EXHIBIT 99(D)

                              DPL CAPITAL TRUST II
                                    DPL INC.

                                OFFER TO EXCHANGE
                    8 1/8% CAPITAL SECURITIES FOR ANY AND ALL
                      OUTSTANDING 8 1/8% CAPITAL SECURITIES
                       (CUSIP NO. 2330AAA8 AND U26057AA4)
                    (ISIN NO. US23330AAA88 AND USU26057AA40)


To Our Clients:

         Enclosed is a Prospectus, dated _________ ___, 2001, of DPL Capital
Trust II, a statutory business trust formed under the laws of the State of
Delaware (the "Trust") and DPL Inc., an Ohio corporation (the "Company"), and a
related Letter of Transmittal (which together constitute the "Exchange Offer")
relating to the offer by the Trust to exchange its 8 1/8% Capital Securities
(the "Exchange Capital Securities"), pursuant to an offering registered under
the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of the Trust's issued and outstanding 8 1/8% Capital Securities
(the "Old Capital Securities"), upon the terms and subject to the conditions set
forth in the Exchange Offer.

         Please note that the Exchange Offer will expire at 5:00 p.m., Exchange
York City time, on _______, __, 2001, unless extended.

         The Exchange Offer is not conditioned upon any minimum number of Old
Capital Securities being tendered.

         We are the holder of record and/or participant in the book-entry
transfer facility of Old Capital Securities held by us for your account. A
tender of such Old Capital Securities can be made only by us as the record
holder and/or participant in the book-entry transfer facility and pursuant to
your instructions. The Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Old Capital Securities held
by us for your account.

         We request instructions as to whether you wish to tender any or all of
the Old Capital Securities held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We also request that you confirm that we may
on your behalf make the representations contained in the Letter of Transmittal.

         Pursuant to the Letter of Transmittal, each holder of Old Capital
Securities will represent to the Trust and the Company that (i) the holder is
not an "affiliate" of the Trust or the Company, (ii) any Exchange Capital
Securities to be received by the holder are being acquired in the ordinary
course of its business, and (iii) the holder has no arrangement or understanding
with any person to participate in a distribution (within the meaning of the
Securities Act) of such Exchange Capital Securities. If the tendering holder is
a broker-dealer that will receive Exchange Capital Securities for its own
account in exchange for Old Capital Securities, we will represent on behalf of
such broker-dealer that the Old Capital Securities to be exchanged for the
Exchange Capital Securities were acquired by it as a result of market-making
activities or other trading activities, and acknowledge on behalf of such
broker-dealer that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Capital
Securities. By acknowledging that it will deliver and by delivering a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such Exchange Capital Securities, such broker-dealer is not deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

                                         Very truly yours,


                                         DPL INC.