EXHIBIT 99(b)


                          NOTICE OF GUARANTEED DELIVERY

                                  FOR TENDER OF

               8 1/4% SENIOR NOTES DUE 2007, (CUSIP NO. 233293AC3)
                                       OF
                                    DPL INC.

          This Notice of Guaranteed Delivery or one substantially equivalent
hereto must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's (as defined below) 8 1/4% Senior Notes due 2007
(the "Old Notes") are not immediately available, (ii) Old Notes, the Letter of
Transmittal and any other documents required by the Letter of Transmittal cannot
be delivered to Bank One Trust Company, National Association (the "Exchange
Agent") on or prior to the Expiration Date (as defined in the Prospectus
referred to below) or (iii) the procedures for book-entry transfer cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be delivered
by hand or sent by facsimile transmission, overnight courier, telex, telegram or
mail to the Exchange Agent. See "The Exchange Offer - Guaranteed Delivery
Procedures" in the Prospectus dated ______, 2000 (which, together with the
related Letter of Transmittal, constitutes the "Exchange Offer") of DPL Inc., an
Ohio corporation (the "Company").

                  The Exchange Agent for the Exchange Offer is:

                  Bank One Trust Company, National Association



                                                        
By Hand or Overnight Delivery:     Facsimile Transmissions:   By Registered or Certified Mail:

Bank One Trust Company, National        312-407-8853          Bank One Trust Company, National
          Association              To Confirm by Telephone              Association
One North State Street, 9th Floor  or for Information Call:   One North State Street, 9th Floor
     Chicago, Illinois 60602            312-524-9472              Chicago, Illinois 60602

       Attn: Exchanges                                               Attn: Exchanges



          DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY
VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.

          THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER
OF TRANSMITTAL.





                    THE FOLLOWING GUARANTEE MUST BE COMPLETED

                              GUARANTEE OF DELIVERY

                    (Not to be used for Signature Guarantee)


          The undersigned, a firm that is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States, hereby guarantees to deliver to the Exchange
Agent, at one of its addresses set forth above, either the certificates for all
physically tendered Old Notes, in proper form for transfer, or confirmation of
the book-entry transfer of such Old Notes to the Exchange Agent's account at The
Depository Trust Company ("DTC"), pursuant to the procedures for book-entry
transfer set forth in the Prospectus, in either case together with any other
documents required by the Letter of Transmittal, within five New York Stock
Exchange trading days after the date of execution of this Notice of Guaranteed
Delivery.

          The undersigned acknowledges that it must deliver the Old Notes
tendered hereby to the Exchange Agent within the time period set forth above and
that failure to do so could result in a financial loss to the undersigned.

Name of Firm:
             -------------------------------      ------------------------------
                                                  (Authorized Signature)

Address:                                          Title:
       -------------------------------------            ------------------------
                                                  Name:
- --------------------------------------------           -------------------------
                                  (Zip Code)              (Please Type or Print)

Area Code and Telephone Number:                   Date:
                                                       -------------------------
- --------------------------------------------

NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL
SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.


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