FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person *   Riverstone Energy Partners V, L.P. 2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2015 3. Issuer Name and Ticker or Trading Symbol Talen Energy Corp [TLN] (Last) (First) (Middle) 712 FIFTH AVENUE, 36TH FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) 06/11/2015 (Street) NEW YORK, NY 10019 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 25,459,633 D (1) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Riverstone Energy Partners V, L.P. 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019	Â	  X	Â	Â
Riverstone Energy GP V, LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019	Â	  X	Â	Â
Riverstone V Raven Holdings L.P. 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019	Â	  X	Â	Â
Raven Power Holdings LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019	Â	  X	Â	Â

Signatures

By: /s/ Thomas J. Walker, as Managing Director of Riverstone Energy GP V, LLC, the GP of Riverstone Energy Partners V, L.P., the GP of Riverstone V Raven Holdings L.P., the controlling member of Raven Power Holdings LLC		06/12/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	These securities are directly held by Raven Power Holdings LLC ("Raven"). Riverstone Energy GP V, LLC ("GP V") is the general partner of Riverstone Energy Partners V, L.P. ("LP V"), which is the general partner of Riverstone V Raven Holdings, L.P. ("Raven Holdings"), which is the controlling member of Raven. Each of GP V, LP V and Raven Holdings may be deemed to have indirect ownership of these securities through Raven.
  Remarks: Explanatory Note: This amendment is being filed to include Riverstone V Raven Holdings L.P. and Raven Power Holdings LLC as reporting perosns. The information included in Table I above represents ownership information previously reported on the original Form 3, dated June 11, 2015.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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