<PAGE>

 As filed with the Securities and Exchange Commission on September 29, 1995
                                
                                                Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
         
         
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                
                                    DPL INC.
             (Exact name of registrant as specified in its charter)

               Ohio                                    31-1163136
     (State of Incorporation)              (IRS Employer Identification No.)
  Courthouse Plaza SW, Dayton, Ohio                       45402
(Address of principal executive office)                (Zip Code)

                        THE DAYTON POWER AND LIGHT COMPANY
                              EMPLOYEE SAVINGS PLAN
                             (Full title of the plan)
                                
         
                           Stephen F. Koziar, Jr., Esq.
                                     DPL Inc.
                               Courthouse Plaza SW
                               Dayton, Ohio 45402
                     (Name and address of agent for service)
                                 (513) 224-6000
          (Telephone number, including area code, of agent for service)
                                
         
                                  Copies to:
                           Richard J. Chernesky, Esq.
                           Chernesky, Heyman & Kress
                           1100 Courthouse Plaza SW
                              Dayton, Ohio 45402
<TABLE>                                
<CAPTION>         
                        Calculation of Registration Fee
-----------------------------------------------------------------------------   
                                   Proposed     Proposed         
       Title of      Amount to     maximum      maximum       Amount of
      securities         be        offering     aggregate    registration
        to be        registered    price per    offering         fee
      registered                   share (1)    price (1)
-----------------------------------------------------------------------------   
 <S>                   <C>           <C>        <C>           <C>
   Common Shares,      300,000           
 $.01 par value (2)     Shares       $22.6875   $6,806,250    $2,346.98
-----------------------------------------------------------------------------
</TABLE>
(1)    Estimated solely for purposes of calculating the registration fee
   pursuant to Rule 457(c) and Rule 457(h) and based on the average of the 
   reported high and low sale prices of DPL Inc. Common Shares on the New
   York Stock Exchange on September 27, 1995.

(2)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
   this registration statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plan
   described herein.


   As permitted by Rule 429 under the Securities Act of 1933, the prospectus
   related to this Registration Statement also covers securities registered
   under Registration Statement No. 33-53970 on Form S-8.
<PAGE>
 The contents of the Registration Statement on Form S-8 File Number 33-53970,
 filed on October 30, 1992, are incorporated herein by reference.

                                 SIGNATURES

          The Registrant.     Pursuant to the requirements of the Securities
    Act of 1933, the registrant certifies that it has reasonable grounds to
    believe that it meets all of the requirements for filing on Form S-8 and
    has duly caused this registration statement to be signed on its behalf by
    the undersigned, thereunto duly authorized, in the City of Dayton, State
    of Ohio, on September 26, 1995.

                                            DPL INC.


                                            By /s/ Peter H. Forster
                                                   ---------------------- 
                                                   Peter H. Forster
                                                   Chairman, President and
                                                   Chief Executive Officer

                              POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
    appears below constitutes and appoints P.H. Forster, A.M. Hill and 
    T.M. Jenkins and each of them, his true and lawful attorneys-in-fact and
    agents, with full power of substitution and resubstitution, for him and
    in his name, place and stead, in any and all capacities (including his
    capacity as a Director and/or Officer of DPL Inc.), to sign any or all
    amendments (including post-effective amendments) to this registration
    statement, and to file the same, with all exhibits thereto, and other
    documents in connection therewith, with the Securities and Exchange
    Commission, granting unto said attorneys-in-fact and agents, and each of
    them, full power and authority to do and perform each and every act and
    thing requisite and necessary to be done in and about the premises, as
    fully to all intents and purposes as he might or could do in person,
    hereby ratifying and confirming all  that said attorneys-in-fact and
    agents or any of them, or their or his substitute or substitutes, may
    lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
    registration statement has been signed by the following persons in the
    capacities and on the dates indicated.

     Signatures                      Title                     Date

   /s/ Tom Danis                                                 
   ----------------                 Director             September 26, 1995
   (T. J. Danis)                                    
                                   
                 
   -----------------                Director            
   (J. F. Dicke, II)                                  

<PAGE>
    Signatures                       Title                      Date
                                                    
   /s/ P. H. Forster                 
   -----------------         Chairman, Director          September 26, 1995
    (P. H. Forster)          and President (principal        
                             executive officer)

                                                    
   -----------------                Director            
      (E. Green)                                     
                    
                                
   -----------------                Director            
     (J. G. Haley)                                    
     
   /s/ A. M. Hill                                            
   -----------------            Director and CEO         September 26, 1995    
     (A. M. Hill)                                    
                                                    

   -----------------                Director            
  (W A. Hillenbrand)                                 

     
   /s/ D. R. Holmes                                          
   -----------------                Director             September 26, 1995 
    (D. R. Holmes)                                   

                          
   /s/ T. M. Jenkins                       
   -----------------           Group Vice President      September 26, 1995     
    (T. M. Jenkins)           and Treasurer (principal      
                              financial and accounting
                              officer)                  
                                                    
   /s/ B. R. Roberts
   -----------------                Director              September 26, 1995   
    (B. R. Roberts)                                   

        The Plan. Pursuant to the requirements of the Securities Act of 1933,
   The Dayton Power and Light Company Employee Savings Plan has caused this
   registration statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Dayton, State of Ohio, on
   September 26, 1995.

                                        THE DAYTON POWER AND LIGHT COMPANY
                                              EMPLOYEE SAVINGS PLAN

                                             /s/ Thomas M. Jenkins  
                                          By ---------------------------    
                                                 Thomas M. Jenkins
                                                 Member, Operating Committee
<PAGE>
EXHIBIT INDEX
                                
          The following exhibits have been filed with the Securities and
   Exchange Commission and are incorporated herein by reference:

                                              Incorporation by Reference
                                    
4(a)     Copy of Amended of Articles          Exhibit 3 to Report on Form
         of Incorporation of DPL Inc          10-K for year ended 
         dated January 4, 1991, and           December 31, 1991
         amendment dated                      (File No. 1-9052)
         December 3, 1991...........
                                    
4(b)     Copy of Amendment dated              Exhibit 3(b) to Report on
         April 20, 1993 to DPL Inc.'s         Form 10-K for the year
         Amended Articles of                  ended December 31, 1993
         Incorporation..............          (File No. 1-9052)
        
                                    
4(c)     Copy of Code of Regulations          Exhibit D to 1986 Proxy
         of DPL Inc. dated                    Statement dated March 7, 1986
         January 6, 1986............          (File No. 1-2385)
        
                                    
4(d)     Copy of Composite Indenture          Exhibit 4(a) to Report on
         dated as of October 1, 1935,         Form 10-K for year ended
         between DP&L and Irving Trust        December 31, 1985 (File
         Company, Trustee with all            No. 1-2385)
         amendments through the
         Twenty-Ninth Supplemental
         Indenture.................. 
                                    
4(e)     Copy of the Thirtieth                Exhibit 4(h) to The Dayton
         Supplemental Indenture               Power and Light Company's
         dated as of March 1, 1982,           Registration Statement on
         between DP&L and Irving              Form S-3 (File
         Trust Company, Trustee.....          No. 33-53906)
       
                                    
4(f)     Copy of the Thirty-First             Exhibit 4(h) to The Dayton
         Supplemental Indenture               Power and Light Company's
         dated as of November 1, 1982,        Registration Statement on
         between DP&L and Irving              Form S-3 (File No. 33-56162)
         Trust Company, Trustee.....        
                                    
4(g)     Copy of the Thirty-Second            Exhibit 4(i) to The Dayton
         Supplemental Indenture               Power and Light Company's
         dated as of November 1, 1982,        Registration Statement on
         between DP&L and Irving              Form S-3 (File No. 33-56162)
         Trust Company, Trustee.....

<PAGE>
                                              Incorporation by Reference

                                    
4(h)     Copy of the Thirty-Third             Exhibit 4(e) to Report on
         Supplemental Indenture               Form 10-K for year ended
         dated as of December 1, 1985,        December 31, 1985
         between DP&L and Irving              (File No. 1-2385)
         Trust Company, Trustee.....
                                    
4(i)     Copy of the Thirty-                  Exhibit 4 to Report on Form
         Fourth Supplemental                  10-Q for quarter ended
         Indenture dated as of                June 30, 1986 (File
         April 1, 1986, between               No. 1-2385)
         DP&L and Irving Trust
         Company, Trustee..........
                                    
4(j)     Copy of the Thirty-                 Exhibit 4(h) to Report on
         Fifth Supplemental                  Form 10-K for year ended
         Indenture dated as of               December 31, 1986 (File
         December 1, 1986,                   No. 1-9052)
         between DP&L and Irving
         Trust Company, Trustee....
                                    
4(k)     Copy of the Thirty-                 Exhibit 4(i) to The Dayton
         Sixth Supplemental                  Power and Light Company's
         Indenture dated as of               Registration Statement on
         August 15, 1992,                    Form S-3 (File No. 33-53906)
         between DP&L and The        
         Bank of New York,
         Trustee..................
                                    
4(l)     Copy of the Thirty-                Exhibit 4(j) to The Dayton
         Seventh Supplemental               Power and Light Company's
         Indenture dated as of              Registration Statement on
         November 15, 1992,                 Form S-3 (File No. 33-56162)
         between the Company and     
         The Bank of New York,
         Trustee..................
                                    
4(m)     Copy of the Thirty-                Exhibit 4(k) to The Dayton
         Eighth Supplemental                Power and Light Company's
         Indenture dated as of              Registration Statement on
         November 15, 1992,                 Form S-3 (File No. 33-56162)
         between the Company and   
         The Bank of New York,
         Trustee..................
                                    
4(n)     Copy of the Thirty-               Exhibit 4(k) to The Dayton
         Ninth Supplemental                Power and Light Company's
         Indenture dated as of             Registration Statement on
         January 15, 1993,                 Form S-3 (File No. 33-57928)
         between the Company and           
         The Bank of New York,
         Trustee.................                      
<PAGE>
                                           Incorporation by Reference

4(o)     Copy of the Fortieth              Exhibit 4(m) to Report on
         Supplemental Indenture            Form 10-K for the year
         dated as of                       ended December 31, 1992
         February 15, 1993,                (File No. 1-2385)
         between the Company and
         The Bank of New York,
         Trustee.................
                                    
4(p)     Copy of the Indenture             Exhibit 4 to Report on Form
         dated as of August 1, 1986,       10-Q for quarter ended
         between DP&L and Morgan           September 30, 1986 
         Guaranty Trust Company            (File No. 1-2385)
         of New York,Trustee......
                                    
4(q)     Copy of the Credit                Exhibit 4(k) to DPL Inc.'s
         Agreement dated as of             Registration Statement on
         November 2, 1989,                 Form S-3 (File No. 33-32348)
         between DPL Inc., The      
         Bank of New York, as
         agent, and the Banks
         named therein...........
                                     
4(r)     Copy of Rights                    Exhibit 4 to Report on Form
         Agreement dated as of             8-K dated December 3, 1991
         December 3, 1991,                 (File No. 1-9052)
         between DPL Inc. and
         The First National Bank
         of Boston, as rights
         agent...................
                                    
4(s)     Copy of Certificate of            Exhibit to Amendment No. 1
         Adjustment dated                  to DPL Inc.'s Registration
         August 20, 1992,                  Statement on Form 8-A dated
         pursuant to Rights                December 3, 1991
         Agreement..............           (File No. 1-9052)
                                                 
4(t)     Form of The Dayton                Exhibit 4(b) to The Dayton
         Power and Light Company           Power and Light Company
         Employee Savings Trust,           Employee Savings Plan on
         revised and restated              Form S-8 dated October 30, 1992
         November 1, 1992.......           (File No. 33-53970)
                                    
5(a)     Pursuant to Item 8(a)       
         of Form S-8, an opinion
         as to the legality of
         the DPL Inc. Common
         Shares offered under
         The Dayton Power and
         Light Company Employee
         Savings Plan (the
         "Plan") is not required
         as such securities are
         not original issuance
         securities.

<PAGE>                                    
                                            Incorporation by Reference

5(b)     The registrant has          
         submitted the Plan to
         the IRS which has
         issued a determination
         that the Plan is
         qualified under Section
         401 of the Internal
         Revenue Code.
                                    
  The following exhibits are filed herewith:
                                                        Page
                                                  
4(a)     Form of the Dayton                       
         Power and Light Company
         Employee Savings Plan,
         revised and restated
         through August 15,
         1995.
                                    
23       Consent of Price            
         Waterhouse
                                    
24       Power of Attorney set       
         forth on signature page
         of registration statement.

<PAGE>
                                                   Exhibit 4(a)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                      THE DAYTON POWER AND LIGHT COMPANY
                            EMPLOYEE SAVINGS PLAN

                    (Revised and Restated August 15, 1995)
                                
                                
                                
<PAGE>                                
                              TABLE OF CONTENTS


ARTICLE I                                                       1
     Definitions and Construction                               1
          1.1  Construction of Plan and Trust                   1
          1.2  Accrued Benefit                                  1
          1.3  Affiliated Company                               1
          1.4  Alternate Payee                                  2
          1.5  Beneficiary.                                     2
          1.6  Code                                             2
          1.7  Committee                                        2
          1.8  Compensation                                     2
          1.9  Covered Employee                                 3
          1.10 Disability                                       3
          1.11 DPL Inc. ESOP                                    3
          1.12 DPL Inc. Stock Fund                              3
          1.13 Effective Date                                   3
          1.14 Elective Deferral                                3
          1.15 Elective Incentive Compensation                  3
          1.16 Eligible Employee                                4
          1.17 Eligible Retirement Plan                         4
          1.18 Eligible Rollover Distribution                   4
          1.19 Employee                                         4
          1.20 Employee Elective Contribution                   4
          1.21 Employer                                         4
          1.22 Employment Date                                  4
          1.23 Entry Date                                       4
          1.24 ERISA                                            5
          1.25 Excess Contributions                             5
          1.26 Full-Time Employee                               5
          1.27 Highly Compensated Employee                      5
          1.28 Hour of Service                                  6
          1.29 Incentive Compensation                           7
          1.30 Labor Regulations                                7
          1.31 Leased Employee                                  7
          1.32 Limitation Year                                  8
          1.33 Matching Contribution                            8
          1.34 Member                                           8
          1.35 Named Fiduciary                                  8
          1.36 Participant                                      8
          1.37 Permissive Aggregation Group                     8
          1.38 Plan                                             8
          1.39 Plan Administrator                               8

    
<PAGE>
TABLE OF CONTENTS (Cont'd.)

          1.40 Plan Year                                        9
          1.41 Qualified Domestic Relations Order               9
          1.42 Quarter                                          9
          1.43 Required Aggregation Group                       9
          1.44 Rollover Contribution                            9
          1.45 Salary Reduction Agreement                       9
          1.46 Termination of Employment                        9
          1.47 Treasury Regulations                            10
          1.48 Trust                                           10
          1.49 Trustee                                         10
          1.50 Trust Fund                                      10
          1.51 Trust Fund Account                              10
          1.52 Valuation Date                                  10
          1.53 Vested Amount                                   10
          1.54 Year                                            10

ARTICLE II                                                     10
     Eligibility and Participation                             10
          2.1  Eligibility and Participation                   10
          2.2  Suspension of Participation                     11
          2.3  Eligibility for Re-Participation                11

ARTICLE III                                                    11
     Contributions                                             11
          3.1  Employee Elective Contributions                 11
          3.2  Limitation on Employee Elective Contributions   12
          3.3  Time and Manner of Payment of Employee
               Elective Contributions                          12
          3.4  Voluntary Employee Contributions and 
               After-Tax Contributions                         12
          3.5  Rollover Contributions                          13
          3.6  Transfers from other Employer Plans             13

ARTICLE IV                                                     13
     Limitations On Contributions and Allocations              13
          4.1  Limitations on Contributions and Allocations    13
          4.2  Percentage Limitation on Employee Elective
               Contribution                                    13
          4.3  Correcting Excess Contributions                 16
          4.4  Maximum Annual Additions Limitation             17
          4.5  Dual Plan Limitation                            18
          4.6  Effect of Social Security Increases             19

 
<PAGE>          
TABLE OF CONTENTS (Cont'd.)

ARTICLE V                                                      19
     Distributions of Benefits                                 19
          5.1  Eligibility For Benefits                        19
          5.2  Payment to Alternative Payee                    20
          5.3  Claims Procedure                                20
          5.4  Distribution Requirements                       21
          5.5  Designation of Beneficiary                      22
          5.6  Written Explanation to Recipients of
               Distributions                                   23
          5.7  Payment of Benefits                             23
          5.8  Payment in Case of Incapacity                   24
          5.9  Non-Alienation of Benefits                      24
          5.10 In-Service Distributions                        24

ARTICLE VI                                                     25
     Hardship Distributions                                    25

ARTICLE VII                                                    26
     Establishment of Trust Fund And Trust Fund Accounts       26
          7.1  Trust Fund Accounts                             26
          7.2  Investment; Funding Policy                      26
          7.3  Impossibility of Diversion                      26
          7.4  Purchase of Insurance                           27

ARTICLE VIII                                                   27
     Valuation                                                 27
          8.1  Valuation of Trust Fund                         27
          8.2  Trust Fund Accounts.                            27
          8.3  Allocation to Trust Fund Accounts               28

ARTICLE IX                                                     28
     Top Heavy Plan Limitations                                28
          9.1  Determination of Top-Heavy Status               28
          9.2  Minimum Allocations                             29
          9.3  Effect on Section 415 Limitations               30

ARTICLE X                                                      30
     Administration                                            30
          10.1 Plan Fiduciaries                                30
          10.2 Company                                         31
          10.3 Committee.                                      31
          10.4 Interpretations and Adjustments                 33
          10.5 Action of Committee                             33
          10.6 Trustee                                         33
          10.7 Indemnification                                 34

<PAGE>
TABLE OF CONTENTS (Cont'd.)

ARTICLE XI                                                      34
     Amendment                                                  34

ARTICLE XII                                                     34
     Suspension, Discontinuance or Termination                  34
          12.1  Termination or Partial Termination of the
                Plan 34
          12.2  Termination of the Trust                        35
          12.3  Discontinuance of the Plan                      35
          
ARTICLE XIII                                                    35
     General                                                    35
          13.1  Severability                                    35
          13.2  Merger of Plans                                 35
          13.3  Plan Not a Contract of Employment               36
          13.4  Successor Employer                              36
          13.5  Expenses                                        36
          13.6  Governing Law                                   36
          13.7  Construction                                    36
          13.8  Limitation of Rights                            37
          13.9  Headings and Captions                           37
          13.10 Counterparts                                    37
          13.11 Qualified Status of the Plan                    37


<PAGE>
                    THE DAYTON POWER AND LIGHT COMPANY

                          EMPLOYEE SAVINGS PLAN



        This Declaration of Plan is entered into as of October 8,  1992, 
  by  The  Dayton  Power  and  Light  Company,  an  Ohio corporation (the
  "Company").

                                Recitals

           A.    The  Company heretofore established  The  Dayton Power  and
  Light  Company  Employee Savings  Plan  (the  "Plan") effective January 1,
  1985, as a profit sharing plan under Section 401(a)  of the Code, which
  includes a qualified cash or deferred arrangement as defined under Section
  401(k) of the Code, designed to enable Eligible Employees of the Company
  to elect to have a portion of their Compensation contributed to the Plan
  on  a  tax-deferred basis.

           B.    The Company desires to modify, amend and restate the Plan
  and its related trust in its entirety effective November 1, 1992, unless
  otherwise provided for herein.

             NOW, THEREFORE, it is hereby declared as follows:

                                 ARTICLE I

                        Definitions and Construction
                                
1.1       Construction of Plan and Trust.

           Where the following words and phrases appear in the Plan, they
  shall have the following meanings, unless the context otherwise clearly
  indicates.  Wherever used herein, the masculine gender includes the
  feminine gender and the singular includes the plural.

1.2       Accrued Benefit.

          The balance of a Member's Trust Fund Account.

1.3       Affiliated Company.

           Any corporation or unincorporated trade or business under
  common control with the Company within the meaning of Code 401(d), 414(b)
  and  414(c), and any member of an affiliated service group (as
  defined in Code 414(m)) which includes the Company, but, in each case,

<PAGE>
  only during the periods during which any such corporation, unincorporated
  trade or business or affiliated service group satisfies the above mentioned
  control or affiliation tests.

1.4       Alternate Payee.

           Any spouse, former spouse, child or other dependent of a 
  Participant  who  is  recognized under  a  Qualified  Domestic Relations
  Order as having a right to receive all or a portion  of the benefits
  payable to such Participant under the Plan.

1.5       Beneficiary.

           A person or persons (natural or otherwise), other than an 
  Alternate Payee, designated by a Participant to  receive  his death
  benefits payable under the Plan.

1.6       Code.

           The  Internal  Revenue Code of 1986, as  such  may  be amended
  from time to time.

1.7       Committee.

           The Committee referred to in Section 10.3.

1.8       Compensation.

           The amount paid to an Employee by the Employer for services
  performed during each Plan Year.  The term Compensation shall exclude
  deferred compensation (except for contributions made through a salary
  reduction agreement to a Plan described in Code 401(k), 402(a)(8) or
  402(h), a cafeteria plan described in Code 125 or a tax-deferred annuity
  under Code 403(b)), Incentive Compensation and any non-cash payments.
  Compensation of each Participant which may be taken into account for any
  Plan Year shall not exceed $200,000.  Compensation for any Plan Year shall
  be determined as of the last day of the Plan Year.  In determining a
  Participant's Compensation who is a 5-percent owner or one of the 10 Highly
  Compensated Employees (as those terms are defined in Code 414(q)), the
  limitations imposed under Code 414(q)(6) shall apply, except that the term
  "family"  as  used therein, shall include only the Participant's spouse and
  any of his lineal descendants who are under the age of 19 before the Plan
  Year end.  If any of the 5 percent owners or 10 Highly Compensated
  Employees aggregate compensation exceeds $200,000, the compensation
  considered for each family member shall be prorated among the affected
  family members in proportion to each such family member's Compensation
  prior to the application of the $200,000 limitation such that the total
  compensation equals $200,000.  The $200,000 amount referred to in this
  Section shall increase at the same time and in the same manner as increases
  under Code 415(d) become effective.

  
<PAGE>
           In addition to other applicable limitations set forth in the Plan,
  and notwithstanding any other provision of the Plan to the contrary, for
  Plan Years beginning on or after January 1, 1994, the annual compensation
  of each employee taken into account under the Plan shall not exceed the
  OBRA `93 annual compensation limit.  The OBRA `93 annual compensation limit
  is $150,000, as adjusted by the Commissioner for increases in the cost of
  living in accordance with Section 401(a)(17)(B) of the Internal Revenue
  Code.  The cost-of-living adjustment in effect for a calendar year applies
  to any period, not exceeding 12 months, over which compensation is
  determined (determination period) beginning in such  calendar year.  If a
  determination period consists of fewer than 12 months, the OBRA `93 annual
  compensation limit will be multiplied by a fraction, the numerator of which
  is the number of months in the determination period, and the denominator of
  which is 12.

           For Plan Years beginning on or after January 1, 1994, any
  reference in this Plan to the limitation under Section 401(a)(17) of the
  Code shall mean the OBRA `93 annual compensation limit set forth in this
  provision. 

           If compensation for any prior determination period is taken into
  account in determining an employee's benefits accruing in the current Plan
  Year, the compensation for that prior determination period is subject to
  the OBRA `93 annual compensation limit in effect for that prior
  determination period. For this purpose, for determination periods beginning
  before the first day of the first Plan Year beginning on or after January 1,
  1994, the OBRA `93 annual compensation limit is $150,000.

1.9       Covered Employee.

           All Employees except for Employees (i) who are included in a unit
   of Employees covered by a collective bargaining agreement between Employee
   representatives and the Employer under which retirement benefits were the
   subject of good faith bargaining between the parties, unless the
   collective bargaining agreement provides for participation in the Plan or
   (ii) who are Leased Employees, except for any Leased Employees who are
   treated as an Employee of the Company under Code 414(n) or 414(o).

1.10      Disability.

           A Participant is considered disabled hereunder if he qualifies for
   benefits under the Employer's long term disability program.

1.11      DPL Inc. ESOP.

           The DPL Inc. Employee Stock Ownership Plan, as it may be amended
   from time to time.


<PAGE>
1.12      DPL Inc. Stock Fund.

           An investment fund which the Trustee invests exclusively in the
    common shares of DPL Inc.

1.13      Effective Date.

           The date the Plan (and any of its predecessors) first was
    effective.

1.14      Elective Deferral.

           Any Employer contribution made to the Plan at the election of the
    Participant pursuant to a Salary Reduction Agreement or other deferral
    mechanism, in lieu of paying such amount to the Participant in cash, or
    some other taxable benefit, that is not (but would be but for the
    Participant's election) currently available to the Participant on the
    date of the election.

1.15      Elective Incentive Compensation.

           The portion of an Employee's Incentive Compensation which the
    Employee may elect to receive in cash or defer in accordance with Section
    3.1 A.(ii).

1.16      Eligible Employee.

           Except as provided in Section 3.3 (in the case of a reemployed
    former Participant), each Employee who (a) is employed as a Full-Time
    Employee; (b) is not a cooperative student (unless such cooperative
    student completed 1,000 or more Hours of Service in the prior Eligibility
    Year); and (c) is a Covered Employee.

1.17      Eligible Retirement Plan.

           An employees' trust described in Code 401(a) which is exempt from
    tax under Code 501(a), and any plan described in Code 408(a), 408(b) and
    403(a).

1.18      Eligible Rollover Distribution.

           Any distribution to a Member of all or any portion of his Accrued
    Benefit, except for a distribution which is (i) one of a series of
    substantially equal periodic payments (not less frequently than annually)
    made (a) for the life (or life expectancy) of the Participant or the
    joint lives (or joint life expectancies) of the Participant and his
    designated Beneficiary, or (b) for a specified period of 10 years or
    more, or (ii) required under Code 401(a)(9).


<PAGE>
1.19      Employee.

           Any person employed by and receiving Compensation from
    the Employer.

1.20      Employee Elective Contribution.

           The  Elective Deferral contributions made to the  Plan
    under Section 3.1.

1.21      Employer.

          The Company, DPL Inc., and any Affiliated Company which
    adopts the Plan.

   1.21.1       Employer Contributions.

                Contributions  by  the  Employer  to  the  Trust  Fund
          pursuant to Section 3.7.

   1.21.2       Employer Contribution Account.

                The portion of a Member's Trust Fund Account which
          is credited with Employer Contributions contributed on his
          behalf.

1.22      Employment Date.

          The date an Employee is credited with his first Hour of
    Service with the Employer following either initial employment  or
    reemployment.

1.23      Entry Date.

          The Entry Date for a new Eligible Employee is the first
     day of the first calendar month following the first full calendar
     month  of employment if the Eligible Employee completed 160 Hours
     of  Service  during such first full calendar month of employment;
     thereafter  the  Entry  Date  for an Eligible  Employee  will  be
     January 1 or (effective upon the date of this amendment)  July  1
     of  each  Plan  Year,  or  more often in the  discretion  of  the
     Committee.

1.24      ERISA.

           The  Employee Retirement Security Act of 1974, as such
     may be amended from time to time.

1.25      Excess Contributions.

          The excess of the aggregate amount of Employee Elective
     Contributions  actually  made  on behalf  of  Highly  Compensated
     Employees  for  such Plan Year, over the maximum amount  of  such


<PAGE>
     contributions permitted under Section 4.2 (determined by reducing
     contributions made on behalf of Highly Compensated  Employees  in
     order  of  their Actual Deferral Ratios (as described in  Section
     4.2 C.1.) beginning with the highest of such ratios).

1.26      Full-Time Employee.

           Each  Employee who completes 1,000 or  more  Hours  of
     Service per Eligibility Year.  "Eligibility Year" means the first
     year  computed  beginning with the date employment commences  and
     ending on the anniversary thereof.  Thereafter, Eligibility  Year
     means  the  Plan Year, beginning with the Plan Year in which  the
     first anniversary of an Employee's employment occurs.

1.27      Highly Compensated Employee.

           A.    Each  Employee  who  during  the  Plan  Year  or
     preceding Year:  (i) was a 5-percent owner (as defined under Code
     414(q));  (ii) received Compensation from the Employer in  excess
     of  $75,000;  (iii) received Compensation from  the  Employer  in
     excess  of  $50,000  and was in the "top-paid group"  as  defined
     below;  or  (iv)  was,  at  any time,  an  officer  who  received
     Compensation   greater  than  50%  of  the  amount   under   Code
     415(b)(1)(A)  in  effect for the Limitation  Year.   The  amounts
     specified  in  this Subsection (ii), (iii) and (iv)  above  shall
     increase  at  the same time and in the same manner  as  increases
     under Code 415(d) become effective.

            B.    The  following  special  rules  apply  to  this
     definition:

                (i)        Any  Employee who did not satisfy  the
     requirements  of Subsection A (ii), and (iii) or (iv)  above  for
     the  preceding  Plan  Year  will not be  deemed  to  satisfy  the
     requirements  of Subsection A (ii), (iii) or (iv) above  for  the
     current  Plan  Year  unless he was among  the  highest  100  paid
     Employees for the current Year;

                (ii)       For  purposes  of Subsection  A  (iii)
     above, "top-paid group" means the top 20% of the Employees  based
     on  Compensation  received during the Year.  In  determining  the
     number  of  Employees to be included in the top-paid  group,  the
     following Employees are excluded:

                    (a)   Employees  who have  not  completed  6
     months of employment;

                    (b)  Employees who normally work less than 17-
     1/2 hours per week;

                    (c)  Employees who have not attained age 21;


<PAGE>
                    (d)   Employees  who are  represented  by  a
     collective bargaining representative; or

                    (e)  Non-resident aliens.

             (iii)     No more than 50 officers, or, if  less,
     the  greater  of  (a)  3  or (b) 10% of  the  largest  number  of
     Employees  employed at any time during the Year  will  be  Highly
     Compensated  Employees under Subsection  A  (iv)  above.   If  no
     officer  satisfies the requirements of Subsection A  (iv)  above,
     the highest paid officer will be a Highly Compensated Employee.

              (iv)      If any individual is a Family Member of
     (a) a 5-percent owner or (b) one of the 10 highest paid Employees
     who  is also considered a Highly Compensated Employee, then  such
     Family   Member   will  not  be  considered  an  Employee.    Any
     Compensation  or benefits paid to the Family Member  who  is  not
     considered an Employee because of the preceding sentence will  be
     considered paid to the related Highly Compensated Employee.   For
     purposes  of  this  Subsection (iv),  "Family  Member"  means  an
     Employee's  spouse  and the lineal ascendants or  descendants  of
     both the Employee and such Employee's spouse.

          C.   Highly Compensated Employee shall also include any
     former  Employee  who separated from service prior  to  the  Plan
     Year,  performed  no services for the Employer  during  the  Plan
     Year,  and was a Highly Compensated Employee either (i)  for  his
     separation year or (ii) during any Plan Year ending on  or  after
     his  55th  birthday.   If  such former  Employee  separated  from 
     service  before  January  1, 1987, he  is  a  Highly  Compensated
     Employee   only  if  he  was  a  5-percent  owner,  or   received
     Compensation  in  excess of $50,000 during (1) the  Year  of  his
     separation  of  service  (or the Year preceding  such  separation
     Year)  or (2) any Year ending on or after such individual's  55th
     birthday  (or the last Year ending before such individual's  55th
     birthday).

1.28      Hour of Service.

           An  hour,  determined  under the Employer's  customary
     personnel practices: (a) which is compensable for the performance
     of  duties, provided, however, that each hour will be credited to 
     the  Year  when the duties are performed, and an hour paid  at  a
     premium rate will be counted only as a single hour; (b) for which
     no  duties are performed (whether or not the Employee remains  an
     Employee)   due   to   vacation,  holiday,  illness,   incapacity
     (including disability), jury duty, or approved leave of  absence,
     provided,  however,  that Hours of Service  credited  under  this
     subpart (b) shall in no event exceed a maximum of eight hours per
     business day, 40 hours per week or 501 hours (except in the  case
     of  U.S.  military service) for any continuous period of  absence
     whether or not it occurs in a single computation period;  or  (c)
     which  is  not credited under subparts (a) or (b) but  for  which
     back  pay  is  payable, provided that these  hours  will  not  be
     reduced  for  any  interim  earnings opportunities  and  will  be
     credited  for  the Years when the pay was lost rather  than  when
     payment  was made.  However, no Hours of Service will be credited
     

<PAGE>
     for  payment  under  a  plan maintained  solely  to  comply  with
     applicable  workers' compensation, unemployment  compensation  or
     disability insurance laws, or for a payment which only reimburses
     an Employee for his medical or medically-related expenses.  Hours
     will  be credited to the Year in which the absence occurs  unless 
     the  absence extends beyond one year.  If it does, the hours will
     be  allocated  between not more than the first  two  Years  on  a
     reasonable  basis consistently applied for all Employees  in  the
     same reasonably defined job classification.

           In  applying  these rules, no more than  one  Hour  of
     Service will be credited for any hour of an Employee's employment
     or  absence from employment.  To the extent not included in  this
     definition,  the  rules  in  Paragraphs  (b)  and  (c)  of  Labor
     Regulation 2530.200b-2 (relating to the calculation of  Hours  of
     Service  when no duties are performed and to crediting  Hours  of
     Service  in  computation periods) are made part of  the  Plan  as
     provided by Labor Regulation 2530-200b-2(f).

1.29      Incentive Compensation.

           Employee compensation derived from the DP&L Management
     Achievement Recognition Program, or any successor program thereto
    designated  as such by the Committee, in effect at the  beginning
    of the Plan Year.

1.30      Labor Regulations.

          Department of Labor Regulations issued under ERISA.

1.31      Leased Employee.

           Any person who is not an Employee of the Employer  who
     performs services for the Employer (the "Recipient") pursuant  to
     an  agreement  between the Recipient and any other entity,  on  a
     substantially full-time basis for a period of at least one  year,
     if  such services are of the type historically performed  in  the
     business  field  of the Recipient by Employees.   Notwithstanding
     the  foregoing, if such Leased Employees (i) constitute less than
     20% of the Recipient's non-highly compensated work force and (ii)
     are covered by a money purchase pension plan providing (a) a non-
     integrated employer contribution rate for each participant of  at
     least  10% of compensation (including amounts which are  excluded 
     from  the  participant's gross income under Code 125,  402(a)(8),
     402(h)  or 403(b)); (b) for full and immediate vesting;  and  (c)
     for  immediate  participation, then such  persons  shall  not  be
     Leased Employees.

1.32      Limitation Year.

           The calendar year, unless the Employer designates some
     other  twelve  (12)  consecutive  month  period  for  purpose  of
     determining the maximum benefit limitation under Code 415.

     
<PAGE>
1.33      Matching Contribution.

           An Employer Contribution made to the DPL Inc. ESOP  on
     account of Employee Elective Contributions made to the Plan.

1.34      Member.

           A  Participant, a deferred vested Participant  with  a
     retained  interest in the Plan, or a former Participant  who  has
     elected not to participate, but not an Alternate Payee.

1.35      Named Fiduciary.

           A  fiduciary  under  the Plan  (as  defined  in  ERISA
     402(a)(2)).

1.35.1         Non-Elective Contributions.

            Employer  Contributions  with  respect  to  which  an
     Eligible Employee may not elect to have the contributions paid to
     him   in  cash  or  other  taxable  benefits  in  lieu  of  being
     contributed to the Plan.

1.36      Participant.

           An Eligible Employee who has elected to contribute  to
     the Plan as provided in Section 2.1 or who has an interest in the
     Plan.

1.37      Permissive Aggregation Group.

           The Required Aggregation Group of plans plus any other
     plan  or plans of the Employer which, when considered as a  group
     with   the   Required  Aggregation  Group,  would   satisfy   the
     requirements of Code 401(a)(4) and 410.

1.38      Plan.

           The  Dayton  Power and Light Company Employee  Savings
     Plan, as it may be amended from time to time.

1.39      Plan Administrator.

           The Committee.

1.40      Plan Year.

           The Employer's accounting year.


<PAGE>
1.41      Qualified Domestic Relations Order.

           Any  judgment, decree or order (including an  approved
     property  settlement  agreement)  which:  (i)  relates   to   the
     provision of child support, alimony payments or marital  property
     rights to a spouse, former spouse, child or other dependent of  a
     Participant; (ii) is made pursuant to a state domestic  relations
     law (including community property law); (iii) creates, recognizes
     or  assigns to an Alternate Payee or Payees the right to  receive
     all or a part of a Participant's Accrued Benefits; and (iv) meets
     the requirements set forth in Code 414(p).

1.41.1         Qualified Non-Elective Contribution.

           Non-Elective Contributions which the Employer elects to
     treat  as  a  Qualified Non-Elective Contribution (as defined  in
     Treasury    Regulation   1.401(k)-1(g)(13)(ii)   and    1.401(k)-
     1(b)(5)),   which   are  nonforfeitable  and   subject   to   the
     distribution   requirements  applicable  to   Employee   Elective 
     Contributions.

1.42      Quarter.

          The three month period ending on the last day of March,
     June, September or December.

1.43      Required Aggregation Group.

           The Plan and any other qualified plans of the Employer
     in  which at least one Key Employee as defined under Code 416(i),
     participates or participated at any time during the determination
     period  (regardless of whether any such plan has terminated),  or
     the  Plan  or  any  other qualified plans of the  Employer  which
     enables  the  Plan to meet the requirements of Code 401(a)(4)  or
     410.

1.44      Rollover Contribution.

           Any  contribution to the Plan by a Participant  of  an
     amount defined under Code 402(c), 403(a)(4) or 408(d)(3).

1.45      Salary Reduction Agreement.

           A  written  election by a Participant authorizing  the
     Employer to reduce a specified percentage of his Compensation (or
     to  forgo an increase in his Compensation) and contribute  it  to
     the  Plan, rather than being paid to him in the form of  cash  or
     some other taxable benefit.

<PAGE>
     1.45.1         Settlement Date.

                The  date  (including any extensions) upon  which  the
          Employer  is required to file its federal income tax  return  for
          the preceding year.

1.46       Termination of Employment.

           The  date  an  Employee resigns, is discharged,  dies,
     retires, is disabled, or otherwise terminates employment with the
     Employer for any reason.

1.47      Treasury Regulations.

           Department  of Treasury Regulations issued  under  the
     Code.

1.48      Trust.

           The  Dayton  Power and Light Company Employee  Savings
     Trust   entered  into  between  the  Company  and   the   Trustee
     established  for  the purpose of funding the benefits  under  the
     Plan.

1.49      Trustee.

            The  person  or  persons  appointed  as  Trustee,  or
     Successor  Trustee or Trustees, of the Trust pursuant to  Section
     10.6.

1.50      Trust Fund.

           All  plan assets held by the Trustee pursuant  to  the
     terms of the Trust.

1.51      Trust Fund Account.

           The  account established for each Member under Section 8.2.

1.52      Valuation Date.

           Each business day of the Plan Year.

1.53      Vested Amount.

           One hundred percent of a Participant's Accrued Benefit
     attributable  to  Employee  Elective Contributions  and  Employer
     Contributions.

1.54      Year.

           A consecutive 365 (or, where appropriate, 366) day period.

<PAGE>
                                  ARTICLE II
                                
                         Eligibility and Participation

2.1       Eligibility and Participation.

           Unless he elects not to participate in the Plan,  each
     Eligible Employee will be treated as a Participant in the Plan on
     his Entry Date.  The Committee will notify each Eligible Employee
     at  least  30  days  before the Employee's Entry  Date  and  will
     provide  him  with  a Salary Reduction Agreement  and  investment
     election  form.  By  accepting participation in  the  Plan,  each
     Eligible  Employee agrees to be bound by the terms and conditions
     of  the  Plan  and must deliver to the Committee all  information
     required by the Committee.

2.2       Suspension of Participation.

           Subject to the Participant's interest in his Trust Fund
     Account, if any, a Participant shall cease to be a Participant in
     the  Plan (i) on his Termination of Employment, (ii) on the  date
     upon which he no longer is an Eligible Employee or (iii) for  the
     period in which he elects not to participate in the Plan.

2.3       Eligibility for Re-Participation.

           If  the Employer rehires a former Participant, he will
     become a Participant in the Plan, on the date he is credited with
     an Hour of Service after his reemployment if he is then a Covered
     Employee  and if he files a Salary Reduction Agreement  with  the
     Committee.
  
                                ARTICLE III
                                
                               Contributions

3.1       Employee Elective Contributions.

           A.    Each  Participant  may  make  Employee  Elective
     Contributions by entering into a Salary Reduction Agreement  with
     the  Employer,  effective as to future Compensation,  on  a  form
     provided by the Committee.  The Salary Reduction Agreement  shall
     be applicable to all payroll periods during which the election is
     in effect and shall not exceed the following:

                (i)       Unless the Committee otherwise directs,
     a  Participant may make an Employee Elective Contribution to  the
     Plan of (a) up to 25% (in whole percentages) of his Compensation,
     or  (b)  a  fixed dollar amount per pay period (in  multiples  of
     $25.00).

<PAGE>
                (ii)      Unless the Committee otherwise directs,
     a  Participant may make an Employee Elective Contribution to  the
     Plan  of  25%,  50%,  75%  or  100%  of  his  Elective  Incentive
     Compensation, if any.

           B.    A  Participant  may elect to  amend  his  Salary
     Reduction  Agreement not later than November 30 of any Plan  Year
     to be effective for the following Plan Year, or more often in the
     discretion of the Committee.  Beginning on the following  January
     1,  the  Participant's  Employee Elective Contributions  will  be
     based on the amended Salary Reduction Agreement.

          C.   A Participant may voluntarily suspend his Elective
     Deferrals  by  giving written notice to the Committee  not  later
     than  the 10th day before the payroll date the suspension  is  to
     become  effective.  The Participant may initiate further Elective
     Deferrals at the same time and the same manner as provided for in
     Section 3.1 B.

3.2        Limitation on Employee Elective Contributions.

            For any Plan Year, Employee Elective Contributions must
     satisfy the following requirements:

           A.    The  amount of a Participant's Employee Elective
     Contribution  (including the amount of a Participant's  Qualified
     Non-Elective   Contribution  treated  as  an  Employee   Elective
     Contribution,   if   any),  together  with   Elective   Deferrals
     contributed to the DPL Inc. ESOP or another Plan, whether or  not
     related  to  the  Employer,  which are  required  by  law  to  be
     aggregated with such Employee Elective Contributions,  shall  not
     exceed  the  dollar  limits provided for  in  Code  402(g).   The
     amount of a Participant's Employee Elective Contribution made  by
     the Employer in any calendar year shall further be limited to the
     maximum  amount  allowable as a deduction to the  Employer  under
     Code 404.

          B.   To the extent that a Participant has made Employee
     Elective  Contributions during a calendar year in excess  of  the
     amount specified in Section 3.2 A ("Excess Deferral"), the Excess
     Deferral,  together with income thereon, shall be distributed  to
     the  Participant from the Plan not later than April 15  following
     the  end  of  the taxable year in which the Excess  Deferral  was
     made.    If   the   Participant  has   made   Employee   Elective
     Contributions  under  the  Plan and  another  plan,  contract  or
     arrangement  resulting  in  an Excess Deferral,  the  Participant
     shall  notify the Committee in writing not later than  March  1st
     following  the  end  of  the taxable year  in  which  the  Excess
     Deferral was made, of the amount of Excess Deferrals allocated to
     the  Plan.   The Employer will notify the Plan on behalf  of  the
     Participant  of  any Excess Deferral calculated  by  taking  into
     account only the Plan and other plans maintained by the Employer.

<PAGE>
3.3          Time  and Manner of Payment of Employee  Elective
      Contributions.

           Employee Elective Contributions shall be paid  to  the
     Trust  Fund  as soon as practical after the end of  each  payroll
     period  but in no event later than 90 days from the payroll  date
     which such Employee Elective Contributions were withheld from the
     Participant's Compensation.

3.4      Voluntary  Employee Contributions  and  After-Tax Contributions.

           For Plan Years beginning after December 31, 1988, none
     permitted.

3.5       Rollover Contributions.

           Any  Eligible  Employee  may request  the  Committee's
     permission  to  make a Rollover Contribution to the  Trust.   Any
     request  filed  under this Section must (i) be in  writing,  (ii)
     include the amount of the Rollover Contribution, (iii) include  a
     written certification from the Employee that the amount qualifies
     as  a  Rollover Contribution, and (iv) be made in cash.   If  the
     Committee or the Participant determines that any amount deposited
     under  this  Section is not a Rollover Contribution,  the  entire
     amount  will  be  immediately returned to the  Participant.   The
     Committee  may  set  a  minimum rollover  amount  which  will  be
     permitted under this provision.  The Eligible Employee  shall  be
     one hundred percent vested in his Rollover Contribution.

3.6       Transfers from other Employer Plans.

           The Employer may transfer a Participant's account from
     The  Dayton  Power and Light Company Savings Plan For  Collective
     Bargaining  Employees  or  any  other  Eligible  Retirement  Plan
     sponsored by the Employer to the Trust.  Any such transfers shall
     be  subject to the distribution and withdrawal provisions of  the
     Plan.

3.7       Employer Contributions.

           For  each Plan Year beginning after December 31, 1993,
     the  Employer may make an Employer Contribution to the Plan,  the
     amount  and  allocation  of which shall  be  determined  by  such
     Eligible Employee's designation under the Personal Choice Account
     Plan, a welfare benefit plan sponsored by the Employer.

3.8       Qualified Non-Elective Contributions.

           Beginning  after December 31, 1993, the  Employer  may
     make  a  discretionary Qualified Non-Elective  Contribution,  the
     exact  percentage  to be determined each year by  the  Committee,
     with respect to any or all Eligible Employees.  Any Qualified Non-
     Elective  Contribution  shall  be  deemed  an  Employee  Elective
     Contribution.
<PAGE>
3.9       Time and Manner of Payment of Employer Contributions.

           The  Employer shall pay Employer Contributions to  the
     Trustee  not  later  than the Settlement Date, provided,  however
     that  Qualified Non-Elective Contributions shall be paid  to  the
     Trust  Fund  not  later  than  the end  of  the  12-month  period
     immediately  following the Plan Year to which such  contributions
     relate.

                                ARTICLE IV
                                
              Limitations on Contributions and Allocations

4.1       Limitations on Contributions and Allocations.

           The  amount and allocation of contributions under  the
     Plan  and Trust are subject to certain limitations, set forth  in
     this  Article  IV, ERISA and the Code.  The Employer  may  limit,
     revoke  or  amend  at any time a Participant's  Salary  Reduction
     Agreement,  or  distribute  any  Excess  Deferrals  or   Employee
     Elective Contributions, to assure that in any Plan Year, the Plan
     does  not  exceed the maximum limits imposed by the  Code  401(k)
     and  415, that would cause the Plan to exceed the maximum  amount
     allowable  as a deduction to the Employer under Code  404  and/or
     to prevent disqualification of the Plan.

4.2        Percentage   Limitation  on  Employee   Elective
     Contribution.

            In  addition  to  the  dollar limitation  on  Employee
     Elective  Contributions set forth in Section 3.2, for Plan  Years
     beginning   after   December   31,   1986,   Employee    Elective
     Contributions  shall  satisfy the nondiscrimination  requirements
     under Code 401(k) for each Plan Year.

           The "Actual Deferral Percentage" ("ADP") for the group
     of Eligible Highly Compensated Employees shall not exceed the ADP
     for  the  group  of  all other Eligible Employees  by  an  amount
     specified under one of the following tests:

            A.    The  ADP  for  the  group  of  Eligible  Highly
     Compensated Employees is not more than the ADP for the  group  of
     all other Eligible Employees multiplied by 1.25; or

           B.    The  excess of the ADP for the group of Eligible
     Highly  Compensated Employees over the ADP for the group  of  all
     other  Eligible  Employees is not more than 2 percentage  points,
     and  the  ADP  for  the  group  of  Eligible  Highly  Compensated
     Employees  is  not more than the ADP for the group of  all  other
     Eligible Employees multiplied by 2.

           C.   In determining whether the Plan satisfies the ADP
     test, the following rules apply:
<PAGE>   
            1.    The  ADP is the average of the "Actual  Deferral
     Ratios" calculated separately for each Eligible Employee (whether
     or  not he made any Employee Elective Contributions to the  Plan)
     in   each   specific  group  (i.e.  Eligible  Highly  Compensated
     Employees and all other Eligible Employees).

            2.    The  Actual  Deferral  Ratio  (expressed  as  a
     percentage) is determined by dividing the amount of the  Employee
     Elective  Contributions allocated to the Employee  for  the  Plan
     Year  by the Employee's "414(s) Compensation" for such Plan Year,
     rounded  to  the  nearest  1/100 of 1%.   For  purposes  of  this
     calculation, the Committee may for any Plan Year treat  Qualified
     Non-Elective Contributions made to this Plan and/or Qualified Non-
     Elective  Contributions (and/or qualified Matching Contributions)
     made  to  the DPL Inc. ESOP made on behalf of an Employee  as  an
     Employee  Elective Contribution.  For purposes of  this  Section,
     any  Excess  Deferral  distributed under  Section  3.2  shall  be
     treated as an Employee Elective Contribution.

             3.     "414(s)   Compensation"   shall   mean   "415
     Compensation"  (as  defined in Section  4.4)  plus  any  elective
     contributions  made by the Employer on behalf  of  the  Employees
     that  are  not includable in their gross income under  Code  125,
     402(a)(8),  402(h)  and  403(b).  414(s)  Compensation  of   each
     Participant  which may be taken into account for  any  Plan  Year
     shall  not exceed $200,000 (adjusted at the same time and in  the
     same  manner  as provided for under Code 415(d)).  An  Employee's
     414(s)  Compensation shall be limited to the portion of the  Plan
     Year in which the Employee was an Eligible Employee.

           4.    Plans that are aggregated for purposes  of  Code
     401(a)(4)  or  410(b) (other than the average benefit  percentage
     test),  are to be treated as a single plan for purposes  of  Code
     401(k)  and Treasury Regulation 1.401(k)-1(b).  The Employer  may
     not  combine contributions and allocations under plans which  are
     mandatorily disaggregated for purposes of Code 410(b), such as  a
     plan   described  in  Code  4975(e)(7)  or  409  (an  ESOP)  with
     contributions and allocations under a plan not described in  Code
     4975(e)(7)  or  409  (a  non-ESOP),  except  as  permitted  under
     Treasury  Regulation 1.4975-11(e), for purposes of  Code  401(k).
     Plans  may be aggregated under this Subsection C.4 only  if  they
     have  the  same  plan  year.  In addition,  plans  that  are  not
     actually  aggregated  for  a year for  purposes  of  Code  410(b)
     (other  than  the  average benefit percentage test)  may  not  be
     aggregated  for  purposes of Code 401(k) and Treasury  Regulation
     1.401(k)-1(b).

           5.   If a Highly Compensated Employee participates  in
     two  or  more plans (including the Plan) which include  qualified
     cash  or deferred arrangements, the Actual Deferral Ratio of such
     Employee shall be the sum of the ratios computed under each  cash
     or  deferred  arrangement.   If  a  Highly  Compensated  Employee
     participates  in  two or more plans (including  the  Plan)  which
     include  qualified  cash  or  deferred  arrangements  that   have
     different  plan  years, all cash or deferred arrangements  ending
     with  or  within  the same calendar year shall be  treated  as  a
     single plan.
<PAGE>
           6.    If  an individual is a Family Member of a Highly
     Compensated Employee because such Employee is either a  5-percent
     owner  or  one of the ten Highly Compensated Employees  paid  the
     greatest   414(s)  Compensation  during  the  Year,  the   family
     aggregation  rules  under  Code 414(q)(6)  shall  apply  and  the
     family  group shall be treated as one Highly Compensated Employee
     with  their  Actual Deferral Ratio determined  by  combining  the
     414(s)  Compensation and Employee Elective Contributions  of  all
     the  eligible  family members.  "Family Member"  as  used  herein
     means,  with respect to any employee, such employee's spouse  and
     lineal  ascendants or descendants and the spouses of such  lineal
     ascendants or descendants.

           7.   Employee Elective Contributions may be taken into
     account   under  this  Section  if  (a)  the  Employee   Elective
     Contribution is allocated to the Employee under the  Plan  as  of
     the  date  within  the  Plan Year and (b) the  Employee  Elective
     Contribution relates to 414(s) Compensation that would have  been
     received  by the Employee in the Plan Year but for the Employee's
     election  to  defer it.  For purposes of (a) above,  an  Employee
     Elective Contribution is considered to be allocated as of a  date
     within the Plan Year only if (x) the allocation is not contingent
     upon  the Employee's participation in the Plan or performance  of
     services  on  any  later  date  and  (y)  the  Employee  Elective
     Contribution is actually paid to the Trust no later than the  end
     of  the  12-month period immediately following the Plan  Year  to
     which  it relates.  Employee Elective Contributions that  do  not
     satisfy  these  requirements may not be  taken  into  account  in
     applying the ADP test for any Plan Year.

            8.     The   Committee  shall  maintain  records   to
     demonstrate compliance with the ADP test (including the extent to
     which  the  Plan  used  qualified non-elective  contributions  or
     qualified  Matching Contributions made to the DPL Inc.  ESOP)  to
     satisfy the applicable requirements of this Section.

           To  the  extent  not  included in  this  Section,  the
     provisions   of  Code  401(k)(3)  and  401(m)(9)   and   Treasury
     Regulations  1.401(k)-l(b) and 1.401(m)-2  are  incorporated  and
     made  a  part of the Plan as provided for in Treasury Regulations
     1.401(k)-l(b)(2)(iii).

4.3       Correcting Excess Contributions.

           In the event that the limitations set forth in Section
     4.2  are exceeded, the Committee, to the extent necessary,  shall
     adjust  the  Excess Contributions in a manner  that  will  reduce
     future  Employee Elective Contributions made on behalf of  Highly
     Compensated   Employees,   and  further,   in   the   Committee's
     discretion,  may use any correction method permitted  under  Code
     401(k)   including,   without  limitation,  distributing   Excess
     Contributions  (and income allocable thereto) no later  than  the
     15th day of the third month after the close of the Plan Year  for
     which  the  Excess Contributions are made.  In no event  may  the
     Employer  defer  distributing Excess  Contributions  (and  income
     allocable thereto) to the Highly Compensated Employee later  than
<PAGE>
     twelve months after the end of the Plan Year for which the Excess
     Contributions were made. The amount of Excess Contributions to be
     distributed or recharacterized for a Plan Year shall  be  reduced
     by  the  amount of Excess Deferrals distributed for  the  taxable
     year ending with or within the Plan Year.  The Committee may  use
     any reasonable method permitted by Treasury Regulations 1.401(k)-
     1(f)(4)(ii)  for determining the income allocable to  the  Excess
     Contributions,  provided that such method does not  violate  Code
     401(a)(4),  is  used  consistently for all affected  Participants
     and  for  all  corrective Excess Contribution distributions  made
     under  the  Plan for the Plan Year and is used by  the  Plan  for
     allocating    income   to   Participants'    accounts.     Excess
     Contributions  shall  be  distributed to the  Highly  Compensated
     Employees  on an Employee by Employee basis, first to the  Highly
     Compensated Employee with the highest Actual Deferral Ratio until
     the  ADP  test is met or until such Participant's Actual Deferral
     Ratio  is  equal to that of the Highly Compensated Employee  with
     the  next  highest  Actual  Deferral Ratio.   If  further  Excess
     Contribution distributions are required, the above process  shall
     be repeated until the Highly Compensated Employee group satisfies
     the  ADP test.  Excess Contributions shall be distributed to  the 
     Highly  Compensated Employee, first from the Plan, then from  the
     DPL Inc. ESOP.

4.4       Maximum Annual Additions Limitation.

           Notwithstanding anything contained in the Plan and the
     Trust  to  the  contrary, in no event shall the Annual  Additions
     allocated to any Participant's Trust Fund Account under the  Plan
     and any other defined contribution plan sponsored by the Employer
     (whether  or not terminated) exceed in each Limitation  Year  the
     lesser  of (i) the greater of (a) $30,000, as adjusted to reflect
     any  increases in the cost-of-living under Code 415(d) or (b) 25%
     of  the  amount determined under Code 415(b)(l)(A) in effect  for
     such  Year,  or  (ii) 25% of the Participant's "415 Compensation"
     for such Limitation Year.

          If, as a result of the allocation of forfeitures in the
     DPL  Inc.  ESOP, a reasonable error in estimating a Participant's
     Compensation,  or under other facts and circumstances  determined
     in   accordance  with  Treasury  Regulation  1.415-6(b)(6),   the
     maximum Annual Additions are exceeded for any Participant for the
     Limitation  Year, the Committee shall return any excess  Employee
     Elective Contributions (together with any earnings thereon)  made
     by  a Participant for the Plan Year to the extent that the return
     would   reduce  the  excess  Annual  Additions  amount   in   the
     Participant's account.  If after returning such contributions  to
     the Participant, an excess still exists, such excess amount shall
     be  adjusted  from  the  DPL Inc. ESOP, in  accordance  with  its
     provisions.

           For purposes of this Section, "Annual Additions" shall
    mean  the  sum  of  (i)  Employer  contributions,  (ii)  Employee
    contributions,  (iii)  forfeitures,  if  any,  and  (iv)  amounts
    allocated  to an individual medical account, as defined  in  Code
    415(1)(2),  which is part of a pension or annuity plan maintained
    by  the Employer, and amounts derived from contributions paid  or
    accrued  in  taxable years ending after December 31, 1985,  which 
    are attributable to post-retirement medical benefits allocated to
<PAGE>
    the  Trust  Fund  Account of a Key Employee, as defined  in  Code
    419A(d)(3),  under  a  welfare benefit fund,  maintained  by  the
    Employer,  as  defined in Code 419(e), which are  credited  to  a
    Participant's Trust Fund Account with respect to any Plan Year.

           For  purposes of this Section, in applying Code 414(b)
    and  (c) in the definition "Affiliated Company", the phrase "more
    than 50 percent" shall be substituted for the phrase "at least 80
    percent" each place it appears in Code 1563(a)(1).

           For purposes of this Section, "415 Compensation" shall
    mean  wages  within  the meaning of Code 3401(a)  and  all  other
    payments of compensation to an Employee by the Employer for which
    the  Employer  is  required to furnish  the  Employee  a  written
    statement under Code 6041(d) and 6051(a)(3).

4.5       Dual Plan Limitation.

           If  a Participant is also a participant in one or more
     defined benefit plans maintained by the Employer (whether or  not
     terminated), the sum of the Defined Benefit Plan Fraction and the
     Defined Contribution Plan Fraction shall not exceed one (1.0)  in
     any   Limitation   Year.   If  that  limit   is   exceeded,   the
     Participant's Annual Addition under the Plan will be  reduced  as
     provided for in Section 4.4.

           The  "Defined Benefit Plan Fraction" for any Plan Year
     is  a  fraction,  the  numerator of which  is  the  Participant's
     projected annual benefit under the Plan (determined at the  close
     of  the Plan Year) and the denominator of which is the lesser  of
     (i)  the  product of 1.25 multiplied by the dollar limitation  in
     effect  under Code 415(b)(l)(A) for such Limitation Year or  (ii)
     the  product of 1.4 multiplied by the amount which may  be  taken
     into  account  under  Code  415(b)(l)(B)  with  respect  to  such
     Participant under the Plan for such Limitation Year.

           If the Employee was a Participant as of the end of the
     first  day of the first Limitation Year beginning after  December
     31,  1986 in one or more defined benefit plans maintained by  the
     Employer  which were in existence on May 6, 1986, the denominator
     of  the Defined Benefit Plan Fraction will not be less than  1.25
     multiplied  by  the  sum  of  the  Participant's  accrued  annual
     benefits  under  the  Plan,  determined  at  the  close  of   the
     Limitation  Year  beginning before January 1, 1987,  disregarding
     any  changes in the terms and conditions of the Plan  made  after
     May 5, 1986.

           The  "Defined Contribution Plan Fraction" for any Plan
     Year  is a fraction, the numerator which is the sum of the Annual
     Additions to the Participant's account in such Plan Year and  for
     all  prior Plan Years and the denominator of which is the sum  of
     the lesser of the following amounts determined for such Plan Year
     and  for  each  prior Plan Year during which the Participant  was
     employed  by the Employer: (i) the product of 1.25 multiplied  by
     the  dollar limitation in effect under Code 415(c)(1)(A), or (ii)
     1.4  multiplied by 25% of the Participant's Compensation for such
     Plan Year.
<PAGE>
          If the Employee was a Participant in the Plan as of the
     end of the first day of the first Limitation Year beginning after
     December  31,  1986  in  one or more defined  contribution  plans
     maintained  by  the Employer which were in existence  on  May  6,
     1986,  the  numerator of the Defined Contribution  Plan  Fraction
     will  be  adjusted if the sum of such fraction  and  the  Defined
     Benefit  Fraction would otherwise exceed 1.0 under the  terms  of
     the  Plan. Under such adjustment, an amount equal to the  product
     of  (a) the excess of the sum of the fractions over 1.0 times (b)
     the  denominator of this fraction, will be permanently subtracted
     from   the  numerator  of  this  fraction.   The  adjustment   is
     calculated  using the fractions as they would be computed  as  of
     the  end of the last Limitation Year beginning before January  1,
     1987 and disregarding any changes in the terms and conditions  of
     the  Plan  made  after  May  6, 1986,  but  using  the  Code  415
     limitation  applicable to the first Limitation Year beginning  on
     or after January 1, 1987.  The Annual Addition for any Limitation
     Year beginning before January 1, 1987 shall not be recomputed  to
     treat all Employee contributions as Annual Additions.

           For  purposes of this Section, all the defined benefit
     plans  of  the  Employer (whether or not terminated)  are  to  be
     treated  as  one  defined benefit plan and  all  of  the  defined
     contribution  plans of the Employer (whether or  not  terminated)
     are  to  be  treated  as  one  defined  contribution  plan.   The
     Committee  shall have the power, in order to give effect  to  the 
     foregoing  limitations,  to  reduce or  limit  additions  to  the
     Participants  Trust Fund Accounts under the Plan,  provided  such
     reduction  and/or  limitations shall be made  in  a  uniform  and
     nondiscriminatory manner.

           The above limitations are intended to comply with  the
     provisions  of  Code 415 as amended so that the maximum  benefits
     provided  by  plans of the Employer shall not exceed the  maximum
     amount   allowable  under  Code  415  and  Treasury   Regulations
     thereunder.  In the event there are any discrepancies between the
     provision of this Section and the provisions of Code 415 and  the
     Treasury  Regulations  thereunder, such  discrepancies  shall  be
     resolved  in such a way as to give full effect to the  provisions
     of  Code  415  as if such applicable provisions were incorporated
     herein by reference.

4.6       Effect of Social Security Increases.

           No benefit will be decreased by reason of any increase
     in  the  benefit  levels payable under Title  II  of  the  Social
     Security  Act or any increase in the wage base under  such  Title
     II,  if  such increases take place after the earlier of  (i)  the 
     date  of  first receipt of such benefits or (ii) the  date  of  a
     Participant's Termination of Employment.

<PAGE>
                                  ARTICLE V
                                   
                           Distributions of Benefits

5.1       Eligibility For Benefits.

          A.   Subject to Sections 5.2 and 5.4, a Member's Vested
Amount  will  be  distributed in one lump sum  payment  as  of  a
Valuation  Date  as  soon as practicable after the  Participant's
Termination  of Employment.  In order to be eligible  to  receive
his  Vested  Amount,  the  Participant or  his  Beneficiary  must
complete  and  file  an  application for  benefits  in  the  form
required by the Committee.

             B.     Notwithstanding   the   foregoing,   upon   a
Participant's Termination of Employment, if his Vested Amount  is
$3,500  or less, and has never exceeded $3,500 at any time  prior
to  the  distribution, the Committee shall direct the Trustee  to
cause  the Participant's entire Vested Amount in the Plan  to  be
paid in full. Notwithstanding the foregoing, no distribution  may
be made under this Subsection 5.1 B. after the Participant's 65th
birthday,  or  in the case where the Participant's Vested  Amount
exceeds  (or  at  any  time prior to the  distribution  exceeded)
$3,500, unless the Participant completes and files an application
for benefits in the form required by the Committee.

5.2       Payment to Alternative Payee.

           A  Member's benefits shall be adjusted to  effect  any
Qualified  Domestic Relations Order.  If the Committee is  unable
to immediately determine whether an order is a Qualified Domestic
Relations  Order,  it  will segregate any amounts  which  may  be
payable  to  an  Alternate  Payee as if  the  order  had  been  a
Qualified  Domestic  Relation Order.  If,  within  18  months  of
receipt of the claim, the Committee determines that the order  is
a  Qualified  Domestic Relations Order, it will pay  all  amounts
held  in  such separate account (including any income, gains  and
losses  attributable to such account) as provided in such  order.
However,  if  the Committee determines that the order  is  not  a
Qualified Domestic Relations Order or if no determination may  be
made  within  that  period,  all amounts  held  in  such  account
(including income, gains and losses attributable to the  account)
shall  be recredited to the Participant.  Any further claim filed
under this Section by an Alternate Payee will apply prospectively
only.

5.3       Claims Procedure.

           The  Committee  will provide Members or  Beneficiaries
with  a written application to claim benefits in accordance  with
Section 5.1.  Any denial by the Committee of a claim for benefits
under  the  Plan  shall be provided to the applicant  in  writing
within 90 days after the application is filed with the Committee,
stating  (i)  the  reason(s) why the claim was denied,  (ii)  the
<PAGE>
provisions of the Plan upon which the denial was based,  (iii)  a
description of any material needed to complete the claim and  the
reason  such material is required and (iv) an explanation of  the
Plan's review procedure. If an applicant's claim is denied or  if
the  applicant  does not receive a notice of  denial  within  the
specified time period, the applicant shall have 60 days from  the
earlier of the (a) date of denial or (b) expiration of the 90 day
claim period to request that the Committee review the claim.  The
procedures  to appeal the denial of a claim shall be as  follows:
(1)  the  applicant shall request a review in  writing,  (2)  the
applicant  may  examine the Plan documents and (3) the  applicant
may  submit  his comments and questions in writing.  Appeals  not
timely  filed shall be barred. If an appeal request is made,  the
Committee  or a "Subcommittee" designated by the Committee  shall
then  conduct a hearing for a full and fair review of the  denied
benefits within the next 60 days. The applicant shall be given at
least ten days prior written notice of the hearing date, time and
location.   An  applicant  may  represent  himself  or  have  his
appointed representative represent him and may submit written  or
oral  evidence  and  argument in support  of  his  claim  at  the
hearing.   Recommendation of the Subcommittee shall be  furnished
for  review and approval of the Committee within 30 days  of  the
hearing.  A written decision of the review shall be made  by  the
Committee within 60 days following the hearing on the applicant's
request  for  review  (or  120 days if special  circumstances  so
warrant,  as  determined by the Committee).  Such decision  shall
include  the  specific reasons (including Plan  references)  upon
which the decision was based.  The Committee's decision shall  be
final and binding upon all parties.

           In  exercising any discretion or authority  under  the
Plan,   the  Committee  will  act  in  a  consistent   and   non-
discriminatory   manner   treating   all   persons   in   similar
circumstances in a similar manner.

5.4       Distribution Requirements.

           Notwithstanding  any provision  in  the  Plan  to  the
contrary,  all  distributions  of a Participant's  Vested  Amount
shall be subject to the following:

          A.   Distribution to a Member will begin not later than
the  60th day after the end of the Plan Year in which the  latest
of  the following events occurs: (i) his 65th birthday, (ii)  the
tenth anniversary of his participation in the Plan, or (iii)  the
Participant's Termination of Employment.

           B.    Distribution to a Beneficiary will begin as soon
as possible after a Member's death.

           C.    Notwithstanding any provision in the Plan to the
contrary,  a  Participant's  Vested Amount  must  be  distributed
pursuant to this Subsection no later than April 1 of the calendar
year following the calendar year in which the Participant attains
age 70-1/2, whether or not he has Terminated Employment. For Non-
5-percent owners who attained age 70-1/2 before January 1,  1988,
<PAGE>
such  Participant's  Vested Amount must be distributed  no  later
than the later of (i) April 1 of the calendar year following  the
calendar  year  in which the Participant attains age  70-1/2,  or
(ii) the Participant's Termination of Employment.

            D.     Amounts  attributable  to  Employee   Elective
Contributions may not be distributed before one of the  following
events occurs:

                1.   The Employee's Disability or Termination  of
                     Employment;

                2.   The Employee's attainment of age 59 1/2;

                3.    The  Employee's hardship,  subject  to  the
                      limitations of Article VI herein;

                4.    The  termination  of the  Plan  unless  the
Employer establishes or maintains a successor plan (other than an
ESOP  or a simplified employee pension as defined in Code 408(k))
(for  this  purpose,  a  "successor plan" is  any  other  defined
contribution plan maintained by the Employer provided  it  exists
at the time the Plan is terminated or within the period ending 12
months  after distribution of all assets from the Plan; provided,
however,  that  if  fewer than 2% of the Eligible  Employees  are
eligible under such other plan of the Employer at any time during
the  12  months before or the 12 months after the Plan's date  of
termination, there is no successor plan);

                5.   The date of sale or other disposition by the
Company  to  an  entity  that is not  an  Affiliated  Company  of
substantially all of the assets (at least 85% of the assets) used
in  the Company's trade or business, unless the Company continues
to  maintain  the Plan after such sale or other disposition  with
respect  to Employees who continue employment with the  purchaser
of the assets; or

                6.   The date of sale or other disposition by the
Company of its interest in a subsidiary to an entity which is not
an Affiliated Company, but only with respect to the Employees who
do not continue employment with the subsidiary.

           Subsections 5 and 6, shall not apply if the  purchaser
maintains  the Plan after any such sale.  For this  purpose,  the
purchaser  is deemed to maintain the Plan if it adopts the  Plan,
if its employees accrue benefits under the Plan or if the Plan is
merged or consolidated with, or any assets or liabilities of  the
Plan  are transferred to, a plan maintained by the purchaser.   A
purchaser is not treated as maintaining the Plan merely because a
plan  that it maintains accepts rollover contributions of amounts
distributed by the Plan.

5.5       Designation of Beneficiary.

           A  Member  may  designate a Beneficiary  to  whom  his
benefits  under  the  Plan shall be paid if  he  dies  before  he
receives all of such benefits.  Any such designation shall be  in
<PAGE>
writing  on  a  form prescribed by the Committee,  and  shall  be
effective  upon the filing of the form with the Committee  during
the  Member's lifetime.  Each Beneficiary designation form  filed
with  the  Committee shall cancel any such form previously  filed
with  the  Committee.  Any Beneficiary designation  shall  comply
with  requirements under Code 417(a)(2), that (i) the  spouse  of
the  Member consents in writing to such designation, if required;
(ii)  such  election designates a Beneficiary which  may  not  be
changed  without spousal consent (or the consent  of  the  spouse
expressly   permits  designations  by  the  Member  without   any
requirement  of further spousal consent) and (iii)  the  spouse's
consent  acknowledges  the  effect of  such  designation  and  is
witnessed  by  a  Plan  representative  or  Notary  Public.   Any
Beneficiary  designation previously made by  a  Member  shall  be
automatically  revoked upon the marriage  or  remarriage  of  the
Member.   Once a spouse consents to a Beneficiary designation  by
the Member, it may not be revoked by the spouse.  Notwithstanding
the  foregoing, the spousal consent requirements shall not  apply
under   the  conditions  or  circumstance  set  forth   in   Code
417(a)(2)(B).

           If  any Member fails to designate a Beneficiary  in  a
manner   provided  for  in  this  Section,  or  the   Beneficiary
designated  by  the Member predeceases him, such Member's  Vested
Amount shall be paid as follows:

          A.    To the Member's surviving spouse; or

          B.    If there is no surviving spouse, to the personal
                representative of the Member's estate.

5.6        Written Explanation to Recipients of Distributions.

            The   Trustee  shall  provide  the  recipient  of   a
distribution  from  the Plan with such written explanation(s)  as
are required under the Code, ERISA or the rules thereunder.

5.7        Payment of Benefits.

            The   Committee  will  provide  the  Trustee  written
direction  specifying the name of the person to receive benefits,
his  address and the amount of such payment.  Distribution  of  a
Member's  Vested  Accrued Benefit shall be made in  cash,  except
that  any Participant who retires (i) after reaching age 55  with
10  years  of employment with the Company or (ii) after  reaching
age  65  may  elect  to receive the portion of their  Trust  Fund
Account  that  is invested in the DPL Inc. Stock Fund  in  common
shares  of DPL Inc. in lieu of cash.  The Trustee shall  withhold
taxes  on  any distribution to the extent required by  law.   The
Trustee shall pay such benefits only from the Trust Fund.

           For  distributions  made after December  31,  1992,  a
Member may elect to have any Eligible Rollover Distribution  paid
directly  to  another  Eligible  Retirement  Plan,  in  a  manner
described  in  Code  401(a)(31) and the rules issued  thereunder.
<PAGE>
In  such  case, the Member shall notify the Committee in  writing
specifying   the   Eligible  Retirement  Plan   to   which   such
distribution  is to be paid. The Trustee shall directly  transfer
the  Member's Vested Amount to the specified Eligible  Retirement
Plan.   In  order to make an Eligible Rollover Distribution,  the
Member must complete and file a transfer in the form required  by
the Committee.

5.8       Payment in Case of Incapacity.

           If  the  Committee receives an order from a  court  of
competent jurisdiction that a Member (or Beneficiary) is legally,
physically  or  mentally  incapable of personally  receiving  any
payment  under the Plan, the Committee shall instruct the Trustee
to  make payment to one or more persons or institutions named  in
that  order for the maintenance or custody of the person entitled
to receive benefits.

5.9       Non-Alienation of Benefits.

           Neither the Plan nor any of the Trust assets,  or  any
interest  of  the Participants and their Beneficiaries  shall  be
subject  to the claims of creditors (whether bankruptcy creditors
or  otherwise),  conveyance, transfer,  assignment,  garnishment,
attachment, levy, encumbrance or other judicial process,  whether
relating to the Employer, any Participant or Beneficiary, and the
Committee and Trustee shall not be liable nor give any effect  to
any  such  claim, conveyance, transfer, assignment,  garnishment,
attachment,  levy,  encumbrance or other judicial  process.   Any
transfer,  assignment, conveyance or encumbrance of  an  interest
shall  be  void,  except with respect to (i) federal  income  tax
withholding; (ii) indebtedness of a Participant to the  Plan,  if
any, and (iii) Qualified Domestic Relations Orders.

5.10      In-Service Distributions.

           Subject  to any Qualified Domestic Relations Order,  a
Participant  may  withdraw  his Trust  Fund  Account  if  he  has
attained age 59-1/2 on the date of his withdrawal.  No withdrawal
will  be  allowed  which exceeds the value of  the  Participant's
Trust  Fund Account not subject to a Qualified Domestic Relations
Order.   If a Participant makes a withdrawal under this  Section,
he  will not be permitted to make Employee Elective Contributions
to  the  Plan  and  all other plans maintained  by  the  Employer
(except  health or welfare benefit plans) for 12 months following
the date of withdrawal.

                           ARTICLE VI
                                
                     Hardship Distributions

           In  the  event  of  a  serious financial  hardship,  a
Participant may apply to the Committee for withdrawal of all or a
portion  of his Employee Elective Contribution Account (excluding
any  earnings thereon credited to such account after December 31,
1988).   The amount of any hardship distribution shall not exceed
<PAGE>
the  amount  that is necessary to satisfy the Member's (including
his  spouse  and  dependents) immediate and heavy financial  need
which he is unable to eliminate out of other resources which  are
reasonably  available to him (including assets of his spouse  and
minor  children  which  are reasonably available  to  him).   The
Committee, as it deems necessary, may require the Participant  to
furnish  evidence of his immediate and heavy financial  need  and
shall  consider  all  such relevant facts  and  circumstances  in
determining  whether the Participant is eligible for  a  hardship
withdrawal.  The Committee may rely on the Participant's  written
representation  of his hardship, unless the Employer  has  actual
knowledge to the contrary, that the Participant's need cannot  be
reasonably relieved (i) through reimbursement or compensation  by
insurance  or otherwise, (ii) by liquidation of the Participant's
assets, (iii) by cessation of Employee Elective Contributions  to
the Plan, (iv) by some other distribution or nontaxable loan from
plans maintained by the Employer or by any other employer or  (v)
by  borrowing  from  commercial sources on reasonable  commercial
terms  in an amount sufficient to satisfy the need.  For purposes
of  the  preceding  sentence, a Participant's need  will  not  be
deemed to be reasonably relieved by one of the actions listed  in
(i)  through  (v)  of  this Section, if the effect  would  be  to
increase  the amount of the Participant's need.  If a Participant
makes  a  hardship withdrawal, he will not be permitted  to  make
Employee  Elective Contributions to the Plan and all other  plans
maintained  by  the  Employer (except health or  welfare  benefit
plans)  for  12  months  following the date  of  the  withdrawal.
Events  which are deemed to qualify as hardships include, without
limitation:

           A.    Expenses  for  Medical Care (described  in  Code
213(d))  previously incurred by the Participant,  his  spouse  or
"dependents"  as  defined  in Code 152,  or  necessary  for  such
persons to obtain Medical Care;

           B.    Costs  directly related to  the  purchase  of  a
Participant's primary home (excluding mortgage payments);

           C.    Payment of tuition and related educational  fees
for  the  next  12  months of post-secondary  education  for  the
Participant, his spouse, children or dependents;

           D.    Prevention  of  eviction or foreclosure  on  the
Participant's principal residence; and

           E.    Payment  of any federal, state or  local  income
taxes  or  penalties reasonably anticipated to  result  from  the
hardship distribution.

           Hardship withdrawals shall be made by the Committee on
a  consistent and non-discriminatory manner on the basis  of  all
relevant facts and circumstances, and shall not otherwise  effect
the Participant's rights under the Plan.  In order to be eligible
for  a  hardship distribution, the Participant must complete  and
<PAGE>
file a hardship distribution request in the form required by  the
Committee.   The  Committee, in its discretion,  may  expand  the
events  which  qualify as hardships hereunder as permitted  under
the Code, ERISA or the rules thereunder.

                          ARTICLE VIII
                                
       Establishment of Trust Fund And Trust Fund Accounts

7.1       Trust Fund Accounts.

           The  Trustee will establish and maintain a Trust  Fund
Account  for each Participant in the Plan.  The balance  of  each
Trust  Fund  Account will be the sum of all amounts  credited  to
that  account  less the sum of all amounts debited  against  that
account.

7.2       Investment; Funding Policy.

           The  Trustee  shall keep the Trust Funds  invested  as
provided for in the Trust Agreement. The Committee will establish
and periodically review a policy which defines the Plan's funding
needs  and policy and will notify the Trustee of such policy  and
any changes in it.

7.3       Impossibility of Diversion.

           The  Trust exists for the exclusive benefit of Members
and their Beneficiaries and for paying the reasonable expenses of
administering the Plan and Trust.  No contribution or payment  by
the  Employer to the Trustee, nor any income of the  Trust  Fund,
shall  in any event revert or be credited to or be used  for  the
benefit of the Employer, except that the Trustee shall return  to
the Employer upon written request of the Committee:

           A.   Any contributions made by the Employer because of
a  mistake in fact, provided that such contributions are returned
to  the  Employer  within  one  year  after  the  date  any  such
contribution was made;

          B.   Any contributions made for Plan years during which
the  Plan  does not initially qualify under Code 401(a), provided
that  such contributions are returned to the Employer within  one
year after the date of denial of qualification; and

           C.    Any  contributions, to  the  extent  that  their
deduction  is  disallowed  under Code  404,  provided  that  such
disallowed contributions are returned to the Employer within  one
year after the disallowance of the deduction.

          Notwithstanding the foregoing, the Trustee shall return
to each Participant, upon the written direction of the Committee,
any  contributions or part thereof described in this Section that
<PAGE>
are made to the Trust by the Employer pursuant to a Participant's
Salary  Reduction Agreement, Rollover Contributions and transfers
from other qualified retirement plans, if any.

7.4       Purchase of Insurance.

           No  contracts insuring the life of any Participant may
be purchased under the Plan.

                          ARTICLE VIII

                            Valuation

8.1       Valuation of Trust Fund.

           The  Trustee shall determine the fair market value  of
the  Trust assets and liabilities as of each Valuation Date.   In
determining  the  fair  market value of  the  Trust  assets,  the
Trustee  shall value assets held in the Trust Fund at the closing
sale  price  (i)  as  quoted  by  the  National  Association   of
Securities  Dealers, as published in a general circulation  daily
newspaper  or  (ii) on the New York Stock Exchange - Consolidated
Transactions  Tape, as of the prior business day.   Trust  assets
which are not readily tradable on an established market shall  be
valued  by  an  independent appraiser as defined  under  Treasury
Regulations prescribed under Code 170(a)(1).

8.2       Trust Fund Accounts.

           The  Trustee  shall establish and  maintain  for  each
Member  a  Trust  Fund Account including separate  records  which
reflect   amounts   attributable  to  the  following   types   of
contributions:

                       A.     Employee   Elective   Contributions
               (including Qualified Non-Elective Contributions)

                    B.   Rollover Contributions

          C.   Transfers from other Employer plans

          D.   Employer Contributions

8.3       Allocation to Trust Fund Accounts.

           After each Valuation Date, any earnings or losses (net
appreciation  or  net depreciation) of the  Trust  Fund  will  be
allocated to each Participant's Trust Fund Account:
<PAGE>
           A.    In  the  same  ratio which  the  value  of  each
Participant's Trust Fund Account (determined as of  the  date  of
the most recent allocation under this Section) bears to the value
of  all  Participants' Trust Fund Accounts (as of the same date).
Before  that  allocation  is made, any withdrawals  made  by  the
Participant  since the most recent valuation shall be  subtracted
from his Trust Fund Account.  Any Employee Elective Contributions
made  pursuant  to Section 3.1 (including Qualified  Non-Elective
Contributions), Rollover Contributions made pursuant  to  Section
3.5, transfers from other Employer plans made pursuant to Section
3.6,  and/or Employer Contributions made pursuant to Section  3.7
shall be allocated to the Participant's Trust Fund Account on the
date the Trustee receives it; or

           B.    In any other method agreed to by the Trustee and
the Committee which results in the allocation based on Trust Fund
Account  balances but which reflects the period the  amounts  are
held in the Trust Fund.

          Notwithstanding the foregoing, Participants' Trust Fund
Accounts  with  segregated investments or in segregated  accounts
shall receive only the income, gain loss or expenses attributable
to such segregated investments.

          At the end of each Quarter, the Trustee will deliver to
each Member a statement of his Trust Fund Account.
                                
                           ARTICLE IV

                   Top Heavy Plan Limitations
                                
           The  following provisions shall be effective in a Plan
Year  that  the Plan and the Trust is "Top-Heavy" as  defined  in
this Article IX.

9.1       Determination of Top-Heavy Status.

           As  of each Plan Year, the Employer shall compute  the
aggregate  amounts  allocated  to  the  accounts  of   all   "Key
Employees"  of  the Employer.  For this purpose,  the  term  "Key
Employee"   shall   mean  any  Employee,  former   Employee,   or
Beneficiary thereof who, at any time during the Plan Year or  any
of the four preceding Plan Years, is or was (i) an officer of the
Employer  having an annual Compensation in excess of 50%  of  the
dollar  limitation  then in effect under Code 415(b)(1)(A),  (ii)
one  of the ten Employees having an annual Compensation in excess
of  the  dollar limitation then in effect under Code 415(c)(1)(A)
and  owning (or considered as owning, within the meaning of  Code
318)  the  largest interests in the Employer, (iii)  a  5-percent
owner  (as  defined in Code 416(i)(1)(B)(i)), or (iv) a 1-percent
owner  (as  defined in Code 416(i)(1)(B)(ii)).  For  purposes  of
determining  percentage ownership in the foregoing sentence,  the
rules  of  Code  416(i)(1)(B) shall apply and the rules  of  Code
414(b), 414(c) and 414(m) shall not apply.
<PAGE>
           If the aggregate amounts allocated to the accounts  of
all  Key Employees exceeds sixty percent of the aggregate  amount
allocated  to  the accounts of all Participants,  then  the  Plan
shall  be deemed to be top-heavy ("Top-Heavy") for the Plan  Year
next  following  such Plan Year (and in the case of  the  initial
Plan  Year,  for the Plan Year ending with such Plan Year).   The
account  balances  attributable to  a  Participant  who  has  not
performed  an Hour of Service to the Employer at any time  during
the  five-year period ending on the determination date  shall  be
disregarded.   For  purposes of making the  above  determination,
there shall be considered each plan of the Employer in which  any
Key Employee is a participant and which is a part of the Required
Aggregation   Group.   There  shall  also   be   considered   any
distributions  (including distributions under a  terminated  plan
which  was  part of the Employer's aggregation group)  made  with
respect to any Participant within the five-year period ending  on
the determination date.  At the option of the Employer, any other
qualified plans maintained by it may be included in the group  of
Plans  for  purposes of determining the top-heavy status  of  the
Plan, provided that the group of plans would continue to meet the
requirements  of  Code 401(a)(4) and 410 with  such  plans  being
taken  into account.  If any plans of the Employer are aggregated
with  the  Plan as described in the preceding sentence, the  Plan
shall  be  deemed  to be top heavy only if the aggregate  present
value  of  accrued  benefits of Key Employees in  the  aggregated
group  of  plans  exceeds sixty percent of the aggregate  present
value  of  accrued  benefits of all employees in  the  aggregated
group of plans.  For purposes of determining the present value of
accrued benefits, the rules of Code  416(g) shall apply with  the
accrued benefit of a Participant other than a Key Employee  being
determined under (a) the method, if any, that is used for accrual
purposes  for  all plans of the Employer or (b) if  there  is  no
method  described in this paragraph (a) above, as if such benefit
accrued  not more rapidly than the slowest accrual rate permitted
under the fractional rule of Code 411(b)(1)(C).

           The determination date for purposes of calculating the
top-heavy ratio is the last day of the preceding Plan Year.   The
valuation date for purposes of calculating the top-heavy ratio is
the last day of the Plan Year.

9.2       Minimum Allocations.

           For  each Plan Year that the Plan is Top-Heavy,  there
shall be allocated to the account of each Participant who is  not
a  Key  Employee and who is employed by the Employer on the  last
day  of  the Plan Year, irrespective of whether he has  completed
1,000 Hours of Service with the Employer during the Plan Year, an
amount  not  less  than three percent of each such  Participant's
Compensation  (without taking into account  Social  Security  and
similar   contributions  and  benefits).    Notwithstanding   the
foregoing,  if  the contribution for any Plan Year  made  by  the
Employer is less than three percent of the aggregate Compensation
of  all  Participants, then the amount allocable to each  non-Key
Employee shall be such lesser percentage.  For purposes  of  this
Section,  Employee Elective Contributions made by  Key  Employees
shall  be  included  in  determining the  largest  percentage  of
contributions  (as  a  percent  of a Participant's  Compensation)
allocated to Key Employees.  The Committee may consider qualified
<PAGE>
non-elective contributions made to the DPL Inc. ESOP on behalf of
non-Key   Employees   as   satisfying   the   minimum   Top-Heavy
Contribution allocated to non-Key Employees, provided that to the
extent  such  qualified non-elective contributions are  used  for
this purpose, they shall not be used to satisfy the ADP test.  If
the  Employer maintains both a defined contribution  plan  and  a
defined  benefit  plan, with a non-Key Employee who  participates
(or  could participate) in both plans, then the Top-Heavy minimum
benefit will be provided in the defined benefit plan.

9.3       Effect on Section 415 Limitations.

           If  the Employer maintains both a defined contribution
plan   and  a  defined  benefit  plan  with  a  Participant   who
participates,  or  could participate, in  both  plans,  then  for
purposes  of  computing  the  defined contribution  fraction  and
defined  benefit  fraction described in Section 4.5,  the  dollar
limitation  of  Code  415(b)(l)(A)  and  415(c)(l)(A)  shall   be
multiplied  by 1.0 in lieu of 1.25 unless the Plan is  not  super
Top-Heavy  (as  described  in Code 416(h))  and  either  (i)  the
Participant  does  not  participate in  a  defined  benefit  plan
sponsored by the Employer or an Affiliated Employer, he  receives
an annual allocation at least equal to 4% of his Compensation for
that  Year  under  the  Plan  or (ii)  if  the  Participant  also
participates in a defined benefit plan sponsored by the  Employer
or  an  Affiliated Employer, the Employer has elected to  provide
the  minimum  defined  benefit  plan  accrual  (defined  in  Code
416(c)(1)  as  adjusted  by Code 416(h)(2)(A)(ii)(I))  under  the
Employer's defined benefit plan.

                            ARTICLE X
                                
                         Administration
                                
10.1      Plan Fiduciaries.

          The person or persons designated in Sections 10.2, 10.3
and  10.6  and the persons they designate to carry  out  or  help
carry  out their duties or responsibilities are fiduciaries under
the Plan and Trust.  Each fiduciary shall have only those powers,
duties,  responsibilities  and obligations  as  are  specifically
given  to such fiduciary under the Plan or the Trust or delegated
to  him by another fiduciary.  Each fiduciary may assume that any
direction, information or action of another fiduciary  is  proper
and need not inquire into the propriety of such action, direction
or  information.  Except as provided by law, no fiduciary will be
responsible  for the malfeasance, misfeasance or  nonfeasance  of
any  other  fiduciary.  A fiduciary may also be a Participant  in
the  Plan provided he meets the eligibility requirements.  Except
as permitted by law, no Employee or member of the Committee shall
receive any compensation from the Plan or Trust for services as a
fiduciary.  No fiduciary guarantees the Trust Fund in any  manner
against investment loss or depreciation in asset value.
<PAGE>
10.2      Company.

           The Company shall have the sole responsibility for (i)
appointing and removing the Trustee, (ii) appointing and removing
members  of  the  Committee, (iii) appointing  and  removing  any
Investment  Manager,  as  defined  in  the  Trust,  (iv)   making
contributions  provided for under Article III,  (v)  amending  or
terminating,  in  whole or in part, the Plan or the  Trust,  (vi)
approving the amount of Employer Contributions to be made to  the
Plan  and  (vii)  acting  on  a matter  referred  to  it  by  the
Committee.

10.3      Committee.

           The  Company  will  designate and name  members  of  a
Committee  and fix the number of its members from  time  to  time
which  shall have authority to administer the Plan on  behalf  of
the  Company.  Committee members shall serve at the  pleasure  of
the Company's Board of Directors.

           The  Committee shall have the full power to administer
the  Plan  and  may act for and on behalf of the Company  in  all
matters,  discretionary or otherwise, under the Plan,  and  shall
take  such  actions  as are necessary to carry  out  its  duties,
subject  to  the  requirements of ERISA, which  include,  without
limitation, the following:

          A.   To make and enforce such rules and regulations as
it  deems necessary or proper for the administration of the  Plan
or as required to comply with applicable law;

          B.    To  interpret the Plan, including supplying  any
omissions in accordance with the intent of the Plan;

          C.    To decide all questions concerning the Plan  and
the eligibility of any Employee to become a Participant;

          D.    To  determine  the  existence  and  duration  of
approved leave of absences and Disabilities;

          E.    To  compute  the  amount  of  benefits  to   be
distributed  to  any Member or Beneficiary and to  determine  the
person or persons to whom such amounts will be distributed;

          F.   To authorize or deny payment of benefits;

          G.     To   employ  accountants,  actuaries,  agents,
consultants, physicians and attorneys (who may be counsel to  the
Company) as may be needed to assist in administering the Plan;
<PAGE>
           H.    To  communicate with Employees  regarding  their
participation  and  benefits under the  Plan  and  other  matters
concerning the Plan;

           I.    To  keep  such records and submit such  filings,
elections, applications, tax returns or other documents or  forms
as may be required under the Code, ERISA or by any other law;

           J.   To delegate its powers and duties hereunder;

           K.    To  be  designated agent for  service  of  legal
process
upon the Plan;

           L.   To review bonding and insurance requirements and
agreements;

           M.    To establish and enforce the rules, regulations,
procedures concerning investment policies and investment programs
that it considers desirable;

           N.    To periodically (at least annually) receive  and
evaluate reports of Trustees and Investment Managers;

           O.    To  periodically (at least annually) review  the
performance of the Trustee and Investment Managers;

           P.   To establish any accounts required by the Plan or
Trust;

           Q.    To  report at least annually to the  Company  on
investment performance of the Trust Fund;

           R.    To establish and enforce such rules with respect
to  Participant's (and transactions directed by such  Participant
under  the Plan) who are subject to the provisions of Section  16
of the Securities Exchange Act of 1934 (the "1934 Act") as may be
necessary or desirable to enable such Participant's participation
in  the Plan (and transactions directed by such Participant under
the  Plan)  to qualify for any exemption from Section 16  of  the
1934 Act;

           S.    To  make  and  enforce such rules  as  it  deems
necessary or desirable to prevent violation of the Code, ERISA or
any other law; and

           T.    To  perform any other act or acts  necessary  or
desirable to the performance of its powers and duties hereunder.
<PAGE>
10.4      Interpretations and Adjustments.

           The  Committee shall have the discretionary  authority
under the Plan to determine the eligibility for participation and
benefits and to interpret and construe the terms of the Plan  and
Trust.  An interpretation of the Plan or the Trust and a decision
by   the  Committee  on  any  matter  within  its  authority  and
discretion, made in good faith, shall be binding on all  persons,
to  the extent permitted by law.  A misstatement or other mistake
of  fact shall be corrected when it becomes known and the  person
responsible shall make adjustments as they consider equitable and
practicable.   In the event of a conflict between the  provisions
of  the Plan, the Trust or any written action, the provisions  of
the Plan shall control.

10.5      Action of Committee.

           Any  action permitted or required to be taken  by  the
Committee  may be taken by a majority vote of its members  either
by  a  vote at a meeting or in an action in writing signed  by  a
majority of the members of the Committee without a meeting.   All
Committee  members  must be notified of the proposed  action  and
must have an opportunity to vote.  Minutes of all meetings of the
Committee shall be kept by a Secretary appointed by the Committee
members. The Committee may adopt such by-laws and regulations  as
it  deems desirable for the conduct of its affairs.  All  notices
required  or authorized to be given by the Committee must  be  in
writing  and  signed  by  a member or members  of  the  Committee
designated as having authority to execute documents on its behalf
or by persons authorized in writing to act for the Committee.

           In  administering the Plan, the Committee may, to  the
extent   permitted   by   law,  rely   on   tables,   valuations,
certificates,  opinions and reports furnished by any  accountant,
actuaries, agents, consultants, physicians and attorneys employed
by  the Committee or the Company.  In addition, the Committee may
inspect the Employer's books and records to determine any fact in
connection with acts to be performed by it under the Plan.

10.6      Trustee.

           The Trustee shall have the duties and powers set forth
in  the  Trust  Agreement executed between the Employer  and  the
Trustee.

10.7      Indemnification.

           Each  fiduciary (as defined under ERISA  3(21),  other
than a bank or trust company or an insurance company acting as  a
fiduciary) shall be indemnified by the Company (to the extent not
covered by any applicable insurance) and not from the Trust Fund,
against  liabilities, costs and expenses actually and  reasonably
incurred by them, including attorney fees, judgments, fines,  and
<PAGE>
amounts paid in settlement (other than amounts paid in settlement
which  the  Company  does not approve), in  connection  with  any
threatened, pending or completed action, suit or proceeding which
such  fiduciary  may be a party to by reason of the  exercise  or
failure  to  exercise by such fiduciary of  any  of  the  powers,
authority, responsibility or discretion provided under  the  Plan
and  the  Trust, or reasonably believed by such fiduciary  to  be
provided  thereunder, and any action taken by such  fiduciary  in
connection with the foregoing if they acted in good faith and  in
a  manner reasonably believed to be in or not opposed to the best
interest  of  the Plan.  This Section 10.7 shall not  apply  with
respect  to  any  action or proceeding if the fiduciary  (i)  had
reasonable  cause to believe that its conduct was unlawful,  (ii)
acted  with  gross negligence or with willful misconduct  in  the
performance  of  its duties or (iii) embezzled or diverted  Trust
Funds  for  its  benefit;  nor will indemnification  be  provided
hereunder  for  a fiduciary for excise taxes imposed  under  Code
4975.

                           ARTICLE XI
                                
                            Amendment
                                
           The  Committee may amend any or all provisions of  the
Plan  and or the Trust Agreement at any time, including,  without
limitation,  to  make any amendments it determines  necessary  or
desirable, with or without retroactive effect, to comply with the
Code,  ERISA, or any other law.  Except as permitted by  law,  no
amendment  may  decrease  a  Participant's  Accrued  Benefit,  or
eliminate  or reduce any benefit or eliminate an optional  method
of  distribution  with  respect to  benefits  attributable  to  a
Participant's service before the adoption of the amendment.

                           ARTICLE XII
                                
            Suspension, Discontinuance or Termination
                                
12.1           Termination or Partial Termination of the Plan.

           The Committee may terminate or partially terminate the
Plan  at  any  time.   If  the Plan is  terminated  or  partially
terminated  without termination of the Trust, the Trust  will  be
continued  until terminated by the Committee or until  all  Trust
assets have been distributed.

           In the event of liquidation of the Trust, the expenses
of  liquidating the Plan and Trust may be paid by the Trust  Fund
if not paid by the Employer.

12.2      Termination of the Trust.

           If the Plan is terminated or partially terminated, the
Trust  may  be terminated by the Committee.  The Trust  Fund  and
each  account under the Trust Fund will be valued as provided  in
Section  8.1  and  allocated as provided  in  Section  8.3.   The
Committee will determine the method and means of distribution and
<PAGE>
will  certify  that information to the Trustee.  After  receiving
that  certification  and  after making necessary  adjustments  to
reflect additional earnings, losses and liquidation expenses, the
Trustee will distribute the Trust assets promptly; provided  that
the distribution will not be made before the time the Participant
could  have  withdrawn his Employee Elective Contributions  under
Section 5.4 D.

12.3           Discontinuance of the Plan.

           The  Company expects to continue the Plan indefinitely
but  does  not  assume a contractual obligation to  do  so.   Any
suspension of Employee Elective Contributions will not constitute
a discontinuance of the Plan.  If Employee Elective Contributions
are  suspended or discontinued, the Trust will be continued until
terminated by the Committee or until all Trust assets  have  been
distributed.

                          ARTICLE XIII

                             General
                                
13.1      Severability.

           If  any provision of the Plan is held by any court  or
tribunal,  board  or  authority of competent jurisdiction  to  be
illegal, unenforceable or in conflict with the Code, ERISA or any
other  law, such invalidation shall not affect any of the  Plan's
other provisions, and the Plan shall be construed and enforced as
if such provisions had not been included.

13.2      Merger of Plans.

           No  merger  or  consolidation of  the  Plan,  with  or
transfer of assets or liabilities of the Plan to, any other  plan
or  trust  fund  established for the benefit of the  Participants
shall  occur unless the Participants in the Plan are entitled  to
receive  benefits immediately after the merger, consolidation  or
transfer  which  are equal to or greater than the  benefits  they
would  have  been  entitled  to receive  immediately  before  the
merger,  consolidation or transfer, and the plan and  trust  that
are being merged with the Plan and Trust are qualified under Code
401(a) and 501(a).

13.3      Plan Not a Contract of Employment.

           Nothing contained in the Plan shall be construed as  a
contract  of employment between the Employer and any Employee  or
as  a right of any Employee to be continued in the employment  of
the  Employer or as a limitation of the right of the Employer  to
discharge any of its Employees, with or without cause.
<PAGE>

13.4      Successor Employer.

           In the event of the dissolution, merger, consolidation
or reorganization of the Employer, provision may be made by which
the  Plan and Trust will be continued by the successor,  and,  in
such  event, such successor shall be substituted for the Employer
under   the  Plan.   The  substitution  of  the  successor  shall
constitute an assumption of Plan liabilities by the successor and
the   successor  shall  have  all  of  the  powers,  duties   and
responsibilities of the Employer under the Plan.

13.5      Expenses.

          The Company may, but shall not be obligated to, pay all
the  expenses of administering the Plan, including the  Trustee's
compensation  and  expenses,  any  investment  fees  (except  for
brokerage  fees  and  commissions) incurred  by  the  Trust,  the
Committee's  expenses  and  any other expenses  incurred  at  the
direction  of the Committee.  Any such expenses not paid  by  the
Company  shall  be paid out of the Trust Fund.   The  Trust  Fund
shall pay all brokerage fees and commissions.

13.6      Governing Law.

           The Plan and Trust will be construed, administered and
enforced in accordance to the laws of the State of Ohio,  to  the
extent  that such laws are not inconsistent with or preempted  by
ERISA.

13.7      Construction.

          If the Plan and Trust contains contradictory clauses or
if  there  appears to be a conflict between its  provisions,  the
following rules of construction will apply:

           A.   The interpretation that favors the Plan and Trust
as  a tax favored qualified employee benefit plan and permits the
deduction  of  Employer  Contributions  for  federal  income  tax
purposes  will prevail over any interpretation that might  render
the Plan and Trust taxable or prevent such deduction.

            B.     Subject  to  Subsection  A  above,  the  rules
established  under  the  laws  of  the  State  of  Ohio  for  the
construction of like instruments will apply.

13.8      Limitation of Rights.

          Neither the establishment of the Plan or Trust, nor any
amendment thereto, nor the creation of any Trust Fund Account, or
the  payment of any benefit, will be construed as giving  to  any
Participant or other person any legal or equitable right  against
the   Employer,  Committee,  Trustees,  Plan  or   Trust.    Each
Participant  expressly agrees by participation  herein,  that  he
will look solely to the assets held in his Trust Fund Account for
the  payment of any benefit to which he is entitled to under  the
Plan.
<PAGE>
13.9      Headings and Captions.

           The  heading  and  captions herein  are  provided  for
convenience of reference only and are not to be considered in the
construction of the Plan or its provisions.

13.10          Counterparts.

          The Plan may be executed in any number of counterparts,
each of which is an original; all counterparts constitute one and
the   same   instrument;  sufficiently  evidenced  by   any   one
counterpart.

13.11          Qualified Status of the Plan.

           The  Plan and the Trust are intended to qualify  as  a
qualified  employee  benefit plan under Code 401(a)  and  501(a).
The  Plan  and  the Trust Agreement may be modified  and  amended
retroactively,  if necessary, to qualify under  Code  401(a)  and
501(a).
<PAGE>


                                             Exhibit 23


We  hereby  consent  to the incorporation by  reference  in  this
Registration  Statement on Form S-8 of our report  dated  January
18,  1995, which appears on page 27 of the 1994 Annual Report  to
Shareholders  of DPL Inc., which is incorporated by reference  in
DPL Inc.'s Annual Report on Form 10-K for the year ended December
31,  1994.  We also consent to the incorporation by reference  of
our report on the Financial Statement Schedule, which appears  on
page II-2 of such Annual Report on Form 10-K.  We also consent to
the  incorporation by reference in the Registration Statement  of
our  report dated June 12, 1995 appearing on page 2 of the Annual
Report  of  the Dayton Power and Light Employee Savings  Plan  on
Form 11-K for the year ended December 31, 1994.



/s/ Price Waterhouse LLP
Price Waterhouse LLP
Dayton, Ohio
September 29, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 128836}]
{"company-data": {"conformed-name": "DPL INC", "cik": "0000787250", "assigned-sic": "4931", "irs-number": "311163136", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63105", "film-number": "95577825"}, "business-address": {"street1": "PO BOX 8825", "city": "DAYTON", "state": "OH", "zip": "45401", "phone": "5132246000"}, "mail-address": {"street1": "PO BOX 8825", "city": "DAYTON", "state": "OH", "zip": "45401"}}
As filed with the Securities and Exchange Commission on September 29, 1995
                                
                                                Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
         
         
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                
                                    DPL INC.
             (Exact name of registrant as specified in its charter)

               Ohio                                    31-1163136
     (State of Incorporation)              (IRS Employer Identification No.)
  Courthouse Plaza SW, Dayton, Ohio                       45402
(Address of principal executive office)                (Zip Code)

                        THE DAYTON POWER AND LIGHT COMPANY
                              EMPLOYEE SAVINGS PLAN
                             (Full title of the plan)
                                
         
                           Stephen F. Koziar, Jr., Esq.
                                     DPL Inc.
                               Courthouse Plaza SW
                               Dayton, Ohio 45402
                     (Name and address of agent for service)
                                 (513) 224-6000
          (Telephone number, including area code, of agent for service)
                                
         
                                  Copies to:
                           Richard J. Chernesky, Esq.
                           Chernesky, Heyman & Kress
                           1100 Courthouse Plaza SW
                              Dayton, Ohio 45402
Calculation of Registration Fee
-----------------------------------------------------------------------------   
                                   Proposed     Proposed         
       Title of      Amount to     maximum      maximum       Amount of
      securities         be        offering     aggregate    registration
        to be        registered    price per    offering         fee
      registered                   share (1)    price (1)
-----------------------------------------------------------------------------
Common Shares,      300,000           
 $.01 par value (2)     Shares       $22.6875   $6,806,250    $2,346.98
-----------------------------------------------------------------------------
(1)    Estimated solely for purposes of calculating the registration fee
   pursuant to Rule 457(c) and Rule 457(h) and based on the average of the 
   reported high and low sale prices of DPL Inc. Common Shares on the New
   York Stock Exchange on September 27, 1995.

(2)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
   this registration statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plan
   described herein.

   As permitted by Rule 429 under the Securities Act of 1933, the prospectus
   related to this Registration Statement also covers securities registered
   under Registration Statement No. 33-53970 on Form S-8.
The contents of the Registration Statement on Form S-8 File Number 33-53970,
 filed on October 30, 1992, are incorporated herein by reference.

                                 SIGNATURES

          The Registrant.     Pursuant to the requirements of the Securities
    Act of 1933, the registrant certifies that it has reasonable grounds to
    believe that it meets all of the requirements for filing on Form S-8 and
    has duly caused this registration statement to be signed on its behalf by
    the undersigned, thereunto duly authorized, in the City of Dayton, State
    of Ohio, on September 26, 1995.

                                            DPL INC.

                                            By /s/ Peter H. Forster
                                                   ---------------------- 
                                                   Peter H. Forster
                                                   Chairman, President and
                                                   Chief Executive Officer

                              POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
    appears below constitutes and appoints P.H. Forster, A.M. Hill and 
    T.M. Jenkins and each of them, his true and lawful attorneys-in-fact and
    agents, with full power of substitution and resubstitution, for him and
    in his name, place and stead, in any and all capacities (including his
    capacity as a Director and/or Officer of DPL Inc.), to sign any or all
    amendments (including post-effective amendments) to this registration
    statement, and to file the same, with all exhibits thereto, and other
    documents in connection therewith, with the Securities and Exchange
    Commission, granting unto said attorneys-in-fact and agents, and each of
    them, full power and authority to do and perform each and every act and
    thing requisite and necessary to be done in and about the premises, as
    fully to all intents and purposes as he might or could do in person,
    hereby ratifying and confirming all  that said attorneys-in-fact and
    agents or any of them, or their or his substitute or substitutes, may
    lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
    registration statement has been signed by the following persons in the
    capacities and on the dates indicated.

     Signatures                      Title                     Date

   /s/ Tom Danis                                                 
   ----------------                 Director             September 26, 1995
   (T. J. Danis)                                    
                                   
                 
   -----------------                Director            
   (J. F. Dicke, II)
Signatures                       Title                      Date
                                                    
   /s/ P. H. Forster                 
   -----------------         Chairman, Director          September 26, 1995
    (P. H. Forster)          and President (principal        
                             executive officer)

                                                    
   -----------------                Director            
      (E. Green)                                     
                    
                                
   -----------------                Director            
     (J. G. Haley)                                    
     
   /s/ A. M. Hill                                            
   -----------------            Director and CEO         September 26, 1995    
     (A. M. Hill)                                    
                                                    

   -----------------                Director            
  (W A. Hillenbrand)                                 

     
   /s/ D. R. Holmes                                          
   -----------------                Director             September 26, 1995 
    (D. R. Holmes)                                   

                          
   /s/ T. M. Jenkins                       
   -----------------           Group Vice President      September 26, 1995     
    (T. M. Jenkins)           and Treasurer (principal      
                              financial and accounting
                              officer)                  
                                                    
   /s/ B. R. Roberts
   -----------------                Director              September 26, 1995   
    (B. R. Roberts)                                   

        The Plan. Pursuant to the requirements of the Securities Act of 1933,
   The Dayton Power and Light Company Employee Savings Plan has caused this
   registration statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Dayton, State of Ohio, on
   September 26, 1995.

                                        THE DAYTON POWER AND LIGHT COMPANY
                                              EMPLOYEE SAVINGS PLAN

                                             /s/ Thomas M. Jenkins  
                                          By ---------------------------    
                                                 Thomas M. Jenkins
                                                 Member, Operating Committee
EXHIBIT INDEX
                                
          The following exhibits have been filed with the Securities and
   Exchange Commission and are incorporated herein by reference:

                                              Incorporation by Reference
                                    
4(a)     Copy of Amended of Articles          Exhibit 3 to Report on Form
         of Incorporation of DPL Inc          10-K for year ended 
         dated January 4, 1991, and           December 31, 1991
         amendment dated                      (File No. 1-9052)
         December 3, 1991...........
                                    
4(b)     Copy of Amendment dated              Exhibit 3(b) to Report on
         April 20, 1993 to DPL Inc.'s         Form 10-K for the year
         Amended Articles of                  ended December 31, 1993
         Incorporation..............          (File No. 1-9052)
        
                                    
4(c)     Copy of Code of Regulations          Exhibit D to 1986 Proxy
         of DPL Inc. dated                    Statement dated March 7, 1986
         January 6, 1986............          (File No. 1-2385)
        
                                    
4(d)     Copy of Composite Indenture          Exhibit 4(a) to Report on
         dated as of October 1, 1935,         Form 10-K for year ended
         between DP&L and Irving Trust        December 31, 1985 (File
         Company, Trustee with all            No. 1-2385)
         amendments through the
         Twenty-Ninth Supplemental
         Indenture.................. 
                                    
4(e)     Copy of the Thirtieth                Exhibit 4(h) to The Dayton
         Supplemental Indenture               Power and Light Company's
         dated as of March 1, 1982,           Registration Statement on
         between DP&L and Irving              Form S-3 (File
         Trust Company, Trustee.....          No. 33-53906)
       
                                    
4(f)     Copy of the Thirty-First             Exhibit 4(h) to The Dayton
         Supplemental Indenture               Power and Light Company's
         dated as of November 1, 1982,        Registration Statement on
         between DP&L and Irving              Form S-3 (File No. 33-56162)
         Trust Company, Trustee.....        
                                    
4(g)     Copy of the Thirty-Second            Exhibit 4(i) to The Dayton
         Supplemental Indenture               Power and Light Company's
         dated as of November 1, 1982,        Registration Statement on
         between DP&L and Irving              Form S-3 (File No. 33-56162)
         Trust Company, Trustee.....
Incorporation by Reference

                                    
4(h)     Copy of the Thirty-Third             Exhibit 4(e) to Report on
         Supplemental Indenture               Form 10-K for year ended
         dated as of December 1, 1985,        December 31, 1985
         between DP&L and Irving              (File No. 1-2385)
         Trust Company, Trustee.....
                                    
4(i)     Copy of the Thirty-                  Exhibit 4 to Report on Form
         Fourth Supplemental                  10-Q for quarter ended
         Indenture dated as of                June 30, 1986 (File
         April 1, 1986, between               No. 1-2385)
         DP&L and Irving Trust
         Company, Trustee..........
                                    
4(j)     Copy of the Thirty-                 Exhibit 4(h) to Report on
         Fifth Supplemental                  Form 10-K for year ended
         Indenture dated as of               December 31, 1986 (File
         December 1, 1986,                   No. 1-9052)
         between DP&L and Irving
         Trust Company, Trustee....
                                    
4(k)     Copy of the Thirty-                 Exhibit 4(i) to The Dayton
         Sixth Supplemental                  Power and Light Company's
         Indenture dated as of               Registration Statement on
         August 15, 1992,                    Form S-3 (File No. 33-53906)
         between DP&L and The        
         Bank of New York,
         Trustee..................
                                    
4(l)     Copy of the Thirty-                Exhibit 4(j) to The Dayton
         Seventh Supplemental               Power and Light Company's
         Indenture dated as of              Registration Statement on
         November 15, 1992,                 Form S-3 (File No. 33-56162)
         between the Company and     
         The Bank of New York,
         Trustee..................
                                    
4(m)     Copy of the Thirty-                Exhibit 4(k) to The Dayton
         Eighth Supplemental                Power and Light Company's
         Indenture dated as of              Registration Statement on
         November 15, 1992,                 Form S-3 (File No. 33-56162)
         between the Company and   
         The Bank of New York,
         Trustee..................
                                    
4(n)     Copy of the Thirty-               Exhibit 4(k) to The Dayton
         Ninth Supplemental                Power and Light Company's
         Indenture dated as of             Registration Statement on
         January 15, 1993,                 Form S-3 (File No. 33-57928)
         between the Company and           
         The Bank of New York,
         Trustee.................
Incorporation by Reference

4(o)     Copy of the Fortieth              Exhibit 4(m) to Report on
         Supplemental Indenture            Form 10-K for the year
         dated as of                       ended December 31, 1992
         February 15, 1993,                (File No. 1-2385)
         between the Company and
         The Bank of New York,
         Trustee.................
                                    
4(p)     Copy of the Indenture             Exhibit 4 to Report on Form
         dated as of August 1, 1986,       10-Q for quarter ended
         between DP&L and Morgan           September 30, 1986 
         Guaranty Trust Company            (File No. 1-2385)
         of New York,Trustee......
                                    
4(q)     Copy of the Credit                Exhibit 4(k) to DPL Inc.'s
         Agreement dated as of             Registration Statement on
         November 2, 1989,                 Form S-3 (File No. 33-32348)
         between DPL Inc., The      
         Bank of New York, as
         agent, and the Banks
         named therein...........
                                     
4(r)     Copy of Rights                    Exhibit 4 to Report on Form
         Agreement dated as of             8-K dated December 3, 1991
         December 3, 1991,                 (File No. 1-9052)
         between DPL Inc. and
         The First National Bank
         of Boston, as rights
         agent...................
                                    
4(s)     Copy of Certificate of            Exhibit to Amendment No. 1
         Adjustment dated                  to DPL Inc.'s Registration
         August 20, 1992,                  Statement on Form 8-A dated
         pursuant to Rights                December 3, 1991
         Agreement..............           (File No. 1-9052)
                                                 
4(t)     Form of The Dayton                Exhibit 4(b) to The Dayton
         Power and Light Company           Power and Light Company
         Employee Savings Trust,           Employee Savings Plan on
         revised and restated              Form S-8 dated October 30, 1992
         November 1, 1992.......           (File No. 33-53970)
                                    
5(a)     Pursuant to Item 8(a)       
         of Form S-8, an opinion
         as to the legality of
         the DPL Inc. Common
         Shares offered under
         The Dayton Power and
         Light Company Employee
         Savings Plan (the
         "Plan") is not required
         as such securities are
         not original issuance
         securities.
Incorporation by Reference

5(b)     The registrant has          
         submitted the Plan to
         the IRS which has
         issued a determination
         that the Plan is
         qualified under Section
         401 of the Internal
         Revenue Code.
                                    
  The following exhibits are filed herewith:
                                                        Page
                                                  
4(a)     Form of the Dayton                       
         Power and Light Company
         Employee Savings Plan,
         revised and restated
         through August 15,
         1995.
                                    
23       Consent of Price            
         Waterhouse
                                    
24       Power of Attorney set       
         forth on signature page
         of registration statement.
Exhibit 4(a)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                      THE DAYTON POWER AND LIGHT COMPANY
                            EMPLOYEE SAVINGS PLAN

                    (Revised and Restated August 15, 1995)
TABLE OF CONTENTS

ARTICLE I                                                       1
     Definitions and Construction                               1
          1.1  Construction of Plan and Trust                   1
          1.2  Accrued Benefit                                  1
          1.3  Affiliated Company                               1
          1.4  Alternate Payee                                  2
          1.5  Beneficiary.                                     2
          1.6  Code                                             2
          1.7  Committee                                        2
          1.8  Compensation                                     2
          1.9  Covered Employee                                 3
          1.10 Disability                                       3
          1.11 DPL Inc. ESOP                                    3
          1.12 DPL Inc. Stock Fund                              3
          1.13 Effective Date                                   3
          1.14 Elective Deferral                                3
          1.15 Elective Incentive Compensation                  3
          1.16 Eligible Employee                                4
          1.17 Eligible Retirement Plan                         4
          1.18 Eligible Rollover Distribution                   4
          1.19 Employee                                         4
          1.20 Employee Elective Contribution                   4
          1.21 Employer                                         4
          1.22 Employment Date                                  4
          1.23 Entry Date                                       4
          1.24 ERISA                                            5
          1.25 Excess Contributions                             5
          1.26 Full-Time Employee                               5
          1.27 Highly Compensated Employee                      5
          1.28 Hour of Service                                  6
          1.29 Incentive Compensation                           7
          1.30 Labor Regulations                                7
          1.31 Leased Employee                                  7
          1.32 Limitation Year                                  8
          1.33 Matching Contribution                            8
          1.34 Member                                           8
          1.35 Named Fiduciary                                  8
          1.36 Participant                                      8
          1.37 Permissive Aggregation Group                     8
          1.38 Plan                                             8
          1.39 Plan Administrator                               8
TABLE OF CONTENTS (Cont'd.)

          1.40 Plan Year                                        9
          1.41 Qualified Domestic Relations Order               9
          1.42 Quarter                                          9
          1.43 Required Aggregation Group                       9
          1.44 Rollover Contribution                            9
          1.45 Salary Reduction Agreement                       9
          1.46 Termination of Employment                        9
          1.47 Treasury Regulations                            10
          1.48 Trust                                           10
          1.49 Trustee                                         10
          1.50 Trust Fund                                      10
          1.51 Trust Fund Account                              10
          1.52 Valuation Date                                  10
          1.53 Vested Amount                                   10
          1.54 Year                                            10

ARTICLE II                                                     10
     Eligibility and Participation                             10
          2.1  Eligibility and Participation                   10
          2.2  Suspension of Participation                     11
          2.3  Eligibility for Re-Participation                11

ARTICLE III                                                    11
     Contributions                                             11
          3.1  Employee Elective Contributions                 11
          3.2  Limitation on Employee Elective Contributions   12
          3.3  Time and Manner of Payment of Employee
               Elective Contributions                          12
          3.4  Voluntary Employee Contributions and 
               After-Tax Contributions                         12
          3.5  Rollover Contributions                          13
          3.6  Transfers from other Employer Plans             13

ARTICLE IV                                                     13
     Limitations On Contributions and Allocations              13
          4.1  Limitations on Contributions and Allocations    13
          4.2  Percentage Limitation on Employee Elective
               Contribution                                    13
          4.3  Correcting Excess Contributions                 16
          4.4  Maximum Annual Additions Limitation             17
          4.5  Dual Plan Limitation                            18
          4.6  Effect of Social Security Increases             19
TABLE OF CONTENTS (Cont'd.)

ARTICLE V                                                      19
     Distributions of Benefits                                 19
          5.1  Eligibility For Benefits                        19
          5.2  Payment to Alternative Payee                    20
          5.3  Claims Procedure                                20
          5.4  Distribution Requirements                       21
          5.5  Designation of Beneficiary                      22
          5.6  Written Explanation to Recipients of
               Distributions                                   23
          5.7  Payment of Benefits                             23
          5.8  Payment in Case of Incapacity                   24
          5.9  Non-Alienation of Benefits                      24
          5.10 In-Service Distributions                        24

ARTICLE VI                                                     25
     Hardship Distributions                                    25

ARTICLE VII                                                    26
     Establishment of Trust Fund And Trust Fund Accounts       26
          7.1  Trust Fund Accounts                             26
          7.2  Investment; Funding Policy                      26
          7.3  Impossibility of Diversion                      26
          7.4  Purchase of Insurance                           27

ARTICLE VIII                                                   27
     Valuation                                                 27
          8.1  Valuation of Trust Fund                         27
          8.2  Trust Fund Accounts.                            27
          8.3  Allocation to Trust Fund Accounts               28

ARTICLE IX                                                     28
     Top Heavy Plan Limitations                                28
          9.1  Determination of Top-Heavy Status               28
          9.2  Minimum Allocations                             29
          9.3  Effect on Section 415 Limitations               30

ARTICLE X                                                      30
     Administration                                            30
          10.1 Plan Fiduciaries                                30
          10.2 Company                                         31
          10.3 Committee.                                      31
          10.4 Interpretations and Adjustments                 33
          10.5 Action of Committee                             33
          10.6 Trustee                                         33
          10.7 Indemnification                                 34
TABLE OF CONTENTS (Cont'd.)

ARTICLE XI                                                      34
     Amendment                                                  34

ARTICLE XII                                                     34
     Suspension, Discontinuance or Termination                  34
          12.1  Termination or Partial Termination of the
                Plan 34
          12.2  Termination of the Trust                        35
          12.3  Discontinuance of the Plan                      35
          
ARTICLE XIII                                                    35
     General                                                    35
          13.1  Severability                                    35
          13.2  Merger of Plans                                 35
          13.3  Plan Not a Contract of Employment               36
          13.4  Successor Employer                              36
          13.5  Expenses                                        36
          13.6  Governing Law                                   36
          13.7  Construction                                    36
          13.8  Limitation of Rights                            37
          13.9  Headings and Captions                           37
          13.10 Counterparts                                    37
          13.11 Qualified Status of the Plan                    37
THE DAYTON POWER AND LIGHT COMPANY

                          EMPLOYEE SAVINGS PLAN

        This Declaration of Plan is entered into as of October 8,  1992, 
  by  The  Dayton  Power  and  Light  Company,  an  Ohio corporation (the
  "Company").

                                Recitals

           A.    The  Company heretofore established  The  Dayton Power  and
  Light  Company  Employee Savings  Plan  (the  "Plan") effective January 1,
  1985, as a profit sharing plan under Section 401(a)  of the Code, which
  includes a qualified cash or deferred arrangement as defined under Section
  401(k) of the Code, designed to enable Eligible Employees of the Company
  to elect to have a portion of their Compensation contributed to the Plan
  on  a  tax-deferred basis.

           B.    The Company desires to modify, amend and restate the Plan
  and its related trust in its entirety effective November 1, 1992, unless
  otherwise provided for herein.

             NOW, THEREFORE, it is hereby declared as follows:

                                 ARTICLE I

                        Definitions and Construction
                                
1.1       Construction of Plan and Trust.

           Where the following words and phrases appear in the Plan, they
  shall have the following meanings, unless the context otherwise clearly
  indicates.  Wherever used herein, the masculine gender includes the
  feminine gender and the singular includes the plural.

1.2       Accrued Benefit.

          The balance of a Member's Trust Fund Account.

1.3       Affiliated Company.

           Any corporation or unincorporated trade or business under
  common control with the Company within the meaning of Code 401(d), 414(b)
  and  414(c), and any member of an affiliated service group (as
  defined in Code 414(m)) which includes the Company, but, in each case,
only during the periods during which any such corporation, unincorporated
  trade or business or affiliated service group satisfies the above mentioned
  control or affiliation tests.

1.4       Alternate Payee.

           Any spouse, former spouse, child or other dependent of a 
  Participant  who  is  recognized under  a  Qualified  Domestic Relations
  Order as having a right to receive all or a portion  of the benefits
  payable to such Participant under the Plan.

1.5       Beneficiary.

           A person or persons (natural or otherwise), other than an 
  Alternate Payee, designated by a Participant to  receive  his death
  benefits payable under the Plan.

1.6       Code.

           The  Internal  Revenue Code of 1986, as  such  may  be amended
  from time to time.

1.7       Committee.

           The Committee referred to in Section 10.3.

1.8       Compensation.

           The amount paid to an Employee by the Employer for services
  performed during each Plan Year.  The term Compensation shall exclude
  deferred compensation (except for contributions made through a salary
  reduction agreement to a Plan described in Code 401(k), 402(a)(8) or
  402(h), a cafeteria plan described in Code 125 or a tax-deferred annuity
  under Code 403(b)), Incentive Compensation and any non-cash payments.
  Compensation of each Participant which may be taken into account for any
  Plan Year shall not exceed $200,000.  Compensation for any Plan Year shall
  be determined as of the last day of the Plan Year.  In determining a
  Participant's Compensation who is a 5-percent owner or one of the 10 Highly
  Compensated Employees (as those terms are defined in Code 414(q)), the
  limitations imposed under Code 414(q)(6) shall apply, except that the term
  "family"  as  used therein, shall include only the Participant's spouse and
  any of his lineal descendants who are under the age of 19 before the Plan
  Year end.  If any of the 5 percent owners or 10 Highly Compensated
  Employees aggregate compensation exceeds $200,000, the compensation
  considered for each family member shall be prorated among the affected
  family members in proportion to each such family member's Compensation
  prior to the application of the $200,000 limitation such that the total
  compensation equals $200,000.  The $200,000 amount referred to in this
  Section shall increase at the same time and in the same manner as increases
  under Code 415(d) become effective.
In addition to other applicable limitations set forth in the Plan,
  and notwithstanding any other provision of the Plan to the contrary, for
  Plan Years beginning on or after January 1, 1994, the annual compensation
  of each employee taken into account under the Plan shall not exceed the
  OBRA `93 annual compensation limit.  The OBRA `93 annual compensation limit
  is $150,000, as adjusted by the Commissioner for increases in the cost of
  living in accordance with Section 401(a)(17)(B) of the Internal Revenue
  Code.  The cost-of-living adjustment in effect for a calendar year applies
  to any period, not exceeding 12 months, over which compensation is
  determined (determination period) beginning in such  calendar year.  If a
  determination period consists of fewer than 12 months, the OBRA `93 annual
  compensation limit will be multiplied by a fraction, the numerator of which
  is the number of months in the determination period, and the denominator of
  which is 12.

           For Plan Years beginning on or after January 1, 1994, any
  reference in this Plan to the limitation under Section 401(a)(17) of the
  Code shall mean the OBRA `93 annual compensation limit set forth in this
  provision. 

           If compensation for any prior determination period is taken into
  account in determining an employee's benefits accruing in the current Plan
  Year, the compensation for that prior determination period is subject to
  the OBRA `93 annual compensation limit in effect for that prior
  determination period. For this purpose, for determination periods beginning
  before the first day of the first Plan Year beginning on or after January 1,
  1994, the OBRA `93 annual compensation limit is $150,000.

1.9       Covered Employee.

           All Employees except for Employees (i) who are included in a unit
   of Employees covered by a collective bargaining agreement between Employee
   representatives and the Employer under which retirement benefits were the
   subject of good faith bargaining between the parties, unless the
   collective bargaining agreement provides for participation in the Plan or
   (ii) who are Leased Employees, except for any Leased Employees who are
   treated as an Employee of the Company under Code 414(n) or 414(o).

1.10      Disability.

           A Participant is considered disabled hereunder if he qualifies for
   benefits under the Employer's long term disability program.

1.11      DPL Inc. ESOP.

           The DPL Inc. Employee Stock Ownership Plan, as it may be amended
   from time to time.
1.12      DPL Inc. Stock Fund.

           An investment fund which the Trustee invests exclusively in the
    common shares of DPL Inc.

1.13      Effective Date.

           The date the Plan (and any of its predecessors) first was
    effective.

1.14      Elective Deferral.

           Any Employer contribution made to the Plan at the election of the
    Participant pursuant to a Salary Reduction Agreement or other deferral
    mechanism, in lieu of paying such amount to the Participant in cash, or
    some other taxable benefit, that is not (but would be but for the
    Participant's election) currently available to the Participant on the
    date of the election.

1.15      Elective Incentive Compensation.

           The portion of an Employee's Incentive Compensation which the
    Employee may elect to receive in cash or defer in accordance with Section
    3.1 A.(ii).

1.16      Eligible Employee.

           Except as provided in Section 3.3 (in the case of a reemployed
    former Participant), each Employee who (a) is employed as a Full-Time
    Employee; (b) is not a cooperative student (unless such cooperative
    student completed 1,000 or more Hours of Service in the prior Eligibility
    Year); and (c) is a Covered Employee.

1.17      Eligible Retirement Plan.

           An employees' trust described in Code 401(a) which is exempt from
    tax under Code 501(a), and any plan described in Code 408(a), 408(b) and
    403(a).

1.18      Eligible Rollover Distribution.

           Any distribution to a Member of all or any portion of his Accrued
    Benefit, except for a distribution which is (i) one of a series of
    substantially equal periodic payments (not less frequently than annually)
    made (a) for the life (or life expectancy) of the Participant or the
    joint lives (or joint life expectancies) of the Participant and his
    designated Beneficiary, or (b) for a specified period of 10 years or
    more, or (ii) required under Code 401(a)(9).
1.19      Employee.

           Any person employed by and receiving Compensation from
    the Employer.

1.20      Employee Elective Contribution.

           The  Elective Deferral contributions made to the  Plan
    under Section 3.1.

1.21      Employer.

          The Company, DPL Inc., and any Affiliated Company which
    adopts the Plan.

   1.21.1       Employer Contributions.

                Contributions  by  the  Employer  to  the  Trust  Fund
          pursuant to Section 3.7.

   1.21.2       Employer Contribution Account.

                The portion of a Member's Trust Fund Account which
          is credited with Employer Contributions contributed on his
          behalf.

1.22      Employment Date.

          The date an Employee is credited with his first Hour of
    Service with the Employer following either initial employment  or
    reemployment.

1.23      Entry Date.

          The Entry Date for a new Eligible Employee is the first
     day of the first calendar month following the first full calendar
     month  of employment if the Eligible Employee completed 160 Hours
     of  Service  during such first full calendar month of employment;
     thereafter  the  Entry  Date  for an Eligible  Employee  will  be
     January 1 or (effective upon the date of this amendment)  July  1
     of  each  Plan  Year,  or  more often in the  discretion  of  the
     Committee.

1.24      ERISA.

           The  Employee Retirement Security Act of 1974, as such
     may be amended from time to time.

1.25      Excess Contributions.

          The excess of the aggregate amount of Employee Elective
     Contributions  actually  made  on behalf  of  Highly  Compensated
     Employees  for  such Plan Year, over the maximum amount  of  such
contributions permitted under Section 4.2 (determined by reducing
     contributions made on behalf of Highly Compensated  Employees  in
     order  of  their Actual Deferral Ratios (as described in  Section
     4.2 C.1.) beginning with the highest of such ratios).

1.26      Full-Time Employee.

           Each  Employee who completes 1,000 or  more  Hours  of
     Service per Eligibility Year.  "Eligibility Year" means the first
     year  computed  beginning with the date employment commences  and
     ending on the anniversary thereof.  Thereafter, Eligibility  Year
     means  the  Plan Year, beginning with the Plan Year in which  the
     first anniversary of an Employee's employment occurs.

1.27      Highly Compensated Employee.

           A.    Each  Employee  who  during  the  Plan  Year  or
     preceding Year:  (i) was a 5-percent owner (as defined under Code
     414(q));  (ii) received Compensation from the Employer in  excess
     of  $75,000;  (iii) received Compensation from  the  Employer  in
     excess  of  $50,000  and was in the "top-paid group"  as  defined
     below;  or  (iv)  was,  at  any time,  an  officer  who  received
     Compensation   greater  than  50%  of  the  amount   under   Code
     415(b)(1)(A)  in  effect for the Limitation  Year.   The  amounts
     specified  in  this Subsection (ii), (iii) and (iv)  above  shall
     increase  at  the same time and in the same manner  as  increases
     under Code 415(d) become effective.

            B.    The  following  special  rules  apply  to  this
     definition:

                (i)        Any  Employee who did not satisfy  the
     requirements  of Subsection A (ii), and (iii) or (iv)  above  for
     the  preceding  Plan  Year  will not be  deemed  to  satisfy  the
     requirements  of Subsection A (ii), (iii) or (iv) above  for  the
     current  Plan  Year  unless he was among  the  highest  100  paid
     Employees for the current Year;

                (ii)       For  purposes  of Subsection  A  (iii)
     above, "top-paid group" means the top 20% of the Employees  based
     on  Compensation  received during the Year.  In  determining  the
     number  of  Employees to be included in the top-paid  group,  the
     following Employees are excluded:

                    (a)   Employees  who have  not  completed  6
     months of employment;

                    (b)  Employees who normally work less than 17-
     1/2 hours per week;

                    (c)  Employees who have not attained age 21;
(d)   Employees  who are  represented  by  a
     collective bargaining representative; or

                    (e)  Non-resident aliens.

             (iii)     No more than 50 officers, or, if  less,
     the  greater  of  (a)  3  or (b) 10% of  the  largest  number  of
     Employees  employed at any time during the Year  will  be  Highly
     Compensated  Employees under Subsection  A  (iv)  above.   If  no
     officer  satisfies the requirements of Subsection A  (iv)  above,
     the highest paid officer will be a Highly Compensated Employee.

              (iv)      If any individual is a Family Member of
     (a) a 5-percent owner or (b) one of the 10 highest paid Employees
     who  is also considered a Highly Compensated Employee, then  such
     Family   Member   will  not  be  considered  an  Employee.    Any
     Compensation  or benefits paid to the Family Member  who  is  not
     considered an Employee because of the preceding sentence will  be
     considered paid to the related Highly Compensated Employee.   For
     purposes  of  this  Subsection (iv),  "Family  Member"  means  an
     Employee's  spouse  and the lineal ascendants or  descendants  of
     both the Employee and such Employee's spouse.

          C.   Highly Compensated Employee shall also include any
     former  Employee  who separated from service prior  to  the  Plan
     Year,  performed  no services for the Employer  during  the  Plan
     Year,  and was a Highly Compensated Employee either (i)  for  his
     separation year or (ii) during any Plan Year ending on  or  after
     his  55th  birthday.   If  such former  Employee  separated  from 
     service  before  January  1, 1987, he  is  a  Highly  Compensated
     Employee   only  if  he  was  a  5-percent  owner,  or   received
     Compensation  in  excess of $50,000 during (1) the  Year  of  his
     separation  of  service  (or the Year preceding  such  separation
     Year)  or (2) any Year ending on or after such individual's  55th
     birthday  (or the last Year ending before such individual's  55th
     birthday).

1.28      Hour of Service.

           An  hour,  determined  under the Employer's  customary
     personnel practices: (a) which is compensable for the performance
     of  duties, provided, however, that each hour will be credited to 
     the  Year  when the duties are performed, and an hour paid  at  a
     premium rate will be counted only as a single hour; (b) for which
     no  duties are performed (whether or not the Employee remains  an
     Employee)   due   to   vacation,  holiday,  illness,   incapacity
     (including disability), jury duty, or approved leave of  absence,
     provided,  however,  that Hours of Service  credited  under  this
     subpart (b) shall in no event exceed a maximum of eight hours per
     business day, 40 hours per week or 501 hours (except in the  case
     of  U.S.  military service) for any continuous period of  absence
     whether or not it occurs in a single computation period;  or  (c)
     which  is  not credited under subparts (a) or (b) but  for  which
     back  pay  is  payable, provided that these  hours  will  not  be
     reduced  for  any  interim  earnings opportunities  and  will  be
     credited  for  the Years when the pay was lost rather  than  when
     payment  was made.  However, no Hours of Service will be credited
for  payment  under  a  plan maintained  solely  to  comply  with
     applicable  workers' compensation, unemployment  compensation  or
     disability insurance laws, or for a payment which only reimburses
     an Employee for his medical or medically-related expenses.  Hours
     will  be credited to the Year in which the absence occurs  unless 
     the  absence extends beyond one year.  If it does, the hours will
     be  allocated  between not more than the first  two  Years  on  a
     reasonable  basis consistently applied for all Employees  in  the
     same reasonably defined job classification.

           In  applying  these rules, no more than  one  Hour  of
     Service will be credited for any hour of an Employee's employment
     or  absence from employment.  To the extent not included in  this
     definition,  the  rules  in  Paragraphs  (b)  and  (c)  of  Labor
     Regulation 2530.200b-2 (relating to the calculation of  Hours  of
     Service  when no duties are performed and to crediting  Hours  of
     Service  in  computation periods) are made part of  the  Plan  as
     provided by Labor Regulation 2530-200b-2(f).

1.29      Incentive Compensation.

           Employee compensation derived from the DP&L Management
     Achievement Recognition Program, or any successor program thereto
    designated  as such by the Committee, in effect at the  beginning
    of the Plan Year.

1.30      Labor Regulations.

          Department of Labor Regulations issued under ERISA.

1.31      Leased Employee.

           Any person who is not an Employee of the Employer  who
     performs services for the Employer (the "Recipient") pursuant  to
     an  agreement  between the Recipient and any other entity,  on  a
     substantially full-time basis for a period of at least one  year,
     if  such services are of the type historically performed  in  the
     business  field  of the Recipient by Employees.   Notwithstanding
     the  foregoing, if such Leased Employees (i) constitute less than
     20% of the Recipient's non-highly compensated work force and (ii)
     are covered by a money purchase pension plan providing (a) a non-
     integrated employer contribution rate for each participant of  at
     least  10% of compensation (including amounts which are  excluded 
     from  the  participant's gross income under Code 125,  402(a)(8),
     402(h)  or 403(b)); (b) for full and immediate vesting;  and  (c)
     for  immediate  participation, then such  persons  shall  not  be
     Leased Employees.

1.32      Limitation Year.

           The calendar year, unless the Employer designates some
     other  twelve  (12)  consecutive  month  period  for  purpose  of
     determining the maximum benefit limitation under Code 415.
1.33      Matching Contribution.

           An Employer Contribution made to the DPL Inc. ESOP  on
     account of Employee Elective Contributions made to the Plan.

1.34      Member.

           A  Participant, a deferred vested Participant  with  a
     retained  interest in the Plan, or a former Participant  who  has
     elected not to participate, but not an Alternate Payee.

1.35      Named Fiduciary.

           A  fiduciary  under  the Plan  (as  defined  in  ERISA
     402(a)(2)).

1.35.1         Non-Elective Contributions.

            Employer  Contributions  with  respect  to  which  an
     Eligible Employee may not elect to have the contributions paid to
     him   in  cash  or  other  taxable  benefits  in  lieu  of  being
     contributed to the Plan.

1.36      Participant.

           An Eligible Employee who has elected to contribute  to
     the Plan as provided in Section 2.1 or who has an interest in the
     Plan.

1.37      Permissive Aggregation Group.

           The Required Aggregation Group of plans plus any other
     plan  or plans of the Employer which, when considered as a  group
     with   the   Required  Aggregation  Group,  would   satisfy   the
     requirements of Code 401(a)(4) and 410.

1.38      Plan.

           The  Dayton  Power and Light Company Employee  Savings
     Plan, as it may be amended from time to time.

1.39      Plan Administrator.

           The Committee.

1.40      Plan Year.

           The Employer's accounting year.
1.41      Qualified Domestic Relations Order.

           Any  judgment, decree or order (including an  approved
     property  settlement  agreement)  which:  (i)  relates   to   the
     provision of child support, alimony payments or marital  property
     rights to a spouse, former spouse, child or other dependent of  a
     Participant; (ii) is made pursuant to a state domestic  relations
     law (including community property law); (iii) creates, recognizes
     or  assigns to an Alternate Payee or Payees the right to  receive
     all or a part of a Participant's Accrued Benefits; and (iv) meets
     the requirements set forth in Code 414(p).

1.41.1         Qualified Non-Elective Contribution.

           Non-Elective Contributions which the Employer elects to
     treat  as  a  Qualified Non-Elective Contribution (as defined  in
     Treasury    Regulation   1.401(k)-1(g)(13)(ii)   and    1.401(k)-
     1(b)(5)),   which   are  nonforfeitable  and   subject   to   the
     distribution   requirements  applicable  to   Employee   Elective 
     Contributions.

1.42      Quarter.

          The three month period ending on the last day of March,
     June, September or December.

1.43      Required Aggregation Group.

           The Plan and any other qualified plans of the Employer
     in  which at least one Key Employee as defined under Code 416(i),
     participates or participated at any time during the determination
     period  (regardless of whether any such plan has terminated),  or
     the  Plan  or  any  other qualified plans of the  Employer  which
     enables  the  Plan to meet the requirements of Code 401(a)(4)  or
     410.

1.44      Rollover Contribution.

           Any  contribution to the Plan by a Participant  of  an
     amount defined under Code 402(c), 403(a)(4) or 408(d)(3).

1.45      Salary Reduction Agreement.

           A  written  election by a Participant authorizing  the
     Employer to reduce a specified percentage of his Compensation (or
     to  forgo an increase in his Compensation) and contribute  it  to
     the  Plan, rather than being paid to him in the form of  cash  or
     some other taxable benefit.
1.45.1         Settlement Date.

                The  date  (including any extensions) upon  which  the
          Employer  is required to file its federal income tax  return  for
          the preceding year.

1.46       Termination of Employment.

           The  date  an  Employee resigns, is discharged,  dies,
     retires, is disabled, or otherwise terminates employment with the
     Employer for any reason.

1.47      Treasury Regulations.

           Department  of Treasury Regulations issued  under  the
     Code.

1.48      Trust.

           The  Dayton  Power and Light Company Employee  Savings
     Trust   entered  into  between  the  Company  and   the   Trustee
     established  for  the purpose of funding the benefits  under  the
     Plan.

1.49      Trustee.

            The  person  or  persons  appointed  as  Trustee,  or
     Successor  Trustee or Trustees, of the Trust pursuant to  Section
     10.6.

1.50      Trust Fund.

           All  plan assets held by the Trustee pursuant  to  the
     terms of the Trust.

1.51      Trust Fund Account.

           The  account established for each Member under Section 8.2.

1.52      Valuation Date.

           Each business day of the Plan Year.

1.53      Vested Amount.

           One hundred percent of a Participant's Accrued Benefit
     attributable  to  Employee  Elective Contributions  and  Employer
     Contributions.

1.54      Year.

           A consecutive 365 (or, where appropriate, 366) day period.
ARTICLE II
                                
                         Eligibility and Participation

2.1       Eligibility and Participation.

           Unless he elects not to participate in the Plan,  each
     Eligible Employee will be treated as a Participant in the Plan on
     his Entry Date.  The Committee will notify each Eligible Employee
     at  least  30  days  before the Employee's Entry  Date  and  will
     provide  him  with  a Salary Reduction Agreement  and  investment
     election  form.  By  accepting participation in  the  Plan,  each
     Eligible  Employee agrees to be bound by the terms and conditions
     of  the  Plan  and must deliver to the Committee all  information
     required by the Committee.

2.2       Suspension of Participation.

           Subject to the Participant's interest in his Trust Fund
     Account, if any, a Participant shall cease to be a Participant in
     the  Plan (i) on his Termination of Employment, (ii) on the  date
     upon which he no longer is an Eligible Employee or (iii) for  the
     period in which he elects not to participate in the Plan.

2.3       Eligibility for Re-Participation.

           If  the Employer rehires a former Participant, he will
     become a Participant in the Plan, on the date he is credited with
     an Hour of Service after his reemployment if he is then a Covered
     Employee  and if he files a Salary Reduction Agreement  with  the
     Committee.
  
                                ARTICLE III
                                
                               Contributions

3.1       Employee Elective Contributions.

           A.    Each  Participant  may  make  Employee  Elective
     Contributions by entering into a Salary Reduction Agreement  with
     the  Employer,  effective as to future Compensation,  on  a  form
     provided by the Committee.  The Salary Reduction Agreement  shall
     be applicable to all payroll periods during which the election is
     in effect and shall not exceed the following:

                (i)       Unless the Committee otherwise directs,
     a  Participant may make an Employee Elective Contribution to  the
     Plan of (a) up to 25% (in whole percentages) of his Compensation,
     or  (b)  a  fixed dollar amount per pay period (in  multiples  of
     $25.00).
(ii)      Unless the Committee otherwise directs,
     a  Participant may make an Employee Elective Contribution to  the
     Plan  of  25%,  50%,  75%  or  100%  of  his  Elective  Incentive
     Compensation, if any.

           B.    A  Participant  may elect to  amend  his  Salary
     Reduction  Agreement not later than November 30 of any Plan  Year
     to be effective for the following Plan Year, or more often in the
     discretion of the Committee.  Beginning on the following  January
     1,  the  Participant's  Employee Elective Contributions  will  be
     based on the amended Salary Reduction Agreement.

          C.   A Participant may voluntarily suspend his Elective
     Deferrals  by  giving written notice to the Committee  not  later
     than  the 10th day before the payroll date the suspension  is  to
     become  effective.  The Participant may initiate further Elective
     Deferrals at the same time and the same manner as provided for in
     Section 3.1 B.

3.2        Limitation on Employee Elective Contributions.

            For any Plan Year, Employee Elective Contributions must
     satisfy the following requirements:

           A.    The  amount of a Participant's Employee Elective
     Contribution  (including the amount of a Participant's  Qualified
     Non-Elective   Contribution  treated  as  an  Employee   Elective
     Contribution,   if   any),  together  with   Elective   Deferrals
     contributed to the DPL Inc. ESOP or another Plan, whether or  not
     related  to  the  Employer,  which are  required  by  law  to  be
     aggregated with such Employee Elective Contributions,  shall  not
     exceed  the  dollar  limits provided for  in  Code  402(g).   The
     amount of a Participant's Employee Elective Contribution made  by
     the Employer in any calendar year shall further be limited to the
     maximum  amount  allowable as a deduction to the  Employer  under
     Code 404.

          B.   To the extent that a Participant has made Employee
     Elective  Contributions during a calendar year in excess  of  the
     amount specified in Section 3.2 A ("Excess Deferral"), the Excess
     Deferral,  together with income thereon, shall be distributed  to
     the  Participant from the Plan not later than April 15  following
     the  end  of  the taxable year in which the Excess  Deferral  was
     made.    If   the   Participant  has   made   Employee   Elective
     Contributions  under  the  Plan and  another  plan,  contract  or
     arrangement  resulting  in  an Excess Deferral,  the  Participant
     shall  notify the Committee in writing not later than  March  1st
     following  the  end  of  the taxable year  in  which  the  Excess
     Deferral was made, of the amount of Excess Deferrals allocated to
     the  Plan.   The Employer will notify the Plan on behalf  of  the
     Participant  of  any Excess Deferral calculated  by  taking  into
     account only the Plan and other plans maintained by the Employer.
3.3          Time  and Manner of Payment of Employee  Elective
      Contributions.

           Employee Elective Contributions shall be paid  to  the
     Trust  Fund  as soon as practical after the end of  each  payroll
     period  but in no event later than 90 days from the payroll  date
     which such Employee Elective Contributions were withheld from the
     Participant's Compensation.

3.4      Voluntary  Employee Contributions  and  After-Tax Contributions.

           For Plan Years beginning after December 31, 1988, none
     permitted.

3.5       Rollover Contributions.

           Any  Eligible  Employee  may request  the  Committee's
     permission  to  make a Rollover Contribution to the  Trust.   Any
     request  filed  under this Section must (i) be in  writing,  (ii)
     include the amount of the Rollover Contribution, (iii) include  a
     written certification from the Employee that the amount qualifies
     as  a  Rollover Contribution, and (iv) be made in cash.   If  the
     Committee or the Participant determines that any amount deposited
     under  this  Section is not a Rollover Contribution,  the  entire
     amount  will  be  immediately returned to the  Participant.   The
     Committee  may  set  a  minimum rollover  amount  which  will  be
     permitted under this provision.  The Eligible Employee  shall  be
     one hundred percent vested in his Rollover Contribution.

3.6       Transfers from other Employer Plans.

           The Employer may transfer a Participant's account from
     The  Dayton  Power and Light Company Savings Plan For  Collective
     Bargaining  Employees  or  any  other  Eligible  Retirement  Plan
     sponsored by the Employer to the Trust.  Any such transfers shall
     be  subject to the distribution and withdrawal provisions of  the
     Plan.

3.7       Employer Contributions.

           For  each Plan Year beginning after December 31, 1993,
     the  Employer may make an Employer Contribution to the Plan,  the
     amount  and  allocation  of which shall  be  determined  by  such
     Eligible Employee's designation under the Personal Choice Account
     Plan, a welfare benefit plan sponsored by the Employer.

3.8       Qualified Non-Elective Contributions.

           Beginning  after December 31, 1993, the  Employer  may
     make  a  discretionary Qualified Non-Elective  Contribution,  the
     exact  percentage  to be determined each year by  the  Committee,
     with respect to any or all Eligible Employees.  Any Qualified Non-
     Elective  Contribution  shall  be  deemed  an  Employee  Elective
     Contribution.
3.9       Time and Manner of Payment of Employer Contributions.

           The  Employer shall pay Employer Contributions to  the
     Trustee  not  later  than the Settlement Date, provided,  however
     that  Qualified Non-Elective Contributions shall be paid  to  the
     Trust  Fund  not  later  than  the end  of  the  12-month  period
     immediately  following the Plan Year to which such  contributions
     relate.

                                ARTICLE IV
                                
              Limitations on Contributions and Allocations

4.1       Limitations on Contributions and Allocations.

           The  amount and allocation of contributions under  the
     Plan  and Trust are subject to certain limitations, set forth  in
     this  Article  IV, ERISA and the Code.  The Employer  may  limit,
     revoke  or  amend  at any time a Participant's  Salary  Reduction
     Agreement,  or  distribute  any  Excess  Deferrals  or   Employee
     Elective Contributions, to assure that in any Plan Year, the Plan
     does  not  exceed the maximum limits imposed by the  Code  401(k)
     and  415, that would cause the Plan to exceed the maximum  amount
     allowable  as a deduction to the Employer under Code  404  and/or
     to prevent disqualification of the Plan.

4.2        Percentage   Limitation  on  Employee   Elective
     Contribution.

            In  addition  to  the  dollar limitation  on  Employee
     Elective  Contributions set forth in Section 3.2, for Plan  Years
     beginning   after   December   31,   1986,   Employee    Elective
     Contributions  shall  satisfy the nondiscrimination  requirements
     under Code 401(k) for each Plan Year.

           The "Actual Deferral Percentage" ("ADP") for the group
     of Eligible Highly Compensated Employees shall not exceed the ADP
     for  the  group  of  all other Eligible Employees  by  an  amount
     specified under one of the following tests:

            A.    The  ADP  for  the  group  of  Eligible  Highly
     Compensated Employees is not more than the ADP for the  group  of
     all other Eligible Employees multiplied by 1.25; or

           B.    The  excess of the ADP for the group of Eligible
     Highly  Compensated Employees over the ADP for the group  of  all
     other  Eligible  Employees is not more than 2 percentage  points,
     and  the  ADP  for  the  group  of  Eligible  Highly  Compensated
     Employees  is  not more than the ADP for the group of  all  other
     Eligible Employees multiplied by 2.

           C.   In determining whether the Plan satisfies the ADP
     test, the following rules apply:
1.    The  ADP is the average of the "Actual  Deferral
     Ratios" calculated separately for each Eligible Employee (whether
     or  not he made any Employee Elective Contributions to the  Plan)
     in   each   specific  group  (i.e.  Eligible  Highly  Compensated
     Employees and all other Eligible Employees).

            2.    The  Actual  Deferral  Ratio  (expressed  as  a
     percentage) is determined by dividing the amount of the  Employee
     Elective  Contributions allocated to the Employee  for  the  Plan
     Year  by the Employee's "414(s) Compensation" for such Plan Year,
     rounded  to  the  nearest  1/100 of 1%.   For  purposes  of  this
     calculation, the Committee may for any Plan Year treat  Qualified
     Non-Elective Contributions made to this Plan and/or Qualified Non-
     Elective  Contributions (and/or qualified Matching Contributions)
     made  to  the DPL Inc. ESOP made on behalf of an Employee  as  an
     Employee  Elective Contribution.  For purposes of  this  Section,
     any  Excess  Deferral  distributed under  Section  3.2  shall  be
     treated as an Employee Elective Contribution.

             3.     "414(s)   Compensation"   shall   mean   "415
     Compensation"  (as  defined in Section  4.4)  plus  any  elective
     contributions  made by the Employer on behalf  of  the  Employees
     that  are  not includable in their gross income under  Code  125,
     402(a)(8),  402(h)  and  403(b).  414(s)  Compensation  of   each
     Participant  which may be taken into account for  any  Plan  Year
     shall  not exceed $200,000 (adjusted at the same time and in  the
     same  manner  as provided for under Code 415(d)).  An  Employee's
     414(s)  Compensation shall be limited to the portion of the  Plan
     Year in which the Employee was an Eligible Employee.

           4.    Plans that are aggregated for purposes  of  Code
     401(a)(4)  or  410(b) (other than the average benefit  percentage
     test),  are to be treated as a single plan for purposes  of  Code
     401(k)  and Treasury Regulation 1.401(k)-1(b).  The Employer  may
     not  combine contributions and allocations under plans which  are
     mandatorily disaggregated for purposes of Code 410(b), such as  a
     plan   described  in  Code  4975(e)(7)  or  409  (an  ESOP)  with
     contributions and allocations under a plan not described in  Code
     4975(e)(7)  or  409  (a  non-ESOP),  except  as  permitted  under
     Treasury  Regulation 1.4975-11(e), for purposes of  Code  401(k).
     Plans  may be aggregated under this Subsection C.4 only  if  they
     have  the  same  plan  year.  In addition,  plans  that  are  not
     actually  aggregated  for  a year for  purposes  of  Code  410(b)
     (other  than  the  average benefit percentage test)  may  not  be
     aggregated  for  purposes of Code 401(k) and Treasury  Regulation
     1.401(k)-1(b).

           5.   If a Highly Compensated Employee participates  in
     two  or  more plans (including the Plan) which include  qualified
     cash  or deferred arrangements, the Actual Deferral Ratio of such
     Employee shall be the sum of the ratios computed under each  cash
     or  deferred  arrangement.   If  a  Highly  Compensated  Employee
     participates  in  two or more plans (including  the  Plan)  which
     include  qualified  cash  or  deferred  arrangements  that   have
     different  plan  years, all cash or deferred arrangements  ending
     with  or  within  the same calendar year shall be  treated  as  a
     single plan.
6.    If  an individual is a Family Member of a Highly
     Compensated Employee because such Employee is either a  5-percent
     owner  or  one of the ten Highly Compensated Employees  paid  the
     greatest   414(s)  Compensation  during  the  Year,  the   family
     aggregation  rules  under  Code 414(q)(6)  shall  apply  and  the
     family  group shall be treated as one Highly Compensated Employee
     with  their  Actual Deferral Ratio determined  by  combining  the
     414(s)  Compensation and Employee Elective Contributions  of  all
     the  eligible  family members.  "Family Member"  as  used  herein
     means,  with respect to any employee, such employee's spouse  and
     lineal  ascendants or descendants and the spouses of such  lineal
     ascendants or descendants.

           7.   Employee Elective Contributions may be taken into
     account   under  this  Section  if  (a)  the  Employee   Elective
     Contribution is allocated to the Employee under the  Plan  as  of
     the  date  within  the  Plan Year and (b) the  Employee  Elective
     Contribution relates to 414(s) Compensation that would have  been
     received  by the Employee in the Plan Year but for the Employee's
     election  to  defer it.  For purposes of (a) above,  an  Employee
     Elective Contribution is considered to be allocated as of a  date
     within the Plan Year only if (x) the allocation is not contingent
     upon  the Employee's participation in the Plan or performance  of
     services  on  any  later  date  and  (y)  the  Employee  Elective
     Contribution is actually paid to the Trust no later than the  end
     of  the  12-month period immediately following the Plan  Year  to
     which  it relates.  Employee Elective Contributions that  do  not
     satisfy  these  requirements may not be  taken  into  account  in
     applying the ADP test for any Plan Year.

            8.     The   Committee  shall  maintain  records   to
     demonstrate compliance with the ADP test (including the extent to
     which  the  Plan  used  qualified non-elective  contributions  or
     qualified  Matching Contributions made to the DPL Inc.  ESOP)  to
     satisfy the applicable requirements of this Section.

           To  the  extent  not  included in  this  Section,  the
     provisions   of  Code  401(k)(3)  and  401(m)(9)   and   Treasury
     Regulations  1.401(k)-l(b) and 1.401(m)-2  are  incorporated  and
     made  a  part of the Plan as provided for in Treasury Regulations
     1.401(k)-l(b)(2)(iii).

4.3       Correcting Excess Contributions.

           In the event that the limitations set forth in Section
     4.2  are exceeded, the Committee, to the extent necessary,  shall
     adjust  the  Excess Contributions in a manner  that  will  reduce
     future  Employee Elective Contributions made on behalf of  Highly
     Compensated   Employees,   and  further,   in   the   Committee's
     discretion,  may use any correction method permitted  under  Code
     401(k)   including,   without  limitation,  distributing   Excess
     Contributions  (and income allocable thereto) no later  than  the
     15th day of the third month after the close of the Plan Year  for
     which  the  Excess Contributions are made.  In no event  may  the
     Employer  defer  distributing Excess  Contributions  (and  income
     allocable thereto) to the Highly Compensated Employee later  than
twelve months after the end of the Plan Year for which the Excess
     Contributions were made. The amount of Excess Contributions to be
     distributed or recharacterized for a Plan Year shall  be  reduced
     by  the  amount of Excess Deferrals distributed for  the  taxable
     year ending with or within the Plan Year.  The Committee may  use
     any reasonable method permitted by Treasury Regulations 1.401(k)-
     1(f)(4)(ii)  for determining the income allocable to  the  Excess
     Contributions,  provided that such method does not  violate  Code
     401(a)(4),  is  used  consistently for all affected  Participants
     and  for  all  corrective Excess Contribution distributions  made
     under  the  Plan for the Plan Year and is used by  the  Plan  for
     allocating    income   to   Participants'    accounts.     Excess
     Contributions  shall  be  distributed to the  Highly  Compensated
     Employees  on an Employee by Employee basis, first to the  Highly
     Compensated Employee with the highest Actual Deferral Ratio until
     the  ADP  test is met or until such Participant's Actual Deferral
     Ratio  is  equal to that of the Highly Compensated Employee  with
     the  next  highest  Actual  Deferral Ratio.   If  further  Excess
     Contribution distributions are required, the above process  shall
     be repeated until the Highly Compensated Employee group satisfies
     the  ADP test.  Excess Contributions shall be distributed to  the 
     Highly  Compensated Employee, first from the Plan, then from  the
     DPL Inc. ESOP.

4.4       Maximum Annual Additions Limitation.

           Notwithstanding anything contained in the Plan and the
     Trust  to  the  contrary, in no event shall the Annual  Additions
     allocated to any Participant's Trust Fund Account under the  Plan
     and any other defined contribution plan sponsored by the Employer
     (whether  or not terminated) exceed in each Limitation  Year  the
     lesser  of (i) the greater of (a) $30,000, as adjusted to reflect
     any  increases in the cost-of-living under Code 415(d) or (b) 25%
     of  the  amount determined under Code 415(b)(l)(A) in effect  for
     such  Year,  or  (ii) 25% of the Participant's "415 Compensation"
     for such Limitation Year.

          If, as a result of the allocation of forfeitures in the
     DPL  Inc.  ESOP, a reasonable error in estimating a Participant's
     Compensation,  or under other facts and circumstances  determined
     in   accordance  with  Treasury  Regulation  1.415-6(b)(6),   the
     maximum Annual Additions are exceeded for any Participant for the
     Limitation  Year, the Committee shall return any excess  Employee
     Elective Contributions (together with any earnings thereon)  made
     by  a Participant for the Plan Year to the extent that the return
     would   reduce  the  excess  Annual  Additions  amount   in   the
     Participant's account.  If after returning such contributions  to
     the Participant, an excess still exists, such excess amount shall
     be  adjusted  from  the  DPL Inc. ESOP, in  accordance  with  its
     provisions.

           For purposes of this Section, "Annual Additions" shall
    mean  the  sum  of  (i)  Employer  contributions,  (ii)  Employee
    contributions,  (iii)  forfeitures,  if  any,  and  (iv)  amounts
    allocated  to an individual medical account, as defined  in  Code
    415(1)(2),  which is part of a pension or annuity plan maintained
    by  the Employer, and amounts derived from contributions paid  or
    accrued  in  taxable years ending after December 31, 1985,  which 
    are attributable to post-retirement medical benefits allocated to
the  Trust  Fund  Account of a Key Employee, as defined  in  Code
    419A(d)(3),  under  a  welfare benefit fund,  maintained  by  the
    Employer,  as  defined in Code 419(e), which are  credited  to  a
    Participant's Trust Fund Account with respect to any Plan Year.

           For  purposes of this Section, in applying Code 414(b)
    and  (c) in the definition "Affiliated Company", the phrase "more
    than 50 percent" shall be substituted for the phrase "at least 80
    percent" each place it appears in Code 1563(a)(1).

           For purposes of this Section, "415 Compensation" shall
    mean  wages  within  the meaning of Code 3401(a)  and  all  other
    payments of compensation to an Employee by the Employer for which
    the  Employer  is  required to furnish  the  Employee  a  written
    statement under Code 6041(d) and 6051(a)(3).

4.5       Dual Plan Limitation.

           If  a Participant is also a participant in one or more
     defined benefit plans maintained by the Employer (whether or  not
     terminated), the sum of the Defined Benefit Plan Fraction and the
     Defined Contribution Plan Fraction shall not exceed one (1.0)  in
     any   Limitation   Year.   If  that  limit   is   exceeded,   the
     Participant's Annual Addition under the Plan will be  reduced  as
     provided for in Section 4.4.

           The  "Defined Benefit Plan Fraction" for any Plan Year
     is  a  fraction,  the  numerator of which  is  the  Participant's
     projected annual benefit under the Plan (determined at the  close
     of  the Plan Year) and the denominator of which is the lesser  of
     (i)  the  product of 1.25 multiplied by the dollar limitation  in
     effect  under Code 415(b)(l)(A) for such Limitation Year or  (ii)
     the  product of 1.4 multiplied by the amount which may  be  taken
     into  account  under  Code  415(b)(l)(B)  with  respect  to  such
     Participant under the Plan for such Limitation Year.

           If the Employee was a Participant as of the end of the
     first  day of the first Limitation Year beginning after  December
     31,  1986 in one or more defined benefit plans maintained by  the
     Employer  which were in existence on May 6, 1986, the denominator
     of  the Defined Benefit Plan Fraction will not be less than  1.25
     multiplied  by  the  sum  of  the  Participant's  accrued  annual
     benefits  under  the  Plan,  determined  at  the  close  of   the
     Limitation  Year  beginning before January 1, 1987,  disregarding
     any  changes in the terms and conditions of the Plan  made  after
     May 5, 1986.

           The  "Defined Contribution Plan Fraction" for any Plan
     Year  is a fraction, the numerator which is the sum of the Annual
     Additions to the Participant's account in such Plan Year and  for
     all  prior Plan Years and the denominator of which is the sum  of
     the lesser of the following amounts determined for such Plan Year
     and  for  each  prior Plan Year during which the Participant  was
     employed  by the Employer: (i) the product of 1.25 multiplied  by
     the  dollar limitation in effect under Code 415(c)(1)(A), or (ii)
     1.4  multiplied by 25% of the Participant's Compensation for such
     Plan Year.
If the Employee was a Participant in the Plan as of the
     end of the first day of the first Limitation Year beginning after
     December  31,  1986  in  one or more defined  contribution  plans
     maintained  by  the Employer which were in existence  on  May  6,
     1986,  the  numerator of the Defined Contribution  Plan  Fraction
     will  be  adjusted if the sum of such fraction  and  the  Defined
     Benefit  Fraction would otherwise exceed 1.0 under the  terms  of
     the  Plan. Under such adjustment, an amount equal to the  product
     of  (a) the excess of the sum of the fractions over 1.0 times (b)
     the  denominator of this fraction, will be permanently subtracted
     from   the  numerator  of  this  fraction.   The  adjustment   is
     calculated  using the fractions as they would be computed  as  of
     the  end of the last Limitation Year beginning before January  1,
     1987 and disregarding any changes in the terms and conditions  of
     the  Plan  made  after  May  6, 1986,  but  using  the  Code  415
     limitation  applicable to the first Limitation Year beginning  on
     or after January 1, 1987.  The Annual Addition for any Limitation
     Year beginning before January 1, 1987 shall not be recomputed  to
     treat all Employee contributions as Annual Additions.

           For  purposes of this Section, all the defined benefit
     plans  of  the  Employer (whether or not terminated)  are  to  be
     treated  as  one  defined benefit plan and  all  of  the  defined
     contribution  plans of the Employer (whether or  not  terminated)
     are  to  be  treated  as  one  defined  contribution  plan.   The
     Committee  shall have the power, in order to give effect  to  the 
     foregoing  limitations,  to  reduce or  limit  additions  to  the
     Participants  Trust Fund Accounts under the Plan,  provided  such
     reduction  and/or  limitations shall be made  in  a  uniform  and
     nondiscriminatory manner.

           The above limitations are intended to comply with  the
     provisions  of  Code 415 as amended so that the maximum  benefits
     provided  by  plans of the Employer shall not exceed the  maximum
     amount   allowable  under  Code  415  and  Treasury   Regulations
     thereunder.  In the event there are any discrepancies between the
     provision of this Section and the provisions of Code 415 and  the
     Treasury  Regulations  thereunder, such  discrepancies  shall  be
     resolved  in such a way as to give full effect to the  provisions
     of  Code  415  as if such applicable provisions were incorporated
     herein by reference.

4.6       Effect of Social Security Increases.

           No benefit will be decreased by reason of any increase
     in  the  benefit  levels payable under Title  II  of  the  Social
     Security  Act or any increase in the wage base under  such  Title
     II,  if  such increases take place after the earlier of  (i)  the 
     date  of  first receipt of such benefits or (ii) the  date  of  a
     Participant's Termination of Employment.
ARTICLE V
                                   
                           Distributions of Benefits

5.1       Eligibility For Benefits.

          A.   Subject to Sections 5.2 and 5.4, a Member's Vested
Amount  will  be  distributed in one lump sum  payment  as  of  a
Valuation  Date  as  soon as practicable after the  Participant's
Termination  of Employment.  In order to be eligible  to  receive
his  Vested  Amount,  the  Participant or  his  Beneficiary  must
complete  and  file  an  application for  benefits  in  the  form
required by the Committee.

             B.     Notwithstanding   the   foregoing,   upon   a
Participant's Termination of Employment, if his Vested Amount  is
$3,500  or less, and has never exceeded $3,500 at any time  prior
to  the  distribution, the Committee shall direct the Trustee  to
cause  the Participant's entire Vested Amount in the Plan  to  be
paid in full. Notwithstanding the foregoing, no distribution  may
be made under this Subsection 5.1 B. after the Participant's 65th
birthday,  or  in the case where the Participant's Vested  Amount
exceeds  (or  at  any  time prior to the  distribution  exceeded)
$3,500, unless the Participant completes and files an application
for benefits in the form required by the Committee.

5.2       Payment to Alternative Payee.

           A  Member's benefits shall be adjusted to  effect  any
Qualified  Domestic Relations Order.  If the Committee is  unable
to immediately determine whether an order is a Qualified Domestic
Relations  Order,  it  will segregate any amounts  which  may  be
payable  to  an  Alternate  Payee as if  the  order  had  been  a
Qualified  Domestic  Relation Order.  If,  within  18  months  of
receipt of the claim, the Committee determines that the order  is
a  Qualified  Domestic Relations Order, it will pay  all  amounts
held  in  such separate account (including any income, gains  and
losses  attributable to such account) as provided in such  order.
However,  if  the Committee determines that the order  is  not  a
Qualified Domestic Relations Order or if no determination may  be
made  within  that  period,  all amounts  held  in  such  account
(including income, gains and losses attributable to the  account)
shall  be recredited to the Participant.  Any further claim filed
under this Section by an Alternate Payee will apply prospectively
only.

5.3       Claims Procedure.

           The  Committee  will provide Members or  Beneficiaries
with  a written application to claim benefits in accordance  with
Section 5.1.  Any denial by the Committee of a claim for benefits
under  the  Plan  shall be provided to the applicant  in  writing
within 90 days after the application is filed with the Committee,
stating  (i)  the  reason(s) why the claim was denied,  (ii)  the
provisions of the Plan upon which the denial was based,  (iii)  a
description of any material needed to complete the claim and  the
reason  such material is required and (iv) an explanation of  the
Plan's review procedure. If an applicant's claim is denied or  if
the  applicant  does not receive a notice of  denial  within  the
specified time period, the applicant shall have 60 days from  the
earlier of the (a) date of denial or (b) expiration of the 90 day
claim period to request that the Committee review the claim.  The
procedures  to appeal the denial of a claim shall be as  follows:
(1)  the  applicant shall request a review in  writing,  (2)  the
applicant  may  examine the Plan documents and (3) the  applicant
may  submit  his comments and questions in writing.  Appeals  not
timely  filed shall be barred. If an appeal request is made,  the
Committee  or a "Subcommittee" designated by the Committee  shall
then  conduct a hearing for a full and fair review of the  denied
benefits within the next 60 days. The applicant shall be given at
least ten days prior written notice of the hearing date, time and
location.   An  applicant  may  represent  himself  or  have  his
appointed representative represent him and may submit written  or
oral  evidence  and  argument in support  of  his  claim  at  the
hearing.   Recommendation of the Subcommittee shall be  furnished
for  review and approval of the Committee within 30 days  of  the
hearing.  A written decision of the review shall be made  by  the
Committee within 60 days following the hearing on the applicant's
request  for  review  (or  120 days if special  circumstances  so
warrant,  as  determined by the Committee).  Such decision  shall
include  the  specific reasons (including Plan  references)  upon
which the decision was based.  The Committee's decision shall  be
final and binding upon all parties.

           In  exercising any discretion or authority  under  the
Plan,   the  Committee  will  act  in  a  consistent   and   non-
discriminatory   manner   treating   all   persons   in   similar
circumstances in a similar manner.

5.4       Distribution Requirements.

           Notwithstanding  any provision  in  the  Plan  to  the
contrary,  all  distributions  of a Participant's  Vested  Amount
shall be subject to the following:

          A.   Distribution to a Member will begin not later than
the  60th day after the end of the Plan Year in which the  latest
of  the following events occurs: (i) his 65th birthday, (ii)  the
tenth anniversary of his participation in the Plan, or (iii)  the
Participant's Termination of Employment.

           B.    Distribution to a Beneficiary will begin as soon
as possible after a Member's death.

           C.    Notwithstanding any provision in the Plan to the
contrary,  a  Participant's  Vested Amount  must  be  distributed
pursuant to this Subsection no later than April 1 of the calendar
year following the calendar year in which the Participant attains
age 70-1/2, whether or not he has Terminated Employment. For Non-
5-percent owners who attained age 70-1/2 before January 1,  1988,
such  Participant's  Vested Amount must be distributed  no  later
than the later of (i) April 1 of the calendar year following  the
calendar  year  in which the Participant attains age  70-1/2,  or
(ii) the Participant's Termination of Employment.

            D.     Amounts  attributable  to  Employee   Elective
Contributions may not be distributed before one of the  following
events occurs:

                1.   The Employee's Disability or Termination  of
                     Employment;

                2.   The Employee's attainment of age 59 1/2;

                3.    The  Employee's hardship,  subject  to  the
                      limitations of Article VI herein;

                4.    The  termination  of the  Plan  unless  the
Employer establishes or maintains a successor plan (other than an
ESOP  or a simplified employee pension as defined in Code 408(k))
(for  this  purpose,  a  "successor plan" is  any  other  defined
contribution plan maintained by the Employer provided  it  exists
at the time the Plan is terminated or within the period ending 12
months  after distribution of all assets from the Plan; provided,
however,  that  if  fewer than 2% of the Eligible  Employees  are
eligible under such other plan of the Employer at any time during
the  12  months before or the 12 months after the Plan's date  of
termination, there is no successor plan);

                5.   The date of sale or other disposition by the
Company  to  an  entity  that is not  an  Affiliated  Company  of
substantially all of the assets (at least 85% of the assets) used
in  the Company's trade or business, unless the Company continues
to  maintain  the Plan after such sale or other disposition  with
respect  to Employees who continue employment with the  purchaser
of the assets; or

                6.   The date of sale or other disposition by the
Company of its interest in a subsidiary to an entity which is not
an Affiliated Company, but only with respect to the Employees who
do not continue employment with the subsidiary.

           Subsections 5 and 6, shall not apply if the  purchaser
maintains  the Plan after any such sale.  For this  purpose,  the
purchaser  is deemed to maintain the Plan if it adopts the  Plan,
if its employees accrue benefits under the Plan or if the Plan is
merged or consolidated with, or any assets or liabilities of  the
Plan  are transferred to, a plan maintained by the purchaser.   A
purchaser is not treated as maintaining the Plan merely because a
plan  that it maintains accepts rollover contributions of amounts
distributed by the Plan.

5.5       Designation of Beneficiary.

           A  Member  may  designate a Beneficiary  to  whom  his
benefits  under  the  Plan shall be paid if  he  dies  before  he
receives all of such benefits.  Any such designation shall be  in
writing  on  a  form prescribed by the Committee,  and  shall  be
effective  upon the filing of the form with the Committee  during
the  Member's lifetime.  Each Beneficiary designation form  filed
with  the  Committee shall cancel any such form previously  filed
with  the  Committee.  Any Beneficiary designation  shall  comply
with  requirements under Code 417(a)(2), that (i) the  spouse  of
the  Member consents in writing to such designation, if required;
(ii)  such  election designates a Beneficiary which  may  not  be
changed  without spousal consent (or the consent  of  the  spouse
expressly   permits  designations  by  the  Member  without   any
requirement  of further spousal consent) and (iii)  the  spouse's
consent  acknowledges  the  effect of  such  designation  and  is
witnessed  by  a  Plan  representative  or  Notary  Public.   Any
Beneficiary  designation previously made by  a  Member  shall  be
automatically  revoked upon the marriage  or  remarriage  of  the
Member.   Once a spouse consents to a Beneficiary designation  by
the Member, it may not be revoked by the spouse.  Notwithstanding
the  foregoing, the spousal consent requirements shall not  apply
under   the  conditions  or  circumstance  set  forth   in   Code
417(a)(2)(B).

           If  any Member fails to designate a Beneficiary  in  a
manner   provided  for  in  this  Section,  or  the   Beneficiary
designated  by  the Member predeceases him, such Member's  Vested
Amount shall be paid as follows:

          A.    To the Member's surviving spouse; or

          B.    If there is no surviving spouse, to the personal
                representative of the Member's estate.

5.6        Written Explanation to Recipients of Distributions.

            The   Trustee  shall  provide  the  recipient  of   a
distribution  from  the Plan with such written explanation(s)  as
are required under the Code, ERISA or the rules thereunder.

5.7        Payment of Benefits.

            The   Committee  will  provide  the  Trustee  written
direction  specifying the name of the person to receive benefits,
his  address and the amount of such payment.  Distribution  of  a
Member's  Vested  Accrued Benefit shall be made in  cash,  except
that  any Participant who retires (i) after reaching age 55  with
10  years  of employment with the Company or (ii) after  reaching
age  65  may  elect  to receive the portion of their  Trust  Fund
Account  that  is invested in the DPL Inc. Stock Fund  in  common
shares  of DPL Inc. in lieu of cash.  The Trustee shall  withhold
taxes  on  any distribution to the extent required by  law.   The
Trustee shall pay such benefits only from the Trust Fund.

           For  distributions  made after December  31,  1992,  a
Member may elect to have any Eligible Rollover Distribution  paid
directly  to  another  Eligible  Retirement  Plan,  in  a  manner
described  in  Code  401(a)(31) and the rules issued  thereunder.
In  such  case, the Member shall notify the Committee in  writing
specifying   the   Eligible  Retirement  Plan   to   which   such
distribution  is to be paid. The Trustee shall directly  transfer
the  Member's Vested Amount to the specified Eligible  Retirement
Plan.   In  order to make an Eligible Rollover Distribution,  the
Member must complete and file a transfer in the form required  by
the Committee.

5.8       Payment in Case of Incapacity.

           If  the  Committee receives an order from a  court  of
competent jurisdiction that a Member (or Beneficiary) is legally,
physically  or  mentally  incapable of personally  receiving  any
payment  under the Plan, the Committee shall instruct the Trustee
to  make payment to one or more persons or institutions named  in
that  order for the maintenance or custody of the person entitled
to receive benefits.

5.9       Non-Alienation of Benefits.

           Neither the Plan nor any of the Trust assets,  or  any
interest  of  the Participants and their Beneficiaries  shall  be
subject  to the claims of creditors (whether bankruptcy creditors
or  otherwise),  conveyance, transfer,  assignment,  garnishment,
attachment, levy, encumbrance or other judicial process,  whether
relating to the Employer, any Participant or Beneficiary, and the
Committee and Trustee shall not be liable nor give any effect  to
any  such  claim, conveyance, transfer, assignment,  garnishment,
attachment,  levy,  encumbrance or other judicial  process.   Any
transfer,  assignment, conveyance or encumbrance of  an  interest
shall  be  void,  except with respect to (i) federal  income  tax
withholding; (ii) indebtedness of a Participant to the  Plan,  if
any, and (iii) Qualified Domestic Relations Orders.

5.10      In-Service Distributions.

           Subject  to any Qualified Domestic Relations Order,  a
Participant  may  withdraw  his Trust  Fund  Account  if  he  has
attained age 59-1/2 on the date of his withdrawal.  No withdrawal
will  be  allowed  which exceeds the value of  the  Participant's
Trust  Fund Account not subject to a Qualified Domestic Relations
Order.   If a Participant makes a withdrawal under this  Section,
he  will not be permitted to make Employee Elective Contributions
to  the  Plan  and  all other plans maintained  by  the  Employer
(except  health or welfare benefit plans) for 12 months following
the date of withdrawal.

                           ARTICLE VI
                                
                     Hardship Distributions

           In  the  event  of  a  serious financial  hardship,  a
Participant may apply to the Committee for withdrawal of all or a
portion  of his Employee Elective Contribution Account (excluding
any  earnings thereon credited to such account after December 31,
1988).   The amount of any hardship distribution shall not exceed
the  amount  that is necessary to satisfy the Member's (including
his  spouse  and  dependents) immediate and heavy financial  need
which he is unable to eliminate out of other resources which  are
reasonably  available to him (including assets of his spouse  and
minor  children  which  are reasonably available  to  him).   The
Committee, as it deems necessary, may require the Participant  to
furnish  evidence of his immediate and heavy financial  need  and
shall  consider  all  such relevant facts  and  circumstances  in
determining  whether the Participant is eligible for  a  hardship
withdrawal.  The Committee may rely on the Participant's  written
representation  of his hardship, unless the Employer  has  actual
knowledge to the contrary, that the Participant's need cannot  be
reasonably relieved (i) through reimbursement or compensation  by
insurance  or otherwise, (ii) by liquidation of the Participant's
assets, (iii) by cessation of Employee Elective Contributions  to
the Plan, (iv) by some other distribution or nontaxable loan from
plans maintained by the Employer or by any other employer or  (v)
by  borrowing  from  commercial sources on reasonable  commercial
terms  in an amount sufficient to satisfy the need.  For purposes
of  the  preceding  sentence, a Participant's need  will  not  be
deemed to be reasonably relieved by one of the actions listed  in
(i)  through  (v)  of  this Section, if the effect  would  be  to
increase  the amount of the Participant's need.  If a Participant
makes  a  hardship withdrawal, he will not be permitted  to  make
Employee  Elective Contributions to the Plan and all other  plans
maintained  by  the  Employer (except health or  welfare  benefit
plans)  for  12  months  following the date  of  the  withdrawal.
Events  which are deemed to qualify as hardships include, without
limitation:

           A.    Expenses  for  Medical Care (described  in  Code
213(d))  previously incurred by the Participant,  his  spouse  or
"dependents"  as  defined  in Code 152,  or  necessary  for  such
persons to obtain Medical Care;

           B.    Costs  directly related to  the  purchase  of  a
Participant's primary home (excluding mortgage payments);

           C.    Payment of tuition and related educational  fees
for  the  next  12  months of post-secondary  education  for  the
Participant, his spouse, children or dependents;

           D.    Prevention  of  eviction or foreclosure  on  the
Participant's principal residence; and

           E.    Payment  of any federal, state or  local  income
taxes  or  penalties reasonably anticipated to  result  from  the
hardship distribution.

           Hardship withdrawals shall be made by the Committee on
a  consistent and non-discriminatory manner on the basis  of  all
relevant facts and circumstances, and shall not otherwise  effect
the Participant's rights under the Plan.  In order to be eligible
for  a  hardship distribution, the Participant must complete  and
file a hardship distribution request in the form required by  the
Committee.   The  Committee, in its discretion,  may  expand  the
events  which  qualify as hardships hereunder as permitted  under
the Code, ERISA or the rules thereunder.

                          ARTICLE VIII
                                
       Establishment of Trust Fund And Trust Fund Accounts

7.1       Trust Fund Accounts.

           The  Trustee will establish and maintain a Trust  Fund
Account  for each Participant in the Plan.  The balance  of  each
Trust  Fund  Account will be the sum of all amounts  credited  to
that  account  less the sum of all amounts debited  against  that
account.

7.2       Investment; Funding Policy.

           The  Trustee  shall keep the Trust Funds  invested  as
provided for in the Trust Agreement. The Committee will establish
and periodically review a policy which defines the Plan's funding
needs  and policy and will notify the Trustee of such policy  and
any changes in it.

7.3       Impossibility of Diversion.

           The  Trust exists for the exclusive benefit of Members
and their Beneficiaries and for paying the reasonable expenses of
administering the Plan and Trust.  No contribution or payment  by
the  Employer to the Trustee, nor any income of the  Trust  Fund,
shall  in any event revert or be credited to or be used  for  the
benefit of the Employer, except that the Trustee shall return  to
the Employer upon written request of the Committee:

           A.   Any contributions made by the Employer because of
a  mistake in fact, provided that such contributions are returned
to  the  Employer  within  one  year  after  the  date  any  such
contribution was made;

          B.   Any contributions made for Plan years during which
the  Plan  does not initially qualify under Code 401(a), provided
that  such contributions are returned to the Employer within  one
year after the date of denial of qualification; and

           C.    Any  contributions, to  the  extent  that  their
deduction  is  disallowed  under Code  404,  provided  that  such
disallowed contributions are returned to the Employer within  one
year after the disallowance of the deduction.

          Notwithstanding the foregoing, the Trustee shall return
to each Participant, upon the written direction of the Committee,
any  contributions or part thereof described in this Section that
are made to the Trust by the Employer pursuant to a Participant's
Salary  Reduction Agreement, Rollover Contributions and transfers
from other qualified retirement plans, if any.

7.4       Purchase of Insurance.

           No  contracts insuring the life of any Participant may
be purchased under the Plan.

                          ARTICLE VIII

                            Valuation

8.1       Valuation of Trust Fund.

           The  Trustee shall determine the fair market value  of
the  Trust assets and liabilities as of each Valuation Date.   In
determining  the  fair  market value of  the  Trust  assets,  the
Trustee  shall value assets held in the Trust Fund at the closing
sale  price  (i)  as  quoted  by  the  National  Association   of
Securities  Dealers, as published in a general circulation  daily
newspaper  or  (ii) on the New York Stock Exchange - Consolidated
Transactions  Tape, as of the prior business day.   Trust  assets
which are not readily tradable on an established market shall  be
valued  by  an  independent appraiser as defined  under  Treasury
Regulations prescribed under Code 170(a)(1).

8.2       Trust Fund Accounts.

           The  Trustee  shall establish and  maintain  for  each
Member  a  Trust  Fund Account including separate  records  which
reflect   amounts   attributable  to  the  following   types   of
contributions:

                       A.     Employee   Elective   Contributions
               (including Qualified Non-Elective Contributions)

                    B.   Rollover Contributions

          C.   Transfers from other Employer plans

          D.   Employer Contributions

8.3       Allocation to Trust Fund Accounts.

           After each Valuation Date, any earnings or losses (net
appreciation  or  net depreciation) of the  Trust  Fund  will  be
allocated to each Participant's Trust Fund Account:
A.    In  the  same  ratio which  the  value  of  each
Participant's Trust Fund Account (determined as of  the  date  of
the most recent allocation under this Section) bears to the value
of  all  Participants' Trust Fund Accounts (as of the same date).
Before  that  allocation  is made, any withdrawals  made  by  the
Participant  since the most recent valuation shall be  subtracted
from his Trust Fund Account.  Any Employee Elective Contributions
made  pursuant  to Section 3.1 (including Qualified  Non-Elective
Contributions), Rollover Contributions made pursuant  to  Section
3.5, transfers from other Employer plans made pursuant to Section
3.6,  and/or Employer Contributions made pursuant to Section  3.7
shall be allocated to the Participant's Trust Fund Account on the
date the Trustee receives it; or

           B.    In any other method agreed to by the Trustee and
the Committee which results in the allocation based on Trust Fund
Account  balances but which reflects the period the  amounts  are
held in the Trust Fund.

          Notwithstanding the foregoing, Participants' Trust Fund
Accounts  with  segregated investments or in segregated  accounts
shall receive only the income, gain loss or expenses attributable
to such segregated investments.

          At the end of each Quarter, the Trustee will deliver to
each Member a statement of his Trust Fund Account.
                                
                           ARTICLE IV

                   Top Heavy Plan Limitations
                                
           The  following provisions shall be effective in a Plan
Year  that  the Plan and the Trust is "Top-Heavy" as  defined  in
this Article IX.

9.1       Determination of Top-Heavy Status.

           As  of each Plan Year, the Employer shall compute  the
aggregate  amounts  allocated  to  the  accounts  of   all   "Key
Employees"  of  the Employer.  For this purpose,  the  term  "Key
Employee"   shall   mean  any  Employee,  former   Employee,   or
Beneficiary thereof who, at any time during the Plan Year or  any
of the four preceding Plan Years, is or was (i) an officer of the
Employer  having an annual Compensation in excess of 50%  of  the
dollar  limitation  then in effect under Code 415(b)(1)(A),  (ii)
one  of the ten Employees having an annual Compensation in excess
of  the  dollar limitation then in effect under Code 415(c)(1)(A)
and  owning (or considered as owning, within the meaning of  Code
318)  the  largest interests in the Employer, (iii)  a  5-percent
owner  (as  defined in Code 416(i)(1)(B)(i)), or (iv) a 1-percent
owner  (as  defined in Code 416(i)(1)(B)(ii)).  For  purposes  of
determining  percentage ownership in the foregoing sentence,  the
rules  of  Code  416(i)(1)(B) shall apply and the rules  of  Code
414(b), 414(c) and 414(m) shall not apply.
If the aggregate amounts allocated to the accounts  of
all  Key Employees exceeds sixty percent of the aggregate  amount
allocated  to  the accounts of all Participants,  then  the  Plan
shall  be deemed to be top-heavy ("Top-Heavy") for the Plan  Year
next  following  such Plan Year (and in the case of  the  initial
Plan  Year,  for the Plan Year ending with such Plan Year).   The
account  balances  attributable to  a  Participant  who  has  not
performed  an Hour of Service to the Employer at any time  during
the  five-year period ending on the determination date  shall  be
disregarded.   For  purposes of making the  above  determination,
there shall be considered each plan of the Employer in which  any
Key Employee is a participant and which is a part of the Required
Aggregation   Group.   There  shall  also   be   considered   any
distributions  (including distributions under a  terminated  plan
which  was  part of the Employer's aggregation group)  made  with
respect to any Participant within the five-year period ending  on
the determination date.  At the option of the Employer, any other
qualified plans maintained by it may be included in the group  of
Plans  for  purposes of determining the top-heavy status  of  the
Plan, provided that the group of plans would continue to meet the
requirements  of  Code 401(a)(4) and 410 with  such  plans  being
taken  into account.  If any plans of the Employer are aggregated
with  the  Plan as described in the preceding sentence, the  Plan
shall  be  deemed  to be top heavy only if the aggregate  present
value  of  accrued  benefits of Key Employees in  the  aggregated
group  of  plans  exceeds sixty percent of the aggregate  present
value  of  accrued  benefits of all employees in  the  aggregated
group of plans.  For purposes of determining the present value of
accrued benefits, the rules of Code  416(g) shall apply with  the
accrued benefit of a Participant other than a Key Employee  being
determined under (a) the method, if any, that is used for accrual
purposes  for  all plans of the Employer or (b) if  there  is  no
method  described in this paragraph (a) above, as if such benefit
accrued  not more rapidly than the slowest accrual rate permitted
under the fractional rule of Code 411(b)(1)(C).

           The determination date for purposes of calculating the
top-heavy ratio is the last day of the preceding Plan Year.   The
valuation date for purposes of calculating the top-heavy ratio is
the last day of the Plan Year.

9.2       Minimum Allocations.

           For  each Plan Year that the Plan is Top-Heavy,  there
shall be allocated to the account of each Participant who is  not
a  Key  Employee and who is employed by the Employer on the  last
day  of  the Plan Year, irrespective of whether he has  completed
1,000 Hours of Service with the Employer during the Plan Year, an
amount  not  less  than three percent of each such  Participant's
Compensation  (without taking into account  Social  Security  and
similar   contributions  and  benefits).    Notwithstanding   the
foregoing,  if  the contribution for any Plan Year  made  by  the
Employer is less than three percent of the aggregate Compensation
of  all  Participants, then the amount allocable to each  non-Key
Employee shall be such lesser percentage.  For purposes  of  this
Section,  Employee Elective Contributions made by  Key  Employees
shall  be  included  in  determining the  largest  percentage  of
contributions  (as  a  percent  of a Participant's  Compensation)
allocated to Key Employees.  The Committee may consider qualified
non-elective contributions made to the DPL Inc. ESOP on behalf of
non-Key   Employees   as   satisfying   the   minimum   Top-Heavy
Contribution allocated to non-Key Employees, provided that to the
extent  such  qualified non-elective contributions are  used  for
this purpose, they shall not be used to satisfy the ADP test.  If
the  Employer maintains both a defined contribution  plan  and  a
defined  benefit  plan, with a non-Key Employee who  participates
(or  could participate) in both plans, then the Top-Heavy minimum
benefit will be provided in the defined benefit plan.

9.3       Effect on Section 415 Limitations.

           If  the Employer maintains both a defined contribution
plan   and  a  defined  benefit  plan  with  a  Participant   who
participates,  or  could participate, in  both  plans,  then  for
purposes  of  computing  the  defined contribution  fraction  and
defined  benefit  fraction described in Section 4.5,  the  dollar
limitation  of  Code  415(b)(l)(A)  and  415(c)(l)(A)  shall   be
multiplied  by 1.0 in lieu of 1.25 unless the Plan is  not  super
Top-Heavy  (as  described  in Code 416(h))  and  either  (i)  the
Participant  does  not  participate in  a  defined  benefit  plan
sponsored by the Employer or an Affiliated Employer, he  receives
an annual allocation at least equal to 4% of his Compensation for
that  Year  under  the  Plan  or (ii)  if  the  Participant  also
participates in a defined benefit plan sponsored by the  Employer
or  an  Affiliated Employer, the Employer has elected to  provide
the  minimum  defined  benefit  plan  accrual  (defined  in  Code
416(c)(1)  as  adjusted  by Code 416(h)(2)(A)(ii)(I))  under  the
Employer's defined benefit plan.

                            ARTICLE X
                                
                         Administration
                                
10.1      Plan Fiduciaries.

          The person or persons designated in Sections 10.2, 10.3
and  10.6  and the persons they designate to carry  out  or  help
carry  out their duties or responsibilities are fiduciaries under
the Plan and Trust.  Each fiduciary shall have only those powers,
duties,  responsibilities  and obligations  as  are  specifically
given  to such fiduciary under the Plan or the Trust or delegated
to  him by another fiduciary.  Each fiduciary may assume that any
direction, information or action of another fiduciary  is  proper
and need not inquire into the propriety of such action, direction
or  information.  Except as provided by law, no fiduciary will be
responsible  for the malfeasance, misfeasance or  nonfeasance  of
any  other  fiduciary.  A fiduciary may also be a Participant  in
the  Plan provided he meets the eligibility requirements.  Except
as permitted by law, no Employee or member of the Committee shall
receive any compensation from the Plan or Trust for services as a
fiduciary.  No fiduciary guarantees the Trust Fund in any  manner
against investment loss or depreciation in asset value.
10.2      Company.

           The Company shall have the sole responsibility for (i)
appointing and removing the Trustee, (ii) appointing and removing
members  of  the  Committee, (iii) appointing  and  removing  any
Investment  Manager,  as  defined  in  the  Trust,  (iv)   making
contributions  provided for under Article III,  (v)  amending  or
terminating,  in  whole or in part, the Plan or the  Trust,  (vi)
approving the amount of Employer Contributions to be made to  the
Plan  and  (vii)  acting  on  a matter  referred  to  it  by  the
Committee.

10.3      Committee.

           The  Company  will  designate and name  members  of  a
Committee  and fix the number of its members from  time  to  time
which  shall have authority to administer the Plan on  behalf  of
the  Company.  Committee members shall serve at the  pleasure  of
the Company's Board of Directors.

           The  Committee shall have the full power to administer
the  Plan  and  may act for and on behalf of the Company  in  all
matters,  discretionary or otherwise, under the Plan,  and  shall
take  such  actions  as are necessary to carry  out  its  duties,
subject  to  the  requirements of ERISA, which  include,  without
limitation, the following:

          A.   To make and enforce such rules and regulations as
it  deems necessary or proper for the administration of the  Plan
or as required to comply with applicable law;

          B.    To  interpret the Plan, including supplying  any
omissions in accordance with the intent of the Plan;

          C.    To decide all questions concerning the Plan  and
the eligibility of any Employee to become a Participant;

          D.    To  determine  the  existence  and  duration  of
approved leave of absences and Disabilities;

          E.    To  compute  the  amount  of  benefits  to   be
distributed  to  any Member or Beneficiary and to  determine  the
person or persons to whom such amounts will be distributed;

          F.   To authorize or deny payment of benefits;

          G.     To   employ  accountants,  actuaries,  agents,
consultants, physicians and attorneys (who may be counsel to  the
Company) as may be needed to assist in administering the Plan;
H.    To  communicate with Employees  regarding  their
participation  and  benefits under the  Plan  and  other  matters
concerning the Plan;

           I.    To  keep  such records and submit such  filings,
elections, applications, tax returns or other documents or  forms
as may be required under the Code, ERISA or by any other law;

           J.   To delegate its powers and duties hereunder;

           K.    To  be  designated agent for  service  of  legal
process
upon the Plan;

           L.   To review bonding and insurance requirements and
agreements;

           M.    To establish and enforce the rules, regulations,
procedures concerning investment policies and investment programs
that it considers desirable;

           N.    To periodically (at least annually) receive  and
evaluate reports of Trustees and Investment Managers;

           O.    To  periodically (at least annually) review  the
performance of the Trustee and Investment Managers;

           P.   To establish any accounts required by the Plan or
Trust;

           Q.    To  report at least annually to the  Company  on
investment performance of the Trust Fund;

           R.    To establish and enforce such rules with respect
to  Participant's (and transactions directed by such  Participant
under  the Plan) who are subject to the provisions of Section  16
of the Securities Exchange Act of 1934 (the "1934 Act") as may be
necessary or desirable to enable such Participant's participation
in  the Plan (and transactions directed by such Participant under
the  Plan)  to qualify for any exemption from Section 16  of  the
1934 Act;

           S.    To  make  and  enforce such rules  as  it  deems
necessary or desirable to prevent violation of the Code, ERISA or
any other law; and

           T.    To  perform any other act or acts  necessary  or
desirable to the performance of its powers and duties hereunder.
10.4      Interpretations and Adjustments.

           The  Committee shall have the discretionary  authority
under the Plan to determine the eligibility for participation and
benefits and to interpret and construe the terms of the Plan  and
Trust.  An interpretation of the Plan or the Trust and a decision
by   the  Committee  on  any  matter  within  its  authority  and
discretion, made in good faith, shall be binding on all  persons,
to  the extent permitted by law.  A misstatement or other mistake
of  fact shall be corrected when it becomes known and the  person
responsible shall make adjustments as they consider equitable and
practicable.   In the event of a conflict between the  provisions
of  the Plan, the Trust or any written action, the provisions  of
the Plan shall control.

10.5      Action of Committee.

           Any  action permitted or required to be taken  by  the
Committee  may be taken by a majority vote of its members  either
by  a  vote at a meeting or in an action in writing signed  by  a
majority of the members of the Committee without a meeting.   All
Committee  members  must be notified of the proposed  action  and
must have an opportunity to vote.  Minutes of all meetings of the
Committee shall be kept by a Secretary appointed by the Committee
members. The Committee may adopt such by-laws and regulations  as
it  deems desirable for the conduct of its affairs.  All  notices
required  or authorized to be given by the Committee must  be  in
writing  and  signed  by  a member or members  of  the  Committee
designated as having authority to execute documents on its behalf
or by persons authorized in writing to act for the Committee.

           In  administering the Plan, the Committee may, to  the
extent   permitted   by   law,  rely   on   tables,   valuations,
certificates,  opinions and reports furnished by any  accountant,
actuaries, agents, consultants, physicians and attorneys employed
by  the Committee or the Company.  In addition, the Committee may
inspect the Employer's books and records to determine any fact in
connection with acts to be performed by it under the Plan.

10.6      Trustee.

           The Trustee shall have the duties and powers set forth
in  the  Trust  Agreement executed between the Employer  and  the
Trustee.

10.7      Indemnification.

           Each  fiduciary (as defined under ERISA  3(21),  other
than a bank or trust company or an insurance company acting as  a
fiduciary) shall be indemnified by the Company (to the extent not
covered by any applicable insurance) and not from the Trust Fund,
against  liabilities, costs and expenses actually and  reasonably
incurred by them, including attorney fees, judgments, fines,  and
amounts paid in settlement (other than amounts paid in settlement
which  the  Company  does not approve), in  connection  with  any
threatened, pending or completed action, suit or proceeding which
such  fiduciary  may be a party to by reason of the  exercise  or
failure  to  exercise by such fiduciary of  any  of  the  powers,
authority, responsibility or discretion provided under  the  Plan
and  the  Trust, or reasonably believed by such fiduciary  to  be
provided  thereunder, and any action taken by such  fiduciary  in
connection with the foregoing if they acted in good faith and  in
a  manner reasonably believed to be in or not opposed to the best
interest  of  the Plan.  This Section 10.7 shall not  apply  with
respect  to  any  action or proceeding if the fiduciary  (i)  had
reasonable  cause to believe that its conduct was unlawful,  (ii)
acted  with  gross negligence or with willful misconduct  in  the
performance  of  its duties or (iii) embezzled or diverted  Trust
Funds  for  its  benefit;  nor will indemnification  be  provided
hereunder  for  a fiduciary for excise taxes imposed  under  Code
4975.

                           ARTICLE XI
                                
                            Amendment
                                
           The  Committee may amend any or all provisions of  the
Plan  and or the Trust Agreement at any time, including,  without
limitation,  to  make any amendments it determines  necessary  or
desirable, with or without retroactive effect, to comply with the
Code,  ERISA, or any other law.  Except as permitted by  law,  no
amendment  may  decrease  a  Participant's  Accrued  Benefit,  or
eliminate  or reduce any benefit or eliminate an optional  method
of  distribution  with  respect to  benefits  attributable  to  a
Participant's service before the adoption of the amendment.

                           ARTICLE XII
                                
            Suspension, Discontinuance or Termination
                                
12.1           Termination or Partial Termination of the Plan.

           The Committee may terminate or partially terminate the
Plan  at  any  time.   If  the Plan is  terminated  or  partially
terminated  without termination of the Trust, the Trust  will  be
continued  until terminated by the Committee or until  all  Trust
assets have been distributed.

           In the event of liquidation of the Trust, the expenses
of  liquidating the Plan and Trust may be paid by the Trust  Fund
if not paid by the Employer.

12.2      Termination of the Trust.

           If the Plan is terminated or partially terminated, the
Trust  may  be terminated by the Committee.  The Trust  Fund  and
each  account under the Trust Fund will be valued as provided  in
Section  8.1  and  allocated as provided  in  Section  8.3.   The
Committee will determine the method and means of distribution and
will  certify  that information to the Trustee.  After  receiving
that  certification  and  after making necessary  adjustments  to
reflect additional earnings, losses and liquidation expenses, the
Trustee will distribute the Trust assets promptly; provided  that
the distribution will not be made before the time the Participant
could  have  withdrawn his Employee Elective Contributions  under
Section 5.4 D.

12.3           Discontinuance of the Plan.

           The  Company expects to continue the Plan indefinitely
but  does  not  assume a contractual obligation to  do  so.   Any
suspension of Employee Elective Contributions will not constitute
a discontinuance of the Plan.  If Employee Elective Contributions
are  suspended or discontinued, the Trust will be continued until
terminated by the Committee or until all Trust assets  have  been
distributed.

                          ARTICLE XIII

                             General
                                
13.1      Severability.

           If  any provision of the Plan is held by any court  or
tribunal,  board  or  authority of competent jurisdiction  to  be
illegal, unenforceable or in conflict with the Code, ERISA or any
other  law, such invalidation shall not affect any of the  Plan's
other provisions, and the Plan shall be construed and enforced as
if such provisions had not been included.

13.2      Merger of Plans.

           No  merger  or  consolidation of  the  Plan,  with  or
transfer of assets or liabilities of the Plan to, any other  plan
or  trust  fund  established for the benefit of the  Participants
shall  occur unless the Participants in the Plan are entitled  to
receive  benefits immediately after the merger, consolidation  or
transfer  which  are equal to or greater than the  benefits  they
would  have  been  entitled  to receive  immediately  before  the
merger,  consolidation or transfer, and the plan and  trust  that
are being merged with the Plan and Trust are qualified under Code
401(a) and 501(a).

13.3      Plan Not a Contract of Employment.

           Nothing contained in the Plan shall be construed as  a
contract  of employment between the Employer and any Employee  or
as  a right of any Employee to be continued in the employment  of
the  Employer or as a limitation of the right of the Employer  to
discharge any of its Employees, with or without cause.
13.4      Successor Employer.

           In the event of the dissolution, merger, consolidation
or reorganization of the Employer, provision may be made by which
the  Plan and Trust will be continued by the successor,  and,  in
such  event, such successor shall be substituted for the Employer
under   the  Plan.   The  substitution  of  the  successor  shall
constitute an assumption of Plan liabilities by the successor and
the   successor  shall  have  all  of  the  powers,  duties   and
responsibilities of the Employer under the Plan.

13.5      Expenses.

          The Company may, but shall not be obligated to, pay all
the  expenses of administering the Plan, including the  Trustee's
compensation  and  expenses,  any  investment  fees  (except  for
brokerage  fees  and  commissions) incurred  by  the  Trust,  the
Committee's  expenses  and  any other expenses  incurred  at  the
direction  of the Committee.  Any such expenses not paid  by  the
Company  shall  be paid out of the Trust Fund.   The  Trust  Fund
shall pay all brokerage fees and commissions.

13.6      Governing Law.

           The Plan and Trust will be construed, administered and
enforced in accordance to the laws of the State of Ohio,  to  the
extent  that such laws are not inconsistent with or preempted  by
ERISA.

13.7      Construction.

          If the Plan and Trust contains contradictory clauses or
if  there  appears to be a conflict between its  provisions,  the
following rules of construction will apply:

           A.   The interpretation that favors the Plan and Trust
as  a tax favored qualified employee benefit plan and permits the
deduction  of  Employer  Contributions  for  federal  income  tax
purposes  will prevail over any interpretation that might  render
the Plan and Trust taxable or prevent such deduction.

            B.     Subject  to  Subsection  A  above,  the  rules
established  under  the  laws  of  the  State  of  Ohio  for  the
construction of like instruments will apply.

13.8      Limitation of Rights.

          Neither the establishment of the Plan or Trust, nor any
amendment thereto, nor the creation of any Trust Fund Account, or
the  payment of any benefit, will be construed as giving  to  any
Participant or other person any legal or equitable right  against
the   Employer,  Committee,  Trustees,  Plan  or   Trust.    Each
Participant  expressly agrees by participation  herein,  that  he
will look solely to the assets held in his Trust Fund Account for
the  payment of any benefit to which he is entitled to under  the
Plan.
13.9      Headings and Captions.

           The  heading  and  captions herein  are  provided  for
convenience of reference only and are not to be considered in the
construction of the Plan or its provisions.

13.10          Counterparts.

          The Plan may be executed in any number of counterparts,
each of which is an original; all counterparts constitute one and
the   same   instrument;  sufficiently  evidenced  by   any   one
counterpart.

13.11          Qualified Status of the Plan.

           The  Plan and the Trust are intended to qualify  as  a
qualified  employee  benefit plan under Code 401(a)  and  501(a).
The  Plan  and  the Trust Agreement may be modified  and  amended
retroactively,  if necessary, to qualify under  Code  401(a)  and
501(a).
Exhibit 23

We  hereby  consent  to the incorporation by  reference  in  this
Registration  Statement on Form S-8 of our report  dated  January
18,  1995, which appears on page 27 of the 1994 Annual Report  to
Shareholders  of DPL Inc., which is incorporated by reference  in
DPL Inc.'s Annual Report on Form 10-K for the year ended December
31,  1994.  We also consent to the incorporation by reference  of
our report on the Financial Statement Schedule, which appears  on
page II-2 of such Annual Report on Form 10-K.  We also consent to
the  incorporation by reference in the Registration Statement  of
our  report dated June 12, 1995 appearing on page 2 of the Annual
Report  of  the Dayton Power and Light Employee Savings  Plan  on
Form 11-K for the year ended December 31, 1994.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
Dayton, Ohio
September 29, 1995