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 / /

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 Section240.14a-11(c) or
Section240.14a-12

DPL INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- - --------------------------------------------------------------------------------
(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)
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DPL INC.

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 14, 1998
-----------------

TO SHAREHOLDERS OF
DPL INC.:

The Annual Meeting of Shareholders for DPL Inc. will be held in The Dixon
Ministry Center Recital Hall at Cedarville College, 251 S. Main Street,
Cedarville, Ohio, on Tuesday, April 14, 1998, at 10:00 a.m. Cedarville is
located just northeast of Xenia, Ohio, and the college offers ninety areas of
study to more than 2,500 students from all over the world. The Dixon Ministry
Center was completed in October 1996 and is the college's largest single
facility.

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 16,
1998 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 2, 1998

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 Cedarville College, 251
S. Main Street, Cedarville, Ohio, on April 14, 1998 at 10:00 a.m. and any
adjournments thereof. At the close of business on February 16, 1998, the record
date for the Annual Meeting, DPL Inc. had outstanding 160,202,949 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, 1998.

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 2001 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 2001

COMMON SHARES
BENEFICIALLY OWNED
AT JANUARY 31,
PRINCIPAL OCCUPATION AND OTHER INFORMATION 1998(1)
- - -----------------------------------------------------------------------------------------------------------------------------

THOMAS J. DANIS, Age 48, Director since 1989. 35,799
Chairman and Chief Executive Officer, The Danis Companies,
[PHOTO1] Dayton, Ohio, construction, real estate and environmental
services.
Director: CSR America Inc.
Trustee: Dayton Foundation, Miami Valley Research Park
Foundation.
ALLEN M. HILL, Age 52, Director since 1989. 32,733
President and Chief Executive Officer, DPL Inc. and The
[PHOTO2] Dayton Power and Light Company.
Director: Citizens Federal Bank, F.S.B.
Trustee: Dayton Business Committee, The University of
Dayton, Miami Valley Economic Development Coalition, Air
Force Museum Foundation, National Center for Composite
Systems Technology.
W AUGUST HILLENBRAND, Age 57, Director since 1992. 20,683
President and Chief Executive Officer, Hillenbrand
[PHOTO3] 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 52, Director since 1990. 92,130
President, Crown Equipment Corporation, New Bremen, Ohio,
[PHOTO4] international manufacturer and distributor of electric
lift trucks and material handling products.
Director: Regional Boys and Girls Clubs of America, Dayton
Art Institute.
Chairman: Trinity University Board of Trustees.
Secretary: Culver Educational Foundation.
PETER H. FORSTER, Age 55, Director since 1979. 37,416
Chairman, DPL Inc. and The Dayton Power and Light Company.
[PHOTO5] Chairman: Miami Valley Research Foundation.
Director: Amcast Industrial Corp., Comair Holdings, Inc.
Trustee: F.M. Tait Foundation, Arts Center Foundation.
JANE G. HALEY, Age 67, Director since 1978. 51,672
President and Chief Executive Officer, Gosiger, Inc.,
[PHOTO6] Dayton, Ohio, national importer and distributor of machine
tools.
Director: Ultra-Met Company, Urbana, Ohio, ONA, Dayton,
Ohio
Trustee: University of Dayton, Chaminade-Julienne High
School, Dayton, Ohio, Miami Valley Economic Development
Coalition.
Member: Area Progress Council.

CLASS OF 2000
-------------
ERNIE GREEN, Age 59, Director since 1991. 34,023
President and Chief Executive Officer, Ernie Green
[PHOTO7] Industries, Dayton, Ohio, automotive components
manufacturer.
Director: Pitney Bowes Inc., WPTD-TV, Eaton Corp., Fluor
Daniel/GTI, Gradall.
DAVID R. HOLMES, Age 57, Director since 1994. 10,888
Chairman, President and Chief Executive Officer, The
[PHOTO8] Reynolds and Reynolds Company, Dayton, Ohio, information
management systems.
Director: NCR Corporation, Dayton, Ohio, Wright
Health/Anthem, Dayton, Ohio
Advisor: J. L. Kellogg Graduate School of Management,
Northwestern University.
Member: Dayton Business Committee, Area Progress Council,
Downtown Dayton Partnership.
BURNELL R. ROBERTS, Age 70, Director since 1987. 35,924
Chairman, Sweetheart Holdings, Inc.
[PHOTO9] Retired Chairman of 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 Packaging, Inc., Day
International Group, Inc.

- - ---------------
(1) The number of shares shown represents in each instance less than 1% of the
outstanding Common Shares. There were 402,572 shares or 0.25% 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, 1998. 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 1997

The Board of Directors of DPL Inc. met on six occasions and the Board of
Directors of DP&L met on five occasions during 1997. 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 was 100%.

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, Peter H. Forster, Jane G. Haley and
David R. Holmes. Allen M. Hill is a non-voting member.

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 1997.

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 1997.

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. Allen M. Hill is a non-voting member.

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 1997.

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 1997.

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 1997, 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. Mr. Forster, who retired as Chief Executive
Officer of DPL Inc. effective December 31, 1996, continues to actively perform
significant duties and functions for DPL Inc. and its subsidiaries under the
agreement.

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 1997 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 on their individual objectives. For 1997,
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 75 largest electric and natural gas utilities.

Compensation opportunities are positioned at the general industry median.
Over half of the target total compensation for each executive will vary with
performance. 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 median general 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. Hill exceeded his annual performance objectives for 1997. Mr.
Hill's salary was increased in 1997 based on his individual contributions and
consistent with the performance criteria used for all executives. Under the
Management Incentive Compensation Program, Mr. Hill 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. Hill'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. Hill was contingently awarded 30,500 SIU's in 1997
based on consideration of median general industry long-term incentive
opportunities and the overall competitiveness of the remainder of his
compensation package. Mr. Hill will receive these SIU's in 2001 based on the
extent by which DPL Inc.'s average return on common equity between 1998, 1999
and 2000 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 1992 and 1997 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

[CAMERA READY GRAPH TO COME]

1997 Proxy Graph Data (PowerPoint)

DOW JONES DOW JONES RRA 75 S&P ELECTRIC
DATE DPL INC. INDUSTRIAL UTILITIES UTILITIES CO.'S

Dec-92 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
Dec-93 $ 1,102.28 $ 1,169.09 $ 1,095.26 $ 1,118.90 $ 1,125.56
Dec-94 $ 1,161.92 $ 1,228.13 $ 927.14 $ 1,007.74 $ 979.65
Dec-95 $ 1,481.25 $ 1,679.95 $ 1,225.20 $ 1,307.00 $ 1,282.80
Dec-96 $ 1,531.69 $ 2,164.58 $ 1,335.82 $ 1,344.97 $ 1,278.22
Dec-97 $ 1,915.23 $ 2,703.86 $ 1,643.24 $ 1,749.84 $ 1,611.33

The S&P Electric Company Index has replaced the Dow Jones Utility Index used
in prior years as a utility industry index. This change has been made due to
changes in the companies included in the Dow Jones Utility Index in 1997. DPL
Inc. believes the S&P Electric Company Index, comprised of regulated electric
and combination electric and natural gas companies, is now a more appropriate
industry index against which to compare the stock price performance of DPL Inc.

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

Allen M. Hill 1997 430,000 258,000 834,000 ('98-00) 1,000
President and Chief Executive 1996 377,000 226,000 717,000 ('97-99) 1,000
Officer -- DPL Inc. and DP&L 1995 363,000 226,000 319,000 ('96-98) 1,000
Peter H. Forster(4) 1997 500,000 150,000 840,000 ('98-00) 70,400
Chairman -- DPL Inc. 1996 597,000 358,000 984,000 ('97-99) 1,000
and DP&L 1995 572,000 344,000 784,000 ('96-98) 1,000
Judy W. Lansaw 1997 240,000 108,000 411,000 ('98-00) 1,000
Group Vice President -- DPL Inc. 1996 214,000 96,000 393,000 ('97-99) 1,000
and DP&L 1995 197,000 89,000 227,000 ('96-98) 1,000
Stephen F. Koziar, Jr. 1997 231,000 104,000 234,000 ('98-00) 1,000
Group Vice President and 1996 218,000 98,000 216,000 ('97-99) 1,000
Secretary -- DPL Inc. and DP&L 1995 209,000 94,000 141,000 ('96-98) 1,000
H. Ted Santo 1997 226,000 102,000 297,000 ('98-00) 1,000
Group Vice President -- DP&L 1996 205,000 92,000 305,000 ('97-99) 1,000
1995 190,000 86,000 168,000 ('96-98) 1,000

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

(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 1995, 1996 and 1997 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
1995, 1996 and 1997 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.

(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.

(4) Annual compensation shown for Mr. Forster for 1997 was paid pursuant to an
agreement with DPL Inc. and DP&L. Long term compensation award opportunities
shown for 1996 and 1997 represent the dollar value of restricted shares
awarded to Mr. Forster under the Directors' Stock Plan which are subject to
the same earning and vesting criteria generally applicable to SIU's. All
other compensation shown for 1997 represents directors fees of $32,600 and
the dollar value of the annual award of 1,600 shares to each non-employee
director under the Directors' Stock Plan. See "Information Concerning the
Board of Directors and its Committees -- Other Matters."

CERTAIN SEVERANCE PAY AGREEMENTS

DPL Inc. entered into severance pay agreements with each of Messrs. Hill,
Koziar, 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 $104,500
400,000............................. 109,500 164,000 218,500
600,000............................. 166,500 249,500 332,500
800,000............................. 223,500 335,000 446,500
1,000,000............................. 280,500 420,500 560,500
1,200,000............................. 337,500 506,000 674,500
1,400,000............................. 394,500 591,500 788,500

The years of accredited service for the named executive officers are Mr.
Hill -- 28 yrs.; Mr. Koziar -- 28 yrs.; Mrs. Lansaw -- 18 yrs. and Mr. Santo --
22 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. Mr. Forster ceased to accrue benefits under the retirement
and supplemental plans effective as of December 31, 1996 upon his retirement as
an employee of DPL Inc. and DP&L.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of January 31, 1998, 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, 1998. 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. 13,633 shares *
H. Ted Santo 3,747 shares *
Judy W. Lansaw 3,519 shares *

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

* Less than one percent

INDEPENDENT PUBLIC ACCOUNTANTS

Price Waterhouse LLP served as independent public accountants of DPL Inc.
for the year 1997 and has been appointed as independent public accountants for
1998. 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 1999 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, 1998 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,

/s/ Stephen F. Koziar, Jr.

STEPHEN F. KOZIAR, JR.
GROUP VICE PRESIDENT AND SECRETARY

NOTICE OF

ANNUAL
MEETING

OF SHAREHOLDERS

APRIL 14, 1998

AND

PROXY
STATEMENT

[DPL LOGO]

DPL INC.
DAYTON, OHIO

DPL INC.

PROXY Solicited by the Board of Directors
for 1998 Annual Meeting of Shareholders

Peter H. Forster, James F. Dick, II and Burnell R. Roberts or any of them
with full power of substitution, are hereby appointed proxies to votes as
specified at the Annual Meeting of Shareholders of DPL Inc. on Tuesday, April
14, 1998, 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 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 /SEE REVERSE 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
Nominees: Thomas J. Danis, Allen M. Hill, W August Hillenbrand

FOR WITHHELD

/ / / /

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

The Annual Meeting of Shareholders will be held at Cedarville College,
Cedarville, Ohio. To request an attendance card for the meeting, please
mark below:

MARK HERE FOR ATTENDANCE CARD / /

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

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: _________