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