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

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
/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)

BOWNE OF CLEVELAND
(NAME OF PERSON(S) FILING PROXY STATEMENT)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(j)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(j)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(j)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

/ / 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 of Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2

DPL INC.

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 19, 1994
------------------------

To Shareholders of
DPL Inc.:

The Annual Meeting of Shareholders of DPL Inc. will be held at The Victoria
Theatre, Dayton, Ohio, on Tuesday, April 19, 1994, at 10:00 a.m. Constructed in
1871 as an Opera House, the theatre has symbolized Dayton's cultural heritage
for more than 120 years. Restored to its original grandeur and reopened in
January 1990, the Victoria Theatre Association hosts national productions and
local performances to over 250,000 attendees annually.

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 18,
1994 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,

Judy W. Lansaw
------------------------------
JUDY W. LANSAW
Group Vice President and Secretary
Dayton, Ohio
March 2, 1994
3

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 The Victoria Theatre,
138 N. Main Street, Dayton Ohio on April 19, 1994 at 10:00 a.m. and any
adjournments thereof. At the close of business on February 18, 1994, the record
date for the Annual Meeting, DPL Inc. had outstanding 103,509,998 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 2, 1994.

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4

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 1997 or
until their successors are duly elected and qualified.

Dr. Robert J. Kegerreis, who is in the Class of 1994, will be retiring as a
Director after the Annual Meeting of Shareholders in April. Dr. Kegerreis has
served as a Director since 1975, making significant and lasting contributions
during the most challenging and successful period of your Company's history. We
offer our sincere appreciation to Dr. Kegerreis on behalf of all of our
Shareholders, Directors, Customers and Employees and wish him well in his future
endeavors. His wisdom and leadership will be greatly missed.

Mr. David R. Holmes will stand for election to his first term as a member
of the Class of 1997. Mr. Holmes is Chairman, President and Chief Executive
Officer of The Reynolds and Reynolds Company in Dayton, Ohio. The Reynolds and
Reynolds Company is a leading supplier of information management systems,
including business forms and computer systems for automotive, professional,
medical and general markets. His business experience and community leadership
will be a valuable asset to the Board.

With these Board changes, the Board will remain at its traditional size of
nine members.

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:

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NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 1997

COMMON SHARES
BENEFICIALLY
OWNED
AT JANUARY 31,
PRINCIPAL OCCUPATION AND OTHER INFORMATION 1994 (1)
- ------------------------------------------------------------------------------------------

[Photo] ERNIE GREEN, Age 55, Director since 1991. 12,404
President and Chief Executive Officer, Ernie
Green Industries, Dayton, Ohio, automotive
components manufacturer.
Director: Bank One, Dayton, NA, Day-Med Health
Maintenance Plan, Inc., WPTD-TV, The Duriron
Company.
Trustee: Central State University, Dayton Area
Chamber of Commerce, YMCA, Childrens Medical
Center, The Ronald McDonald Childrens Charities.
[Photo] DAVID R. HOLMES, Age 53 100
Chairman, President and Chief Executive Officer,
The Reynolds and Reynolds Company, Dayton, Ohio,
information management systems.
Director: Bank One, Dayton, NA.
Advisor: J. L. Kellogg Graduate School of
Management, Northwestern University.
Co-Chair: Downtown Dayton Partnership.
Member: Dayton Business Committee, Area Progress
Council.
[Photo] BURNELL R. ROBERTS, Age 66, Director since 1987. 14,125
Chairman, Sweetheart Holdings, Inc.
Retired Chairman of the Board and Chief Executive
Officer, The Mead Corporation, Dayton, Ohio,
forest products and electronic publishing.
Director: Armco Inc., National City Corporation,
The Perkin-Elmer Corporation, Universal
Protective Plastics, Inc.
Trustee: Japan Society.

3
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COMMON SHARES
BENEFICIALLY
OWNED
AT JANUARY 31,
PRINCIPAL OCCUPATION AND OTHER INFORMATION 1994 (1)
- ------------------------------------------------------------------------------------------

CLASS OF 1995
[Photo] THOMAS J. DANIS, Age 44, Director since 1989. 15,923
Former Chairman and Chief Executive Officer, The
Danis Companies, Dayton, Ohio, construction, real
estate and environmental services.
Trustee: University of Dayton, Dayton Business
Committee, Dayton Foundation.
Member: Area Progress Council.
[Photo] ALLEN M. HILL, Age 48, Director since 1989. 19,646
President and Chief Executive Officer, The Dayton
Power and Light Company.
Director: Citizens Federal Bank, F.S.B., Dayton
Boys/Girls Club, Miami Valley Regional Planning
Commission, Ohio Electric Utility Institute.
Trustee: Dayton Art Institute, Hipple Cancer
Research Center.
[Photo] W AUGUST HILLENBRAND, Age 53, Director since 1992. 5,922
President and Chief Executive Officer,
Hillenbrand Industries, Batesville, Indiana, a
diversified public holding company with seven
wholly-owned and autonomously operated
subsidiaries manufacturing caskets, hospital
furniture, hospital supplies, luggage and
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.

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COMMON SHARES
BENEFICIALLY
OWNED
AT JANUARY 31,
PRINCIPAL OCCUPATION AND OTHER INFORMATION 1994 (1)
- ------------------------------------------------------------------------------------------

CLASS OF 1996
[Photo] JAMES F. DICKE, II, Age 48, Director since 1990. 56,438
President, Crown Equipment Corporation, New
Bremen, Ohio, international manufacturer and
distributor of electric lift trucks and material
handling products.
Director: Regional Boys and Girls Clubs of
America, Plaid Holdings Company.
Treasurer: Trinity University Board of Trustees.
Secretary: Culver Educational Foundation.
[Photo] PETER H. FORSTER, Age 51, Director since 1979. 21,416
Chairman, President and Chief Executive Officer,
DPL Inc.; Chairman, The Dayton Power and Light
Company.
Chairman: Miami Valley Research Foundation.
Director: Bank One, Dayton, NA, Amcast Industrial
Corp., Comair Holdings, Inc.
Trustee: F. M. Tait Foundation, MedAmerica Health
Systems Corp., Dayton Business Committee, Arts
Center Foundation.
[Photo] JANE G. HALEY, Age 63, Director since 1978. 23,414
President, Gosiger, Inc., Dayton, Ohio, national
importer and distributor of machine tools.
Director: Society Bank, NA, Advisory Board,
Dayton, Ohio.
Trustee: University of Dayton, Chaminade-Julienne
High School, Dayton, Ohio.
Member: Area Progress Council.

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

(1) The number of shares shown represents in each instance less than 1% of the
outstanding Common Shares. There were 237,749 shares or 0.23% 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, 1994. 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.

5
8

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 1993

The Board of Directors of DPL Inc. met on seven occasions and the Board of
Directors of DP&L met on five occasions during 1993. The three standing
committees of DPL Inc. -- Executive, Finance and Audit Review and Compensation
and Management Review -- held nine 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 was 96%.

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, W August Hillenbrand and
Robert J. Kegerreis. 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, 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 1993.

COMPENSATION AND MANAGEMENT REVIEW COMMITTEE

This Committee consists of the following non-employee members of the Board:
Robert J. Kegerreis, Chairman, James F. Dicke, II and Burnell R. Roberts.

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

6
9

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 three times
during 1993.

EXECUTIVE COMMITTEE

This Committee consists of the following members of the Board: Peter H.
Forster, Chairman, James F. Dicke, II, Robert J. Kegerreis 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 two times during 1993.

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, Ernie Green and W August Hillenbrand. 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 1993.

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

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10

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 1993,
each non-employee director was awarded 1,400 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 approximately equal
installments over a ten-year period. 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.

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11

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 1993 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. 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.

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.

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12

Overall, Mr. Forster exceeded his annual performance objectives for 1993.
Mr. Forster's salary was not increased in 1993 because his base salary was
considered to be fully competitive. 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 goals were based on equal
consideration of earnings per share performance and the aggregate performance of
the executive group versus individual Management Incentive Compensation Program
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 29,000 SIU's in 1993 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 1997 based on the extent by which DPL Inc.'s
average return on common equity during 1994, 1995 and 1996 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 1988 and 1993 was significantly higher than total return to shareholders
for both the utility industry and the Dow Jones Industrials.

Compensation and Management Review
Committee

Robert J. Kegerreis, Chairman
James F. Dicke, II
Burnell R. Roberts

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13

PERFORMANCE COMPARISON

COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG DPL INC., DOW JONES INDUSTRIAL,
DOW JONES UTILITY AND THE 80 LARGEST UTILITIES

MEASUREMENT POINT
------------------------------------------------------------------------
MEASUREMENT PERIOD DOW JONES DOW JONES 80 LARGEST
(FISCAL YEAR COVERED) DPL INC. INDUSTRIAL UTILITY UTILITIES
- --------------------- ------------ --------------- --------------- ---------------

12/31/88 $1,000 $ 1,000 $ 1,000 $ 1,000
12/31/89 1,302 1,322 1,355 1,302
12/31/90 1,349 1,314 1,294 1,323
12/31/91 1,941 1,634 1,490 1,702
12/31/92 2,359 1,756 1,550 1,796
12/31/93 2,601 2,054 1,699 2,011

<FN>
Dividends Reinvested

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SUMMARY COMPENSATION TABLE

Set forth below is certain information concerning the compensation of the
Chief Executive Officer and each of the other four 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
COMPENSATION
ANNUAL COMPENSATION -----------------
RESTRICTED
------------------- STOCK UNIT ALL OTHER
SALARY BONUS(1) AWARDS(2) COMPENSATION(3)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($)
- ----------------------------------- ---- ------- ------- ----------------- -------------

Peter H. Forster 1993 496,000 298,000 580,000 ('94-96) 1,000
Chairman, President and 1992 496,000 298,000 436,000 ('93-95) 0
Chief Executive Officer--DPL Inc. 1991 468,000 281,000 435,000 ('92-94) 0
Chairman--DP&L

Allen M. Hill 1993 315,000 193,000 249,000 ('94-96) 1,000
President and Chief 1992 294,000 180,000 183,000 ('93-95) 0
Executive Officer--DP&L 1991 248,000 150,000 248,000 ('92-94) 0

Stephen F. Koziar, Jr. 1993 189,000 86,000 103,000 ('94-96) 1,000
Group Vice President-- 1992 181,000 83,000 86,000 ('93-95) 0
DPL Inc. and DP&L 1991 174,000 61,000 108,000 ('92-94) 0

Thomas M. Jenkins 1993 172,000 81,000 188,000 ('94-96) 1,000
Group Vice President 1992 150,000 72,000 150,000 ('93-95) 0
and Treasurer--DPL Inc. 1991 140,000 53,000 128,000 ('92-94) 0
Group Vice President--DP&L

H. Ted Santo 1993 151,000 73,000 192,000 ('94-96) 1,000
Group Vice President--DP&L 1992 129,000 64,000 153,000 ('93-95) 0
1991 117,000 48,000 105,000 ('92-94) 0

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

(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. SIU's awarded for 1992 and 1993 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%

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15

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 1992 and 1993 reflect target awards. Amounts shown for
1991 represent the annual pro rata portion of SIU's earned over the
eight-year period from inception of the MSIP in 1984 through 1991, including
the pro rata portion of supplemental SIU awards made in 1991 to the named
executive officers in recognition of corporate performance over the
eight-year period. 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. As of December 31, 1993, the aggregate target number and value
(based on the closing price of a DPL Inc. common share on the NYSE --
Consolidated Transactions Tape on December 31, 1993) of unearned restricted
SIU's contingently awarded to each named executive officer was as follows:
Mr. Forster, 75,800 ($1,563,000); Mr. Hill, 36,612 ($755,000); Mr. Koziar,
14,911 ($307,000); Mr. Jenkins, 25,640 ($528,000); and Mr. Santo, 26,012
($536,000). These unearned restricted SIU's may vest in 1994, 1995 and 1996
at 0% to 150% of the target number depending on Company performance during
the period from 1992 through 1996. All payouts of vested SIU's under the
MSIP are deferred until retirement.

(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.
Forster, Hill, Koziar, Jenkins and Santo 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 (as defined in the agreement). 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 SIUs; 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 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.

13
16

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
FINAL AVERAGE ---------------------
ANNUAL EARNINGS 10 YEARS 30 YEARS
- ------------------------------------------ -------- --------

$ 200,000.............................. $ 53,000 $106,000
400,000.............................. 110,000 220,000
600,000.............................. 167,000 334,000
800,000.............................. 224,000 448,000
1,000,000.............................. 281,000 562,000

The years of accredited service for the named executive officers are Mr.
Forster -- 29 yrs.; Mr. Hill -- 24 yrs.; Mr. Koziar -- 24 yrs.; Mr. Jenkins --
16 yrs.; and Mr. Santo -- 18 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 shown above 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, 1994 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.

14
17

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, 1994. 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. 6,380 shares *
Thomas M. Jenkins 5,108 shares *
H. Ted Santo 1,430 shares *

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

*Less than one percent

INDEPENDENT PUBLIC ACCOUNTANTS

Price Waterhouse served as independent public accountants of DPL Inc. for
the year 1993 and has been appointed as independent public accountants for 1994.
A representative of Price Waterhouse 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 1995 Annual Meeting of Shareholders must be received by
DPL Inc. at P.O. Box 1247, Dayton, Ohio 45401, Attn: Secretary, on or before
November 2, 1994 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,

Judy W. Lansaw
------------------------------
JUDY W. LANSAW
Group Vice President and Secretary

15
18

NOTICE OF

ANNUAL
MEETING

OF SHAREHOLDERS

APRIL 19, 1994

AND

PROXY
STATEMENT

[LOGO]

DPL INC.
DAYTON, OHIO
19

Appendix

Photographs of Directors and Director candidates appear on pages 3-5.

20
DPL INC.
ESOP-DPL INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
P FOR 1994 ANNUAL MEETING OF SHAREHOLDERS

R Peter H. Forster, James F. Dicke, II, Robert J. Kegerreis and Burnell
R. Roberts or any of them with full power of substitution, are hereby
O appointed proxies to vote as specified at the Annual Meeting of
Shareholders of DPL Inc. on Tuesday, April 19, 1994, at 10:00 A.M., and
X at any adjournments thereof, all shares of Common Stock which the
undersigned is entitled to vote and in their discretion upon any other
Y matters which may properly come before the meeting.

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

PLEASE MARK
/ X / 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
NOMINEES: Ernie Green, David R. Holmes and The Annual Meeting of Shareholders will be held at
Burnell R. Roberts The Victoria Theatre, Dayton, Ohio. To request an
attendance card for the meeting, please mark below:
FOR WITHHELD
/ / / / MARK
For, except vote withheld from the following nominee(s): HERE FOR / /
ATTENDANCE
- ----------------------------------------------------------- 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 __________

DPL INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS
P FOR 1994 ANNUAL MEETING OF SHAREHOLDERS

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

PLEASE MARK
/ X / VOTES AS IN
THIS EXAMPLE.

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

Signature: ___________________________________ Date __________

24
DPL INC.
401K-DPL INC.
STOCK FUND
PROXY SOLICITED BY THE BOARD OF DIRECTORS
P FOR 1994 ANNUAL MEETING OF SHAREHOLDERS

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

CONTINUED AND TO BE SIGNED ON REVERSE SIDE
25

PLEASE MARK
/ X / VOTES AS IN
THIS EXAMPLE.

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

Signature: ___________________________________ Date __________