8-K/A

                       UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

                          FORM 8-K/A


                        CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934

Date of Report (Date of earliest event reported) August 31, 2004

                          DPL Inc.
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      (Exact name of registrant as specified in its charter)

    Ohio                     1-9052                   31-1163136
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(State or other            (Commission              (IRS Employer
jurisdiction of            File Number)            Identification
incorporation)                                            No.)


1065 Woodman Drive, Dayton, Ohio                          45432
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(Address of principal executive offices)               (Zip Code)



Registrant's telephone number, including area code  (937) 224-6000
                                                    --------------

- ---------------------------------------------------------------
 (Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the
   Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the
   Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b)
   under the Exchange Act (17 CFR 240.14d-2(b)

[] Pre-commencement communications pursuant to Rule 13e-4 (c)
   under the Exchange Act (17 CFR 240.13e-4 (c)

Section 8 - Other Events

     Item 8.01 Other Events.

On August 31, 2004, DPL Inc. (the "Company") and The Dayton Power
and Light Company ("DP&L") sent a letter to the common
shareholders of the Company and to the preferred shareholders of
DP&L that provided an update to the Company's efforts to finalize
its certified financial statements for 2003.  In this letter the
Company and DP&L expressed their intent to resume the declaration
and payment of quarterly dividends, including the dividend
payments normally made in June and September 2004, once all SEC
reports are filed and the Board declares the dividend and sets a
payment date.  The Company also reported its liquidity to meet
near-term operating requirements and included a copy of an August
2, 2004 press release covering this same issue.

A copy of the letter and press release are attached hereto as
Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated
herein by reference.


Section 9 - Financial Statements and Exhibits

     Item 9.01 Financial Statements and Exhibits.

     Exhibit 99.1 Letter of the Company dated August 25, 2004 and
mailed to its common shareholders on August 31, 2004 covering the
status of the Company's efforts to complete the certified
financial statements and its intent to resume dividends.

     Exhibit 99.2.  Press Release dated August 2, 2004 covering
the status of its efforts to complete the filing of its annual
report on Form 10-K and other required SEC reports and its intent
to resume dividends.



                             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 hereunto duly authorized.

                                      DPL Inc.
                                ------------------------
                                     (Registrant)

Date  September 1, 2004

                                 /s/ Pamela Holdren
                    ---------------------------------------------
                    Treasurer and Interim Chief Financial Officer

EX-99

                           August 25, 2004





To Our Shareholders:

DPL Inc. continues to work with its independent auditors to
finalize its certified financial statements.  As a follow-
up to our press release dated August 2nd, the Board would
like to emphasize that dividends are not being
discontinued; however, the Board has not set the
declaration or payment dates pending our receipt of
certified financial statements from our auditors.  As soon
as DPL Inc. has filed its required SEC reports, the Company
intends to resume its regular quarterly dividends,
including the payments normally made in June and September
but delayed pending the filing of the reports.

We also note that the Company has the liquidity to meet all
of its near-term operating requirements.  As of July 30,
2004, the Company had approximately $170 million in cash
and $80 million in public securities to meet its liquidity
needs.

Please take a moment to read the enclosed news release that
was distributed on August 2, 2004.  We regret the delay of
the dividend payments and hope that the enclosed
information is helpful.

                            Sincerely,




                            Pamela Holdren, Treasurer and
                            Interim Chief Financial Officer

EX-99

                      DPL NEWS RELEASE
              DPL COMMENTS ON TIMING FOR 10-K FILING


DAYTON, OH, August 2, 2004 - DPL Inc. (NYSE-DPL) said today that
it is working diligently with its current and former independent
auditors to complete and file its annual report on Form 10-K
with the Securities and Exchange Commission (SEC) for the year
ended December 31, 2003. While substantial progress has been
made, the company and the accounting firms are studying whether
generally accepted accounting principles would require
adjustments for certain matters and, if so, the periods in which
such adjustments would be made. If adjustments are ultimately
determined to be required, the company does not anticipate that
the amounts would be material to the company's previously
disclosed financial position or cash flow.

The company stated that it cannot provide a firm date for the
filing of its 2003 Form 10-K and its Form 10-Q for the first and
second quarters of 2004 at this time. However, upon the filing
of these reports, the company intends to resume its regular
quarterly dividends, including the payments normally made in
June but delayed pending the filing of the SEC reports.

DPL said that, as a result of the delay in filing the financial
statements, and in accordance with the terms on its $175 million
8% Senior Notes due 2009, it will pay an additional 1% interest
on the notes until the Form 10-K is filed, and an additional
0.5% interest on the notes until a registration statement
relating to the notes is filed with the SEC. The filing of the
SEC Form 10-K and the filing of the registration statement and
declaration of effectiveness extinguishes the additional
interest charges.

The company added that it has the liquidity to meet all of its
near-term operating requirements. The company has approximately
$170 million in cash and $80 million in public securities to
meet its liquidity needs as of July 30, 2004.

About DPL
DPL Inc. is a diversified, regional energy company. DPL's
principal subsidiaries include The Dayton Power & Light Company
(DP&L) and DPL Energy. DP&L provides electric services to over
500,000 retail customers in West Central Ohio. DPL Energy
markets over 4,600 megawatts of generation capacity throughout
the eastern United States. DPL Inc., through its subsidiaries,
ranks among the top energy companies in generation efficiency
and productivity. Further information on DPL Inc. can be found
at www.dplinc.com.

Certain statements contained in this release are "forward-
looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Matters presented which relate to
events or developments that are expected to occur in the future,
including management's expectations, strategic objectives,
business prospects, anticipated economic performance and
financial condition and other similar matters constitute
forward-looking statements. Forward-looking statements are based
on management's beliefs, assumptions and expectation of the
Company's future economic performance, taking into account the
information currently available to management. These statements
are not statements of historical fact. Such forward-looking
statements are subject to risks and uncertainties and investors
are cautioned that outcomes and results may vary materially from
those projected due to many factors beyond DPL's control.
Forward-looking statements speak only as of the date of the
document in which they are made. We disclaim any obligation or
undertaking to provide any updates or revisions to any forward-
looking statement to reflect any change in our expectations or
any change in events, conditions or circumstances on which the
forward-looking statement is based.

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