Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cook Charles C
   2. Issuer Name and Ticker or Trading Symbol
DYNEGY INC. [DYN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
1000 LOUISIANA, SUITE 5800		 3. Date of Earliest Transaction (Month/Day/Year)
03/03/2010
(Street)

HOUSTON, TX 77002		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common 03/03/2010(1)   A(2)   105,730 A $ 0 153,359 (3) D  
Class A Common               11,008 I By 401(K) Plan (4)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 1.44 03/03/2010(5)   A   179,118     (6) 03/03/2020 Class A Common Stock 179,118 $ 0 179,118 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cook Charles C
1000 LOUISIANA
SUITE 5800
HOUSTON, TX 77002		       Executive Vice President  

Signatures

 /s/ Heidi D. Lewis, Attorney-in-Fact   03/05/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The grants of the restricted stock were approved by a committee of the Issuer?s board of directors on March 3, 2010.
(2) Restricted stock grant pursuant to Rule 16b-3(d). The stock vests in full on March 3, 2013.
(3) Includes 9,514 shares of Restricted Class A common stock which vest in full on April 2, 2010 and 28,577 shares of Restricted Class A common stock which vest in full on March 6, 2011 and and 105,730 shares of Restricted Class A common stock which vest in full on March 3, 2013.
(4) Rounded. Reflects shares held for the reporting person's account by the Trustee of the Dynegy Inc. 401(k) Savings Plan as of March 3, 2010. Due to a typographical error on Mr. Cook's Form 4 filed with the Securities and Exchange Commission on March 6, 2009, it was incorrectly reported that Mr. Cook indirectly held 318,182 shares of Dynegy's common stock in his 401(k). At the time, Mr. Cook indirectly owned 4,669 shares; he now indirectly owns 11,008 shares, as reported above.
(5) The grants of the options were approved by a committee of the Issuer's board of directors on March 3, 2010.
(6) Option grant pursuant to Rule 16b-3(d). The option becomes exercisable in three equal annual installments beginning March 3, 2011.

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