Exhibit 10(d)










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






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