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                                                        Exhibit 10.25.7



                         CONSENT TO ASSIGNMENT
                                  OF
                     OPERATING GUARANTY AGREEMENT

      This Consent to Assignment (this "Consent") is entered into as of
March 21, 1997, to be effective as of December 31, 1997, by NRG Energy,
Inc.,  a  Delaware corporation (the "Company"), NRG Generating (Parlin)
Cogeneration  Inc.  (formerly known as O'Brien (Parlin")  Cogeneration,
Inc.), a Delaware corporation ("NRGG Parlin"), and Credit Suisse  First
Boston  (formerly known as Credit Suisse), acting through its New  York
branch ("CS") as agent (hereinafter in such capacity, together with any
successors thereto in such capacity referred to as "Agent") pursuant to
the  Credit Agreement dated as of May 17, 1996 by and amount  (i)  NRGG
Parlin and NRG Generating (Newark) Cogeneration Inc. (formerly known as
O'Brien  (Newark)  Cogeneration, Inc.), a Delaware  corporation  ("NRGG
Newark";  NRGG  Parlin and NRGG Newark, collectively, the "Borrowers"),
(ii)  Credit Suisse First Boston, as Lender and each additional  Lender
from time to time party to the Credit Agreement and (iii) the Agent (as
to same may be amended, modified or supplemented from time to time, the
"Credit Agreement").

                               RECITALS

      WHEREAS, the Company, for the benefit of NRGG Parlin, has entered
into  that  certain Guaranty Agreement, dated as of even date herewith,
to  be effective January 1, 1997, (as the same may be amended, modified
or  supplemented  from  time  to time, the "Assigned  Agreement")  with
respect to the System Operation and Maintenance Agreement, dated as  of
December 31, 1997 (as the same may be amended, modified or supplemented
from time to time, the "O&M Agreement"), between Power Operations, Inc.
(the "Operator") and NRGG Parlin; and

      WHEREAS, NRGG Parlin has assigned or will assign to Agent for the
benefit of the Secured Parties (as defined in the Credit Agreement  and
referred to herein as "Assignee") all of its rights, title and interest
in,  to  and under the Assigned Agreement as security for NRGG Parlin's
obligations under the Credit Agreement; and

      WHEREAS, the Company is willing to consent to such assignment and
the grant of a security interest by NRGG Parlin in favor of Assignee as
described above.

 NOW, THEREFORE, in consideration of the premises and of other valuable
consideration, the parties hereto agree as follows:

19.  Assignment and Security Interest

     As  security for the due and punctual performance and  payment  of
     all  of NRGG Parlin's obligations under the Credit Agreement, NRGG
     Parlin  has  assigned  or  will assign to Assignee  as  collateral
     security,  all of NRGG Parlin's rights to and under  the  Security
     Agreement (as defined in the Credit Agreement).

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20.  Consent

     The  Company  hereby (i) irrevocably consents  to  the  assignment
     specified  in  paragraph 1 of this Consent and to  any  subsequent
     assignments  by  Agent  or  Assignee upon  and  after  Agent's  or
     Assignee's exercise of its rights and remedies under the  Security
     Agreement  and (ii) agrees that, following the assumption  of  the
     Assigned  Agreement by Agent, Assignee or their nominee,  designee
     or  assignee, all agreements made by the Company under or pursuant
     to the Assigned Agreement shall inure to the benefit of such party
     and  shall be enforceable by such party to the same extent  as  if
     such party were originally named in the Assigned Agreement.

21.  Amendment or Termination of Operating Guaranty

     (a)   The Company covenants and agrees with Agent that without the
     prior written consent of Agent (i) the Company will not materially
     amend,  modify  or terminate the Assigned Agreement  and  (ii)  no
     waiver  by  NRGG Parlin of any of the obligations of  the  Company
     under the Assigned Agreement, and no consent, approval or election
     made  by  NRGG  Parlin in connection with the  Assigned  Agreement
     shall be effective.

     (b)   In the event that the Operator and Agent, Assignee or  their
     nominee  or  designee enter into a new O&M Agreement  pursuant  to
     Section  3(b)  of  that  certain Consent to Assignment  of  System
     Operating  and Maintenance Agreement, dated as December 31,  1997,
     entered  into  by  the Operator, NRGG Parlin and Agent,  then  the
     Company shall, at the option of Agent and Assignee, enter  into  a
     new  Assigned Agreement for the benefit of Agent, Assignee or  (at
     the  direction  of  Agent or Assignee) their nominee  or  designee
     having  terms  substantially identical to the Assigned  Agreement,
     pursuant  to  which Agent, Assignee or their nominee  or  designee
     shall have all the rights and obligations of NRGG Parlin under the
     Assigned Agreement.

22.  Payments

     The Company agrees that until receipt of written notice from Agent
     that  all  obligations of NRGG Parlin under the  Credit  Agreement
     have  been fully satisfied, the Company hereby agrees to make  all
     payments  due to NRGG Parlin under the Assigned Agreement directly
     to  such  account as Agent may from time to time hereafter specify
     in  writing  and the Company will not be entitled to  recover  any
     amount so paid from Agent.

23.  Representations and Warranties

     The  Company hereby represents and warrants to Agent and  Assignee
     as follows:

          (a)   The  Company  is a corporation duly organized,  validly
          existing and in good standing under the laws of the State  of
          Delaware. The Company has full power, authority

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               and legal right to incur the obligations provided for in
          this Consent and the Assigned Agreement.

          (b)   The  execution, delivery and performance by the Company
          of  this  Consent and the Assigned Agreement have  been  duly
          authorized by all necessary corporate action.

          (c)   The Assigned Agreement is in full force and effect  and
          has not been amended.

          (d)    Each  of  this  Consent  and  the  Assigned  Agreement
          constitutes  the legal, valid and binding obligation  of  the
          Company  enforceable against the Company in  accordance  with
          its terms, except as enforceability may be limited by general
          principles   of   equity   and  by   applicable   bankruptcy,
          insolvency,  moratorium or similar laws  affecting  creditors
          rights generally.

          (e)   There is no litigation, action, suit, investigation  or
          proceeding pending or, to the best knowledge of the  Company,
          threatened against the Company nor any basis therefor, before
          or   by   any  court,  administrative  agency,  environmental
          council,  arbitrator  or  governmental  authority,  body   or
          agency, which could adversely affect the performance  by  the
          Company  of  its obligations hereunder or under the  Assigned
          Agreement or which questions the validity, binding effect  or
          enforceability hereof or thereof.

          (f)   The  Company  is not in violation of  its  articles  of
          incorporation  or  bylaws, and the  execution,  delivery  and
          performance  by the Company of this Consent and the  Assigned
          Agreement,   and   the  consummation  of   the   transactions
          contemplated  hereby  and thereby, will  not  result  in  any
          violation  of  any  term of its articles of incorporation  or
          bylaws,  of any material contract or agreement applicable  to
          it,  or  of any license, permit, franchise, judgment, decree,
          writ,  injunction,  order, charter, law, ordinance,  rule  or
          regulation  applicable to it or any of its properties  or  to
          any  obligations incurred by it or by which it or any of  its
          properties  may be bound or affected, or of any determination
          or  award  of any arbitrator applicable to it, and  will  not
          conflict  with, or cause a breach of, or default  under,  any
          such term.

          (g)  The Company has not received notice of, or consented  to
          the  assignment  of  any of NRGG Parlin's  right,  title,  or
          interest  in the Assigned Agreement to any person  or  entity
          other than Agent and Assignee.

24.  Notices

     All  notices  or  other  communications  which  are  required   or
     permitted  hereunder to be given to any party shall be in  writing
     (including facsimile communication) and shall be deemed  given  if
     delivered  personally  or sent by telecopy  or  by  registered  or
     certified mail, return receipt requested, to the address  of  such
     party  specified below or to such other address as  the  addressee
     may  have  specified  in  a notice duly given  to  the  sender  as
     provided herein:

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<PAGE>

     If to Agent:

                         Credit Suisse First Boston
                         Eleven Madison Avenue
                         19th Floor
                         New York, NY  10010-3629

                         Attention:   Project Finance

                         Telecopy:    (212) 325-8049

     If to NRGG Parlin:

               NRG Generating (Parlin) Cogeneration, Inc.
               c/o NRG Generating (U.S.) Inc.
               1221 Nicollet Mall, Suite 610
               Minneapolis, MN  55403

               Attention:  President

               Telecopy:  (612) 373-8833

     If to the Company:

               NRG Energy, Inc.
               1221 Nicollet Mall, Suite 700
               Minneapolis, MN  55403

               Attention:

               Telecopy:



      All  such  notices  and  communications shall,  when  mailed,  be
effective  seven  (7) days after being deposited in  the  mail  in  the
manner aforesaid, or when sent by telecopier, upon receipt thereof.


25.  Governing Law

     THIS CONSENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
     THE  LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT  TO  THE
     PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW EXCEPT SECTION  5-
     1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

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<PAGE>

26.  Successors and Assigns

     This   Consent  shall  be  binding  upon  the  parties  and  their
     successors and assigns and inure to the benefit of the parties and
     their  respective successors and assigns (which  assigns,  in  the
     case of Agent and Assignee, shall include, without limitation, any
     nominee or designee of Agent and Assignee and any purchaser of all
     or   any  portion  of  rights  under  the  Assigned  Agreement  in
     connection with an Event of Default under the Credit Agreement  or
     a foreclosure by Agent and Assignee.)

27.  Waiver

     No  amendment or waiver of any provisions of this Consent shall be
     effective unless the same shall be in writing and signed by Agent,
     and  then  such waiver or consent shall be effective only  in  the
     specific instance and for the specific purpose for which given.

28.  Counterparts

     This Consent may be executed in any number of counterparts, all of
     which  counterparts shall together constitute  one  and  the  same
     instrument.

29.  Further Assurances

     The  Company  will  at any time and from time to  time,  upon  the
     written  request  of  Agent,  execute  and  deliver  such  further
     documents  and  do  such  other  acts  and  things  as  Agent  may
     reasonably request in order to effectuate more fully the  purposes
     of this Consent.

30.  Conflicts

     In  the  event of a conflict between any provision of this Consent
     and  the  provisions of the Assigned Agreement, the provisions  of
     this Consent shall prevail.



                 [SIGNATURES APPEAR ON THE NEXT PAGE]

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<PAGE>

          IN WITNESS WHEREOF, each of the undersigned has duly executed
this Consent as of the date first above written.

                                        NRG ENERGY, INC.



                                        By:/s/ Ronald J. Will
                                        Name:  Ronald J. Will
                                        Title: Vice President


                                           NRG    GENERATING   (PARLIN)
                    COGENERATION INC.



                                        By:
                                        Name:
                                        Title:


Accepted:

CREDIT SUISSE FIRST BOSTON, as Agent



By:/s/ Guy Cirincione
Name:  Guy Cirincione
Title: Director





By:/s/ Andrew B. Leon
Name:  Andrew B. Leon
Title: Associate

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