EXHIBIT 99(B)


                          NOTICE OF GUARANTEED DELIVERY

                                  FOR TENDER OF

                            8 1/8% CAPITAL SECURITIES
                       (CUSIP NO.23330AAA8 and U26057AA4)
                    (ISIN NO. US23330AAA88 and USU26057AA40)
                                       OF

                              DPL CAPITAL TRUST II

                                    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 Trust's (as defined below) 8 1/8% Capital Securities (the "Old Capital
Securities") are not immediately available, (ii) Old Capital Securities, 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 _________ __, 2001 (which, together
with the related Letter of Transmittal, constitutes the "Exchange Offer") of DPL
Capital Trust II, a statutory business trust formed under the laws of the State
of Delaware (the "Trust") and DPL Inc., an Ohio corporation (the "Company").

                  The Exchange Agent for the Exchange Offer is:

                  Bank One Trust Company, National Association



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

 Bank One Trust Company,       312-407-8853           Bank One Trust Company,
  National Association          To Confirm             National Association
 One North State Street,       by Telephone           One North State Street,
       9th Floor                  or for                     9th Floor
 Chicago, Illinois 60602     Information Call:        Chicago, Illinois 60602
                                800-524-9472

    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 Capital Securities, in proper form for transfer, or
confirmation of the book-entry transfer of such Old Capital Securities 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 Capital
Securities 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 CAPITAL SECURITIES WITH THIS NOTICE OF GUARANTEED
DELIVERY. ACTUAL SURRENDER OF OLD CAPITAL SECURITIES 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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