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DPL Inc.   1065 Woodman Drive  Dayton, Ohio 45432      March 15, 2021    VIA EDGAR    Securities and Exchange Commission  Division of Corporation Finance  100 F. Street, N.E.  Washington, D.C. 20549    Re: DPL Inc.  Registration Statement on Form S-4  Ladies and Gentlemen:  In connection with the Registration Statement on Form S-4  filed with the Securities and  Exchange Commission (the “SEC”) on March 15 , 2021 relating to the offer by DPL Inc. (the  “Company”) to exchange its outstanding 4.125% Senior Notes due 2025 (the “Old Notes”) for newly  issued 4.125% Senior Notes due 2025 (the “New Notes”) (the “Exchange Offer”), we supplementally  confirm to the Staff that the Company is registering the Exchange Offer in reliance on the Staff’s  position enunciated in the Exxon Capital Holdings Corporation SEC no-action letter  (available May  13, 1988), the Morgan Stanley & Co. SEC no-action letter (available June 5, 1991) and the Shearman  & Sterling SEC no-action letter (available July 2, 1993).     We represent to the Staff that:     (i)  The Company has not entered into any arrangement or understanding with any  person to distribute the New Notes to be received in the Exchange Offer and, to the  best of the Company’s information and belief, each person participating in the  Exchange Offer is acquiring the New Notes in its ordinary course of business and has  no arrangement or understanding with any person to participate in the distribution of  the New Notes to be received in the Exchange Offer. In this regard, the Company  will make each person participating in the Exchange Offer aware (through the  Exchange Offer prospectus or otherwise) that if such person is participating in the  Exchange Offer for the purpose of participating in a distribution of the New Notes to  be acquired in the Exchange Offer, such person (i) could not rely on the Staff  position enunciated in its no-action letters and interpretive letters of similar effect  and (ii) must comply with registration and prospectus delivery requirements of the  Securities Act of 1933, as amended (the “Securities Act”), in connection with a  secondary resale transaction. The Company acknowledges that such a secondary  resale transaction should be covered by an effective registration statement containing  the selling securityholder information required by Item 507 of Regulation S-K.  (ii)  The Company will also make each person participating in the Exchange Offer  aware that any broker-dealer who holds Old Notes acquired for its own account as a  DocuSign Envelope ID: 1404BFC4-952B-4A17-9F36-052425968053

2    result of market-making activities or other trading activities may participate in the  Exchange Offer so long as the broker-dealer has not entered into any arrangement or  understanding with the Company or an affiliate of the Company to distribute the  New Notes.   (iii) The Company will also make each person participating in the Exchange Offer  aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer  who holds Old Notes acquired for its own account as a result of market-making  activities or other trading activities, and who receives New Notes in exchange for  such Old Notes in the Exchange Offer, may be a statutory underwriter and must  deliver a prospectus meeting the requirements of the Securities Act in connection  with any resale of such New Notes.  (iv) The Company will include in the transmittal letter or similar documentation to  be executed by an exchange offeree, an acknowledgment that if the exchange offeree  is a broker-dealer holding Old Notes acquired for its own account as a result of  market-making activities or other trading activities, it will deliver a prospectus  meeting the requirements of the Securities Act in connection with any resale of New  Notes received pursuant to the Exchange Offer.   If you have any questions or comments about the foregoing, please do not hesitate to contact  the undersigned at (317) 864-5307.  DocuSign Envelope ID: 1404BFC4-952B-4A17-9F36-052425968053

3        Very truly yours,  DPL INC.    By:    Name: Dustin Illyes   Title: Assistant Treasurer     cc:  Richard D. Truesdell, Jr.   Davis Polk & Wardwell LLP   450 Lexington Avenue   New York, NY  10017   (212) 450-4000                                  DocuSign Envelope ID: 1404BFC4-952B-4A17-9F36-052425968053