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): JULY 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

     On July 29, 2002, Dynegy Inc. issued a press release, a copy of which is
attached hereto as exhibit 99.1 and the contents of which are incorporated
herein by this reference, announcing that it has agreed to sell Northern Natural
Gas Company to MidAmerican Energy Holdings Company for $928 million in cash,
subject to certain adjustment for working capital changes. Under the terms of
this agreement, which have been approved by the boards of both companies,
MidAmerican Energy will acquire all of the common and preferred stock of
Northern Natural and will assume $950 million in outstanding Northern Natural
debt. The transaction is expected to close in August 2002 subject to customary
closing conditions, including Hart-Scott-Rodino approval.

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 July 29, 2002.

          99.2 Purchase and Sale Agreement dated July 28, 2002 among Dynegy
               Inc., NNGC Holding Company, Inc. and MidAmerican Energy Holdings
               Company.



                                    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: July 30, 2002