8-K

                                  UNITED STATES

                       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: March 30, 2004

                 Date of earliest event reported: March 30, 2004


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



           Ohio                          1-9052                   31-1163136
- ----------------------------    ---------------------------   -----------------
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
     of incorporation)                                       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



- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)





Item 5.           Other Events.

DPL Inc. (NYSE-DPL) said that the Audit Committee of the Company's Board of
Directors is expected to complete its review of the previously disclosed matters
recently raised by a company employee as soon as practicable.

As such, the Company will not timely file its annual report on Form 10-K for the
year ending December 31, 2003. As previously reported, DPL expects that its 2003
financial statements will not differ materially from the Company's announced
unaudited 2003 results.

DPL said that the delay in obtaining certified financial statements
constitutes an event of default under its term loan and revolving credit
facilities.  However, the Company has obtained waivers from its lenders.  No
amounts are outstanding under such facilities and no amounts may be drawn
prior to the filing of certified financials.  The failure to deliver
certified financial statements results in non compliance under the Company's
other debt agreements but does not result in an immediate event of default.

DPL said it has the liquidity and resources to meet its near term financial
needs, including the redemption of its Senior Notes 6.82% Series due April
6, 2004.  DPL has cash of approximately $590 million, which includes the
$175 million obtained through a private placement of senior notes on March
25, 2004.


A copy of the press release is attached hereto as Exhibit 99.1.

Item 7(c).        Exhibits.

99.1              Press release of DPL Inc., dated March 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:  March 30, 2004


                                           /s/ Caroline E. Muhlenkamp
                                    -----------------------------------------
                                    Name:  Caroline E. Muhlenkamp
                                    Title: Group Vice President and Interim
                                           Chief Financial Officer





                                  EXHIBIT INDEX


99.1              Press release of DPL Inc., dated March 30, 2004.

EX-99.1

                                                                    Exhibit 99.1

             DPL Inc. Comments on Timing for 10-K Filing

    DAYTON, Ohio--(BUSINESS WIRE)--March 30, 2004--DPL Inc. (NYSE:DPL)
said today that the Audit Committee of the Company's Board of
Directors is expected to complete its review of the previously
disclosed matters recently raised by a company employee as soon as
practicable.
    As such, the Company will not timely file its annual report on
Form 10-K for the year ending December 31, 2003. As previously
reported, DPL expects that its 2003 financial statements will not
differ materially from the Company's announced unaudited 2003 results.
    DPL said that the delay in obtaining certified financial
statements constitutes an event of default under its term loan and
revolving credit facilities. However, the Company has obtained waivers
from its lenders. No amounts are outstanding under such facilities and
no amounts may be drawn prior to the filing of certified financials.
The failure to deliver certified financial statements results in non
compliance under the Company's other debt agreements but does not
result in an immediate event of default.
    DPL said it has the liquidity and resources to meet its near term
financial needs, including the redemption of its Senior Notes 6.82%
Series due April 6, 2004. DPL has cash of approximately $590 million,
which includes the $175 million obtained through a private placement
of senior notes on March 25, 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.

    CONTACT: DPL Inc.
             937-259-7208