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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  ___________
                                       
                                  FORM 10-K/A
                                       
                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

X ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR  15(d)  OF  THE  SECURITIES
  EXCHANGE ACT OF 1934
  For the fiscal year ended June 30, 1996

  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE  SECURITIES
  EXCHANGE ACT OF 1934
  For the transition period from     to

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

1221 Nicollet Mall, Suite 610, Minneapolis, Minnesota    55403
   (Address of principal executive offices)           (Zip Code)
(612)373-5300
(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.   Yes   X  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.  X

      As of October 20, 1996, there were outstanding 6,475,062 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 $18,399,000.

      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

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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.


                                /s/ Leonard A. Bluhm
                                By:  Leonard A. Bluhm
                                Title:  Chief Executive 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/ David H.Peterson      Chairman of the         November 26, 1996
By:  David H. Peterson     Board of Directors


  /s/ Leonard A. Bluhm   Director, President and    November 26, 1996
By:  Leonard A. Bluhm     Chief Executive Officer


  /s/ Timothy P. Hunstad   Vice President and       November 26, 1996
By:  Timothy P. Hunstad  Chief Financial Officer


  /s/ Lawrence I. Littman      Director             November 26, 1996
By:  Lawrence I. Littman


  /s/ Craig A. Mataczynski     Director             November 26, 1996
By:  Craig A. Mataczynski


  /s/ Charles J. Thayer        Director             November 26, 1996
By:  Charles J. Thayer


  /s/ Spyros S. Skouras, Jr.   Director             November 26, 1996
By:  Spyros S. Skouras, Jr.


  /s/ Ronald J. Will           Director             November 26, 1996
By:  Ronald J. Will

                                   1

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                               Index to Exhibits


Exhibit No.    Description

2.1       Amended   and   Restated  Stock  Purchase  and  Reorganization
          Agreement  (including,  without  limitation,  Exhibit  A  (Co-
          Investment Agreement between NRG Energy, Inc. and the  Company
          dated  April  30,  1996);  Exhibit  B  (Chapter  11  Financing
          Agreement  between  NRG  Energy, Inc. and  the  Company  dated
          August  30,  1996);  Exhibit C (Liquidating  Asset  Management
          Agreement  between  NRG Generating (U.S.),  Inc.  and  Wexford
          Management  Corp.  dated  April  30,  1996)  and   Exhibit   D
          (Management Services Agreement) dated as of January 31,  1996,
          by  and  between  NRG  Energy, Inc. and O'Brien  Environmental
          Energy,  Inc.) 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.

2.2       Order Confirming Composite Fourth Amended and Restated Plan of
          Reorganization for O'Brien Proposed by O'Brien,  the  Official
          Committee  of  Equity  Security  Holders,  Wexford  Management
          Corp.,  and  NRG  Energy, Inc. 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       Composite  Fourth Amended and Restated Plan of  Reorganization
          for  O'Brien  Environmental Energy, Inc.,  dated  January  31,
          1996,  proposed  by  O'Brien Environmental  Energy,  Inc.  the
          Official   Committee  of  Equity  Security  Holders,   Wexford
          Management  Corp., and NRG Energy, Inc., and filed as  Exhibit
          2.2 to the Company's Current Report on Form 8-K dated February
          13, 1996 and incorporated herein by this reference.

3.1       Amended  and  Restated  Certificate of  Incorporation  of  the
          Company  filed as Exhibit 3.1 to the Company's Current  Report
          on  Form  8-K dated April 30, 1996 and incorporated herein  by
          this reference.

3.2       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.

3.3       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.

10.1*     Amended   and   Restated   Stock   Purchase   Agreement    and
          Reorganization Agreement, dated as of January 31, 1996, by and
          between  NRG  Energy,  Inc. and O'Brien Environmental  Energy,
          Inc.

10.2      Supplemental Loan Agreement dated April 30, 1996, between  NRG
          Energy,  Inc.  and the Company filed as Exhibit  10.2  to  the
          Company's Current Report on Form 8-K dated February  13,  1996
          and incorporated herein by this reference.

                                   2

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10.3      Loan  Agreement dated April 30, 1996, between NRG Energy, Inc.
          and the Company filed as Exhibit 10.3 to the Company's Current
          Report  on  Form 8-K dated February 13, 1996 and  incorporated
          herein by this reference.

10.4      NRG  Newark Cogen Loan Agreement dated April 30, 1996, between
          NRG Energy, Inc. and the Company, and filed as Exhibit 10.4 to
          the  Company's Current Report on Form 8-K dated  February  13,
          1996 and incorporated herein by reference.

10.5*     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 May 17, 1996.

10.6*     Guaranty  dated  as of May 17, 1996 by NRG  Energy,  Inc.,  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.

10.7*     Guaranty  dated  as of June 28, 1996 by NRG Generating  (U.S.)
          Inc., 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.

10.8*     Tax  Indemnification  Agreement among NRG Generating  (Newark)
          Cogeneration Inc., NRG Generating (Parlin) Cogeneration  Inc.,
          NRG Generating (U.S.) Inc. and Credit Suisse, as Agent.

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



*  To be filed by amendment.

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