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 (DATE OF EARLIEST EVENT REPORTED)   AUGUST 23, 2001


                                   DPL INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         OHIO                           1-9052                  31-1163136
     (STATE OR OTHER                 (COMMISSION             (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION)       FILE NUMBER)           IDENTIFICATION NO.)


         COURTHOUSE PLAZA SOUTHWEST, DAYTON, OHIO       45402
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)     (ZIP CODE)


                                 937-224-6000
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                     NONE
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



Item 5.  OTHER EVENTS

     DPL Inc. issued a news release, dated August 21, 2001, which is attached
hereto as Exhibit 99 and incorporated herein by reference.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

          Exhibit 99  News Release of DPL Inc., dated August 21, 2001.




                                      -1-



                                  SIGNATURES


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 thereunto duly authorized.


                                                          DPL INC.
                                                -------------------------------
                                                        (Registrant)



Date:    August 23, 2001                        /s/ Elizabeth M. McCarthy
       --------------------                     -------------------------------
                                                   Elizabeth M. McCarthy
                                                Group Vice President and CFO

EX-99

                                                                    Exhibit 99

FOR IMMEDIATE RELEASE                       ANALYST CONTACT:
                                            ELIZABETH MCCARTHY
                                            GROUP VICE PRESIDENT, CFO
                                            (937) 258-5513


                         DPL TO REFINANCE $700 MILLION

DAYTON, OHIO, AUGUST 21, 2001--DPL Inc. (NYSE: DPL) today announced that it
will issue $300 million of Trust Preferred Securities and $400 million of
Senior Unsecured Notes, refinancing existing capital which was used for DPL's
merchant generation expansion program. The Trust Preferred Securities will
have a term of 30 years; the Senior Unsecured Notes will have a term of 10
years. DPL intends to use the proceeds of the refinancing to redeem $550
million of 8.5% Trust Preferred Securities and retire short-term debt.

"The current interest rate environment enables DPL to reduce its cost of
capital and lock in favorable rates," said Elizabeth McCarthy, Group Vice
President and CFO. "The refinancing of the trust preferred saves us $6
million per year while strengthening our capital structure and improving cash
flow. This financing continues to support our merchant generation strategy
and other capital needs."

The existing trust preferred securities have a 30 year term and carry a
dividend of 8.5% per year and were originally issued to Kohlberg, Kravis
Roberts & Co. (KKR) as part of DPL's 2000 recapitalization and share buyback
program. Following this redemption, KKR will continue to hold DPL voting
preferred and 31.6 million warrants. KKR partners, George Roberts and Scott
Stuart, are DPL Directors.

The terms of the financing transaction are subject to closing which is
expected to take place by August 31, 2001.

DPL, Inc. is a diversified regional merchant energy company. DPL's principal
subsidiaries include DPL Energy and The Dayton Power & Light Company
("DP&L"). DPL Energy operates over 4,000 megawatts of generation capacity and
markets wholesale energy throughout the eastern half of the United States.
DP&L provides electric services to 500,000 retail customers in West Central
Ohio. DPL Inc., through its subsidiaries, has ranked among the top ten energy
companies in generation efficiency and productivity for the last ten years.
Further information on DPL Inc. can be found at www.dplinc.com.

THIS PRESS RELEASE MAY CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS REGARDING
PLANS AND EXPECTATIONS FOR THE FUTURE. INVESTORS ARE CAUTIONED THAT ACTUAL
OUTCOMES MAY VARY MATERIALLY FROM THOSE PROJECTED DUE TO VARIOUS FACTORS
BEYOND DPL'S CONTROL. SUCH MATTERS ARE DESCRIBED IN THE COMPANY'S 2000 ANNUAL
REPORT AND FORM 10-K.

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