<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 September 30, 1997
                                   
                                  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 September 30, 1997)
<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

          Notes to Consolidated Financial Statements         5

          Operating Statistics                               6


     Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of 
                Operations                                   8


Part II - Other Information                                 10

     Signatures                                             11



                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   i
<PAGE>
            CONSOLIDATED STATEMENT OF RESULTS OF OPERATIONS
                                   
                  The Dayton Power and Light Company
                                   
                                   
                                       Three Months Ended    Nine Months Ended
                                          September 30         September 30
                                       ------------------    -----------------
                                          1997    1996         1997    1996
                                          ----    ----         ----    ----
                                          --millions--         --millions--
Income                                                         
------                                                               
Utility service revenues--                                     
                                                               
  Electric                              $260.6  $257.2       $748.4  $767.5
  Gas and Other                           23.3    21.0        162.6   161.8
                                        ------  ------       ------  ------
     Total Utility Service Revenues      283.9   278.2        911.0   929.3
                                                               
Interest and other income                  1.7     1.2          6.1     7.2
                                        ------  ------       ------  ------
     Total Income                        285.6   279.4        917.1   936.5
                                        ------  ------       ------  ------
Expenses                                                       
--------                                                               
Fuel and purchased power                  59.5    57.8        165.7   174.1
Gas purchased for resale                  10.8     9.7         97.6    93.7
Operation and maintenance                 52.3    56.2        163.4   181.2
Depreciation and amortization             31.5    29.6         94.0    90.0
Amortization of regulatory assets, net     4.6     4.2         12.6    11.6
General taxes                             33.5    32.3        100.4    96.3
Interest expense                          20.3    22.4         64.0    66.6
                                        ------  ------       ------  ------
     Total Expenses                      212.5   212.2        697.7   713.5
                                        ------  ------       ------  ------
Income Before Income Taxes                73.1    67.2        219.4   223.0
                                                               
Income taxes                              28.8    25.5         79.6    85.4
                                        ------  ------       ------  ------
Net Income                                44.3    41.7        139.8   137.6
                                                               
Preferred dividends                                            
                                           0.2     0.2          0.7     0.7
                                        ------  ------       ------  ------
Earnings on Common Stock                $ 44.1  $ 41.5       $139.1  $136.9
                                        ======  ======       ======  ======
                                   
                                   
See Notes to Consolidated Financial Statements.
These interim statements are unaudited.
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                  -1-
<PAGE>
                 CONSOLIDATED STATEMENT OF CASH FLOWS

                  The Dayton Power and Light Company
                                   
                                                   Nine Months Ended
                                                      September 30
                                                   -----------------
                                                     1997      1996
                                                     ----      ----
                                                     --millions--
Operating Activities                                       
--------------------                                                           
  Cash received from utility customers            $940.7     $954.1
  Other operating cash receipts                      7.2        7.7
  Cash paid for:                                            
     Fuel and purchased power                     (173.2)    (166.7)
     Purchased gas                                (128.7)    (133.5)
     Operation and maintenance labor               (60.2)     (60.4)
     Nonlabor operating expenditures              (116.5)    (142.8)
     Interest                                      (68.6)     (70.0)
     Income taxes                                  (43.1)     (62.9)
     Property, excise and payroll taxes           (108.8)    (103.8)
                                                  ------     ------          
  Net cash provided by operating activities        248.8      221.7
                                                            
Investing Activities                                        
--------------------                                                            
  Property expenditures                            (76.3)     (80.2)
  Other activities                                 (33.1)    (103.9)
                                                  ------     ------     
  Net cash used for investing activities          (109.4)    (184.1)
                                                             
Financing Activities                                        
--------------------                                                            
  Dividends paid on common stock                   (86.9)    (103.9)
  Dividends paid on preferred stock                 (0.7)      (0.7)
  Retirement of long-term debt                     (40.4)      (0.4)
  Issuance (retirement) of short-term debt          (4.0)      31.5
                                                  ------     ------     
  Net cash used for financing activities          (132.0)     (73.5)
                                                     
                                                  
Cash and temporary cash investments--                       
-----------------------------------                                   
  Net change                                         7.4      (35.9)
  Balance at beginning of period                     2.1       39.1
                                                  ------     ------     
  Balance at end of period                        $  9.5     $  3.2
                                                  ======     ======
                                   
See Notes to Consolidated Financial Statements.
These interim statements are unaudited.
                                  
                                  -2-
<PAGE>
                      CONSOLIDATED BALANCE SHEET

                  The Dayton Power and Light Company

                                                    At             At
                                                September 30,  December 31,
                                                   1997           1996
                                                -------------  ------------
                                                        --millions--
                                                                 
ASSETS                                                           
------                                                                 
Property                                         $3,553.4       $3,493.2
--------                                                            
Less--                                                      
  Accumulated depreciation and amortization      (1,330.0)      (1,249.4)
                                                 --------       --------    
     Net property                                 2,223.4        2,243.8
                                                 --------       --------    
Current Assets                                              
--------------                                                            
Cash and temporary cash investments                   9.5            2.1
Accounts receivable, less provision for             
   uncollectible accounts                           152.5          193.4
Inventories, at average cost                         80.3           75.2
Deferred property and excise taxes                   49.7           87.3
Other                                                21.7           54.3
                                                 --------       --------    
  Total current assets                              313.7          412.3
                                                 --------       --------    
Other Assets                                                
------------                                                            
Financial assets                                     94.1           56.0
Income taxes recoverable through future revenues    214.4          222.4
Regulatory assets                                   121.7          137.3
Other                                               184.0          171.4
                                                 --------       --------    
  Total other assets                                614.2          587.1
                                                 --------       --------    
Total Assets                                     $3,151.3       $3,243.2
                                                 ========       ========



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
                                                September 30,  December 31,
                                                   1997           1996
                                                -------------  ------------
                                                        --millions--
CAPITALIZATION AND LIABILITIES                                   
------------------------------                                         
Capitalization                                                   
--------------                                                                 
Common shareholder's equity--                               
  Common stock                                   $    0.4      $    0.4
  Other paid-in capital                             739.0         738.9
  Earnings reinvested in the business               505.2         478.2
                                                 --------      --------
     Total common shareholder's equity            1,244.6       1,217.5
                                                            
Preferred stock                                      22.9          22.9
Long-term debt                                      925.9         926.3
                                                 --------      --------     
     Total capitalization                         2,193.4       2,166.7
                                                 --------      --------     
Current Liabilities                                         
-------------------                                                            
Accounts payable                                     66.3         109.6
Dividends payable                                    31.6            -
Short-term debt                                       7.3          11.3
Accrued taxes                                        96.5         136.6
Accrued interest                                     15.9          21.6
Current deferred income tax                          15.2            -
Current portion of long-term debt                     0.4          40.4
Other                                                28.6          49.1
                                                 --------      --------     
     Total current liabilities                      261.8         368.6
                                                 --------      --------     
                                                 
Deferred Credits and Other                                  
--------------------------                                             
Deferred taxes                                      506.8         513.2
Unamortized investment tax credit                    73.0          75.2
Other                                               116.3         119.5
                                                 --------      --------     
     Total deferred credits and other               696.1         707.9
                                                 --------      --------     
Total Capitalization and Liabilities             $3,151.3      $3,243.2
                                                 ========      ========

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


                                  -4-
<PAGE>
              Notes to Consolidated Financial Statements


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

2.   The consolidated financial statements in this report have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission.  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 1996 Annual Report on Form 10-K.

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




























                                  -5-
<PAGE>
                         OPERATING STATISTICS
                                   
                  The Dayton Power and Light Company
                                   
                                   
                                         Three Months Ended  Nine Months Ended
                                            September 30        September 30
                                         ------------------  -----------------
                                             1997     1996       1997     1996
                                             ----     ----       ----     ----
Electric                                                      
--------                                                              

Sales (millions of kWh)--                                      
  Residential                               1,141    1,197      3,551    3,727
  Commercial                                  953      895      2,604    2,608
  Industrial                                1,244    1,198      3,526    3,383
  Other                                       968      814      2,611    2,510
                                          -------  -------    -------  -------
     Total                                  4,306    4,104     12,292   12,228
                                                               
Revenues (thousands of dollars)--                              
  Residential                             102,024  107,348    304,323  321,665
  Commercial                               59,801   59,224    174,188  179,089
  Industrial                               59,633   57,800    167,462  166,729
  Other                                    39,134   32,884    102,430   99,960
                                          -------  -------    -------  -------
     Total                                260,592  257,256    748,403  767,443
                                                               
Other Electric Statistics--                                    
  Average price per kWh--retail and                             
     wholesale customers (cents)             5.97     6.19       6.01     6.20
  Fuel cost per net kWh generated (cents)    1.27     1.23       1.27     1.26
  Electric customers at end of period     481,200  477,675    481,200  477,675
  Average kWh use per residential 
     customer                               2,654    2,805      8,260    8,742
  Peak demand-maximum one hour                                  
     use (mw), (net)                        2,848    2,887      2,848    2,887
                                                               
                                                               
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                  -6-
<PAGE>
                         OPERATING STATISTICS
                              (continued)
                  The Dayton Power and Light Company
                                   
                                   
                                         Three Months Ended  Nine Months Ended
                                            September 30        September 30
                                         ------------------  -----------------
                                             1997     1996       1997     1996
                                             ----     ----       ----     ----  
Gas                                                           
---                                                              

Sales (millions of MCF)--                                      
  Residential                               2,006    1,841     19,035   20,838
  Commercial                                  835      631      6,039    6,320
  Industrial                                  164      158      1,729    2,743
  Other                                       104      244      1,387    1,962
  Transportation gas delivered              3,201    3,092     14,031   12,366
                                          -------  -------    -------  -------
     Total                                  6,310    5,966     42,221   44,229
                                                               
Revenues (thousands of dollars)--                              
  Residential                              15,074   12,922    106,540  102,625
  Commercial                                4,601    3,544     30,824   28,636
  Industrial                                  725      868      8,092   11,078
  Other                                     2,940    3,317     16,384   16,643
                                          -------  -------    -------  -------
     Total                                 23,340   20,651    161,840  158,982
                                                               
Other Gas Statistics--                                         
  Average price MCF-retail customers         
     (dollars)                               6.74     6.39       5.39     4.72
  Gas customers at end of period          297,458  295,110    297,458  295,110
                                                               
Degree Days (based on calendar month)--                                 
  Heating                                     111      107      3,729    4,027
  Cooling                                     486      552        669      834
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                  -7-
<PAGE>
Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.


     The Company's earnings on common stock were $44.1 million for the
third quarter, up $2.6 million from 1996.  For the nine months ended
September 30, 1997, earnings on common stock were $139.1 million
compared to $136.9 million earned in the same period last year.
Ongoing cost control efforts throughout the Company resulted in a
reduction in operating and maintenance expenses, which offset retail
electric sales levels through September that were 1% below last year.

     The financial condition and results of operations for the third
quarter and nine months ended September 30, 1997 and 1996 are discussed 
below.

Financial Condition
-------------------
     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, the
availability of external funds at reasonable cost and adequate and
timely rate increases.

     As of September 30, 1997,  the Company's cash and temporary cash
investment balance was $9.5 million.  In addition, $94.1 million was
invested in debt and equity financial assets.

     DPL Inc. and its subsidiaries have $200 million available through
a Revolving Credit Agreement ("Credit Agreement").  As of September
30, 1997, DPL Inc. had no outstanding borrowings under this Credit
Agreement.  The Company has authority from the Public Utilities
Commission of Ohio ("PUCO") to issue short term debt up to $200 million 
with a maximum debt limit of $300 million including loans from DPL Inc. 
under the terms of the Credit Agreement.  The Company also has $97 million 
available in short-term informal lines of credit.  As of September 30, 
1997, the Company had $6.0 million in commercial paper outstanding.

     The Company anticipates that it 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 1997-2001.







                                  -8-
<PAGE>
Results of Operations
---------------------
     Utility service revenues increased by $5.7 million from the third
quarter last year and decreased $18.3 million for the nine months
ended September 30, 1997.  An increase in electric sales to other
utilities was the primary cause of the increase for the quarter.
Increases in electric industrial sales and sales to other utilities
were offset by reductions in other sales classes, due to the effects
of mild weather as well as lower fuel cost recovery rates, resulting
in the year-to-date variation.

     Fuel and purchased power increased $1.7 million compared to the
corresponding quarter a year ago, and decreased $8.4 million year-to-
date compared to 1996.  Increased purchased power expenses from higher
sales to other utilities caused the increase for the quarter.  Decreased 
retail electric sales and lower fuel costs were the primary causes of 
the year-to-date variation.

     Gas purchased for resale increased $1.1 million and $3.9 million,
respectively, for the third quarter and nine months ended September 30, 
1997.  Higher natural gas costs were partially offset by lower sales due 
to milder weather.

     Operation and maintenance expense decreased from last year by
$3.9 million for the quarter and $17.8 million year-to-date.  Lower
employee benefit costs from a downward adjustment to the actuarially
determined pension and retiree health care expenses, decreased
production maintenance, and overall cost containment efforts
contributed to the third quarter and year-to-date decreases.

     Depreciation and amortization increased by $1.9 million for the
quarter and $4.0 million year-to-date compared to last year due to
increased depreciable plant base.

     General taxes increased $1.2 million and $4.1 million compared to
the third quarter and year-to-date 1997, respectively, due to higher
property taxes from additional property.

     Income taxes increased $3.3 million from the corresponding
quarter last year due to higher book income.  Income taxes decreased
$5.8 million from the year-to-date last year due to lower taxable
income.











                                  -9-
<PAGE>
                      Part II.  Other Information
                      ---------------------------

Item 5.  Other Information.

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

     On April 24, 1996, the Federal Energy Regulatory Commission
("FERC") issued final rules requiring all electric utilities that own
or control transmission facilities to file open-access transmission
service tariffs.  On July 31, 1997, FERC issued an order requiring the
Company and other utilities to refile their open-access transmission
tariffs with FERC.  The Company filed their revised open-access
transmission tariffs on August 15, 1997.

     On October 15, 1997, PUCO Commissioner David Johnson announced
that he will resign effective November 30, 1997.  Commissioner Johnson
is serving a term that was scheduled to expire in April 1998.


Item 6.  Exhibits and Reports on Form 8-K.

     (b)  Reports on Form 8-K
          -------------------

     No reports on Form 8-K were filed by the Company during the
quarter ended September 30, 1997.





















                                 -10-
<PAGE>
                              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:  November 12, 1997     /s/ Paul R. Anderson
       -----------------     ---------------------------------- 
                             Paul R. Anderson
                             Controller
                             (Principal Accounting Officer)



Date:  November 12, 1997     /s/ Thomas M. Jenkins
       -----------------     ----------------------------------
                             Thomas M. Jenkins
                             Group Vice President and Treasurer
                             (Principal Financial Officer)















                                 -11-