Exhibit 3(b)


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

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

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

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

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

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

                                  DPL INC.


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


                                  By Judy W. Lansaw
                                     ---------------------------
                                     Judy W. Lansaw
                                     Vice President and Secretary