<PAGE>
           UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-Q


     (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended June 30, 2000

                                  OR

     ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ________ to ________

                    Commission File Number  1-2385
                                            ------

                  THE DAYTON POWER AND LIGHT COMPANY
        (Exact name of registrant as specified in its charter)

           OHIO                                  31-0258470
-------------------------------     ------------------------------------
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
incorporation or organization)

                     Courthouse Plaza Southwest
                        Dayton, Ohio  45402
              (Address of principal executive offices)

                           (937) 224-6000
          (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

 YES  X     NO
     ---       ---
The registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this form with
the reduced disclosure format.

Indicate the number of shares of the issuer's classes of common stock,
as of the latest practicable date.

 Common Stock, $.01 par value                 41,172,173 Shares
--------------------------------       ------------------------------
    (Title of each class)              (Outstanding at June 30, 2000)




<PAGE>
                  THE DAYTON POWER AND LIGHT COMPANY

                                 INDEX


                                                               Page No.
                                                               --------
Part I.  Financial Information

     Item 1.  Financial Statements

          Consolidated Statement of Results of Operations          1

          Consolidated Statement of Cash Flows                     2

          Consolidated Balance Sheet                               3

          Consolidated Statement of Shareholder's Equity           5

          Notes to Consolidated Financial Statements               6

          Operating Statistics                                     8

     Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations                10

     Item 3.  Quantitative and Qualitative Disclosures about
               Market Risk                                        12


Part II.  Other Information                                       13

     Signatures                                                   14









                                   i
<PAGE>
            CONSOLIDATED STATEMENT OF RESULTS OF OPERATIONS

                  The Dayton Power and Light Company



                                        Three Months Ended   Six Months Ended
                                              June 30            June 30
                                        ------------------   ----------------
                                           2000     1999       2000     1999
                                           ----     ----       ----     ----
                                            --millions--       --millions--
Revenues
--------
Utility Service Revenues--
  Electric                               $262.8   $248.2     $522.3   $508.6
  Gas                                      31.1     29.0      132.6    131.5
                                         ------   ------     ------   ------
     Total Utility Service Revenues       293.9    277.2      654.9    640.1

Expenses
--------
Fuel and purchased power                   67.1     60.9      124.9    122.1
Gas purchased for resale                   17.5     14.2       85.2     80.2
Operation and maintenance                  49.8     48.9       96.3     85.6
Depreciation and amortization              34.4     32.1       67.9     64.7
Amortization of regulatory assets, net      6.3      5.9       13.2     12.3
General taxes                              31.3     34.1       65.7     68.3
                                         ------   ------     ------   ------
     Total Expenses                       206.4    196.1      453.2    433.2
                                         ------   ------     ------   ------
Operating Income                           87.5     81.1      201.7    206.9

Other Income (Deductions)
-------------------------
Investment income                           2.7      2.7        4.4     16.9
Other income (deductions)                  (0.9)    (4.4)     (10.2)    (3.7)
Interest expense                          (15.8)   (21.2)     (34.3)   (45.6)
                                         ------   ------     ------   ------
Income Before Income Taxes                 73.5     58.2      161.6    174.5

Income taxes                               26.4     21.3       58.4     65.8
                                         ------   ------     ------   ------
Net Income                                 47.1     36.9      103.2    108.7

Preferred dividends                         0.2      0.2        0.4      0.4
                                         ------   ------     ------   ------
Earnings on Common Stock                 $ 46.9   $ 36.7     $102.8   $108.3
                                         ======   ======     ======   ======

See Notes to Consolidated Financial Statements.
These interim statements are unaudited.



                                  -1-
<PAGE>
                 CONSOLIDATED STATEMENT OF CASH FLOWS

                  The Dayton Power and Light Company


                                                     Six Months Ended
                                                         June 30
                                                     ----------------
                                                      2000      1999
                                                      ----      ----
                                                       --millions--
Operating Activities
--------------------
Cash received from utility customers                $681.4    $647.8
Other operating cash receipts                         10.8       9.5
Cash paid for:
  Fuel and purchased power                          (116.5)   (116.7)
  Purchased gas                                      (74.2)    (88.2)
  Operation and maintenance labor                    (41.7)    (38.4)
  Nonlabor operating expenditures                   (108.9)    (59.0)
  Interest                                           (32.1)    (46.7)
  Income taxes                                       (63.7)    (57.1)
  Property, excise and payroll taxes                 (83.0)    (77.9)
                                                    ------    ------
Net cash provided by operating activities            172.1     173.3

Investing Activities
--------------------
Capital expenditures                                 (50.7)    (42.3)
Purchases of available-for-sale financial assets       -      (111.6)
Sales of available-for-sale financial assets           -        51.5
                                                    ------    ------
Net cash used for investing activities               (50.7)   (102.4)

Financing Activities
--------------------
Dividends paid on common stock                      (102.5)    (55.8)
Retirement of short-term debt                       (111.1)    (12.9)
Parent company capital contribution                    -       245.0
Retirement of long-term debt                          (0.4)   (237.6)
Dividends paid on preferred stock                     (0.4)     (0.4)
                                                    ------    ------
Net cash used for financing activities              (214.4)    (61.7)

Cash and temporary cash investments--
-----------------------------------
Net change                                           (93.0)      9.2
Balance at beginning of period                        95.5       1.9
                                                    ------    ------
Balance at end of period                            $  2.5    $ 11.1
                                                    ======    ======

See Notes to Consolidated Financial Statements.
These interim statements are unaudited.

                                  -2-
<PAGE>
                      CONSOLIDATED BALANCE SHEET

                  The Dayton Power and Light Company



                                                     At           At
                                                  June 30,    December 31,
                                                    2000         1999
                                                  --------    ------------
                                                       --millions--

ASSETS
------
Property
--------
Electric property                                $3,427.8      $3,384.1
Gas property                                        333.3         330.6
Other property                                       61.4          58.9
                                                 --------      --------
  Total property                                  3,822.5       3,773.6

Less--
  Accumulated depreciation and amortization      (1,669.6)     (1,602.6)
                                                 --------      --------
     Net property                                 2,152.9       2,171.0
                                                 --------      --------
Current Assets
--------------
Cash and temporary cash investments                   2.5          95.5
Accounts receivable, less provision for
 uncollectible accounts of $2.3 and $4.3,
 respectively                                       181.2         206.6
Inventories, at average cost                         64.3          92.9
Taxes applicable to subsequent years                 72.6          94.6
Other                                                46.8          66.9
                                                 --------      --------
  Total current assets                              367.4         556.5
                                                 --------      --------
Other Assets
------------
Income taxes recoverable through future revenues    162.6         168.5
Other regulatory assets                              38.1          53.3
Other assets                                        219.0         204.2
                                                 --------      --------
  Total other assets                                419.7         426.0
                                                 --------      --------
Total Assets                                     $2,940.0      $3,153.5
                                                 ========      ========

See Notes to Consolidated Financial Statements.
These interim statements are unaudited.




                                  -3-
<PAGE>
                      CONSOLIDATED BALANCE SHEET
                             (continued)
                   The Dayton Power and Light Company



                                                   At           At
                                                June 30,    December 31,
                                                  2000         1999
                                                --------    ------------
                                                     --millions--
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization
--------------
Common shareholder's equity--
  Common stock                                $    0.4     $    0.4
  Other paid-in capital                          769.8        769.7
  Accumulated other comprehensive income          20.3         13.6
  Earnings reinvested in the business            514.2        513.9
                                              --------     --------
     Total common shareholder's equity         1,304.7      1,297.6

Preferred stock                                   22.9         22.9
Long-term debt                                   660.9        661.2
                                              --------     --------
     Total capitalization                      1,988.5      1,981.7
                                              --------     --------
Current Liabilities
-------------------
Accounts payable                                  76.5        126.2
Accrued taxes                                    107.4        164.2
Accrued interest                                  19.8         19.7
Short-term debt                                   12.0        123.1
Current deferred income tax                       30.2          9.9
Other                                             25.1         51.0
                                              --------     --------
     Total current liabilities                   271.0        494.1
                                              --------     --------
Deferred Credits and Other
--------------------------
Deferred taxes                                   441.5        453.9
Unamortized investment tax credit                 64.8         66.3
Deferred compensation                            101.2         97.2
Other                                             73.0         60.3
                                              --------     --------
     Total deferred credits and other            680.5        677.7
                                              --------     --------
Total Capitalization and Liabilities          $2,940.0     $3,153.5
                                              ========     ========

See Notes to Consolidated Financial Statements.
These interim statements are unaudited.


                                  -4-
<PAGE>
<TABLE>
<CAPTION>
            CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY

                  The Dayton Power and Light Company

                Six Months Ended June 30, 2000 and 1999


                             Common Shares               Accum.  Earnings
                          -------------------  Other     Other   Reinvested
                          Outstanding          Paid-In   Comp.   in the
$ in millions               Shares     Amount  Capital   Income  Business   Total
-----------------------------------------------------------------------------------
<S>                        <C>          <C>    <C>        <C>    <C>      <C>
2000:
Beginning balance          41,172,173   $0.4   $  769.7   $13.6  $513.9   $1,297.6

Net income                                                        103.2
Unrealized gains, net
 of reclassification
 adjustments, after tax                                     6.7
Total comprehensive income                                                   109.9
Common stock dividends                                           (102.5)    (102.5)
Preferred stock dividends                                          (0.4)      (0.4)
Other                                               0.1                        0.1
----------------------------------------------------------------------------------
Ending balance             41,172,173   $0.4   $  769.8   $20.3  $514.2   $1,304.7
==================================================================================

1999:
Beginning balance          41,172,173   $0.4   $  788.2   $33.6  $450.8   $1,273.0

Net income                                                        108.7
Unrealized gains,net
 of reclassification
 adjustments, after tax                                     3.2
Total comprehensive income                                                   111.9
Common stock dividends                                            (81.9)     (81.9)
Preferred stock dividends                                          (0.4)      (0.4)
Parent company capital
 contribution                                     245.0                      245.0
Other                                               0.1            (0.1)
----------------------------------------------------------------------------------
Ending balance             41,172,173   $0.4   $1,033.3   $36.8  $477.1   $1,547.6
==================================================================================

</TABLE>


See Notes to Consolidated Financial Statements.
These interim statements are unaudited.












                                  -5-
<PAGE>
             Notes to Consolidated Financial Statements


1.   The Dayton Power and Light Company ("the Company") has prepared
the consolidated financial statements in this report without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC").  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations.  These consolidated financial
statements should be read in conjunction with the consolidated
financial statements and notes thereto in the Company's 1999 Annual
Report on Form 10-K.

2.   Reclassifications have been made in certain prior years' amounts
to conform to the current reporting presentation of the Company.

     In the opinion of management, the information included in this
Form 10-Q reflects all adjustments that are necessary for a fair
statement of the results of operations for the periods presented.  Any
adjustments are of a normal recurring nature.

3.   Costs associated with all planned major repair and maintenance
activities, primarily power plant outages, are recognized at the time
the work is performed.  Outage costs include labor, materials and
supplies, and outside services required to maintain company equipment
and facilities.  These costs are either capitalized or expensed based
on Company defined criteria, identifying specific units of property to
be capitalized.

4.   Business Segment Reporting

     The Company provides energy services to its customers within a
6,000 square mile territory.  The Company sells and distributes
electricity and natural gas to residential, commercial, industrial and
governmental customers.  As a result of legislation that will give
electric utility customers a choice of energy providers starting
January 1, 2001, the Company has begun aligning its business units.
For purposes of the segment disclosure required by the FASB Statement
No. 131, "Disclosure About Segments of an Enterprise and Related
Information," the Company's results are classified into two segments,
electric and natural gas.













                                  -6-
<PAGE>
SEGMENT INFORMATION
                                    For the three months   For the six months
                                        ended June 30,       ended June 30,
                                    --------------------   ------------------
$ in millions                         2000      1999         2000      1999
-----------------------------------------------------------------------------
                                       $         $            $         $

ELECTRIC
--------
Revenues from external customers     262.8     248.2        522.3     508.6
Intersegment revenues                  -         0.6          -         1.3
Earnings before interest and taxes    93.4      79.3        189.3     181.1


NATURAL GAS
-----------
Revenues from external customers      31.1      29.0        132.6     131.5
Intersegment revenues                  0.7       1.0          1.2       1.8
Earnings before interest and taxes     -         2.8         20.2      26.6


TOTAL
-----
Revenues from external customers     293.9     277.2        654.9     640.1
Intersegment revenues                  0.7       1.6          1.2       3.1
Earnings before interest and taxes    93.4      82.1        209.5     207.7


Profit or Loss Reconciliation (a)
---------------------------------
Total earnings before interest
 and taxes                            93.4      82.1        209.5     207.7
Unallocated corporate expenses        (5.9)     (1.0)        (7.8)     (0.8)
Investment income                      2.7       2.7          4.4      16.9
Other income and deductions           (0.9)     (4.4)       (10.2)     (3.7)
Interest expense                     (15.8)    (21.2)       (34.3)    (45.6)
                                     -----     -----        -----     -----
  Income before income taxes          73.5      58.2        161.6     174.5


(a) For categories not reconciled above, segment totals equal
    consolidated totals.


















                                  -7-
<PAGE>
                         OPERATING STATISTICS

                  The Dayton Power and Light Company



                                          Three Months Ended  Six Months Ended
                                               June 30            June 30
                                           ------------------ ----------------
                                             2000     1999       2000     1999
                                             ----     ----       ----     ----
Electric
--------
Sales (millions of kWh)--
  Residential                               1,008      943      2,348    2,357
  Commercial                                  881      852      1,706    1,650
  Industrial                                1,265    1,316      2,423    2,439
  Other                                     1,087      936      1,959    1,844
                                          -------  -------    -------  -------
     Total                                  4,241    4,047      8,436    8,290

Revenues (thousands of dollars)--
  Residential                              92,406   87,960    203,274  202,061
  Commercial                               60,902   59,479    117,929  114,728
  Industrial                               61,537   62,928    117,024  117,711
  Other                                    47,961   37,831     84,082   74,124
                                          -------  -------    -------  -------
     Total                                262,806  248,198    522,309  508,624

Other Electric Statistics--
 Average price per kWh-retail and
  wholesale customers (cents)                6.11     6.05       6.11     6.05
 Fuel cost per net kWh generated (cents)     1.18     1.28       1.18     1.27
 Electric customers at end of period      496,559  491,568    496,559  491,568
 Average kWh use per residential customer   2,279    2,150      5,307    5,373
 Peak demand-maximum one hour
  use (MW), (net)                           2,717    2,968      2,717    2,968

















                                  -8-
<PAGE>
                         OPERATING STATISTICS
                              (continued)
                  The Dayton Power and Light Company



                                         Three Months Ended   Six Months Ended
                                              June 30              June 30
                                         ------------------   ----------------
                                           2000     1999        2000     1999
                                           ----     ----        ----     ----
Gas
---
Sales (millions of MCF)--
  Residential                             3,035    2,474      14,669   15,662
  Commercial                                859      918       4,413    4,865
  Industrial                                534      233       1,600    1,470
  Other                                     141      143         611      816
  Transportation gas delivered            4,141    3,806      11,034   10,319
                                        -------  -------     -------  -------
     Total                                8,710    7,574      32,327   33,132

Revenues (thousands of dollars)--
  Residential                            19,379   17,281      86,607   85,896
  Commercial                              5,100    5,053      24,757   24,675
  Industrial                              2,503    1,218       8,158    7,045
  Other                                   4,161    5,466      13,101   13,915
                                        -------  -------     -------  -------
     Total                               31,143   29,018     132,623  131,531

Other Gas Statistics--
 Average price per MCF-retail              6.08     6.44        5.77     5.33
  customers (dollars)
 Gas customers at end of period         309,486  305,145     309,486  305,145

Degree Days (based on calendar month)--

  Heating                                   522      455       3,128    3,298
  Cooling                                   285      313         285      313


















                                  -9-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations.
        -----------------------------------------------------------

     This report contains certain forward-looking statements regarding
plans and expectations for the future.  Investors are cautioned that
actual outcomes and results may vary materially from those projected
due to various factors beyond the Company's control, including
abnormal weather, unusual maintenance or repair requirements, changes
in fuel costs, increased competition, regulatory changes and
decisions, changes in accounting rules and adverse economic
conditions.

     The Company's earnings on common stock for the second quarter of
2000 were $46.9 million, up 28% from $36.7 million earned in the
second quarter a year ago.  Earnings were $102.8 million year-to-date,
5% lower than the earnings of $108.3 million for the same period in
1999.

     The earnings increase compared to the second quarter of last year
is primarily attributable to increased revenue and decreased general
taxes and interest expense, partially offset by increased depreciation
expense and higher income taxes.  The earnings reduction for the first
half of 2000 compared to last year is primarily due to increased
operation and maintenance expenses and decreased investment income,
partially offset by increased revenues.

Financial Condition
-------------------
     At June 30, 2000, the Company's cash and temporary cash
investment balance was $2.5 million.

     DPL Inc. and its subsidiaries have $300 million available through
Revolving Credit Agreements ("Credit Agreements").  At June 30, 2000,
DPL Inc. had no borrowings outstanding under these Credit Agreements.
DPL Inc. also has $15 million available in a short-term informal line
of credit.  At June 30, 2000, DPL Inc. had no borrowings outstanding
from this line.  The Company has $75 million available in short-term
informal lines of credit.  At June 30, 2000, the Company had no
borrowings outstanding under these informal lines and $12 million in
commercial paper outstanding.

     The Company currently has sufficient capacity to issue First
Mortgage Bonds to satisfy its requirements in connection with the
financing of its construction and refinancing programs during the five-
year period 2000-2004.

     Construction plans are subject to continuing review and are
expected to be revised in light of changes in financial and economic
conditions, load forecasts, legislative and regulatory developments
and changing environmental standards, among other factors.  The
Company's ability to complete its capital projects and the reliability
of future service will be affected by its financial condition and the
availability of external funds at reasonable cost.


                                 -10-
<PAGE>
Results of Operations
---------------------
     Electric revenues increased $14.6 million and $13.7 million over
last year's second quarter and year-to-date periods, respectively,
primarily due to higher sales to retail customers and to other utilities.
Gas revenues increased $2.1 million from the second quarter last year
primarily due to higher sales to residential customers as the result of
cooler weather in the second quarter.  For year-to-date compared to last
year, gas revenues increased $1.1 million primarily due to the impact
of higher gas cost recovery factors on revenue, partially offset by
lower sales attributable to warmer weather in the first quarter.

     Fuel and purchased power increased $6.2 million and $2.8 million
over the second quarter and year-to-date 1999 periods, respectively,
primarily due to higher purchased power expense because of additional
planned power plant outages for maintenance.

     Gas purchased for resale in the second quarter increased $3.3
million compared to the same quarter last year primarily because of a
21% increase in retail sales coupled with higher gas costs.  For year-
to-date compared to last year, gas purchased for resale increased
$5.0 million primarily due to higher gas costs.

     Operation and maintenance expense increased $0.9 million from the
second quarter last year primarily due to increased planned power
plant maintenance.  For year-to-date, operation and maintenance
expense increased $10.7 million over the same period a year ago
primarily due to increased power production costs, uncollectible
expense, insurance costs, and compensation plan expenses.

     Depreciation and amortization increased $2.3 million and $3.2
million over the second quarter and year-to-date a year ago,
respectively, primarily because of increased property investment.

     General taxes decreased $2.8 million from second quarter last year
and $2.6 million from year-to-date 1999, primarily due to recognition
of the Ohio Public Utility Excise Tax coal credit.

     As a result of moving the financial assets from the Company to
DPL Inc. investment income decreased $12.5 million for year-to-date
compared to 1999.  Other deductions decreased $3.5 million from the
second quarter a year ago primarily because of that transfer and
increased $6.5 million from year-to-date last year primarily because
of investment monitoring fees, compensation expense and lower
non-utility net revenue.

     Interest expense decreased $5.4 million from the second quarter
of 1999 and $11.3 million from year-to-date 1999 primarily because of
a reduction in first mortgage bonds.

     Income taxes increased $5.1 million for the second quarter of
1999 because of higher taxable income in the quarter and decreased
$7.4 million from year-to-date 1999 because of lower taxable income
year-to-date.

                                 -11-
<PAGE>
Issues and Financial Risks
--------------------------
     Previously expected during the second quarter, the Company now
expects the sale of its natural gas retail distribution business to be
completed in the second half of the year, pending final approvals.  To
date, both the Department of Justice and the Public Utilities
Commission of Ohio ("PUCO") have given their approvals.  SEC approval
of the Vectren structure is pending and is expected to be received
by year-end.

     The Compact Agreement between the Company and Local 175, Utility
Workers of America, AFL-CIO expired on October 31, 1999.  Management
and Union Negotiations Committees have been discussing provisions of a
new agreement that would be responsive to the changes in business
conditions resulting from the Ohio legislation regarding energy
companies. On May 22, 2000, the Company implemented the provisions of
its final offer for a new labor agreement.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.
        -----------------------------------------------------------

        The carrying value of the Company's debt was $785 million at
December 31, 1999, consisting of the Company's first mortgage bonds and
guaranteed air quality development obligations, notes and commercial
paper.  The fair value of this debt was $776 million, based on current
market prices or discounted cash flows using current rates for similar
issues with similar terms and remaining maturities.  The following
table presents the principal cash repayments and related weighted
average interest rates by maturity date for long-term, fixed-rate debt
at December 31, 1999.

                          Expected Maturity Date
                      --------------------------------  There-          Fair
                      2000   2001   2002   2003   2004  after   Total   Value
                      --------------------------------------------------------
Long-term Debt
--------------
Amount($ in millions) $0.4   $0.4   $0.4   $0.4   $0.4  $660.8  $662.8  $651.4
Average rate          6.4%   6.4%   6.4%   6.4%   6.4%    7.4%    7.4%

     Because the long-term debt is at a fixed rate, the primary market
risk to the Company is short-term interest rate risk.  The carrying
value and fair value of short-term debt was $125 million with a
weighted average interest rate of 5.9% at December 31, 1999.  The
carrying value and fair value of short-term debt has been reduced to
$12 million as of June 30, 2000.  The interest expense risk related to
short-term debt at December 31, 1999 was estimated to be approximately
an increase/decrease of $0.5 million if the weighted average cost for
each quarter increased/decreased by 10%.  With the reduction in short-
term debt in the second quarter 2000, the interest expense risk has
become negligible.

     The fair value of available-for-sale securities was $122 million
and $62 million at June 30, 2000 and December 31, 1999, respectively.
The equity price risk related to these securities was estimated as the
potential increase/decrease in fair value of $12 million and
$6 million at June 30, 2000 and December 31, 1999, respectively, that
resulted from a hypothetical 10% increase/decrease in the market
prices.

     As of June 30, 2000, there have been no other material changes in
the above information since the end of the preceding fiscal year.

                                 -12-
<PAGE>
                      Part II.  Other Information

Item 5. Other Information.
        ------------------

Rate Regulation and Government Legislation
------------------------------------------

     In October 1999, legislation became effective in Ohio that will
give electric utility customers a choice of energy providers starting
January 1, 2001.  Under the legislation, electric generation,
aggregation, power marketing and power brokerage services supplied to
retail customers in Ohio will be deemed competitive and will not be
subject to supervision and regulation by the PUCO.  As required by the
legislation, the Company filed its transition plan at the PUCO on
December 20, 1999.  The review and hearing process was completed with
the PUCO on June 21, 2000, with the Company reaching agreement with
major groups participating in the filing, including the Staff of the
PUCO.  Final PUCO approval of the plan is expected in the third quarter
of 2000.

     The plan, which begins in January, provides a three-year
transition period ending December 31, 2003, at which time the
Company's generation business unit will be exempt from state regulation.
The plan also provides the organizational and financial flexibility for
the Company to continue its corporate realignment initiatives.  The
Company has functionally separated its generation, transmission, and
distribution business units and has announced the sale of its natural
gas retail distribution operations.  The Company has received approval
from the Department of Justice and the PUCO for the sale of the gas
business and the transfer of assets.  SEC approval is expected by the
end of 2000.

     The following groups have signed the transition plan agreement:
The Staff of the PUCO; The Office of the Ohio Consumers' Counsel; The
Ohio Manufacturers' Association; Industrial Energy Users - Ohio; Ohio
Council of Retail Merchants; American Municipal Power-Ohio; WPS Energy
Services, Inc.; Exelon Energy; The Association for Hospitals and
Health Systems, the Ohio Hospital Association; New Energy Midwest,
L.L.C.; Columbia Energy Services Corporation; Columbia Energy Power
Marketing Corporation; Strategic Energy, L.L.C.; Supporting Council of
Preventative Effort (SCOPE); Montgomery County Prosecutors' Office;
Ohio Department of Development; Ohio Partners for Affordable Energy;
Buckeye Power, Inc.; and Ohio Rural Electric Cooperatives, Inc.

Environmental Considerations
----------------------------

     In June 2000, the Unites States Environmental Protection Agency
("EPA") issues to J.M. Stuart Station a Notice of Violation ("NOV")
for alleged violations of the Clean Air Act.  The NOV contained
allegations consistent with NOV's and complaints that the EPA has
recently brought against numerous other coal-fired utilities in the
Midwest.  The Company will vigorously challenge the NOV.  At this time, it
is not possible to determine the outcome of this claim or the impact,
if any, on the Company.



                                 -13-
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
        ---------------------------------

     (a)  The following exhibit is filed herewith:

           Exhibit No.       Description
           -----------       -----------
               27            Financial Data Schedule

     (b)  Reports on Form 8-K.

     No reports on Form 8-K were filed by the Company during the
quarter ended June 30, 2000.



                              SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.




                             THE DAYTON POWER AND LIGHT COMPANY
                             ----------------------------------
                                        (Registrant)




Date:   August 14, 2000      /s/ Elizabeth M. McCarthy
        ---------------      -------------------------
                             Elizabeth M. McCarthy
                             Vice President and Chief Accounting Officer




Date:   August 14, 2000      /s/ Stephen F. Koziar, Jr.
        ---------------      --------------------------
                             Stephen F. Koziar, Jr.
                             Group Vice President and Secretary



















                                 -14-