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 *
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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