Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Stone Carolyn J
 2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2005		 3. Issuer Name and Ticker or Trading Symbol
DYNEGY INC /IL/ [DYN]
(Last)
(First)
(Middle)
1000 LOUISIANA, SUITE 5800		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP & Controller
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOUSTON, TX 77002		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A common stock 5,498 (1)
D
 
Class A common stock 7,654
I
by 401(k) Plan (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (3) 02/04/2013 Class A common stock 4,000 $ 1.77 D  
Employee Stock Option (right to buy)   (4) 02/10/2014 Class A common stock 4,188 $ 4.48 D  
Employee Stock Option (right to buy)   (5) 01/19/2015 Class A common stock 11,544 $ 4.3 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stone Carolyn J
1000 LOUISIANA
SUITE 5800
HOUSTON, TX 77002		       Senior VP & Controller  

Signatures

By: /s/ Carolyn M. Campbell, Attorney-in-Fact 12/15/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 1,953 shares of restricted Class A common stock which vest in full on February 10, 2007 and 3,545 shares of restricted Class A common stock which vest in full on January 19, 2008.
(2) Rounded. Reflects shares held for the Reporting Person's account by the Trustee of the Dynegy Inc. 401(k) Savings Plan as of December 7, 2005.
(3) The option became exercisable as to an aggregate of 2,667 shares on February 4, 2004 and February 4, 2005. The remaining 1,333 shares subject to the option become exercisable on February 4, 2006.
(4) The option became exercisable as to 1,396 shares on February 10, 2005. The remaining 2,792 shares subject to the option become exercisable in two equal annual installments beginning February 10, 2006.
(5) The option becomes exercisable in three equal annual installments beginning January 19,2006.

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