Ownership Submission
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 *
  Cox Julius
2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2014
3. Issuer Name and Ticker or Trading Symbol
DYNEGY INC. [DYN]
(Last)
(First)
(Middle)
601 TRAVIS STREET, SUITE 1400
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
Executive Vice President / Chief Administrative Officer
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)
Common Stock 11,894 (1)
D
 

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)   (2) 10/29/2022 Common Stock 13,754 $ 18.7 D  
Employee Stock Option (Right to Buy)   (3) 03/18/2023 Common Stock 4,730 $ 23.1 D  
Employee Stock Option (Right to Buy)   (4) 03/03/2024 Common Stock 8,672 $ 23.03 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cox Julius
601 TRAVIS STREET
SUITE 1400
HOUSTON, TX 77002
      Executive Vice President Chief Administrative Officer

Signatures

Heidi Lewis 10/08/2014
**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 5,303 shares of restricted stock which vest in two equal annual installments beginning October 29, 2014, 3,030 shares of restricted stock which vest in two equal annual installments beginning March 18, 2015 and 3,561 shares of restricted stock which vest in three equal annual installments beginning on March 3, 2015.
(2) The options become exercisable in two equal installments beginning on October 29, 2014
(3) The options become exercisable in two equal annual installments beginning on March 18, 2015
(4) The options become exercisable in three equal annual installments beginning March 3, 2015

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