19, 1997 by NRG Energy for the benefit of Cogen, LLC.



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                                                 Exhibit 10.27.17





                        Limited Guaranty


     This Limited Guaranty (this "Guaranty") is made on this 19th
day of September, 1997, by NRG Energy, Inc., a Delaware
corporation, with its principal offices located at 1221 Nicollet
Mall, Minneapolis, Minnesota (the "Guarantor") for the benefit of
NRG (Morris) Cogen, LLC, a Delaware limited liability company
with its principal offices located at 1221 Nicollet Mall,
Minneapolis, Minnesota (the "Principal"). Guarantor and Principal
are sometimes collectively referred to as the "Parties" and
individually as a "Party."

                        R E C I T A L S

     WHEREAS, Principal is in the process of developing a nominal
117 megawatt gas-fired cogeneration project (the "Project") at
the Morris, Illinois, chemical production facility owned by
Millennium Petrochemicals Inc.; and

     WHEREAS, Principal intends to contract with NRG Morris
Operations Inc. (the "Operator"), an affiliate of Guarantor,
pursuant to that certain Operation and Maintenance Agreement
dated as of September 19, 1997 (the "O&M Agreement") for the
operation and maintenance of the Project; and

     WHEREAS, in order to induce Principal to enter into the
Operation and Maintenance Agreement with Operator, Guarantor is
prepared to provide a limited guaranty of certain of Operator's
obligations thereunder; and

     WHEREAS, Principal acknowledges that this is a limited
guaranty of Operator's obligations based on the terms set out
herein; and

     WHEREAS, unless otherwise defined, capitalized terms used
herein shall have the meanings ascribed to such terms in the O&M
Agreement;

          NOW, THEREFORE, in consideration of the O&M Agreement
between Principal and Operator and the covenants of the Parties
contained herein, Guarantor hereby covenants with Principal as
follows:

     1.   Scope and Effective Date of Guaranty.  Guarantor hereby
          guaranties to Principal the payment by Operator when
          due of up to a maximum of one million two hundred
          thousand dollars ($1,200,000) in liquidated damages
          potentially owed by Operator to Principal under
          Sections 8.1 and/or 8.2 of the O&M Agreement (the
          "Guarantied Obligations").  No more than four hundred
          thousand dollars ($400,000) of such damages shall be
          guarantied by Guarantor in any Operating Year.  No
          other obligations of Operator under the O&M Agreement
          are covered by this Guaranty.  This Guaranty shall
          become effective and enforceable upon the Effective
          Date under the O&M Agreement.

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     2.   Failure of Operator to pay Liquidated Damages.  If
          Operator (unless relieved from its obligation  to pay
          liquidated damages under Sections 8.1 and/or 8.2 of the
          O&M Agreement by statute or by the decision of an
          arbitration panel or tribunal of competent
          jurisdiction) shall in any respect fail to pay
          liquidated damages owed to Principal under Sections 8.1
          and/or 8.2 of the O&M Agreement, then Guarantor will,
          upon receipt of notice that such damages are due and of
          Operator's failure to pay same, pay such amounts, up to
          a maximum of four hundred thousand dollars ($400,000)
          in any Operating Year, and up to a maximum of one
          million two hundred thousand dollars ($1,200,000)
          during the term of the O&M Agreement.  Payment shall be
          by wire transfer in immediately available funds to an
          account designated by Principal, or Principal's Lender.
          Payment will be made within ten (10) Business Days of
          receipt of notice by Guarantor or in the event that
          Operator disputes such damages, within ten (10)
          Business Days of a final decision of the arbitration
          panel established pursuant to Article XIII of the O&M
          Agreement.  In the event Operator disputes such
          damages, and pursues dispute resolution proceedings
          pursuant to such Article XIII with due diligence,
          Guarantor shall have no obligation to Principal until
          the final decision of the arbitration panel is issued.

     3.   Modifications to the O&M Agreement.  The Guarantor
          shall not be discharged or released from, and its
          liability shall not be affected under this Guaranty, by
          any arrangement which may be made between Operator and
          the Principal or by any forbearance by the Principal
          whether as to payment, time of performance or by
          anything else which might otherwise have any such
          effect at law or in equity.  Operator is expressly
          authorized to amend, supplement, or otherwise modify
          the O&M Agreement, waive compliance by the Principal
          with the terms thereof, and settle or compromise any of
          the Guarantied Obligations without notice to the
          Guarantor, and without in any manner affecting the
          absolute liabilities of the Guarantor hereunder.

     4.   Nature of Guaranty.  This Guaranty is an absolute,
          unconditional, irrevocable  and continuing guaranty of
          payment of the Guarantied Obligations, and the
          obligations of the Guarantor hereunder shall not be
          released, in whole or in part, by any action or thing
          which might, but for this provision of this Guaranty,
          be deemed a legal or equitable discharge of a surety or
          guarantor, other than irrevocable payment in full of
          the Guarantied Obligations.  No notice of the
          Guarantied Obligations to which this Guaranty may
          apply, or any renewal or extension thereof, need be
          given to the Guarantor, and none of the foregoing acts
          shall release the Guarantor from liability hereunder.
          The Guarantor hereby expressly waives (a)  demand of
          payment, presentment, protest, or notice of dishonor
          for non-payment of the Guarantied Obligations; (b)
          notice of acceptance of this Guaranty and notice of any
          liability to which it may apply; and (c) all other
          notices and demands of any kind and description
          relating to the Guarantied Obligations now or hereafter
          provided for by any agreement, statute, law, rule, or
          regulation.  The Guarantor shall not be exonerated with
          respect to the Guarantor's liabilities under this
          Guaranty by any act or thing except irrevocable payment
          of the Guarantied

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          Obligations, it being the purpose and intent of this
          Guaranty that covenants, agreements, and all
          obligations of the Guarantor hereunder be absolute,
          unconditional, and irrevocable.  No invalidity,
          irregularity, or unenforceability of all or any part of
          the Guarantied Obligations shall affect, impair, or be
          a defense of this Guaranty.  The liabilities of the
          Guarantor herein shall not be affected or impaired by
          any failure, delay, neglect or omission on the part of
          Principal to realize upon any of the Guarantied
          Obligations of Operator to the Principal nor by the
          taking by Principal of (or the failure to take) any
          other guaranty or guaranties to secure the Guarantied
          Obligations, nor by the taking by the Principal (or the
          failure to take or the failure to perfect any security
          interest in or other lien on) of collateral or security
          of any kind.  No act or omission of the Principal,
          whether or not such action or failure to act varies or
          increases the risk, or affects the rights or remedies,
          of the Guarantor, shall affect or impair the
          obligations of the Guarantor hereunder.  The Guarantor
          acknowledges that this Guaranty is in effect and
          binding as of the Effective Date without reference to
          whether this Guaranty is signed by any other person,
          that possession of this Guaranty by Principal shall be
          conclusive evidence of due delivery hereof by the
          Guarantor and that this Guaranty shall continue in full
          force and effect notwithstanding the release of or
          extension of time provided to any other guarantor of
          the Guarantied Obligations or any part thereof.

     5.   Waiver of Subrogation and Contribution Rights.  Prior
          to the irrevocable payment in full of the Guarantied
          Obligations hereunder, the Guarantor waives all rights
          of subrogation to any of the rights of Principal
          against Operator, and the Guarantor waives all rights
          to seek any recourse against, or contribution or
          reimbursement from, Operator in respect of payments
          made by the Guarantor hereunder.

     6.   Set Aside of Payments made by Operator to Principal.
          If any payment received by the Principal and applied to
          the Guarantied Obligations is subsequently set aside,
          recovered, rescinded, or required to be returned for
          any reason (including without limitation, the
          bankruptcy, insolvency or reorganization of Operator),
          the Guarantied Obligations to which such payment was
          applied shall for the purposes of this Guaranty be
          deemed to have continued in existence, notwithstanding
          such application, and this Guaranty shall be
          enforceable as to such Guarantied Obligations as fully
          as if such application had never been made.  References
          in this Guaranty to amounts "irrevocably paid" or to
          "irrevocable payment" refer to payments that cannot be
          set aside, recovered, rescinded, or required to be
          returned for any reason.

     7.   Effect of Bankruptcy Proceedings involving Operator.
          The Guarantor expressly agrees that the liabilities and
          Guarantied Obligations of the Guarantor under this
          Guaranty shall not in any way be impaired or otherwise
          affected by the institution by or against Operator of
          any bankruptcy, reorganization, arrangement,
          insolvency, or liquidation proceedings, or any other
          similar proceedings for relief under any bankruptcy law
          or similar law for the relief of debtors and that any

<PAGE>

          discharge of any of the Guarantied Obligations pursuant
          to any such bankruptcy or similar law or other law
          shall not diminish, discharge, or otherwise affect in
          any way the obligations of the Guarantor under this
          Guaranty, and that upon the institution of any of the
          above actions, such obligations shall be enforceable
          against the Guarantor.

     8.   Reimbursement of Certain Expenses of Principal.  The
          Guarantor will pay or reimburse the Principal on demand
          for all out-of-pocket expenses (including in each case
          all reasonable fees and expenses of counsel) incurred
          by the Principal arising out of or in connection with
          the enforcement of this Guaranty against the Guarantor
          or arising out of or in connection with any failure of
          the Guarantor to fully and timely perform the
          obligations of the Guarantor hereunder.

     9.   Representations and Warranties of Guarantor.  Guarantor
          represents and warrants to Principal as follows: (a)
          Guarantor is a corporation duly formed, validly
          existing, and in good standing under the laws of
          Delaware; (b) Guarantor has the requisite power and
          authority to execute, deliver and perform the terms and
          provisions of this Guaranty, (c) the execution,
          delivery, and performance of this Guaranty have been
          duly authorized and approved by Guarantor, and no other
          authorizations, approvals, or consents are required in
          order for this Guaranty to constitute a binding and
          enforceable legal obligation of the Guarantor; (d) the
          execution of this Guaranty by Guarantor and the
          performance of Guarantor's obligations under this
          Guaranty will not conflict with, or result in a breach
          of or default under any agreement, contract, or
          covenant to which Guarantor is a party or by which
          Guarantor is bound; and (e) this Guaranty, as executed,
          constitutes the binding legal obligation of Guarantor
          that is enforceable in accordance with its terms and
          conditions, except as the enforcement thereof may be
          limited by applicable bankruptcy, insolvency or similar
          laws affecting the enforcement of rights of creditors
          generally and except to the extent that enforcement of
          rights and remedies set forth therein may be limited by
          equitable principles (regardless of whether enforcement
          is considered in a court of law or a proceeding in
          equity).

     10.  Assignment.  This Guaranty may not be assigned by
          Guarantor without the express prior written approval of
          Principal. This Guaranty may not be assigned by
          Principal without the express prior written consent of
          Guarantor; provided, however, that Principal may assign
          this Guaranty, without the consent of Guarantor, as
          collateral for financing for the cogeneration Project
          which is the subject of the O&M Agreement.  Guarantor
          agrees to execute any consent to assignment which may
          be reasonably requested by Principal's Lenders.

     11.  Successors and Permitted Assigns.  This Guaranty shall
          be binding upon, and inure to the benefit of, the
          successors and permitted assigns of the Parties.

     12.  Waivers and Amendments.  This Guaranty may be waived,
          modified or amended only by a writing signed by the
          Principal and Guarantor.  A waiver so signed shall

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          be effective only in the specific instance and for the
          specific purpose given.

     13.  Expiration of Guarantee.  This Guaranty shall expire
          upon the earliest of (a) the payment by the Guarantor
          of the maximum amount of Guarantied Obligations set
          forth in Section 1 above; (b) expiration of the term of
          the O&M Agreement if no claim has been made by
          Principal against Guarantor prior to such expiration;
          or (c) delivery by Operator to Principal of a letter of
          credit or substitute guaranty, in each case in form and
          substance satisfactory to Principal, in an amount equal
          to the remaining obligation of Guarantor hereunder.  No
          extension of this Guaranty shall be effective unless
          evidenced by written amendment signed by Guarantor.

     14.  Governing Law.  This Guaranty shall in all respects be
          governed by the laws in force in the state of Minnesota
          except with regard to such state's choice of law
          provisions, and the Guarantor hereby submits to the
          personal jurisdiction of the state and federal courts
          of the state of Minnesota, and waives any defense based
          on improper venue or forum non-conveniens.  Guarantor
          agrees to accept service of process by certified mail
          in any enforcement proceedings.

     15.  Notices.  All notices and other communications required
          or permitted by this Guaranty shall become effective
          when delivered (including by messenger or courier) or
          when received by facsimile or such other method of
          telecommunication as is capable of creating a writing.
          All notices and other communication shall be forwarded
          to the Parties at the following addresses, or facsimile
          numbers, or at such substitute addresses, or substitute
          facsimile numbers as the Party may designate by written
          notice to the other Party in the manner specified
          herein:

          If to Principal:    NRG (Morris) Cogen, LLC
                         1221 Nicollet  Mall
                         Minneapolis, Minnesota
                         Facsimile: 612-373-5430
                         Attention: President


          If to Guarantor:    NRG Energy, Inc.
                         1221 Nicollet  Mall
                         Minneapolis, Minnesota
                         Facsimile: 612-373-5392
                         Attention: General Counsel

     16.  Severability.  In the event that any provision of this
          Guaranty is held to be unenforceable or invalid by any
          court of competent jurisdiction, the validity and
          enforcibility of the remaining provisions shall not be
          affected thereby.

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     IN WITNESS WHEREOF, the Guarantor has duly signed this
Limited Guaranty as of the date and year first above written.



                              NRG Energy, Inc.

                              By:/s/ Craig Mataczynski
                                 Name:  Craig Mataczynski
                                 Title: Vice President