Exhibit 23





               CONSENT OF INDEPENDENT ACCOUNTANTS
               ----------------------------------

We hereby consent to the incorporation by reference in the 
Prospectuses constituting part of the Registration Statement on 
Form S-3 (Registration No. 33-34316) of DPL Inc., with respect 
to its Automatic Dividend Reinvestment and Stock Purchase Plan, 
and Post-Effective Amendment No. 3 on Form S-8, to DPL Inc.'s 
Registration Statement on Form S-4 (Registration No. 33-2551), 
with respect to The Dayton Power and Light Company's Employees' 
Stock Plan, of our report dated January 25, 1994, appearing on 
page 27 of the Annual Report to Shareholders, which is 
incorporated in this Annual Report on Form 10-K.  We also 
consent to the incorporation by reference of our report on the 
Financial Statement Schedules, which appears on page II-2 of 
this Form 10-K.  





Price Waterhouse
Dayton, Ohio
March 14, 1994