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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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                                   FORM 8-K

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                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of Earliest Event Reported): November 14, 2002

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

<TABLE>
<S>                          <C>                        <C>
         Illinois                     1-15659                  74-2928353
(State or other jurisdiction (Commission File Number)         (IRS Employer
     of incorporation)                                     Identification No.)
</TABLE>

                          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.

   This Current Report on Form 8-K is being filed by Dynegy Inc., an Illinois
corporation ("Dynegy" or the "Company"), in order to correct certain items in
Dynegy's 2001, 2000 and 1999 financial statements as previously reported in
Dynegy's Annual Report on Form 10-K for the year ended December 31, 2001 (the
"Form 10-K"). The restated financial statements attached as Exhibit 99.1 hereto
reflect all known adjustments that, in the opinion of management, are necessary
for a fair presentation of Dynegy's financial results for the periods
presented. The financial statements have been restated to reflect the following
adjustments:

  .   Reporting approximately $290 million of cash flow in 2001 associated with
      the Project Alpha structured natural gas transaction as a financing
      activity rather than an operating activity as originally reported;

  .   Eliminating from Dynegy's results of operations a $79 million income tax
      benefit originally reported in 2001 in connection with Project Alpha;

  .   Consolidating the assets, liabilities and results of operations of ABG
      Gas Supply, LLC, one of the entities formed in connection with Project
      Alpha, into Dynegy's financial statements, increasing consolidated
      indebtedness as originally reported for 2001 by approximately $280
      million;

  .   Re-allocating a second quarter 2002 pre-tax charge of $124 million ($80
      million after-tax) relating principally to Dynegy's natural gas marketing
      business back to the periods in which the transactions giving rise to the
      charge actually occurred, resulting in net income reductions of $30
      million, $17 million and $4 million for 2001, 2000 and 1999, respectively;

  .   Changing the accounting for certain contracts from hedge accounting to
      mark-to-market accounting, resulting in a reduction in net income for
      2001 as originally reported of approximately $1 million; and

  .   Adjusting by approximately $23 million the acquisition value originally
      recorded in connection with the September 2000 purchase of Extant, Inc.
      and reflecting adjustments to the amortization of goodwill contained in
      the 2001 and 2000 financial statements in the Form 10-K. These
      adjustments resulted in net income increases of approximately $1 million
      and $300,000 for 2001 and 2000, respectively, from amounts originally
      reported.

   The summary set forth above describes the most significant elements of the
adjustments contained in the restated financial statements, but it is not
exhaustive. For a more complete description of these adjustments, please see
"Introductory Note--Restatements and Absence of Report of Independent Public
Accountants" immediately following the unaudited consolidated financial
statements attached hereto.

   The preparation of the restated financial statements is the responsibility
of the Company's management. The restated financial statements reflect
adjustments known by management to the Company's 2001, 2000 and 1999 financial
statements. However, the restated financial statements attached hereto remain
unaudited. Dynegy's independent public accountant, PricewaterhouseCoopers LLP,
is currently re-auditing the Company's historical financial statements for each
of the three years in the period ended December 31, 2001, which were previously
audited by Arthur Andersen LLP ("Andersen"), Dynegy's former independent public
accountant. Andersen has advised the Company that its audit opinion relating to
the Company's financial statements for the year ended December 31, 2001 should
no longer be relied upon and such audit opinion was also withdrawn. As a result
of this three-year re-audit process, it is possible that additional adjustments
to these financial statements may result, some of which could be material.
Dynegy expects that the re-audit of its 1999 through 2001 consolidated
financial statements will be completed early in the first quarter 2003. Dynegy
intends to file an amended Form 10-K reflecting the unaudited restatements
described herein as soon as practicable after the date hereof. Following
completion of the re-audit, further amendment of the Form 10-K will be
necessary in order to include the audit report of PricewaterhouseCoopers LLP as
well as to reflect other changes resulting from the re-audit, if any.

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  Consolidated Financial Statements (Unaudited and Restated) for 1999
   through 2001.

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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 INC.

                                              By:     /s/  MICHAEL R. MOTT
                                                  -----------------------------
                                                         Michael R. Mott
                                                  Senior Vice President, Chief
                                                     Accounting Officer and
                                                           Controller

Dated: November 14, 2002

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