UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 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):               MAY 8, 2002

                                  DYNEGY INC.

             (Exact name of registrant as specified in its charter)


           ILLINOIS                    1-15659               74-2928353
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
       of incorporation)                                 Identification No.)

                1000 LOUISIANA, SUITE 5800, HOUSTON, TEXAS 77002
                ------------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

       Registrant's telephone number, including area code: (713) 507-6400



ITEM 5.  OTHER EVENTS.

     On May 8, 2002, Dynegy Inc. issued a press release announcing the
Securities and Exchange Commission's intention to request a formal order of
investigation in connection with the natural gas transaction referred to as
"Project Alpha."

     A copy of Dynegy's May 8, 2002 press release relating to the investigation
is attached hereto as exhibit 99.1 and is incorporated herein by this
reference.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements of Business Acquired - Not applicable.

(b)  Pro Forma Financial Information - Not applicable.

(c)  Exhibits:

     99.1   Press release of Dynegy Inc. dated May 8, 2002.

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                                   SIGNATURES

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

                                    DYNEGY INC.


                                     /s/  Keith R. Fullenweider
                                    ----------------------------
                                    Keith R. Fullenweider
                                    Senior Vice President and
                                    Deputy General Counsel

Dated:   May 9, 2002

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