<PAGE>
                                          Registration No. 333-
==============================================================================
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 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 or other jurisdiction of     (I.R.S. Employer Identification No.)
 incorporation or organization)


        Courthouse Plaza S.W.
           Dayton, Ohio                            45402
(Address of principal executive offices)         (Zip Code)

                             DPL Inc.
                         Stock Option Plan
                      (Full title of the plan)

                      Stephen F. Koziar, Jr.
              Group Vice President and General Counsel
                             DPL Inc.
                       Courthouse Plaza S.W.
                        Dayton, Ohio  45402
               (Name and address of agent for service)

                           (937) 224-6000
    (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE

                                         Proposed          Proposed
Title of securities  Amount to be    maximum offering  maximum aggregate      Amount of
 to be registered     registered      price per share   offering price    registration fee
-------------------  ------------    ----------------  -----------------  ----------------
<S>                 <C>                  <C>             <C>                <C>
Common Shares,
$0.01 par value     6,625,000 shares     $21.00          $139,125,000       $36,729.00


Common Shares,
$0.01 par value       125,000 shares     $23.00          $  2,875,000       $   759.00

Common Shares,
$0.01 par value     1,250,000 shares     $23.0625 (1)    $ 28,828,125 (1)   $ 7,610.63 (1)
                    ---------                            ------------       ----------
Total               8,000,000 shares                     $170,828,125       $45,098.63

</TABLE>

(1)  Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
1933 and calculated upon the basis of the average of the high and low
prices reported on the New York Stock Exchange on June 22, 2000.
==============================================================================
<PAGE>
                             PART I

   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

Item 2.   Registrant Information and Employee Plan Annual Information.

     The information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this registration statement
in accordance with Rule 428 and the Note to Part I of Form S-8.

                             PART II

   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by DPL Inc. (the "Company") with
the Securities and Exchange Commission are incorporated by reference
in this registration statement:

     1.  The Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1999.

     2.  The Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 2000.

     3.  The Company's Report on Form 8-K dated June 7, 2000.

     4.  The description of the Common Shares of the Company
     contained in the Company's Registration Statement on Form 8-B
     filed under the Securities Exchange Act of 1934 and any
     amendment or report filed for the purpose of updating such
     description.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded
shall not...

                                2

<PAGE>
 ...be deemed, except as so modified or superseded, to constitute a
part of this registration statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The legality of the Common Shares offered pursuant to the
DPL Inc. Stock Option Plan is being passed upon for the Company
by Stephen F. Koziar, Jr., Group Vice President and General
Counsel of the Company.  Mr. Koziar owns 15,021 Common Shares and
holds an option to purchase 495,000 Common Shares granted under
the DPL Inc. Stock Option Plan.

Item 6.   Indemnification of Directors and Officers.

     Article VII of the Code of Regulations of the Company provides
for indemnification of directors, officers, employees or agents of
the Company, or individuals who serve at the request of the Company
in such capacities for other entities, against any and all losses,
liabilities, damages, expenses, judgments, fines and settlements
incurred by them in connection with claims and/or litigation arising
out of their service.  Article VII provides that indemnification
shall be available to the full extent permitted by law including,
without limitation, Section 1701.13(E) of the Ohio Revised Code.

     Under Ohio law, the liabilities against which a director and
officer may be indemnified and factors employed to determine
whether a director and officer is entitled to indemnification in
a particular instance depend on whether the proceeding in which
the claim for indemnification arises was brought (a) other than
by and in the right of the corporation ("Category A Proceedings")
or (b) by and in the right of the corporation ("Category B
Proceedings").

     In Category A Proceedings, a corporation may indemnify each
director and officer against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened or
actual proceeding in which he may be involved by reason of his
having acted in such capacity, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal
action or proceeding, he had no reasonable cause to believe that
his conduct was unlawful.

     In Category B Proceedings, a corporation may indemnify each
director and officer against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the
defense or settlement of any such proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not...

                                3

<PAGE>
 ...opposed to the best interests of the corporation, except that no
indemnification is permitted with respect to (i) any matter as to
which such person has been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation
unless a court determines such person is entitled to indemnification;
or (ii) any matter in which the only liability asserted against a
director or officer relates to an unlawful loan, dividend,
distribution of assets or purchase or redemption of shares.

     Unless indemnification is ordered by a court, the determination
as to whether or not an individual has satisfied the applicable
standards of conduct (and therefore may be indemnified) is made by
the corporation by a majority vote of a quorum consisting of
directors of the corporation who were not parties to the action;
or if such a quorum is not obtainable, or if a majority vote of a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or by the shareholders of the
corporation; or by the court in which such action was brought.

     Article VII does not limit in any way other indemnification
rights to which those seeking indemnification may be entitled.
Ohio law requires indemnification against expenses where a
director or officer is successful on the merits or otherwise in
defense of any action.  Consistent with Ohio law, Article VII
provides that expenses incurred by a director or officer in
defending any action may be paid by the Company in advance of
final disposition, upon receipt of an undertaking to repay such
amount unless it is ultimately determined that he is entitled to
indemnification pursuant to Article VII.

     The Company maintains insurance policies covering its
officers and directors against certain civil liabilities,
including liabilities under the Securities Act of 1933.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     See Exhibit Index on page 9.

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

                                4
<PAGE>
           (i)  to include any prospectus required by section
10(a)(3) of the Securities Act of 1933.

           (ii)  to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change  in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.

           (iii)  to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.

     (2)  That, for the purpose of determining any liability
under the Securities Act  of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration...

                                5

<PAGE>
 ...statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.



                                6
<PAGE>
                           SIGNATURES

     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 June 22, 2000.


                                   DPL INC.

                                   /s/ Allen M. Hill
                                   -----------------------
                                   By: Allen M. Hill
                                       President and Chief
                                       Executive Officer

                       POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints A.M. Hill and S.
F. Koziar, Jr. 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.



/s/ T.J. Danis           Director                 June 22, 2000
------------------
(T.J. Danis)


/s/ J.F. Dicke           Director                 June 22, 2000
------------------
(J.F. Dicke, II)


                                7
<PAGE>

/s/ P.H. Forster         Chairman and Director    June 22, 2000
------------------
(P.H. Forster)


/s/ E. Green             Director                 June 22, 2000
------------------
(E. Green)


/s/ J.G. Haley           Director                 June 22, 2000
------------------
(J.G. Haley)


/s/ A.M. Hill            President, Chief         June 22, 2000
------------------       Executive Officer and
(A.M. Hill)              Director (principal
                         executive officer)


                         Director                 June __, 2000
------------------
(W A. Hillenbrand)


/s/ D.R. Holmes          Director                 June 22, 2000
------------------
(D.R. Holmes)


/s/ R.M. Lempke          Vice President and       June 22, 2000
------------------       Chief Financial Officer
(R.M.Lempke)             (principal financial
                         officer)


/s/ E.M. McCarthy        Vice President           June 22, 2000
------------------         and Chief Accounting
(E.M. McCarthy)          Officer (principal
                         accounting officer)



/s/ B.R. Roberts         Director                 June 22, 2000
------------------
(B.R. Roberts)



                         Director                 June __, 2000
------------------
(G.R. Roberts)



                         Director                 June __, 2000
------------------
(S.M. Stuart)

                                8
<PAGE>

                          EXHIBIT INDEX

Exhibit
-------

  4.1     Rights Agreement dated as of December 3, 1991 between
          the registrant and The First National Bank of Boston,
          as Rights Agent (incorporated by reference to Exhibit 4
          to Form 8-K dated December 3, 1991, File No. 1-9052)

  4.2     Amendment No. 1 to Rights Agreement dated as of
          February 1, 2000 between the registrant and Fleet
          National Bank (f/k/a BankBoston, N.A., f/k/a The First
          National Bank of Boston), as Rights Agent (incorporated
          by reference to Exhibit 1 to Form 8-A/A dated March 21,
          2000, File No. 1-9052)

  5.1     Opinion of S.F. Koziar, Jr.

 23.1     Consent of S.F. Koziar, Jr. (included in Exhibit 5.1)

 23.2     Consent of PricewaterhouseCoopers LLP

 24       Powers of Attorney (set forth in signature page of
          registration statement)

                                9
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "DPL INC. SEC FORM S-8", "secsgml_size_bytes": 18570}]
{"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": "333-39982", "film-number": "659835"}, "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"}}
Registration No. 333-
==============================================================================
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 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 or other jurisdiction of     (I.R.S. Employer Identification No.)
 incorporation or organization)

        Courthouse Plaza S.W.
           Dayton, Ohio                            45402
(Address of principal executive offices)         (Zip Code)

                             DPL Inc.
                         Stock Option Plan
                      (Full title of the plan)

                      Stephen F. Koziar, Jr.
              Group Vice President and General Counsel
                             DPL Inc.
                       Courthouse Plaza S.W.
                        Dayton, Ohio  45402
               (Name and address of agent for service)

                           (937) 224-6000
    (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                         Proposed          Proposed
Title of securities  Amount to be    maximum offering  maximum aggregate      Amount of
 to be registered     registered      price per share   offering price    registration fee
-------------------  ------------    ----------------  -----------------  ----------------
Common Shares,
$0.01 par value     6,625,000 shares     $21.00          $139,125,000       $36,729.00

Common Shares,
$0.01 par value       125,000 shares     $23.00          $  2,875,000       $   759.00

Common Shares,
$0.01 par value     1,250,000 shares     $23.0625 (1)    $ 28,828,125 (1)   $ 7,610.63 (1)
                    ---------                            ------------       ----------
Total               8,000,000 shares                     $170,828,125       $45,098.63
(1)  Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
1933 and calculated upon the basis of the average of the high and low
prices reported on the New York Stock Exchange on June 22, 2000.
==============================================================================
PART I

   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

Item 2.   Registrant Information and Employee Plan Annual Information.

     The information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this registration statement
in accordance with Rule 428 and the Note to Part I of Form S-8.

                             PART II

   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by DPL Inc. (the "Company") with
the Securities and Exchange Commission are incorporated by reference
in this registration statement:

     1.  The Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1999.

     2.  The Company's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 2000.

     3.  The Company's Report on Form 8-K dated June 7, 2000.

     4.  The description of the Common Shares of the Company
     contained in the Company's Registration Statement on Form 8-B
     filed under the Securities Exchange Act of 1934 and any
     amendment or report filed for the purpose of updating such
     description.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded
shall not...

                                2
...be deemed, except as so modified or superseded, to constitute a
part of this registration statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The legality of the Common Shares offered pursuant to the
DPL Inc. Stock Option Plan is being passed upon for the Company
by Stephen F. Koziar, Jr., Group Vice President and General
Counsel of the Company.  Mr. Koziar owns 15,021 Common Shares and
holds an option to purchase 495,000 Common Shares granted under
the DPL Inc. Stock Option Plan.

Item 6.   Indemnification of Directors and Officers.

     Article VII of the Code of Regulations of the Company provides
for indemnification of directors, officers, employees or agents of
the Company, or individuals who serve at the request of the Company
in such capacities for other entities, against any and all losses,
liabilities, damages, expenses, judgments, fines and settlements
incurred by them in connection with claims and/or litigation arising
out of their service.  Article VII provides that indemnification
shall be available to the full extent permitted by law including,
without limitation, Section 1701.13(E) of the Ohio Revised Code.

     Under Ohio law, the liabilities against which a director and
officer may be indemnified and factors employed to determine
whether a director and officer is entitled to indemnification in
a particular instance depend on whether the proceeding in which
the claim for indemnification arises was brought (a) other than
by and in the right of the corporation ("Category A Proceedings")
or (b) by and in the right of the corporation ("Category B
Proceedings").

     In Category A Proceedings, a corporation may indemnify each
director and officer against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened or
actual proceeding in which he may be involved by reason of his
having acted in such capacity, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal
action or proceeding, he had no reasonable cause to believe that
his conduct was unlawful.

     In Category B Proceedings, a corporation may indemnify each
director and officer against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the
defense or settlement of any such proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not...

                                3
...opposed to the best interests of the corporation, except that no
indemnification is permitted with respect to (i) any matter as to
which such person has been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation
unless a court determines such person is entitled to indemnification;
or (ii) any matter in which the only liability asserted against a
director or officer relates to an unlawful loan, dividend,
distribution of assets or purchase or redemption of shares.

     Unless indemnification is ordered by a court, the determination
as to whether or not an individual has satisfied the applicable
standards of conduct (and therefore may be indemnified) is made by
the corporation by a majority vote of a quorum consisting of
directors of the corporation who were not parties to the action;
or if such a quorum is not obtainable, or if a majority vote of a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or by the shareholders of the
corporation; or by the court in which such action was brought.

     Article VII does not limit in any way other indemnification
rights to which those seeking indemnification may be entitled.
Ohio law requires indemnification against expenses where a
director or officer is successful on the merits or otherwise in
defense of any action.  Consistent with Ohio law, Article VII
provides that expenses incurred by a director or officer in
defending any action may be paid by the Company in advance of
final disposition, upon receipt of an undertaking to repay such
amount unless it is ultimately determined that he is entitled to
indemnification pursuant to Article VII.

     The Company maintains insurance policies covering its
officers and directors against certain civil liabilities,
including liabilities under the Securities Act of 1933.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     See Exhibit Index on page 9.

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

                                4
(i)  to include any prospectus required by section
10(a)(3) of the Securities Act of 1933.

           (ii)  to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change  in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.

           (iii)  to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.

     (2)  That, for the purpose of determining any liability
under the Securities Act  of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration...

                                5
...statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                6
SIGNATURES

     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 June 22, 2000.

                                   DPL INC.

                                   /s/ Allen M. Hill
                                   -----------------------
                                   By: Allen M. Hill
                                       President and Chief
                                       Executive Officer

                       POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints A.M. Hill and S.
F. Koziar, Jr. 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.

/s/ T.J. Danis           Director                 June 22, 2000
------------------
(T.J. Danis)

/s/ J.F. Dicke           Director                 June 22, 2000
------------------
(J.F. Dicke, II)

                                7
/s/ P.H. Forster         Chairman and Director    June 22, 2000
------------------
(P.H. Forster)

/s/ E. Green             Director                 June 22, 2000
------------------
(E. Green)

/s/ J.G. Haley           Director                 June 22, 2000
------------------
(J.G. Haley)

/s/ A.M. Hill            President, Chief         June 22, 2000
------------------       Executive Officer and
(A.M. Hill)              Director (principal
                         executive officer)

                         Director                 June __, 2000
------------------
(W A. Hillenbrand)

/s/ D.R. Holmes          Director                 June 22, 2000
------------------
(D.R. Holmes)

/s/ R.M. Lempke          Vice President and       June 22, 2000
------------------       Chief Financial Officer
(R.M.Lempke)             (principal financial
                         officer)

/s/ E.M. McCarthy        Vice President           June 22, 2000
------------------         and Chief Accounting
(E.M. McCarthy)          Officer (principal
                         accounting officer)

/s/ B.R. Roberts         Director                 June 22, 2000
------------------
(B.R. Roberts)

                         Director                 June __, 2000
------------------
(G.R. Roberts)

                         Director                 June __, 2000
------------------
(S.M. Stuart)

                                8
EXHIBIT INDEX

Exhibit
-------

  4.1     Rights Agreement dated as of December 3, 1991 between
          the registrant and The First National Bank of Boston,
          as Rights Agent (incorporated by reference to Exhibit 4
          to Form 8-K dated December 3, 1991, File No. 1-9052)

  4.2     Amendment No. 1 to Rights Agreement dated as of
          February 1, 2000 between the registrant and Fleet
          National Bank (f/k/a BankBoston, N.A., f/k/a The First
          National Bank of Boston), as Rights Agent (incorporated
          by reference to Exhibit 1 to Form 8-A/A dated March 21,
          2000, File No. 1-9052)

  5.1     Opinion of S.F. Koziar, Jr.

 23.1     Consent of S.F. Koziar, Jr. (included in Exhibit 5.1)

 23.2     Consent of PricewaterhouseCoopers LLP

 24       Powers of Attorney (set forth in signature page of
          registration statement)

                                9