<PAGE>
                                     
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                     
                                     
                                FORM 10-K/A
                                     
                             (Amendment No. 1)
                                     
                     FOR ANNUAL AND TRANSITION REPORTS
                  PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

  ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934

X TRANSITION  REPORT  PURSUANT TO SECTION 13 OR  15(d)  OF  THE  SECURITIES
  EXCHANGE ACT OF 1934
  For the transition period from June 30, 1996 to December 31, 1996.

                      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                    (I.R.S. Employer
  incorporation or organization)                   Identification No.)

1221 Nicollet Mall, Suite 610, Minneapolis, Minnesota      55403
(Address   of   principal   executive   offices)        (Zip Code)
(612) 373-8834
(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.

      As  of December 31, 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 $64,945,000.

      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

<PAGE>

The  undersigned registrant (sometimes referred to herein as the "Company")
hereby amends Item 14, the Index to Exhibits and the exhibits to its Annual
Report  on  Form 10-K for the fiscal year ended December 31,  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 registrant's  Annual
Report  on  Form  10-K,  as filed, is amended and  restated  to  substitute
therefor the "Exhibit Index" which follows the signature page hereof, which
is incorporated herein by reference.

                                    1
     
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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.

                         By:     /s/ Timothy P. Hunstad
                         Name:   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            January 28, 1998
By:  Robert T. Sherman, Jr.   Chief Executive Officer

/s/ Timothy P. Hunstad        Vice President and       January 28, 1998
By:  Timothy P. Hunstad       Chief Financial Officer

/s/ Leonard Bluhm             Chairman of the          January 19, 1998
By:  Leonard A. Bluhm         Board of Directors

/s/ Lawrence Littman           Director                January 28, 1998
By:  Lawrence I. Littman

/s/ Craig A. Mataczynski       Director                January 28, 1998
By:  Craig A. Mataczynski

/s/ David H. Peterson          Director                January 28, 1998
By:  David H. Peterson

/s/ Spyros Skouras, Jr.        Director                January 28, 1998
By:  Spyros S. Skouras, Jr.

/s/ Charles Thayer             Director                January 28, 1998
By:  Charles J. Thayer

/s/ Ronald J. Will             Director                January 28, 1998
By:  Ronald J. Will
      
                                    2
                               
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                             Index to Exhibits

Exhibit   Description
No.
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")
          filed  as Exhibit 2.1 to Amendment No. 1 to  the Company's Annual
          Report  on Form 10-K for the fiscal year ended June 30, 1996  and
          incorporated herein by this reference.
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
          filed  as Exhibit 2.4 to Amendment No. 1 to the Company's  Annual
          Report  on Form 10-K for the fiscal year ended June 30, 1996  and
          incorporated herein by this reference.
3.1       Amended  and Restated Certificate of Incorporation of the Company
          filed  as Exhibit 3.1 to Amendment No. 1 to the Company's  Annual
          Report  on Form 10-K for the fiscal year ended June 30, 1996  and
          incorporated herein by this reference.
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 filed as Exhibit 10.1 to Amendment No. 1  to  the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.
10.2.1    Chapter 11 Financing Agreement dated August 30, 1995 between  the
          Company and NRG Energy filed as Exhibit 10.2.1 to Amendment No. 1
          to  the Company's Annual Report on Form 10-K for the fiscal  year
          ended June 30, 1996 and incorporated herein by this reference.

                                    3

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10.2.2    Letter Agreement dated February 20, 1996 between the Company  and
          NRG  Energy amending the Chapter 11 Financing Agreement filed  as
          Exhibit 10.2.2 to Amendment No. 1 to the Company's Annual  Report
          on  Form  10-K  for  the  fiscal year ended  June  30,  1996  and
          incorporated herein by this reference.
10.2.3    Letter Agreement dated April 30, 1996 between the Company and NRG
          Energy further amending the Chapter 11 Financing Agreement  filed
          as  Exhibit  10.2.3  to Amendment No. 1 to the  Company's  Annual
          Report  on Form 10-K for the fiscal year ended June 30, 1996  and
          incorporated herein by this reference.
10.3      Liquidating  Asset  Management Agreement  dated  April  30,  1996
          between  the  Company  and  Wexford  filed  as  Exhibit  10.3  to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.4      Management  Services  Agreement dated  as  of  January  31,  1996
          between  the  Company and NRG Energy filed  as  Exhibit  10.4  to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.5.1    Loan  Agreement dated April 30, 1996 between the Company and  NRG
          Energy  filed  as  Exhibit  10.5.1 to  Amendment  No.  1  to  the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.
10.5.2    Note  dated April 30, 1996 from the Company to NRG Energy in  the
          principal  amount  of  $45,000,000 filed  as  Exhibit  10.5.2  to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.6.1    Supplemental  Loan  Agreement dated April 30,  1996  between  NRG
          Energy and the Company filed as Exhibit 10.6.1 to Amendment No. 1
          to  the Company's Annual Report on Form 10-K for the fiscal  year
          ended June 30, 1996 and incorporated herein by this reference.
10.6.2    Note  dated April 30, 1996 from the Company to NRG Energy in  the
          principal  amount  of $15,855,545.25 filed as Exhibit  10.6.2  to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.7.1    NRG  Newark Cogen Loan Agreement dated April 30, 1996 between NRG
          Energy and the Company filed as Exhibit 10.7.1 to Amendment No. 2
          to  the Company's Annual Report on Form 10-K for the fiscal  year
          ended June 30, 1996 and incorporated herein by this reference.
10.7.2    Note  dated April 30, 1996 from the Company to NRG Energy in  the
          principal  amount  of  $24,000,000 filed  as  Exhibit  10.7.2  to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.

                                    4

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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 thereunder filed as Exhibit 10.8.1 to Amendment No. 1  to
          the  Company's  Annual Report on Form 10-K for  the  fiscal  year
          ended June 30, 1996 and incorporated herein by this reference.
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) filed as Exhibit 10.8.2  to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.8.3    Stock Pledge Agreement dated June 28, 1996 between the Company as
          Pledgor  and  Credit Suisse filed as Exhibit 10.8.3 to  Amendment
          No.  1 to the Company's Annual Report on Form 10-K for the fiscal
          year  ended  June  30,  1996  and  incorporated  herein  by  this
          reference.
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 (as defined therein) filed  as
          Exhibit 10.8.4 to Amendment No. 1 to the Company's Annual  Report
          on  Form  10-K  for  the  fiscal year ended  June  30,  1996  and
          incorporated herein by this reference.
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 (as defined therein) filed  as
          Exhibit 10.8.5 to Amendment No. 1 to the Company's Annual  Report
          on  Form  10-K  for  the  fiscal year ended  June  30,  1996  and
          incorporated herein by this reference.
10.8.6    Tax  Indemnification Agreement dated June 28,  1996  between  the
          Company,  NRGG  Newark, NRGG Parlin and Credit  Suisse  filed  as
          Exhibit 10.8.6 to Amendment No. 1 to the Company's Annual  Report
          on  Form  10-K  for  the  fiscal year ended  June  30,  1996  and
          incorporated herein by this reference.
10.8.7    Assignment  and  Security Agreement dated June 28,  1996  between
          NRGG  Parlin  and  Credit  Suisse  filed  as  Exhibit  10.8.7  to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
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 filed as Exhibit 10.8.8 to Amendment No.
          2 to the Company's Annual Report on Form 10-K for the fiscal year
          ended June 30, 1996 and incorporated herein by this reference.

                                     5

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10.8.9    Leasehold  Mortgage, Assignment of Leases and Rents and  Security
          Agreement  dated  June 28, 1996 between NRGG  Parlin  and  Credit
          Suisse  filed  as  Exhibit  10.8.9 to  Amendment  No.  2  to  the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.
10.8.10   Interest  Rate Swap Agreement dated August 2, 1996  between  NRGG
          Newark, NRGG Parlin and Credit Suisse filed as Exhibit 10.8.10 to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
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 filed as Exhibit 10.9.1 to Amendment No.  2  to
          the  Company's  Annual Report on Form 10-K for  the  fiscal  year
          ended June 30, 1996 and incorporated herein by this reference.
10.9.2    Option  Agreement dated May 1, 1996 between O'Brien  (Schuylkill)
          Cogeneration  Inc.  and NRG Energy filed  as  Exhibit  10.9.2  to
          Amendment No. 2 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
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.
            
                                    6

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10.10.6   Loan  Agreement  between  the Company  and  PECO  Energy  Company
          ("PECO")  filed  as Exhibit 10.10.6 to Amendment  No.  2  to  the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.
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 filed as  Exhibit
          10.11.2 to Amendment No. 1 to the Company's Annual Report on Form
          10-K  for  the  fiscal year ended June 30, 1996 and  incorporated
          herein by this reference.
10.11.3   Second Amendment to Power Purchase Agreement dated March 1,  1988
          between  the  Company  and  JCP&L filed  as  Exhibit  10.11.3  to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.11.4   Letter  Agreement  dated April 30, 1996 between O'Brien  (Newark)
          Cogeneration,  O'Brien (Parlin) Cogeneration and JCP&L  filed  as
          Exhibit 10.11.4 to Amendment No. 1 to the Company's Annual Report
          on  Form  10-K  for  the  fiscal year ended  June  30,  1996  and
          incorporated herein by this reference.
10.11.5   Third Amendment to Power Purchase Agreement dated April 30,  1996
          between  O'Brien (Newark) Cogeneration and JCP&L filed as Exhibit
          10.11.5 to Amendment No. 1 to the Company's Annual Report on Form
          10-K  for  the  fiscal year ended June 30, 1996 and  incorporated
          herein by this reference.
10.12     Transmission Service and Interconnection Agreement dated November
          17,  1987 between O'Brien Energy Systems, Inc. and Public Service
          Electric and Gas Company filed as Exhibit 10.14 to Amendment  No.
          2 to the Company's Annual Report on Form 10-K for the fiscal year
          ended June 30, 1996 and incorporated herein by this reference.
10.13.1   Steam  Purchase  Agreement dated October 3, 1986 between  O'Brien
          Cogeneration  IV, Inc. and Newark Boxboard Co. filed  as  Exhibit
          10.15.1 to Amendment No. 2 to the Company's Annual Report on Form
          10-K  for  the  fiscal year ended June 30, 1996 and  incorporated
          herein by this reference.
10.13.2   Amendment  to  Steam  Purchase Agreement  dated  March  15,  1988
          between  O'Brien  Cogeneration IV, Inc. and  Newark  Boxboard  Co
          filed  as  Exhibit  10.15.2 to Amendment No. 1 to  the  Company's
          Annual  Report  on Form 10-K for the fiscal year ended  June  30,
          1996 and incorporated herein by this reference.
10.13.3   Amendment to Steam Purchase Agreement dated July 18, 1988 between
          O'Brien  (Newark) Cogeneration, Inc. and Newark Group Industries,
          Inc. filed as Exhibit 10.15.3 to Amendment No. 1 to the Company's
          Annual  Report  on Form 10-K for the fiscal year ended  June  30,
          1996 and incorporated herein by this reference.

                                    7

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10.14.1   Operating  and  Maintenance Agreement dated May 1,  1996  between
          NRGG  Newark  and Stewart & Stevenson Operations, Inc.  filed  as
          Exhibit 10.16.1 to Amendment No. 2 to the Company's Annual Report
          on  Form  10-K  for  the  fiscal year ended  June  30,  1996  and
          incorporated herein by this reference
10.14.2   Letter  Agreement  dated  May 10, 1996 between  the  Company  and
          Stewart & Stevenson Operations, Inc. filed as Exhibit 10.16.2  to
          Amendment No. 2 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.14.3   Letter  Agreement  dated  May  20, 1996  between  NRG  Generating
          (Newark)  Cogeneration and Stewart & Stevenson  Operations,  Inc.
          filed  as  Exhibit  10.16.3 to Amendment No. 2 to  the  Company's
          Annual  Report  on Form 10-K for the fiscal year ended  June  30,
          1996 and incorporated herein by this reference.
10.15.1*  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.
10.15.2   First Amendment to Agreement for Purchase and Sale Electric Power
          dated  June  11,  1991 between the Company  and  JCP&L  filed  as
          Exhibit 10.17.2 to Amendment No. 2 to the Company's Annual Report
          on  Form  10-K  for  the  fiscal year ended  June  30,  1996  and
          incorporated herein by this reference.
10.15.3   Amended  and Restated Agreement for Purchase and Sale of Electric
          Power dated April 30, 1996 between O'Brien (Parlin) Cogeneration,
          Inc. and JCP&L filed as Exhibit 10.17.3 to Amendment No. 1 to the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.
10.15.4   Letter  Agreement  dated April 30, 1996 between O'Brien  (Parlin)
          Cogeneration,  Inc.  and  JCP&L  filed  as  Exhibit  10.17.4   to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.16.1   Steam  Purchase  Contract  dated December  8,  1986  between  the
          Company  and E.I. du Pont de Nemours("E.I. du Pont") and  Company
          filed  as  Exhibit  10.20.1 to Amendment No. 1 to  the  Company's
          Annual  Report  on Form 10-K for the fiscal year ended  June  30,
          1996 and incorporated herein by this reference.
10.16.2   Amendment No. 1 to Steam Purchase Contract dated January 12, 1988
          between the Company and E.I. du Pont filed as Exhibit 10.20.2  to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.16.3   Letter Agreement dated July 25, 1988 between the Company and E.I.
          du  Pont  filed  as Exhibit 10.20.3 to Amendment  No.  1  to  the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.

                                    8

<PAGE>

10.16.4   Amendment  No. 3 to Steam Purchase Agreement dated  December  12,
          1988  between  the  Company and E.I. du  Pont  filed  as  Exhibit
          10.20.4 to Amendment No. 1 to the Company's Annual Report on Form
          10-K  for  the  fiscal year ended June 30, 1996 and  incorporated
          herein by this reference.
10.16.5   Amendment  No. 4 to Steam Purchase Contract dated July  14,  1989
          between the Company and E.I. du Pont filed as Exhibit 10.20.5  to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.16.6   Amendment  No.  5 to Steam Purchase Contract dated  February  16,
          1993  between  the  Company and E.I. du  Pont  filed  as  Exhibit
          10.20.6 to Amendment No. 1 to the Company's Annual Report on Form
          10-K  for  the  fiscal year ended June 30, 1996 and  incorporated
          herein by this reference.
10.17.1   Electricity Purchase Contract dated January 18, 1988 between  the
          Company  and  E.I. du Pont filed as Exhibit 10.21.1 to  Amendment
          No.  1 to the Company's Annual Report on Form 10-K for the fiscal
          year  ended  June  30,  1996  and  incorporated  herein  by  this
          reference.
10.17.2   Electricity  Purchase  Contract  dated  April  30,  1996  between
          O'Brien  (Parlin) Cogeneration Inc. and NRG Parlin Inc. filed  as
          Exhibit 10.21.2 to Amendment No. 1 to the Company's Annual Report
          on  Form  10-K  for  the  fiscal year ended  June  30,  1996  and
          incorporated herein by this reference.
10.17.3   Assignment of Electricity Purchase Contract dated April 30,  1996
          between O'Brien (Parlin) Cogeneration, Inc., NRG Parlin, Inc. and
          E.I.  du Pont filed as Exhibit 10.21.3 to Amendment No. 1 to  the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.
10.18.1   Operating  & Maintenance Agreement dated May 1, 1996 between  NRG
          Generating  (Parlin)  Cogeneration, Inc.  and  Stewart  Stevenson
          Operations, Inc. filed as Exhibit 10.22.1 to Amendment No.  2  to
          the  Company's  Annual Report on Form 10-K for  the  fiscal  year
          ended June 30, 1996 and incorporated herein by this reference.
10.18.2   Agreement  dated  May 1, 1996 between the Company,  NRGG  Newark,
          NRGG  Parlin  and Stewart & Stevenson Operations, Inc.  filed  as
          Exhibit 10.22.2 to Amendment No. 2 to the Company's Annual Report
          on  Form  10-K  for  the  fiscal year ended  June  30,  1996  and
          incorporated herein by this reference.
10.18.3   Letter  Agreement  dated  May  20, 1996  between  NRG  Generating
          (Parlin)  Cogeneration, Inc. and Stewart & Stevenson  Operations,
          Inc. filed as Exhibit 10.22.3 to Amendment No. 2 to the Company's
          Annual  Report  on Form 10-K for the fiscal year ended  June  30,
          1996 and incorporated herein by this reference.

                                    9
<PAGE>

10.19     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")  filed as Exhibit 10.23 to Amendment No.  1  to  the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.
10.20.1   Acquisition   Agreement  dated  March  1,  1996   between   Adwin
          Schuylkill,  O'Brien  Schuylkill and Trigen-Schuylkill  filed  as
          Exhibit 10.24.1 to Amendment No. 1 to the Company's Annual Report
          on  Form  10-K  for  the  fiscal year ended  June  30,  1996  and
          incorporated herein by this reference.
10.20.2   Side  Agreement  dated  March 1, 1996 between  Adwin  Schuylkill,
          O'Brien Schuylkill and Trigen-Schuylkill filed as Exhibit 10.24.2
          to  Amendment No. 1 to the Company's Annual Report on  Form  10-K
          for  the fiscal year ended June 30, 1996 and incorporated  herein
          by this reference.
10.21.1   Contingent  Capacity  Purchase  Addendum  to  the  Agreement  for
          Purchase  of Electric Output (Phase I) dated September  17,  1993
          between  PECO  and  Grays  Ferry  filed  as  Exhibit  10.25.1  to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.21.2   Contingent  Capacity  Purchase  Addendum  to  the  Agreement  for
          Purchase  of Electric Output (Phase II) dated September 17,  1993
          between  PECO  and  Grays  Ferry  filed  as  Exhibit  10.25.2  to
          Amendment No. 1 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.21.3   Amendment Agreement dated January 31, 1994 between PECO and Grays
          Ferry  filed  as  Exhibit  10.25.3 to  Amendment  No.  2  to  the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.
10.21.4   Agreement  for Purchase of Electric Output (Phase I)  dated  July
          28, 1992 between PECO and Grays Ferry filed as Exhibit 10.25.4 to
          Amendment No. 2 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.
10.21.5   Agreement  for Purchase of Electric Output (Phase II) dated  July
          28, 1992 between PECO and Grays Ferry filed as Exhibit 10.25.5 to
          Amendment No. 2 to the Company's Annual Report on Form  10-K  for
          the  fiscal year ended June 30, 1996 and incorporated  herein  by
          this reference.

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<PAGE>

10.22.1   Amended and Restated Steam Purchase Agreement dated September 17,
          1993  among  Philadelphia  Thermal Energy  Corporation  ("PTEC"),
          Adwin  Equipment Company ("Adwin"), The Company and  Grays  Ferry
          filed  as  Exhibit  10.26.1 to Amendment No. 1 to  the  Company's
          Annual  Report  on Form 10-K for the fiscal year ended  June  30,
          1996 and incorporated herein by this reference.
10.22.2   Amended and Restated Steam Venture Agreement dated September  17,
          1993 among PTEC, Philadelphia United Power Corporation ("PUPCO"),
          Adwin and the Company filed as Exhibit 10.26.2 to Amendment No. 1
          to  the Company's Annual Report on Form 10-K for the fiscal  year
          ended June 30, 1996 and incorporated herein by this reference.
10.23.1   Amended  and Restated Project Services and Development  Agreement
          dated  September  17, 1993 by and between PUPCO and  Grays  Ferry
          filed  as  Exhibit  10.27.1 to Amendment No. 2 to  the  Company's
          Annual  Report  on Form 10-K for the fiscal year ended  June  30,
          1996 and incorporated herein by this reference.
10.23.2   Consent  to  Assignment of Agreement dated March 1, 1996  between
          PUPCO,  Grays  Ferry  Cogeneration  Partnership  and  The   Chase
          Manhattan Bank, N.A. filed as Exhibit 10.27.2 to Amendment No.  1
          to  the Company's Annual Report on Form 10-K for the fiscal  year
          ended June 30, 1996 and incorporated herein by this reference.
10.24     Amended and Restated Site lease, dated September 17, 1993 between
          PTEC and Grays Ferry filed as Exhibit 10.28 to Amendment No. 1 to
          the  Company's  Annual Report on Form 10-K for  the  fiscal  year
          ended June 30, 1996 and incorporated herein by this reference.
10.25     Newark  Lease filed as Exhibit 10.29 to Amendment No.  2  to  the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.
10.26     Parlin  Lease filed as Exhibit 10.30 to Amendment No.  2  to  the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.
10.27.1*  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.
10.27.2   Form  of  an  Incentive Stock Option Agreement filed  as  Exhibit
          10.31.2 to Amendment No. 1 to the Company's Annual Report on Form
          10-K  for  the  fiscal year ended June 30, 1996 and  incorporated
          herein by this reference.
10.27.3   Form  of  a Nonqualified Stock Option Agreement filed as  Exhibit
          10.31.3 to Amendment No. 1 to the Company's Annual Report on Form
          10-K  for  the  fiscal year ended June 30, 1996 and  incorporated
          herein by this reference.

                                   11

<PAGE>

10.27.4   Form   of  a  Nonemployee  Director  Nonqualified  Stock   Option
          Agreement  filed as Exhibit 10.31.4 to Amendment  No.  1  to  the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.
10.28     Employment Agreement dated April 30, 1996 between the Company and
          Leonard A. Bluhm filed as Exhibit 10.32 to Amendment No. 1 to the
          Company's  Annual Report on Form 10-K for the fiscal  year  ended
          June 30, 1996 and incorporated herein by this reference.
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 as an exhibit to this report on Form 10-K, as originally
  filed.

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