SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  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)     September 14, 2001



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


             Delaware                  0-29311                94-3248415
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  (State or Other Jurisdiction     (Commission File          (IRS Employer
        of Incorporation)              Number)            Identification No.)

               1000 Louisiana, Suite 5800, Houston, Texas 77002
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         (Address of Principal Executive Offices, including Zip Code)



Registrant's telephone number, including area code          (713) 507-6400
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Item 5.  Other Events.
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     Dynegy Holdings Inc., a wholly owned subsidiary of Dynegy Inc., together
with two of its wholly owned subsidiaries, Dynegy Danskammer, L.L.C. and Dynegy
Roseton, L.L.C., due to the closure of the financial markets and concurrent
problems with mail delivery services, have extended the expiration date of the
exchange offer they commenced on August 7, 2001 from 5:00 p.m., New York City
time, on September 14, 2001, until 5:00 p.m., New York City time, on September
28, 2001. The exchange offer consists of an offer to exchange $250,000,000 7.27%
Series A Pass Through Certificates due November 8, 2010 and $550,400,000 7.67%
Series B Pass Through Certificates due November 8, 2016 for identical principal
amounts of 7.27% Series A Pass Through Certificates due November 8, 2010 and
7.67% Series B Pass Through Certificates due November 8, 2016, respectively,
which have been registered under the Securities Act of 1933, as amended. All
other terms of the exchange offer remain unchanged.

     The Chase Manhattan Bank is the exchange agent for the exchange offer.  All
executed letters of transmittal should be sent to the exchange agent at 55 Water
Street, Room 234, New York, New York 10041, Attention: Victor Matis (facsimile:
(212) 638-7380; phone: (212) 638-0459).  In addition, questions and requests for
assistance, requests for copies of the prospectus or of the letter of
transmittal and requests for notices of guaranteed delivery should be directed
to the exchange agent at the above address.


                                   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 thereunto duly authorized.

                                        DYNEGY HOLDINGS INC.


                                        By:  /s/ Lisa Q. Metts
                                             ---------------------------------
                                             Lisa Q. Metts
                                             Vice President and
                                             Assistant General Counsel

Date:  September 17, 2001