SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*

                                  Dynegy Inc.
                                (Name of Issuer)

                         Common Stock, Par Value $0.01
                         (Title of Class of Securities)

                                   26817G300
                                 (CUSIP Number)

                               Keith L. Schaitkin
                                Icahn Capital LP
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153
                                 (212) 702-4300
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                               November 16, 2010
            (Date of Event which Requires Filing of this Statement)

If  the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  that  is  the subject of this Schedule 13D, and is filing this
schedule  because  of  Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the  following  box  /  /.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to  whom  copies  are  to  be  sent.

*The  remainder  of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment  containing  information  which  would  alter
disclosures  provided  in  a  prior  cover  page.

The information required on the remainder of this cover page shall not be deemed
to  be  "filed"  for the purpose of Section 18 of the Securities Exchange Act of
1934  ("Act") or otherwise subject to the liabilities of that section of the Act
but  shall  be  subject  to  all  other  provisions of the Act (however, see the
Notes).



                                  SCHEDULE 13D

Item 1. Security and Issuer

     The  Schedule  13D  filed  with  the  Securities and Exchange Commission on
October  8,  2010  by the Reporting Persons (the "Schedule 13D") with respect to
the  shares  of  Common  Stock, par value $0.01 (the "Shares"), issued by Dynegy
Inc.  (the  "Issuer")  and  as amended by Amendment Number One, Amendment Number
Two, Amendment Number Three and Amendment Number Four, is hereby further amended
to  furnish  the additional information set forth herein.  All capitalized terms
contained  herein  but not otherwise defined shall have the meanings ascribed to
such  terms  in  the  Schedule  13D.

Item 4. Purpose of Transaction.

     Item 4 of the Schedule 13D is amended by adding the following:

     On  November  16,  2010,  Carl  C. Icahn, a representative of the Reporting
Persons,  issued  a  press  release  relating to the Issuer. A copy of the press
release  is  attached  hereto  as  Exhibit  I.

Item 7. Material to be Filed as Exhibits.

     Exhibit I.  Press Release dated November 16, 2010.



                                   SIGNATURE

     After  reasonable  inquiry  and  to  the  best  of  each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth  in  this  statement  is  true,  complete  and  correct.

Dated:  November  16,  2010


ICAHN  PARTNERS  MASTER  FUND  LP
ICAHN  PARTNERS  MASTER  FUND  II  LP
ICAHN  PARTNERS  MASTER  FUND  III  LP
ICAHN  OFFSHORE  LP
ICAHN  PARTNERS  LP
ICAHN  ONSHORE  LP
BECKTON  CORP.
HOPPER  INVESTMENTS  LLC
BARBERRY  CORP.
HIGH  RIVER  LIMITED  PARTNERSHIP
     By:  Hopper  Investments  LLC,  general  partner


     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory


ICAHN  CAPITAL  LP
     By:  IPH  GP  LLC,  its  general  partner
     By:  Icahn  Enterprises  Holdings  L.P.,  its  sole  member
By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
IPH  GP  LLC
     By:  Icahn  Enterprises  Holdings  L.P.,  its  sole  member
By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
ICAHN  ENTERPRISES  HOLDINGS  L.P.
     By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
ICAHN  ENTERPRISES  G.P.  INC.


     By:  /s/ Daniel  Ninivaggi
          ---------------------
          Name:  Daniel  Ninivaggi
          Title:  President










/s/  Carl  C.  Icahn
- --------------------
CARL  C.  ICAHN






         [Signature Page of Schedule 13D Amendment No. 5 - Dynegy Inc.]



                                   EXHIBIT I
                                   ---------

                       ICAHN REMAINS OPPOSED TO PROPOSED
                             BLACKSTONE ACQUISITION
                                       OF
                                     DYNEGY
                               At $5.00 per share


New York, New York
November 16, 2010


CARL  ICAHN  TODAY  RELEASED  THIS  STATEMENT, INDICATING THAT HE WILL BE VOTING
AGAINST  THE  PROPOSED  ACQUISITION  OF  DYNEGY  BY BLACKSTONE FOR THE FOLLOWING
REASONS:

     -    I  believe  that,  even  at  $5.00  per share, the proposed Blackstone
          acquisition  undervalues  Dynegy.  Today's  $.50  per  share increase,
          coming only one day after Blackstone stated that the $4.50 price is "a
          full  and  fair  valuation"  reassures  my  belief  that  the
          Dynegy/Blackstone transaction leaves too much shareholder value on the
          table  for  Blackstone.  I have also considered that in a November 15,
          2010  report  JP Morgan stated that it is "introducing a December 2011
          price target of $7, up from our prior December price target of $5.00."

     -    Under  the  merger agreement between Dynegy and Blackstone, Blackstone
          was  granted the right to match a superior offer, and to enter into an
          exclusive arrangement with NRG, who before that time had been directly
          negotiating  a  potential transaction with Dynegy. Blackstone was also
          given  expenses  and  breakup  fees  worth over 11% of the shareholder
          consideration.  In  my  opinion, all of these features of the proposed
          Dynegy/Blackstone  transactions  acted  to  discourage other potential
          bidders,  reduce  the  value  to  be  received  by  shareholders  and
          strengthen  my resolve to vote "no". I believe that if the transaction
          is voted down, then in a new, open process, many bids would emerge for
          Dynegy  assets, and I may myself be a bidder - - something I would not
          have  done  in  the  restrictive  context  of  the  Dynegy/Blackstone
          transaction,  with  its  unprecedented  breakup  fee.

     -    I  am  not  concerned  about supposed "liquidity" issues at Dynegy and
          continue  to  stand  by  my  previously  announced  proposal  to  make
          financing  available  to  Dynegy.

For  the  above  reasons,  I  plan  to vote against this deal and go back to the
drawing board at Dynegy.  I would then seek to press Dynegy to begin a new, open
process  to  sell its assets, free of the elements that, in my opinion, have led
to  the  undervalued  proposal  now  before  shareholders.


Contact:  Susan  Gordon
          212-702-4309