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)
07/26/2011
3. Issuer Name and Ticker or Trading Symbol
DYNEGY INC. [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)
SVP, Chief Accounting Officer
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)
Common Stock 7,777 (1)
D
 
Common Stock 908
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 Common Stock 800 $ 8.85 D  
Employee Stock Option (Right to Buy)   (4) 02/10/2014 Common Stock 837 $ 22.4 D  
Employee Stock Option (Right to Buy)   (5) 01/19/2015 Common Stock 2,308 $ 21.5 D  
Employee Stock Option (Right to Buy)   (6) 03/16/2016 Common Stock 9,425 $ 24.4 D  
Employee Stock Option (Right to Buy)   (7) 04/02/2017 Common Stock 7,495 $ 48.35 D  
Employee Stock Option (Right to Buy)   (8) 03/06/2018 Common Stock 5,840 $ 37.4 D  
Employee Stock Option (Right to Buy)   (9) 03/04/2019 Common Stock 24,999 $ 5.65 D  
Employee Stock Option (Right to Buy)   (10) 03/03/2020 Common Stock 13,176 $ 7.2 D  
Phantom Stock Units   (11)   (11) Common Stock 21,902 $ (11) D  
Phantom Stock Units   (12)   (12) Common Stock 49,916 $ (12) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stone Carolyn J
1000 LOUISIANA
SUITE 5800
HOUSTON, TX 77002
      SVP, Chief Accounting Officer  

Signatures

/s/ Heidi D. Lewis 08/04/2011
**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) Reflects shares that are restricted common stock, which vest in full on March 3, 2013.
(2) Rounded. Reflects shares held for the Reporting Person's account by the Trustee of the Dynegy Inc. 401(k) Savings Plan as of July 26, 2011.
(3) The option became exercisable in three equal annual installments beginning on February 4, 2004.
(4) The option became exercisable in three equal annual installments beginning on February 10, 2005.
(5) The option became exercisable in three equal annual installments beginning on January 19, 2006.
(6) The option became exercisable in three equal annual installments beginning on March 16, 2007.
(7) The option became exercisable in three equal annual installments beginning on April 2, 2008.
(8) The option became exercisable in three equal annual installments beginning on March 6, 2009.
(9) The option became exercisable as to 8,333 shares on March 4, 2010 and as to an additional 8,333 shares on March 4, 2011. The remaining 8,333 shares become exercisable beginning on March 4, 2012.
(10) The option became exercisable as to 4,392 shares on March 3, 2011. The remaining become exercisable in two equal annual installments beginning on March 3, 2012.
(11) Each unit of phantom stock is the economic equivalent of one share of common stock. The units of phantom stock become payable in cash within 30 days after the vesting date, March 4, 2012.
(12) Each unit of phantom stock is the economic equivalent of one share of common stock. The units of phantom stock become payable in cash in three equal annual installments beginning on March 7, 2012.

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