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                                                        Exhibit 10.26.2



                           PROMISSORY NOTE


                             in favor of


                      MEESPIERSON CAPITAL CORP.,
                               as Agent




                          December 17, 1997

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                            PROMISSORY NOTE


US $30,000,000                            December 17, 1997
                                          New York, New York


          FOR VALUE RECEIVED, the undersigned, NRG GENERATING (U.S.)
INC., a corporation incorporated under the laws of the State of
Delaware (the "Borrower"), hereby promises to pay to the order of
MEESPIERSON CAPITAL CORP., a corporation incorporated under the laws of
the State of Delaware, in its capacity as agent for the Lenders which
are parties to the Credit Agreement (as such terms are hereinafter
defined) (the "Agent"), with offices at 445 Park Avenue, New York, New
York, the principal sum of Thirty Million United States Dollars (US
$30,000,000) or, if less, the aggregate unpaid principal amount of the
Advances from time to time outstanding made by the Lenders to the
Borrower pursuant to the Credit Agreement.  The Borrower shall repay
the principal amount of such Advances as provided in Section 5 of the
Credit Agreement, but in any event no later than the Maturity Date.

          Words and expressions used herein (including those in the
foregoing paragraph) and defined in the Credit Agreement shall have the
same meaning herein as therein defined.

           The Credit Facility Balance shall bear interest at the
Applicable Rate.  Any principal payment not paid when due, whether by
acceleration or otherwise, shall bear interest thereafter at a rate per
annum of two percent (2%) over the Applicable Rate in effect with
respect thereto at the time of such default.  All interest shall accrue
from day to day and be calculated on the actual number of days elapsed
and on the basis of a 360 day year with respect to each LIBOR Rate
Advance and on the basis of a 365/366 day year with respect to each
Base Rate Advance.

          Both principal and interest are payable in lawful money of
the United States of America to the Agent, at its New York branch
located at 445 Park Avenue, New York, New York (or to such other office
of the Agent as the Agent may direct), in immediately available same
day funds.

          The Agent may endorse the amount and the date of the making
of each Advance evidenced hereby and each payment of principal
hereunder on the grid annexed hereto and made a part hereof, which
endorsement shall constitute prima facie evidence of the accuracy of
the information so endorsed; provided, however, that any failure to
endorse such information on such grid shall not in any manner affect
the obligation of the

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Borrower to make payment of principal and interest in accordance with
the terms of this Promissory Note.

          If this Promissory Note or any payment required hereunder
becomes due and payable on a day which is not a Banking Day (as
hereinafter defined) the due date thereof shall be extended until the
next following Banking Day (in which event, interest shall be payable
during such extension at the rate applicable immediately prior
thereto), unless such next following Banking Day falls in the following
month in which case such payment shall be payable on the Banking Day
immediately preceding the day on which such payment would otherwise be
payable.

          "Banking Day" means a day on which banks are open for the
transaction of business of the nature required by this Promissory Note
in London, England (with respect to LIBOR Rate Advances only), and New
York.

          This Promissory Note is the Note referred to in, and is
entitled to the security and benefits of, (1) the Credit Agreement (the
"Credit Agreement"), dated December __, 1997, by and among the
Borrower, the Agent, and the Lenders whose names are set forth on
Schedule 1 thereto, and (2) the Security Documents.  Upon the
occurrence of any Event of Default under the Credit Agreement, the
principal hereof and accrued interest hereon may be declared to be and
shall thereupon become, forthwith, due and payable.

          Presentment, demand, protest and notice of dishonor of this
Promissory Note or any other notice of any kind are hereby expressly
waived.

          THE BORROWER AND, BY THEIR ACCEPTANCE HEREOF, THE AGENT AND
THE LENDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY ANY PARTY HERETO OR ANY BENEFICIARY HEREOF ON
ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
PROMISSORY NOTE.

          THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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          IN WITNESS WHEREOF, the Borrower has executed and delivered
this Promissory Note on the date and year first above written.

                         NRG GENERATING (U.S.) INC.



                         By /s/ Timothy P. Hunstad
                            Name:  Timothy P. Hunstad
                            Title:  Vice President-CFO


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                   ADVANCES AND PAYMENTS OF PRINCIPAL


       Type                    Amount of       Unpaid
        of         Amount of   Principal Paid  Principal Notation
Date   Advance      Advance    or Prepaid      Balance   Made By



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