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                       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): JUNE 19, 2002

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


   Delaware                             0-29311                 94-3248415
(State or other jurisdiction    (Commission File Number)     (IRS Employer
of incorporation)                                           Identification No.)

                           1000 Louisiana, Suite 5800
                              Houston, Texas 77002
                    (Address of principal executive offices)

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

                                 Not Applicable

          (Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.

         On June 24, 2002, Dynegy Inc. ("Dynegy"), the wholly owning parent
company of Dynegy Holdings Inc. ("Dynegy Holdings"), issued a press release
providing an overview of its new $2 billion capital plan designed to further
strengthen liquidity, reduce debt and emphasize financial transparency and to
allow Dynegy to compete in its core energy businesses. Dynegy indicated that it
would reduce its common stock dividend by 50 percent beginning in the third
quarter of 2002 and that it had received commitments to eliminate $301 million
in credit ratings triggers. Dynegy also announced that because Arthur Andersen
LLP can no longer perform services for Dynegy, Dynegy's new independent auditor,
PricewaterhouseCoopers LLP, will conduct a re-audit of Dynegy's 2001 results as
part of Dynegy's previously announced 2001 restatement process.

         On June 19, 2002, Dynegy issued a press release announcing that Robert
D. Doty, Jr., Executive Vice President and Chief Financial Officer of Dynegy and
Dynegy Holdings, had resigned and that Louis J. Dorey had been appointed to
replace him. Dynegy issued a separate press release on June 19th announcing a
targeted work force reduction impacting approximately 340 employees.

         Copies of Dynegy's June 24, 2002 and two June 19, 2002 press releases
are attached hereto as exhibits 99.1, 99.2 and 99.3, respectively, and are
incorporated herein by this reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

a) Financial Statements of Business Acquired - Not Applicable.
b) Pro Forma Financial Information - Not Applicable.
c) Exhibits:
       99.1     Press Release of Dynegy Inc. dated June 24, 2002.
       99.2     Press Release of Dynegy Inc. dated June 19, 2002.
       99.3     Press Release of Dynegy Inc. dated June 19, 2002.
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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.

                  BY:   /s/ Keith R. Fullenweider
                        -----------------------------------
                        Keith R. Fullenweider
                        Senior Vice President, Deputy General Counsel and
                          Secretary

Dated: June 24, 2002