SecProbe.io

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Mail Stop 3561

      August 16, 2005

Mr. Bruce A. Williamson
President and Chief Executive Officer
Dynegy Holdings Inc.
1000 Louisiana, Suite 5800
Houston, Texas 77002

	Re:	Form 10-K for the Year Ended December 31, 2004
		Filed March 23, 2005
      File No. 0-29311

Dear Mr. Williamson:

		We have reviewed your filing and have the following
comments.  We have limited our review to your financial statements
and related disclosures and will make no further review of your
document.  Where indicated, we think you should revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Year Ended December 31, 2004

Item 5.  Market for Registrant`s Common Equity, Related
Stockholder
Matters and Issuer Purchase of Equity Securities, page 27

1. Please tell us why you have a reporting obligation under the
1934
Exchange Act.  If due to outstanding debt securities, please tell
us
the approximate number of record and beneficial owners.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 29
Off-Balance Sheet Arrangements, page 37

2. Please explain to us in detail how you account for the
subsidiaries that issued the pass-through certificates and
purchased
the notes from the owner lessors.  In doing so, please tell us the
authoritative literature you applied and specifically address the
applicability of FAS 140 and/or FIN 46R with respect to the
subsidiaries as well as the owner lessors.

Item 15.  Exhibits, Financial Statement Schedules, page 77

3. In future filings please include a list of all of your
subsidiaries including the percentage of ownership in each
subsidiary
as exhibit 21.  Refer to Item 601 of Regulation S-K.

Consolidated Financial Statements, page F-1
Consolidated Balance Sheets, page F-3

4. Please tell us why you do not present the number of shares of
capital stock authorized, issued and outstanding, the par value
per
share and the dollar amount thereof separately from additional
paid-
in capital at each balance sheet date.  Please refer to paragraphs
30
and 31 of Rule 5-02 of Regulation S-X.

Notes to Consolidated Financial Statements, page F-8
General

5. In future filings please disclose your balance sheet
classification of cash collateral deposited with counterparties
and
the amount of cash collateral due from counterparties for each
period
presented.  Please also include similar disclosure in the
financial
statements of West Coast Power LLC.  If cash collateral is not
classified as accounts receivable, please tell us your basis in
GAAP
for your balance sheet classification.

Note2 - Accounting Policies, page F-10
Principles of Consolidation, page F-10

6. We note that you include your proportionate share of assets,
liabilities, revenues and expenses of undivided interests in
certain
gas processing facilities in your consolidated financial
statements.
Please tell us the nature and the extent of your undivided
interests
in the gas processing facilities you consolidate on a
proportionate
basis.  In doing so, tell us the whether the gas processing
facilities are subject to joint control.  Please also tell us your
basis in GAAP for proportionate consolidation for your industry.
We
may have further comment.

Revenue Recognition, page F-14

7. It is not clear the extent to which you engage in energy
trading
activities.  In this regard, we note your stated exit from the CRM
business and a remaining 4 tolling arrangements therein.
Furthermore, your description of your distribution and marketing
services suggest the existence of energy trading activities.  If
you
do not believe you have energy trading activities, please explain
the
nature of your contracts involving commodities including whether
they
are physically or financially settled.  Otherwise, in future
filings,
please disclose the types of contracts that are accounted for as
energy trading contracts, a description of the methods and
significant assumptions used to estimate the fair value of the
contracts, the sensitivity of your estimates to changes in the
near
term, the fair values, aggregated by source or method of
estimating
fair value and by maturity dates of the contracts and a
reconciliation of the carrying value of the contracts at each
balance
sheet date as required by paragraph 10 of EITF 02-03.  Please show
us
what this disclosure would look like for each year presented.

Accounting Principles Adopted, page F-17

8. Please tell us the variable interest entities you identified,
the
nature of your involvement with each VIE and your basis for
concluding that you were not the primary beneficiary of each VIE.
In
future filings, please disclose the nature of your involvement
with
each VIE, the nature, purpose, size and activities of each VIE and
your maximum exposure to loss as a result of your involvement with
each VIE.  Please refer to paragraph 24 of FIN 46R.

9. We note your disclosure surrounding the CLI/CoGen Lessor lease.
Please provide us a detailed explanation of the structure of the
lease including the owners of the SPE`s.  Your disclosure suggests
that you began accounting for the CoGen lease as a capital lease
subsequent to inception.  We presume your capital lease treatment
was
unrelated to your adoption of FIN 46R.  If our understanding is
incorrect, please clarify it.  Please also explain to us in detail
the circumstances that caused you to account for the lease as a
capital lease in June 2002 as opposed to inception.

Restructuring and Impairment, page F-23

10. We note the impairments of unconsolidated generation
investments
which we understand consist solely of generation facilities that
are
not wholly-owned and totally held in LLCs or partnerships with
other
investors.  Please tell us how you determined that losses in value
of
your generation investments were other than temporary declines as
opposed to temporary, including the economic events that
transpired
prior to the charges and the timeline of economic factors that
lead
you to your conclusion.  Please also tell us how you determined
the
amount of the impairment losses, especially how you determined the
post-write-down carrying amount.  We note that your investment
account with respect to West Coast Power is below your
proportionate
share of underlying book value.  Please tell us how you are
accounting for this difference.  Please refer to paragraphs 19(b)
and
19(h) of APB 18.  Finally, please tell us the names of the other 3
generation related equity investees not identified along with
their
co-owners.

Note 11 - Debt, page F-34

11. We note that your wholly-owned domestic subsidiaries, your
parent
and its subsidiaries that guarantee the obligations under your
credit
facility also guarantee your second priority senior secured notes.
Please tell us your basis for omitting the financial statements of
Dynegy, Inc. and each of its subsidiaries that guarantee the
second
primary senior secured notes in your filing.  See Rule 3-10(a)(1)
of
Regulation S-X.  Please also tell us your basis for omitting the
disclosure and condensed consolidating financial information
required
by Rule 3-10(f) of Regulation S-X.

West Coast Power LLC Consolidated Financial Statements, page F-74

12. We note that you have not disclosed any information regarding
assets and liabilities from risk-management activities for the
most
recent period presented.  To the extent any such assets arose from
energy trading activities, please refer to our preceding comment
regarding disclosure required by EITF 02-03.

13. Please tell us the significant items and their amounts that
account for the change in general and administrative expenses for
each of the years presented.  Please also tell us why affiliate
operating costs as a percentage of revenues was substantially
greater
in 2002 as compared to the other periods presented.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Bill Thompson at (202) 551-3344 or the
undersigned at (202) 551-3849 if you have any questions regarding
these comments.

	Sincerely,

								James A. Allegretto
								Senior Assistant Chief
Accountant

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Bruce A. Williamson
Dynegy Holdings Inc.
August 16, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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