Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WILLIAMSON BRUCE A
   2. Issuer Name and Ticker or Trading Symbol
DYNEGY INC. [DYN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
1000 LOUISIANA, SUITE 5800		 3. Date of Earliest Transaction (Month/Day/Year)
04/02/2007
(Street)

HOUSTON, TX 77002		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 04/02/2007   A   963,451 A (1) 963,451 D  
Class A common stock 04/02/2007   A   10,217 A (1) 10,217 I By 401(k) Plan (2)
Class A common stock 04/02/2007(3)   A(4)   165,461 A $ 0 1,128,912 D  
Class A common stock 04/02/2007   F(5)   131,941 D $ 9.67 996,971 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 4.88 04/02/2007   A   1,887,248   04/02/2007 03/16/2016 Class A common stock 1,887,248 (6) 1,887,248 D  
Employee Stock Option (Right to Buy) $ 9.67 04/02/2007(3)   A   651,732     (7) 04/02/2017 Class A common stock 651,732 $ 0 651,732 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WILLIAMSON BRUCE A
1000 LOUISIANA
SUITE 5800
HOUSTON, TX 77002		   X     Chairman & CEO  

Signatures

 /s/ Heidi D. Lewis, Attorney-in-Fact   04/04/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On April 2, 2007, Dynegy Inc., expected to be renamed Dynegy Illinois Inc. (the ?Predecessor?), merged into a wholly owned subsidiary (the ?Merger?) of Dynegy Acquisition, Inc., now known as Dynegy Inc. (the ?Issuer?). In connection with the Merger, each share of Predecessor common stock was converted into the right to receive one share of Issuer common stock.
(2) Rounded. Reflects shares held for the Reporting Person?s account by the Trustee of the Dynegy Inc. 401(k) Savings Plan as of April 2, 2007.
(3) The grants of the options and restricted stock were approved by a committee of the Issuer?s board of directors on April 2, 2007.
(4) Restricted stock grant pursuant to Rule 16b-3(d). The stock vests in full on April 2, 2010.
(5) These shares were withheld by the Issuer to pay the taxes applicable to the vesting of 360,261 shares of restricted stock on April 2, 2007 in connection with the Merger.
(6) Each Predecessor stock option was converted into one Issuer stock option, with the same terms and conditions applicable to the Predecessor stock option, at the effective time of the Merger.
(7) Option grant pursuant to Rule 16b-3(d). The option becomes exercisable in three equal annual installments beginning April 2, 2008.

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