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 *   NICHOLS HOLLI 2. Date of Event Requiring Statement (Month/Day/Year) 11/28/2005 3. Issuer Name and Ticker or Trading Symbol DYNEGY INC /IL/ [DYN] (Last) (First) (Middle) 1000 LOUISIANA STREET, SUITE 5800 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive VP and CFO 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) Class A common stock 19,899 (1) D   Class A common stock 10,970 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)	05/22/2010	Class A common stock	3,690	$ 35.28	D	Â
Employee Stock Option (right to buy)	  (4)	01/19/2011	Class A common stock	8,482	$ 47.19	D	Â
Employee Stock Option (right to buy)	  (5)	09/28/2011	Class A common stock	16,233	$ 34.65	D	Â
Employee Stock Option (right to buy)	  (6)	12/21/2011	Class A common stock	13,008	$ 23.85	D	Â
Employee Stock Option (right to buy)	  (7)	02/05/2013	Class A common stock	15,000	$ 1.77	D	Â
Employee Stock Option (right to buy)	  (8)	02/10/2014	Class A common stock	25,129	$ 4.48	D	Â
Employee Stock Option (right to buy)	  (9)	01/19/2015	Class A common stock	26,639	$ 4.3	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NICHOLS HOLLI 1000 LOUISIANA STREET SUITE 5800 HOUSTON, TX 77002	Â	Â	  Executive VP and CFO	Â

Signatures

/s/ Carolyn M. Campbell, Attorney-in-Fact		12/08/2005
**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)	Includes 11,719 shares of restricted Class A common stock which vest in full on February 10, 2007 and 8,180 shares of restricted Class A common stock which vest in full on January 19, 2008.
(2)	Rounded. Reflects shares held for the Reporting Person's account by the Trustee of Dynegy Inc. 401(k) Savings Plan as of November 28, 2005.
(3)	The option became exercisable in three equal annual installments beginning May 22, 2001.
(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 an aggregate of 10,000 shares on February 4, 2004 and February 4, 2005. The remaining 5,000 shares subject to the option become exercisable on February 4, 2006.
(8)	The option became exercisable as to 8,377 shares on February 10, 2005. The remaining 16,752 shares subject to the option become exercisable in two equal installments beginning February 10, 2006.
(9)	The option becomes exercisable in three equal annual installments beginning January 19, 2006.

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