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, 1998
                                   
                                  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, 1998)




<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                                         9

     Signatures                                                    10












                                   i

<PAGE>
            CONSOLIDATED STATEMENT OF RESULTS OF OPERATIONS
                                   
                  The Dayton Power and Light Company
                                   
                                           Three Months      Six Months
                                              Ended            Ended
                                             June 30          June 30
                                           ------------     ------------
                                           1998    1997     1998    1997
                                           ----    ----     ----    ----
                                           --millions--     --millions--
Income                                                         
------                                                               
Utility service revenues--                                     
                                                               
  Electric                               $264.2  $234.7   $525.6  $487.8
  Gas and Other                            29.0    35.1    120.5   139.3
                                         ------  ------   ------  ------
     Total Utility Service Revenues       293.2   269.8    646.1   627.1
                                                               
Interest and other income                                      
                                            1.6     2.3      6.2     4.4
                                         ------  ------   ------  ------
     Total Income                         294.8   272.1    652.3   631.5
                                         ------  ------   ------  ------
Expenses                                                       
--------                                                               
Fuel and purchased power                   66.7    51.0    127.9   106.2
Gas purchased for resale                   15.5    19.9     74.3    86.8
Operation and maintenance                  59.4    59.4     93.8   111.2
Depreciation and amortization              32.2    31.2     64.5    62.5
Amortization of regulatory assets, net      4.3     3.8      8.9     8.0
General taxes                              33.8    33.3     68.1    66.9
Interest expense                           22.5    21.9     43.7    43.7
                                         ------  ------   ------  ------
     Total Expenses                       234.4   220.5    481.2   485.3
                                         ------  ------   ------  ------
Income Before Income Taxes                 60.4    51.6    171.1   146.2
                                                               
Income taxes                               24.2    18.4     65.4    50.8
                                         ------  ------   ------  ------
Net Income                                 36.2    33.2    105.7    95.4
                                                               
Preferred dividends                         0.2     0.2      0.4     0.4
                                         ------  ------   ------  ------
Earnings on Common Stock                 $ 36.0  $ 33.0   $105.3  $ 95.0
                                         ======  ======   ======  ======

Comprehensive Income                     $ 43.0  $ 35.4   $117.2  $ 97.2
                                   
                                   
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
                                                   ----------------
                                                    1998      1997
                                                    ----      ----
                                                     --millions--
Operating Activities                                       
--------------------                                                           
  Cash received from utility customers            $652.3    $651.8
  Other operating cash receipts                      4.4       5.3
  Cash paid for:                                            
     Fuel and purchased power                     (128.9)   (115.4)
     Purchased gas                                 (82.2)    (92.7)
     Operation and maintenance labor               (41.8)    (43.5)
     Nonlabor operating expenditures               (68.3)    (79.5)
     Interest                                      (42.4)    (43.1)
     Income taxes                                  (67.1)    (40.7)
     Property, excise and payroll taxes            (76.9)    (74.8)
                                                  ------    ------      
  Net cash provided by operating activities        149.1     167.4
                                                             
Investing Activities                                        
--------------------                                                            
  Property expenditures                            (47.7)    (48.4)
  Other activities                                 (28.7)    (21.7)
                                                  ------    ------      
  Net cash used for investing activities           (76.4)    (70.1)
                                                            
Financing Activities                                        
--------------------                                                            
  Dividends paid on common stock                  (172.0)    (57.9)
  Parent company capital contribution               49.0       -
  Issuance of short-term debt                       43.7      16.8
  Retirement of long-term debt                      (0.4)    (40.4)
  Dividends paid on preferred stock                 (0.4)     (0.4)
                                                  ------    ------      
  Net cash used for financing activities           (80.1)    (81.9)
                                                            
Cash and temporary cash investments--                       
-----------------------------------                               
  Net change                                        (7.4)     15.4
  Balance at beginning of period                    11.8       2.1
                                                  ------    ------      
  Balance at end of period                        $  4.4    $ 17.5
                                                  ======    ======

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,
                                                     1998          1997
                                                   --------     ------------
                                                        --millions--

ASSETS
                                                                 
Property                                           $3,632.2      $3,587.8
                                                            
Less--                                                      
  Accumulated depreciation and amortization        (1,415.3)     (1,355.8)
                                                   --------      --------     
     Net property                                   2,216.9       2,232.0
                                                   --------      --------    
Current Assets                                              
--------------                                                            
Cash and temporary cash investments                     4.4          11.8
Accounts receivable, less provision for                      
  uncollectible accounts                              187.8         205.8
Inventories, at average cost                           77.3          87.1
Deferred property and excise taxes                     81.6          91.9
Other                                                  24.4          61.4
                                                   --------      --------    
  Total current assets                                375.5         458.0
                                                   --------      --------    
Other Assets                                                
------------                                                            
Financial assets                                      160.2         111.1
Income taxes recoverable through future revenues      200.8         208.2
Regulatory assets                                     107.8         116.7
Other assets                                          201.5         200.8
                                                   --------      --------
  Total other assets                                  670.3         636.8
                                                   --------      --------    
Total Assets                                       $3,262.7      $3,326.8
                                                   ========      ========



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,
                                                      1998         1997
                                                    --------    ------------
                                                         --millions--
CAPITALIZATION AND LIABILITIES                                   
                                                                 
Capitalization                                                   
--------------                                                                 
Common shareholder's equity--                               
  Common stock                                     $    0.4      $    0.4
  Other paid-in capital                               788.2         739.1
  Accumulated other comprehensive income               31.7          20.3
  Earnings reinvested in the business                 420.9         521.0
                                                   --------      --------   
     Total common shareholder's equity              1,241.2       1,280.8
                                                            
Preferred stock                                        22.9          22.9
Long-term debt                                        885.6         886.0
                                                   --------      --------
     Total capitalization                           2,149.7       2,189.7
                                                   --------      --------   
Current Liabilities                                         
-------------------                                                            
Short-term debt                                       124.8          81.0
Accounts payable                                       74.9         124.2
Dividends payable                                      33.3           -
Accrued taxes                                          98.8         157.8
Accrued interest                                       20.8          20.7
Current deferred income tax                            24.5           2.7
Other                                                  28.0          39.6
                                                   --------      --------   
     Total current liabilities                        405.1         426.0
                                                   --------      --------   
Deferred Credits and Other                                  
--------------------------                                               
Deferred taxes                                        499.7         500.5
Unamortized investment tax credit                      70.8          72.2
Other                                                 137.4         138.4
                                                   --------      --------    
     Total deferred credits and other                 707.9         711.1
                                                   --------      --------   
Total Capitalization and Liabilities               $3,262.7      $3,326.8
                                                   ========      ========

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 1997 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 result 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       Six Months
                                                   Ended             Ended
                                                  June 30          June 30
                                               -------------     -------------
                                               1998     1997     1998     1997
                                               ----     ----     ----     ----
                                                              
Electric                                                      
--------                                                              
Sales (millions of kWh)--                                      
  Residential                                 1,005    1,002    2,328    2,410
  Commercial                                    886      829    1,706    1,652
  Industrial                                  1,200    1,192    2,298    2,282
  Other                                       1,151      804    2,336    1,642
                                            -------  -------  -------  -------
     Total                                    4,242    3,827    8,668    7,986
                                                               
Revenues (thousands of dollars)--                              
  Residential                                92,536   89,448  202,044  202,299
  Commercial                                 61,502   57,933  118,180  114,387
  Industrial                                 59,395   55,698  111,918  107,830
  Other                                      50,757   31,630   93,433   63,295
                                            -------  -------  -------  -------
     Total                                  264,190  234,709  525,575  487,811
                                                               
Other Electric Statistics--                                    
  Average price per kWh-retail and                             
    wholesale customers (cents)                6.14     6.05     5.95     6.03
  Fuel cost per net kWh generated (cents)      1.30     1.26     1.27     1.26
  Electric customers at end of period       487,172  481,982  487,172  481,982
  Average kWh use per residential customer    2,309    2,331    5,354    5,608
  Peak demand-maximum one hour                                 
    use (mw), (net)                           2,931    2,812    2,931    2,812
                                                              
                                                               
                                   













                                  -6-

<PAGE>
                         OPERATING STATISTICS
                              (continued)
                  The Dayton Power and Light Company
                                   
                                   
                                   
                                   
                                               Three Months       Six Months
                                                   Ended             Ended
                                                  June 30           June 30
                                               -------------      ------------
                                               1998     1997     1998     1997
                                               ----     ----     ----     ----
Gas                                                           
---                                                              
Sales (millions of MCF)--                                      
  Residential                                 2,706    3,883   14,063   17,029
  Commercial                                  1,064    1,187    4,096    5,204
  Industrial                                    249      368    1,170    1,566
  Other                                         234      265    1,139    1,282
  Transportation gas delivered                4,352    4,660   10,265   10,830
                                            -------  -------  -------  -------
     Total                                    8,605   10,363   30,733   35,911
                                                               
Revenues (thousands of dollars)--                              
  Residential                                17,525   22,514   77,478   91,467
  Commercial                                  5,644    6,194   21,018   26,223
  Industrial                                  1,237    1,786    5,728    7,366
  Other                                       4,606    4,464   16,265   13,443
                                            -------  -------  -------  -------
     Total                                   29,012   34,958  120,489  138,499
                                                               
Other Gas Statistics--                                         
  Average price MCF-retail customers
    (dollars)                                  6.01     5.57     5.36     5.23
  Gas customers at end of period            302,434  298,723  302,434  298,723
                                                               
Degree Days (based on calendar month)--
  Heating                                       507      830    2,876    3,618
  Cooling                                       323      183      346      183
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                  -7-

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


     The Company's earnings on common stock for the second quarter of
1998 were $36.0 million, up $3.0 million from quarterly earnings a
year ago.  Year-to-date earnings were $105.3 million, up $10.3 million
from the same period in 1997.

     The financial condition and results of operations for the second
quarter and six months ended June 30, 1998 and 1997 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 June 30, 1998,  the Company's cash and temporary cash
investment balance was $4.4 million.  In addition, $160.2 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 June 30,
1998, 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
has $97 million available in short-term informal lines of credit.  As
of June 30, 1998, the Company had $33.0 million of these informal
lines outstanding and $91.0 million in commercial paper outstanding.
During the quarter, the Company received a parent company capital
contribution of $49.0 million.

     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 1998-2002.








                                  -8-

<PAGE>
Results of Operations
 --------------------

     Utility service revenues increased by $23.4 million and
$19.0 million, respectively, for the second quarter and six months
ended June 30, 1998.  Electric revenues increased $29.5 million in the
second quarter and $37.8 million year-to-date due to more sales to
other utilities and to business customers.  Lower gas revenues in both
periods, due to warmer temperatures, partially offset the increase.

     Fuel and purchased power increased $15.7 million and
$21.7 million, respectively, from the second quarter and year-to-date
last year, primarily as a result of higher purchased power expenses
resulting from increased sales to other utilities.

     Gas purchased for resale in the second quarter 1998 decreased
$4.4 million compared to second quarter 1997 and $12.5 million year-to-
date versus last year.  Lower sales due to milder weather caused the
variation.

     Operation and maintenance expense for the second quarter 1998 was
even with the second quarter 1997, but decreased $17.4 million year-to-
date.  During the second quarter 1998, lower insurance and claims
costs were offset by higher benefit and administrative costs.  Lower
insurance and claims costs, production maintenance and Company-wide
cost containment efforts contributed to the year-to-date decrease.

     Income taxes increased $5.8 million and $14.6 million,
respectively, from the second quarter and year-to-date 1997 primarily
due to higher taxable income.


                      Part II.  Other Information


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 June 30, 1998.










                                  -9-

<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:    August 14, 1998     /s/ James P. Torgerson
         ---------------     ---------------------------------
                             James P. Torgerson
                             Vice President, CFO and Treasurer



                                                              
Date:   August 14, 1998      /s/ Paul R. Anderson
        ---------------      ---------------------------------
                             Paul R. Anderson
                             Controller
                             (Principal Accounting Officer)

















                                 -10-