Exhibit 99.2

              CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Dynegy Holdings Inc. ("Dynegy
Holdings") on Form 10-Q for the period ended June 30, 2002 as filed with the
Securities and Exchange Commission (the "SEC") on August 14, 2002 (the
"Report"), the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to his
knowledge and upon a review of the Report, that, subject to the qualifications
noted below:

     (1) The Report fully complies, in all material respects, with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of Dynegy
Holdings as of the dates and for periods presented as required by such Report.

     In rendering this certification, the undersigned notes the following
qualifications, each of which limits and qualifies the above certification
because they may materially alter the information required to be in the Report
for the above certification to be correct:

     (a)  The consolidated financial statement restatements which Dynegy Inc.
          (the parent company of Dynegy Holdings) and its independent auditors
          have determined are required and which relate to a structured natural
          gas transaction referred to as "Project Alpha," which have not been
          issued.

     (b)  The pending restatements and ongoing re-audits by
          PricewaterhouseCoopers LLP of Dynegy Inc.'s and Dynegy Holdings'
          financial statements for each year in the three-year period ended
          December 31, 2001 resulting from the items identified in paragraphs
          (a), (d) and (e) and any other adjustments that may be required or
          recommended by PricewaterhouseCoopers LLP as a result of such
          re-audits.

     (c)  The required interim review of Dynegy Inc.'s and Dynegy Holdings'
          quarterly financial statements for 2002, including those in the
          Report, has not been completed and will not be performed by
          PricewaterhouseCoopers LLP until completion of the re-audits of each
          year in the three-year period ended December 31, 2001, and any
          adjustments resulting therefrom.

     (d)  The results of the ongoing balance sheet review and reconciliation
          process relating to Dynegy Inc.'s natural gas marketing business and
          their impact on the information included in the Report.

     (e)  The evaluation by PricewaterhouseCoopers LLP of Dynegy Inc.'s
          interpretation of hedge accounting under the Statement of Financial
          Accounting Standards No. 133 and its impact on the information
          included in the Report.