<PAGE>
                                                             Exhibit 10.8.2
                                     
                                     
                                     
                                     
                                     
                           AMENDMENT NUMBER 1 TO
                                     
                                     
                             CREDIT AGREEMENT
                                     
                                     
                                     
                               by and among
                                     
                                     
                                     
                 NRG GENERATING (NEWARK) COGENERATION INC.
                                     
                                     
                                    and
                                     
                                     
                 NRG GENERATING (PARLIN) COGENERATION INC.
                                     
                                     
                                     
                                     
                                     
  CREDIT SUISSE, GREENWICH FUNDING CORPORATION AND ANY PURCHASING LENDER
                                as Lender,
                                     
                                     
                                     
                                    and
                                     
                                     
                                     
                               CREDIT SUISSE
                                 as Agent
                                     
                                     
                                     
                         Dated as of June 28, 1996
                                     


<PAGE>

                                     
                                     
                  AMENDMENT NUMBER 1 TO CREDIT AGREEMENT
                                     
                                     
          This AMENDMENT NUMBER 1 TO CREDIT AGREEMENT, dated as of June
28, 1996 ("Amendment"), is made by and among (i) NRG Generating (Newark)
Cogeneration Inc., a Delaware corporation, and NRG Generating (Parlin)
Cogeneration Inc., a Delaware corporation, (ii) CREDIT SUISSE, GREENWICH
FUNDING CORPORATION, a Delaware corporation, and each Purchasing Lender
(each, a "Lender" and collectively, the "Lenders"), and (iii) CREDIT
SUISSE, as agent for the Lenders ("Agent").

                           W I T N E S S E T H :
                                     
                                     
          WHEREAS, the parties hereto have entered into the Credit
Agreement dated as of May 17, 1996 (the "Credit Agreement"); and
          
          WHEREAS, the parties hereto desire to amend the Credit Agreement
in certain respects on the terms and conditions set forth in this
Amendment.
          
          NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereby agree as follows:
          
          1.  Definitions.  For purposes of this Amendment, the terms used
herein and not otherwise defined herein shall have the respective meanings
assigned to them in Exhibit X to the Credit Agreement.
          
          2.  Amendment to the Credit Agreement.
          
          (a)  Section 5.40 of the Credit Agreement is hereby amended by
deleting the phrase "earlier to occur of (a) the Additional Funding Date
and (b) the Initial Maturity Date," in such section and inserting in its
place, "date occurring thirty days after the Additional Funding Date,".
          
          (b)  Section 2.8(b)(ii) of the Credit Agreement is hereby amended
by inserting after the phrase "Newark Power Purchase Agreement", in each
place such phrase occurs, the phrase "or the Parlin Power Purchase
Agreement".
          
          3.  Amendment to Exhibit X and Schedule 4.3B to the Credit
Agreement.
          
          (a)  The definition of "Base Rate Margin" is hereby amended by
inserting after the phrase "1.000% per annum" in such definition the
following phrase: ";provided, however, that if on any Calculation Delivery
Date the Debt Service Coverage Ratio exceeds 1.40, then for the quarterly
period ending on the Repayment Date immediately preceding such Calculation
Delivery Date, the Base Rate Margin shall be the percentage specified in
clause (i), (ii) or (iii) above, as applicable, minus 0.125%".
          
          (b)  The definition of "LIBOR Margin" is hereby amended by
inserting after the phrase "1.75% per annum" in
          

<PAGE>
          
such definition the following phrase: ";provided, however, that if on any
Calculation Delivery Date the Debt Service Coverage Ratio exceeds 1.40,
then for the quarterly period ending on the Repayment Date immediately
preceding such Calculation Delivery Date, the Base Rate Margin shall be the
percentage specified in clause (i), (ii) or (iii) above, as applicable,
minus 0.125%".
          
          (c)  The definition of "Maturity Date" is hereby amended by
deleting the phrase "the date which is 15 years after the Initial Funding
Date" in such definition and inserting in its place "June 30, 2011".
          
          (d)  Schedule 4.3B to the Credit Agreement is hereby deleted as
of the Additional Funding Date and is replaced as of the Additional Funding
Date with a new Schedule 4.3B attached hereto as Annex A.
          
          4.  Governing Law.  This Amendment is a contract made under the
laws of the State of New York of the United States and shall for all
purposes be governed by and construed in accordance with the laws of such
State without regard to the conflict of law rules thereof.
          
          5.  Effectiveness of Credit Agreement.  Except as expressly
provided in this Amendment, the Credit Agreement shall continue and remain
in full force and effect in all respects.
          

<PAGE>
          
          6.  Counterparts;.  This Amendment may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
          
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered by their respective officers thereunto
duly authorized as of the date first above written.

                              CREDIT SUISSE, as Agent and Lender
                               
                               
                              By:  /s/    Louis Iaconetti
                                   Name:  Louis D. Iaconetti
                                   Title: Associate
                              
                              By:  /s/    Steven Dowe
                                   Name:  Steven Dowe
                                   Title: Associate
                                 
                                 
                                 
                              NRG GENERATING (NEWARK) COGENERATION INC.
                               
                               
                              By:  /s/    Leonard Bluhm
                                   Name:  Leonard A. Bluhm
                                   Title: President
                                 
                                 
                                 
                              NRG GENERATING (PARLIN) COGENERATION INC.
                               
                               
                              By:  /s/    Leonard Bluhm
                                   Name:  Leonard A. Bluhm
                                   Title: President
                                 
                                 
                                 



<PAGE>
                               
                               
                              
                              
                              
                              GREENWICH FUNDING CORPORATION, as Lender
                               
                               
                              By:  Credit Suisse, New York   Branch, as
                                     Attorney-In-Fact
                               
                               
                              
                              By: /s/    Carin Okita
                                  Name:  Carin L. Okita
                                  Title: Associate
                                 
                                 
                                 
                              By: /s/    Thomas Meier
                                  Name:  Thomas Meier
                                  Title: Associate