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
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 (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.
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                                     (Registrant)

Date  September 1, 2004

                                 /s/ Pamela Holdren
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                    Treasurer and Interim Chief Financial Officer