SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(dD) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

~~June 26~~July 17, 2006

DYNEGY INC.

DYNEGY HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Illinois	1-15659	74-2928353
Illinois Delaware	1-15659 0-29311	74-2928353 94-3248415
(State or Other Jurisdiction of Incorporation)	(Commission ~~File~~file ~~Number~~number)	(I.R.S. Employer Identification No.)

1000 Louisiana, Suite 5800

Houston, Texas 77002

(Address of Registrant’s principal executive offices, including ~~Zip Code~~zip code)

(713) 507-6400

(Registrant’s telephone number, including area code)

N.A.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On July 17, 2006, Dynegy Inc. ~~(“Dynegy”)~~issued ~~is participating in~~ a ~~series~~press ofrelease ~~meetings~~announcing ~~with~~that ~~analysts~~its ~~and investors in New York, Connecticut, Philadelphia and Baltimore the week of June 26~~wholly-~~30,~~owned ~~2006 at which Bruce A. Williamson~~subsidiary, Dynegy’s ~~Chairman~~Holdings ~~and~~Inc. ~~Chief Executive Officer~~(“DHI”), ~~Holli~~had completed ~~Nichols,~~the ~~Dynegy’s~~redemption ~~Executive~~of ~~Vice~~all ~~President~~of ~~and Chief Financial Officer, and Steve Furbacher, Dynegy~~DHI’s ~~President~~outstanding ~~and~~Second ~~Chief~~Priority ~~Operating~~Senior ~~Officer,~~Secured ~~will~~Floating beRate ~~conducting~~Notes ~~a marketing~~due ~~presentation~~2008.

~~The~~A ~~slide~~copy presentation for use in conjunction with these meetings is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The presentation slides contained in the exhibit include statements intended as “forward-looking statements,” which are subject to the cautionary statement about forward-looking statements set forth in such exhibit. Certain of the ~~slides~~press ~~set~~release ~~forth~~is inattached ~~the~~hereto ~~Appendix~~as to Exhibit 99.1 ~~also~~and ~~contain non-GAAP financial information. The reconciliation of such non-GAAP financial information to GAAP financial measures, to the extent available without unreasonable effort,~~ is ~~included~~incorporated inherein ~~such Appendix~~by reference.

~~In accordance with SEC Release No.~~Item ~~33-8176,~~9.01 ~~the~~Financial ~~information~~Statements ~~contained~~and inExhibits the presentation slides furnished as exhibits hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

~~Item 9.01~~(d) ~~Financial Statements and~~ Exhibits.

~~(a)~~99.1 ~~Financial~~Press ~~Statements~~release ofby ~~Businesses~~Dynegy ~~Acquired:~~Inc., ~~Not~~dated ~~applicable~~July 17, 2006.

(b) Pro Forma Financial Information: Not applicable.

Exhibit No.		Document
99.1		Dynegy Inc. slide presentation to investors and analysts to be held in New York, Connecticut, Philadelphia and Baltimore during the week of June 26-30, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DYNEGY INC.
Date: July 17, 2006	DYNEGY INC. (Registrant)
	(Registrant)
	By:	/s/ J. Kevin Blodgett
Dated: June 26, 2006	By:	/s/ J. KEVIN BLODGETT
	Name:	J. Kevin Blodgett
	Title:	General Counsel, ~~EVP-Administration~~Executive &Vice ~~Secretary~~President,
		Administration and Secretary


Date: July 17, 2006	DYNEGY HOLDINGS INC. (Registrant)

	By:	/s/ J. Kevin Blodgett
	Name:	J. Kevin Blodgett
	Title:	General Counsel, Executive Vice President,
		Administration and Secretary

EXHIBIT INDEX

Exhibit No.		Document
Exhibit Number		Description
* 99.1		Dynegy Inc. slide presentation to investors and analysts to be held in New York, Connecticut, Philadelphia and Baltimore during the week of June 26-30, 2006.
99.1		Press release by Dynegy Inc., dated July 17, 2006.

* Furnished herewith

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