Exhibit 25

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

_________________________

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF

A CORPORATION DESIGNATED TO ACT AS TRUSTEE

___________________________________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF

A TRUSTEE PURSUANT TO SECTION 305(b)(2) [__]

________________________________________

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

(State of incorporation if not a national bank)	95-4655078 (I.R.S. employer identification No.)
1999 Avenue of the Stars - Floor 26 Los Angeles, CA (Address of principal executive offices)	90067 (Zip Code)

Christopher C. Holly, Esq.

Vice President and Assistant General Counsel

227 West Monroe Street, Suite 2600

Chicago, Illinois 60606

Tel: (312) 267-5063

(Name, address and telephone number of agent for service)

____________________________________________

DPL Inc.

(Exact name of obligor as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)	31-1163136 (I.R.S. employer identification No.)
1065 Woodman Drive Dayton, Ohio (Address of principal executive offices)	45432 (Zip Code)

8% Senior Notes due 2009

(Title of the indenture securities)

Item 1.    General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency, Washington, D.C.

Board of Governors of the Federal Reserve System, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2.    Affiliations with Obligor.

If the Obligor is an affiliate of the trustee, describe each such affiliation.

None.

Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because the Obligor is not in default as provided under Item 13.

Item 16.   List of Exhibits.

List below all exhibits filed as part of this statement of eligibility.

Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with the Debt Securities of Florida Power Corporation d/b/a Progress Energy Florida, Inc. dated December 8, 2005, SEC File No. 333-103974, which is herein incorporated by reference).

Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with the Debt Securities of Florida Power Corporation d/b/a Progress Energy Florida, Inc. dated December 8, 2005, SEC File No. 333-103974, which is herein incorporated by reference).

Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (see Exhibit 3 to Form T-1 filed in connection with the Debt Securities of Florida Power Corporation d/b/a Progress Energy Florida, Inc. dated December 8, 2005, SEC File No. 333-103974, which is herein incorporated by reference).

Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with the Debt Securities of Florida Power Corporation d/b/a Progress Energy Florida, Inc. dated December 8, 2005, SEC File No. 333-103974, which is herein incorporated by reference).

Exhibit 5. Not Applicable

Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act

Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority

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Exhibit 8. Not Applicable

Exhibit 9. Not Applicable

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, J. P. Morgan Trust Company, National Association, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 27th day of March, 2006.

J. P. Morgan Trust Company, National Association
By	/s/ George N. Reaves
	George N. Reaves Vice President

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EXHIBIT 6

The consent of the Trustee required by Section 321 (b) of the Act

  March 27, 2006

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between DPL Inc. and J. P. Morgan Trust Company, National Association, as Trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal, State, Territorial, or District authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 Very truly yours,

 J. P. Morgan Trust Company, National Association

By:	/s/ George N. Reaves
	George N. Reaves Vice President

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EXHIBIT 7

A copy of the latest report of condition of the Trustee, published pursuant to law or the

requirements of its supervising or examining authority

31-Dec-05
	($000)
Assets
Cash and Due From Banks		25,733
Securities		215,596
Loans and Leases		135,923
Premises and Fixed Assets		6,802
Intangible Assets		349,515
Goodwill		202,094
Other Assets		47,157
Total Assets		982,820
Liabilities
Deposits		96,108
Other Liabilities		54,523
Total Liabilities		150,631
Equity Capital
Common Stock		600
Surplus		701,587
Retained Earnings		130,002
Total Equity Capital		832,189
Total Liabilities and Equity Capital		982,820

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