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):
                                  May 16, 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 jurisdiction       (Commission File       (I.R.S. Employer
        of incorporation)                 Number)          Identification 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.)




Item 5.     Other Events and Required FD Disclosure

      On May 16, 2004, DPL Inc. (the "Company") announced that (i) Stephen F.
Koziar, Jr. retired as Chief Executive Officer, President and director of the
Company; (ii) Peter H. Forster resigned from his positions as Chairman of the
Board of Directors (the "Board"), director and consultant to the Company and
(iii) Caroline E. Muhlenkamp resigned from her positions as Group Vice President
and Interim Chief Financial Officer of the Company.

      Also effective May 16, 2004, the Board elected (i) Robert D. Biggs as
non-executive Chairman of the Board; (ii) W August Hillenbrand as non-executive
Vice-Chairman of the Board; (iii) James V. Mahoney as Chief Executive Officer
and (iv) Pamela G. Holdren as Interim Chief Financial Officer.

      A copy of the press release announcing the retirement, resignations and
elections is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

      The Company also confirmed that the staff of the Securities and Exchange
Commission (the "SEC") has requested that the Company provide certain documents
and information on a voluntary basis in connection with the previously disclosed
matters raised by a company employee. The Company is cooperating fully with the
SEC's requests.


Item 7(c).  Exhibits

99.1        Press Release of DPL Inc., dated as of May 16, 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 17, 2004

                                            /s/ James V. Mahoney
                                         --------------------------------
                                         Name:  James V. Mahoney
                                         Title: Chief Executive Officer




                                  EXHIBIT LIST


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

    99.1          Press Release of DPL Inc.,                           E
                  dated as of May 16, 2004.

EX-99.1

                                                                    Exhibit 99.1


May 16, 2004

FOR IMMEDIATE RELEASE

CONTACT: (937) 224-5940

DPL INC. ANNOUNCES MANAGEMENT CHANGES

BOARD COMPLETES REVIEW OF AUDIT COMMITTEE REPORT

Robert Biggs elected Non-Executive Chairman,
W August Hillenbrand elected Non-Executive Vice-Chairman,
James V. Mahoney appointed Chief Executive Officer,
and Pamela Holdren appointed Interim Chief Financial Officer

Stephen F. Koziar, Jr., Retires

Peter H. Forster and Caroline E. Muhlenkamp Resign


DAYTON OH, May 16, 2004--The Board of Directors of DPL Inc. (NYSE-DPL) announced
today that it has unanimously elected current directors Robert Biggs as
non-executive Chairman and W August Hillenbrand as non executive Vice-Chairman,
and appointed DPL Energy President, James V. Mahoney, as Chief Executive
Officer; and current Treasurer, Pamela Holdren, as Interim Chief Financial
Officer. The Board also announced that John J. Gillen has been appointed as a
financial and accounting consultant to the Audit Committee of the Board of
Directors.

The appointments follow the decision by Stephen F. Koziar, Jr., Director,
President and Chief Executive Officer, to retire from the company, effective
immediately, and the resignations, also effective immediately, of Peter H.
Forster, Chairman of the Board and Caroline E. Muhlenkamp, Group Vice President
and Interim Chief Financial Officer.

Robert Biggs, Chairman of the Board of DPL, said, "The Board concluded that
these changes are in the best interest of the Company, its shareholders,
customers and employees. Given their experience, we have confidence in Jim and
Pamela, and their ability to maintain DPL's strong financial position and
operational excellence." The Board expressed appreciation for the contributions
of Pete Forster, Steve Koziar and Caroline Muhlenkamp to DPL over many years and
wishes them well.

Also today, the Board announced that its Audit Committee has completed its
review of the previously disclosed matters raised by a company employee. Based
on the recommendations of the Audit Committee, and consistent with the Board's
commitment to maintaining best practices in all areas of its business, the
Company will immediately begin the process of strengthening its disclosures,
communication, access to information, internal control and the culture of the
company in certain areas.

James Mahoney, Chief Executive Officer, said, "We are pleased the investigation
is now behind us. By conducting this intense review, we learned a lot about
ourselves and know how to improve. There will be increased transparency and the
Company will begin to implement the recommendations set forth in the Audit
Committee Report immediately. With the firm foundation of our skilled employees,
DPL will now move forward providing efficient, cost effective electric services
to our customers, helping our communities grow and develop, and delivering value
to our investors."

Robert D. Biggs, 61, was a managing partner with PricewaterhouseCoopers until
his retirement in 1999. During more than three decades with the accounting firm,
he was the partner responsible for accounting, SEC compliance, and other
services to numerous Fortune 500 companies. He is a graduate of Manchester
College.

W August Hillenbrand, 63, has served as the Chief Executive Officer of
Hillenbrand Capital Partners, a private equity fund, since December 2000. He is
the retired Chief Executive Officer and President of Hillenbrand Industries, in
Batesville, Indiana, a diversified public holding company that manufactures
caskets, hospital furniture, hospital supplies and provides hospital planning
services. Mr. Hillenbrand graduated with a B.S. in Business Administration from
St. Joseph's College, and from the Advanced Management Program at Harvard
University.

James V. Mahoney, 58, was named President of DPL Energy, with overall risk
management responsibility for the company's energy marketing in January 2003.
Previously, he was President and Chief Executive Officer of EarthFirst
Technologies, an environmental technology company. Prior to that, he held a
number of senior management positions within the utility and non-regulated power
industry, including Senior Vice President - Asset Management at PGE Generating
Company, with profit and loss responsibility for a $3.8 billion generation
portfolio. He also served with USGenNE at U.S. Generating Company, with
responsibility for an $800 million operating unit. Additionally, he was Chief
Operating Officer of PGE Energy Trading and President and CEO of USGen Power
Services LLP, a power marketing business. He holds a Ph.D. in chemistry from the
University of Pittsburgh and a BS from Allegheny College.

Pamela Holdren, 42, has been Treasurer of DPL Inc. and Dayton Power & Light
since 2003. She joined the company as a Group Controller in 2000. A CPA and a
CMA with two decades of experience in various financial management positions,
she holds an MBA from the University of Dayton and a BS from Wright State
University.

John J. Gillen has served as a consultant to clients on a variety of business
matters including business integration, acquisition strategy, internal controls
and compliance and regulatory matters since 2003. Previously, he led the
Consumer and Industrial Products and Services group for the Philadelphia office
of PricewaterhouseCoopers LLP (PWC). He has provided consulting services to
numerous electric and gas utility companies throughout the United States and has
provided expert testimony before regulatory agencies on a variety of matters.

DPL also announced that it expects to file its annual report on Form 10-K of the
year ended December 31, 2003 shortly, as well as report its financial results
for the quarter ended March 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.