8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



                                 Date of report
                       (Date of earliest event reported):
                                 April 30, 2004



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



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



            1065 Woodman Drive, Dayton, Ohio                      45432
- --------------------------------------------------------------------------------
        (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.)




Item 5.     Other Events.

      On April 30, 2004, DPL Inc. (the "Company") announced that the Audit
Committee of the Company's Board of Directors is continuing its review of the
previously disclosed matters raised by a company employee. The Audit Committee
expects to complete its review in the near future. The Company's independent
auditors have not certified the Company's financial statements pending the
outcome of the Audit Committee's review. As a result, the Company has not filed
its annual report on Form 10-K for the year ending December 31, 2003.

      In addition to the previously announced non-compliance with the reporting
requirements under certain of the Company's debt agreements, the delay in
obtaining certified financial statements has resulted in the Company's
non-compliance with the reporting requirements under other indentures and
material debt agreements. The delay does not result in an automatic event of
default and acceleration of the long-term debt of the Company. The trustee under
the indenture or the holders of the requisite percentage of the outstanding
principal amount of any relevant series of debt securities will have the right
to declare an event of default and accelerate the maturity of the relevant
series of debt securities if such trustee or holders provides notice of such
non-compliance to the Company and the Company fails to file and deliver the 2003
Form 10-K within a specified number of days (at least 60 days). To date, the
Company has not received any such notice. If an acceleration is declared, then
the principal amount of certain other series of debt securities could be
accelerated without the lapse of an additional cure period.

      The Company also announced that it does not intend to pay its regular
quarterly dividend until the Audit Committee completes its review and the
Company obtains certified financial statements.

      A copy of the press release announcing the delay and the effects thereof
is attached as Exhibit 99.1 and is incorporated herein by reference.



"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. 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.

Item 7(c).  Exhibits

99.1        Press Release of DPL Inc. dated as of April 30, 2004.




                                    Signature

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.

Date:  May 6, 2004

                                      /s/ Stephen F. Koziar
                                   --------------------------------------------
                                   Name:  Stephen F. Koziar
                                   Title: President and Chief Executive Officer




                                  EXHIBIT LIST


                                                                 Paper (P) or
Exhibit No.             Description                              Electronic (E)
- -----------             -----------                              --------------

99.1                    Press Release of DPL Inc.,                     E
                        dated as of April 30, 2004.

EX-99.1

                                                                    Exhibit 99.1


DPL Reports on Status of Audit Committee Review

DAYTON, Ohio--April 30, 2004--DPL Inc. (NYSE: DPL) said today that the Audit
Committee of the Company's Board of Directors is continuing its review of the
previously disclosed matters raised by a company employee. The Audit Committee
expects to complete its review in the near future.

The Company's independent auditors have not certified the Company's financial
statements pending the outcome of the Audit Committee's review. As a result, the
Company has not filed its annual report on Form 10-K for the year ending
December 31, 2003.

"We expect the Audit Committee will complete its review as soon as practicable,"
said Stephen F. Koziar, Jr., Chief Executive Officer of DPL. "In the meantime,
all of our customers and the public at large can be assured that we will
continue to deliver the highest level of service and responsiveness to our
customers needs."

The Company emphasized that it has the liquidity to meet its near-term operating
requirements. The Company has $100 million in cash and $70 million in public
securities available to meet its liquidity needs as of April 30, 2004. Earlier
this month, the Company redeemed $500 million of debt by using $175 million of
private placement notes, $202 million from the Financial Asset Portfolio and
$123 million from core operations.

On March 30, 2004, the Company announced that the delay in obtaining certified
financial statements had resulted in non-compliance with the reporting
requirements under certain of the Company's debt agreements. The delay has
resulted in additional non-compliance with the reporting requirements under
certain of the Company's other indentures and material debt agreements. The
delay, however, does not result in an automatic event of default and
acceleration of the long-term debt of the Company. If the trustee under the
related indenture or the holders of the requisite percentage of the outstanding
principal amount of any relevant series of debt securities provides notice of
such non-compliance to the Company and the Company fails to file and deliver the
2003 Form 10-K within a specified number of days (at least 60 days) after such
notice is provided, then either the trustee under the indenture or such holders
will have the right to declare an event of default and accelerate the maturity
of the relevant series of debt securities. To date, the Company has not received
any such notice. In addition, if the related trustee or the required percentage
of holders under one series of debt securities were to give such a notice and,
after the relevant cure period expired, were to accelerate the maturity of such
debt securities, then the principal amount of certain other series of debt
securities could be accelerated without the lapse of an additional cure period.

The Company had previously obtained waivers from its lenders under its term loan
and revolving credit facilities. No amounts are outstanding under such
facilities and no amounts may be drawn prior to the filing of certified
financials.

The Company also said that it does not intend to pay its regular quarterly
dividend until the Audit Committee completes its review and the Company obtains
certified financial statements.

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 http://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.

    CONTACT: DPL Inc.
             DPL Medialine, 937-224-5940