file a proposal to join an RTO by

On October 15, 2000 or file a description of efforts taken to participate in an RTO, reasons for not participating in an RTO, any obstacles to participation in an RTO, and any plans for further work towards participation. The Company28, 2002, DP&L filed with the FERC on October 16, 2000Public Utilities Commission of Ohio (“PUCO”) requesting an extension of its market development period as originally determined under Case No. 99-1687-EL-ETP from December 31, 2003 to joinDecember 31, 2005.  If approved by the Alliance RTO.PUCO as requested, the extension of the market development period will continue DP&L’s current rate structure and provide its retail customers with rate stability.  On December 19, 2001,March 31, 2003, the FERCPUCO issued a staff recommendation that suggests the adoption of the Company’s request to extend its market development period through 2005 and maintain current rates.  However, beginning January 1, 2004, it proposes to increase the credit issued to commercial and industrial customers who elect competitive retail generation service during the market development period, which may increase the number of customers who switch to a competitive supplier.  On April 1, 2003, the PUCO issued an Order that did not approvesets the Alliance RTO as a stand-alone RTO. However, on April 24, 2002, the FERC approved the Alliance Companies' proposal to form an independent transmission company that will operate under the umbrellahearing date in this case for May 15, 2003.  The final outcome of an existing RTO. this case cannot be determined at this time.

On May 28, 2002, the Company filed a notice with the FERCFederal Energy Regulatory Commission (“FERC”) stating its intention to join the PJM Interconnection, L.L.C. (“PJM”), an organization responsible for the operation and control of the bulk electric power system throughout major portions of five Mid-Atlantic states and the District of Columbia.  On July 31, 2002, the FERC granted DP&L conditionalthe Company approval to join PJM.PJM conditioned on the parties meeting several regulatory reliability, ratemaking, and market developing initiatives.  On September 30, 2002, the Company signed an implementation agreement with PJM with the expectation that the Company will be fully integrated into the PJM market by May 1, 2003.

  On July 31, 2002,March 3, 2003, PJM announced the FERC issued a Standard Market Design Noticeplanned date for the full integration of Proposed Rulemaking ("SMD NOPR"). The SMD NOPR establishes a set of rules to standardize wholesale electric market design to create wholesale competitionAmerican Electric Power, Commonwealth Edison, and efficient transmission systems. The impact on this rulemaking cannot be determined at this time.

        Thethe Company was granted market-base rate authority pursuant to an Order dated September 29, 1996. On September 27, 2002,being extended.  While technical implementation activities continue, full integration of the Company filed an updated market power analysis withutilities into PJM will be delayed pending the FERC in support of its authority to sell power at market-based rates.necessary regulatory approvals.

On September 12, 2002, the Ohio Consumers'Consumers’ Counsel, Industrial Energy Users-Ohio and American Municipal Power-Ohio, Inc. filed a complaint with the Public Utilities Commission of Ohio ("PUCO"). The complaint allegesPUCO alleging that the Company hashad failed to join and transfer operational control of its transmission assets to a FERC approved RTO.FERC-approved Regional Transmission Organization (“RTO”).  The Company filed a motion to dismiss the complaint on October 24, 2002.  WhileOn February 20, 2003, the Company intends to vigorously defendPUCO issued an Entry ordering this case to be stayed until otherwise ordered by the impactPUCO, stating there were too many unresolved issues relating to the RTO matters.  As such, the outcome of thethis complaint cannot be determined at this time.

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On July 22, 1998,March 10, 2003, American Municipal Power of Ohio, Inc. on behalf of the PUCO approvedCompany’s municipal customers (“Municipals”) filed a complaint at the implementationFERC alleging the Municipals will be faced with higher rates under the Power Services Agreement they entered into with the Company in 1994 once the Company is fully integrated into PJM.  The Company intends to vigorously defend this case and cannot be determine the outcome of Minimum Electric Service Standards for all of Ohio's investor-owned electric utilities. This Order details minimum standards of performance for a variety of service-related functions, effective July 1, 1999. this complaint at this time.

On March 21, 2002, the PUCO staff issued additionalproposed modifications to rulesthe Minimum Electric Service and Safety Standards, which are designed to guide theestablish performance standards for various service-related functions of investor-owned electric utility companies as they enter deregulation. These rules include certificationutilities.  The proposed modifications affect billing, collections, allocation of providers of competitive retail electric services, minimum competitive retail electric service standards, monitoring the electric utility market,customer payments, meter reading, and noncompetitive electric service and safety.distribution circuit performance.  The Company submitted comments and reply comments on the proposed rules, and filed an application for rehearing on AprilOctober 26, 2002.  On March 18, 2002. The2003, the PUCO issued an Entry on Rehearing adopting the final rules on September 26, 2002.proposed modification with minor changes. The cost to the Companyeffect of compliance with these rules as issued but not yet adopted by the Joint Committee on Agency Rule ReviewCompany is not expected to be material.currently under review.

On October 10, 2002,February 20, 2003, the PUCO initiated a proceeding to review the financial condition of major public utilities in Ohio. The purpose of this review is to ensure that any adverse financial consequences of parent or affiliated companies unregulated operations do not impact the financial integrity of the regulated public utility. The PUCO is notissued an Entry requesting any financial informationcomments from the utilities at this time. The PUCO is accepting comments until November 11, 2002interested stakeholders on the scopeproposed rules for the conduct of this review. The impact of this review cannot be determineda competitive bidding process that will take place at this time.

        On October 28, 2002, the Company filed with the PUCO requesting to extend its market development period from December 31, 2003 to December 31, 2005. If approved by the PUCO, the extensionend of the market development period will continue the Company's current rate structureperiod.  The Company submitted comments and provide its retail customers with rate stability.

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Environmental Considerations

reply comments on March 7 and March 21, 2003, respectively.  The Ohio Environmental Protection Agency adopted rules that will constitute Ohio's State Implementation Plan ("SIP") for nitrogen oxide ("NOx") reductions. The state rules are substantially similar to the reductions required under the federal Clean Air Act Section 126 rulemaking and federal NOx SIP rule. The Company's current NOx reduction strategy and associated expenditures to meet the federal reduction requirements should satisfy the state SIP reduction requirements.

        In April 2002, the United States Environmental Protection Agency ("US EPA") issued proposed rules governing existing facilities that have cooling water intake structures. Final rules are anticipated in August 2003. The impacteffect of the finalproposed rules cannot be determined at this time.

 In September 2002,

On March 20, 2003, the CompanyPUCO issued an Entry initiating a PUCO investigation regarding the desirability, feasibility, and other parties receivedtiming of declaring that retail ancillary, metering, billing and/or collection services are competitive retail electric services that consumers may obtain from any supplier.  The initiation of this investigation was based on a special notice thatrequirement in the US EPA considers them1999 Ohio deregulation legislation.  The PUCO is asking interested stakeholders to be Potentially Responsible Parties for the clean up of hazardous substances at the South Dayton Landfill site in Dayton, Ohio. The US EPA seeks recovery of past costsfile comments by

June 6, 2003 and funding for a Remedial Investigation and Feasibility Study. The US EPA has not provided an estimated clean-up cost for this site. The information available does not demonstrate that the Company contributed hazardous substances to the site.reply comments by July 7, 2003.  The Company will challengeactively participate in this action.case and will evaluate the potential outcome of this proceeding.

Competition

As of April 2003, a non-utility affiliated marketer completed its registration to become a competitive retail generation service provider in the Company’s service territory.  The Company anticipates that this competitor will begin a marketing campaign to provide competitive retail generation service to the Company’s residential customers.

Environmental Considerations

On November 22, 2002, the United States Environmental Protection Agency (“USEPA”) announced its final rule package on New Source Review reform and its proposed rule on the definition of “routine maintenance, repair and replacement.”  On December 31, 2002, the final and proposed rules were published in the Federal Register.  Following this announcement, several northeast states brought lawsuits in the United States Court of Appeals for the District of Columbia (the “Court”) challenging the final rule.  On March 6, 2003, the Court denied a petition for a stay that would have delayed implementation of the final rules.  The Company, along with utility groups in which it is a member, is conducting an extensive review of the published rules and does not expect the rule changes to have a material effect on the Company’s financial position, earnings, or cash flow.

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On July 29, 2002, the Bush Administration offered proposed legislation known as the "Clear Skies"“Clear Skies” initiative.  The proposal calls for emissions reductions for sulfur dioxide, nitrogen oxides, and mercury commencing between 2008 and 2010.  Senator Jeffords also offered aA competing multi-pollutant proposalproposed legislation calling for reductions in sulfur dioxide, nitrogen oxides, mercury, and carbon dioxide emissions with earlier implementation dates.dates has also been proposed by a state senator.  Neither proposal is expected to bewas passed in 2002.  The impactSince the offering of the potentialClear Skies proposal, competing proposed legislation revising the air pollution laws has emerged in the 108^th session of Congress.  In 2003, the Clear Skies and competing proposals were re-introduced in the second half of the 108^th session of Congress.  The effect of any of the proposed legislation, if passed, cannot be determined at this time, but the compliance with new environmental regulation if passed may require additional capital expenditures and may increase operating costs.

On January 14, 2003, the USEPA issued proposed national emissions standards for hazardous air pollutants for stationary combustion turbines.  Final rules are anticipated in August 2003.  The effect of any final standards cannot be determined at this time.

On April 14, 2003, the USEPA issued proposed and direct final rules for standards of performance for stationary gas turbines.  The final rules will not have a material impact on the Company’s combustion turbine facilities.

During the first quarter of 2003, the Ohio Environmental Protection Agency (“Ohio EPA”) indicated that, as part of the regular permit renewal process for the National Pollutant Discharge Eliminations System (“NPDES”) permit for J.M. Stuart Station, it may not renew the thermal variance that was previously issued under Section 316(a) of the Clean Water Act.  The Company is continuing discussions with the Ohio EPA and is assessing the effect of this on the Company’s operations.

Item 6.Exhibits and Reports on Form 8-K

(a)

(a)	There are no exhibits required by Item 601 of Regulation S-K for the quarter ended March 31, 2003.
(b)	Reports on Form 8-K.

On March 13, 2003, DP&L filed a Form 8-K reporting under Item 4 that its independent accountants, PricewaterhouseCoopers LLP, had declined to stand for reelection by the Finance and Audit Review Committee of the Board of Directors as DP&L’s independent accountants for the quarteryear ended September 30, 2002.



(b)

Reports on Form 8-K.

December 31, 2003.

No reports on

On April 14, 2003, DP&L Inc. filed a Form 8-K were filed byreporting under Item 4 that its Finance and Audit Committee of the Company duringBoard of Directors appointed KPMG LLP as DP&L’s independent accountants for the quarteryear ended September 30, 2002.

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SIGNATURES
December 31, 2003.