UNITED STATES

                       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):              MAY 28, 2002

                                  DYNEGY INC.

             (Exact name of registrant as specified in its charter)


           ILLINOIS                    1-15659               74-2928353
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
       of incorporation)                                 Identification No.)

                1000 LOUISIANA, SUITE 5800, HOUSTON, TEXAS 77002
                ------------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

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




ITEM 5.  OTHER EVENTS.

     On May 28, 2002, Dynegy Inc. issued a press release announcing that its
Board of Directors accepted the resignation of Chuck Watson as Chairman and
Chief Executive Officer. The Board has appointed Glenn F. Tilton, one of the
Company's current directors, as interim Chairman. Another of the Company's
current directors, Daniel L. Dienstbier, who also is interim President of
Northern Natural Gas Company, has been appointed interim Chief Executive
Officer. Messrs. Tilton and Dienstbier will assume their new responsibilities
effective immediately. The Board announced that it plans to conduct a
comprehensive search to fill the Chairman and Chief Executive Officer position
on a permanent basis.

     On May 24, 2002, Dynegy Inc. issued a press release announcing that it
received a subpoena from the U.S. Attorney's office in Houston requesting
documents relating to the Company's transactions, including its buy and sell
trades with CMS Energy and its long-term natural gas supply transaction referred
to as "Project Alpha."

     A copy of Dynegy's May 28, 2002 and May 24, 2002 press releases are
attached hereto as exhibits 99.1 and 99.2, respectively, and are incorporated
herein by this reference.

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 May 28, 2002.

     99.2   Press release of Dynegy Inc. dated May 24, 2002.

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                                   SIGNATURES

        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.


                                     /s/  Keith R. Fullenweider
                                    ----------------------------
                                    Keith R. Fullenweider
                                    Senior Vice President and
                                    Deputy General Counsel

Dated:   May 28, 2002

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