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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                ___________
                                     
                                FORM 10-K/A
                                     
                             (Amendment No. 2)
                                     
                     FOR ANNUAL AND TRANSITION REPORTS
                  PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

X ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934
  For the fiscal year ended June 30, 1996

  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR  15(d)  OF  THE  SECURITIES
  EXCHANGE ACT OF 1934
  For the transition period from ___________________________.

                      Commission File Number:  1-9208
                                     
                        NRG GENERATING (U.S.) INC.
          (Exact name of registrant as specified in its charter)

              Delaware                               59-2076187
(State  or  other jurisdiction of incorporation or organization)    (I.R.S.
Employer Identification No.)

1221 Nicollet Mall, Suite 610, Minneapolis, Minnesota  55403     (612) 373-
8834
(Address   of   principal   executive   offices)               (Zip   Code)
(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
     None

Securities registered pursuant to Section 12(g) of the Act:
     Common Stock, par value $.01 per share

      Indicate  by  check mark whether the registrant  (1)  has  filed  all
reports  required  to  be filed by Section 13 or 15(d)  of  the  Securities
Exchange  Act  of  1934 during the preceding 12 months, and  (2)  has  been
subject to such filing requirements for the past 90 days.   X Yes     No

      Indicate by check mark if disclosure of delinquent filers pursuant to
Item  405  of  Regulation  S-K is not contained herein,  and  will  not  be
contained,  to the best of registrant's knowledge, in definitive  proxy  or
information statements incorporated by reference in Part III of  this  Form
10-K or any amendment to this Form 10-K. X

      As  of December 12, 1997, there were outstanding 6,836,769 shares  of
Common  Stock.  Based on the last sales price at which such stock was  sold
on that date, the approximate aggregate market value of such shares held by
non-affiliates was $63,720,000.

      Indicate by check mark whether the registrant has filed all documents
and  reports  required  to be filed by Section  12,  13  or  15(d)  of  the
Securities  Exchange  Act  of  1934  subsequent  to  the  distribution   of
securities under a plan confirmed by a court.     X Yes       No

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       The  undersigned  Registrant  hereby  amends  the  items,  financial
statements,  exhibits or other portions of its Annual Report on  Form  10-K
for the fiscal year ended June 30, 1996 as set forth below.
                                     

                                  PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

3.     Exhibits

       The   "Index  to  Exhibits"  following  the  Consolidated  Financial
Statements  of  the  Company and its subsidiaries in the  Company's  Annual
Report  on  Form  10-K,  as  filed, is amended to substitute  therefor  the
"Exhibit  Index"  which  follows  the  signature  page  hereof,  which   is
incorporated  herein by reference, and to file certain exhibits  which  are
included herewith.

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                                 Signature
                                     
      In  accordance  with  Section 13 or 15(d) of the  Exchange  Act,  the
registrant  caused  this  report  to  be  signed  on  its  behalf  by   the
undersigned, thereunto duly authorized.

                              NRG GENERATING (U.S.) INC.


                        /s/  Timothy P. Hunstad
                        By:  Timothy P. Hunstad
                        Title: Vice President and Chief Financial Officer

      Pursuant to the requirements of the Securities Exchange Act of  1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

     Signature                    Title                   Date

/s/ Robert T. Sherman         President and        December 15, 1997
By:  Robert T. Sherman, Jr.   Chief Executive Officer

/s/ Timothy P. Hunstad        Vice President and   December 15, 1997
By:  Timothy P. Hunstad       Chief Financial Officer

/s/ Leonard Bluhm             Chairman of the      December 15, 1997
By:  Leonard A. Bluhm         Board of Directors

/s/ Lawrence Littman           Director            December 15, 1997
By:  Lawrence I. Littman

/s/ Craig A. Mataczynski       Director            December 15, 1997
By:  Craig A. Mataczynski

/s/ David H. Peterson          Director            December 15, 1997
By:  David H. Peterson

/s/ Spyros Skouras, Jr.        Director            December 15, 1997
By:  Spyros S. Skouras, Jr.

/s/ Charles Thayer             Director            December 15, 1997
By:  Charles J. Thayer

/s/ Ronald J. Will             Director            December 15, 1997
By:  Ronald J. Will

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                             Index to Exhibits

Exhibit No.    Description
2.1**     Composite Fourth Amended and Restated Plan of Reorganization  for
          the  Company dated January 31, 1996 and proposed by the  Company,
          the  Official  Committee  of  Equity  Security  Holders,  Wexford
          Management Corp. ("Wexford") and NRG Energy, Inc. ("NRG Energy").
2.2**     Order  confirming Composite Fourth Amended and Restated  Plan  of
          Reorganization  for  the Company proposed  by  the  Company,  the
          Official  Committee of Equity Security Holders, Wexford  and  NRG
          Energy  dated February 13, 1996 and entered on February 22,  1996
          and  filed as Exhibit 2.1 to the Company's Current Report on Form
          8-K  dated  February  13, 1996 and incorporated  herein  by  this
          reference.
2.3**     Amended  and Restated Stock Purchase and Reorganization Agreement
          dated  January 31, 1996 between the Company and NRG Energy  filed
          as Exhibit 10.1 to the Company's Current Report on Form 8-K dated
          February 13, 1996 and incorporated herein by this reference.
2.4**     Letter Agreement dated April 26, 1996 between the Company and NRG
          Energy amending the Stock Purchase and Reorganization Agreement.
3.1**     Amended and Restated Certificate of Incorporation of the Company.
3.2**     Preferred  Stock Certificate of Designation of the Company  filed
          as  Exhibit 3.3 to the Company's Current Report on Form 8-K dated
          April 30, 1996 and incorporated herein by this reference.
3.3**     Bylaws  of  the  Company filed as Exhibit 3.2  to  the  Company's
          Current  Report on Form 8-K dated April 30, 1996 and incorporated
          herein by this reference.
10.1**    Co-Investment Agreement dated April 30, 1996 between the  Company
          and NRG Energy.
10.2.1**  Chapter 11 Financing Agreement dated August 30, 1995 between  the
          Company and NRG Energy.
10.2.2**  Letter Agreement dated February 20, 1996 between the Company  and
          NRG Energy amending the Chapter 11 Financing Agreement.
10.2.3**  Letter Agreement dated April 30, 1996 between the Company and NRG
          Energy further amending the Chapter 11 Financing Agreement.
10.3**    Liquidating  Asset  Management Agreement  dated  April  30,  1996
          between the Company and Wexford.
10.4**    Management  Services  Agreement dated  as  of  January  31,  1996
          between the Company and NRG Energy.
10.5.1**  Loan  Agreement dated April 30, 1996 between the Company and  NRG
          Energy.

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10.5.2**  Note  dated April 30, 1996 from the Company to NRG Energy in  the
          principal amount of $45,000,000.
10.6.1**  Supplemental  Loan  Agreement dated April 30,  1996  between  NRG
          Energy and the Company.
10.6.2**  Note  dated April 30, 1996 from the Company to NRG Energy in  the
          principal amount of $15,855,545.25.
10.7.1    NRG  Newark Cogen Loan Agreement dated April 30, 1996 between NRG
          Energy and the Company.
10.7.2**  Note  dated April 30, 1996 from the Company to NRG Energy in  the
          principal amount of $24,000,000.
10.8.1**  Credit  Agreement  dated  May  17, 1996  between  NRG  Generating
          (Newark)   Cogeneration  Inc.  ("NRGG  Newark"),  NRG  Generating
          (Parlin)  Cogeneration  Inc.  ("NRGG  Parlin"),  Credit   Suisse,
          Greenwich  Funding  Corporation and  any  Purchasing  lender,  as
          Lenders under the Credit Agreement.
10.8.2**  Amendment  No.  1  to the Credit Agreement dated  June  28,  1996
          between  NRG  Generating (Newark) Inc., NRG  Generating  (Newark)
          Inc.  and  Credit Suisse, Greenwich Funding Corporation  and  any
          Purchase Lender (as defined therein).
10.8.3**  Stock Pledge Agreement dated June 28, 1996 between the Company as
          Pledgor and Credit Suisse.
10.8.4**  Guaranty dated as of May 17, 1996 by NRG Energy, as Guarantor, to
          Credit  Suisse,  as  Agent  for the  benefit  of  Credit  Suisse,
          Greenwich  Funding  Corporation and  any  Purchasing  lender,  as
          Lenders under the Credit Agreement.
10.8.5**  Guaranty dated as of June 28, 1996 by the Company as Guarantor to
          Credit  Suisse  as  Agent  for  the  benefit  of  Credit  Suisse,
          Greenwich  Funding  Corporation and  any  Purchasing  lender,  as
          Lenders under the Credit Agreement.
10.8.6**  Tax  Indemnification Agreement dated June 28,  1996  between  the
          Company, NRGG Newark, NRGG Parlin and Credit Suisse.
10.8.7**  Assignment  and  Security Agreement dated June 28,  1996  between
          NRGG Parlin and Credit Suisse
10.8.8    Amended and Restated Leasehold Mortgage, Assignment of Leases and
          Rents  and  Security Agreement dated June 28, 1996  between  NRGG
          Newark and Credit Suisse
10.8.9    Leasehold  Mortgage, Assignment of Leases and Rents and  Security
          Agreement  dated  June 28, 1996 between NRGG  Parlin  and  Credit
          Suisse.
10.8.10** Interest  Rate Swap Agreement dated August 2, 1996  between  NRGG
          Newark, NRGG Parlin and Credit Suisse.
10.9.1    Loan  Agreement dated March 8, 1996 between O'Brien  (Schuylkill)
          Cogeneration  Inc. and NRG Energy in connection  with  the  Grays
          Ferry Partnership.

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10.9.2    Option  Agreement dated May 1, 1996 between O'Brien  (Schuylkill)
          Cogeneration Inc. and NRG Energy.
10.10.1** Gas  Supply Agreement dated June 30, 1992 between the Company and
          The Philadelphia Municipal Authority (the "PMA") regarding the NE
          Plant  (Philadelphia  Project) and filed as  an  exhibit  to  the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1992 and incorporated herein by this reference.
10.10.2** Gas  Supply Agreement dated June 30, 1992 between the Company and
          the  PMA regarding the SW Plant (Philadelphia Project) and  filed
          as an exhibit to the Company's Annual Report on Form 10-K for the
          fiscal  year ended June 30, 1992 and incorporated herein by  this
          reference.
10.10.3** Energy  Service Agreement dated June 30, 1992 between the Company
          and  the  PMA  regarding the NE Plant (Philadelphia Project)  and
          filed  as an exhibit to the Company's Annual Report on Form  10-K
          for  the fiscal year ended June 30, 1992 and incorporated  herein
          by this reference.
10.10.4** Energy  Service Agreement dated June 30, 1992 between the Company
          and  the  PMA  regarding the SW Plant (Philadelphia Project)  and
          filed  as an exhibit to the Company's Annual Report on Form  10-K
          for  the fiscal year ended June 30, 1992 and incorporated  herein
          by this reference.
10.10.5** Stock  Purchase  Agreement dated November 12,  1993  between  the
          Company,  OPC Acquisition, Inc. and BioGas Acquisition, Inc.  and
          filed  as an exhibit to the Company's Annual Report on Form  10-K
          for  the fiscal year ended June 30, 1993 and incorporated  herein
          by this reference.
10.10.6   Loan Agreement between the Company and PECO.
10.11.1** Long  Term  Power  Purchase Contract for Cogeneration  and  Small
          Power  Production dated March 10, 1986 between  the  Company  and
          Jersey  Central Power and Light ("JCP&L") and filed as an exhibit
          to  the Company's Registration Statement (File No. 33-11789)  and
          incorporated herein by this reference.
10.11.2** Letter Agreement dated June 2, 1986 between the Company and JCP&L
          amending the Long Term Power Purchase Contract.
10.11.3** Second Amendment to Power Purchase Agreement dated March 1,  1988
          between the Company and JCP&L.
10.11.4** Letter  Agreement  dated April 30, 1996 between O'Brien  (Newark)
          Cogeneration, O'Brien (Parlin) Cogeneration and JCP&L.
10.11.5** Third Amendment to Power Purchase Agreement dated April 30,  1996
          between O'Brien (Newark) Cogeneration and JCP&L.
10.14     Transmission Service and Interconnection Agreement dated November
          17,  1987 between O'Brien Energy Systems, Inc. and Public Service
          Electric and Gas Company.

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10.15.1   Steam  Purchase  Agreement dated October 3, 1986 between  O'Brien
          Cogeneration IV, Inc. and Newark Boxboard Co.
10.15.2** Amendment  to  Steam  Purchase Agreement  dated  March  15,  1988
          between O'Brien Cogeneration IV, Inc. and Newark Boxboard Co.
10.15.3** Amendment to Steam Purchase Agreement dated July 18, 1988 between
          O'Brien  (Newark) Cogeneration, Inc. and Newark Group Industries,
          Inc.
10.16.1   Operating  and  Maintenance Agreement dated May 1,  1996  between
          NRGG Newark and Stewart & Stevenson Operations, Inc.
10.16.2   Letter  Agreement  dated  May 10, 1996 between  the  Company  and
          Stewart & Stevenson Operations, Inc.
10.16.3   Letter  Agreement  dated  May  20, 1996  between  NRG  Generating
          (Newark) Cogeneration and Stewart & Stevenson Operations, Inc.
10.17.1** Agreement  for Purchase and Sale of Electric Power dated  October
          20. 1986 between the Company and JCP&L and filed as an exhibit to
          the  Company's  Registration Statement (File  No.  33-11789)  and
          incorporated herein by this reference.
10.17.2   First Amendment to Agreement for Purchase and Sale Electric Power
          dated June 11, 1991 between the Company and JCP&L.
10.17.3** Amended  and Restated Agreement for Purchase and Sale of Electric
          Power dated April 30, 1996 between O'Brien (Parlin) Cogeneration,
          Inc. and JCP&L.
10.17.4** Letter  Agreement  dated April 30, 1996 between O'Brien  (Parlin)
          Cogeneration, Inc. and JCP&L.
10.20.1** Steam  Purchase  Contract  dated December  8,  1986  between  the
          Company and E.I. du Pont de Nemours("E.I. du Pont") and Company.
10.20.2** Amendment No. 1 to Steam Purchase Contract dated January 12, 1988
          between the Company and E.I. du Pont.
10.20.3** Letter Agreement dated July 25, 1988 between the Company and E.I.
          du Pont.
10.20.4** Amendment  No. 3 to Steam Purchase Agreement dated  December  12,
          1988 between the Company and E.I. du Pont.
10.20.5** Amendment  No. 4 to Steam Purchase Contract dated July  14,  1989
          between the Company and E.I. du Pont.
10.20.6** Amendment  No.  5 to Steam Purchase Contract dated  February  16,
          1993 between the Company and E.I. du Pont.
10.21.1** Electricity Purchase Contract dated January 18, 1988 between  the
          Company and E.I. du Pont.
10.21.2** Electricity  Purchase  Contract  dated  April  30,  1996  between
          O'Brien (Parlin) Cogeneration Inc. and NRG Parlin Inc.

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10.21.3** Assignment of Electricity Purchase Contract dated April 30,  1996
          between O'Brien (Parlin) Cogeneration, Inc., NRG Parlin, Inc. and
          E.I. du Pont.
10.22.1   Operating  & Maintenance Agreement dated May 1, 1996 between  NRG
          Generating  (Parlin)  Cogeneration, Inc.  and  Stewart  Stevenson
          Operations, Inc.
10.22.2   Agreement  dated  May 1, 1996 between the Company,  NRGG  Newark,
          NRGG Parlin and Stewart & Stevenson Operations, Inc.
10.22.3   Letter  Agreement  dated  May  20, 1996  between  NRG  Generating
          (Parlin)  Cogeneration, Inc. and Stewart & Stevenson  Operations,
          Inc.
10.23**   Amended  and  Restated  Partnership  Agreement  of  Grays   Ferry
          Cogeneration  Partnership ("Grays Ferry") dated  March  1,  1996,
          between    Adwin   (Schuylkill)   Cogeneration,   Inc.    ("Adwin
          Schuylkill"),  O'Brien (Schuylkill) Cogeneration, Inc.  ("O'Brien
          Schuylkill")  and Trigen-Schuylkill Cogeneration, Inc.  ("Trigen-
          Schuylkill").
10.24.1** Acquisition   Agreement  dated  March  1,  1996   between   Adwin
          Schuylkill, O'Brien Schuylkill and Trigen-Schuylkill.
10.24.2** Side  Agreement  dated  March 1, 1996 between  Adwin  Schuylkill,
          O'Brien Schuylkill and Trigen-Schuylkill.
10.25.1** Contingent  Capacity  Purchase  Addendum  to  the  Agreement  for
          Purchase  of Electric Output (Phase I) dated September  17,  1993
          between PECO and Grays Ferry.
10.25.2** Contingent  Capacity  Purchase  Addendum  to  the  Agreement  for
          Purchase  of Electric Output (Phase II) dated September 17,  1993
          between PECO and Grays Ferry.
10.25.3   Amendment Agreement dated January 31, 1994 between PECO and Grays
          Ferry.
10.25.4   Agreement  for Purchase of Electric Output (Phase I)  dated  July
          28, 1992 between PECO Energy Company ("PECO") and Grays Ferry.
10.25.5   Agreement  for Purchase of Electric Output (Phase II) dated  July
          28, 1992 between PECO and Grays Ferry.
10.26.1** Amended and Restated Steam Purchase Agreement dated September 17,
          1993  among  Philadelphia  Thermal Energy  Corporation  ("PTEC"),
          Adwin  Equipment Company ("Adwin"), O'Brien Environmental Energy,
          Inc. ("O'Brien") and Grays Ferry.
10.26.2** Amended and Restated Steam Venture Agreement dated September  17,
          1993 among PTEC, Philadelphia United Power Corporation ("PUPCO"),
          Adwin and O'Brien.
10.27.1   Amended  and Restated Project Services and Development  Agreement
          dated September 17, 1993 by and between PUPCO and Grays Ferry
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10.27.2** Consent  to  Assignment of Agreement dated March 1, 1996  between
          PUPCO,  Grays  Ferry  Cogeneration  Partnership  and  The   Chase
          Manhattan Bank, N.A.
10.28**   Amended and Restated Site lease, dated September 17, 1993 between
          PTEC and Grays Ferry.
10.29     Newark Lease.
10.30     Parlin Lease.
10.31.1** NRG Generating (U.S.) Inc. 1996 Stock Option Plan dated September
          20, 1996 and filed as Appendix A to the Company's Proxy Statement
          dated October 28, 1996 and incorporated herein by reference.
10.31.2** Form of an Incentive Stock Option Agreement.
10.31.3** Form of a Nonqualified Stock Option Agreement.
10.31.4** Form   of  a  Nonemployee  Director  Nonqualified  Stock   Option
          Agreement.
10.32**   Employment Agreement dated April 30, 1996 between the Company and
          Leonard A. Bluhm.
11**      Computation of Earnings
21**      List of Subsidiaries of the Registrant.
23.1**    Consent of Price Waterhouse LLP.
23.2**    Consent of Coopers & Lybrand LLP.
27**      Financial Data Schedule.

_____
**                        Previously filed.

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