SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

~~July~~November 1713, 2006 (November 10, 2006)

DYNEGY INC.

DYNEGY HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Illinois Delaware	1-15659 0-29311	74-2928353 94-3248415
Illinois	1-15659	74-2928353
(State or Other Jurisdiction of Incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)
Delaware	0-29311	94-3248415
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 Louisiana, Suite 5800

Houston, Texas 77002

(Address of ~~Registrant’s~~ principal executive offices, including ~~zip code~~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 filing obligation of the registrant under any of the following provisions:

¨x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 78.01 ~~Regulation~~Other FDEvents. ~~Disclosure~~

On ~~July 17~~November 10, 2006, Dynegy Inc. (“Dynegy”) issued a press release announcing that ~~its~~it ~~wholly-owned~~has ~~subsidiary,~~completed ~~Dynegy~~the ~~Holdings~~previously ~~Inc.~~announced ~~(“DHI”),~~sale ~~had completed~~of ~~the~~its ~~redemption~~Rockingham ofPower ~~all~~Generation ofFacility ~~DHI’s~~to ~~outstanding~~Duke ~~Second~~Energy ~~Priority~~Carolinas, LLC ~~Senior~~(a ~~Secured~~subsidiary ~~Floating~~of ~~Rate~~Duke ~~Notes~~Energy) ~~due~~for ~~2008~~approximately $195 million in cash.

A copy of the press release issued by Dynegy is attached ~~hereto~~ as Exhibit 99.1 ~~and~~to isthis ~~incorporated~~Current ~~herein~~Report byon ~~reference~~Form 8-K. The press release includes statements intended as “forward looking statements,” which are subject to the cautionary statement about forward-looking statements set forth therein.

~~Item 9.01~~WHERE ~~Financial~~YOU ~~Statements~~CAN ~~and~~FIND ~~Exhibits~~MORE INFORMATION

~~(d)~~Dynegy ~~Exhibits~~will file a proxy statement/prospectus with the SEC in connection with the previously announced proposed merger with LS Power. Investors and security holders are urged to carefully read the important information contained in the materials regarding the proposed transaction when it becomes available. Investors and security holders will be able to obtain a copy of the proxy statement/prospectus and other relevant documents, free of charge, at the SEC’s web site at http://www.sec.gov. Copies of the proxy statement/prospectus may also be obtained by writing Dynegy Inc. Investor Relations, 1000 Louisiana Street, Suite 5800, Houston, Texas 77002 or by calling 713-507-6466.

~~99.1~~Dynegy, ~~Press~~LS ~~release~~Power byand their respective directors, executive officers, partners and other members of management and employees may be deemed to be participants in the solicitation of proxies from Dynegy’s ~~Inc~~shareholders with respect to the proposed transaction. Information regarding Dynegy’s directors and executive officers is available in the company’s proxy statement for its 2006 Annual Meeting of Shareholders, dated ~~July 17~~April 3, 2006. Additional information regarding the interests of such potential participants will be included in the forthcoming proxy statement/prospectus and other relevant documents filed with the SEC when they become available.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits:


Exhibit No.		Document
99.1		Press release dated November 10, 2006.

SIGNATURES

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.

Date: July 17, 2006	DYNEGY INC. (Registrant)
			DYNEGY INC.
	By:	/s/ J. Kevin Blodgett
			(Registrant)
	Name:	J. Kevin Blodgett
Dated: November 13, 2006			By:	/s/ KENT R. STEPHENSON
	Title:	General Counsel, Executive Vice President,
			Name:	Kent R. Stephenson
		Administration and Secretary
			Title:	Senior Vice President

Date: July 17, 2006	DYNEGY HOLDINGS INC. (Registrant)
			DYNEGY HOLDINGS INC.
	By:	/s/ J. Kevin Blodgett
			(Registrant)
	Name:	J. Kevin Blodgett
Dated: November 13, 2006			By:	/s/ KENT R. STEPHENSON
	Title:	General Counsel, Executive Vice President,
			Name:	Kent R. Stephenson
		Administration and Secretary
			Title:	Senior Vice President

EXHIBIT INDEX

Exhibit Number		Description
Exhibit No.		Document
99.1		Press release ~~by Dynegy Inc.,~~ dated ~~July~~November 1710, 2006.

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