DPL INC
U-3A-2, 1998-02-26
ELECTRIC & OTHER SERVICES COMBINED
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<PAGE>

     [As adopted November 9, 1939; amended in Release No. 35-
25746(85,116), effective November 1, 1993, 58 F.R. 14999; and
Release No. 35-25886 (85,226), effective November 1, 1993, 58
F.R. 51488.]



                                           File No.    69-247
                                                       ------

                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                          FORM U-3A-2
                                
           For the fiscal year ended December 31, 1997
                                
                  STATEMENT BY HOLDING COMPANY
              CLAIMING EXEMPTION UNDER RULE U-3A-2
                   FROM THE PROVISIONS OF THE
           PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

              To Be Filed Annually Prior to March 1

                            DPL INC.
                        -----------------
                        (Name of Company)

     hereby files with the Securities and Exchange Commission,
     pursuant to Rule 2, its statement claiming exemption as a
     holding company from the provisions of the Public Utility
     Holding Company Act of 1935, and submits the following
     information:
<PAGE>
1.  Name, State of organization, location and nature of business
    of claimant and every subsidiary thereof, other than any
    exempt wholesale generator ("EWG") or foreign utility company
    in which claimant directly or indirectly holds an interest.

      DPL Inc., an Ohio corporation ("Claimant"), organized on
September 16, 1985.  Claimant's principal executive office is
located at Courthouse Plaza Southwest, Dayton, Ohio  45402.

      Claimant's business is the holding of all of the
outstanding Common Shares of The Dayton Power and Light Company
("DP&L") and the common shares of the subsidiaries set forth and
described herein.  Claimant is solely a holding company and is
not actively engaged in any other business.

      Claimant holds shares in the following subsidiaries:

      (1)  DP&L, an Ohio corporation organized on March 23, 1911,
      is engaged in the business of generating, transmitting and
      selling electric energy and distributing natural gas to
      residential, commercial, industrial and governmental customers
      in the City of Dayton, Ohio and neighboring cities, towns and
      communities, and adjacent rural areas, all within the State of
      Ohio.  DP&L's electricity and natural gas service areas cover
      24 counties and 16 counties, respectively, in West Central
      Ohio.  DP&L's principal executive office is located at
      Courthouse Plaza Southwest, Dayton, Ohio 45402.  DP&L holds
      shares in the following subsidiaries:

            (a)  MacGregor Park, Inc. ("MPI"), an Ohio corporation
            organized on May 1, 1986, and having its principal
            excutive office at Courthouse Plaza Southwest, Dayton,
            Ohio  45402.  MPI owns and is a developer of a parcel
            of real estate. MPI is a wholly-owned subsidiary of DP&L.
           
            (b)  Miami Valley Equipment, Inc. ("MVE"), an Ohio
            corporation organized on May 1, 1986, and having its
            principal executive office at Courthouse Plaza Southwest,
            Dayton, Ohio 45402. MVE owns retail sales, transportation
            equipment and has made investments in non-utility
            interests.  MVE is a wholly-owned subsidiary of DP&L.

      (2)  Miami Valley CTC, Inc. ("MVCTC"), an Ohio corporation
      organized on May 1, 1986, and having its principal executive
      office at Courthouse Plaza Southwest, Dayton, Ohio 45402.
      MVCTC leases and owns aircraft and has an 82% ownership
      interest in CTC of Dayton Partnership No. 1 ("CTC"), a
      partnership described herein.  MVCTC is a wholly-owned
      subsidiary of Claimant.





                               -1-
<PAGE>     
            (a)  CTC is an Ohio general partnership organized on
            September 30, 1981 and having its principal executive
            office at 3501 Hangar Drive, Vandalia, Ohio 45377.  CTC
            provides transportation services pursuant to a service
            agreement.  MVCTC has an 82% ownership interest in CTC.

      (3)  Miami Valley Leasing, Inc., an Ohio corporation organized
      on May 1, 1986, and having its principal executive office at
      Courthouse Plaza Southwest, Dayton, Ohio  45402.  MVL leases
      communications and other miscellaneous equipment, owns real
      estate and has, for financial investment purposes, acquired
      limited partnership interests in wholesale electric generation.
      MVL has an 18% ownership interest in CTC.  MVL owns 100% of the
      outstanding shares of Miami Valley Market Hub, Inc. ("MVMH")
      described herein.  MVL is a wholly-owned subsidiary of Claimant.

            (a)  MVMH is an Ohio corporation organized on November
            14, 1996, and having its principal executive office at
            Courthouse Plaza Southwest, Dayton, Ohio 45402. MVMH
            owns a limited partnership interest and investments in
            a natural gas supplier and natural gas storage facilities.
            MVL owns 100% of the outstanding shares of MVMH.

      (4)  Miami Valley Resources, Inc. ("MVR"), an Ohio corporation
      organized on May 1, 1986, and having its principal executive
      office at Courthouse Plaza Southwest, Dayton, Ohio 45402.  MVR
      is engaged in the natural gas supply management business.  MVR
      is a wholly-owned subsidiary of Claimant.

      (5)  Miami Valley Lighting, Inc. ("MVLT"), an Ohio corporation
      organized on May 1, 1986, and having its principal executive
      office at Courthouse Plaza Southwest, Dayton, Ohio  45402.
      MVLT owns a street lighting business.  MVLT is a wholly-owned
      subsidiary of Claimant.

      (6)  Miami Valley Development Company ("MVDC"), an Ohio
      corporation organized on May 1, 1963, and having its principal
      executive office at Courthouse Plaza Southwest, Dayton, Ohio
      45402.  MVDC owns 100% of the outstanding shares of Energy
      Innovations, Inc. ("EII") described herein, has acquired real
      estate for DP&L and has made investments in non-utility
      interests.  MVDC is a wholly-owned subsidiary of Claimant.









                               -2-
<PAGE>
            (a)  EII is an Ohio corporation organized on December
            18, 1985, and having its principal executive office at
            Courthouse Plaza Southwest, Dayton, Ohio 45402.  EII is
            engaged in the business of technology research and
            development.  MVDC owns 100% of the outstanding shares
            of EII.

      (7)  Miami Valley Insurance Company ("MVIC"), a Vermont
      corporation organized on March 16, 1987, and having its
      principal executive office at Crosstown Road, Montpelier,
      Vermont 05602.  MVIC is engaged in the business of providing
      insurance to the Claimant and its principal subsidiary, DP&L.
      MVIC is a wholly-owned subsidiary of Claimant.

      (8)  DPL Energy, Inc. ("DPL Energy"), an Ohio corporation
      organized on July 8, 1996, and having its principal executive
      office at Courthouse Plaza Southwest, Dayton, Ohio 45402.
      DPL Energy has been granted authority to engage in the business
      of brokering wholesale electric energy.  DPL Energy is a wholly-
      owned subsidiary of Claimant.

2.  A brief description of the properties of claimant and each of
    its subsidiary public utility companies used for the
    generation, transmission, and distribution of electric energy
    for sale, or for the production, transmission, and
    distribution of natural or manufactured gas, indicating the
    location of principal generating plants, transmission lines,
    producing fields, gas manufacturing plants, and electric and
    gas distribution facilities, including all such properties
    which are outside the State in which claimant and its
    subsidiaries are organized and all transmission or pipelines
    which deliver or receive electric energy or gas at the
    borders of such State.

      DP&L is the only one of Claimant's subsidiaries that owns
property used for the generation, transmission and distribution
of electric energy for retail sale, and for the production,
transmission and distribution of natural or manufactured gas.
DP&L's electricity and natural gas service areas lie wholly
within the State of Ohio.

      DP&L's present generating facilities have a winter
generating capability of 3,264,000 KW.  Of this capability,
2,843,000 KW (approximately 87%) is derived from coal-fired steam
generating stations and the balance consists of combustion
turbine and diesel-powered peaking units.  Approximately 88%
(2,491,000 KW) of the existing steam generating capacity 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").  The remaining steam
generating capacity (371,000 KW) is derived from a generating
station owned solely by DP&L.  The following table describes
DP&L's generating facilities.






                               -3-
<PAGE>
                                                                 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   418       624
Stuart                       C      DP&L      Aberdeen, OH       823     2,350
Beckjord -Unit 6             C      CG&E      New Richmond, OH   210       420
Conesville -Unit 4           C      CSP       Conesville, OH     129       780
Miami Ford -Units 7&8        C      CG&E      North Bend, OH     360     1,000
East Bend -Unit 2            C      CG&E      Rabbit Hash, KY    186       600
Zimmer                       C      CG&E      Moscow, OH         365     1,300

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

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

* W - Wholly Owned; C - Commonly Owned

     DP&L's electric transmission and distribution lines owned
and in service as of December 31, 1997 were as follows:

                              Overhead Lines      Underground Lines
Nominal Voltage               Circuit Miles          Cable Miles
- ---------------               --------------      -----------------
   345 KV                         414*                    0
   138 KV                         366                     3
    69 KV                         944                     1
    33 KV                          46                     0

Less than 33 KV                33,510                 4,725
                               ------                 -----
Total Miles                    35,280                 4,729

* This figure includes 126 circuit miles of 345 KV lines wholly-
  owned by DP&L and DP&L's portion (288 circuit miles) of
  847 circuit miles of 345 KV lines owned as tenants in common
  with CG&E and CSP.


                               -4-
<PAGE>
     DP&L wholly owns and operates 147 substations with a total
capacity of 13,474,000 KVA and owns and operates 15 substations
as tenants in common with CG&E and CSP.  The commonly owned
substations have a total capacity of 8,321,000 KVA, of which
2,890,000 KVA is DP&L's equivalent share.

     DP&L's electric transmission lines have interconnections
with the lines of Ohio Power Company, CSP, CG&E, Ohio Edison
Company and Ohio Valley Electric Corporation, through which DP&L
has access to interstate electric energy markets.

     Exhibits D and E attached hereto show the location of
certain major generating plants and principal transmission lines
of DP&L.

     DP&L's natural gas distribution system delivers gas in 16
counties in Ohio.  DP&L has long term natural gas purchase
agreements with various producers and long term firm
transportation agreements with Columbia Gas Transmission
Corporation ("Columbia"), Columbia Gulf Transmission Corporation
("Columbia Gulf"), Texas Gas Transmission Corporation ("Texas
Gas"), Panhandle Eastern Pipe Line Company ("Panhandle") and ANR
Pipeline Company ("ANR"), including storage agreements with
Columbia, Panhandle and Market Hub Partners.  DP&L also has taken
advantage of interruptible transportation agreements it has with
Texas Eastern Transmission Company, ANR, Columbia, Columbia Gulf,
Texas Gas and Panhandle to receive spot natural gas purchased
through direct market arrangements.  DP&L is also interconnected
with CNG Transmission Corporation.  For peak shaving purposes,
DP&L maintains and operates four propane-air plants with a daily
rated capacity of approximately 70,000 thousand cubic feet
("MCF") of natural gas.  Exhibit F attached hereto outlines
DP&L's gas distribution system, which is entirely within the
State of Ohio.

3.   The following information for the last calendar year with
     respect to claimant and each of its subsidiary public
     utility companies:

          (a)  Number of kWh of electric energy sold (at retail
          or wholesale), and MCF of natural or manufactured gas
          distributed at retail.

          Claimant                   DP&L
          --------                   ----
          None                       16,608,588,000 kWh;
                                         43,516,887 MCF









                               -5-
PAGE>
          (b)  Number of kWh of electric energy and MCF of natural
          or manufactured gas distributed at retail outside the
          State in which each such company is organized.

          Claimant                   DP&L
          --------                   ----
          None                       None

          (c)  Number of kWh of electric energy and MCF of natural
          or manufactured gas sold at wholesale outside the State in
          which each such company is organized, or at the State line.

          Claimant                   DP&L
          --------                   ----
          None                       1,173,175,000 kWh;
                                                 0 MCF

          (d)  Number of kWh of electric energy and MCF of natural
          or manufactured gas purchased outside the State in which
          each such company is organized or at the State line.

          Claimant                   DP&L
          --------                   ----
          None                       466,003,000    kWh;
                                     43,881,068     MCF

4.  The following information for the reporting period with
    respect to claimant and each interest it holds directly or
    indirectly in an EWG or a foreign utility company, stating
    monetary amounts in United States dollars:

          (a)  Name, location, business address and description
          of the facilities used by the EWG or foreign utility
          company for the generation, transmission and distribution
          of electric energy for sale or for the distribution at
          retail of natural or manufactured gas.

          Indeck Pepperell Power Associates, Inc.
          1130 Lake Cook Road, Suite 200
          Buffalo Grove, IL  60089

          Indeck Pepperell is a 38 MW plant used for the generation
          of electricity.





                               -6-
<PAGE>
          (b)  Name of each system company that holds an interest
          in such EWG or foreign utility company; and description
          of the interest held.

          MVL:  7.254% equity interest in project.

          (c)  Type and amount of capital invested, directly or
          indirectly, by the holding company claiming exemption;
          any direct or indirect guarantee of the security of the
          EWG or foreign utility company by the holding company
          claiming exemption; and any debt or other financial
          obligation for which there is recourse, directly or
          indirectly, to the holding company claiming exemption or
          another system company, other than the EWG or foreign
          utility company.

          MVL:  Equity investment of $688,956.19.

          (d)  Capitalization and earnings of the EWG or foreign
          utility company during the reporting period.

          Capitalization:  $9.5 million
          Earnings:        None (non-operational)

          (e)  Identify any service, sales or construction
          contract(s) between the EWG or foreign utility company
          and a system company, and describe the services to be
          rendered or goods sold and fees or revenues under such
          agreement(s).

          None




















                               -7-
<PAGE>
                          EXHIBIT INDEX


                                                                  Page
                                                                  ----

Exhibit A    -  Consolidating Financial Statements for             11
                twelve months ended December 31, 1997           

Exhibit A-1  -  Non-Utility Consolidating Financial                16
                Statements for twelve months ended
                December 31, 1997

Exhibit B    -  Financial Data Schedule                             9
                                                                  
Exhibit C    -  An organizational chart showing the                 9
                relationship of each EWG or foreign
                utility company to associate companies
                in the holding-company system

Exhibit D    -  Map showing location of certain major              46
                electric generating plants, transmission
                substations and 765 KV and 345 KV
                transmission lines owned by DP&L or
                interconnected with DP&L's electric system

Exhibit E    -  Map showing location of a major electric           47
                generation plant, certain major transmission
                substations and 345 KV and 138 KV transmission
                lines within DP&L's service territory

Exhibit F    -  Map showing location of certain major              48
                natural gas transmission and distribution
                lines within DP&L's service territory







                               -8-
<PAGE>
                            EXHIBIT A

     A consolidating statement of income and surplus of the
claimant and its subsidiary companies for the last calendar year,
together with a consolidating balance sheet of claimant and its
subsidiary companies as of the close of such calendar year.

     Consolidating financial statements for the twelve months
ended December 31, 1997 are attached as Exhibit A.  Non-utility
consolidating financial statements for the twelve months ended
December 31, 1997 are attached as Exhibit A-1.


                            EXHIBIT B
                                
                     FINANCIAL DATA SCHEDULE

     If, at the time a report on this form is filed, the
registrant is required to submit this report and any amendments
thereto electronically via EDGAR, the registrant shall furnish a
Financial Data Schedule.  The Schedule shall set forth the
financial and other data specified below that are applicable to
the registrant on a consolidated basis.

                                                   Amount
   Item No.         Caption Heading            ($) in Millions
   --------         ---------------            ---------------
      1             Total Assets                   3,585.2
      2             Total Operating Revenues       1,332.9
      3             Net Income                       181.4


                            EXHIBIT C


     An organizational chart showing the relationship of each EWG
or foreign utility company to associate companies in the holding
company system.


Claimant (Holding Company):     DPL Inc.

Subsidiary of Claimant
having relationship with EWG:   MVL

Name of EWG:                    Indeck Pepperell Power
Associates, Inc.




                               -9-
<PAGE>
     The above-named claimant has caused this statement to be
duly executed on its behalf by its authorized officer on this
26th day of February, 1998.




                                      DPL Inc.
                                 ------------------
                                 (Name of claimant)


                           By: /s/ Thomas M. Jenkins
                           ----------------------------------   
                                   Thomas M. Jenkins
                           Group Vice President and Treasurer





Attest:

  /s/ Stephen F. Koziar Jr.
- ----------------------------------
      Stephen F. Koziar Jr.
Group Vice President and Secretary



     Name, title and address of officer to whom notices and
correspondence concerning this statement should be addressed:


   Stephen F. Koziar, Jr., Group Vice President and Secretary
   ----------------------------------------------------------
                  (Name)            (Title)


         Courthouse Plaza Southwest, Dayton, Ohio  45402
         -----------------------------------------------
                            (Address)







                              -10-
<PAGE>
                            APPENDIX



Exhibit D - page 46

A color-coded map of certain major electric transmission
substations and 345 kv transmission lines wholly owned by
DP&L as well as certain major electric generating plants,
transmission substations and 345 kv transmission lines
commonly owned by DP&L with other Ohio utilities.  The map
also shows certain major generating plants, transmission
substations and 765 kv and 345 kv transmission lines of
neighboring utilities that are interconnected with the DP&L
system.  The geographic area represented by the map is the
southern half of Ohio and small portions of bordering
states.

Exhibit E - page 47

A color-coded map of a wholly owned electric generating
plant and certain major wholly owned and commonly owned
transmission substations and 345 kv and 138 kv transmission
lines located within DP&L's service territory in West
Central Ohio.

Exhibit F - page 48

A color coded map of certain major natural gas transmission
and distribution lines and monitor, control, measurement and
supply points owned by DP&L and other companies within
DP&L's service territory in West Central Ohio.



















                              -49-


<TABLE> <S> <C>

<ARTICLE> OPUR3
<CIK> 0000787250
<NAME> DPL INC.
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                                    3585
<TOTAL-OPERATING-REVENUES>                        1333
<NET-INCOME>                                       181
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> OPUR3
<SUBSIDIARY>
   <NUMBER> 1
   <NAME> DAYTON POWER & LIGHT CO
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                                    3327
<TOTAL-OPERATING-REVENUES>                        1254
<NET-INCOME>                                       171
        

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                 EXHIBIT A

                                  DPL INC.
                      CONSOLIDATING FINANCIAL STATEMENTS
                               INCOME STATEMENT
                        YEAR-TO-DATE DECEMBER 31, 1997
                                ($) MILLIONS

                                   DPL INC    DP&L CONS      SUBS     ELIMIN      TOTAL
                                   -------    ---------      ----     ------      -----
<S>                                  <C>        <C>         <C>       <C>       <C>
Utility Service Revenue                0.0      1,254.4       0.0       (2.2)   1,252.2
Non-Utility Revenue                  181.4          0.0     134.0     (234.7)      80.7
                                     -----      -------     -----      -----    -------
Total Operating Revenue              181.4      1,254.4     134.0     (236.9)   1,332.9
                                     -----      -------     -----      -----    -------

Fuel and Purchased Power               0.0        227.9       0.0        0.0      227.9
Gas Purchased for Resale               0.0        150.7      68.8        0.0      219.5
Operation & Maintenance                0.7        251.9      55.0      (55.9)     251.7
Depreciation & Amortization            0.0        125.9       1.7        0.0      127.6
General Taxes                          0.0        133.5       0.3        0.0      133.8
                                     -----      -------     -----      -----    -------
Total Operating Expense                0.7        889.9     125.8      (55.9)     960.5
                                     -----      -------     -----      -----    -------
Operating Income Before Tax          180.7        364.5       8.2     (181.0)     372.4

Income Taxes                           0.4         99.5       5.5        0.0      105.4
                                     -----      -------     -----      -----    -------
Operating Income After Tax           180.3        265.0       2.7     (181.0)     267.0

Interest Expense                       0.9         86.0       2.1       (2.7)      86.3
Preferred Stock Dividends              0.0          0.9       0.0        0.0        0.9
Interest & Other Inc &
 Deductions, net                      (2.0)        (9.8)    (11.4)       4.8      (18.4)
                                     -----      -------     -----      -----    -------
Net Operating Income                 181.4        187.9      12.0     (183.1)     198.2
                                     
Deferral (Amort) of Reg Assets         0.0        (16.8)      0.0        0.0      (16.8)
                                     -----      -------     -----      -----    -------
Net Income                           181.4        171.1      12.0     (183.1)     181.4
                                     =====      =======     =====      =====    =======
</TABLE>




























                                   - 11 -
<PAGE>
<TABLE>
<CAPTION>
                                 EXHIBIT A

                                  DPL INC.
                      CONSOLIDATING FINANCIAL STATEMENTS
                                BALANCE SHEET
                        YEAR-TO-DATE DECEMBER 31, 1997
                                ($) MILLIONS
                               
                                   DPL INC    DP&L CONS      SUBS     ELIMIN      TOTAL
                                   -------    ---------      ----     ------      -----
<S>                                <C>         <C>          <C>     <C>        <C>
Property                               0.0      3,613.6      29.2        0.0    3,642.8
Accumulated Depreciation & Amort       0.0     (1,367.7)    (18.9)       0.0   (1,386.6)
                                   -------      -------     -----    -------    -------
Net Property                           0.0      2,245.9      10.3        0.0    2,256.2
                                   -------      -------     -----    -------    -------

Cash & Temporary Investments           9.8         11.8       4.4        0.0       26.0
Accounts Receivable (Net)             18.6        205.8      16.7      (29.6)     211.5
Inventory                              0.0         87.1       0.4        0.0       87.5
Taxes Applicable to Subsequent Yrs     0.0         91.8       0.0        0.0       91.8
Other Current Assets                   0.0         61.5       2.7      (10.0)      54.2
                                   -------      -------     -----    -------    -------
Total Current Assets                  28.4        458.0      24.2      (39.6)     471.0
                                   -------      -------     -----    -------    -------

Income Tax Assets                      0.0        208.2       0.0        0.0      208.2
Regulatory Assets                      0.0        116.7       0.0        0.0      116.7
Financial Assets                       1.3        111.1     271.7        0.0      384.1
Other Assets                       1,394.1        186.9      10.4   (1,442.4)     149.0
                                   -------      -------     -----    -------    -------
Total Other Assets                 1,395.4        622.9     282.1   (1,442.4)     858.0
                                   -------      -------     -----    -------    -------
Total Assets                       1,423.8      3,326.8     316.6   (1,482.0)   3,585.2
                                   =======      =======     =====    =======    =======


Accounts Payable                      10.2        124.2      25.0      (29.6)     129.8
Current Portion - Long-Term Debt       3.0          0.4       0.0        0.0        3.4
Short-Term Debt                       36.0         81.0       6.1       (7.4)     115.7
Accrued Taxes                          0.0        157.8       0.7        0.0      158.5
Accrued Interest                       3.6         20.7       0.0        0.0       24.3
Other Current Liabilities              0.0         41.9      14.3      (10.0)      46.2
                                   -------      -------     -----    -------    -------
Total Current Liabilities             52.8        426.0      46.1      (47.0)     477.9
                                   -------      -------     -----    -------    -------

Deferred Credits & Other               0.0        138.4     151.7        0.0      290.1
Unamort Investment Tax Credit          0.0         72.3       0.2        0.0       72.5
Deferred Income Taxes                  0.0        500.5     (29.1)      (6.5)     465.0
                                   -------      -------     -----    -------    -------
Total Deferred Credits & Other         0.0        711.2     122.8       (6.5)     827.5
                                   -------      -------     -----    -------    -------

Common Stock                           1.6          0.4       0.1       (0.5)       1.6
Other Paid-In Capital                705.0        739.1     119.3     (884.0)     679.3
Earnings Reinvested                  579.4        541.3      28.3     (544.0)     605.1

Pref Stock w/o Mand Redmp              0.0         22.9       0.0        0.0       22.9
Total Long-Term Debt                  85.0        885.9       0.0        0.0      970.9
                                   -------      -------     -----    -------    -------
Total Capitalization               1,371.0      2,189.6     147.7   (1,428.5)   2,279.8
                                   -------      -------     -----    -------    -------
Total Liabilities & Equity         1,423.8      3,326.8     316.6   (1,482.0)   3,585.2
                                   =======      =======     =====    =======    =======
</TABLE>



                                    -12-
<PAGE>
                                  EXHIBIT A
        
                        THE DAYTON POWER & LIGHT COMPANY
                       CONSOLIDATING FINANCIAL STATEMENTS
                               INCOME STATEMENT
                        YEAR-TO-DATE DECEMBER 31, 1997
                                ($) MILLIONS

                                      DP&L      SUBS    ELIMIN      TOTAL
                                      ----      ----    ------      -----
Utility Service Revenue            1,254.4       0.0       0.0    1,254.4
Non-Utility Revenue                    0.0       0.7      (0.7)       0.0
                                   -------       ---       ---    -------
Total Operating Revenue            1,254.4       0.7      (0.7)   1,254.4
                                   -------       ---       ---    -------

Fuel and Purchased Power             227.9       0.0       0.0      227.9
Gas Purchased for Resale             150.7       0.0       0.0      150.7
Operation & Maintenance              251.6       0.9      (0.7)     251.8
Depreciation & Amortization          125.8       0.2       0.0      126.0
General Taxes                        133.5       0.0       0.0      133.5
                                   -------       ---       ---    -------
Total Operating Expense              889.5       1.1      (0.7)     889.9
                                   -------       ---       ---    -------
Operating Income Before Tax          364.9      (0.4)      0.0      364.5

Income Taxes                          98.4       1.2       0.0       99.6
                                   -------       ---       ---    -------
Operating Income After Tax           266.5      (1.6)      0.0      264.9

Interest Expense                      85.9       0.1       0.0       86.1
Preferred Stock Dividends              0.9       0.0       0.0        0.9
Interest & Other Inc &
 Deductions, net                      (8.2)     (3.8)      2.1       (9.9)
                                   -------       ---       ---    -------
Net Operating Income                 187.9       2.1      (2.1)     187.9
                                     
Deferral (Amort) of Reg Assets       (16.8)      0.0       0.0      (16.8)
                                   -------       ---       ---    -------
Net Income                           171.1       2.1      (2.1)     171.1
                                   =======       ===       ===    =======




























                                   - 13 -
<PAGE>
                                  EXHIBIT A

                        THE DAYTON POWER & LIGHT COMPANY
                       CONSOLIDATING FINANCIAL STATEMENTS
                                BALANCE SHEET
                        YEAR-TO-DATE DECEMBER 31, 1997
                                ($) MILLIONS

                                      DP&L      SUBS    ELIMIN      TOTAL
                                      ----      ----    ------      -----
Property                           3,612.4       2.6      (1.5)   3,613.6
Accumulated Depreciation & Amort  (1,366.6)     (1.1)      0.0   (1,367.7)
                                   -------       ---     -----    -------
Net Property                       2,245.8       1.5      (1.5)   2,245.9
                                   -------       ---     -----    -------

Cash & Temporary Investments          11.3       0.5       0.0       11.8
Accounts Receivable (Net)            206.0       0.2      (0.4)     205.8
Inventory                             87.1       0.0       0.0       87.1
Taxes Applicable to Subsequent Yrs    91.8       0.0       0.0       91.8
Other Current Assets                  61.5       0.0       0.0       61.5
                                   -------       ---     -----    -------
Total Current Assets                 457.7       0.7      (0.4)     458.0
                                   -------       ---     -----    -------

Income Tax Assets                    208.2       0.0       0.0      208.2
Regulatory Assets                    116.8       0.0       0.0      116.8
Financial Assets                       0.5     110.6       0.0      111.1
Other Assets                         284.9       0.0     (98.1)     186.8
                                   -------     -----     -----    -------
Total Other Assets                   610.4     110.6     (98.1)     622.9
                                   -------     -----     -----    -------
Total Assets                       3,313.9     112.9    (100.0)   3,326.8
                                   =======     =====     =====    =======


Accounts Payable                     124.4       0.1      (0.2)     124.3
Current Portion - First Mort Bonds     0.4       0.0       0.0        0.4
Short-Term Debt                       79.7       1.5      (0.2)      81.0
Accrued Taxes                        156.5       1.3       0.0      157.8
Accrued Interest                      20.7       0.0       0.0       20.7
Other Current Liabilities             41.9       0.0       0.0       41.9
                                   -------     -----     -----    -------
Total Current Liabilities            423.6       2.9      (0.4)     426.1
                                   -------     -----     -----    -------

Deferred Credits & Other             138.4       0.0       0.0      138.4
Unamort Investment Tax Credit         72.3       0.0       0.0       72.3
Deferred Income Taxes                496.2       4.3       0.0      500.5
                                   -------     -----     -----    -------
Total Deferred Credits & Other       706.9       4.3       0.0      711.2
                                   -------     -----     -----    -------

Common Stock                           0.4       0.0       0.0        0.4
Other Paid-In Capital                739.0      96.6     (96.6)     739.0
Earnings Reinvested                  535.2       9.1      (3.0)     541.3

Pref Stock w/o Mand Redmp             22.9       0.0       0.0       22.9
Total Long-Term Debt                 885.9       0.0       0.0      885.9
                                   -------     -----     -----    -------
Total Capitalization               2,183.4     105.7     (99.6)   2,189.5
                                   -------     -----     -----    -------
Total Liabilities & Equity         3,313.9     112.9    (100.0)   3,326.8
                                   =======     =====     =====    =======




                                    -14-






                           EXHIBIT A-1

     Certain consolidating financial statements herein are being
filed by the Company under separate cover to be afforded
confidential treatment.  Pursuant to the Freedom of Information
Act and Applicable rules of the Securities and Exchange
Commission, the consolidating financial information relating to
the Company's non-utility subsidiaries have been separated from
the remainder of Exhibit A and marked "CONFIDENTIAL TREATMENT
REQUESTED BY DPL INC."

     The Statements for which confidential treatment is requested
are found on pages 16 through 45 of Exhibit A-1 bearing the
following headings:

1.  Inc. Consolidation Detail Report, Subsidiaries
    Unconsolidated, Income Statement, Year to Date 12/31/97;

2.  Inc. Consolidation Detail Report, Subsidiaries
    Unconsolidated, Balance Sheet, Year to Date 12/31/97;

3.  MV Leasing Consolidation Detail Report, Income Statement,
    Year to Date 12/31/97;

4.  MV Leasing Consolidation Detail Report, Balance Sheet, Year
    to Date 12/31/97;

5.  MVD Consolidation Detail Report, Income Statement, Year to
    Date 12/31/97;

6.  MVD Consolidation Detail Report, Balance Sheet, Year to Date
    12/31/97;

7.  DP&L Consolidation Detail Report, Subsidiaries
    Unconsolidated, Income Statement, Year to Date 12/31/97; and

8.  DP&L Consolidation Detail Report, Subsidiaries
    Unconsolidated, Balance Sheet, Year to Date 12/31/97.










                              -15-



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