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                                                            Exhibit 10.31.4
                                     
                                     
                        NRG GENERATING (U.S.) INC.
                          1996 STOCK OPTION PLAN

                       GRANT OF NONEMPLOYEE DIRECTOR
                         NONQUALIFIED STOCK OPTION
                                     
                                     
Date of Grant: ______________________

      THIS  GRANT,  dated as of the date of grant first stated  above  (the
"Date  of  Grant"),  is  delivered  by  NRG  Generating  (U.S.)  Inc.  (the
"Company")  to _____________________ (the "Grantee"), who is a director  of
the Company who is not an Employee of the Company or a Subsidiary.

      WHEREAS,  the  Board  of Directors of the Company  (the  "Board")  on
September 20, 1996 adopted the NRG Generating (U.S.) Inc. 1996 Stock Option
Plan (the "Plan");

      WHEREAS,  the  Plan  provides for the granting of Nonqualified  Stock
Options by the Board to directors of the Company to purchase shares of  the
Common Stock of the Company (the "Stock"), in accordance with the terms and
provisions thereof; and

      WHEREAS,  the Board considers Grantee to be a person who is  eligible
for  a  grant  of  Nonqualified  Stock Options  under  the  Plan,  and  has
determined  that it would be in the best interest of the Company  to  grant
the Nonqualified Stock Options documented herein.

      NOW  THEREFORE,  the parties hereto, intending to  be  legally  bound
hereby, agree as follows:

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1.  Grant of Option.
   Subject  to the terms and  conditions
hereinafter set forth, the Company, with
the approval and at the direction of the
Board, hereby grants to Grantee,  as  of
the Date of Grant, an option to purchase
up  to __________ shares of Stock  at  a
price  of  $___________ per share.   The
shares   of   stock   purchasable   upon
exercise  of  the Option are hereinafter
sometimes  referred to  as  the  "Option
Shares."  The Option is intended by  the
parties  hereto  to  be,  and  shall  be
treated as, a Nonqualified Stock  Option
which  is  not subject to the provisions
of Code Section 422.

2.  Installment Exercise.
  Subject to such further limitations as
are  provided  herein, the Option  shall
become   exercisable   in   three    (3)
installments, Grantee

having  the right hereunder to  purchase
from the Company the following number of
Options  Shares  upon  exercise  of  the
Option,   on  and  after  the  following
dates, in cumulative fashion:

  (i) on and after the first anniversary
of  the  Date  of Grant up to  one-third
(ignoring  fractional  shares)  of   the
total number of Option Shares;

    (ii)   on   and  after  the   second
anniversary of the Date of Grant, up  to
an    additional   one-third   (ignoring
fractional  shares) of the total  number
of Option Shares; and

    (iii)   on   and  after  the   third
anniversary  of the Date of  Grant,  the
remaining Option Shares.

3.  Termination of Option.
    (a)   The  Option  and  all   rights
hereunder with respect thereto,  to  the
extent  such rights shall not have  been
exercised,  shall terminate  and  become
null  and  void after the expiration  of
ten  (10)  years from the Date of  Grant
(the "Option Term").

   (b)  When the Grantee ceases to be  a
director of the Company, the Option,  to
the  extent  not  previously  exercised,
shall terminate and become null and void
immediately  upon  the Separation  Date,
except  in  a  case where the  Grantee's
service  as  a director of  the  Company
ceases by reason of Disability or  death
or otherwise as follows.  If the Grantee
ceases  to be a director of the  Company
by  reason  of Disability or death,  all
unexercised portions of the Option shall
become  immediately exercisable and  the
Option  may  be  exercised  during   the
period  beginning upon such  termination
and ending one year after such date.  In
no event, however, shall any such period
extend  beyond the Option Term.  If  the
Participant's service as a  director  of
the  Company  terminates for  any  other
reason  prior  to  the exercise  of  all
portions  of the Option, the Participant
shall  have the right within  three  (3)
months  of his Separation Date, but  not
beyond   the  expiration  date  of   the
Option,  to  exercise  such  unexercised
portions of the Option.

   (c)  In the event of Grantee's death,
the Option may be exercised by Grantee's
legal  representative(s) as and  to  the
extent  that the Option would  otherwise
have   been   exercisable  by   Grantee,
subject  to  the provisions of   Section
3(b) hereof.

    (d)    Notwithstanding   any   other
provisions set forth herein  or  in  the
Plan,  if Grantee shall: (i) commit  any
act   of   malfeasance   or   wrongdoing
affecting  the Company, its  Parents  or
Subsidiaries, or (ii) engage in  conduct
that would warrant Grantee's removal for
cause (excluding general dissatisfaction
with   the   performance  of   Grantee's
duties,   but  including  any   act   of
disloyalty   or   any  conduct   clearly
tending  to  bring  discredit  upon  the
Company, its

Parents     or    Subsidiaries),     any
unexercised portion of the Option  shall
immediately terminate and be void.

4.  Exercise of Options.
   (a)  Grantee may exercise the  Option
with  respect to all or any part of  the
number   of  Option  Shares   that   are
exercisable  hereunder  by  giving   the
Secretary of the Company written  notice
of  intent  to exercise.  The notice  of
exercise  shall specify  the  number  of
Option Shares as to which the Option  is
to  be  exercised and date  of  exercise
thereof,  which date shall be  at  least
five  (5) days after the signing of such
notice unless an earlier time shall have
been mutually agreed upon.

  (b)     Full payment (in U.S. dollars)
by  Grantee  of  the  Option  Price  for
Option Shares purchased shall be made on
or before the exercise date specified in
the notice of exercise in cash or as the
Company  may otherwise permit as further
set  forth in the Plan.  On the exercise
date specified in Grantee's notice or as
soon  thereafter as is practicable,  the
Company  shall cause to be delivered  to
Grantee,  a  certificate or certificates
for   the   Option  Shares  then   being
purchased  (out of theretofore  unissued
Stock   or  reacquired  Stock,  as   the
Company may elect) upon full payment for
such  Option Shares.  The obligation  of
the  Company  to  deliver  Stock  shall,
however,  be  subject to  the  condition
that  if  at  any time the  Board  shall
determine  in  its discretion  that  the
listing,  registration or  qualification
of  the Option or the Option Shares upon
any  securities exchange  or  under  any
state or federal law, or the consent  or
approval  of any governmental regulatory
body,  is  necessary or desirable  as  a
condition of, or in connection with, the
Option  or  the issuance or purchase  of
Stock thereunder, the Option may not  be
exercised  in  whole or in  part  unless
such        listing,       registration,
qualification, consent or approval shall
have  been effected or obtained free  of
any  conditions  not acceptable  to  the
Board.

  (c) If Grantee fails to pay for any of
the  Option  Shares  specified  in  such
notice   or  fails  to  accept  delivery
thereof,  Grantee's  right  to  purchase
such Option Shares may be terminated  by
the  Company  or  the  exercise  of  the
Option  may be ignored, as the Board  in
its  sole discretion may determine.  The
date

specified  in  Grantee's notice  as  the
date  of  exercise shall be  deemed  the
date of exercise of the Option, provided
that  payment  in full  for  the  Option
Shares   to   be  purchased  upon   such
exercise  shall  have been  received  by
such date.

5.  Adjustment of and Changes in Stock.
In   the   event  of  a  reorganization,
recapitalization,  change   of   shares,
stock  split, spin-off, stock  dividend,
reclassification,    subdivision,     or
combination    of    shares,     merger,
consolidation, rights offering,  or  any
other  change in the corporate structure
of   shares  of  capital  stock  of  the
Company,  the  Board  shall  make   such
adjustment  as  it deems appropriate  in
the  number and kind of shares of  Stock
subject to the Option or in such  option
price;  provided, however, that no  such
adjustment   shall  give   Grantee   any
additional benefits under the Option.

6.  No Rights as Shareholders.
   Grantee  shall have no  rights  as  a
shareholder with respect thereto  unless
and  until  certificates for  shares  of
Common Stock are issued to him.

7.  Non-Transferability of Option.
  During Grantee's lifetime, this Option
shall be exercisable only by Grantee  or
his    or   her   guardian   or    legal
representative.

8.  Amendment of Option.
  The Option may be amended by the Board
at any time (i) if the Board determines,
in  its  sole discretion, that amendment
is  necessary or advisable in  light  of
any addition to or change in the Code or
in the regulations issued thereunder, or
any  federal or state securities law  or
other  law  of regulation, which  change
occurs  after the Date of Grant  and  by
its terms applies to the Option; or (ii)
other    than   in   the   circumstances
described  in  clause  (i),   with   the
consent of Grantee.

9.  Notice.
  Any notice to the Company provided for
in this instrument shall be addressed to
it  in  care  of  its Secretary  at  its
executive  offices  and  any  notice  to
Grantee shall be addressed to Grantee at
the address below.  Any notice shall  be
deemed  to  be duly given  if  and  when
properly   addressed   and   posted   by
registered  or  certified mail,  postage
prepaid.

10.  Incorporation of Plan by Reference.
   The Option is granted pursuant to the
Plan, the terms and definitions of which
are  incorporated herein  by  reference,
and the Option shall in all respects  by
interpreted in accordance with the Plan.

11.  Governing Law.
   To  the extent that federal law shall
not be held to have preempted local law,
this  Option  shall be governed  by  the
laws  of the State of Delaware.  If  any
provision  of the Option shall  be  held
invalid  or unenforceable, the remaining
provisions hereof shall continue in full
force and effect.

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     IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to  execute this Grant of Nonqualified Stock Option, and Grantee has placed
his or her signature hereon, effective as of the Date of Grant.


     NRG Generating (U.S.) Inc.


     By:
     Its:  President and CEO


     GRANTEE

     Signature____________________________

     Name:
     Address: