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 18, 1996 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
Schedule, which appears on page II-2 of this Form 10-K.



Price Waterhouse LLP

Price Waterhouse LLP
Dayton, Ohio
March 29, 1996