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): December 19, 2001

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

DELAWARE 0-29311 94-3248415
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)

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

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

ITEM 5. OTHER EVENTS

On December 19, 2001, Dynegy Inc., an Illinois corporation of which Dynegy
Holdings Inc. is a wholly owned subsidiary ("Dynegy"), entered into an
Underwriting Agreement, which is incorporated herein by reference to Exhibit
1.1, with the underwriter named therein relating to the offer and sale of up to
27,500,000 shares (including 2,500,000 shares subject to the underwriter's over-
allotment option) of Dynegy's Class A common stock, no par value per share (the
"Class A Common Stock"), in a public offering (the "Offering"). The Class A
Common Stock was registered under the Securities Act of 1933, as amended,
pursuant to Dynegy's shelf registration statements on Form S-3 (File Nos. 333-
66088 and 333-46634). On December 20, 2001, the underwriter exercised its over-
allotment option in full. The closing respecting the sale of the 27,500,000
shares of Class A common stock by Dynegy occurred on December 26, 2001.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements - Not applicable

(b) Pro-Forma Financial Information - Not applicable

1.1 Underwriting Agreement dated as of December 19, 2001 between Dynegy and
the underwriter named therein (incorporated by reference to Exhibit 1.1
of Dynegy's Current Report on Form 8-K filed with the SEC on December 26,
2001).

99.1 Press release (incorporated by reference to Exhibit 99.1 of Dynegy's
Current Report on Form 8-K filed with the SEC on December 26, 2001).

99.2 Press release (incorporated by reference to Exhibit 99.2 of Dynegy's
Current Report on Form 8-K filed with the SEC on December 26, 2001).

ITEM 9. REGULATION FD DISCLOSURE

In accordance with General Instruction B.2. of Form 8-K, the following
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such a filing.

Dynegy issued two press releases on December 19, 2001 and December 20,
2001, respectively, which are incorporated herein by reference to Exhibits 99.1
and 99.2, respectively. The press releases relate to Dynegy's expanded
commercial relationship with ChevronTexaco, the Offering and guidance regarding
year 2002 earnings.

Uncertainty of Forward-Looking Statements and Information.

Dynegy Holdings' reports, filings and other public announcements often
include statements reflecting assumptions, expectations, projections, intentions
or beliefs about future events. These statements are intended as "forward-
looking statements" under the Private Securities Litigation Reform Act of 1995.
You can identify these statements by the fact that they do not relate strictly
to historical or current facts. They use words such as "anticipate," "estimate,"
"project," "forecast," "may," "will," "should," "expect" and other words of
similar meaning. In particular, these include, but are not limited to,
statements relating to the following:

. Projected operating or financial results;

. Expectations regarding capital expenditures, dividends and other
payments;

. Pending or recent acquisitions, including the anticipated closing date,
expected cost savings or synergies and the accretive or dilutive impact
of an acquisition on earnings;

. Expectations regarding transaction volume and liquidity in wholesale
energy markets in the U.S. and Europe;

. Beliefs or assumptions about the outlook for deregulation of retail and
wholesale energy markets in the U.S. and Europe and anticipated business
developments in such markets;

. Dynegy Holdings' ability to effectively compete for market share with
industry participants;

. Beliefs about the outcome of legal and administrative proceedings; and

. The expected commencement date for commercial operations for new power
plants.

Any or all of Dynegy Holdings' forward-looking statements may turn out to
be wrong. They can be affected by inaccurate assumptions or by known or unknown
risks and uncertainties, including the following:

. The timing and extent of changes in commodity prices for energy,
particularly natural gas, electricity and NGLs;

. The timing and extent of deregulation of energy markets in the U.S. and
Europe and the rules and regulations adopted on a transitional basis in
such markets;

. The condition of the capital markets generally, which will be affected by
interest rates, foreign currency fluctuations and general economic
conditions, as well as Dynegy Holdings' ability to maintain its investment
grade credit ratings;

. The effectiveness of Dynegy Holdings' risk-management policies and procedures
and the ability of Dynegy Holdings' trading counterparties to satisfy their
financial commitments;

. The liquidity and competitiveness of wholesale trading markets for energy
commodities, including the impact of electronic or online trading in these
markets;

. Operational factors affecting the start up or ongoing commercial operations
of Dynegy Holdings' power generation or midstream natural gas facilities,
including catastrophic weather related damage, unscheduled outages or
repairs, unanticipated changes in fuel costs or availability, the
unavailability of gas transportation, the unavailability of electric
transmission service or workforce issues;

. Cost and other effects of legal and administrative proceedings, settlements,
investigations and claims, including environmental liabilities that may not
be covered by indemnity or insurance;

. Other U.S. or European regulatory or legislative developments that affect the
demand for energy generally, increase the environmental compliance cost for
Dynegy Holdings' power generation or midstream gas facilities or impose
liabilities on the owners of such facilities; and

. General political conditions, including any extended period of war or
conflict involving the U.S. or Europe.

Many of these factors will be important in determining Dynegy Holdings'
actual future results. Consequently, no forward-looking statement can be
guaranteed. Dynegy Holdings' actual future results may vary materially from
those expressed or implied in any forward-looking statements.

All of Dynegy Holdings' forward-looking statements, whether written or
oral, are expressly qualified by these cautionary statements and any other
cautionary statements that may accompany such forward-looking statements. In
addition, Dynegy Holdings disclaims any obligation to update any forward-looking
statements to reflect events or circumstances after the date of this report.

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 HOLDINGS INC.

Dated: January 2, 2002 By: /s/ J. Kevin Blodgett
--------------------------------
Name: J. Kevin Blodgett
Title: Assistant Secretary

EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTION
- ----------------- ------------

99.1 Press release (incorporated by reference to Exhibit 99.1 of Dynegy's
Current Report on Form 8-K filed with the SEC on December 26, 2001).

99.2 Press release (incorporated by reference to Exhibit 99.2 of Dynegy's
Current Report on Form 8-K filed with the SEC on December 26, 2001).