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): APRIL 29, 2002

                                   DYNEGY INC.
             (Exact Name of Registrant as Specified in its Charter)

        Illinois                     1-15659               74-2928353
(State or other jurisdiction  (Commission File Number)    (IRS Employer
    of incorporation)                                   Identification No.)

                           1000 Louisiana, Suite 5800
                              Houston, Texas 77002
                    (Address of principal executive offices)

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

                                 Not Applicable
          (Former name or former address, if changed since last report)


ITEM 5. OTHER EVENTS.

     Dynegy Inc. ("Dynegy") has recently become aware of the public announcement
of several class action lawsuits that have been commenced on behalf of
purchasers of publicly traded securities of Dynegy generally during the period
between April 2001 and April 2002. Dynegy has not been served with complaints
relating to these actions. However, based on press reports relating to these
complaints, Dynegy understands that they principally assert that Dynegy and
certain of its officers and directors violated the federal securities laws in
connection with Dynegy's accounting treatment and disclosure of the natural gas
supply transaction that was entered into by Dynegy in April 2001 and the subject
of Dynegy's Current Report on Form 8-K filed on April 25, 2002. Dynegy
anticipates that additional suits of this nature may be commenced and that all
such suits will eventually be consolidated in a single court. Dynegy will fully
analyze these allegations once the complaints are received and, based on its
current understanding, believes these allegations are without merit and intends
to vigorously defend against them.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

c) Exhibits. The following exhibits are filed with this document: None.


                                    SIGNATURE

     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.

                           BY:   /s/ Keith R. Fullenweider
                                 ----------------------------------------------
                                 Keith R. Fullenweider
                                 Senior Vice President, Deputy General Counsel
                                 and Secretary

Dated: April 29, 2002