**Exhibit 31(b)**

**CERTIFICATIONS**

I, John J. Gillen,certify that:
| 1.     | I have reviewed  this quarterly report on Form 10-Q of DPL Inc.;                                                                                                                                                                                                                                                                                                                                                     |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 2.     | Based on my  knowledge, this report does not contain any untrue statement of a material  fact or omit to state a material fact necessary to make the statements made,  in light of the circumstances under which such statements were made, not  misleading with respect to the period covered by this report;                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 3.     | Based on my  knowledge, the financial statements, and other financial information included  in this report, fairly present in all material respects the financial  condition, results of operations and cash flows of the registrant as of, and  for, the periods presented in this report;                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 4.     | The registrant’s  other certifying officer(s) and I are responsible for establishing and  maintaining disclosure controls and procedures (as defined in Exchange Act  Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting  (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant  and have:                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (a) Designed  such disclosure controls and procedures, or caused such disclosure controls  and procedures to be designed under our supervision, to ensure that material  information relating to the registrant, including its consolidated  subsidiaries, is made known to us by others within those entities,  particularly during the period in which this report is being prepared;                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (b) Designed  such internal control over financial reporting, or cause such internal  control over financial reporting to be designed under our supervision, to  provide reasonable assurance regarding the reliability of financial reporting  and the preparation of financial statements for external purposes in  accordance with generally accepted accounting principles;                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (c) Evaluated  the effectiveness of the registrant’s disclosure controls and procedures and  presented in this report our conclusions about the effectiveness of the  disclosure controls and procedures, as of the end of the period covered by  this report based on such evaluation; and                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (d) Disclosed in  this report any change in the registrant’s internal control over financial  reporting that occurred during the registrant’s most recent fiscal quarter  (the registrant’s fourth fiscal quarter in the case of an annual report) that  has materially affected, or is reasonably likely to materially affect, the  registrant’s internal control over financial reporting; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 5.     | The registrant’s  other certifying officer(s) and I have disclosed, based on our most recent  evaluation of internal control over financial reporting, to the registrant’s  auditors and the audit committee of the registrant’s board of directors (or  persons performing the equivalent functions):                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (a) All  significant deficiencies and material weaknesses in the design or operation  of internal control over financial reporting which are reasonably likely to  adversely affect the registrant’s ability to record, process, summarize and  report financial information; and                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (b) Any fraud,  whether or not material, that involves management or other employees who have  a significant role in the registrant’s internal control over financial  reporting.                                                                                                                                                                                                                               |

 
| Date:  | April 30, 2007 |                                              |
|--------|----------------|---------------------------------------------------|
|   |           |                                              |
|   |           | /s/ John J. Gillen                                |
|   |           | John J. Gillen                                    |
|   |           | Senior Vice President and Chief Financial Officer |
|        |                |                                                   |  |

 

 

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**Exhibit 31(b)**

**CERTIFICATIONS**

I, John J. Gillen,certify that:
| 1.     | I have reviewed this quarterly report on Form 10-Q  of The Dayton Power and Light Company;                                                                                                                                                                                                                                                                                                                           |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 2.     | Based on my knowledge, this report does not contain  any untrue statement of a material fact or omit to state a material fact  necessary to make the statements made, in light of the circumstances under  which such statements were made, not misleading with respect to the period  covered by this report;                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 3.     | Based on my knowledge, the financial statements, and  other financial information included in this report, fairly present in all  material respects the financial condition, results of operations and cash  flows of the registrant as of, and for, the periods presented in this report;                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 4.     | The registrant’s other certifying officer(s) and I  are responsible for establishing and maintaining disclosure controls and  procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and  internal control over financial reporting (as defined in Exchange Act Rules  13a-15(f) and 15d-15(f)) for the registrant and have:                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (a) Designed such disclosure controls and  procedures, or caused such disclosure controls and procedures to be designed  under our supervision, to ensure that material information relating to the  registrant, including its consolidated subsidiaries, is made known to us by  others within those entities, particularly during the period in which this  report is being prepared;                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (b) Designed such internal control over financial  reporting, or cause such internal control over financial reporting to be  designed under our supervision, to provide reasonable assurance regarding the  reliability of financial reporting and the preparation of financial statements  for external purposes in accordance with generally accepted accounting  principles;                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (c) Evaluated the effectiveness of the registrant’s  disclosure controls and procedures and presented in this report our  conclusions about the effectiveness of the disclosure controls and  procedures, as of the end of the period covered by this report based on such  evaluation; and                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (d) Disclosed in this report any change in the  registrant’s internal control over financial reporting that occurred during  the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal  quarter in the case of an annual report) that has materially affected, or is  reasonably likely to materially affect, the registrant’s internal control  over financial reporting; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 5.     | The registrant’s other certifying officer(s) and I  have disclosed, based on our most recent evaluation of internal control over  financial reporting, to the registrant’s auditors and the audit committee of  the registrant’s board of directors (or persons performing the equivalent  functions):                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (a) All significant deficiencies and material  weaknesses in the design or operation of internal control over financial  reporting which are reasonably likely to adversely affect the registrant’s  ability to record, process, summarize and report financial information; and                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|   | (b) Any fraud, whether or not material, that  involves management or other employees who have a significant role in the  registrant’s internal control over financial reporting.                                                                                                                                                                                                                                |

 
| Date:  | April 30, 2007                                    |   |
|--------|---------------------------------------------------|--------|
|   | /s/ John J. Gillen                                |
|   | John J. Gillen                                    |
|   | Senior Vice President and Chief Financial Officer |

 

 

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