ITEM 7.01                                       REGULATION FD DISCLOSURE

As previously disclosed, on November 7, 2011, Dynegy Holdings, LLC (“DH”) and four of its wholly-owned subsidiaries, Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. (“Danskammer”) and Dynegy Roseton, L.L.C. (“Roseton” and collectively, the “Debtor Entities”), filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York, Poughkeepsie Division (the “Court”).  Dynegy Inc. (“Dynegy”) and its subsidiaries, other than the five Debtor Entities, did not file voluntary petitions for relief and are not debtors under chapter 11 of the Bankruptcy Code and, consequently, will continue to operate their businesses in the ordinary course.  On March 6, 2012, Dynegy and DH filed a Second Amended Chapter 11 Plan of Reorganization and related disclosure statement with the Court.  On March 9, 2012, the examiner (the “Examiner”) appointed by the Court in the Chapter 11 Cases filed a report with the Court (the “Examiner’s Report”) and on March 16, 2012, Dynegy filed a Preliminary Response to the Examiner’s Report with the Court.

Following the filing of the Examiner’s Report, Dynegy, DH, an ad hoc group of holders of DH’s senior notes, PSEG and U.S. Bank, as trustee for the trust certificates issued in connection with the Roseton and Danskammer leases reached an agreement in principle on a resolution with respect to all disputes between DH and Dynegy and all claims against their directors and officers.

The agreement in principle is subject to, among other things, documentation that the parties intend to prepare and file during the month of April and Court approval.

On April 4, 2012, Dynegy issued a press release announcing the agreement in principle, which is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference.

Pursuant to General Instruction B.2 of Form 8-K and Securities and Exchange Commission Release No. 33-8176, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filings.  In addition, this Form 8-K and the press release contain statements intended as “forward-looking statements,” which are subject to the cautionary statements about forward-looking statements set forth in such press release.

ITEM 9.01                                      FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

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