Ownership Submission
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 *
WILLIAMSON BRUCE A
   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
__X__ Officer (give title below) _____ Other (specify below)
Chariman & CEO
(Last)
(First)
(Middle)
1000 LOUISIANA STREET, SUITE 5800		 3. Date of Earliest Transaction (Month/Day/Year)
03/16/2006
(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 03/16/2006(1)   A(2)   163,935 A $ 0 1,109,529 (3) D  
Class A Common Stock               8,612 I By 401(k) Plan (4)

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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
Employee Stock Option (right to buy) $ 4.3 03/16/2006   D     639,344   (5) 01/19/2015 Class A Common Stock 639,344 (6) 0 D  
Employee Stock Option (right to buy) $ 4.48 03/16/2006   D     405,928   (7) 02/10/2014 Class A Common Stock 405,928 (6) 0 D  
Employee Stock Option (right to buy) $ 0.88 03/16/2006   D     333,333   (8) 10/23/2012 Class A Common Stock 333,333 (6) 0 D  
Employee Stock Option (right to buy) $ 0.88 03/16/2006   D     1,000,000   (8) 10/23/2012 Class A Common Stock 1,000,000 (6) 0 D  
Employee Stock Option (right to buy) $ 4.88 03/16/2006(1)   A   967,707     (9) 03/16/2016 Class A Common Stock 967,707 (6) 967,707 D  
Employee Stock Option (right to buy) $ 4.88 03/16/2006(1)   A   919,541     (9) 03/16/2016 Class A Common Stock 919,541 $ 0 919,541 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WILLIAMSON BRUCE A
1000 LOUISIANA STREET
SUITE 5800
HOUSTON, TX 77002		   X     Chariman & CEO  

Signatures

 By: /s/ Carolyn M. Campbell, Attorney-in-Fact   03/17/2006
**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) The grants of the options and restricted stock were approved by a committee of the Issuer's board of directors on March 16, 2006.
(2) Restricted stock grant pursuant to Rule 16b-3(d). The stock vests in full on March 16, 2009.
(3) Includes 435,268 and 196,326 shares of restricted stock which vest in full on February 10, 2007 and January 19, 2008.
(4) Rounded. Reflects shares held for the Reporting Person's account by the Trusee of the Dynegy Inc. 401(k) Savings Plan as of March 16, 2006.
(5) The option became exercisable as to 213,115 shares on January 19, 2006. Options to purchase the remaining shares would have become exercisable in equal annual installments on January 19, 2007 and January 19, 2008.
(6) The options were cancelled by mutual agreement of the reporting person and Dynegy Inc. The reporting person received 967,707 new stock options as set forth herein and will receive $5,565,187 as a deferred cash payment on January 15, 2007, plus interest at 7.5% per annum.
(7) As of Febuary 10, 2006, options to purchase 270,619 shares were exercisable. Options to purchase the 135,309 remaining shares would have been exercisable on February 10, 2007.
(8) The option became exercisable in equal annual installments on October 23, 2004 and October 23, 2005.
(9) Option becomes exercisable in three equal annual installments beginning March 16, 2007.

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