EXHIBIT 99(c)



                                    DPL INC.

                                OFFER TO EXCHANGE
   81/4% SENIOR EXCHANGE NOTES DUE 2007 (CUSIP NO. 233293AC3) FOR ANY AND ALL
                    OUTSTANDING 8 1/4 % SENIOR NOTES DUE 2007

To Our Clients:

          Enclosed is a Prospectus, dated       , 2000, of DPL Inc., an Ohio
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corporation (the "Company"), and a related Letter of Transmittal (which together
constitute the "Exchange Offer") relating to the offer by the Company to
exchange its 8 1/4% Senior Exchange Notes due 2007 (the "New Notes"), pursuant
to an offering registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of the Company's issued and
outstanding 8 1/4% Senior Notes due 2007 (the "Old Notes"), upon the terms and
subject to the conditions set forth in the Exchange Offer.

          Please note that the Exchange Offer will expire at 5:00 p.m., New York
City time, on              , 2000, unless extended.
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          The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.

          We are the holder of record and/or participant in the book-entry
transfer facility of Old Notes held by us for your account. A tender of such Old
Notes can be made only by us as the record holder and/or participant in the
book-entry transfer facility and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Old Notes held by us for your account.

          We request instructions as to whether you wish to tender any or all of
the Old Notes held by us for your account pursuant to the terms and conditions
of the Exchange Offer. We also request that you confirm that we may on your
behalf make the representations contained in the Letter of Transmittal.

          Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any New Notes to be received by the holder are being acquired in
the ordinary course of its business, and (iii) the holder has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such New Notes. If the tendering holder is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, we will represent on behalf of such broker-dealer that the Old Notes
to be exchanged for the New Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledge on behalf
of such broker-dealer that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such New Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes, such broker-dealer is not deemed to admit that it is an "underwriter"
within the meaning of the Securities Act.

                                        Very truly yours,