FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * MAZANEC GEORGE L   2. Issuer Name and Ticker or Trading Symbol DYNEGY INC /IL/ [DYN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SUITE 5800, 1000 LOUISIANA STREET 3. Date of Earliest Transaction (Month/Day/Year) 04/02/2007 (Street) HOUSTON, TX 77002 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock 04/02/2007   D   11,000 D (1) 0 D   Class A common stock 04/02/2007   D   2,500 D (1) 0 I By IRA (2) Class A common stock 04/02/2007   D   1,000 D (1) 0 I By Foundation (3) Class A common stock 04/02/2007   D   500 D (1) 0 I By IRA (4) Class A common stock 04/02/2007   D   500 D (1) 0 I By Trust (5) Class A common stock 04/02/2007   D   500 D (1) 0 I By Trust (6)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock

(7)

04/02/2007

D

30,844.37

(8)

(8)

Class A Common Stock

30,844.37

(9)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MAZANEC GEORGE L SUITE 5800 1000 LOUISIANA STREET HOUSTON, TX 77002	X

Signatures

By: Heidi D. Lewis, Attorney-in-Fact		04/04/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	On April 2, 2007, Dynegy Inc. (the ?Issuer?) merged into a wholly owned subsidiary (the ?Merger?) of Dynegy Acquisition, Inc., now known as Dynegy Inc. (the ?Successor?). In connection with the Merger, each share of Issuer common stock was converted into the right to receive one share of Successor common stock.
(2)	Reflects shares held by the George Mazanec IRA.
(3)	Reflects shares held by the Mazanec Foundation, of which the Reporting Person is President and Director.
(4)	Reflects shares held by the GM Schwab IRA.
(5)	Reflects shares held by the Rachel Mazanec Trust, a family trust managed by the Reporting Person, in his capacity as trustee, for the benefit of his granddaughter.
(6)	Reflects shares held by the Jason Mazanec Trust, a family trust managed by the Reporting Person, in his capacity as trustee, for the benefit of his grandson.
(7)	These shares of phantom stock are convertible to Class A common stock on a 1-for-1 basis.
(8)	Upon termination of the Reporting Person?s service as a director, the shares of phantom stock become payable, at the election of the Reporting Person, in a lump sum payment or in monthly, quarterly or annual installment payments following such termination. The shares of phantom stock are payable in cash or in shares of Class A common stock.
(9)	Each share of Issuer phantom stock was converted into one share of Successor phantom stock, with the same terms and conditions applicable to the Issuer phantom stock, at the effective time of the Merger.

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