 Annual
Meeting of Shareholders ("1994 Proxy Statement"), which pages
are incorporated herein by reference, and on pages I-21 and I-22
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 1994 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 pages 14 and 15 of the
1994 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 SCHEDULES AND REPORTS ON FORM 8-K

Pages of 1993 Form
10-K Incorporated
by Reference
------------------
Report of Independent Accountants..................... II-2

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

1. Financial Statements Pages of 1993 Annual
-------------------- Report Incorporated
by Reference
--------------------
Consolidated Statement of Results of Operations
for the three years in the period ended
December 31, 1993..................................... 17

Consolidated Statement of Cash Flows for the
three years in the period ended December 31, 1993..... 18

Consolidated Balance Sheet as of December 31,
1993 and 1992......................................... 19

Notes to Consolidated Financial Statements............ 20 - 26

Report of Independent Accountants..................... 27

2. Financial Statement Schedules
-----------------------------
For the three years in the period ended December 31, 1993:
Page
No.
-------------

Schedule V - Property and plant IV-7 - IV-9
Schedule VI - Accumulated depreciation and amortization IV-10 - IV-12
Schedule VII - Obligations relating to securities
of other issuers IV-13
Schedule VIII - Valuation and qualifying accounts IV-14
Schedule IX - Short-term borrowings IV-15
Schedule X - Supplementary income statement information IV-16

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

IV-1
<PAGE>
<PAGE>

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
DPL Inc., Holding Sub Inc. and DP&L 1986 Proxy Statement
dated January 6, 1986.................. (File No. 1-2385)

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

4(a) Copy of Composite Indenture dated as of Exhibit 4(a) to
October 1, 1935, between DP&L and Report on Form 10-K
The Bank of New York, Trustee with all for year ended
amendments through the Twenty-Ninth December 31, 1985
Supplemental Indenture................. (File No. 1-2385)

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

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
Indenture dated as of December 1, 1985, Report on Form 10-K
between DP&L and The Bank of New York, for year ended
Trustee................................ December 31, 1985
(File No. 1-2385)

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

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

IV-2
<PAGE>
<PAGE>

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
Indenture 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 Suplemental 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
Indenture dated as of February 15, 1993, on Form 10-K for the
between DP&L and The Bank of New York, year ended December 31,
Trustee................................ 1992 (File No. 1-2385)

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

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

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

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

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

IV-3
<PAGE>
<PAGE>

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

The following exhibits are filed herewith:

Page No.
----------------------
3(b) Copy of Amendment dated April 20, 1993
to DPL Inc.'s Amended Articles of
Incorporation..........................

10(d) Amended description of Directors'
Deferred Stock Compensation Plan
effective January 1, 1993..............

10(e) Amended description of Deferred
Compensation Plan for Non-Employee
Directors effective January 1, 1993....

10(f) Copy of Management Stock Incentive
Plan amended January 1, 1993...........

13 Copy of DPL Inc.'s 1993 Annual Report
to Shareholders........................

21 Copy of List of Subsidiaries of
DPL Inc................................

23 Consent of Price Waterhouse............

Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, the Company
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 the Company 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
<PAGE>
<PAGE>

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 15, 1994 Peter H. Forster
---------------------------------
Peter H. Forster
Chairman, 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.

T. J. Danis Director March 15, 1994
- -------------------------
(T. J. Danis)

Director March , 1994
- -------------------------
(J. F. Dicke, II)

P. H. Forster Director and Chairman March 15, 1994
- ------------------------- (principal executive
(P. H. Forster) officer)

Ernie Green Director March 15, 1994
- -------------------------
(E. Green)

J. G. Haley Director March 15, 1994
- -------------------------
(J. G. Haley)

IV-5
<PAGE>
<PAGE>

A. M. Hill Director March 15, 1994
- -------------------------
(A. M. Hill)

Director March , 1994
- -------------------------
(W A. Hillenbrand)

T. M. Jenkins Group Vice President March 15, 1994
- ------------------------- and Treasurer
(T. M. Jenkins) (principal financial
and accounting
officer)

Director March , 1994
- -------------------------
(R. J. Kegerreis)

Director March , 1994
- -------------------------
(B. R. Roberts)

IV-6

Schedule V - 1993

DPL INC.
PROPERTY AND PLANT (1)
For the year ended December 31, 1993

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- -------- -------- -------- -------- --------
Balance Other Changes - Balance
Beginning Additions Retirements Additions at End
Classification of Period At Cost or Sales (2) (Deductions) (3) of Period

- -------------- -------------------------------Thousands-------------------------------

Utility . . . . . . . . . . . . $3,128,407 $ 86,385 $10,191 $ 89 $3,204,690

Other . . . . . . . . . . . . . 39,214 10,331 620 327 49,252
---------- -------- ------- -------- ----------
Total property and plant . . 3,167,621 96,716 10,811 416 3,253,942
---------- -------- ------- -------- ----------

Construction work in progress . 42,720 (7,855) - 959 35,824
---------- -------- ------- -------- ----------
Total . . . . . . . . . . . $3,210,341 $ 88,861 $10,811 $ 1,375 $3,289,766
========== ======== ======= ======= ==========

(1) See Notes 1 and 7 of Notes to Consolidated Financial Statements of the 1993 Annual Report.

(2) Retirements are at original cost.

(3) Consists primarily of amortization of acquisition adjustments and other adjustments or transfers
between plant accounts.

</TABLE>

IV-7
<PAGE>

Schedule V - 1992

DPL INC.
PROPERTY AND PLANT (1)
For the year ended December 31, 1992

Utility . . . . . . . . . . . . $3,088,638 $ 52,737 $12,513 $ (455) $3,128,407

Other . . . . . . . . . . . . . 38,045 1,262 451 358 39,214
---------- -------- ------- -------- ----------
Total property and plant . . 3,126,683 53,999 12,964 (97) 3,167,621
---------- -------- ------- -------- ----------

Construction work in progress . 36,287 4,973 - 1,460 42,720
---------- -------- ------- -------- ----------
Total . . . . . . . . . . . $3,162,970 $ 58,972 $12,964 $ 1,363 $3,210,341
========== ======== ======= ======= ==========

(1) See Notes 1 and 3 of Notes to Consolidated Financial Statements of the 1992 Annual Report.

(2) Retirements are at original cost.

(3) Consists primarily of amortization of acquisition adjustments and other adjustments or transfers
between plant accounts.

</TABLE>

IV-8
<PAGE>
<PAGE>
<TABLE>
<CAPTION>

Schedule V - 1991

DPL INC.
PROPERTY AND PLANT (1)
For the year ended December 31, 1991

Utility . . . . . . . . . . . . $2,031,737 $1,068,662 $11,294 $ (467) $3,088,638

Other . . . . . . . . . . . . . 36,971 1,045 387 416 38,045
---------- ---------- ------- -------- ----------
Total property and plant . . 2,068,708 1,069,707 11,681 (51) 3,126,683
---------- ---------- ------- -------- ----------

Construction work in progress . 991,569 (952,316) - (2,966) 36,287
---------- ---------- ------- -------- ----------
Total . . . . . . . . . . . $3,060,277 $ 117,391 $11,681 $(3,017) $3,162,970
========== ========== ======= ======= ==========

(1) See Notes 1, 2 and 11 of Notes to Consolidated Financial Statements of the 1991 Annual Report.

(2) Retirements are at original cost.

(3) Consists primarily of amortization of acquisition adjustments and other adjustments or transfers
between plant accounts.

</TABLE>

IV-9

Schedule VI - 1993

DPL INC.
ACCUMULATED DEPRECIATION AND AMORTIZATION (1)
For the year ended December 31, 1993

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- -------- -------- -------- -------- --------
Balance at Additions Retirements, Other Changes - Balance
Beginning Charged to Renewals and Additions at End
Classification of Period Income Replacements (Deductions) of Period
-------------- ------------------------------Thousands---------------------------------

Utility . . . . . . . . . . . . $861,943 $105,460 $10,178 $(2,186) $955,039

Other . . . . . . . . . . . . . 19,870 2,462 168 (2) 22,162
-------- -------- ------- ------- --------

Total. . . . . . . . . . . . $881,813 $107,922 (2) $10,346 $(2,188) (3) $977,201
======== ======== ======= ======= ========

(1) See Note 1 of Notes to Consolidated Financial Statements of the 1993 Annual Report.

<S> <C>
(2) Additions charged to income--
Depreciation and amortization expense (per above) . . . . . . . . . . . . $107,922
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,981
--------
Total per Consolidated Statement of Results of Operations . . . . . . . $110,903
========
(3) Consists of--
Depreciation and amortization charged to other accounts . . . . . . . . . 268
Net removal cost/salvage--
Removal cost . . . . . . . . . . . $(2,316)
Salvage . . . . . . . . . . . . . . 948
-------
Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,368)
Net increase (decrease) in Retirement work in progress. . . . . . . . . . (1,234)
Adjustments to previously recorded activity . . . . . . . . . . . . . . . 146
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (2,188)
========

</TABLE>

IV-10
<PAGE>
<PAGE>
<TABLE>
<CAPTION>

Schedule VI - 1992

DPL INC.
ACCUMULATED DEPRECIATION AND AMORTIZATION (1)
For the year ended December 31, 1992

Utility . . . . . . . . . . . . $774,127 $103,353 $12,742 $(2,795) $861,943

Other . . . . . . . . . . . . . 18,279 1,755 186 22 19,870
-------- -------- ------- ------- --------

Total. . . . . . . . . . . . $792,406 $105,108 (2) $12,928 $(2,773) (3) $881,813
======== ======== ======= ======= ========

(1) See Note 1 of Notes to Consolidated Financial Statements of the 1992 Annual Report.
<S> <C>
(2) Additions charged to income--
Depreciation and amortization expense (per above) . . . . . . . . . . . . $105,108
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 488
--------
Total per Consolidated Statement of Results of Operations . . . . . . . $105,596
========
(3) Consists of--
Depreciation and amortization charged to other accounts . . . . . . . . . $ 214
Net removal cost/salvage--
Removal cost . . . . . . . . . . . $(6,589)
Salvage . . . . . . . . . . . . . . 755
-------
Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,834)
Net increase (decrease) in Retirement work in progress. . . . . . . . . . 3,043
Adjustments to previously recorded activity . . . . . . . . . . . . . . . (196)
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (2,773)
========

</TABLE>

IV-11
<PAGE>
<PAGE>
<TABLE>
<CAPTION>

Schedule VI - 1991

DPL INC.
ACCUMULATED DEPRECIATION AND AMORTIZATION (1)
For the year ended December 31, 1991

Utility . . . . . . . . . . . . $698,497 $94,032 $11,294 $(7,108) $774,127

Other . . . . . . . . . . . . . 16,287 2,102 128 18 18,279
-------- ------- ------- ------- --------

Total. . . . . . . . . . . . $714,784 $96,134 (2) $11,422 $(7,090) (3) $792,406
======== ======= ======= ======= ========

(1) See Note 1 of Notes to Consolidated Financial Statements of the 1991 Annual Report.
<S> <C>
(2) Additions charged to income--
Depreciation and amortization expense (per above) . . . . . . . . . . . . $96,134
Amortization of goodwill . . . . . . . . . . . . . . . . . . . . . . . . 57
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241
-------
Total per Consolidated Statement of Results of Operations . . . . . . . $96,432
=======
(3) Consists of--
Depreciation and amortization charged to other accounts . . . . . . . . . $ 509
Net removal cost/salvage--
Removal cost . . . . . . . . . . . $(6,219)
Salvage . . . . . . . . . . . . . . (93)
-------
Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,312)
Net increase (decrease) in Retirement work in progress. . . . . . . . . . (1,279)
Adjustments to previously recorded activity . . . . . . . . . . . . . . . (8)
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(7,090)
========

</TABLE>

IV-12
<PAGE>
<PAGE>
<TABLE>
<CAPTION>

Schedule VII - 1993

DPL INC.
OBLIGATIONS RELATING TO SECURITIES OF OTHER ISSUERS

At December 31, 1993

Title of Issue
Name of Issuer of Each Class of Nature of
of Securities Securities Amount Obligation
- ------------------------- ------------------------- --------------- ---------------

County of Boone, Kentucky Collateralized Pollution $48 million (1) Principal plus
Control Revenue Refunding $3.1 million of
Bonds interest

(1) DP&L is obligated to pay the principal of and interest on $48 million of 6.50%
Collateralized Pollution Control Revenue Refunding Bonds Series A Due 2022 issued by Boone
County, Kentucky. In December 1992, DP&L transferred $12.7 million of the proceeds from
the sale of these bonds to The Cincinnati Gas & Electric Company (CG&E). CG&E is
responsible for the payment of the principal and related interest; however, DP&L retains
primary liability for the obligations. This transfer resulted from the reduction of the
DP&L's ownership share in the first unit at the East Bend generating station, commonly
owned with CG&E.

</TABLE>

IV-13
<PAGE>
<PAGE>
<TABLE>
<CAPTION>

Schedule VIII

DPL INC.
VALUATION AND QUALIFYING ACCOUNTS

For the years ended December 31, 1993, 1992 and 1991

- --------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- --------------------------------------------------------------------------------------------------------
Additions
Balance at ------------------- Balance
Beginning Charged to Deductions at End
Description of Period Income Other (1) of Period
- --------------------------------------------------------------------------------------------------------
------------------------thousands----------------------------

1993:
Deducted from accounts receivable--

Provision for uncollectible accounts... $ 10,461 $ 1,353 $ - $2,692 $ 9,122

1992:
Deducted from accounts receivable--

Provision for uncollectible accounts... $ 11,510 $ 1,675 $ - $2,724 $10,461

1991:
Deducted from accounts receivable--

Provision for uncollectible accounts... $ 10,267 $ 5,058 $ - $3,815 $11,510

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

</TABLE>

IV-14
<PAGE>
<PAGE>
<TABLE>
<CAPTION>

Schedule IX

DPL INC.
SHORT-TERM BORROWINGS

For the years 1993, 1992 and 1991

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- -------------------------------------------------------------------------------------------------------
Maximum Average Weighted
Category of Weighted Amount Amount Average
Aggregate Balance Average Outstanding Outstanding Interest Rate
Short-Term at End of Interest During the During the During the
Borrowings Period Rate Period Period (1) Period (1)
- ------------------------------------------------------------------------------------------------------
--thousands-- ---------thousands---------

1993--

Lines of Credit.... $10,000 3.679% $24,000 $ 8,399 3.380%

Commercial Paper... $15,000 3.339% $62,000 $ 9,005 3.373%

Revolving Credit
Agreement........ - - $90,000 $ 5,990 3.848%

1992--

Commercial Paper... $62,000 3.550% $62,000 $19,060 3.650%

Lines of Credit.... - - $52,500 $10,026 4.309%

Revolving Credit
Agreement........ $90,000 4.131% $90,000 $15,890 3.960%

1991--

Commercial Paper... $23,500 5.293% $69,500 $18,704 6.333%

Lines of Credit.... $21,000 5.214% $29,000 $10,170 5.896%

Revolving Credit
Agreement.......... $40,000 5.500% $40,000 $ 6,630 6.707%

(1) Based on daily balances

</TABLE>

IV-15
<PAGE>
<PAGE>
<TABLE>
<CAPTION>

Schedule X

DPL INC.
SUPPLEMENTARY INCOME STATEMENT INFORMATION

For the years ended December 31, 1993, 1992 and 1991

- ------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B
- ------------------------------------------------------------------------------------------------------
Classification 1993 1992 1991
- ------------------------------------------------------------------------------------------------------
------------------thousands------------------
General taxes--

Property . . . . . . . . . . . . . . . . $ 56,204 $ 54,302 $42,598

State public utility excise . . . . . . 47,014 45,405 44,548

Payroll and other . . . . . . . . . . . 8,832 8,768 8,289
-------- -------- -------
Total per Consolidated Statement
of Results of Operation . . . . . $112,050 $108,475 $95,435
======== ======== =======

</TABLE>

IV-16
<PAGE>
<PAGE>

EXHIBIT INDEX
-------------

Exhibit
- -------

3(b) Copy of Amendment dated April 20, 1993
to DPL Inc.'s Amended Articles of
Incorporation..........................

10(d) Amended description of Directors'
Deferred Stock Compensation Plan
effective January 1, 1993..............

10(e) Amended description of Deferred
Compensation Plan for Non-Employee
Directors effective January 1, 1993....

10(f) Copy of Management Stock Incentive
Plan amended January 1, 1993...........

13 Copy of DPL Inc.'s 1993 Annual Report
to Shareholders........................

21 Copy of List of Subsidiaries of
DPL Inc................................

23 Consent of Price Waterhouse............
<PAGE>
<PAGE>

<PAGE>
Exhibit 3(b)

CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION AS AMENDED
OF
DPL INC.

Stephen F. Koziar, Jr., Group Vice President, and Judy W.
Lansaw, Vice President and Secretary, of DPL Inc., a for profit
corporation organized and existing under the General Corporation
Law of the State of Ohio, with its principal office located in
Dayton, Montgomery County, Ohio, do hereby certify that at the
Annual Meeting of the holders of the shares of said Corporation
entitling them to vote on the proposal to amend the Amended
Articles of Incorporation as amended, as contained in the
following resolution, was duly called and held on the 20th day of
April, 1993, at which meeting a quorum of each class of
shareholders entitled to vote on the proposal was present in
person or by proxy, and that by the affirmative vote of the
holders of shares entitled under the Articles to exercise at
least two-thirds of the voting power of each class of shares of
the Corporation on such proposal, the following resolution
amending the Amended Articles of Incorporation as amended of the
Corporation was duly adopted as permitted by Section
1701.71(A)(1) of the Revised Code:

RESOLVED, that in order to increase the number of authorized
Common Shares of the Corporation, the first paragraph of Article
FOURTH of the Articles of Incorporation is hereby amended to read
in its entirety as follows:

FOURTH: The authorized number of shares of the Corporation
is 258,000,000 which shall be classified as follows:

8,000,000 Preferred Shares, without par value (hereinafter
called "Preferred Shares"); and
250,000,000 Common Shares, with a par value of $.01 per Share
(hereinafter called "Common Shares".)

IN WITNESS WHEREOF, said Stephen F. Koziar, Jr., Group Vice
President, and Judy W. Lansaw, Vice President and Secretary, of
DPL Inc., acting for and on behalf of said Corporation, have
hereunto subscribed their names this 7th day of June, 1993.

DPL INC.

By Stephen F. Koziar, Jr.
---------------------------
Stephen F. Koziar, Jr.
Group Vice President

By Judy W. Lansaw
---------------------------
Judy W. Lansaw
Vice President and Secretary
<PAGE>

<PAGE>

Exhibit 10(d)

DPL INC.
DIRECTORS' DEFERRED STOCK COMPENSATION PLAN
DESCRIPTION OF PLAN

DPL Inc. has a deferred stock compensation plan for directors of
The Dayton Power and Light Company and DPL Inc. Directors who
are not employees of DPL Inc. or The Dayton Power and Light
Company receive 200 common shares of DPL Inc. annually beginning
with the fiscal year 1986 pursuant to the Directors' Deferred
Stock Compensation Plan. This plan provides for deferral of the
shares to a Master Trust established by DPL Inc. to secure its
obligations under various directors and officers deferred and
incentive compensation plans. Receipt of the shares or cash
equal to the value thereof is deferred until the participant
retires as a director or until such other time as designated by
the participant. The plan was amended effective January 1, 1993
to provide that upon termination of a participant's status as a
director for any reason after a change in control of DPL Inc.,
the participants benefits under the plan shall be payable in
cash in a lump sum as valued under the plan.
<PAGE>

<PAGE>

Exhibit 10(e)

DPL INC.
DEFERRED COMPENSATION PLAN
DESCRIPTION OF PLAN

DPL Inc. has established a Deferred Compensation Plan for
non-employee Directors in which payment of directors' fees may
be deferred. This plan includes a matching deferred income
program which provides that DPL Inc. will match $5,000 annually
of deferred directors' fees for a maximum of ten years. Under
the program, a $150,000 death benefit is provided until such
director ceases to make an annual deferral contribution to the
plan. Participants in the program are entitled to receive
deferred payments of at least $10,000 for ten years. In
December 1986, the plan was amended to provide that in the event
of a change in control of DPL Inc., as defined in the plan, all
benefits provided under the supplementary deferral income
program become immediately vested without the need for further
contributions by the participants and the discretion which,
under the plan, is exercisable to the Chief Executive Officer
will be exercised by the trustees of a Master Trust. Subject to
the consent of the Chief Executive Officer of DPL Inc.,
participants may receive accelerated payouts from their standard
deferral amount at anytime. If the consent of the Chief
Executive Officer of DPL Inc. is obtained, individuals who have
attained the age of 55 and who are no longer directors of DPL
Inc. may begin receiving payments of amounts credited to them
under the supplementary deferral income program of at least
$10,000.00 for ten years. The Plan was amended effective
January 1, 1993 to provide that directors shall receive all of
their benefits under the plan in a lump sum upon the termination
of the director's status as a director after a change in control
of DPL Inc.

<PAGE>

<PAGE>
Exhibit 10(f)

THE DAYTON POWER AND LIGHT COMPANY

MANAGEMENT STOCK INCENTIVE PLAN

(Amended Effective January 1, 1993)

Section 1. Purposes.

The purposes of the Plan are (i) to attract and retain in the
employment of the Company executives of experience and ability by
providing incentives to those who contribute to the successful
operation of the business and affairs of the Company, (ii) to
increase the identity of interests of such key employees with those
of the Company's shareholders, (iii) to encourage achievement of
the Company's long term goals and objectives, and (iv) to prevent
frustration of the goals of this Plan in the event of a Change of
Control.

Section 2. Definitions.

The following terms as used herein shall have the following
meanings:

(a) "Board of Directors" means the Board of Directors of DPL
Inc. in place from time to time prior to a Change of Control.

(b) "Change of Control" means any change in control of DPL,
or its principal subsidiary, DP&L, of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); provided that, without
limitation, such a Change of Control shall be deemed to have
occurred if (i) any "person" (as such term is defined in Sections
13(d) and 14(d)(2) of the Exchange Act; hereafter, a "Person")
other than DPL or DP&L or an entity then directly or indirectly
controlling, controlled by or under common control with DPL or DP&L
is on the date hereof, or becomes or commences a tender offer to
become the beneficial owner, directly or indirectly, of securities
of DPL or DP&L representing 15% or more of the combined voting
power of the then outstanding securities of DPL or DP&L; (ii) DPL
or DP&L enters into an agreement to merge or consolidate itself, or
an agreement to consummate a "combination" or "majority share
acquisition" in which it is the "acquiring corporation") as such
terms are defined in Ohio Rev. Code 1701.01 as in effect on
December 31, 1990) and in which shareholders of DPL or DP&L, as the
case may be, immediately prior to entering into such agreement,
will beneficially own, immediately after the effective time of the
merger, consolidation, combination or majority share acquisition,
securities of DPL or DP&L or any surviving or new corporation, as
the case may be, having less than sixty-seven percent (67%) of the
"voting power" of DPL or DP&L or any surviving or new corporation,
as the case may be, including "voting power" exercisable on a
contingent or deferred basis as well as immediately exercisable
"voting power", excluding any merger of DPL into DP&L or of DP&L

<PAGE>
into DPL; (iii) DPL or DP&L enters into an agreement to sell,
lease, exchange or otherwise transfer or dispose of all or
substantially all of its assets to any Person other than to a
wholly-owned subsidiary or, in the case of DP&L, to DPL; but not
including a mortgage or pledge of assets granted in connection with
a financing; (iv) any transaction referred to in (ii) or (iii)
above is consummated; or (v) those persons serving as directors of
DPL or DP&L on the date of this agreement (the "Original
Directors") and/or their Successors do not constitute a majority of
the whole Board of Directors of DPL or DP&L, as the case may be
(the term "Successors" shall mean those directors whose election or
nomination for election by shareholders has been approved by the
vote of at least two-thirds of the Original Directors and
previously qualified Successors serving as directors of DPL or
DP&L, as the case may be, at the time of such election or
nomination for election).

(c) "CEO" means DP&L's Chief Executive Officer, duly
installed, from time to time, prior to a Change of Control.
However, "Committee" will be substituted for "CEO" in discussing
the CEO's rights and benefits under the Plan.

(d) "Committee" means the Management Review and Compensation
Committee of the Board of Directors of DPL Inc. or such other
committee(s) as may be designated by the Board of Directors of DPL
Inc. from time to time to administer the Plan.

(e) "Company" means The Dayton Power and Light Company
("DP&L"), DPL Inc. ("DPL") and any entity which, prior to a Change
of Control, is controlling, controlled by or under common control
with DP&L or DPL Inc.

(f) "Deferred Payment Date" means the date on which payments
of deferred Stock Incentive Units shall be made or commence.

(g) "Dividend Equivalent" means the expression on the
Company's books of a dividend with respect to a Stock Incentive
Unit; each Dividend Equivalent being equal to the cash dividends
paid from time to time on one Share.

(h) "Earned Stock Incentive Units" means Stock Incentive
Units which have been awarded and have been earned in accordance
with Section 6, together with all Dividend Equivalents with respect
to such Earned Stock Incentive Units in accordance with Section 6
(including any Stock Incentive Units credited to the Participant's
account as the result of the conversion of such Dividend
Equivalents into Stock Incentive Units).

(i) "Fair Market Value" means the average of the closing sale
price of a Share on the last trading day of each of the four
calendar months preceding the date the value of a Share is to be

<PAGE>

determined, as reported on the New York Stock Exchange - Composite
Transactions Tape.

(j) "Incentive Period" means the period established by the
Committee with respect to each Stock Incentive Award, over which
period the Stock Incentive Units included in such award are to be
earned as provided in Section 6(d) of the Plan. The Incentive
Period shall be specified by the Committee in and with respect to
each Stock Incentive Award made. If the Incentive Period is not so
specified then it shall be the calendar plan year to which the
Stock Incentive Award relates.

(k) "Plan" means this Management Stock Incentive Plan.

(l) "Share" means a Common Share of DPL Inc.

(m) "Stock Incentive Award" means an award made under the
Plan with respect to a specified Incentive Period.

(n) "Stock Incentive Unit" means the expression on the
Company's books of a unit which is equivalent to one Share.

Section 3. Administration.

(a) Committee. The Plan shall be administered by the
Committee. No director shall serve as a voting member of the
Committee if he is then, or was at any time within one year prior
to his appointment, eligible to participate in the Plan or eligible
for selection as a person to whom Shares may be allocated or to
whom stock options may be granted pursuant to any other plan of the
Company or any of its affiliates, other than the DP&L Directors'
Deferred Stock Compensation Plan and the Directors' Deferred
Compensation Plan, entitling the participants therein to acquire
Shares, options or stock appreciation rights of the Company or any
of its affiliates.

(b) Authority and Discretion. Prior to a Change of Control,
the Committee shall have the power to interpret the Plan and,
subject to the provisions herein set forth, to prescribe, amend and
rescind rules and regulations and make all other determinations
necessary or desirable for the administration of the Plan. The
decision of the Committee on any questions concerning or involved
in the interpretation or administration of the Plan shall be final
and conclusive, and nothing in the Plan shall be deemed to give any
officer or employee, his legal representatives or assigns, any
right to participate in the Plan except to such extent, if any, as
the Committee may have determined or approved pursuant to the
provisions of the Plan.

<PAGE>
Section 4. Eligibility.

Employees eligible to participate in the Plan shall be those
full-time salaried employees of the Company or any entity
comprising the Company who, in the opinion of the Committee, serve
in key executive, administrative, professional or technical
capacities with the Company or any entity comprising the Company
and have made a significant contribution to the successful
operation of the Company or any entity comprising the Company.

Section 5. Participants.

From the employees eligible to participate in the Plan, the
Committee may annually choose those who shall actually participate
for that year in the Plan (the "Participants"), and shall determine
the number of Stock Incentive Units to comprise each Participant's
Stock Incentive Award. In choosing the Participants and in
determining the number of Stock Incentive Units comprising a Stock
Incentive Award, the Committee shall consider, after consulting
with the CEO concerning his recommendations on these matters, the
positions and responsibilities of the eligible employees, their
accomplishments during recent periods, the corporate and individual
objectives jointly established with the CEO, the value of such
accomplishments to the Company, and such other factors as the
Committee deems pertinent. The Company may determine in any year
during the term of the Plan not to make any Stock Incentive Awards
with respect to such year.

Section 6. Operation of the Plan.

(a) Stock Incentive Awards. Stock Incentive Awards shall be
made by the Committee at such time or times as it may determine;
however, Stock Incentive Awards shall generally be made in the year
preceding commencement of the next plan year. At the time the
Committee makes a Stock Incentive Award, it shall determine the
aggregate number of Stock Incentive Units which may be earned by
each Participant over the Incentive Period. Except as expressly
provided in a Stock Incentive Award, the terms and conditions of
the Plan shall be deemed to be incorporated in and shall control
all Stock Incentive Awards. However, to the extent inconsistent
with this Plan, the terms of a Stock Incentive Award (other than a
Stock Incentive Award applicable to Previously Earned Units) shall
control this Plan.

(b) Previously Awarded Stock Incentive Units. Previously
awarded Stock Incentive Units shall be deemed to have been earned
or, in the future, will be earned to the extent to which they would
have been earned if Section 6(d) had been in effect at the time
they previously were awarded and based on the Incentive Period
applicable to the related Stock Incentive Award previously awarded.

<PAGE>
(c) Crediting of Stock Incentive Units and Dividend
Equivalents. Earned Stock Incentive Units for each year following
the effective date of the Plan accrue and shall be credited to a
Participant's separate account under the Plan on the first day of
the month following the date on which they are earned. On each
dividend payment date a Dividend Equivalent shall be credited to
such account for each Earned Stock Incentive Unit (or, if and to
the extent that the related Stock Incentive Award otherwise
provides, for Stock Incentive Units awarded, whether or not such
units are Earned Stock Incentive Units) credited to the
Participant's account. On any dividend payment date when the value
of accumulated Dividend Equivalents on Stock Incentive Units as
provided above in a Participant's account equals the Fair Market
Value of a full Share on such date, such Dividend Equivalents
shall, subject to the terms of the Stock Incentive Award, the terms
of which shall control this Plan to the extent inconsistent
herewith, be credited to the Participant's account as an Earned
Stock Incentive Unit. Such separate accounts are established only
as a mechanism for measuring the potential amount of cash which may
be distributed under the Plan. The Company shall retain beneficial
ownership of all Stock Incentive Units and Dividend Equivalents
credited to the accounts and such amounts will be subject to the
claims of DP&L's creditors. No Participant or beneficiary has or
will have any property interest in deferred amounts or in any
specific assets of the Company.

(d) Earning of Stock Incentive Units. Awarded Stock
Incentive Units shall be earned as specified in the related Stock
Incentive Award. Subject to such Stock Incentive Award, the terms
of which shall control this Plan to the extent inconsistent
herewith, the maximum number of Stock Incentive Units which may be
earned in any one year shall be equal to the product obtained by
multiplying the total number of Stock Incentive Units included in
a Stock Incentive Award by a fraction, the numerator of which is
one and the denominator of which is the number of calendar years in
the Incentive Period. For example, in the case of a Stock
Incentive Award for which a one-year Incentive Period applies, all
of the Stock Incentive Units may be earned in the calendar year to
which the Stock Incentive Award relates, and in the case of a Stock
Incentive Award for which a three year Incentive Period has been
fixed by the Committee, up to one-third of the Stock Incentive
Units included in the Stock Incentive Award may be earned each
year. Unless the related Stock Incentive Award otherwise provides,
by its terms or by implication, prior to or as soon as practicable
after the end of each calendar year the Committee will review with
each Participant his or her achievement of the related performance
goals and will specify the number of Stock Incentive Units which
have been earned for that year by the Participant.

<PAGE>
Section 7. Payments Under The Plan.

(a) Right to Payment of Earned Stock Incentive Units. A
Participant shall be entitled to receive payment for an awarded
Stock Incentive Unit in a given year of the Incentive Period only
if such Stock Incentive Unit shall have been earned under the
provisions of Section 6(d). Except as provided under Section 10
and Section 7(d) hereof, a Stock Incentive Unit, though earned,
only becomes vested (and, thus, ultimately payable) if the
Participant is employed by the Company on the last day of the year
of the Incentive Period in which the Participant could earn a
portion of the particular Stock Incentive Units awarded. All Stock
Incentive Units which do not become so vested shall be forfeited.
The Committee may, however, accelerate the earning and vesting of
any Stock Incentive Units awarded whether or not earned or vested,
if it determines in its sole opinion that such action is warranted.

(b) Time of Payment of Earned Stock Incentive Units. Payment
for Earned Stock Incentive Units which have been vested under
Section 7(a) and Section 7(d) shall, unless otherwise expressly
provided in the related Stock Incentive Award, be made in
accordance with the provisions of Section 8 hereof.

(c) Withholdings. There shall be deducted from all payments
any taxes required by an Federal, state, or local government to be
withheld and paid over to the government for the account of the
Participant.

(d) Special Provision for Vesting of Certain Earned Stock
Incentive Units. All Earned Stock Incentive Units earned by
Participants under Section 6(d) during the period from the
inception of the Plan in 1984 through 1991 ("Previously Earned
Units") will vest in four equal annual installments commencing in
1991 and not later than December 31 of each year thereafter. The
Participant must be employed by the Company on the date of an
installment in order to become vested in and be entitled to payment
with respect to the Previously Earned Units vesting on that date.
Notwithstanding the above sentence, in the event of (i) the death
of a Participant, (ii) the Disability, as defined in paragraph 5.A.
(or successor provision) of the Participant's severance letter
agreement with the Company (or, if the Participant is not then a
party to a severance letter agreement, under circumstances in which
payments under paragraph 5.A. [or any successor provision] of the
most restrictive severance letter agreement between the Company and
any employee [in terms of triggering the Company's obligation to
pay benefits to the employee] would become due and payable to the
Participant if he were a party thereto), of a Participant or (iii)
a Change of Control, except for a Change of Control consisting only
of the commencement of a tender offer, then all Previously Earned
Units which have not yet vested shall immediately become fully
vested and shall be paid in accordance with the provisions of
<PAGE>
Section 8 of the Plan(or Section 10 of the Plan in the case of a
Change of Control).

Section 8. Deferral Provisions.

(a) Filing of Election Form. Under the Plan, a Participant
must elect to defer payment of any amounts earned under the Plan by
providing the Company with a written Election Form, a copy of which
is attached hereto as Exhibit A (the "Deferral Election Form"),
prior to the commencement of the Incentive Period which the
Committee uses as a basis for determining what portion of the
particular annual installment of his Stock Incentive Award may be
earned. For example, if a Participant were to elect to defer
payment of Stock Incentive Units which would be deemed to be earned
on December 31, 1990, the Election Form must be received by the
Company prior to January 1, 1990.

(b) Payment of Amounts Deferred Under the Plan. Payment of
a Participant's deferred Stock Incentive Units or of a
Participant's "Cash Account" (as defined in Section 8(d) below)
shall be made, or commence, on the Deferred Payment Date specified
by the Participant in his Deferral Election Form, provided such
date is after his termination of employment. Prior to his
termination of employment, a Participant shall specify on his
Deferral Election Form whether the Stock Incentive Units which are
Earned Stock Incentive Units at the termination of his employment
shall be credited to a deferred account as Stock Incentive Units or
as part of his Cash Account.

(c) Earned Stock Incentive Units Credited as Stock Incentive
Units. The following provisions shall apply to a Participant who
has elected to have his Earned Stock Incentive Units at termination
of employment credited to a deferred account as Stock Incentive
Units:

(i) Lump Sum Payment. In the event lump sum payment has
been elected, payment shall be made as soon as possible (but
in no event more than 60 days) after the Deferred Payment Date
specified by the Participant. Deferred payments shall be made
in cash. For purposes of determining the amount of cash
payments, the Fair Market Value of a Share on the Deferred
Payment Date shall be used.

(ii) Installment Payments. If a Participant has elected
to be paid his deferred Earned Stock Incentive Units in up to
ten equal annual installments commencing on the Deferred
Payment Date specified by him, the first installment shall be
paid in cash, as soon as practicable (but in no event more
than 10 days) after the Deferred Payment Date specified by
him. The second installment shall be paid on the twentieth

<PAGE>
day of January of the year following the year in which the
first installment payment was made. Additional installments,
if any, shall be paid on each January 20th thereafter until
the Participant's account has been settled in full. For
purposes of determining the amount of any cash payments, the
Fair Market Value of a Share on the Deferred Payment Date
shall be used for the first installment and for each
subsequent installment, the Fair Market Value of a Share on
the January 15th immediately preceding the January 20th
installment payment date shall be used.

(d) Earned Stock Incentive Units Credited as Cash. Under the
Plan, except as otherwise provided in this Section 8(d), a
Participant may elect to have all or any portion of his Earned
Stock Incentive Units converted to cash at any time and from time
to time prior to termination of employment, and on the date of
termination of his employment as provided in Section 8(b) hereof
(collectively and individually the "Conversion Date(s)") and held
in his deferred account as cash (the "Cash Account"). Once Earned
Stock Incentive Units have been credited to a Participant's Cash
Account, no portion of such Cash Account may thereafter be
reconverted into or credited as Stock Incentive Units. The amount
credited to a Participant's Cash Account on a Conversion Date shall
be equal to the value of the Participant's Earned Stock Incentive
Units so converted on the Conversion Date based on an amount equal
to the closing sales price on the New York Stock Exchange Composite
Transaction Tape, on the Conversion Date, of Common Shares of DPL
Inc. The Company shall pay interest on funds credited to a
Participant's Cash Account at a rate equal to the average yield of
the annualized AA utility bond average as published in Moody's Bond
Survey for the preceding quarter, and shall credit such interest
quarterly. If a Participant has elected to have his Cash Account
paid, upon termination of employment, in a lump sum payment or in
equal annual installments, the date on which a lump sum payment
shall be paid or the date on which installment payments shall be
paid shall be the same as provided in Section 8(c)(i) and (ii) for
payment of Earned Stock Incentive Units deferred as Stock Incentive
Units. The foregoing to the contrary notwithstanding, if, prior to
termination of employment, a Participant elects to convert Earned
Stock Incentive Units to cash and, following such conversion, if
the Fair Market Value of such Participant's Earned Stock Incentive
Units on such Conversion Date would be less than such Participant's
"Threshold Amount" (as defined below), then the number of Earned
Stock Incentive Units converted to cash shall be reduced so that
the Fair Market Value of such Participant's Earned Stock Incentive
Units on such Conversion Date shall equal the Participant's
Threshold Amount. The Participants' Threshold Amounts are as
follows:
<PAGE>

Executive Threshold Amount

Chief Executive Officer of
DPL Inc. Four Times Annual Base Salary

Chief Executive Officer of DP&L;
DP&L Executives in Charge of
Service and Power Plant Functions Three Times Annual Base Salary

All Other Executives Two Times Annual Base Salary

"Annual Base Salary" shall be computed before deduction for any
deferred compensation or other employee deferrals.

(e) Early Payment. Subject to Section 10, a Participant may
in no event receive a distribution of all or a portion of amounts
of cash or Earned Stock Incentive Units credited to his accounts
prior to the time that the Participant elected to receive such
amounts pursuant to Section 8(a). Notwithstanding the foregoing,
the Committee may, upon receiving a written request from the
Participant and determining that a distribution is in the best
interest of the Company and the Participant taking into account the
financial condition of each, distribute all or a portion of the
deferred compensation credited to the Participant's account.

(f) Lack of Stock Exchange Listing. In the event that the
Shares cease to be listed on the New York Stock Exchange, then all
Earned Stock Incentive Units shall be converted into cash, on the
date that the Shares cease to be so listed, in an amount equal to
the Fair Market Value of the Participants' Earned Stock Incentive
Units on such date (the "Conversion Price"). In the event the
Shares cease to be so listed as a result of a Change of Control,
the Conversion Price shall be the higher of (i) the Fair Market
Value, or (ii) the closing sales price on the New York Stock
Exchange--Composite Transaction Tape, on the date the Shares cease
to be so listed. The account of each Participant shall be credited
with an amount of cash equal to the Conversion Price of the Earned
Stock Incentive Units credited to his account, and the Company
shall pay interest on such account balance at an annual rate equal
to the average yield of the annualized AA utility bond average as
published in Moody's Bond Survey for the preceding quarter, and
shall credit such interest quarterly. If the amount payable to a
Participant under this Section 8(f) is higher than the amount
payable to such Participant under Section 10(b) hereof, then the
amount payable under this Section 8(f) shall be made.

<PAGE>
Section 9. Master Trust.

A. Initial Transfers, Participant's Account. The Company has
secured the performance of its obligations to Participants under
this Plan by establishing and funding a master trust (hereinafter
the "Master Trust") in such amounts of cash and/or Shares as the
Company has determined to be equal to the value of a participant's
Earned Stock Incentive Units, or other currently vested or earned
benefits under the Plan ("Initial Transfer"). The Master Trust is
governed by the terms of an Amended Master Trust dated January 1,
1991, pursuant to which each Participant has been assigned separate
accounts as a mechanism for measuring the potential benefits which
may be distributed in the future.

B. Successive Transfers. On each successive quarterly
anniversary date of the date of the Initial Transfer, the Company
shall transfer such amounts of cash and/or Shares as it shall
determine to be equal to the value of benefits of Participants
under the Plan which benefits have vested or have been earned
(i.e., all Earned Stock Incentive Units) during the immediately
preceding three (3) month period.

C. Title to Funds. DP&L shall retain beneficial ownership of
all assets transferred to the Master Trust and such assets will be
subject to the claims of DP&L's creditors. No Participant or
beneficiary has or will have any property interest in the assets
held in the Master Trust or in any other specific asset of the
Company.

Section 10. Change of Control.

(a) Automatic Transfer of Authority. Any and all authority
and discretion which is exercisable by the Committee, or the CEO,
as heretofore or hereafter described in the Plan, shall
automatically be transferred to the Trustees of the Master Trust in
the event of a Change of Control.

(b) Acceleration Upon Change of Control. Upon the subsequent
termination of the Participant's employment for any reason at any
time after a Change of Control, except for a Change of Control
consisting only of the commencement of a tender offer, any and all
awarded Stock Incentive Units (other than to the extent related to
a completed Incentive Period for which the determination of the
number of Earned Stock Incentive Units has already been made; and
not to exceed the number of Stock Incentive Units comprising the
target award under the applicable Stock Incentive Award regardless
of the potential to earn more than such target award if and as
provided in such Stock Incentive Award) shall be deemed to be
Earned Stock Incentive Units and, notwithstanding any other
provision of this Plan, any Stock Incentive Award or any
installment election by the Participant to the contrary, all Earned
Stock Incentive Units (including, without limitation, Previously

<PAGE>
Earned Units), and a Participant's entire Cash Account, including
all accrued interest therein, shall be immediately payable to the
Participant in a lump sum in cash in an amount equal to the higher
of (i) an amount based on the higher of the closing sales price on
the New York Stock Exchange--Composite Transaction Tape on the date
of termination or the date on which a Change of Control occurs,
whichever is greater, of Common Shares of DPL Inc. , or (ii) the
amount payable to a Participant under Section 8(f).

(d) Funding of Master Trust. Upon a Change of Control, the
Company shall immediately transfer to the Master Trust an amount of
cash which, when combined with the other assets of the Master Trust
contributed or accruing thereto under or by reason of Section 9
hereof, are equal to the value of benefits of Participants under
the Plan (i.e., the value of all Earned Stock Incentive Units)
accrued through the date of occurrence of the Change of Control
event, determined after application of Section 10(b), and by
assuming that all Stock Incentive Units previously awarded have
become Earned Stock Incentive Units.

Section 11. Notices.

Any notice, election or any request required or permitted
hereunder, which is to be mailed or requested from the Secretary or
the CEO of the Company, shall be delivered or mailed, postage
prepaid, as follows:

(a)Prior to a Change of Control, to the Corporate Secretary
of the Company at:

The Dayton Power and Light Company
MacGregor Park
1065 Woodman Drive, P.O. Box 1247
Dayton, Ohio 45432
Attention: Corporate Secretary

(b) After a Change of Control, to the Trustees at:

Trust Department
Bank One, Dayton, NA
Kettering Tower
Dayton, Ohio 45401

The Company or Trustees may from time to time change their
addresses for receipt of notices by giving notice of such change to
the Participants, but no such change shall be deemed to be
effective until notice thereof is actually received by the
Participant to whom it is directed.

<PAGE>
Section 12. Conditions Upon Awards and Payments.

No provision of the Plan or any Stock Incentive Award shall be
binding upon the Company or enforceable against the Company to the
extent that it would cause the Company not to comply with all
relevant provisions of state and federal law.

Section 13. No Right to Employment.

Nothing in the Plan shall confer upon any Participant or other
eligible employee the right to continue in the employment of the
Company or affect any right the Company may have to terminate the
employment of any Participant or other eligible employee.

Section 14. No Rights as Shareholders.

Participants who receive Stock Incentive Awards under the Plan
shall have no rights as shareholders of the Company as a result
thereof.

Section 15. Non-Uniform Determinations.

The Committee's determination under the Plan (including,
without limitation, its selection of Participants to receive Stock
Incentive Awards, the length of Incentive Periods, and the amount
of timing of awards) need not be uniform, and may be made by it
selectively among persons who receive, or are eligible to receive
Stock Incentive Awards under the Plan, whether or not such persons
are similarly situated.

Section 16. Non-Transferability.

Neither a Participant, nor his beneficiary, nor any other
individual shall have any right by way of anticipation or otherwise
to alienate, sell, transfer, assign, pledge, charge or otherwise
dispose of any benefits which may become payable under this Plan,
prior to the time that payment of any such benefit is made, and any
attempted anticipation, alienation, sale, transfer, assignment,
pledge, charge, or other disposition shall be null and void.
Furthermore, to the extent permitted by law, none of the benefits
payable under this Plan shall be subject to the claim or legal
process of the creditors or the Participant, or his beneficiary.

Section 17. Adjustments Upon Changes in Capitalization.

In the event of a change in outstanding Shares by reason of a
Share dividend, recapitalization, merger, consolidation, splitup,
combination or exchange of share, or the like, the number of Stock
Incentive Units allocated to a Participant's account shall be
adjusted by the Committee (whose determination in each case shall
be conclusive) to give effect as may be appropriate to any increase

<PAGE>
or decrease in the number of issued and outstanding Shares as a
result thereof.

Section 18. Interpretation and Amendment.

This Plan will be administered by the Committee. The decision
of the Committee with respect to the administration or
interpretation of the Plan will be final and binding. The
Committee reserves the right, prior to a Change in Control, to
modify or terminate the Plan; provided, however (i) no modification
shall affect an election to defer payments already in effect for
the current calendar year or any preceding calendar year, and (ii)
following a Change of Control the Committee's discretion will be
exercised by the Trustees of the Master Trust; provided further
that the Trustees shall have no authority to terminate the Plan.

Section 19. Gender and Number.

Except when indicated by the context, any masculine
terminology used herein shall also include the feminine, and the
use of any term herein in the singular may also include the plural.

Section 20. Choice of Law.

This Plan shall be construed, rendered and governed by the
laws of the State of Ohio.

<PAGE>
EXHIBIT A

THE DAYTON POWER AND LIGHT COMPANY

MANAGEMENT STOCK INCENTIVE PLAN

DEFERRAL ELECTION FORM

Instructions:

This Election Form relates to Stock Incentive Units deferred
pursuant to the Management Stock Incentive Plan (the "Plan").
Under the Plan, deferred Stock Incentive Units are credited to a
Participant's Account in a Master Trust created by DP&L.

1.Crediting of Stock Incentive Units (Check one).

_____I request that my Earned Stock Incentive
Units on termination of employment be credited
as Stock Incentive Units.

_____I request that my Earned Stock Incentive
Units on termination of employment be credited
to my Cash Account.

2.Payments. Payments shall be made from the Plan as
follows (check one):

a. ___lump sum payment.

b. ___annually over a period of up to ten years.
(Specify number of years _______)

Upon my death (check one):

___payments to my beneficiary shall continue or
commence in the same method to be paid to me
as elected above.

___payments are to be made to my beneficiary in a
lump sum.

<PAGE>
DESIGNATION OF BENEFICIARY

In the event of my death all payments required to be made
under the Plan shall be made to the following person:

Name of designated
beneficiary: ___________________________________

Address of designated
beneficiary: ___________________________________

___________________________________

If the above-designated beneficiary does not survive me,
payments will be made to the following successor beneficiary (or to
my estate on failure to designate otherwise):

Name of designated
beneficiary: ___________________________________

Address of designated
beneficiary: ___________________________________

___________________________________

___________________________________
Signature

___________________________________
Date

This Election Form was received by the Secretary of the
Company on ______________________.

___________________________________
Secretary

<PAGE>
Exhibit 13

Setting The Direction
(see appendix for artwork description)
Our People Making It Happen
(see appendix for photo description)
Neighbors Working Together
(see appendix for artwork description)
1993 Annual Report
(see appendix for artwork description)
Performing Responsibly

[cover]
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DPL Inc.

DPL Inc. was formed in 1986 as a holding company. Its principal
subsidiary is The Dayton Power and Light Company ("DP&L"). DP&L sells
electricity and natural gas to residential, commercial, industrial and
governmental customers in a 6,000 square mile area of West Central
Ohio, and employs over 3,100 people. Electricity for DP&L's 24 county
service area is generated at eight power plants and is distributed to
464,000 retail customers. On a wholesale basis, electric energy is
supplied to 12 municipalities. Natural gas service is provided to
286,000 customers in 16 counties. DP&L also provides steam service to
200 customers in downtown Dayton for heating and industrial processing.

The corporate offices of DPL Inc. are located at Courthouse Plaza
Southwest, Dayton, Ohio 45402 (513) 224-6000

DP&L Service Area
(see appendix for description of artwork)

About This Report
The interests of shareholders, employees and the community are all
interrelated. These relationships are guided by the Board of Directors
and Management setting the direction and creating the strategies.
Those strategies are fulfilled by our employees making it happen and
working together with the community. Performing responsibly in all
these areas leads to greater value for the shareholder.

Contents
Setting The Direction..........................2-5
Our People Making It Happen....................6-9
Neighbors Working Together...................10-12
Financial Review..........................13,15-16
Financial & Statistical Summary.................14
Financial Statements & Notes.................17-27
Corporate Information...........................28

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FINANCIAL AND OPERATING HIGHLIGHTS
1993 1992 % change
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<S> <C> <C> <C> <C>
Financial Performance:
Return on shareholders' equity . . . . . . . . . . . . . . % 13.7 13.0
Earnings per share of common stock . . . . . . . . . . . . $ 1.42 1.34 6
Dividends paid per share . . . . . . . . . . . . . . . . . $ 1.12 1.08 4
Return on total capital . . . . . . . . . . . . . . . . . . % 11.0 11.2
Market value per share at December 31 . . . . . . . . . . . $ 20-5/8 19-3/4 4
Book value per share at December 31 . . . . . . . . . . . . $ 10.51 9.75 8
Total electric and natural gas revenues (millions). . . . . $ 1,146.4 1,013.1 13
Taxes per share . . . . . . . . . . . . . . . . . . . . . . $ 1.95 1.72 13
Number of common shareholders . . . . . . . . . . . . . . . 53,275 54,023 (1)
Cash provided by operating activities (millions) . . . . . $ 235.3 173.3 36

First Mortgage Bond Ratings:
Duff & Phelps, Inc. . . . . . . . . . . . . . . . . . . . AA- A+
Moody's Investors Service . . . . . . . . . . . . . . . . A2 A2
Standard & Poor's Corporation . . . . . . . . . . . . . . A A

Capital Investment Performance:
Construction additions (millions) . . . . . . . . . . . . . $ 88.9 59.0 51
Construction expenditures paid from
internal funds . . . . . . . . . . . . . . . . . . . . . % 100 100

DP&L Operating Performance:
Electric--

Average price per kWh-retail and
wholesale customers (calendar year) . . . . . . . . cents 6.07 5.69 7
Fuel efficiency--
Heat rate--Btu per kWh . . . . . . . . . . . . . . . 9,793 9,766 -
Industry average . . . . . . . . . . . . . . . . . . 10,340 10,322 -
Fuel savings (millions) . . . . . . . . . . . . . . . $ 12.0 11.7 3
System peak load--MW (calendar year) . . . . . . . . . . 2,765 2,559 8
Reserve margin--capacity relative to peak load . . . . . % 9.1 17.9

Gas--
Average price per MCF--retail customers
(calendar year) . . . . . . . . . . . . . . . . . . . . $ 5.42 4.36 24
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DPL Inc. 1993 Annual Report - 1
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Setting
The Direction

A new era of competition, regulatory change and
business restructuring is proceeding at an accelerated
rate. As elected representatives of all shareholders,
your Board of Directors will continue to set the
direction for the Company in this rapidly changing
environment. The corporate governance process,
established more than a decade ago, defines the
Company's long-term business strategy that ensures a
fair rate of return for our shareholders, while
achieving industry-leading productivity and quality
service for our customers.

DPL Inc.'s Board of Directors has the primary responsibility of ensuring
the long-term success of the corporation and balancing the needs of both the
shareholders and customers. This is accomplished through the well-defined
structure of the committees highlighted below, as well as the high level of
commitment that each board member has to help shape the right decisions and to
take the necessary actions. The strong, independent composition of the Board
and the diversity of its members provide the leadership that keeps DP&L's
performance at the forefront of the industry.

Finance and Audit Review Committee

DPL Inc.'s actions have resulted in a solid financial foundation and
industry-leading financial performance in 1993. The Finance and Audit Review
Committee oversees the corporate financial plans and recommends policies and
actions that ensure these achievements. This committee also establishes the
corporate environment in relation to fiscal accountability and internal
controls. In addition, it acts as the communications link between our
independent auditors, the Board of Directors and the Company's internal
auditors.

Compensation and Management Review Committee

Development of corporate goals and reviewing the performance of officers
and key management employees at DPL Inc. is the primary focus of this
committee. Consisting entirely of

Robert J. Kegerreis
Ernie Green
Jane G. Haley
James F. Dicke, II

DPL Inc. 1993 Annual Report - 2
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outside, non-employee members of the Board of Directors, this committee
establishes the overall compensation plans for officers and directors,
including performance-based incentive plans.

Executive Committee

Setting the direction for the Company's long-range strategic planning and
executive management development are the critical functions of the Executive
Committee. This committee is also involved in developing the organizational
structure to best achieve corporate objectives. Members are also on standby--
ready to respond immediately in the event of an emergency that requires
immediate action.

The non-employee members of this committee form the nominating committee
for the Board of Directors. The committee identifies and screens candidates
with the best overall qualifications and accomplishments. Selection is made
without regard to race, gender or religious affiliation and on the basis of the
individual's ability to make a significant contribution to the responsible and
profitable conduct of DPL Inc.'s business.

Community and External Relations Committee of The Dayton Power and Light
Company

Ensuring that the proper relationships between the Company and its many
constituents-- shareholders, customers, governmental agencies, elected
officials and the media-- remain strong is the key role of the Community and
External Relations Committee. With DP&L's continuing focus on customer
service, this committee plays a vital role in establishing new directions and
customer programs. In 1993, two new economic development programs and a
number of new scholarship programs were approved, further enhancing the
customer and community efforts of the Company.

Burnell R. Roberts
Thomas J. Danis
W August Hillenbrand

Directors

Thomas J. Danis (1)
Formerly Chairman and Chief Executive Officer,
The Danis Companies, Dayton, Ohio

James F. Dicke, II (2) (3)
President, Crown Equipment Corporation,
New Bremen, Ohio

Peter H. Forster (1) (3) (4)
Chairman, President and Chief Executive Officer, DPL Inc.
Chairman, DP&L, Dayton, Ohio

Ernie Green (1) (4)
President and Chief Executive Officer,
Ernie Green Industries, Dayton, Ohio

Jane G. Haley (1) (4)
President, Gosiger Inc., Dayton, Ohio
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Allen M. Hill (1) (4)
President and Chief Executive Officer,
DP&L, Dayton, Ohio

W August Hillenbrand (1) (4)
President and Chief Executive Officer,
Hillenbrand Industries, Batesville, Indiana

Robert J. Kegerreis (1) (2) (3)
President Emeritus, Wright State University,
Dayton, Ohio

Burnell R. Roberts (2) (3)
Formerly Chairman and Chief Executive Officer,
The Mead Corporation, Dayton, Ohio

All Directors of DPL Inc. are also Directors of DP&L.
1993 Committee Assignments:
DPL Inc. - Finance and Audit Review (1)
Compensation and Management Review (2)
Executive (3)
DP&L - Community and External Relations (4)

DPL Inc. 1993 Annual Report - 3
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Creating
The Strategies:

DPL Inc.'s management challenge is to maintain our position as a
Company which represents a low risk financial investment for our
shareholders in an increasingly competitive and higher risk industry
while providing superior total returns.

Peter H. Forster Allen M. Hill
Chairman & CEO, DPL Inc. President & CEO, DP&L
(see appendix for photo (see appendix for photo
description) description)

To Our Shareholders:

DPL Inc. stands uniquely positioned as one of the top energy companies in
the nation, dedicated and prepared to meet the challenges of the future. In
1993, contributions from our employees in every area combined to build on the
strong foundation to position your Company as a major competitive force in a
changing energy environment.

Industry leading financial performance set new records in 1993. DPL Inc.
achieved solid financial results in this year of unprecedented, industry-wide
change. Earnings improved to $1.42 per share, from $1.34 per share in 1992.
Return on shareholders' equity was 13.7%. Our market-to-book ratio of 196% is
among the top ten in the nation for energy companies, demonstrating exceptional
value. And, the price of DPL Inc. common stock reached an all-time high, with
total return, including reinvested dividends, of 160% over the last five
years. This compares to an industry average return of less than 70%.

In February, we demonstrated our commitment to provide the best current
return for you, our shareholders, by increasing the annual dividend by 5.4%, or
6 cents per share, representing the seventh annual increase in the last eight
years. Cash flow is expected to continue to improve over the next several
years, with our modest capital program and improved earnings quality. Earnings
and dividends are expected to increase as the economy in West Central Ohio
grows and we continue to hold the line on costs.

For the second consecutive year, the credit rating of The Dayton Power and
Light Company was upgraded in an industry that saw many downgrades in 1993.
The senior debt is now rated "AA-" by Duff & Phelps. This is a return to a
level of credit worthiness last achieved by DP&L over twenty years ago. DP&L
is one of only a handful of utilities whose debt ratings are trending upward in
this new, more competitive business environment.

In 1993, DP&L completed the largest financing program in its history. More
than 75% of the Company's one billion dollars of outstanding long-term debt was
affected. The program reduced the average cost of long-term debt to just under
8.0%, representing savings of approximately $8 million per year for many years
to come. Future financial risk was also minimized by the extension of average
maturities from fourteen years to nearly twenty-eight years.

DP&L received high marks in 1993 for its performance. The efficiency of
our generating plants, measured by heat rate, ranked third best in the nation
in 1992, our

DPL Inc. 1993 Annual Report - 4
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highest ranking ever. Heat rate, which is the amount of energy it takes to
produce one kilowatt of electricity, was 9,793 Btu/kWh in 1993. Our efficiency
has been among the best in the industry historically, with top ten status in
nine of the last ten years.

Combined high levels of efficiency and productivity keep our energy prices
low and save customers millions of dollars every year. Over the last five
years, our performance has saved customers a combined total of more than
$145 million. In this competitive environment, operating a generating system
which is consistently reliable and efficiently managed to meet customer needs
at all times is vital to our future success. When we hit an all-time electric
usage peak of 2,765 MW last July, we demonstrated our ability to meet the
challenge and had every unit on-line to provide the necessary energy for our
customers.
In our Customer Service areas, we continue to actively manage operations
and are seeing the results of our aggressive customer programs. All of our
vital service results and comparisons reflected a successful year for our
customer service team.

Significant progress was made in 1993 to meet the energy needs of West
Central Ohio in an environmentally safe and competitively priced manner. Our
long-term energy and environmental plans were approved by the Public Utilities
Commission of Ohio and in cooperation with many other parties involved in the
proceedings. The implementation of these plans will be accomplished with lower
amounts of capital provided entirely by internally generated funds. This
strategy, in turn, will make our energy prices even more competitive.

Our efforts and planning over the last decade have built financial
strength, operational excellence and a strong commitment to customer service.
This is what differentiates DPL Inc. from the rest of an increasingly
competitive energy industry. These accomplishments will ensure a fair rate of
return for the shareholder while providing quality service and competitive
prices to every customer as we continue to build upon our strengths.

As a final note, Dr. Robert J. Kegerreis will be retiring as a Director
after the Annual Meeting of Shareholders in April. Dr. Kegerreis has served as
a Director since 1975, making significant and lasting contributions during the
most challenging and successful period of your Company's history. We offer our
sincere appreciation to Dr. Kegerreis on behalf of all of our Shareholders,
Directors, Customers and Employees and wish him well in his future endeavors.
His wisdom and leadership will be greatly missed.

PETER H. FORSTER
Peter H. Forster
Chairman & CEO,
DPL Inc.

Return On Shareholders' Equity
Percent
(see appendix for graph description)

Earnings Per Share
Dollars
(see appendix for graph description)
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Dividends Per Share
Dollars
(see appendix for graph description)

Total Return--Five Year
Average Annual Return
Percent (with reinvested dividends)
(see appendix for graph description)

DPL Inc. 1993 Annual Report - 5
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Our
People
Making It
Happen

Our employees are dedicated to achieve the results that are
necessary for us to compete through the balance of this decade
and beyond. Our primary goals are to remain a low cost energy
producer, provide top level quality customer service and
competitive prices, and develop and implement plans which
increase shareholder value. Through these efforts we will
achieve the financial success for you our shareholder and stand
apart as a leader in the energy industry.

Our outstanding 1993 results demonstrated the exceptional and dedicated
efforts of our employees. Rankings in the top ten nationally for the
efficiency and productivity of our generating facilities distinguishes us as
industry leaders once again.

We developed and implemented plans that successfully manage changing
regulatory and legislative requirements. Financial achievements in 1993
included a major debt refunding program that significantly reduced the cost of
debt and lessened future financial risk.

The performance of DP&L's generating facilities continues to be among the
best in the utility industry. A compelling example of our outstanding record
of successful operations is in power plant efficiency. Our system heat rate, a
measure of the amount of energy it takes to produce one kilowatt of
electricity, was 9,793 Btu/kWh, substantially better than the industry average
of 10,340 Btu/kWh. This performance ranked third in the nation, the highest
ranking ever achieved by the Company and the ninth time in the last decade that
we have been rated in the top ten. High operational standards and planning
ahead contributed to the exceptional reliability of our generating units in
1993. DP&L units achieved an equivalent forced outage rate ("EFOR") of 4.9%,
compared to the industry average of 7.2%. EFOR measures the amount of time
that an unplanned outage occurs at a generating unit when its capacity is
needed by customers.

High levels of efficiency and productivity contribute to competitive
prices. Over the last five years, performance in these areas has saved our
customers more than $145 million. In July, our customers consumed more energy
than in any single month in our history. Setting an all time peak for electric
usage of 2,765 MW, we surpassed our previous peak of 2,730 MW, set in July
1991.

Customer service continues to exceed expectations and set new standards for
success. A strong emphasis placed on superior performance in fundamental areas
is the foundation of our competitive strength. Overall customer satisfaction
with our service measured a strong 96% in 1993. Appointments kept was higher
than 99%, phones answered topped 96%, and meters read

Heat Rate
BTU/kWh
(see appendix for graph description)

DPL Inc. 1993 Annual Report - 6
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was more than 94%. These results prove that we're there when our customers
need us, consistently delivering one of the best energy products to be found
anywhere.

DPL Inc. achieved its financial goals in 1993, as the West Central Ohio
economy continued to outperform Ohio and the nation as a whole. Earnings
increased to $1.42 per share. Return on shareholders' equity was 13.7% in 1993
versus 13.0% last year. Key factors included area unemployment rates that
measured consistently below 6% for the year, well below the state and the
nation, and steady growth in sales to business customers. In addition, a
return to more normal weather and careful management of costs also contributed
to our strong and improved financial results.

We will continue to make aggressive contributions to the development of our
customer base and promote the strengths of West Central Ohio. DP&L has been
successful in developing and implementing effective programs, helping to create
over 53,000 jobs since 1986. TargetSearch, a new program in 1993, assists area
communities in matching their strengths with compatible industries from all
over the country. Aimed at attracting new businesses, TargetSearch is an
effective development tool to help the communities we serve grow and prosper.
Economic development will continue to be a vital component of our long-term
competitive strategy.

WorkSmart, another new economic development program, and the first of its
kind, was also unveiled in 1993 and is designed to link energy efficiency with
job growth. With this program, DP&L business and governmental customers who
create new jobs receive a credit based on their monthly electric bill. By
creating at least ten new jobs, customers will receive a credit of up to 20% of
their electric bill. Accumulated credits can then be used to pay for projects
that increase each company's energy efficiency and productivity. Credits vary
based on the number of jobs created by both new and existing business and
governmental customers.

Over the past year we continued to strengthen the commitment of our
demand-side management ("DSM") program. This unique program is a key part of
our long-term energy resource strategy and helps us reach out to thousands of
customers to provide individualized energy services. By offering energy
conservation

Caption to photo:
Committed to providing reliable service, DP&L employees work through
potentially hazardous conditions to Make it Happen. DP&L service
restoration people provide immediate action to outages and ensure quick
response during storm situations.
(see appendix for photo description)

Caption to photo:
Company-sponsored programs encourage and promote a healthy lifestyle,
resulting in long-term benefits for employees and enhanced job performance
for our customers.
(see appendix for photo description)

DPL Inc. 1993 Annual Report - 7
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programs, we're helping to inform customers about how to use energy wisely.
Since inception, our initiatives have been highly successful with over twenty
programs in place and more than 125,000 participants.

Our state-of-the-art Energy Resource Center is designed to further
complement our extensive customer programs. The Center showcases the latest in
energy saving technology. Major areas include lighting, home and business
applications and a comprehensive Energy Workshop and Resource Library. In
addition, this unique center is home to all of our DSM programs and provides
hands-on information about the best energy values. As a result, our customers
can make informed energy choices that can add to the quality and comfort of
their business and personal lifestyles and save money in the long term.

Remaining competitive and meeting customer energy requirements includes
planning for future energy requirements. DP&L's Integrated Resource Plan
("IRP"), approved by the Public Utilities Commission of Ohio ("PUCO") this
year, outlines the future mix of supply-side and customer programs. Our plans
include continuing customer energy programs, operating our generating
facilities at high levels of productivity and efficiency and adding a small
number of peaking units as needed by our customers. These new peaking units
will be clean, dual-fired, combustion turbines that can burn natural gas and
low sulfur fuel oil. Because of their small size, the units can be built
relatively quickly and brought on-line economically, providing the flexibility
needed to efficiently meet the increasing energy demands of our customers.

The Company's Clean Air Act Compliance Plan was also approved by the PUCO
this year. DP&L's least cost strategy, which is also supported by our customer
programs, includes the continued use of low sulfur coal, a practice which DP&L
began over twenty years ago. The cost impact in Phase I, which will begin
January 1, 1995, is expected to be relatively small. Contracts for low sulfur
coal are in place and should not affect prices to customers by more than 1-2%.
Capital spending will primarily be for emissions monitors and low nitrogen
oxide burner technology and will be funded internally, allowing us to maintain
our competitive price position.

DP&L also completed the nation's first full-scale testing of an
environmental technology that reduces nitrogen oxide emissions. Working with
the Department of Energy, the Ohio

DPL Inc. 1993 Annual Report - 8
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Coal Development Office and eight other companies, DP&L showed that these newly
developed nitrogen oxide cell burners can cost-effectively reduce emissions
without any sacrifice of plant performance.

Significant steps were undertaken in 1993 to enhance the management of our
natural gas supply. The implementation, in 1993, of Federal Energy Regulatory
Commission Order Number 636 ("Order 636") significantly modified the structure
of the nation's interstate pipeline operations and shifted additional supply
responsibility to distribution companies such as DP&L. Through pipeline
acquisition and extensive diversification to five pipelines and over forty
natural gas supply sources, we have attained great flexibility in this new
environment. This flexibility provides the foundation for meeting the
requirements of Order 636. Supply choices, manageable exposure to transition
costs and storage provisions reduce the purchase risk of Order 636 and ensure
reliable and competitively priced natural gas for our customers.

Our new six year labor agreement further supplements the productive and
cooperative work environment at DP&L. The consultative working relationships
reinforced in this agreement continue to focus on productivity and team effort
while providing continuity to our compensation and manpower needs.

DP&L continues to strengthen its commitment to provide the finest training
possible, enabling employees to expand their knowledge and increase their skill
level. Through our Skills Enhancement Program, employees can further their
education and work toward a degree right at a DP&L work location. Working with
a local community college to offer a wide variety of educational opportunities,
this program is slated for expansion in 1994.

The people of Team DP&L demonstrate their commitment to shareholders, and
to all of West Central Ohio by giving their best, resulting in the excellent
accomplishments of 1993. It is this dedication that allows us to balance the
needs of all those we serve and to meet the challenges ahead.

Caption to photo:
DP&L's Energy Resource Center features the latest in energy saving
technologies for residential and business customers. The Commercial
Technology Center displays lighting and manufacturing choices available for
industrial applications. Kim Steel, Kyle King and Walt Hibner, Energy
Resource Center employees.
(see appendix for photo description)

Caption to photo:
Energy efficient lighting is one of the most effective ways to improve
energy value. This fluorescent bulb uses two-thirds less energy than a
standard incandescent bulb, representing real savings for residential
customers.
(see appendix for photo description)

Caption to photo:
The Meals-on-Wheels program is an example of how DP&L employees generously
offer their time to help the citizens of West Central Ohio.
(see appendix for photo description)

Caption to photo:
WorkSmart, the first program of its kind in Ohio, forms a direct
relationship between job growth and improved energy efficiency.
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Beginning with a comprehensive on-site evaluation, the program includes an
energy audit and recommendations. Shaffer Manufacturing Corp. is a
manufacturer of commercial baking mixers and participates in the program to
add jobs while earning credits towards energy efficient improvements.
Pictured here are Mike Serrer, Manager of the Sidney Customer Energy Center
and Mike Shaffer, President of Shaffer Manufacturing Corp.

Available to all business and governmental customers, WorkSmart is one way
we're Working Together to make West Central Ohio stronger.
(see appendix for photo description)

Caption to graph:
Consistently high customer satisfaction ratings demonstrate our
Company-wide commitment to customer service.

Customer Satisfaction
Percent
(see appendix for graph description)

DPL Inc. 1993 Annual Report - 9
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Neighbors
Working
Together

Dayton Power and Light and West Central Ohio enjoy a tradition
of partnership in finding unique solutions to difficult
challenges. Fundamental change in the energy industry has
introduced profound new challenges and opportunities. DPL Inc.
will continue to work for solutions that minimize potential
risks and increase the quality of life in West Central Ohio.

DP&L's long standing management philosophy to proactively develop
community, governmental and regulatory relationships has been a key to our
success. In the new, dynamic environment shaped by comprehensive regulatory
initiatives and competitive forces in the energy industry, successful solutions
will be reached together, and not in isolation.

The employees of Team DP&L continue to take a leadership role in responding
to the challenges of local communities throughout West Central Ohio. Over the
past year, more than 2,300 hours have been contributed to community service.
Employee participation in volunteer activities such as Meals-on-Wheels, the
United Way and the March of Dimes Walk-a-Thon and others benefit thousands of
area citizens. In addition, dozens of employees attended over 1,000 town and
village council meetings throughout our service area to make sure we are ready
to help. This type of community support is an essential part of West Central
Ohio's growth and development and strengthens the link between the Company and
all of our customers.

One of our greatest successes has been our role in the economic development
of West Central Ohio. Since 1986, DP&L has offered programs to give incentives
to our business and governmental customers who create new jobs, or to new
customers who locate in the area. This partnership with area commerce has
helped to generate over 53,000 jobs through new businesses or expansion of
existing businesses. United Retail Group, a distributor of women's clothing,
is a prime example of the level of success of these programs. In 1993 they
created over 150 jobs while participating in our Investment in Business
Program, and have plans to expand to 1,500 jobs. We now have an economy that
is widely diversified from its industrial intensive profile of the mid-1970's.

DP&L works comprehensively with large customers in the area to ensure that
their current and future energy needs will be met. Their ongoing presence is
crucial to the economic vitality of West Central Ohio and it is our goal to
support them in their own global business challenges. DP&L Energy Managers
work with each of these major customers to provide the latest in energy
technology for their business environment. This ensures that they receive the
best energy value to help them bring competitive products and services to the
market.

Wright-Patterson Air Force Base ("WPAFB") is one of the largest Air Force
bases in the world, and is an important national strategic and research site.
During the recent past, the

DPL Inc. 1993 Annual Report - 10
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Air Force Logistics Command and the Systems Command were merged, resulting in
the formulation of the Air Force Materiel Command with Headquarters at WPAFB.
As a result, Dayton is the world center for Air Force research and logistics
support.

In 1993, we worked extensively with WPAFB to supply compressed natural gas
for use as a vehicular fuel. This partnership will result in fuel cost savings
for WPAFB as well as reduced emissions from the use of cleaner natural gas
vehicles.

General Motors maintains its significant presence in the West Central Ohio
area. During 1993, General Motors invested $200 million in a new clear coat
paint line at a major assembly plant in the area. They have also recently
developed a new air bag production facility just north of Dayton. As a result,
approximately 250 employees have been added to GM's Dayton-based workforce, and
GM's future participation in the Dayton economy appears solid. DP&L assisted
General Motors in 1993 in identifying and implementing numerous energy savings
opportunities through comprehensive audits and demand-side management
programs. These efforts will result in significant and ongoing savings for
General Motors.

The northern corridor of our service area continues to make strong
contributions to the area economy as well. Home to Honda facilities and many
component manufacturers, this area has already experienced exceptional growth
and the outlook remains positive. Honda's Acura Division has announced that a
new 1996 Acura model will be built in the Honda East Liberty Plant. This both
strengthens Honda's commitment to our service area and provides the opportunity
for an increase in local supplier business with Honda.

The opening of "The Mall at Fairfield Commons" (the "Mall"), a new upscale
shopping mall, offers both a real and symbolic sign of the vitality of the West
Central Ohio economy. To facilitate the opening of the Mall, DP&L teams worked
side by side over the past few years with the Mall planners and businesses to
provide the complex with comprehensive electric and natural gas services to
meet the Mall's great energy requirements. The Mall contains over 1.2 million
square feet of shopping space, representing an investment of over $100 million
and the creation of more than 3,000 jobs.

Economic growth in the area has helped individual businesses to prosper and
has led to an abundance of quality of life enhancements.

Caption to photograph:
The "Mall at Fairfield Commons" represents more than 3,000 new jobs and
enhanced retail choices for Miami Valley residents. Pat Swanke, DP&L
Research Park Energy Center Manager and Chris Lavender, Manager of
Fairfield Commons, work together to ensure that the energy requirements of
the new mall are met.
(see appendix for photo description)

Caption to artwork and photograph:
DP&L works closely with state commissions and agencies to develop plans
that provide balanced solutions to the energy challenges of the future.
(see appendix for artwork and photo description)

Caption to photographs:
Major customers in our service area include General Motors, with several
important manufacturing and assembly facilities, and Wright Patterson Air
Force Base, world center for Air Force research and logistics support.
(see appendix for photo description)

DPL Inc. 1993 Annual Report - 11
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In addition to the convenience of new retail services, the cultural scene
is thriving throughout the Miami Valley. Performance centers such as the Fraze
Pavilion have brought top level music and drama attractions to our community.
Dayton Power and Light continues its partnership with the Arts groups in the
area to promote and make possible these important cultural and educational
opportunities.

An effective and productive relationship continues to exist between DP&L,
state regulatory officials and our local community representatives. This was
demonstrated in 1993 by successful agreements on the major issues involved in
our long term resource and environmental plans. The agreements represented the
combined efforts of a broad-based group of businesses, elected officials and
governmental agencies. The result of this cooperation is the best, most
cost-effective programs for our customers that will continue to provide a fair
return to our shareholders while reducing uncertainty and risk. As we move
towards future challenges and opportunities, we will work hard to continue to
enhance these relationships.

DP&L has a long-standing tradition of working with local schools, colleges
and universities in developing educational programs and providing opportunities
for area students. This tradition was further enhanced in 1993 with several
new programs. New scholarship programs were initiated at Maysville College,
and Wright State and Miami Universities, providing assistance for area students
for years to come. Our co-op program continues to be successful, highlighted
in 1993 by one of our co-op employees being named Ohio Student of the Year. In
addition, our Energy Conservation efforts assisting over 65 schools in 1993
were recognized by Ohio Governor George Voinovich.

As we look ahead to a future of rapidly increasing competitiveness, change,
and complexity, working together will be the key to getting the job done. We
remain committed to working with all of our neighbors to make West Central Ohio
a better place to work and live.

Caption to photograph:
The Fraze Pavilion exemplifies the vitality of Dayton area cultural
attractions, presenting top level entertainers and performances in a
splendid outdoor setting.
(see appendix for photo description)

Caption to artwork:
"Way-to-Go", the umbrella theme for our residential customer energy
programs, symbolizes the wide range of programs available to our customers
to help them make energy-efficient choices.
(see appendix for artwork description)

DPL Inc. 1993 Annual Report - 12
<PAGE>
<PAGE>
Financial Review

Average Price-Electric
Electric Sales Electric Revenues Calendar Year
GWH $ in millions cents/kWh
(see appendix (see appendix (see appendix
for graph for graph for graph
description) description) description)

Average Price-Gas
Gas Sales Gas Revenues Calendar Year
Millions of MCF $ in millions $/MCF
(see appendix (see appendix (see appendix
for graph for graph for graph
description) description) description)

Construction Costs Operating Expenses Capital Structure
$ in millions $ in millions $ in millions
(see appendix (see appendix (see appendix
for graph for graph for graph
description) description) description)

DPL Inc. 1993 Annual Report - 13
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
DPL Inc.
FINANCIAL AND STATISTICAL SUMMARY

1993 1992 1991 1990 1989
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
For the years ended December 31,
DPL Inc.: Return on shareholders' equity . . . . . . . % 13.7 13.0 11.0 14.7 15.2
Earnings per share of common stock . . . . . $ 1.42 1.34 1.15 1.49 1.45
Dividends paid per share . . . . . . . . . . $ 1.12 1.08 1.08 1.04 0.99
Dividend payout ratio . . . . . . . . . . . % 78.9 80.6 93.9 69.8 68.3
Net income (millions) . . . . . . . . . . . $ 139.0 138.8 119.2 153.0 136.4
Utility service revenues (millions) . . . . $ 1,151.3 1,017.3 995.6 945.5 956.3
Construction additions (millions) . . . . . $ 88.9 59.0 117.4 249.2 266.4
Market value per share at December 31 . . . $ 20-5/8 19-3/4 17-1/4 12-7/8 13-1/2

DP&L: Electric sales (millions of kWh)--
Residential . . . . . . . . . . . . . . . 4,558 4,260 4,571 4,125 4,321
Commercial . . . . . . . . . . . . . . . . 3,006 2,896 2,945 2,738 2,717
Industrial . . . . . . . . . . . . . . . . 4,089 3,938 3,949 3,958 3,774
Other . . . . . . . . . . . . . . . . . . 3,023 2,960 1,850 1,807 1,772
------ ------ ------ ------ ------
Total . . . . . . . . . . . . . . . . . 14,676 14,054 13,315 12,628 12,584

Gas sales (thousands of MCF)--
Residential . . . . . . . . . . . . . . . 28,786 27,723 26,594 25,486 29,917
Commercial . . . . . . . . . . . . . . . . 8,468 8,642 8,368 8,259 9,125
Industrial . . . . . . . . . . . . . . . . 3,056 4,914 6,014 5,934 6,670
Other . . . . . . . . . . . . . . . . . . 3,171 3,402 3,187 3,076 3,347
Transportation gas delivered . . . . . . . 13,401 10,811 8,494 8,093 7,252
------ ------ ------ ------ ------
Total . . . . . . . . . . . . . . . . . 56,882 55,492 52,657 50,848 56,311

At December 31,
DPL Inc.: Book value per share . . . . . . . . . . . . $ 10.51 9.75 10.38 10.31 9.84
Total assets (millions) . . . . . . . . . . $ 3,305.0 2,976.7 2,972.7 2,914.8 2,784.8
Long-term debt and preferred stock with
mandatory redemption provisions
(millions) . . . . . . . . . . . . . . . . $ 1,132.9 990.6 1,047.1 1,055.5 1,064.0

DP&L: First mortgage bond ratings--
Duff & Phelps, Inc. . . . . . . . . . . . AA- A+ BBB+ BBB+ BBB+
Moody's Investors Service . . . . . . . . A2 A2 A3 A3 A3
Standard & Poor's Corporation . . . . . . A A BBB+ BBB+ BBB+

Number of Shareholders
DPL Inc.: Common . . . . . . . . . . . . . . . . . . . 53,275 54,023 53,846 53,030 53,197
DP&L: Preferred . . . . . . . . . . . . . . . . . 1,873 1,969 2,034 2,100 2,166

</TABLE>

DPL Inc. 1993 Annual Report - 14

<PAGE>
<PAGE>
FINANCIAL REVIEW

The 1993 earnings are $1.42 per share, compared to earnings per share of
$1.34 in 1992 and $1.15 in 1991. The return on shareholders' equity was 13.7%
in 1993 compared to 13.0% in 1992 and 11.0% in 1991.

Electric revenues increased 11% in 1993 and 2% in 1992. Warm summer
temperatures contributed to the 4% sales increase. Implementation of the
second phase of the electric rate increase of 6.4% in January 1993 also
contributed to the increase in revenues. (See Financial Statement Note 2.) An
overall sales increase of 6% in 1992 reflected strong sales to other utilities
despite mild temperatures throughout the year.

Gas revenues increased 20% in 1993 due to significantly higher gas cost
rates. A 6.2% increase in base rates in March 1992 contributed to the
increased revenues. Gas sales increased by 3%. Gas revenues increased 1% in
1992 with lower gas cost rates offsetting increased weather-related sales of
5%.

In 1993, interest and other income included $6 million of interest income
associated with a federal income tax refund from the 1986-1988 audit period.

Operating and administrative expenses increased 17% in 1993 and decreased
6% in 1992. Included are redemption premiums and other refinancing costs of
$23 million in 1993 and $9 million in 1992. Maintenance expense increased 17%
in 1993 and decreased 16% in 1992 reflecting changes in the level of planned
maintenance programs on the Company's production and distribution equipment.
Operating, administrative and maintenance expenses are expected to stabilize in
1994.

Regulatory deferrals decreased in 1993 with the January implementation of
the second phase of DP&L's electric price increase. With this increase,
current prices reflect more cost recovery and reduce the deferral needed to
recognize the full revenue requirements of the phase-in plan. The phase-in
plan established a baseline return on equity of 13% (subject to upward
adjustment). In the event the return exceeds the allowed return by between one
to two percent, then one half of the excess return will be used to reduce the
cost of demand-side management programs, and any return that exceeds the
allowed return by more than two percent will be entirely credited to these
programs.

Allowance for Funds Used During Construction ("AFC") relating to the
William H. Zimmer Generating Station ("Zimmer") ceased upon its completion in
March 1991. Prior to this essentially all AFC related to Zimmer.

Total income taxes increased in 1993 and 1992 resulting from higher
pre-tax income. Additionally, in 1993, the corporate tax rate was increased to
35% as enacted by the Omnibus Budget Reconciliation Act of 1993, increasing
income taxes by $3 million.

Adopting Financial Accounting Standards Board Statement No. 109 resulted
in changes to the consolidated balance sheet. The increase in total assets is
due to an increase in deferred interest-Zimmer (see Financial Statement Note 2)
of $23 million and the recognition of income taxes recoverable through future
revenues of $260 million. Offsetting these assets were additional deferred tax
liabilities of $282 million.
<PAGE>
<PAGE>

Credit Ratings
In July 1993, the Company's bond and preferred stock ratings were raised
by Duff & Phelps, a credit rating agency. First mortgage bonds are now rated
"AA-" and preferred stock is rated "A+". This upgrade reflects the Company's
significantly improved financial performance and favorable qualitative credit
factors.

During the first quarter of 1992, the Company's bond, preferred stock and
commercial paper ratings were upgraded by three credit rating agencies. Bonds
were upgraded to "A2" by Moody's Investors Service, "A+" by Duff & Phelps and
"A" by Standard & Poor's. These upgrades reflect the positive outcome of the
Zimmer coal conversion project and rate settlement agreement. Each of these
bond ratings is considered investment grade.

<TABLE>
<CAPTION>
Income Statement Highlights
$ in millions except per share amounts 1993 1992 1991
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Electric Utility:
Revenues . . . . . . . . . . . . . . . . . . . . $899 $807 $788
Fuel used in production . . . . . . . . . . . . 225 219 235
--- --- ---
Net revenues . . . . . . . . . . . . . . . . 674 588 553
Gas Utility:
Revenues . . . . . . . . . . . . . . . . . . . . 245 204 201
Gas purchased for resale . . . . . . . . . . . . 156 118 130
--- --- ---
Net revenues . . . . . . . . . . . . . . . . 89 86 71
Interest and other income . . . . . . . . . . . . 26 22 19
Operating and administrative . . . . . . . . . . . 185 158 168
Maintenance of equipment and facilities . . . . . 90 77 92
Regulatory deferrals . . . . . . . . . . . . . . . (26) (59) (43)
Income taxes . . . . . . . . . . . . . . . . . . . 78 68 41
Net income . . . . . . . . . . . . . . . . . . . . 139 139 119
Earnings per share of common stock . . . . . . . . 1.42 1.34 1.15
Return on shareholders' equity . . . . . . . . . . 13.7% 13.0% 11.0%
</TABLE>

DPL Inc. 1993 Annual Report - 15
<PAGE>
<PAGE>
Construction Program and Financing
Construction additions were $89 million, $59 million and $117 million in
1993, 1992 and 1991, respectively. For the period 1994 through 1998, total
construction additions are projected to be $518 million with a total of
$109 million occurring in 1994. During this same period, a total of
$111 million will be required for sinking funds and mandatory redemptions for
preferred stock, bonds and notes.

During 1993, total cash provided by operating activities was
$235 million. At year end, cash and temporary investments were $82 million and
short-term borrowings were $25 million.

During late 1992 and early 1993, DP&L took advantage of favorable market
conditions to reduce its cost of debt and extend maturities through early
refundings. Overall, five new series of First Mortgage Bonds were issued,
aggregating approximately $766 million with an average interest rate of 7.9%.
The proceeds were used to finance the redemption of a similar principal amount
of debt securities with an average interest rate of 8.7%.

Issuance of additional amounts of First Mortgage Bonds by DP&L is limited
by provisions of its mortgage. At December 31, 1993, more than $500 million of
additional bonds could have been issued. The amounts and timing of future
financings will depend upon market and other conditions, rate increases, levels
of sales and construction plans.

DPL Inc. has a revolving credit agreement, renewable through 1998, which
allows total borrowings by DPL Inc. and its subsidiaries of $200 million. At
year end 1993, DPL Inc. had no borrowings outstanding under this credit
agreement. At December 31, 1992, DPL Inc. had $90 million outstanding under
the revolving credit agreement which was used to fund share purchases for DPL
Inc.'s Employee Stock Ownership Plan. These borrowings were repaid in January
1993 with the proceeds from the issuance of $90 million of DPL Inc. 7.83% Notes
due 2007. (See Financial Statement Notes 5 and 8.)

DP&L also has $97 million available in short-term lines of credit. At
year end, DP&L had $10 million outstanding from these lines of credit at a
weighted average interest rate of 3.68% and $15 million in commercial paper
outstanding at weighted average interest rate of 3.34%.

Issues and Financial Risks
As a public utility, DP&L is subject to processes which determine the
rates it charges for energy services. Regulators determine which costs are
eligible for recovery in the rate setting process and when the recovery will
occur. They also establish the rate of return on utility investments which are
valued under Ohio law based on historical costs. The utility industry is
subject to inflationary pressures similar to those experienced by other
capital-intensive industries. Because rates for regulated services are based
on historical costs, cash flows may not cover the total future costs of
providing services. Construction costs over the next five years average
$104 million annually which approximates the projected depreciation over the
same period.

The passage of the National Energy Policy Act allows the federal
government to mandate access by others to a utility's transmission system and
may accelerate competition in the supply of electricity.

<PAGE>
<PAGE>
In 1992, the Federal Energy Regulatory Commission ("FERC") issued Order
636 (the "Order") amending its regulations governing the service obligations,
rate design and cost recovery of interstate pipelines. In response to the
Order, the Public Utilities Commission of Ohio ("PUCO") has approved interim
guidelines for its implementation and is continuing efforts to examine the
Order's impact via round-table discussions. In 1993, DP&L implemented the
requirements of Order.

In January 1994, DP&L, the Staff of the PUCO and the Office of the Ohio
Consumers' Counsel submitted to the PUCO an agreement which resolves issues
relating to the recovery of "transition costs" to be billed to DP&L by
interstate pipeline companies. The agreement, which is subject to PUCO
approval, provides for the full recovery of these transition costs from DP&L
customers. The interstate pipelines will file with the FERC in 1994 for
authority to recover these transition costs, the exact magnitude of which has
not been established.
The Federal Environmental Protection Agency ("EPA") has estimated total
costs of $56 million for its preferred clean-up plans of three hazardous waste
sites in Ohio. The EPA notified numerous parties, including DP&L, that they
are considered "Potentially Responsible Parties" for cleanup of these sites.
The final resolution of these investigations will not have a material effect on
DP&L's financial position, earnings or cash flow.

Changing environmental regulations continue to increase the cost of
providing service in the utility industry. The Clean Air Act Amendments of
1990 (the "Act") limit sulfur dioxide and nitrogen oxide emissions nationwide.
The Act will restrict emissions in two phases with the Phase I compliance
completed by 1995 and Phase II completed by 2000.

In May 1993, the PUCO approved DP&L's Clean Air Act Compliance Plan. This
plan outlines the methods by which the emission reduction requirements will be
met. Overall compliance is expected to have a minimal 1% to 2% price impact.
DP&L anticipates that costs to comply with the Act will be eligible for
recovery in future fuel hearings and other regulatory proceedings.

DPL Inc. 1993 Annual Report - 16
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
DPL Inc.
CONSOLIDATED STATEMENT OF RESULTS OF OPERATIONS

$ in millions except For the years ended December 31,
per share amounts 1993 1992 1991
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income
Utility service revenues . . . . . . . . . . . . . . $1,151.3 $1,017.3 $ 995.6
Interest and other income . . . . . . . . . . . . . 26.2 22.0 19.0
-------- -------- --------

Total income . . . . . . . . . . . . . . . . . . 1,177.5 1,039.3 1,014.6
-------- -------- --------

Expenses
Fuel used in electric and steam production . . . . . 226.6 220.7 237.4
Gas purchased for resale . . . . . . . . . . . . . . 156.4 117.6 130.4
Operating and administrative (Note 1). . . . . . . . 184.6 157.8 167.8
Maintenance of equipment and facilities . . . . . . 90.2 77.3 92.0
Depreciation and amortization . . . . . . . . . . . 110.9 105.6 96.4
General taxes . . . . . . . . . . . . . . . . . . . 112.0 108.5 95.4
Interest expense . . . . . . . . . . . . . . . . . . 97.0 94.3 93.9
Regulatory deferrals (Note 2). . . . . . . . . . . . (25.8) (58.7) (43.0)
Allowance for funds used during construction . . . . (0.5) (0.3) (25.6)
Preferred dividend requirements of
The Dayton Power and Light Company . . . . . . . . 8.7 9.4 9.7
-------- -------- --------

Total expenses . . . . . . . . . . . . . . . . . 960.1 832.2 854.4

Income Before Income Taxes . . . . . . . . . . . . . 217.4 207.1 160.2

Income taxes (Notes 1 and 3) . . . . . . . . . . . . 78.4 68.3 41.0
-------- -------- --------

Net Income . . . . . . . . . . . . . . . . . . . . . $ 139.0 $ 138.8 $ 119.2
======== ======== ========

Average Number of Common Shares
Outstanding (millions) (Note 8) . . . . . . . . . . 97.7 103.5 103.5

Earnings Per Share of Common Stock . . . . . . . . . $ 1.42 $ 1.34 $ 1.15

Dividends Paid Per Share of Common Stock . . . . . . $ 1.12 $ 1.08 $ 1.08

Return on Shareholders' Equity . . . . . . . . . . . 13.7% 13.0% 11.0%
</TABLE>

See Notes to Consolidated Financial Statements.

DPL Inc. 1993 Annual Report - 17
<PAGE>
<PAGE>
<TABLE>
<CAPTION>

DPL Inc.
CONSOLIDATED STATEMENT OF CASH FLOWS

For the years ended December 31,
$ in millions 1993 1992 1991
- ---------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
Operating Activities
Cash received from utility customers . . . . . . . . . . $1,137.5 $1,003.8 $994.3
Other operating cash receipts . . . . . . . . . . . . . 26.4 23.5 19.6
Cash paid for:
Fuel and purchased power . . . . . . . . . . . . . . . (216.6) (234.0) (223.3)
Purchased gas . . . . . . . . . . . . . . . . . . . . (146.9) (137.5) (124.0)
Operation and maintenance labor . . . . . . . . . . . (83.3) (84.2) (81.9)
Nonlabor operating expenditures . . . . . . . . . . . (232.7) (152.7) (172.5)
Interest (net of amounts capitalized) . . . . . . . . (83.3) (96.8) (84.9)
Income taxes . . . . . . . . . . . . . . . . . . . . . (54.4) (50.1) (48.5)
Property, excise and payroll taxes . . . . . . . . . . (111.4) (98.7) (92.4)
------- ------- ------
Net cash provided by operating activities . . . . . . . 235.3 173.3 186.4
------- ------- ------

Investing Activities
Net cash used for property expenditures and other . . . (113.6) (63.0) (107.6)
------- ------- ------

Financing Activities
Dividends paid on common stock . . . . . . . . . . . . . (109.5) (110.8) (111.8)
Retirement of long-term debt . . . . . . . . . . . . . . (439.2) (321.0) (4.6)
Retirement of stock . . . . . . . . . . . . . . . . . . (8.5) (4.4) (4.2)
Issuance of long-term debt . . . . . . . . . . . . . . . 536.0 320.4 -
Issuance (retirement) of short-term debt . . . . . . . . (127.0) 67.5 40.4
Receipt of funds on deposit with trustee . . . . . . . . - 21.7 -
Common stock held by ESOP . . . . . . . . . . . . . . . - (90.0) -
------- ------- ------
Net cash used for financing activities . . . . . . . . . (148.2) (116.6) (80.2)
------- ------- ------
Net decrease in cash and temporary cash investments . . (26.5) (6.3) (1.4)

Cash and temporary cash investments at beginning of
year . . . . . . . . . . . . . . . . . . . . . . . . . 108.1 114.4 115.8
------- ------- ------

Cash and temporary cash investments at end of year . . . $ 81.6 $ 108.1 $ 114.4
======= ======= ======

See Notes to Consolidated Financial Statements

</TABLE>

DPL Inc. 1993 Annual Report - 18
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
DPL Inc.
CONSOLIDATED BALANCE SHEET

At December 31,
$ in millions 1993 1992
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Utility property and plant . . . . . . . . . . . . . . . . . $3,204.7 $3,128.4
Other property and plant . . . . . . . . . . . . . . . . . . 49.3 39.2
Construction work in progress . . . . . . . . . . . . . . . . 35.8 42.7
-------- --------
3,289.8 3,210.3
Less--
Accumulated depreciation and amortization . . . . . . . . . (977.2) (881.8)
-------- --------
Net property and plant . . . . . . . . . . . . . . . . . . 2,312.6 2,328.5
-------- --------

Current Assets
Cash and temporary cash investments (at cost) . . . . . . . . 81.6 108.1
Accounts receivable, less provision for uncollectible
accounts of $9.1 and $10.5, respectively . . . . . . . . . . 135.0 128.8
Inventories, at average cost . . . . . . . . . . . . . . . . 86.4 86.6
Taxes applicable to subsequent years . . . . . . . . . . . . 72.8 70.6
Gas costs recoverable . . . . . . . . . . . . . . . . . . . . 23.1 11.7
Prepayments and other . . . . . . . . . . . . . . . . . . . . 41.7 48.9
-------- --------
Total current assets . . . . . . . . . . . . . . . . . . . 440.6 454.7
-------- --------
Other Assets
Regulatory deferrals (Note 2) . . . . . . . . . . . . . . . . 172.8 103.8
Income taxes recoverable through future revenues (Note 3) . . 269.1 -
Other assets . . . . . . . . . . . . . . . . . . . . . . . . 109.9 89.7
-------- --------
Total other assets . . . . . . . . . . . . . . . . . . . . 551.8 193.5
-------- --------
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . $3,305.0 $2,976.7
======== ========

CAPITALIZATION AND LIABILITIES

Capitalization
Common shareholders' equity (Note 8)--
Common stock . . . . . . . . . . . . . . . . . . . . . . . . $ 1.0 $ 1.0
Other paid-in capital . . . . . . . . . . . . . . . . . . . 708.1 708.0
Common stock held by employee plans . . . . . . . . . . . . (105.2) (103.0)
Earnings reinvested in the business . . . . . . . . . . . . 423.4 394.0
-------- --------
Total common shareholders' equity . . . . . . . . . . . . 1,027.3 1,000.0
<PAGE>
<PAGE>

Preferred stock of The Dayton Power and Light Company
(Note 9)--
Without mandatory redemption provisions . . . . . . . . . . 82.9 82.9
With mandatory redemption provisions . . . . . . . . . . . . 30.0 38.5
Long-term debt (Note 5) . . . . . . . . . . . . . . . . . . . 1,102.9 952.1
-------- --------
Total capitalization . . . . . . . . . . . . . . . . . . . 2,243.1 2,073.5
-------- --------

Current Liabilities
Accounts payable . . . . . . . . . . . . . . . . . . . . . . 113.1 98.2
Short-term debt (Note 6) . . . . . . . . . . . . . . . . . . 25.0 152.0
Current portion of first mortgage bonds
and preferred stock . . . . . . . . . . . . . . . . . . . . 9.0 59.0
Accrued taxes . . . . . . . . . . . . . . . . . . . . . . . . 114.4 105.5
Accrued interest . . . . . . . . . . . . . . . . . . . . . . 24.3 12.5
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51.4 52.0
-------- --------

Total current liabilities . . . . . . . . . . . . . . . . . 337.2 479.2
-------- --------

Deferred Credits and Other
Deferred taxes (Note 3) . . . . . . . . . . . . . . . . . . . 519.3 232.3
Unamortized investment tax credit . . . . . . . . . . . . . . 85.1 87.7
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120.3 104.0
-------- --------

Total deferred credits and other . . . . . . . . . . . . . 724.7 424.0
-------- --------

Total Capitalization and Liabilities . . . . . . . . . . . . $3,305.0 $2,976.7
======== ========

See Notes to Consolidated Financial Statements.
</TABLE>

DPL Inc. 1993 Annual Report - 19

<PAGE>
<PAGE>
DPL Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Principles of Consolidation
The accounts of DPL Inc. and its wholly-owned subsidiaries are included in
the accompanying consolidated financial statements. The consolidated financial
statements of DPL Inc. principally reflect the results of operations and
financial condition of DPL Inc.'s public utility subsidiary, The Dayton Power
and Light Company ("DP&L"). DP&L is a public utility engaged in the business
of selling electric energy, natural gas and steam. The results of operations
of DPL Inc.'s non-utility subsidiaries currently do not have a material
financial impact on the consolidated results.

Revenues and Fuel
Revenues include amounts charged to customers through fuel and gas recovery
clauses, which are adjusted periodically for changes in such costs. Related
costs that are recoverable or refundable in future periods are deferred along
with the related income tax effects. Also included in revenues are amounts
charged to customers through a surcharge for recovery of arrearages from
certain eligible low-income households.

DP&L records revenue for services provided but not yet billed to more
closely match revenues with expenses. "Accounts Receivable" on the
Consolidated Balance Sheet includes unbilled revenue of (in millions) $30.0 in
1993 and $27.8 in 1992.

Allowance for Funds Used During Construction ("AFC")
AFC represents the cost of capital funds (equity and debt) used to finance
construction projects. This cost is included in construction work in progress
along with other construction costs. Essentially all AFC ceased upon
completion of the William H. Zimmer Generating Station ("Zimmer") in March
1991. The average rate for 1991 was 10.3%, compounded semi-annually, net of
income taxes.

Operating and Administrative
Operating and administrative expense includes $22.8 million in 1993 and
$9.1 million in 1992 of redemption premiums and other costs relating to the
refinancing of various bond issues. (See Note 5.)

Property and Plant, Maintenance and Depreciation
Property and plant is shown at its original cost. When a unit of property
is retired, the original cost of that property plus the cost of removal less
any salvage value is charged to accumulated depreciation. Maintenance costs
and replacements of minor items of property are charged to expense.

Depreciation expense is calculated using the straight-line method, which
depreciates the cost of property over its estimated useful life, at an annual
rate which approximates 3.4% for 1993, 1992 and 1991.
<PAGE>
<PAGE>

Income Taxes
In 1993, DPL Inc. implemented Financial Accounting Standards Board ("FASB")
Statement No. 109, "Accounting for Income Taxes." The new statement requires a
change from the deferral method to the liability method for income tax
accounting. Under the liability method, deferred taxes are provided for all
differences between the financial statement basis and the tax basis of assets
and liabilities using the enacted tax rate. Additional deferred income taxes
and offsetting regulatory assets or liabilities are recorded to recognize that
the income taxes will be recoverable/refundable through future revenues. (See
Note 3.)

Consolidated Statement of Cash Flows
The temporary cash investments presented on this Statement consist of
liquid investments with an original maturity of three months or less.

Fair Value of Financial Instruments
The reported value of short-term financial instruments and other
investments on the balance sheet approximates fair value. The long-term debt
and preferred stock fair values are disclosed in Notes 5 and 9, respectively.

Reclassifications
Reclassifications have been made in certain prior years' amounts to conform
to the current reporting presentation.

DPL Inc. 1993 Annual Report - 20
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------
2. Electric Rate Matters

Pursuant to a Public Utilities Commission of Ohio ("PUCO")-approved
settlement agreement among DP&L and various consumer groups, an electric rate
increase was phased in with annual increases of 6.4% effective February 1992,
January 1993 and January 1994. Deferrals (including carrying charges) during
the phase-in period of $28.1 million in 1993 and $57.7 million in 1992 were
capitalized and will be recovered over seven years commencing in 1994. The
phase-in plan meets the requirements of FASB Statement No. 92.

This settlement included an agreement by DP&L to undertake cost-effective
demand-side management ("DSM") programs with an average annual cost of
$15 million for four years commencing in 1992. The amount recovered in rates
was $4.6 million in 1992. This amount increases to $7.8 million in 1993 and
subsequent years. The difference between expenditures and amounts recovered
through rates is deferred and is eligible for future recovery in accordance
with existing PUCO rulings.

The agreement established a baseline return on equity of 13% (subject to
upward adjustment). In the event that the return exceeds the allowed return by
between one to two percent, then one half of the excess return will be used to
reduce the cost of DSM programs, and any return that exceeds the allowed return
by more than two percent will be entirely credited to these programs.

DP&L also deferred interest charges, net of income taxes, on its
investment in Zimmer from the March 30, 1991, commercial in-service date
through January 31, 1992, pursuant to PUCO approval. Deferred interest charges
on the investment in Zimmer have been adjusted to a before tax basis in 1993 as
a result of FASB Statement No. 109. Amounts deferred are being amortized over
the life of Zimmer.

Regulatory deferrals on the balance sheet were:

At December 31,
$ in millions 1993 1992
- ------------------------------------------------------
Phase-in $ 85.8 $ 57.7
DSM 23.3 2.2
Deferred interest-Zimmer 63.7 43.9
------ -----
Total $172.8 $103.8
====== =====

- -------------------------------------------------------------------------------
3. Income Taxes

Adopting FASB Statement No. 109 at January 1, 1993, resulted in an
increase in deferred interest-Zimmer (see Note 2) of $22.6 million and the
recognition of income taxes recoverable through future revenues of
$259.6 million. Offsetting these assets were additional deferred tax
liabilities of $281.9 million.
<PAGE>
<PAGE>

For the years ended
December 31,
$ in millions 1993 1992 1991
- -------------------------------------------------------

Computation of Tax Expense
Statutory income tax rate . . 35% 34% 34%
Federal income tax (a) . . . $79.1 $74.1 $65.3
Increases (decreases) in tax from -
Regulatory deferrals . . . (6.1) (12.4) -
Depreciation . . . . . . . 10.2 9.3 (0.2)
Investment tax credit amortized (3.0) (3.0) (3.3)
Other, net. . . . . . . . . (1.8) 1.7 1.4
---- ---- ----
Total Tax Expense . . . . . $78.4 $69.7 $63.2
==== ==== ====
Effective Tax Rate . . . . 35% 32% 33%

Components of Tax Expense
Taxes currently payable . . . $61.2 $38.4 $46.8
Deferred taxes--
Regulatory deferrals. . . . 8.1 9.2 22.2
Liberalized depreciation
and amortization . . . . . 17.6 18.6 13.2
Property taxes . . . . . . (6.1) (5.9) (4.9)
Fuel and gas costs . . . . 5.8 10.5 (7.9)
Other . . . . . . . . . . . (5.6) 2.4 (4.6)
Deferred investment tax
credit, net . . . . . . . . (2.6) (3.5) (1.6)
---- ---- ----
Total Tax Expense . . . . . $78.4 $69.7 $63.2

Classification of Tax Expense
Income taxes . . . . . . . . $78.4 $68.3 $41.0
Regulatory deferrals . . . . - 1.4 22.2
---- ---- -----
Total Tax Expense . . . . . $78.4 $69.7 $63.2
==== ==== ====

(a) Statutory rates applied to pretax income before preferred dividends and
before tax expenses included in regulatory deferrals.

Components of Deferred Tax Assets and Liabilities

At December 31,
$ in millions 1993
- ----------------------------------------------------

Depreciation/property basis $(429.5)
Regulatory deferrals (57.4)
Income taxes recoverable (93.8)
Investment tax credit 29.7
Other 31.7
------
Net non-current liability $(519.3)
======
Net current liability $ (13.4)
======

DPL Inc. 1993 Annual Report - 21
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------
4. Pension and Postretirement Benefits

A. Pensions
Substantially all DP&L employees participate in pension plans paid for by
the Company. Employee benefits are based on their years of service, age at
retirement, and for salaried employees, their compensation. The plans are
funded in amounts actuarially determined to provide for these benefits.

An interest rate of 6.0% was used in 1993 and 1992 in developing the
amounts in the following tables. Actual returns on plan assets for 1993 and
1992, respectively, were 6.2% and 8.8%. Increases in compensation levels
approximating 5% were used for all years.

The following table presents the components of pension cost (portions of
which were capitalized):

$ in millions 1993 1992 1991
- --------------------------------------------------------

Service cost-benefits earned $ 5.4 $4.3 $ 3.5
Interest cost 12.0 12.5 11.8
Expected return on plan
assets of 7.5% in each year (16.9) (15.2) (14.1)
Amortization amounts, net (2.0) (2.6) (2.9)
----- ----- -----

Net pension cost $ (1.5) $(1.0) $(1.7)
===== ===== =====

The following table sets forth the plans' funded status at December 31:

$ in millions 1993 1992
- --------------------------------------------------------

Plan assets at fair value (a) $255.0 $236.3
Less -
Actuarial present value of
projected benefit obligation 230.6 210.5
----- -----

Plan assets in excess of
projected benefit obligation $ 24.4 $ 25.8
===== =====

Vested benefit obligation $183.9 $166.2

Accumulated benefit obligation
without projected wage
increases $207.4 $187.1

(a) Invested in guaranteed investment contracts, fixed income investments and
equities including $22.5 million and $21.6 million of DPL Inc. common
stock in 1993 and 1992, respectively.
<PAGE>
<PAGE>

The following table shows the amounts recorded in Other Assets in the
Consolidated Balance Sheet at December 31:

$ in millions 1993 1992
- --------------------------------------------------------
Plan assets in excess of
projected benefit obligation $24.4 $25.8
Transitional adjustments for
amounts not reflected on the
Consolidated Balance Sheet:
Unamortized transition amount (28.0) (32.1)
Prior service cost 22.9 12.0
Changes in plan assumptions
and actuarial gains and losses 25.1 23.5
---- ----

Net pension assets $44.4 $29.2
==== ====

- -------------------------------------------------------------------------------
B. Postretirement Benefits
In 1993, DP&L adopted FASB Statement No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." Previously, DP&L had used an
accrual method to recognize these costs which approximated FASB Statement No.
106 amounts. Implementation did not create regulatory deferrals or have a
material impact on expense.

Qualified employees who retired prior to 1987 and their dependents are
eligible for health care and life insurance benefits. The unamortized
transition obligation associated with these benefits is being amortized over
the approximate average remaining life expectancy of the retired employees.
Active employees are eligible for life insurance benefits, and this unamortized
transition obligation is being amortized over the average remaining service
period.

The following table sets forth the accumulated postretirement benefit amounts
at December 31:

$ in millions 1993
- ------------------------------------------------------
Accumulated postretirement benefit
obligation:
- retirees and dependents $63.1
- active employees 1.2
----
Total 64.3

Unamortized transition obligation 27.7
----
Accrued postretirement benefit liability $36.6
====
<PAGE>
<PAGE>

The following table presents the components of postretirement benefit costs:

$ in millions 1993
- ------------------------------------------------------

Interest cost $3.7
Amortization of transition obligation 3.0
---
Net periodic postretirement benefit cost $6.7
===

The assumed health care cost trend rate used in measuring the unfunded
accumulated postretirement benefit obligation is 15.0% for 1993 and decreases
to 8.0% by 2004. A one percentage point increase in each future year's assumed
health care trend rate would increase net periodic postretirement benefit cost
by $0.4 million annually and would increase the accumulated postretirement
benefit obligation by $6.4 million. The weighted average discount rate used in
determining the accumulated postretirement benefit obligation was 6.0%.

DPL Inc. 1993 Annual Report - 22
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------
5. Long-term Debt
At December 31,
$ in millions 1993 1992
- ------------------------------------------------------

First mortgage bonds maturing:
1997 5-5/8 . . . . . . $ 40.0 $ 40.0
1998 7.06% and 7.22%(a) 29.0 31.7
1999-2003 8.41% and 8.51%(a) 49.0 210.0
2022-2026 8.14% and 8.67%(a) 671.0 450.0
Pollution control series
maturing through 2027
- 7.97% . . . . . . . . . . 218.8 219.1
------- ------
1,007.8 950.8
Unamortized debt discount
and premium (net) . . . . . (2.5) (6.5)
------- ------
1,005.3 944.3
Notes due 2007 - 7.83% . . . 90.0 -
Mortgage note due in install-
ments through 2012-10.0% . 7.6 7.8
------- ------

Total . . . . . . . . . . . $1,102.9 $ 952.1
======= =======
Fair value (including
current portion)-based
upon quoted market prices
or debt with similar
characteristics . . . . . $1,189.0 $1,066.2
======= =======

(a) Weighted average interest rates for 1993 and 1992, respectively.

The amounts of maturities and mandatory redemptions for first mortgage bonds
and notes are (in millions) $4.7 in 1994, 1995 and 1996, $46.8 in 1997 and
$28.4 in 1998. Substantially all property and plant of DP&L is subject to the
mortgage lien securing the first mortgage bonds.

New debt was issued during 1993 as follows:

Principal Amount
Issuances ($ in millions)
- -----------------------------------------------------

DP&L First Mortgage Bonds:
8.15% Series due 2026 $226.0
7-7/8% Series due 2024 220.0

DPL Inc.:
7.83% Notes due 2007 90.0
------
Total $536.0
======
<PAGE>
<PAGE>

Proceeds of these financings were used to call several series of bonds and to
repay short-term debt. There are no sinking fund provisions associated with
any of these new debt issues.

- -------------------------------------------------------------------------------
6. Notes Payable and Compensating Balances

DPL Inc. and its subsidiaries have $200 million available through a
revolving credit agreement. This agreement with a consortium of banks is
renewable through 1998. Commitment fees are approximately $350,000 per year,
depending upon the aggregate unused balance of the loan.

At December 31, 1993, DPL Inc. had no outstanding borrowings under this
credit agreement.

DP&L also has $97.1 million available in short-term informal lines of
credit. To support these lines of credit, DP&L is required to maintain average
daily compensating balances of approximately $700,000 and also pay $189,000 per
year in fee compensation.

At year-end, DP&L had $10.0 million outstanding from these lines of credit
at a weighted average interest rate of 3.68% and $15.0 million in commercial
paper outstanding at a weighted average interest rate of 3.34%.

- -------------------------------------------------------------------------------
7. Commonly Owned Facilities

DP&L owns certain electric generating and transmission facilities as tenants in
common with other Ohio utilities. Each utility is obligated to pay its
ownership share of construction and operation costs of each facility. As of
December 31, 1993, DP&L had $12.3 million of commonly owned facilities under
construction. DP&L's share of expenses is included in the Consolidated
Statement of Results of Operations.

The following table presents DP&L's share of the commonly owned facilities:
DP&L
DP&L Share Investment
--------------- ---------
Owner- Prod. Plant in
ship Capacity Service
(%) (MW) ($ in mil.)
- ------------------------------------------------------

Production Units:
Beckjord Unit 6 . . . . 50.0 210 50
Conesville Unit 4 . . . 16.5 129 29
East Bend Station . . . 31.0 186 147
Killen Station . . . . 67.0 402 405
Miami Fort Units 7 & 8. 36.0 360 112
Stuart Station . . . . 35.0 820 226
Zimmer Generating
Station . . . . . . . 28.1 365 985
Transmission (at
varying percentages) . . 66

DPL Inc. 1993 Annual Report - 23
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
8. Common Shareholders' Equity

Other Common
Common Stock Paid-in Stock
-------------------- Capital Held By Earnings
Outstanding (premium, net Employee Reinvested in
$ in millions Shares Amount of expense) Plans the Business Total
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1991: Beginning balance . . . . . 69,010,903 $ 0.7 $707.9 - $359.0 $1,067.6
Net income . . . . . . . . 119.2 119.2
Common stock dividends . . (111.8) (111.8)
Other . . . . . . . . . . 0.2 (0.2) -
------------- ----- ----- ----- ----- -------
Ending balance . . . . . . 69,010,903 $ 0.7 $708.1 - $366.2 $1,075.0

1992: Net income . . . . . . . . 138.8 138.8
Common stock dividends . . (110.8) (110.8)
Three-for-two stock split 34,499,095 0.3 (0.3) -
Employee stock plans . . . (103.0) (103.0)
Other . . . . . . . . . . 0.2 (0.2) -
------------- ----- ----- ----- ----- -------
Ending balance . . . . . . 103,509,998 $ 1.0 $708.0 $(103.0) $394.0 $1,000.0

1993: Net income . . . . . . . . 139.0 139.0
Common stock dividends . . (109.5) (109.5)
Employee stock plans . . . (2.2) (2.2)
Other . . . . . . . . . . 0.1 (0.1) -
------------- ----- ----- ----- ----- -------
Ending balance . . . . . . 103,509,998 $ 1.0 $708.1 $(105.2) $423.4 $1,027.3
============= ===== ===== ===== ===== =======

</TABLE>

In 1993, shareholders of DPL Inc. approved a proposal to increase
authorized shares from 120 million to 250 million.

DPL Inc. had 2,827,548 and 232,007 authorized but unissued shares reserved
for the dividend reinvestment and employee stock plans, respectively, at
December 31, 1993. These plans provide that either original issue shares or
shares purchased on the open market may be used to satisfy plan requirements.
Stock market purchases were used to satisfy the requirements of these plans
from 1991 through 1993.

DPL Inc. established a leveraged Employee Stock Ownership Plan ("ESOP") in
1992 to provide benefits to eligible employees. DPL Inc. loaned the ESOP trust
$90.0 million for the purchase of 4.7 million shares of common stock on the
open market. Common shareholders' equity has been reduced for the cost of
shares held by the trust and for 1.2 million shares related to another employee
plan. Beginning in 1993, qualified employee contributions to the Company's
401(k) retirement savings plan are matched by DPL Inc. with ESOP common stock.
Union employees also receive an annual Company contribution in ESOP stock.
Dividends
<PAGE>
<PAGE>

received by the ESOP are used to repay the loan to DPL Inc. As debt service
payments are made on the loan, shares are released on a pro-rata basis.
Dividends on the allocated shares are charged to retained earnings, and
dividends on the unallocated shares reduce accrued interest.

In 1993, the FASB approved and DPL Inc. adopted a new Statement of Position
on ESOP accounting. Implementation of this accounting change reduced net
income by $2.5 million and reduced the number of common shares used in the
calculation of earnings per share by 4.7 million, resulting in an overall $0.04
increase in earnings per share. During 1993, 0.1 million ESOP shares were
allocated to employees and are outstanding for the calculation of earnings per
share. Compensation expense, which is based on the fair value of the shares
allocated, amounted to $2.0 million. The market value of unallocated shares at
December 31, 1993 was $95.0 million.

DPL Inc. has a Shareholder Rights Plan pursuant to which two-thirds of a
Right is attached to and trades with each outstanding DPL Inc. Common Share.
The Rights would separate from the Common Shares and become exercisable in the
event of certain attempted business combinations.

DPL Inc. 1993 Annual Report - 24
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
9. Preferred Stock

DPL Inc.: No par value, 8,000,000 shares authorized, no shares outstanding.

DP&L: $25 par value, 4,000,000 shares authorized, no shares outstanding; and $100 par value, 4,000,000 shares
authorized, 1,170,998 shares outstanding.
Without Mandatory With Mandatory
Redemption Provisions Redemption Provisions (a)
-----------------------------------------------------------
Current Current (millions)
Series/ Redemption Shares At December 31, At December 31,
Rate Price Outstanding 1993 1992 1993 1992
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A 3.75% $102.50 93,280 $ 9.3 $ 9.3
B 3.75% $103.00 69,398 7.0 7.0
C 3.90% $101.00 65,830 6.6 6.6
D 7.48% $103.23 150,000 15.0 15.0
E 7.70% $101.00 199,990 20.0 20.0
F 7.375% $101.00 250,000 25.0 25.0
H 8-5/8% $101.00 120,000 $12.0 $16.0
I 9-3/8% $104.00 (b) 180,000 18.0 22.5
---- ---- ---- ----
Total . . . . . . . . . . . . . . . . . . . . . . . $82.9 $82.9 $30.0 $38.5
==== ==== ==== ====

Fair value (including current portion)-
based upon quoted market prices $34.6 $44.1
==== ====

(a) Exclusive of sinking fund payment due within one year.
(b) Prior to May 1, 1994 and $101.00 thereafter.
</TABLE>

The shares without mandatory redemption provisions may be redeemed at the
option of DP&L at the per share prices indicated, plus accrued dividends.

The shares with mandatory redemption provisions are redeemable pursuant to
mandatory sinking fund requirements, but may also be redeemed at the option of
DP&L at the per share prices indicated, plus accrued dividends. The annual
sinking fund requirements for Series H and I are 5% of the original amount of
each issue. Over the next five years, mandatory redemptions are $4.3 million
(42,500 shares) per year. Shares redeemed or purchased to meet sinking fund
requirements may not be reissued.

Sinking fund requirements and redemptions of outstanding shares were
85,000 shares in 1993 and 42,500 in 1992 and 1991.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
10. Reconciliation of Net Income to Net Cash Provided by Operating Activities
For the years ended December 31,
$ in millions 1993 1992 1991
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $139.0 $138.8 $119.2
Adjustments for noncash items:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . 110.9 105.6 96.4
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . 17.2 29.9 (5.8)
Allowance for equity funds used during construction . . . . . . . . . . (0.2) (0.2) (18.5)
Regulatory deferrals . . . . . . . . . . . . . . . . . . . . . . . . . (25.8) (58.7) (43.0)
Changes in working capital:
Accounts receivable and unbilled revenue . . . . . . . . . . . . . . . (2.5) (2.9) 4.9
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.0 3.0 (15.9)
Deferred gas costs . . . . . . . . . . . . . . . . . . . . . . . . . . (7.9) (28.8) 9.7
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.8 (4.2) 0.1
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4 (11.2) 12.0
DSM deferred costs . . . . . . . . . . . . . . . . . . . . . . . . . . . (23.3) (2.2) -
Other operating activities . . . . . . . . . . . . . . . . . . . . . . . (9.3) 4.2 27.3
----- ----- -----
Net cash provided by operating activities . . . . . . . . . . . . . . . $235.3 $173.3 $186.4
===== ===== =====
</TABLE>

DPL Inc. 1993 Annual Report - 25
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
11. Financial Information by Business Segments
For the years ended December 31,
$ in millions 1993 1992 1991
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Utility service revenues
Electric . . . . . . . . . . . . . . . . . . . $ 898.9 $ 806.9 $ 788.2
Gas . . . . . . . . . . . . . . . . . . . . . . 245.1 203.8 201.0
Other . . . . . . . . . . . . . . . . . . . . . 7.3 6.6 6.4
------- ------- -------
Total utility service revenues . . . . . . . . . . . 1,151.3 1,017.3 995.6
Interest and other income . . . . . . . . . . . . . . 26.2 22.0 19.0
------- ------- -------
Total income . . . . . . . . . . . . . . . . . . . $1,177.5 $1,039.3 $1,014.6
======= ======= ========
Operating profit before tax
Electric . . . . . . . . . . . . . . . . . . . $ 282.2 $ 224.3 $ 193.5
Gas . . . . . . . . . . . . . . . . . . . . . . 19.9 22.1 0.7
Other . . . . . . . . . . . . . . . . . . . . . 7.6 10.1 (6.9)
------- ------- ------
Total operating profit before tax . . . . . . . . . . 309.7 256.5 187.3
Other income, net (a) . . . . . . . . . . . . . . . . 13.4 54.3 76.5
Interest expense . . . . . . . . . . . . . . . . . . 97.0 94.3 93.9
Preferred dividends . . . . . . . . . . . . . . . . . 8.7 9.4 9.7
------- ------- -------
Income before income taxes . . . . . . . . . . . . $ 217.4 $ 207.1 $ 160.2
======= ======= =======
Depreciation and amortization
Electric . . . . . . . . . . . . . . . . . . . $ 102.4 $ 97.9 $ 87.9
Gas . . . . . . . . . . . . . . . . . . . . . . 5.7 5.6 6.0
Other . . . . . . . . . . . . . . . . . . . . . 2.8 2.1 2.5
------ ------- -------
Total depreciation and amortization . . . . . . . . $ 110.9 $ 105.6 $ 96.4
====== ======= =======
Construction additions
Electric . . . . . . . . . . . . . . . . . . . $ 66.3 $ 46.6 $ 103.4
Gas . . . . . . . . . . . . . . . . . . . . . . 11.9 11.0 12.4
Other . . . . . . . . . . . . . . . . . . . . . 10.7 1.4 1.6
------ ------ ------
Total construction additions . . . . . . . . . . . $ 88.9 $ 59.0 $ 117.4
====== ====== ======
Assets
Electric . . . . . . . . . . . . . . . . . . . $2,825.5 $2,522.8 $2,521.1
Gas . . . . . . . . . . . . . . . . . . . . . . 236.0 219.5 217.6
Other (b) . . . . . . . . . . . . . . . . . . . 243.5 234.4 234.0
------- ------- -------
Total assets at year end . . . . . . . . . . . . . $3,305.0 $2,976.7 $2,972.7
======= ======= =======
</TABLE>

(a) Includes primarily interest income, AFC, regulatory deferrals and bond
redemption costs.
(b) Includes primarily cash, temporary cash investments, and certain deferred
items.

DPL Inc. 1993 Annual Report - 26
<PAGE>
<PAGE>

Report of Independent Accountants

Price Waterhouse [logo]

To the Board of Directors and Shareholders of DPL Inc.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of results of operations and of cash flows present
fairly, in all material respects, the financial position of DPL Inc. and its
subsidiaries at December 31, 1993 and 1992, and the results of their operations
and their cash flows for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

As discussed in Note 1 to the consolidated financial statements, the
Company changed its method of accounting for income taxes in 1993.

PRICE WATERHOUSE

Dayton, Ohio
January 25, 1994

SELECTED QUARTERLY INFORMATION

For the Three Months Ended
$ in millions except March 31, June 30, September 30, December 31,
per share amounts 1993 1992 1993 1992 1993 1992 1993 1992
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ $ $ $ $ $ $ $
Utility service revenues . . . . 345.8 285.9 238.0 225.4 262.0 223.4 305.5 282.6
Income before income taxes . . . 80.0 76.7 47.0 46.0 55.7 47.6 34.7 36.8
Net income . . . . . . . . . . . 53.2 51.2 31.4 30.6 33.1 31.7 21.3 25.3
Earnings per share of common stock 0.54 0.49 0.33 0.30 0.33 0.31 0.22 0.24
Dividends paid per share . . . . 0.28 0.27 0.28 0.27 0.28 0.27 0.28 0.27
Common stock market price-High . 21-1/4 17-3/8 21 17-3/8 21-7/8 19-1/2 21-5/8 20
-Low . . 19-1/4 15-3/4 19 15-1/2 20-3/8 17 19 18-3/8

Earnings per share for the first three quarters of 1993 have been restated to reflect adoption of a new Statement
of Position on ESOP accounting.

</TABLE>

DPL Inc. 1993 Annual Report - 27
<PAGE>
<PAGE>

Corporate Information

Transfer Agent and Register-
Common Stock and DP&L Preferred Stock

Securities Transfer & Shareholder Inquiries:
The First National Bank of Boston
Mail Stop: 45-02-09
Box 644
Boston, MA 02102-0644

Dividend Reinvestment:
The First National Bank of Boston
Mail Stop: 45-01-06
Box 1681
Boston, MA 02105-1681
Also dividend paying agent

Trustee-DP&L First Mortgage Bonds
The Bank of New York
Corporate Trust Administration
101 Barclay Street
New York, New York 10286
Also interest paying agent

Securities Listing
The New York Stock Exchange is the only national securities exchange on which
DPL Inc. Common Stock and DP&L First Mortgage Bonds and Preferred Stock are
listed. The trading symbol of the Common Stock is DPL.

Federal Income Tax Status of 1993 Dividend Payments
Dividends paid in 1993 on Common and Preferred Stock are fully taxable as
dividend income.

Annual Meeting
The Annual Meeting of Shareholders will be held at 10:00 a.m., Tuesday,
April 19, 1994, at The Victoria Theatre, Dayton, Ohio.

Communications
DPL Inc. staffs and Investor Relations Department to meet the information needs
of shareholders and investors. Inquiries are welcomed by telephone, letter or
postcard. Communications relating to shareholder accounts should be directed
to the DPL Investor Relations Department (Telephone (513) 259-7150 or toll-free
(800) 322-9244) or to The First National Bank of Boston (Telephone (617)
575-2900 or toll-free (800) 442-2001).

Form 10-K Report
DPL Inc. reports details concerning its operations and other matters annually
to the Securities and Exchange Commission on Form 10-K, which will be supplied
upon request. Please direct inquiries to the Investor Relations Department.
<PAGE>
<PAGE>

Officers-DPL Inc. and DP&L
(Age/Years of Service)
Peter H. Forster (51/20)
Chairman, President and Chief Executive Officer--DPL Inc.
Chairman--DP&L
Allen M. Hill (48/26)
President and Chief Executive Officer--DP&L
Paul R. Anderson (51/15)
Controller--DP&L
Stephen P. Bramlage (47/25)
Assistant Vice President--DP&L
Robert E. Buerger (49/28)
Group Vice President--DP&L
Robert M. Combs (48/3)
Treasurer--DP&L
Georgene H. Dawson (44/19)
Assistant Vice President--DP&L
Jeanne S. Holihan (37/13)
Assistant Vice President--DP&L
Thomas M. Jenkins (42/16)
Group Vice President and Treasurer--DPL Inc.
Group Vice President--DP&L
Stephen F. Koziar, Jr. (49/26)
Group Vice President--DPL Inc. and DP&L
Judy W. Lansaw (42/15)
Group Vice President and Secretary--DPL Inc. and DP&L
Lloyd E. Lewis, Jr. (67/13)
Assistant Vice President--DP&L
Bryce W. Nickel (37/13)
Assistant Vice President--DP&L
H. Ted Santo (43/22)
Group Vice President--DP&L

DPL Inc. 1993 Annual Report - 28
<PAGE>
<PAGE>

As required by Rule 304 of Regulation S-T, the following appendix lists the
graphic material contained in the 1993 DPL Inc. Annual Report to Shareholders.
This graphic material, which appears in the paper copy of the report, was
omitted from the electronically filed copy of the report.

APPENDIX

Page Item Description
- ------- ---------- ----------------------------------------------------

Cover:
Artwork: Bar chart, depicting increase over three periods.
Chart is not set to any scale and is not titled.

Photograph: Man and woman in athletic wear, running

Artwork: logo - "Way To Go", Company's umbrella name for
conservation programs

Artwork: logo - DPL Inc.

Inside Cover:
Artwork: Map of the State of Ohio, with DP&L service territory
highlighted.

Page 1:
No photographs or artwork

Page 2:
Photographs: The following are pictured with their names appearing
below the photo.
Robert J. Kegerreis, Ernie Green, Jane G. Haley,
James F. Dicke, II.

Page 3:
Photographs: The following Directors are pictured with their names
appearing below the photo.
Burnell R. Roberts, Thomas J. Danis, W August
Hillenbrand.

Page 4:
Photographs: The following Directors are pictured with their names
appearing below the photo.
Peter H. Forster, Chairman & CEO, DPL Inc. Allen M.
Hill, President & CEO, DP&L

Page 5:
Bar Charts:
Return on Shareholders' Equity
Percent

1991 11.0%
1992 13.0%
1993 13.7%

Page Item Description
- ------- ---------- ----------------------------------------------------
Page 5:
(cont.)

Bar Charts: Earnings Per Share
Dollars

1991 $1.15
1992 $1.34
1993 $1.42

Dividends Per Share
Dollars

1991 $1.08
1992 $1.08
1993 $1.12

Total Return - Five Year
Average Annual Return
Percent (with reinvested dividends)

1991 17.7%
1992 22.6%
1993 21.1%

Page 6:
Bar Chart:
Heat Rate
Btu/kWh

1991 9,912
1992 9,766
1993 9,793

Page 7:
Photograph: Utility worker in a storm situation.

Photograph: Man and woman in athletic wear, running. This
photograph also appears on the cover.

Page Item Description
- ------- ---------- ----------------------------------------------------
Page 8:
Photograph: Two men and a woman in discussion over business plans
with an industrial lighting display in the background.

Photograph: Circular fluorescent light bulb

Photograph: Two women standing, holding a tray of food

Page 9:
Photograph: Two men in discussion with a large commercial mixer in
the background.

Bar Chart: Customer Satisfaction
Percent

1991 96%
1992 96%
1993 96%

Page 10:
Artwork: The Great Seal of The State of Ohio
Photograph: Coal Barge

Page 11:
Photograph: Man and woman in conversation in a shopping mall.

Photograph: Logo - General Motors Truck and Bus Group

Photograph: Logo - Air Force Materiel Command Headquarters

Page 12:
Photograph: Concert performance in amphitheater facility.

Artwork: Logo - "Way To Go", Company's umbrella name for
conservation programs. This artwork also appears on the
cover.
<PAGE>
<PAGE>

Page Item Description
- ------- ---------- ----------------------------------------------------
Page 13:
Bar Charts:
Electric Sales, GWH
Year
--------------------------
1991 1992 1993
----- ----- -----
Residential 4,571 4,260 4,558
Commercial 2,945 2,896 3,006
Industrial 3,949 3,938 4,089
Other 1,850 2,960 3,023
Total 13,315 14,054 14,676

Electric Revenues
$ in millions
Year
---------------------------
1991 1992 1993
----- ----- -----
Residential 332 326 374
Commercial 179 181 200
Industrial 187 190 206
Other 93 112 121
Total 791 809 901

Average Price-Electric
Calendar Year
cents/kWh
--------------------------
1991 5.87
1992 5.69
1993 6.07

Gas Sales
Millions of MCF
Year
--------------------------
1991 1992 1993
----- ----- -----
Residential 27 28 29
Commercial 8 8 8
Industrial 6 5 3
Other 12 14 17
Total 53 55 57

Page Item Description
- ------- ---------- ----------------------------------------------------
Page 13
(cont.)
Bar Charts:
Gas Revenues
$ in millions
Year
---------------------------
1991 1992 1993
----- ----- -----
Residential 125 128 161
Commercial 35 36 44
Industrial 22 19 15
Other 19 21 25
Total 201 204 245

Average Price-Gas
Calendar Year
dollars/MCF
--------------------------
1991 4.39
1992 4.36
1993 5.42

Construction Costs
$ in millions
--------------------------
1991 117
1992 59
1993 89

Operating Expenses
$ in millions
Year
--------------------------
1991 1992 1993
----- ----- -----
Fuel Used in
Production 237 221 227
Gas Purchased for
Resale 130 118 156
Operating &
Administrative 168 158 185
Maintenance 92 77 90
Total 627 574 658

Page Item Description
- ------- ---------- ----------------------------------------------------
Page 13:
(cont.)
Bar Charts:

Capital Structure
$ in millions
---------------------------
1991 1992 1993
----- ----- -----
Common
Shareholders' equity 49% 48% 46%
Preferred Stock 6% 6% 5%
Long-term Debt 45% 46% 49%
Total $2,205 $2,074 $2,243

Page 27:
Artwork: logo - Price Waterhouse (Independent Auditors)
<PAGE>

<PAGE>

Exhibit 21

SUBSIDIARIES OF DPL INC.

DPL Inc. had the following wholly owned subsidiaries on
March 11, 1994:

State of
Name Incorporation
- ---- -------------

The Dayton Power and Light Company Ohio
Miami Valley Insurance Company Vermont
Miami Valley Leasing, Inc. Ohio
Miami Valley Resources, Inc. Ohio
Miami Valley Lighting, Inc. Ohio
Miami Valley Development Company Ohio
Miami Valley CTC, Inc. Ohio

<PAGE>

Exhibit 23

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statement on
Form S-3 (Registration No. 33-34316) of DPL Inc., with respect
to its Automatic Dividend Reinvestment and Stock Purchase Plan,
and Post-Effective Amendment No. 3 on Form S-8, to DPL Inc.'s
Registration Statement on Form S-4 (Registration No. 33-2551),
with respect to The Dayton Power and Light Company's Employees'
Stock Plan, of our report dated January 25, 1994, appearing on
page 27 of the Annual Report to Shareholders, which is
incorporated in this Annual Report on Form 10-K. We also
consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on page II-2 of
this Form 10-K.

Price Waterhouse
Dayton, Ohio
March 14, 1994

<PAGE>