SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) ~~August 1, 2012 (July 31, 2012)~~

~~DYNEGY~~August 13, ~~INC.~~2012 (August 10, 2012)

DYNEGY HOLDINGS, LLC

(Exact name of ~~registrants~~registrant as specified in ~~their~~its ~~charters~~charter)

Delaware	001-33443	20-5653152
Delaware	000-29311	94-3248415
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

601 Travis, Suite 1400, Houston, Texas		77002
(Address of principal executive offices)		(Zip code)

601 Travis Street, Suite 1400, Houston, Texas
(Address of principal executive offices)

77002
(Zip code)

(713) 507-6400

(Registrant’s telephone number, including area code)

N.A.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 18.01 ~~ENTRY~~OTHER ~~INTO A MATERIAL DEFINITIVE AGREEMENT~~EVENTS.

As previously disclosed, on November 7, 2011, Dynegy Holdings, LLC (“DH”) and four of its wholly-owned subsidiaries, Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C. (collectively, the “DH ~~Debtors~~Debtor Entities”), filed voluntary petitions for relief (the “DH Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York, Poughkeepsie Division (the “Bankruptcy Court”), which are being jointly administered under case no. 11-38111. As also previously disclosed, on June 18, 2012, DH filed a Modified Third Amended Chapter 11 Plan of Reorganization (the “Plan”) for DH proposed by DH and Dynegy Inc. (“Dynegy”, and, together with DH, the “Plan Proponents”) and a related disclosure statement (the “Disclosure Statement”) with the Bankruptcy Court. On July 3, 2012, the Bankruptcy Court entered an order approving the Disclosure Statement in the DH Chapter 11 Cases. On July 3, 2012, the Bankruptcy Court entered an order approving the Disclosure Statement in the DH Chapter 11 Cases. On July 6, 2012, Dynegy, DH’s direct parent, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court (the “Dynegy Chapter 11 Case”), which is being administered under case no. 12-36728. Dynegy’s subsidiaries, other than the five DH Debtor Entities, did not file voluntary petitions for relief and are not debtors under the Dynegy Chapter 11 Case and, consequently, continue to operate their businesses in the ordinary course. On July 10, 2012, the Bankruptcy Court approved the Disclosure Statement in the Dynegy Chapter 11 Case. The orders approving the Disclosure Statement in the DH Chapter 11 Cases and the Dynegy Chapter 11 Case (together the “Chapter 11 Cases”) allowed the Plan Proponents to begin soliciting formal creditor votes on the Plan and authorized them to modify the Plan and the Disclosure Statement such that they constitute a plan of reorganization and disclosure statement for both DH and Dynegy, each as debtors thereunder, and modify the Plan solicitation materials such that they reflect the commencement of the Dynegy Chapter 11 Case (the “Plan Modifications”).

AsThe ~~also~~Plan ~~previously~~Proponents ~~disclosed,~~made ~~on May 30, 2012: (i) Dynegy Inc. (“Dynegy”), (ii) Dynegy Gas Investments, LLC (“DGIN”), (iii) Dynegy Coal Holdco, LLC, (iv)~~ the DHPlan ~~Debtors,~~Modifications (~~v) the~~as ~~beneficial owners of a portion of the outstanding senior notes issued by DH (the “Senior Notes”)~~amended, ~~solely in their capacities as holders of such Senior Notes and not in any other capacity (~~the “~~Consenting~~Joint ~~Senior Noteholders~~Plan”), ~~(vi) Resources Capital Management Corporation (“RCM”), Resources Capital Asset Recovery, L.L.C., Series DD~~ and ~~Series DR,~~Disclosure ~~Roseton~~Statement ~~OL LLC~~ (~~“Roseton~~as ~~OL”)~~amended, ~~Danskammer OL LLC (“Danskammer OL”), Roseton OP LLC, and Danskammer OP LLC, (vii)~~ the ~~beneficial owners of a portion of those certain pass-through trust certificates (the~~ “~~Lease~~Joint ~~Certificates”)~~Disclosure evidencing fractional undivided interests in the pass through trust established pursuant to that certain pass through trust agreement and which, among other things, holds the outstanding notes issued by Roseton OL and Danskammer OL, as owner lessors (the “Lease Certificate HoldersStatement”), ~~under the Indenture of Trust, Mortgage, Assignment of Leases~~ and ~~Rents~~on ~~and Security Agreement related to Roseton Units 1 and 2, dated as of May~~July 812, ~~2001~~2012, ~~and~~ the ~~Indenture~~Plan ofProponents ~~Trust,~~filed ~~Mortgage,~~the ~~Assignment~~Joint ofPlan ~~Leases~~ and ~~Rents~~Joint ~~and~~Disclosure ~~Security~~Statement ~~Agreement~~with ~~related to Danskammer Units 3 and 4, dated as of May 8, 2001 (~~the ~~“Lease~~Bankruptcy ~~Indentures”), who~~Court ~~are parties thereto, solely~~ in their ~~capacities~~respective asChapter ~~holders~~11 ~~of such Lease Certificates and not in any other capacity (the “Consenting Lease Certificate Holders”), (viii) DO S1 Limited, (ix) Loomis, Sayles & Company, L~~Cases.~~P., solely in its capacity as a holder of~~ ~~Series B~~The ~~8.316%~~Joint ~~subordinated capital income securities due 2027 and (x) Claren Road Asset Credit Master Fund Ltd entered into an amended and restated plan support agreement (the “Amended~~ Plan ~~Support~~is ~~Agreement”),~~subject ~~pursuant~~ to ~~which~~confirmation ~~Dynegy~~by ~~and DH agreed to amend~~ the ~~plan~~Bankruptcy ~~of reorganization for DH to reflect the terms contained in the Amended Plan Support Agreement~~Court. ~~On May 31, 2012, Dynegy and DH filed the Amended Plan Support Agreement as part of Exhibit 10.1 to their Form 8-K with the Securities and Exchange Commission.~~

On ~~June~~August 810, 2012, ~~Dynegy~~the ~~and~~ DH, asDebtor ~~co-plan~~Entities ~~proponents~~ filed atheir ~~Third~~monthly ~~Amended~~operating ~~Chapter~~report 11for ~~Plan~~the ofperiod ~~Reorganization~~from ~~for~~June 1, DH2012 through June 30, 2012 (the “~~Third~~Monthly ~~Amended~~Operating ~~Plan~~Report”) ~~and a related disclosure statement~~ with the Bankruptcy Court. ~~reflecting~~The ~~agreements~~Monthly ~~reached~~Operating ~~among~~Report ~~the~~is ~~Plan~~attached ~~Proponents~~as ~~and DH’s major creditor constituencies~~Exhibit 99.1 Onand ~~June 18,~~is ~~2012,~~incorporated ~~the~~herein ~~Plan~~by ~~Proponents~~reference. ~~filed~~This acurrent ~~Modified~~report ~~Third Amended Chapter 11 Plan of Reorganization~~ (~~the~~including ~~“Plan”) and a related disclosure statement (~~the ~~“Disclosure~~exhibit ~~Statement”~~hereto) ~~with~~will ~~the~~not ~~Bankruptcy~~be ~~Court~~deemed ~~reflecting~~an ~~certain~~admission ~~amendments~~as to the ~~Third~~materiality ~~Amended~~of ~~Plan~~any ~~pursuant~~information required to ~~further~~be ~~agreements~~disclosed ~~reached~~solely ~~among~~by ~~DH,~~Regulation ~~Dynegy and DH’s major creditor constituencies~~FD. ~~On July 3, 2012, the Bankruptcy Court entered an order approving the Disclosure Statement in the DH Chapter 11 Cases.~~

OnLimitation July 6, 2012, Dynegy filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court (the “Dynegy Chapter 11 Case”). On July 10, 2012, the Bankruptcy Court entered an order approving the Disclosure Statement in the Dynegy Chapter 11 Case. The orders approving the Disclosure Statement in the DH Chapter 11 Cases and the Dynegy Chapter 11 Case (together the “Chapter 11 Cases”) allowed DH and Dynegy to begin soliciting formal creditor votes on ~~the~~Incorporation ~~Plan~~by and authorized them to modify the Plan and the Disclosure Statement such that they reflect the commencement of the Dynegy Chapter 11 Case and constitute a plan of reorganization and disclosure statement for both DH and Dynegy, each as debtors thereunder.Reference

OnPursuant ~~July~~to General Instruction B.2 of Form ~~12,~~8-K ~~2012,~~and DHSecurities and ~~Dynegy~~Exchange ~~filed~~Commission Release No. 33-8176, the information contained in ~~their~~this ~~respective~~Item ~~Chapter~~8.01 11and ~~Cases~~Exhibit 99.1 aattached ~~Joint~~hereto ~~Chapter~~shall 11not ~~Plan~~be ofdeemed ~~Reorganization~~“filed” for DHpurposes ~~and~~of ~~Dynegy~~Section 18 (of the ~~“Joint~~Securities ~~Plan”)~~Exchange ~~and~~Act ~~related~~of ~~disclosure~~1934, ~~statement~~as ~~(the~~amended, ~~“Joint~~is ~~Disclosure~~not ~~Statement”),~~subject ~~which~~to ~~reflects~~the ~~such~~liabilities ~~modifications.~~of ~~The~~that ~~Joint~~section ~~Plan~~and is ~~subject~~not todeemed ~~confirmation~~incorporated by ~~the~~reference ~~Bankruptcy~~in ~~Court~~any ~~and~~filing under the ~~confirmation~~Securities ~~hearing~~Act isof ~~scheduled~~1933, ~~for~~as ~~September 5~~amended, ~~2012~~except as shall be expressly set forth by specific reference in such a filing.

OnCautionary ~~July 31,~~Statement ~~2012,~~Regarding asFinancial ~~provided~~Operating for in the Amended Plan Support Agreement, Dynegy, DH, the Consenting Senior Noteholders, the Consenting Lease Certificate Holders and RCM (collectively, the “Amendment Parties”) entered into the First Amendment to the Amended Plan Support Agreement (the “First Amendment”).Data

2DH cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Debtors. The Monthly Operating Report is limited in scope, covers a limited time period, is limited to the Debtors’ operations and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with Generally Accepted Accounting Principles in the United States, is in a format prescribed by applicable bankruptcy laws and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in DH’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in DH’s reports pursuant to the Exchange Act, and such information might not be indicative of DH’s financial condition or operating results for the period that would be reflected in DH’s financial statements or in its reports pursuant to the Exchange Act (i.e. DH’s financial data is limited and is not presented on a consolidated basis). Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

InCautionary ~~particular,~~Statement ~~the~~Regarding ~~First~~Forward-Looking ~~Amendment provides as follows (subject to the terms and conditions contained therein), which include, among other things, modifications made to conform to the Joint Plan:~~Statements

~~(i) only~~This ~~(a) the~~Current ~~holders~~Report ofon ~~a majority of the aggregate principal amount of the Senior Notes and constituting not less than two Consenting Senior Noteholders (the “Majority Consenting Senior Noteholders”) or (b)~~Form ~~the~~8-K ~~holders~~contains ofstatements areflecting ~~majority~~assumptions, ofexpectations, ~~the aggregate principal amount of Lease Certificates (the Majority Consenting Lease Certificate Holders”)~~projections, ~~and~~intentions noor ~~other~~beliefs ~~parties,~~about ~~may~~future ~~assert~~events that ~~the~~are ~~Plan~~intended isas ~~not a~~ “~~Conforming~~forward-looking ~~Plan~~statements,” ~~(as~~particularly ~~defined~~those instatements concerning the ~~Amended~~monthly ~~Plan~~operating ~~Support~~reports ~~Agreement) because of claims asserted against Dynegy (such assertion, a “Non-Conforming Plan Assertion”);~~ and

~~(ii) in the event of a Non-Conforming Plan Assertion:~~ 2

chapter 11 proceedings. Discussion of risks and uncertainties that could cause actual results to differ materially from current projections, forecasts, estimates and expectations of Dynegy is contained in our filings with the Securities and Exchange Commission (athe “SEC”) . Specifically, Dynegy makes reference to, and incorporates herein by reference, the ~~applicable~~section ~~parties~~entitled “Risk Factors” in its most recent Form 10-K, ~~agree~~as amended, and subsequent reports on Form 10-Q. In addition to ~~seek~~the risks and uncertainties set forth in Dynegy’s SEC filings, the forward-looking statements included in the Current Report on Form 8-K could be affected by, among other things, (i) any unanticipated expense or delay resulting from the chapter 11 process, which is inherently unpredictable; (ii) beliefs and assumptions regarding our ability to continue as a ~~Conforming~~going concern; (iii) ability to obtain approval of the Bankruptcy Court with respect to the debtors’ motions in the DH and Dynegy Chapter 11 Cases and to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the DH and Dynegy Chapter 11 Cases, including the Joint Plan ~~Determination~~and related Joint Disclosure Statement, and to consummate all the transactions contemplated by the Amended and Restated Settlement Agreement and Amended and Restated Plan Support Agreement; (iv) the anticipated effectiveness of the overall restructuring activities and any additional strategies to address our liquidity and our capital resources, including accessing the capital markets; (v) limitations on Dynegy’s ability to utilize previously incurred federal net operating losses or ~~Non~~alternative minimum tax credits; (vi) the timing and anticipated benefits to be achieved through Dynegy’s company-~~Conforming~~wide ~~Plan~~cost ~~Determination~~savings programs, including its PRIDE initiative; (vii) beliefs and assumptions relating to liquidity, available borrowing capacity and capital resources generally, including the extent to which such liquidity could be affected by poor economic and financial market conditions or new regulations and any resulting impacts on anfinancial ~~expedited~~institutions ~~basis~~and other current and ~~request~~potential ~~that~~counterparties; (viii) expectations regarding environmental matters, including costs of compliance, availability and adequacy of emission credits, and the ~~Bankruptcy~~impact ~~Court~~of ~~set~~ongoing proceedings and potential regulations or changes to current regulations, including those relating to climate change, air emissions, cooling water intake structures, coal combustion byproducts, and other laws and regulations to which Dynegy is, or could become, subject; (ix) beliefs, assumptions and projections regarding the demand for power, generation volumes and commodity pricing, including natural gas prices and the impact on such prices from shale gas proliferation and the timing of a ~~hearing~~recovery ~~date~~in nonatural ~~later~~gas ~~than~~prices, 20if ~~days~~any; ~~after~~(x) sufficiency of, access to and costs associated with coal, fuel oil and natural gas inventories and transportation thereof; (xi) beliefs and assumptions about market competition, generation capacity and regional supply and demand characteristics of the ~~Non~~wholesale power generation market, including the anticipation of higher market pricing over the longer term; (xii) beliefs and assumptions regarding our ability to enhance or protect long-~~Conforming~~term ~~Plan~~value ~~Assertion~~for isDynegy’s ~~delivered~~stockholders; (xiii) the effectiveness of Dynegy’s strategies to capture opportunities presented by changes in commodity prices and to manage its exposure to energy price volatility; (xiv) beliefs and assumptions about weather and general economic conditions; (xv) beliefs concerning the reconsolidation of Dynegy Holdings, LLC; (xvi) expectations regarding compliance with Dynegy’s new credit agreements, including collateral demands, interest expense and other payments; (xvii) projected operating or financial results, including anticipated cash flows from operations, revenues and profitability, Dynegy’s focus on safety and its ability to efficiently operate its assets so as to capture revenue generating opportunities and operating margins; (xviii) beliefs about the outcome of legal, regulatory, administrative and legislative matters; and (xix) expectations regarding performance standards and estimates regarding capital and maintenance expenditures, including the Consent Decree and its associated costs and performance standards. Any or all of Dynegy’s forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond our control.

(b) none of the parties to the Amended Plan Support Agreement or the creditors’ committee appointed in the DH Chapter 11 Cases (the “Creditors’ Committee”) will seek, direct any other person to seek, or support any other party in seeking, appellate review of any Conforming Plan Determination or Non-Conforming Plan Determination;

(c) if a Non-Conforming Plan Assertion is delivered by either the Majority Consenting Senior Noteholders or the Majority Consenting Lease Certificate Holders, but not both, the parties who did not deliver a Non-Conforming Plan Assertion shall not be permitted to deliver a Non-Conforming Plan Assertion once the Bankruptcy Court renders a Conforming Plan Determination or a Non-Conforming Plan Determination; and

(d) if, and only if, a Non-Conforming Plan Assertion is delivered by the Majority Consenting Senior Noteholders or the Majority Consenting Lease Certificate Holders, the Creditors’ Committee may appear and be heard in connection with such Non-Conforming Plan Assertion in the Bankruptcy Court; provided that (i) the Creditors’ Committee shall not (x) seek appellate review of a Conforming Plan Determination or a Non-Conforming Plan Determination or (y) file or otherwise initiate any request for reconsideration of such determination and (ii) in the event Dynegy and the party or parties who have made the Non-Conforming Plan Assertion agree to a consensual resolution of such assertion, the Creditors’ Committee shall not have any further right to appear or be heard in connection therewith;

(iii) Dynegy agrees to provide by August 6, 2012, (a) copies of all proofs of claim timely filed against Dynegy (and will provide copies of untimely proofs of claim promptly after receipt), and (b) on an expedited basis, any reasonably requested diligence materials relating to the claims filed against Dynegy, in each case to the PSA Parties (and the Creditors’ Committee);

(iv) the September 10, 2012 deadline for entry of the Confirmation Order shall be extended to September 21, 2012; and

(v) solely in the event of a Non-Conforming Plan Assertion, if, as of September 21, 2012, the Bankruptcy Court has not yet rendered a Conforming Plan Determination or a Non-Conforming Plan Determination, (a) the deadline for the entry of an order confirming a Conforming Plan shall be extended to the date that is five (5) days after the Bankruptcy Court makes a Conforming Plan Determination or a Non-Conforming Plan Determination; and (b) the deadline for the occurrence of the effective date of a Conforming Plan (currently October 1, 2012) shall be extended to the date that is fifteen (15) days after the Plan Confirmation Milestone.

This summary of the terms of the First Amendment is qualified in its entirety by the full text of the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:

Exhibit No.		Document
10.1		First Amendment, dated July 31, 2012
99.1		Monthly Operating Report for the period from June 1, 2012 through June 30, 2012, filed with the United States Bankruptcy Court for the Southern District of New York

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DYNEGY INC.
Date: August 1, 2012	By:	/s/ Catherine B. Callaway
	Name:	Catherine B. Callaway
	Title:	Executive Vice President, Chief Compliance Officer and General Counsel
	DYNEGY HOLDINGS, LLC
Date: August 1, 2012	By:	/s/ Catherine B. Callaway
Date: August 13, 2012	By:	/s/ Catherine B. Callaway
	Name:	Catherine B. Callaway
	Title:	Executive Vice President, Chief Compliance Officer and General Counsel

EXHIBIT INDEX

Exhibit No.		Document
10.1		First Amendment, dated July 31, 2012
99.1		Monthly Operating Report for the period from June 1, 2012 through June 30, 2012, filed with the United States Bankruptcy Court for the Southern District of New York

Filing Compare · DYNEGY HOLDINGS, LLC