SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant / /
Filed by a party other than the Registrant /X/

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

DPL Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Merrill Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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DPL INC.

COURTHOUSE PLAZA S.W.
DAYTON, OHIO 45402
-------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 15, 1997
-----------------

TO SHAREHOLDERS OF
DPL INC.:

The Annual Meeting of Shareholders for DPL Inc. will be held at Bellbrook
High School, 3737 Upper Bellbrook Road, Bellbrook, Ohio, on Tuesday, April 15,
1997, at 10:00 a.m. Dedicated in September 1996, this new state-of-the-art
learning facility was built to support the growing communities and educational
needs of Sugarcreek Township and Bellbrook. More than 700 students reflect the
school's theme of "Soaring Toward Excellence" in everything they do -- from
academics to music to sports -- garnering regional and national recognition for
their accomplishments.

The business of the meeting will be:

1. To elect three directors of DPL Inc., each of whom shall serve for a
term of three years.

2. To transact such other business as may properly come before the meeting
or any adjournments thereof.

Holders of common shares of record at the close of business on February 17,
1997 are entitled to vote at the meeting.

If you are a holder of common shares and will not be present personally,
please mark, sign, date and return the enclosed proxy in the enclosed
self-addressed envelope as promptly as possible so that the presence of a quorum
may be assured and unnecessary expense avoided. Giving the proxy will not affect
your right to vote in person if you attend the meeting.

Your vote is important to us and we thank you for your prompt response and
continued interest in DPL Inc.

Sincerely,

/s/ Stephen F. Koziar, Jr.

STEPHEN F. KOZIAR, JR.
GROUP VICE PRESIDENT AND SECRETARY
Dayton, Ohio
March 1, 1997

DPL INC.

COURTHOUSE PLAZA S.W., DAYTON, OHIO 45402

-------------------

PROXY STATEMENT
-------------------

This Proxy Statement is furnished to you and other shareholders of DPL Inc.
in connection with the solicitation of proxies by its Board of Directors to be
used at the Annual Meeting of Shareholders to be held at Bellbrook High School,
3737 Upper Bellbrook Road, Bellbrook, Ohio on April 15, 1997 at 10:00 a.m. and
any adjournments thereof. At the close of business on February 17, 1997, the
record date for the Annual Meeting, DPL Inc. had outstanding 106,009,923 common
shares. Only holders of common shares on such record date are entitled to vote
at the Annual Meeting, and each such shareholder is entitled to one vote per
share.

All common shares represented by properly executed proxies received by the
Board of Directors pursuant to this solicitation will be voted in accordance
with the shareholder's directions specified on the proxy. If no directions have
been specified by marking the appropriate squares on the accompanying proxy
card, the shares will be voted "FOR" the proposal as listed. A shareholder
signing and returning the accompanying proxy has the power to revoke it at any
time prior to its exercise.

All expenses in connection with this solicitation of proxies will be paid by
DPL Inc. Proxies will be solicited principally by mail but directors, officers,
and certain other individuals specified by DPL Inc. may personally solicit
proxies. In addition, DPL Inc. has retained Georgeson & Co., a proxy
solicitation firm, to assist in the solicitation of proxies. DPL Inc. will
reimburse custodians, nominees or other persons for their out-of-pocket expenses
in sending proxy material to beneficial owners and will pay Georgeson & Co. a
fee of approximately $12,000, plus out-of-pocket expenses.

This Proxy Statement together with the accompanying proxy card were first
mailed to common shareholders on or about March 1, 1997.

BUSINESS OF THE MEETING

1. ELECTION OF DIRECTORS

The Regulations of DPL Inc. provide for the classification of Directors into
three classes, with each class being of approximately equal size and in no event
shall any class contain fewer than three directors nor more than four directors.
The term of each directorship is three years and the terms of the three classes
are staggered in a manner so that only one class is elected by the shareholders
annually. The Board is presently authorized to consist of nine directors. These
nine directors are also directors of The Dayton Power and Light Company
("DP&L"), the principal subsidiary of DPL Inc. Three directors are to be elected
this year to serve until the Annual Meeting of Shareholders in 2000 or until
their successors are duly elected and qualified.

Unless specifically instructed to the contrary, the Proxy Committee named in
the enclosed form of proxy will vote all duly executed proxies "FOR" the
election of the nominees named below. Should any nominee become unable to accept
nomination or election, the Proxy Committee will vote for the election of such
other person as a director as the present directors may recommend in the place
of such nominee. The following information regarding the nominees and the other
directors continuing in office is based on information furnished by them:

NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2000

COMMON SHARES
BENEFICIALLY OWNED
AT JANUARY 31,
PRINCIPAL OCCUPATION AND OTHER INFORMATION 1997(1)
- -----------------------------------------------------------------------------------------------------------------------------

ERNIE GREEN, Age 58, Director since 1991. 19,890
President and Chief Executive Officer, Ernie Green
[PHOTO1] Industries, Dayton, Ohio, automotive components
manufacturer.
Director: Bank One, Dayton, NA, WPTD-TV, The Duriron
Company, Acordia, Inc., Eaton Corp., Fluor Daniel/GTI,
Gradall
DAVID R. HOLMES, Age 56, Director since 1994. 5,292
Chairman, President and Chief Executive Officer, The
[PHOTO2] Reynolds and Reynolds Company, Dayton, Ohio, information
management systems.
Director: NCR Corporation.
Advisor: J. L. Kellogg Graduate School of Management,
Northwestern University.
Member: Dayton Business Committee, Area Progress Council,
Downtown Dayton Partnership.
BURNELL R. ROBERTS, Age 69, Director since 1987. 21,271
Chairman, Sweetheart Holdings, Inc. Retired Chairman of
[PHOTO3] the Board and Chief Executive Officer, The Mead
Corporation, Dayton, Ohio, forest products producer.
Director: Armco Inc., The Perkin-Elmer Corporation,
Rayonier, Inc., Universal Protective Plastics, Inc., Day
International Group, Inc.

CLASS OF 1998
-------------
THOMAS J. DANIS, Age 47, Director since 1989. 21,423
Former Chairman and Chief Executive Officer, The Danis
[PHOTO4] Companies, Dayton, Ohio, construction, real estate and
environmental services.
Director: CSR America Inc.
Trustee: University of Dayton, Dayton Foundation, Miami
Valley Research Park Foundation.
ALLEN M. HILL, Age 51, Director since 1989. 21,240
President and Chief Executive Officer, DPL Inc. and The
[PHOTO5] Dayton Power and Light Company.
Chairman: Dayton Business Committee
Director: Citizens Federal Bank, F.S.B., Dayton Boys/
Girls Club, Ohio Electric Utility Institute.
Trustee: The University of Dayton, Miami Valley
Economic Development Coalition.
W AUGUST HILLENBRAND, Age 56, Director since 1992. 11,634
President and Chief Executive Officer, Hillenbrand
[PHOTO6] Industries, Batesville, Indiana, a diversified public
holding company with five wholly-owned and autonomously
operated subsidiaries manufacturing caskets, hospital
furniture, hospital supplies, high-tech security locks and
providing funeral planning services.
Director: Forecorp, Inc., Forethought Life Insurance
Company.
Trustee: Denison University, National Committee for
Quality Health Care, Batesville Girl Scouts.

CLASS OF 1999
-------------
JAMES F. DICKE, II, Age 51, Director since 1990. 58,963
President, Crown Equipment Corporation, New Bremen, Ohio,
[PHOTO7] international manufacturer and distributor of electric
lift trucks and material handling products.
Director: Regional Boys and Girls Clubs of America, Dayton
Art Institute.
Vice Chairman: Trinity University Board of Trustees.
Secretary: Culver Educational Foundation.
PETER H. FORSTER, Age 54, Director since 1979. 21,586
Chairman, DPL Inc. and The Dayton Power and Light Company.
[PHOTO8] Chairman: Miami Valley Research Foundation.
Director: Bank One, Dayton, NA, Amcast Industrial Corp.,
Comair Holdings, Inc.
Trustee: F.M. Tait Foundation, Arts Center Foundation.
JANE G. HALEY, Age 66, Director since 1978. 31,713
President and Chief Executive Officer, Gosiger, Inc.,
[PHOTO9] Dayton, Ohio, national importer and distributor of machine
tools.
Director: Key Bank, Advisory Board, Dayton, Ohio.
Trustee: University of Dayton, Chaminade-Julienne High
School, Dayton, Ohio, Miami Valley Economic Development
Coalition.
Member: Area Progress Council.

- ---------------
(1) The number of shares shown represents in each instance less than 1% of the
outstanding Common Shares. There were 241,609 shares or .23% of the total
number of Common Shares beneficially owned by all directors and executive
officers of DPL Inc. and DP&L as a group at January 31, 1997. The number of
shares shown includes Common Shares transferred to the Master Trust for
non-employee directors pursuant to the Directors' Deferred Stock
Compensation Plan.

The three candidates receiving the greatest number of votes will be elected
as directors. Abstentions and broker non-votes will be treated as non-votes.

Under Ohio law, if a shareholder gives written notice to the President, a
Vice President or the Secretary, not less than 48 hours before the Annual
Meeting, that such shareholder desires the voting at the election of directors
to be cumulative, and if an announcement of the giving of such notice is made
upon the convening of the meeting by or on behalf of the shareholder giving such
notice, then shareholders will be entitled to give one candidate as many votes
as the number of directors to be elected multiplied by the number of their
shares, or to distribute their votes on the same principle among two or more
candidates. In the event that directors are elected by cumulative voting and
cumulated votes represented by proxies solicited hereby are insufficient to
elect all the nominees, then the Proxy Committee will vote such proxies
cumulatively for the election of as many of such nominees as possible and in
such order as the Proxy Committee may determine.

INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES FOR 1996

The Board of Directors of DPL Inc. met on six occasions and the Board of
Directors of DP&L met on five occasions during 1996. The three standing
committees of DPL Inc. -- Executive, Finance and Audit Review and Compensation
and Management Review -- held thirteen meetings in total and the standing
committee of DP&L -- Community and External Relations -- met two times in total.
The attendance of all Board members on average was 97%.

COMMITTEES OF DPL INC.

FINANCE AND AUDIT REVIEW COMMITTEE

This Committee consists of the following non-employee members of the Board:
Thomas J. Danis, Chairman, Ernie Green, Jane G. Haley and David R. Holmes. Peter
H. Forster and Allen M. Hill are non-voting members.

The Finance and Audit Review Committee oversees the financial plans,
approves the terms and conditions of financial arrangements and recommends to
the Board of Directors such actions and policies that will best accommodate DPL
Inc.'s objectives and operating strategies while maintaining its sound fiscal
health. It also provides direct communication between DPL Inc.'s internal
auditors, the independent auditors, Price Waterhouse LLP, and the Board of
Directors. It is intended to assure the independent auditors the freedom,
cooperation and opportunity necessary to accomplish their functions. It is also
intended to assure that appropriate action is taken on the recommendations of
the auditors. This Committee met four times during 1996.

COMPENSATION AND MANAGEMENT REVIEW COMMITTEE

This Committee consists of the following non-employee members of the Board:
Burnell R. Roberts, Chairman, James F. Dicke, II and W August Hillenbrand.

The Compensation and Management Review Committee has the broad
responsibility to see that the officers and key management personnel of DPL Inc.
and its subsidiaries perform in accordance with corporate objectives, and are
effectively compensated in terms of salaries, supplemental compensation and
benefits which are internally equitable and externally competitive. The
Committee administers the deferred and incentive compensation plans for
directors and officers. This Committee met four times during 1996.

EXECUTIVE COMMITTEE

This Committee consists of the following members of the Board: Peter H.
Forster, Chairman, James F. Dicke, II, W August Hillenbrand and Burnell R.
Roberts.

The principal duties of this Committee include evaluating executive
management development, succession and organizational structure in addition to
director selection, tenure and succession. This Committee also serves on a
standby basis for use in an emergency which requires immediate action. This
Committee met five times during 1996.

The non-employee members of the Executive Committee act as a nominating
committee for the Board of Directors and endeavor to identify, seek out, and if
necessary actively recruit, the best available candidates who, in the judgment
of the Committee, have the character, education, training, experience and proven
accomplishments which give promise of significant contribution to the
responsible and profitable conduct of DPL Inc.'s business in the interest of all
shareholders, customers and employees. This Committee considers qualified
nominees submitted to DPL Inc. by shareholders.

COMMITTEE OF DP&L

COMMUNITY AND EXTERNAL RELATIONS COMMITTEE

This Committee consists of the following non-employee members of the Board:
Jane G. Haley, Chairman, Thomas J. Danis, Ernie Green and David R. Holmes. Peter
H. Forster and Allen M. Hill are non-voting members.

The Community and External Relations Committee provides for a periodic
review of DP&L's relations with all sectors of the community with which it is
vitally concerned -- shareholders, customers, governmental bodies and agencies,
political groups, regulatory agencies, elected officials and the media. This
Committee met two times during 1996.

OTHER MATTERS

DPL Inc. directors, all of whom are also directors of DP&L, receive no
annual fee for their services as directors of DPL Inc. Directors of DP&L who are
not employees receive $12,000 annually for services as a director, $600 for
attendance at a Board meeting, and $500 for attendance at a committee meeting or
operating session of DPL Inc. and DP&L. Members of the Executive

Committee receive $2,000 annually for services on that committee. Each committee
chairman receives an additional $1,600 annually. Directors who are not employees
of DP&L also participate in a Directors' Deferred Stock Compensation Plan (the
"Stock Plan") under which a number of shares are awarded to directors each year.
All shares awarded under the Stock Plan are transferred to a grantor trust (the
"Master Trust") maintained 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
and approved by the Committee. In the event of a change of control (as defined
in the Stock Plan), the authority and discretion which is exercisable by the
Compensation and Management Review Committee, will be exercised by the trustees
of the Master Trust. In April 1996, each non-employee director was awarded 1,600
shares.

DPL Inc. maintains a Deferred Compensation Plan (the "Compensation Plan")
for non-employee directors in which payment of directors' fees may be deferred.
The Compensation Plan also includes a supplementary deferred income program
which provides that DPL Inc. will match $5,000 annually of deferred directors'
fees for a maximum of ten years. Under the supplementary program, a $150,000
death benefit is provided until such director ceases to participate in the
Compensation Plan. Under the standard deferred income program directors are
entitled to receive a lump sum payment or payments in installments over a period
up to 20 years. A director may elect payment in either cash or common shares.
Participants in the supplementary program are entitled to receive deferred
payments over a ten-year period in equal installments. The Compensation Plan
provides that in the event of a change in control of DPL Inc., as defined in the
Compensation Plan, all benefits provided under the supplementary deferred income
program become immediately vested without the need for further contributions by
the participants and the discretion which, under the Compensation Plan, is
exercisable by the Chief Executive Officer of DPL Inc. will be exercised by the
trustees of the Master Trust. If the consent of the Chief Executive Officer of
DPL Inc. is obtained, individuals who have attained the age of 55 and who are no
longer directors of DPL Inc. may receive a lump sum payment of amounts credited
to them under the supplementary deferred income program.

Mr. Forster has entered into an agreement with DPL Inc. and DP&L pursuant to
which Mr. Forster will serve as Chairman of the Board of DPL Inc. and DP&L and
will provide various advisory and consulting services. The term of the agreement
expires on December 31, 1999 (which term is automatically extended on December
31, 1999 and each December 31 thereafter for an additional year unless either
party gives advance notice of nonrenewal). Under the agreement, Mr. Forster
receives an annual consulting fee of $500,000 (as well as such bonuses, if any,
as may be determined by the Compensation and Management Review Committee in its
discretion) and an award opportunity of 35,000 restricted shares under the Stock
Plan. Commencing in 2000, Mr. Forster will participate in a bonus program for
individuals monitoring and managing DPL Inc.'s financial assets pursuant to
which he will have the opportunity to receive an annual bonus if there is a
positive cumulative cash return on such financial assets (after recovery of all
amounts invested plus expenses). Payments under the bonus program, if and as
earned, will continue following termination of the agreement for any reason.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

DPL Inc. has designed its executive compensation programs to create a strong
and direct link between the compensation paid to senior executives and current
and long-term level of company performance. The program also recognizes each
executive's individual contribution to that performance.

There are three elements of DPL Inc.'s executive compensation program. Each
element is designed to reward different aspects of executive performance.

1. Base salary and salary increases recognize competitive pay levels,
sustained long-term value creation and contributions by individual
executives.

2. Annual incentives, which are awarded through the Management
Incentive Compensation Program, reward the achievement of operational and
strategic milestones. Actual objectives vary from year to year depending on
Company priorities and are different for each executive. Each executive has
three or four individual objectives which are weighted equally. The
individual objectives for 1996 were related to maintaining competitive
energy prices and providing superior customer service. They included
reductions in operating expenses, outside service costs, fuel inventory
expenses and capital expenditures, as well as improvements in plant
productivity, customer satisfaction and earnings per share. Over half of
each executive's annual incentive payout is determined based on their
performance as compared to their individual objectives. The remaining
portion of the executive's annual incentive payout is based on the executive
group's aggregate performance of their individual objectives. For 1996,
executives generally satisfied their individual objectives. Target incentive
awards range from thirty to sixty percent of base salary, depending upon the
executive's position. Executives can earn from zero to one and a half times
the target amount.

3. DPL Inc.'s long-term stock incentive unit ("SIU") plan rewards
longer-term financial results and total return to shareholders. The actual
number of SIU's earned is based on return on equity as compared with the
performance of the 80 largest electric and natural gas utilities.

Base salaries are positioned halfway between the electric and natural gas
utility industry 75th percentile and general industry median levels for a
company of DPL Inc.'s size. Target short and long-term incentive opportunities
are positioned at the general industry median. This pay mix will result in over
half of the target total compensation for each executive to vary with
performance. In all cases, long-term incentives are paid only when return on
equity performance exceeds electric and natural gas utility industry medians.
For compensation purposes, a broad group of utility and general industrial
companies is used by DPL Inc.'s compensation consultants.

Similar to the other executives, the Chief Executive Officer's total
compensation potential is based on consideration of competitive general industry
and electric and natural gas utility industry practices. The Chief Executive
Officer's annual and long-term incentive programs are variable

enough to provide actual total compensation at median general industry levels
only if DPL Inc.'s performance is in the top quartile of electric and natural
gas utilities. If DPL Inc.'s return on equity performance is at the median of
the electric and natural gas utility industry or lower, the Chief Executive
Officer's actual total compensation will be at or close to electric and natural
gas utility industry median levels.

Overall, Mr. Forster exceeded his annual performance objectives for 1996.
Under the Management Incentive Compensation Program, Mr. Forster received a
bonus based seventy-five percent on DPL Inc.'s performance and twenty-five
percent on the Committee's assessment of his individual performance. Company
performance objectives were based on equal consideration of earnings per share
performance, which objective was satisfied, and the aggregate performance of the
executive group versus their individual objectives. The Committee based its
assessment of Mr. Forster's individual performance on consideration of several
factors, including DPL Inc.'s performance versus other electric and natural gas
utilities, investment community evaluations and progress on management
development and succession planning. Mr. Forster was contingently awarded 35,000
SIU's in 1996 based on consideration of median general industry long-term
incentive opportunities and the overall competitiveness of the remainder of his
compensation package. Mr. Forster will receive these SIU's in 2000 based on the
extent by which DPL Inc.'s average return on common equity between 1997, 1998
and 1999 exceeds the median for other electric and natural gas utilities.

Based on current compensation levels and the present structure of DPL Inc.'s
executive compensation programs, the Committee believes that the compensation
payable to executives will not be subject to the limitation on deductibility
imposed by the Omnibus Budget Reconciliation Act of 1993.

The Committee believes that DPL Inc.'s annual and long-term incentive plan
goals have contributed to the strong stock market performance shown in the
performance chart in the next section. DPL Inc.'s total return to shareholders
between 1991 and 1996 was significantly higher than total return to shareholders
for the utility industry as a whole.

Compensation Management Review
Committee

Burnell R. Roberts, Chairman
James F. Dicke, II
W August Hillenbrand

PERFORMANCE COMPARISON

DPL Inc.
------
1991 1000
1992 1215
1993 1340
1994 1412
1995 1800
1996 1862

Dow Jones
Industrial
------
1991 1000
1992 1075
1993 1257
1994 1319
1995 1817
1996 2340

Dow Jones
Utility
------
1991 1000
1992 1041
1993 1140
1994 963
1995 1268
1996 1382

RRA 80
Utilities
------
1991 1000
1992 1055
1993 1180
1994 1063
1995 1378
1996 1419

SUMMARY COMPENSATION TABLE

Set forth below is certain information concerning the compensation of the
Chief Executive Officer and each of the other five most highly compensated
executive officers of DPL Inc. and its major subsidiary DP&L, for the last three
fiscal years, for services rendered in all capacities to DPL Inc. and its
subsidiaries, including DP&L.

LONG TERM
ANNUAL COMPENSATION COMPENSATION
-----------------
-------------------- RESTRICTED STOCK ALL OTHER(3)
SALARY BONUS(1) UNIT AWARDS(2) COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($)
- ------------------------------------------- --------- --------- --------- ----------------- -----------------

Peter H. Forster 1996 597,000 358,000 984,000 ('97-99) 1,000
Chairman and Chief Executive 1995 572,000 344,000 784,000 ('96-98) 1,000
Officer -- DPL Inc. * 1994 526,000 318,000 708,000 ('95-97) 1,000
Chairman -- DP&L
Allen M. Hill 1996 377,000 226,000 717,000 ('97-99) 1,000
President and Chief Operating 1995 363,000 226,000 319,000 ('96-98) 1,000
Officer -- DPL Inc. * 1994 336,000 205,000 333,000 ('95-97) 1,000
President and Chief Executive
Officer -- DP&L
Stephen F. Koziar, Jr. 1996 218,000 98,000 216,000 ('97-99) 1,000
Group Vice President and 1995 209,000 94,000 141,000 ('96-98) 1,000
Secretary -- DPL Inc. 1994 198,000 91,000 124,000 ('95-97) 1,000
and DP&L
Thomas M. Jenkins 1996 218,000 98,000 192,000 ('97-99) 1,000
Group Vice President and 1995 207,000 94,000 194,000 ('96-98) 1,000
Treasurer -- DPL Inc. 1994 188,000 87,000 239,000 ('95-97) 1,000
Group Vice President and
Treasurer -- DP&L
Judy W. Lansaw 1996 214,000 96,000 393,000 ('97-99) 1,000
Group Vice President -- DPL Inc. 1995 197,000 89,000 227,000 ('96-98) 1,000
and DP&L 1994 175,000 79,000 191,000 ('95-97) 1,000
H. Ted Santo 1996 205,000 92,000 305,000 ('97-99) 1,000
Group Vice President -- DP&L 1995 190,000 86,000 168,000 ('96-98) 1,000
1994 173,000 81,000 142,000 ('95-97) 1,000

- ------------

* Mr. Forster retired as Chief Executive Officer of DPL Inc. effective
December 31, 1996 and continues as a non-employee Chairman of both DPL Inc.
and DP&L. Mr. Hill was appointed Chief Executive Officer of DPL Inc.
effective January 1, 1997.

(1) Amounts in this column represent awards made under the Management Incentive
Compensation Program. Awards are based on achievement of specific
predetermined operating and management goals in the year indicated and paid
in the year earned or in the following year.

(2) Amounts shown in this column have not been paid, but are contingent on
performance and represent the dollar value of restricted stock incentive
units ("SIU's") awarded to the named executive officer under the Management
Stock Incentive Plan ("MSIP") based on the closing price of a DPL Inc.
common share on the New York Stock Exchange -- Consolidated Transactions
Tape on the date of award. The SIU's for 1994, 1995 and 1996 vest only to
the extent that the DPL Inc. average return on equity ("ROE") over a
three-year performance period is above the RRA industry median.

Depending on the performance of DPL Inc., these SIU's vest in amounts ranging
from 0% to 100% of the target award at an ROE between 0 and 100 basis points
above median ROE and from 100% to 150% of target award at an ROE between 100
and 200 basis points above median ROE.

No units vest if the three-year average ROE is below 10%. Amounts shown for
1994, 1995 and 1996 reflect target awards. For each SIU which vests, a
participant receives the cash equivalent of one DPL Inc. common share plus
dividend equivalents from the date of award. Prior to payout at retirement,
an individual may elect to convert a portion of vested SIU's to a cash
equivalent and accrue interest thereon. All payouts of vested SIU's under
the MSIP are deferred until retirement.

Forster's 1996 award opportunity for the performance period 1997-1999
represents restricted shares awarded under the Director's Stock Plan which
are subject to the same earning and vesting criteria generally applicable to
SIU's awarded under the MSIP.

(3) Amounts in this column represent employer matching contributions on behalf
of each named executive under the DP&L Employee Savings Plan made to the DPL
Inc. Employee Stock Ownership Plan.

CERTAIN SEVERANCE PAY AGREEMENTS

DPL Inc. entered into severance pay agreements with each of Messrs. Hill,
Koziar, Jenkins, and Santo and Mrs. Lansaw providing for the payment of
severance benefits in the event that the individual's employment with DPL Inc.
or its subsidiaries is terminated under specified circumstances within three
years after a change in control of DPL Inc. or DP&L (generally, defined as the
acquisition of 15% or more of the voting securities or certain mergers or other
business combinations). The agreements entered into between 1987 and 1991
require the individuals to remain with DPL Inc. throughout the period during
which any change of control is pending in order to help put in place the best
plan for the shareholders. The principal severance benefits under each agreement
include payment of the following: (i) the individual's full base salary and
accrued benefits through the date of termination and any awards for any
completed or partial period under the MICP and the individual's award for the
current period under the MICP (or for a completed period if no award for that
period has yet been determined) fixed at an amount equal to his average annual
award for the

preceding three years; (ii) 300% of the sum of the individual's annual base
salary at the rate in effect on the date of termination (or, if higher, at the
rate in effect as of the time of the change in control) plus the average amount
awarded to the individual under the MICP for the three preceding years; (iii)
all awarded or earned but unpaid SIU's; and (iv) continuing medical, life, and
disability insurance. In the event any payments under these agreements are
subject to an excise tax under the Internal Revenue Code of 1986, the payments
will be adjusted so that the total payments received on an after-tax basis will
equal the amount the individual would have received without imposition of the
excise tax. The severance pay agreements are effective for one year but are
automatically renewed each year unless DPL Inc. or the participant notifies the
other one year in advance of its or his or her intent not to renew. DPL Inc. has
agreed to secure its obligations under the severance pay agreements by
transferring required payments to the Master Trust. Mr. Forster's agreement with
DPL Inc. and DP&L contains similar severance benefits provisions.

PENSION PLANS

The following table sets forth the estimated total annual benefits payable
under the DP&L retirement income plan and the supplemental executive retirement
plan to executive officers at normal retirement date (age 65) based upon years
of accredited service and final average annual compensation (including base and
incentive compensation) for the three highest years during the last ten:

TOTAL ANNUAL RETIREMENT
BENEFITS FOR
YEARS OF ACCREDITED SERVICE AT
AGE 65
------------------------------
FINAL AVERAGE 20-30
ANNUAL EARNINGS 10 YEARS 15 YEARS YEARS
----------------- -------- -------- ----------

$ 200,000............................. $ 52,500 $ 78,500 $105,000
400,000............................. 109,500 164,000 219,000
600,000............................. 166,500 249,500 333,000
800,000............................. 223,500 335,000 447,000
1,000,000............................. 280,500 420,500 561,000
1,200,000............................. 337,500 506,000 675,000
1,400,000............................. 394,500 591,500 789,000

The years of accredited service for the named executive officers are Mr.
Forster -- 30 yrs.; Mr. Hill -- 27 yrs.; Mr. Koziar -- 27 yrs.; Mr. Jenkins --
19 yrs.; Mrs. Lansaw -- 17 yrs. and Mr. Santo -- 21 yrs. Years of service under
the retirement income plan are capped at 30 years, however, the retirement and
supplemental plans, taken together, can provide full benefits after 20 years of
accredited service. Benefits are computed on a straight-life annuity basis, are
subject to deduction for Social Security benefits and may be reduced by benefits
payable under retirement plans of other employers. For each year an individual
retires prior to age 62, benefits under the supplemental plan are reduced by 3%
or 21% for early retirement at age 55.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of January 31, 1997, there are no persons known by the Board of Directors
of the Company to be the beneficial owner of more than 5% of the outstanding
shares of Common Stock of DPL Inc.

SECURITY OWNERSHIP OF CERTAIN EXECUTIVE OFFICERS

Set forth below is information concerning the beneficial ownership of shares
of Common Stock of DPL Inc. by each executive officer of DPL Inc. or DP&L named
in the Summary Compensation Table (other than executive officers who are
directors of DPL Inc. whose security ownership is found under "Election of
Directors") as of January 31, 1997. Please refer to Note (1) on Page 5 for the
security ownership of all directors and executive officers of DPL Inc. and DP&L.

NAME OF AMOUNT AND NATURE OF PERCENT OF
EXECUTIVE OFFICER BENEFICIAL OWNERSHIP CLASS
------------------------ -------------------- -----------

Stephen F. Koziar, Jr. 8,100 shares *
Thomas M. Jenkins 5,308 shares *
H. Ted Santo 2,258 shares *
Judy W. Lansaw 2,116 shares *

- ------------

* Less than one percent

INDEPENDENT PUBLIC ACCOUNTANTS

Price Waterhouse LLP served as independent public accountants of DPL Inc.
for the year 1996 and has been appointed as independent public accountants for
1997. A representative of Price Waterhouse LLP will be present at the Annual
Meeting with the opportunity to make a statement if he desires to do so and to
respond to appropriate questions from shareholders.

SHAREHOLDER PROPOSALS

A proposal by a shareholder intended for inclusion in the proxy materials of
DPL Inc. for the 1998 Annual Meeting of Shareholders must be received by DPL
Inc. at P.O. Box 1247, Dayton, Ohio 45401, Attn.: Secretary, on or before
November 1, 1997 in order to be considered for such inclusion.

OTHER BUSINESS

The Board of Directors does not intend to present, and has no knowledge that
others will present, any other business at the meeting. However, if any other
matters are properly brought before the meeting, it is intended that the holders
of proxies will vote thereon in their discretion.

By order of the Board of Directors,

[STEPHEN F KOZIAR SIGNATURE]
STEPHEN F. KOZIAR, JR.
GROUP VICE PRESIDENT AND SECRETARY

NOTICE OF

ANNUAL
MEETING

OF SHAREHOLDERS

APRIL 15, 1997

AND

PROXY
STATEMENT

[DPL LOGO]

DPL INC.
DAYTON, OHIO

DPL INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
P FOR THE 1997 ANNUAL MEETING OF SHAREHOLDERS
R
O Peter H. Forster, James F. Dicke, II, Allen M. Hill, W. August
X Hillenbrand and Burnell R. Roberts or any of them with full power of
Y substitution, are hereby appointed proxies to vote as specified at the
Annual Meeting of Shareholders of DPL Inc. on Tuesday, April 15, 1997, at
10:00 A.M., and at any adjournments thereof, all shares of Common Stock
which the undersigned is entitled to vote and in their discretion upon any
other matters which may properly come before the meeting.

UNLESS OTHEREWISE MARKED, YOUR PROXY WILL BE VOTED FOR THE PROPOSAL BY
SIMPLY SIGNING YOUR NAME ON THE REVERSE SIDE AND RETURNING THIS CARD.

-------------
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
-------------

/x/ Please mark
votes as in
this example.

This proxy is solicited on behalf of the Board of Directors. If no boxes
are marked, your vote will be cast as recommended by the Board of Directors
by simply signing your name below and returning this card.

1. Election of Three Directors The Annual Meeting of Shareholders will be held at
Nominees: Ernie Green, David R. Holmes, Bellbrook High School, Bellbrook, Ohio. To request
Burnell R. Roberts an attendance card for the meeting, please mark
FOR WITHHELD below:
/ / / /

FOR, except vote withheld from the following nominee(s):

________________________________
MARK HERE MARK HERE
FOR ADDRESS / / FOR / /
CHANGE AND ATTENDANCE
NOTE AT LEFT CARD

Please sign exactly as your name appears. If acting as
attorney, executor, trustee, or in a representative capacity,
sign name and title.

Signature:_______________________ Date:_________ Signature: _________________________ Date: __________