SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Cook Charles C

(Last)

(First)

(Middle)

1000 LOUISIANA

SUITE 5800

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2008

3. Issuer Name and Ticker or Trading Symbol
DYNEGY INC. [ DYN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP and Treasurer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
Class A Common Stock⁽¹⁾	19,052	D
Class A common stock	1,023	I	by 401(k) Plan⁽²⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	06/08/1998	06/08/2008	Class A common stock	140	$10.82	D
Employee Stock Option (right to buy)	11/19/1998	11/19/2008	Class A common stock	10,522	$10.01	D
Employee Stock Option (right to buy)	⁽³⁾	11/19/2009	Class A common stock	7,747	$16.62	D
Employee Stock Option (right to buy)	⁽⁴⁾	01/19/2011	Class A common stock	10,141	$47.19	D
Employee Stock Option (right to buy)	⁽⁵⁾	09/29/2011	Class A common stock	8,116	$34.65	D
Employee Stock Option (right to buy)	⁽⁶⁾	12/21/2011	Class A common stock	9,065	$23.85	D
Employee Stock Option (right to buy)	⁽⁷⁾	03/16/2016	Class A common stock	48,276	$4.88	D
Employee Stock Option (right to buy)	⁽⁸⁾	04/02/2017	Class A common stock	37,475	$9.67	D

Explanation of Responses:

1. Includes 9,514 shares of restricted Class A common stock which vest in full on April 2, 2010.

2. Rounded. Reflects shares held for the Reporting Person's account by the Trustee of Dynegy Inc. 401(k)Savings Plan as of January 1, 2008.

3. The option became exercisable in three equal annual installments beginning November 19, 2000.

4. The option became exercisable in three equal annual installments beginning January 19, 2002.

5. The option became exercisable in three equal annual installments beginning September 28, 2002.

6. The option became exercisable in three equal annual installments beginning December 20, 2002.

7. The option became exercisable as to 16,092 shares on March 16, 2007. The remaining 32,184 shares subject to the option became exercisable on April 2, 2007.

8. The option becomes exercisable in three equal annual installments beginning April 2, 2008.

Remarks:

	/s/ Heidi D. Lewis, Attorney-in-Fact	01/10/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.