EXHIBIT 23(D)


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of DPL Inc. and DPL Capital Trust II of our report dated
January 29, 2001 relating to the financial statements, which appears in DPL
Inc.'s 2000 Annual Report to Shareholders, which is incorporated by reference in
its Annual Report on Form 10-K for the year ended December 31, 2000. We also
consent to the incorporation by reference of our report dated January 29, 2001
relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.


PricewaterhouseCoopers LLP


Dayton, Ohio
December 4, 2001