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, 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 September 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                                        11
                                                              
     Signatures                                                    12












                                   i

<PAGE>
            CONSOLIDATED STATEMENT OF RESULTS OF OPERATIONS
                                   
                  The Dayton Power and Light Company

                                   
                                         Three Months     Nine Months
                                            Ended            Ended
                                         September 30     September 30
                                         ------------     ------------
                                         1998    1997     1998    1997
                                         ----    ----     ----    ----
                                         --millions--     --millions--
Income                                                         
------                                                               
Utility service revenues--                                     
                                                               
  Electric                             $296.3  $260.6   $821.9  $748.4
  Gas and other                          22.9    23.3    143.4   162.6
                                       ------  ------   ------  ------
     Total Utility Service Revenues     319.2   283.9    965.3   911.0
                                                               
Interest and other income                                      
                                          3.7     1.7      9.9     6.1
                                       ------  ------   ------  ------
     Total Income                       322.9   285.6    975.2   917.1
                                       ------  ------   ------  ------
Expenses                                                       
--------                                                               
Fuel and purchased power                 71.0    59.5    198.9   165.7
Gas purchased for resale                 10.5    10.8     84.8    97.6
Operation and maintenance                71.0    52.3    164.8   163.4
Depreciation and amortization            32.4    31.5     96.9    94.0
Amortization of regulatory assets, net    5.3     4.6     14.2    12.6
General taxes                            33.8    33.5    101.9   100.4
Interest expense                         22.5    20.3     66.2    64.0
                                       ------  ------   ------  ------
     Total Expenses                     246.5   212.5    727.7   697.7
                                       ------  ------   ------  ------
Income Before Income Taxes               76.4    73.1    247.5   219.4
                                                               
Income taxes                             31.3    28.8     96.7    79.6
                                       ------  ------   ------  ------
Net Income                               45.1    44.3    150.8   139.8
                                                               
Preferred dividends                       0.2     0.2      0.7     0.7
                                       ------  ------   ------  ------
Earnings on Common Stock               $ 44.9  $ 44.1   $150.1  $139.1
                                       ======  ======   ======  ======

Comprehensive Income                   $ 41.2  $ 49.0   $158.4  $146.2
                                   
                                   
See Notes to Consolidated Financial Statements.
These interim statements are unaudited.
                                   
                                   
                                   
                                   
                                   
                                  -1-

<PAGE>
                 CONSOLIDATED STATEMENT OF CASH FLOWS

                  The Dayton Power and Light Company
                                   
                                                    Nine Months Ended
                                                      September 30
                                                    -----------------
                                                     1998       1997
                                                     ----       ----
                                                      --millions--
Operating Activities                                       
--------------------                                                           
  Cash received from utility customers             $966.4     $940.7
  Other operating cash receipts                       8.4        7.2
  Cash paid for:                                            
     Fuel and purchased power                      (204.1)    (173.2)
     Purchased gas                                 (109.4)    (128.7)
     Operation and maintenance labor                (60.8)     (60.2)
     Nonlabor operating expenditures               (120.2)    (116.5)
     Interest                                       (70.2)     (68.6)
     Income taxes                                   (77.0)     (43.1)
     Property, excise and payroll taxes            (112.5)    (108.8)
                                                   ------     ------     
  Net cash provided by operating activities         220.6      248.8
                                                            
Investing Activities                                        
--------------------                                                            
  Property expenditures                             (71.2)     (76.3)
  Other activities                                  (83.3)     (33.1)
                                                   ------     ------     
  Net cash used for investing activities           (154.5)    (109.4)
                                                            
Financing Activities                                        
--------------------                                                            
  Dividends paid on common stock                   (210.1)     (86.9)
  Issuance (retirement) of short-term debt           86.7       (4.0)
  Parent company capital contribution                49.0         -
  Retirement of long-term debt                       (0.4)     (40.4)
  Dividends paid on preferred stock                  (0.7)      (0.7)
                                                   ------     ------     
  Net cash used for financing activities            (75.5)    (132.0)
                                                            
Cash and temporary cash investments--                       
-----------------------------------
  Net change                                         (9.4)       7.4
  Balance at beginning of period                     11.8        2.1
                                                   ------     ------     
  Balance at end of period                         $  2.4     $  9.5
                                                   ======     ======
                                   
                                   
See Notes to Consolidated Financial Statements.
These interim statements are unaudited.
                                   
                                   
                                   
                                  -2-

<PAGE>
                      CONSOLIDATED BALANCE SHEET

                  The Dayton Power and Light Company


                                                       At            At
                                                  September 30,  December 31,
                                                      1998          1997
                                                  -------------  ------------
                                                          --millions--
                                                                 
ASSETS                                                           
                                                                 
Property                                            $3,653.2      $3,587.8
                                                            
Less--                                                      
  Accumulated depreciation and amortization         (1,445.2)     (1,355.8)
                                                    --------      -------- 
     Net property                                    2,208.0       2,232.0
                                                    --------      --------  
Current Assets                                              
--------------                                                            
Cash and temporary cash investments                      2.4          11.8
Accounts receivable, less provision for
  uncollectible accounts                               188.6         205.8
Inventories, at average cost                            94.6          87.1
Deferred property and excise taxes                      49.7          91.9
Other                                                   27.6          61.4
                                                    --------      --------  
  Total current assets                                 362.9         458.0
                                                    --------      --------  
Other Assets                                                
------------                                                            
Financial assets                                       206.7         111.1
Income taxes recoverable through future revenues       197.3         208.2
Regulatory assets                                      102.6         116.7
Other                                                  202.2         200.8
                                                    --------      --------   
  Total other assets                                   708.8         636.8
                                                    --------      --------  
Total Assets                                        $3,279.7      $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
                                                  September 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                27.9         20.3
  Earnings reinvested in the business                  461.0        521.0
                                                    --------     --------   
     Total common shareholder's equity               1,277.5      1,280.8
                                                             
Preferred stock                                         22.9         22.9
Long-term debt                                         885.6        886.0
                                                    --------     --------   
     Total capitalization                            2,186.0      2,189.7
                                                    --------     --------   
Current Liabilities                                         
-------------------                                                            
Short-term debt                                        167.6         81.0
Accounts payable                                        74.1        124.2
Accrued taxes                                          100.4        157.8
Accrued interest                                        14.7         20.7
Other                                                   31.8         42.3
                                                    --------     --------   
     Total current liabilities                         388.6        426.0
                                                    --------     --------

Deferred Credits and Other                                  
--------------------------
Deferred taxes                                         494.2        500.5
Unamortized investment tax credit                       70.0         72.2
Other                                                  140.9        138.4
                                                    --------     --------   
     Total deferred credits and other                  705.1        711.1
                                                    --------     --------   
Total Capitalization and Liabilities                $3,279.7     $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       Nine Months
                                                 Ended              Ended
                                              September 30       September 30
                                              -------------      -------------
                                              1998     1997      1998     1997
                                              ----     ----      ----     ----
                                                              
Electric                                                      
--------                                                              
Sales (millions of kWh)--                                       
  Residential                                1,361    1,141     3,689    3,551
  Commercial                                   982      953     2,688    2,604
  Industrial                                 1,202    1,244     3,500    3,526
  Other                                      1,130      968     3,466    2,611
                                           -------  -------   -------  -------
        Total                                4,675    4,306    13,343   12,292
                                                               
Revenues (thousands of dollars)--                              
  Residential                              121,273  102,024   323,317  304,323
  Commercial                                64,264   59,801   182,444  174,188
  Industrial                                60,253   59,633   172,171  167,462
  Other                                     50,490   39,134   143,922  102,430
                                           -------  -------   -------  -------
        Total                              296,280  260,592   821,854  748,403
                                                               
Other Electric Statistics--                                    
  Average price per kWh-retail and                             
    wholesale customers (cents)               6.23     5.97      6.05     6.01
  Fuel cost per net kWh generated (cents)     1.25     1.27      1.27     1.27
  Electric customers at end of period      488,110  481,200   488,110  481,200
  Average kWh use per residential customer   3,127    2,654     8,481    8,260
  Peak demand-maximum one hour                                 
    use (mw), (net)                          3,007    2,848     3,007    2,848
                                                               
                                                               
                                   














                                  -6-

<PAGE>
                         OPERATING STATISTICS
                              (continued)
                  The Dayton Power and Light Company
                                   
                                   
                                   
                                              Three Months        Nine Months
                                                 Ended              Ended
                                              September 30       September 30
                                              -------------      -------------
                                              1998     1997      1998     1997
                                              ----     ----      ----     ----
Gas                                                       
---                                                              
Sales (millions of MCF)--                                      
  Residential                                2,056    2,006    16,119   19,035
  Commercial                                   798      835     4,894    6,039
  Industrial                                   159      164     1,329    1,729
  Transported gas and other                  3,197    3,305    14,601   15,418
                                           -------  -------   -------  -------
     Total                                   6,210    6,310    36,943   42,221
                                                               
Revenues (thousands of dollars)--                              
  Residential                               15,132   15,074    92,610  106,540
  Commercial                                 4,498    4,601    25,516   30,824
  Industrial                                   797      725     6,525    8,092
  Transported gas and other                  2,498    2,940    18,763   16,384
                                           -------  -------   -------  -------
     Total                                  22,925   23,340   143,414  161,840
                                                              
Other Gas Statistics--                                         
  Average price MCF-retail customers
    (dollars)                                 6.80     6.74      5.55     5.39
  Gas customers at end of period           302,628  297,458   302,628  297,458
                                                               
Degree Days (based on calendar month)--
  Heating                                       29      111     2,905    3,729
  Cooling                                      724      486     1,070      669
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                  -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 third quarter of
1998 were $44.9 million, up $0.8 million from quarterly earnings a year
ago.  Year-to-date earnings were $150.1 million, up $11.0 million from
the same period in 1997.  Retail sales of electricity increased 6% for the
quarter due to the healthy West Central Ohio economy as well as more
normal summer temperatures.

     The financial condition and results of operations for the third
quarter and nine months ended September 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 September 30, 1998, the Company's cash and temporary cash
investment balance was $2.4 million.  In addition, $206.7 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, 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 September 30, 1998, the Company had $79.0 million of these informal
lines outstanding and $87.3 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 1998-2002.





                                  -8-

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

     Utility service revenues increased by $35.3 million and
$54.3 million, respectively, for the third quarter and nine months
ended September 30, 1998.  Electric revenues increased $35.7 million
in the third quarter and $73.5 million year-to-date due to increased
sales to residential customers and other utilities.  Gas revenues were
lower year-to-date due to mild weather.

     Fuel and purchased power increased $11.5 million and
$33.2 million, respectively, from the third quarter and year-to-date
last year as a result of increased retail and wholesale sales.

     Gas purchased for resale in the third quarter 1998 decreased
$0.3 million compared to the same quarter 1997 and $12.8 million
compared to year-to-date 1997.  Lower sales due to milder weather
caused the variations.

     Operation and maintenance expense increased from last year by
$18.7 million for the third quarter and $1.4 million year-to-date.
For the quarter, the increase was due to higher benefit costs,
software development costs, and production expenditures, which were
partially offset by lower insurance and claims costs.  The year-to-
date variation was due to higher benefit costs and software
development costs.  Lower insurance and claims costs as well as
Company-wide cost containment efforts offset the year-to-date
variation.

     Income taxes increased $2.5 million and $17.1 million,
respectively, from the third quarter and year-to-date 1997 primarily
due to higher taxable income.


Issues and Financial Risks
--------------------------

     This report contains forward-looking statements under the Private
Securities Litigation Reform Act of 1995 that involved risks and
uncertainties.  Although the Company believes that the forward-looking
statements are based upon reasonable assumptions, there can be no
assurance that the forward-looking statements will prove to be
accurate.  The Company undertakes no obligation to re-publish forward-
looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

     The information systems of the Company, like those of most
companies, will be affected to some extent by the year 2000 ("Y2K").
The Company has implemented a plan to remediate Y2K problems in
critical areas by the end of the second quarter, 1999.    This
includes all information technology systems, as well as embedded
technology.  The Company has inventoried its applications and
equipment, is determining which of those are non-compliant,





                                  -9-

<PAGE>
and is simultaneously remediating those situations.  The four phases
of the Company's plan - inventory, assess for compliance, remediate
and test - are in various stages of completion.  The Company does not
have to complete one phase to begin the next.  Remediation is being
accomplished by a combination of methods.  In some cases equipment or
software is being modified while in others it is being replaced.

     The Company estimates that the cost of remediation for Y2K issues
including hardware and software modifications and consultant expenditures
is $15,000,000.  Some of the Company's information technology systems
were already scheduled for replacement and are not included in this
amount, since the scheduled replacement was not accelerated to allow
compliance with Y2K needs.

     The Company is working closely with other members of the utility
industry to assure the smooth transition.  Telecommunications are needed
for monitoring and control of power systems.  Also, the extent of
interdependence among electrical systems creates uncertainty.  These
issues affect each utility in the industry and the Company is working
with other utilities, as well as industry and regulatory groups to ensure
that problems are understood and solutions are shared.  Among other groups,
the Company is involved with the Y2K efforts of the Electric Power Research
Institute, the North American Reliability Council, and the Edison Electric
Institute. 






















                                 -10-

<PAGE>
                     Part II.  Other Information


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

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

     In January 1997, a twelve member Joint Committee of the Ohio
Senate and House of Representatives was created to explore and
possibly draft retail wheeling legislation.  The Committee has
conducted hearings to gather information from energy companies,
regulators, customers and industry experts.  The Committee co-chairs
issued a draft report on January 6, 1998 recommending opening the
electric generation market, in the future, to competition for all Ohio
consumers.  On March 26, 1998, the Committee co-chairs introduced an
electric deregulation Bill that reflected the recommendations
contained in their report.  On September 16, 1998, the Company and the
three other major investor owned utilities in Ohio presented a
comprehensive electric utility restructuring Bill to a working group
of the Committee.  The Company is participating in the Committee's
working group to discuss the restructuring process.  Due to the
prospects for legislation that would restructure the electric utility
industry, the Company will continue to evaluate its portfolio of
assets to prepare for opportunities in the deregulated environment.


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, 1998.

















                                 -11-

<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 16, 1998     /s/James P. Torgerson
       -----------------     ----------------------------------
                             James P. Torgerson
                             Vice President, CFO and Treasurer




Date:  November 16, 1998     /s/Paul R. Anderson
       -----------------     -----------------------------------
                             Paul R. Anderson
                             Controller
                             (Principal Accounting Officer)

















                                 -12-