UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                                   
                               FORM 10-Q
                                   
                                   
      (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
                                   
           For the quarterly period ended JuneSeptember 30, 1997
                                   
                                  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  1-2385
                                            ------

                  THE DAYTON POWER AND LIGHT COMPANY
        (Exact name of registrant as specified in its charter)

            OHIO                                 31-0258470
- -------------------------------     ------------------------------------
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
incorporation or organization)
                                   
                      Courthouse Plaza Southwest
                          Dayton, Ohio  45402
                ----------------------------------------
                (Address of principal executive offices)

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

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 registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this form with
the reduced disclosure format.

Indicate the number of shares of the issuer's classes of common stock,
as of the latest practicable date.

  Common Stock, $.01 par value               41,172,173 Shares
  ----------------------------       -----------------------------------------------------------------
    (Title of each class)            (Outstanding at JuneSeptember 30, 1997)





                  THE DAYTON POWER AND LIGHT COMPANY

                                 INDEX


                                                          Page No.
                                                          --------
Part I - Financial Information

     Item 1.  Financial Statements

          Consolidated Statement of Results of Operations    1

          Consolidated Statement of Cash Flows               2

          Consolidated Balance Sheet                         3

          Notes to Consolidated Financial Statements         5

          Operating Statistics                               6


     Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of 
                Operations                                   8


Part II - Other Information                                 10

     Signatures                                             11



                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   i

            CONSOLIDATED STATEMENT OF RESULTS OF OPERATIONS
                                   
                  The Dayton Power and Light Company
                                   
                                   
                                       Three Months Ended    SixNine Months Ended
                                          JuneSeptember 30         JuneSeptember 30
                                       ------------------    ---------------------------------
                                          1997    1996         1997    1996
                                          ----    ----         ----    ----
                                          --millions--         --millions--
Income                                                         
- ------                                                               
Utility service revenues--                                     
                                                               
  Electric                              $234.7   $245.6   $487.8   $510.2$260.6  $257.2       $748.4  $767.5
  Gas and other                          35.1     36.4    139.3    140.8Other                           23.3    21.0        162.6   161.8
                                        ------  ------       ------  ------
     Total Utility Service Revenues      269.8    282.0    627.1    651.0283.9   278.2        911.0   929.3
                                                               
Interest and other income                  2.3      4.2      4.41.7     1.2          6.1     7.2
                                        ------  ------       ------  ------
     Total Income                        272.1    286.2    631.5    657.1285.6   279.4        917.1   936.5
                                        ------  ------       ------  ------
Expenses                                                       
- --------                                                               
Fuel and purchased power                  51.0     54.6    106.2    116.259.5    57.8        165.7   174.1
Gas purchased for resale                  19.9     19.5     86.8     84.010.8     9.7         97.6    93.7
Operation and maintenance                 59.4     69.3    111.2    125.052.3    56.2        163.4   181.2
Depreciation and amortization             31.2     31.2     62.5     60.431.5    29.6         94.0    90.0
Amortization of regulatory assets, net     3.8      3.4      8.0      7.54.6     4.2         12.6    11.6
General taxes                             33.3     31.9     66.9     64.133.5    32.3        100.4    96.3
Interest expense                          21.9     22.1     43.7     44.220.3    22.4         64.0    66.6
                                        ------  ------       ------  ------
     Total Expenses                      220.5    232.0    485.3    501.4212.5   212.2        697.7   713.5
                                        ------  ------       ------  ------
Income Before Income Taxes                51.6     54.2    146.2    155.773.1    67.2        219.4   223.0
                                                               
Income taxes                              18.4     21.1     50.8     59.928.8    25.5         79.6    85.4
                                        ------  ------       ------  ------
Net Income                                33.2     33.1     95.4     95.844.3    41.7        139.8   137.6
                                                               
Preferred dividends                                            
                                           0.2     0.2          0.4      0.40.7     0.7
                                        ------  ------       ------  ------
Earnings on Common Stock                $ 33.044.1  $ 32.9   $ 95.0   $ 95.441.5       $139.1  $136.9
                                        ======  ======       ======  ======
                                   
                                   
SetSee Notes to Consolidated Financial Statements.
These interim statements are unaudited.
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                  -1-

                 CONSOLIDATED STATEMENT OF CASH FLOWS

                  The Dayton Power and Light Company
                                   
                                                   SixNine Months Ended
                                                      JuneSeptember 30
                                                   ---------------------------------
                                                     1997      1996
                                                     ----      ----
                                                     --millions--
Operating Activities                                       
- --------------------                                                           
  Cash received from utility customers            $651.8   $654.4$940.7     $954.1
  Other operating cash receipts                      5.3      5.07.2        7.7
  Cash paid for:                                            
     Fuel and purchased power                     (115.4)  (108.1)(173.2)    (166.7)
     Purchased gas                                (92.7)   (95.0)(128.7)    (133.5)
     Operation and maintenance labor               (43.5)   (43.1)(60.2)     (60.4)
     Nonlabor operating expenditures              (79.5)   (90.0)(116.5)    (142.8)
     Interest                                      (43.1)   (43.5)(68.6)     (70.0)
     Income taxes                                  (40.7)   (35.7)(43.1)     (62.9)
     Property, excise and payroll taxes           (74.8)   (72.1)(108.8)    (103.8)
                                                  ------     ------          
  Net cash provided by operating activities        167.4    171.9
                                                  ------   ------248.8      221.7
                                                            
Investing Activities                                        
- --------------------                                                            
  Property expenditures                            (48.4)   (41.5)(76.3)     (80.2)
  Other activities                                 (21.7)   (86.0)(33.1)    (103.9)
                                                  ------     ------     
  Net cash used for investing activities          (70.1)  (127.5)
                                                  ------   ------(109.4)    (184.1)
                                                             
Financing Activities                                        
- --------------------                                                            
  Dividends paid on common stock                   (57.9)   (69.4)(86.9)    (103.9)
  Dividends paid on preferred stock                 (0.4)    (0.4)(0.7)      (0.7)
  Retirement of long-term debt                     (40.4)      (0.1)
  Issuance/retirement(0.4)
  Issuance (retirement) of short-term debt          16.8     (3.5)(4.0)      31.5
                                                  ------     ------     
  Net cash used for financing activities          (81.9)   (73.4)
                                                  ------   ------(132.0)     (73.5)
                                                     
                                                  
Cash and temporary cash investments--                       
- -----------------------------------                                   
  Net change                                         15.4    (29.0)7.4      (35.9)
  Balance at beginning of period                     2.1       39.1
                                                  ------     ------     
  Balance at end of period                        $  17.59.5     $  10.13.2
                                                  ======     ======
                                   
See Notes to Consolidated Financial Statements.
These interim statements are unaudited.
                                  
                                  -2-

                      CONSOLIDATED BALANCE SHEET

                  The Dayton Power and Light Company

                                                    At             At
                                                JuneSeptember 30,  December 31,
                                                   1997           1996
                                                ---------------------  ------------
                                                        --millions--
                                                                 
ASSETS                                                           
- ------                                                                 
Property                                         $3,528.8$3,553.4       $3,493.2
- --------                                                            
Less--                                                      
  Accumulated depreciation and amortization      (1,302.6)(1,330.0)      (1,249.4)
                                                 --------       --------    
     Net property                                 2,226.22,223.4        2,243.8
                                                 --------       --------    
Current Assets                                              
- --------------                                                            
Cash and temporary cash investments                   17.59.5            2.1
Accounts receivable, less provision for             
   uncollectible accounts                           156.3152.5          193.4
Inventories, at average cost                         65.180.3           75.2
Deferred property and excise taxes                   81.049.7           87.3
Other                                                15.921.7           54.3
                                                 --------       --------    
  Total current assets                              335.8313.7          412.3
                                                 --------       --------    
Other Assets                                                
- ------------                                                            
Financial assets                                     75.894.1           56.0
Income taxes recoverable through future revenues    220.3214.4          222.4
Regulatory assets                                   127.7121.7          137.3
Other                                               183.3184.0          171.4
                                                 --------       --------    
  Total other assets                                607.1614.2          587.1
                                                 --------       --------    
Total Assets                                     $3,169.1$3,151.3       $3,243.2
                                                 ========       ========



See Notes to Consolidated Financial Statements.
These interim statements are unaudited.





                                  -3-

                      CONSOLIDATED BALANCE SHEET
                              (continued)
                  The Dayton Power and Light Company

                                                    At             At
                                                JuneSeptember 30,  December 31,
                                                   1997           1996
                                                ---------------------  ------------
                                                        --millions--
CAPITALIZATION AND LIABILITIES                                   
- ------------------------------                                         
Capitalization                                                   
- --------------                                                                 
Common shareholder's equity--                               
  Common stock                                   $    0.4      $    0.4
  Other paid-in capital                             739.0         738.9
  Earnings reinvested in the business               488.0505.2         478.2
                                                 --------      --------
     Total common shareholder's equity            1,227.41,244.6       1,217.5
                                                            
Preferred stock                                      22.9          22.9
Long-term debt                                      925.9         926.3
                                                 --------      --------     
     Total capitalization                         2,176.22,193.4       2,166.7
                                                 --------      --------     
Current Liabilities                                         
- -------------------                                                            
Accounts payable                                     72.166.3         109.6
Dividends payable                                    29.031.6            -
Short-term debt                                       28.27.3          11.3
Accrued taxes                                        93.696.5         136.6
Accrued interest                                     21.515.9          21.6
Current deferred income tax                          23.315.2            -
Current portion of long-term debt                     0.4          40.4
Other                                                26.328.6          49.1
                                                 --------      --------     
     Total current liabilities                      294.4261.8         368.6
                                                 --------      --------     
                                                 
Deferred Credits and Other                                  
- --------------------------                                             
Deferred taxes                                      509.7506.8         513.2
Unamortized investment tax credit                    73.773.0          75.2
Other                                               115.1116.3         119.5
                                                 --------      --------     
     Total deferred credits and other               698.5696.1         707.9
                                                 --------      --------     
Total Capitalization and Liabilities             $3,169.1$3,151.3      $3,243.2
                                                 ========      ========

See Notes to Consolidated Financial Statements.
These interim statements are unaudited.


                                  -4-

              Notes to Consolidated Financial Statements


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

2.   The consolidated financial statements in this report have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations.  These consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes
thereto in the Company's 1996 Annual Report on Form 10-K.

     The information included in this Form 10-Q reflects all adjustments 
which are, in the opinion of management, necessary for a fair statement 
of the results of operations for the periods presented.  Any adjustments 
are of a normal recurring nature.




























                                  -5-

                         OPERATING STATISTICS
                                   
                  The Dayton Power and Light Company
                                   
                                   
                                         Three Months Ended  SixNine Months Ended
                                            JuneSeptember 30        JuneSeptember 30
                                         ------------------  ---------------------------------
                                             1997     1996       1997     1996
                                             ----     ----       ----     ----
Electric                                                      
- --------                                                              

Sales (millions of kWh)--                                      
  Residential                               1,002    1,032    2,410    2,5301,141    1,197      3,551    3,727
  Commercial                                  829      881    1,652    1,713953      895      2,604    2,608
  Industrial                                1,192    1,122    2,282    2,1851,244    1,198      3,526    3,383
  Other                                       804      750    1,642    1,696968      814      2,611    2,510
                                          -------  -------    -------  -------
     Total                                  3,827    3,785    7,986    8,1244,306    4,104     12,292   12,228
                                                               
Revenues (thousands of dollars)--                              
  Residential                             89,448   94,967  202,299  214,317102,024  107,348    304,323  321,665
  Commercial                               57,933   63,052  114,387  119,86559,801   59,224    174,188  179,089
  Industrial                               55,698   55,501  107,830  108,92959,633   57,800    167,462  166,729
  Other                                    31,630   32,043   63,295   67,07639,134   32,884    102,430   99,960
                                          -------  -------    -------  -------
     Total                                234,709  245,563  487,811  510,187260,592  257,256    748,403  767,443
                                                               
Other Electric Statistics--                                    
  Average price per kWh--retail and                             
     wholesale customers (cents)             6.05     6.41     6.03     6.215.97     6.19       6.01     6.20
  Fuel cost per net kWh generated (cents)    1.26     1.24     1.261.27     1.23       1.27     1.26
  Electric customers at end of period     81,982  476,822  481,982  476,822481,200  477,675    481,200  477,675
  Average kWh use per residential 
     customer                               2,331    2,420    5,608    5,9382,654    2,805      8,260    8,742
  Peak demand-maximum one hour                                  
     use (mw), (net)                        2,812    2,641    2,812    2,6682,848    2,887      2,848    2,887
                                                               
                                                               
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                  -6-

                         OPERATING STATISTICS
                              (continued)
                  The Dayton Power and Light Company
                                   
                                   
                                         Three Months Ended  SixNine Months Ended
                                            JuneSeptember 30        JuneSeptember 30
                                         ------------------  ---------------------------------
                                             1997     1996       1997     1996
                                             ----     ----       ----     ----  
Gas                                                           
- ---                                                              

Sales (millions of MCF)--                                      
  Residential                               3,883    4,284   17,029   18,9972,006    1,841     19,035   20,838
  Commercial                                  1,187    1,242    5,204    5,689835      631      6,039    6,320
  Industrial                                  368      739    1,566    2,585164      158      1,729    2,743
  Other                                       265      410    1,282    1,718104      244      1,387    1,962
  Transportation gas delivered              4,660    3,623   10,830    9,2743,201    3,092     14,031   12,366
                                          -------  -------    -------  -------
     Total                                  10,363   10,298   35,911   38,2636,310    5,966     42,221   44,229
                                                               
Revenues (thousands of dollars)--                              
  Residential                              22,514   22,793   91,467   89,70315,074   12,922    106,540  102,625
  Commercial                                6,194    5,964   26,223   25,0924,601    3,544     30,824   28,636
  Industrial                                  1,786    2,951    7,366   10,210725      868      8,092   11,078
  Other                                     4,464    4,108   13,443   13,3262,940    3,317     16,384   16,643
                                          -------  -------    -------  -------
     Total                                 34,958   35,816  138,499  138,33123,340   20,651    161,840  158,982
                                                               
Other Gas Statistics--                                         
  Average price MCF-retail customers         
     (dollars)                               5.57     5.00     5.23     4.556.74     6.39       5.39     4.72
  Gas customers at end of period          299,047  295,351  299,047  295,351297,458  295,110    297,458  295,110
                                                               
Degree Days (based on calendar month)--                                 
  Heating                                     830      723    3,618    3,920111      107      3,729    4,027
  Cooling                                     183      282      183      282486      552        669      834
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                  -7-

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.


     The Company's earnings on common stock were $44.1 million for the
secondthird quarter, and
year-to-dateup $2.6 million from 1996.  For the nine months ended
September 30, 1997, earnings on common stock were $33.0 and $95.0, respectively, approximately
equal$139.1 million
compared to earnings$136.9 million earned in the same periodsperiod last year.
Electric sales to
industrial customers continue to grow, up 4% year-to-date versus the
same period a year ago.  The economy, combined with successfulOngoing cost control efforts throughout the Company helped to mitigate the impact
of mild firstresulted in a
reduction in operating and second quarter weather, and maintain our improved
financial performance.maintenance expenses, which offset retail
electric sales levels through September that were 1% below last year.

     The financial condition and results of operations for the secondthird
quarter and sixnine months ended JuneSeptember 30, 1997 and 1996 are discussed 
below.

Financial Condition
- -------------------
     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.  The
Company'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.

     As of JuneSeptember 30, 1997,  the Company's cash and temporary cash
investment balance was $17.5$9.5 million.  In addition, $75.8$94.1 million was
invested in debt and equity financial assets.

     DPL Inc. and its subsidiaries have $200 million available through
a Revolving Credit Agreement ("Credit Agreement").  As of JuneSeptember
30, 1997, DPL Inc. had no outstanding borrowings under this Credit
Agreement.  The Company has authority from the Public Utilities
Commission of Ohio ("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.  The Company also has $97 million 
available in short-term informal lines of credit.  As of JuneSeptember 30, 
1997, the Company had $26.9$6.0 million in commercial paper outstanding.

     The Company anticipates that it has sufficient capacity to issue
First Mortgage Bonds to satisfy its requirements in connection with
the financing of its construction and refinancing programs during the
five year period 1997-2001.







                                  -8-

Results of Operations
- ---------------------
     Utility service revenues increased by $5.7 million from the third
quarter last year and decreased by $12.2$18.3 million and $23.9
million, respectively, for the second quarter and sixnine months
ended JuneSeptember 30, 1997.  An increase in electric sales to other
utilities was the primary cause of the increase for the quarter.
Increases in electric industrial sales wasand sales to other utilities
were offset by reductions in other sales classes, primarily due to the effects
of mild winter and early summer weather andas well as lower fuel cost recovery rates.

     Interest and other income was $1.9 million lower thanrates, resulting
in the second
quarter 1996 and $1.7 million lower than year-to-date as a result of
lower interest income on short-term investments.variation.

     Fuel and purchased power increased $1.7 million compared to the
corresponding quarter a year ago, and decreased $3.6$8.4 million and $10.0
million, respectively,year-to-
date compared to 1996.  Increased purchased power expenses from higher
sales to other utilities caused the second quarter and year-to-date last
year primarily as a result of lowerincrease for the quarter.  Decreased 
retail electric sales and lower fuel costs in both periods.  Decreased purchased power expenses also
contributed towere the primary causes of 
the year-to-date variation.

     Gas purchased for resale increased $0.4$1.1 million compared to
secondand $3.9 million,
respectively, for the third quarter 1996 and $2.8 million year-to-date versus last year.nine months ended September 30, 
1997.  Higher natural gas costs were partially offset by lower sales due 
to milder weather.

     Operation and maintenance expense decreased from last year by
$9.9$3.9 million for the quarter and $13.8$17.8 million year-to-date.  Lower
insurance and claimsemployee benefit costs and overall cost containment efforts
contributed to the second quarter decrease.  In addition,from a downward adjustment to the actuarially
determined pension and retiree health care expenses, resulted indecreased
production maintenance, and overall cost containment efforts
contributed to the third quarter and year-to-date variation.decreases.

     Depreciation and amortization increased by $1.9 million for the
quarter and $4.0 million year-to-date compared to last year due to
increased depreciable plant base.

     General taxes increased $1.4$1.2 million and $2.8$4.1 million compared to
the secondthird quarter and year-to-date 1996,1997, respectively, due to higher
property taxes from additional property.

     Income taxes decreased $2.7increased $3.3 million and $9.1 million,
respectively, from the secondcorresponding
quarter andlast year due to higher book income.  Income taxes decreased
$5.8 million from the year-to-date 1996 primarilylast year due to lower taxable
income.











                                  -9-

                      Part II.  Other Information
                      ---------------------------

Item 5.  Other Information.

Rate Regulation and Government Legislation
- ------------------------------------------

     On April 24, 1996, the Federal Energy Regulatory Commission
("FERC") issued final rules requiring all electric utilities that own
or control transmission facilities to file open-access transmission
service tariffs.  On July 31, 1997, FERC issued an order requiring the
Company and other utilities to refile their open-access transmission
tariffs with FERC byFERC.  The Company filed their revised open-access
transmission tariffs on August 15, 1997.

     On October 15, 1997, PUCO Commissioner David Johnson announced
that he will resign effective November 30, 1997.  Commissioner Johnson
is serving a term that was scheduled to expire in April 11, 1996, the PUCO issued an Entry on Rehearing ordering
utilities to file interruptible electric service tariffs.  On June 14,
1996, the Company filed for approval of a non-firm electric service
rate schedule and replacement power rate riders.  The Company's
interruptible electric service tariffs were approved on May 1, 1997,
and tariffs conforming to this Order were subsequently filed with the
PUCO on May 15, 1997.1998.


Item 6.  Exhibits and Reports on Form 8-K.

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

     No reports on Form 8-K were filed by the Company during the
quarter ended JuneSeptember 30, 1997.





















                                 -10-

                              SIGNATURES




Pursuant to the requirements 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.




                             THE DAYTON POWER AND LIGHT COMPANY
                             ----------------------------------
                                        (Registrant)





Date:  August 14,November 12, 1997     /s/ Paul R. Anderson
       ---------------------------------------     ---------------------------------- 
                             Paul R. Anderson
                             Controller
                             (Principal Accounting Officer)



Date:  August 14,November 12, 1997     /s/ Thomas M. Jenkins
       ---------------------------------------     ----------------------------------
                             Thomas M. Jenkins
                             Group Vice President and Treasurer
                             (Principal Financial Officer)















                                 -11-