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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1. Name and Address of Reporting Person * CHEVRON CORP   2. Issuer Name and Ticker or Trading Symbol DYNEGY INC. [DYN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6001 BOLLINGER CANYON ROAD 3. Date of Earliest Transaction (Month/Day/Year) 05/24/2007 (Street) SAN RAMON, CA 94583 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 Stock, par value $0.01 per share 05/24/2007   S   96,891,014 D $ 9.696 0 I Held directly by Chevron U.S.A. Inc. (1)

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CHEVRON CORP 6001 BOLLINGER CANYON ROAD SAN RAMON, CA 94583		X
CHEVRON USA INC 6001 BOLLINGER CANYON ROAD SAN RAMON, CA 94583		X
Chevron Investments Inc. 6001 BOLLINGER CANYON ROAD SAN RAMON, CA 94583		X
Chevron U.S.A. Holdings Inc. 6001 BOLLINGER CANYON ROAD SAN RAMON, CA 94583		X
TEXACO INC 6001 BOLLINGER CANYON ROAD SAN RAMON, CA 94583		X

Signatures

CHEVRON CORPORATION By: /s/ Kari H. Endries, Assistant Secretary		05/24/2007
**Signature of Reporting Person		Date
CHEVRON U.S.A. INC. By: /s/ Kari H. Endries, Vice President and Secretary		05/24/2007
**Signature of Reporting Person		Date
CHEVRON INVESTMENTS INC. By: /s/ Kari H. Endries, President		05/24/2007
**Signature of Reporting Person		Date
CHEVRON U.S.A. HOLDINGS INC. By: /s/ Kari H. Endries, Vice President and Secretary		05/24/2007
**Signature of Reporting Person		Date
TEXACO INC. By: /s/ Kari H. Endries, President		05/24/2007
**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 securities were held directly by Chevron U.S.A. Inc., an indirectly owned subsidiary of Chevron Corporation. Each of Chevron U.S.A. Holdings Inc., Texaco Inc., Chevron Investments Inc. and Chevron Corporation may be deemed to be a beneficial owner of securities held by Chevron U.S.A. Inc. by virtue of its direct or indirect ownership interest in Chevron U.S.A. Inc.

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