[DYNEGY INC. LETTERHEAD]

                                   May 2, 2003

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Attention:  Mr. Alex Shukhman
            Re: Dynegy Inc. Form S-3 (Registration No. 333-84828)

Ladies and Gentlemen:

     Pursuant to Rule 477 under the Securities Act of 1933, as amended, Dynegy
Inc., an Illinois corporation (the "Registrant"), hereby requests that the above
captioned Registration Statement be withdrawn as of the date hereof or as soon
thereafter as practicable. The Registrant has determined not to effect a public
offering pursuant to the Registration Statement. The Registrant believes the
withdrawal to be consistent with the public interest and the protection of
investors. The Registrant represents that no securities have been offered or
sold pursuant to the Registration Statement.

                           Very truly yours,

                           DYNEGY INC.


                           By:   /s/ Keith R. Fullenweider
                              -----------------------------------
                              Name:  Keith R. Fullenweider
                              Title: Senior Vice President and
                                     Deputy General Counsel