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.

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.

I-1

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

I-2

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.

I-3

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.

I-4

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.

I-5

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.

I-6

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

I-7

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

DP&L derived over 99% of its electric output from
coal-fired units in 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.

I-8

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.

I-9

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

I-10

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.

I-11

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.

I-12

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

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

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

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

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

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

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

I-19

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

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

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

I-22

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

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

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

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

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

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

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.

IV-7

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.

IV-8

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.

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.

(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)
========

IV-10

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.

(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)
========

IV-11

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.

(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)
========

IV-12

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.

IV-13

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.

IV-14

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

IV-15

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
======== ======== =======

IV-16

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............