11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 11-K

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 31, 2005

OR

o TRANSITION
REPORT PURSUANT TO SECTION 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 1-2385

A.Full title of plan and the address of plan, if different from that of named issuer below:

THE DAYTON POWER AND LIGHT COMPANY

EMPLOYEE SAVINGS PLAN

B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

DPL INC.

1065 Woodman Drive

Dayton, Ohio  45432

The Dayton Power and Light Company

Employee Savings Plan

Table of Contents

	Page
Report of Independent Registered Public Accounting Firm	3
Statement of Net Assets Available for Benefits	4
Statement of Changes in Net Assets Available for Benefits	5
Notes to Financial Statements	6
Schedule H, Line 4i — Schedule of Assets Held at End of Year	11
Signature	12
Exhibit 23.1   Consent of Independent Registered Public Accounting Firm

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Dayton Power and Light Company

Employee Savings Plan

Dayton, Ohio

We have audited the accompanying statements of net assets available for benefits of The Dayton Power and Light Company Employee Savings Plan as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2005 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. This supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Date:	May 26, 2006
/s/ Battelle & Battelle, LLP
Battelle & Battelle, LLP
Dayton, Ohio

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The Dayton Power and Light Company

Employee Savings Plan

Statement of Net Assets Available for Benefits

	At December 31,
	2005			2004
	# Shares	Amount		# Shares	Amount
ASSETS
Investments at Fair Value (Notes 2(d) and 3):
Common Stocks:
DPL Inc. Common Stock *	224,117	$	5,829,272	241,204	$	6,056,636
Money Market Fund:
Prime Reserve Fund *	3,690,649	3,690,649		3,129,511	3,129,511
Mutual Funds:
Equity Index 500 Fund *	242,719	8,143,239		243,881	7,940,772
Equity Income Fund *	284,341	7,370,125		264,175	7,024,415
New Horizons Fund *	227,492	7,220,608		223,269	6,528,391
Blue Chip Growth Fund *	96,494	3,153,427		91,898	2,841,472
Spectrum Income Fund	114,319	1,347,816		96,233	1,163,452
International Stock Fund	76,226	1,127,379		61,978	801,381
Total Mutual Funds		28,362,594			26,299,883
Total Investments		37,882,515			35,486,030
Receivables (Note 4):
Participant Contributions		355,714			332,233
Net Assets Available for Benefits		$	38,238,229		$	35,818,263

* Investments that exceed 5% of Net Assets Available for Benefits.

See accompanying notes to financial statements.

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The Dayton Power and Light Company

Employee Savings Plan

Statement of Changes in Net Assets Available for Benefits

	Year Ended December 31,
	2005			2004
Investment Income (Notes 2(d) and 3):
Net Appreciation/(Depreciation) in Fair Value of Investments:
Common Stock:
DPL Inc. Common Stock	$	256,851		$	956,633
Mutual Funds:
Equity Index 500 Fund	248,002			624,014
Equity Income Fund	(181,192		)	634,115
New Horizons Fund	583,406			981,167
Blue Chip Growth Fund	171,195			215,904
Spectrum Income Fund	(32,536		)	26,760
International Stock Fund	130,743			85,962
Total Mutual Funds	919,618			2,567,922
Total Net Appreciation	1,176,469			3,524,555
Dividends	1,222,795			753,211
Litigation Settlement Proceeds (Note 10)	90,689			433,928
Net Investment Income	2,489,953			4,711,694
Transfers from Other Company Sponsored Plan (Note 4)	370,909			174,132
Participant Contributions (Note 4)	2,201,463			1,865,068
	5,062,325			6,750,894
Deductions in Net Assets Attributable to:
Benefits Paid to Participants	(2,642,359		)	(2,859,930		)
Net Increase	2,419,966			3,890,964
Net Assets Available for Benefits:
Beginning of year	35,818,263			31,927,299
End of year	$	38,238,229		$	35,818,263

See accompanying notes to financial statements.

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The Dayton Power and Light Company

Employee Savings Plan

Notes to Financial Statements

December 31, 2005 and 2004

Note 1 - Plan Description:

(a)  General

The Dayton Power and Light Company Employee Savings Plan (the Plan), effective January 1, 1985, as amended, was established by the Board of Directors of The Dayton Power and Light Company (the Company) to provide eligible non-union employees of the Company and certain affiliated companies with a 401(k) plan. The Plan is a defined contribution plan that is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. A non-union employee becomes eligible for the Plan on the first day of the month following the first full calendar month the employee worked at least 160 hours. Participants should refer to the employee handbook or Plan documents for a more complete description of the Plan’s provisions.

(b)  Participant Contributions

An eligible participant may execute a salary deferral agreement directing the Company to contribute to the Plan on behalf of the participant up to 25 percent (in whole percentages) of regular compensation, or a fixed dollar amount per pay period. In addition, the participant may contribute up to 100 percent of incentive compensation. Both salary deferral and incentive compensation contributions are subject to certain Internal Revenue Service (IRS) limitations. Effective for contributions after December 31, 2001, all participants who would have attained age 50 before the close of the plan year are eligible to make additional “catch-up” contributions, subject to certain IRS limitations.

Participants may also elect to direct a portion of a Company-sponsored welfare benefit plan into the Plan. Contributions to the Plan from the welfare benefit plan were $20,116 and $20,976 for the years ended December 31, 2005 and 2004, respectively, and are reported as Employee Contributions on the Statement of Changes in Net Assets Available for Benefits.

(c)  Employer Contributions

The Company may match 100 percent of participant contributions, up to $1,000 annually, with DPL Inc. common stock, held in a separate DPL Inc. Employee Stock Ownership Plan (ESOP Plan). Effective January 1, 2006, the Company increased its matching contribution from $1.00 to $1.50 for every $1.00 of participant contributions, and also increased the annual maximum employer contribution from $1,000 to $2,000.

(d)  Vesting

All participant contributions to the Plan are 100 percent vested. Employer matching contributions are held in the ESOP Plan and are cliff-vested 100 percent generally after three years’ service (five years if hired prior to January 1, 2002). Forfeitures of employer matching contributions held in the ESOP Plan are used to reduce future employer matching contributions.

(continued)

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(e)  Participant Accounts

Each participant’s account is credited with the participant’s elective deferrals and an allocation of employer contributions (if any), Plan earnings (losses) and any Plan expenses the Company may not elect to pay. Participants can self-direct their contributions to a variety of investment options offered by the Plan with varied risk and return potential.

(f)  Payment of Benefits

In general, participants are eligible for lump-sum distributions upon termination of their employment and the submission and subsequent approval of an application for benefits. Earlier distributions can occur for a Qualified Domestic Relations Order, death and disability. Otherwise, distribution must occur within 60 days after the plan year in which the later of one of the following events occur:  65th birthday if already left the Company, 10th anniversary of participation if already left the Company or termination after age 65. Participants are allowed to take distributions during employment if older than 59 1/2 and/or for a hardship as defined in the Plan documents.

(g)  Plan Termination

Although the Company expects the Plan to continue indefinitely, it reserves the right to discontinue employer contributions or terminate the Plan at any time. If the Plan should be terminated, in whole or in part, participants will be entitled to withdraw the full value of their accounts, or to the extent allowed by law.

Note 2 - Summary of Significant Accounting Policies:

(a)  Basis of Accounting

The financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

(b)  Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

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(c)  Payment of Benefits

Benefit payments are recorded when paid.

(d)  Investment Valuation and Income Recognition

Investments are reported at fair value using quoted market prices. Investments in mutual funds and money market funds are reported at fair value based on the fair value of the underlying net assets of the funds as determined by those funds.

Realized and unrealized gains and losses are based on the difference between the fair market values of the investments at the beginning of the year or the purchase date, and the fair market values at the end of the year or the sales dates, as applicable, and are reflected in the Statement of Changes in Net Assets Available for Plan Benefits.

Purchases and sales of investments are recorded on a trade-date basis. Dividend income is recorded on an ex-dividend basis.

(e)  Reclassifications

Certain amounts in the 2004 financial statements have been reclassified to conform to the 2005 presentation.

Note 3 - Related Party Transactions (Parties-in-Interest)

Certain Plan investment purchases and sales are shares of mutual funds managed by T. Rowe Price. T. Rowe Price is the Trustee as defined by the Plan; therefore, these transactions qualify as party-in-interest transactions. During the years ended December 31, 2005 and 2004, such purchases were $5,664,254 and $3,665,302, respectively, and such sales totaled $4,311,411 and $2,954,210 respectively.

Certain Plan investment purchases and sales are shares of DPL Inc. common stock. During the years ended December 31, 2005 and 2004, purchases of DPL Inc. common stock were $634,413 and $486,770, respectively, and sales of DPL Inc. common stock totaled $1,176,159 and $930,991, respectively. The ending balance of DPL Inc. common stock represents approximately 15.4% and 17.1% of the Plan’s total investments as of December 31, 2005 and 2004, respectively.

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Note 4 - Contributions:

Participant contributions withheld by the Company are paid into the Plan as soon as administratively possible, but no later than 15 days after the related payroll deductions. At year end, contributions withheld by the Company but not yet paid into the Plan are recorded as receivables because the contributions are not credited to the individual investment funds until after year end.

In 2005, there was a transfer of $312,668 between the Plan and the Savings Plan for Collective Bargaining Employees. This transfer reflects the movement of savings for employees who have changed from union to non-union status.

Beginning in 2004, the Plan allows for participants who have completed ten years of participation in the ESOP and attained age 55 to transfer into the Plan a percentage of their DPL Inc. ESOP shares. Such transfers during 2005 and 2004 totaled $58,241 and $174,132, respectively.

Note 5 - Administrative Expenses:

The Plan is administered by the Company, without charge to the Plan, and trusteed by T. Rowe Price. The Company has elected to pay the fees incurred in the administration of the Plan, and include the trustee’s compensation, expenses, and any broker’s fees incurred by the trust.

Note 6 - Benefits:

There were no benefit obligations to participants who have withdrawn from the Plan at December 31, 2005 and 2004.

Note 7 - Federal Income Taxes

The Plan is designed and being operated to be exempt from federal income tax as a qualified employee benefit plan under Sections 401(a) and 501(a) of the Internal Revenue Code (IRC). The Plan received a determination letter from the IRS dated February 11, 2003 indicating the Plan is so qualified. The Plan has been amended since receiving this determination letter. However, the plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable IRC requirements.

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Note 8 - Plan Amendment:

Effective March 28, 2005, the Plan was amended to allow for automatic payment of a participant’s vested balance upon termination, provided that the vested balance is less than $1,000 and the participant is less than 65 years old.

Note 9 — Risks and Uncertainties:

Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to the changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the Statement of Net Assets Available for Benefits.

Note 10 — Litigation Settlement Proceeds

During 2004, the Plan received $433,928 in proceeds from the settlement of a class action lawsuit filed against DPL Inc. As of December 31, 2004, these proceeds were included in the Prime Reserve Fund. During 2005, the Plan received an additional $90,689 in proceeds from the settlement. In 2005 the Plan allocated these proceeds to the individual participant accounts for those participants who held DPL Inc. shares in their account during the period covered by the settlement agreement.

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The Dayton Power and Light Company

Employee Savings Plan

EIN # 31-0258470

Plan # 004

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2005

Party-in Interest	Identity of Issuer	Description of Investment	Current Value
(a)	(b)	(c)	(e)
*	T. Rowe Price Associates Inc.	Equity Index 500 Fund     (242,719 shares)	$	8,143,239
*	T. Rowe Price Associates Inc.	Equity Income Fund     (284,341 shares)	7,370,125
*	T. Rowe Price Associates Inc.	New Horizons Fund     (227,492 shares)	7,220,608
*	DPL Inc.	DPL Inc. Common Stock     (224,117 shares)	5,829,272
*	T. Rowe Price Associates Inc.	Prime Reserve Fund     (3,690,649 shares)	3,690,649
*	T. Rowe Price Associates Inc.	Blue Chip Growth Fund     (96,494 shares)	3,153,427
*	T. Rowe Price Associates Inc.	Spectrum Income Fund     (114,319 shares)	1,347,816
*	T. Rowe Price Associates Inc.	International Stock Fund     (76,226 shares)	1,127,379
			$	37,882,515

Note:  Column (d) has been omitted, as it is not applicable.

This schedule includes those assets required to be reported under the Employee Retirement Income Security Act of 1974 Section 2520.103-11 and Form 5500 Schedule H Item 4(i).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Operating Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized.

The Dayton Power and Light Company
Employee Savings Plan

(Name of Plan)

Date	June 28, 2006	/s/ John J. Gillen
		John J. Gillen
		Senior Vice President and Chief Financial Officer
		DPL Inc. and The Dayton Power and Light Company

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 033-63105) pertaining to The Dayton Power and Light Company Employee Savings Plan of our report dated May 26, 2006 with respect to the financial statements and supplemental schedules of The Dayton Power and Light Company Employee Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2005.

Date:	June 26, 2006
/s/ Battelle & Battelle, LLP
Battelle & Battelle, LLP
Dayton, Ohio

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