SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 31, 2003

                                   DYNEGY INC.
             (Exact Name of Registrant as Specified in its Charter)

          Illinois                      1-15659                  74-2928353
(State or other jurisdiction    (Commission File Number)       (IRS Employer
      of incorporation)                                      Identification No.)

                           1000 Louisiana, Suite 5800
                              Houston, Texas 77002
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (713) 507-6400

                                 Not Applicable
          (Former name or former address, if changed since last report)



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

a) Financial Statements of Business Acquired - Not Applicable.

b) Pro Forma Financial Information - Not Applicable.

c) Exhibits:

       99.1     Press release of Dynegy Inc. dated January 31, 2003.


ITEM 9. REGULATION FD DISCLOSURE

     On January 31, 2003, Dynegy Inc. issued a press release announcing fourth
quarter and year-end 2002 financial results and reporting further restatements
to its 1999-2001 financial statements as well as restatements to its previously
reported 2002 quarterly financial statements. A copy of Dynegy's January 31st
press release is attached hereto as exhibit 99.1 and is incorporated herein by
this reference. In accordance with General Instruction B.2. of Form 8-K, the
information contained in such press release 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.



                                    SIGNATURE

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

                            DYNEGY INC.


                  BY:  /s/ Keith R. Fullenweider
                        -----------------------------
                        Keith R. Fullenweider
                        Senior Vice President, Deputy General Counsel and
                        Secretary

Dated: January 31, 2003