<PAGE>
                                                            Exhibit 10.31.2
                                     
                                     
                        NRG GENERATING (U.S.) INC.
                          1996 STOCK OPTION PLAN

                      GRANT OF INCENTIVE 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 _____________________ ("Grantee"), who is 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"), and the shareholders of the Company approved the Plan on
, 1996;

     WHEREAS, the Plan provides for the granting of Incentive Stock Options
by  the  Board  to  directors, officers and key employees  of  the  Company
(excluding officers and directors who are not employees) 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 Incentive Stock Options under the Plan, and has determined
that it would be in the best interest of the Company to grant the Incentive
Stock Options documented herein.

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

<PAGE>

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, its Fair Market Value
as  of the Date of Grant. 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, an Incentive Stock Option under 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.

<PAGE>

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)  Upon  the  occurrence of Grantee's ceasing for  any  reason  to  be
employed  by  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  termination  of  Grantee's
employment is by reason of retirement, Disability or death or otherwise  as
follows.   Upon  a  termination  of  Grantee's  employment  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
the  event of any other termination, the Option may be exercised within the
three-month period following the date of retirement, but only to the extent
that  the  Option  was outstanding and exercisable upon the  date  of  such
retirement. In no event, however, shall any such period extend  beyond  the
Option Term.

   (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)  A  transfer  of Grantee's employment between the  Company  and  its
Parents  or  Subsidiaries  shall  not be deemed  to  be  a  termination  of
Grantee's employment.

  (e) 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, (ii) breach any covenant not  to
compete,  or  employment  contract,  with  the  Company,  its  Parents   or
Subsidiaries), or

(iii)  engage in conduct that would warrant Grantee's discharge  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 [insert alternative payment
provisions if desired].  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.  Fair Market Value.
As used herein, the term "Fair Market Value" shall mean:

   (a) If the Common Stock is listed on any established stock exchange or a
national  market system, including, without limitation, the Nasdaq National
Market,  its fair market value shall be the closing selling price for  such
stock  on  the principal securities exchange or national market  system  on
which the Common Stock is at the time listed for trading.  If there are  no
sales of Common Stock on that date, then the closing selling price for  the
Common Stock on the next preceding day for which such closing selling price
is quoted shall be determinative of fair market value; or,

  (b) If the Common Stock is not traded on an exchange or a national market
system,  its  fair market value shall be determined in good  faith  by  the
Board,  and  such  determination shall be conclusive  and  binding  on  all
persons.

In  no  event shall the Fair Market Value equal less than the par value  of
the Common Stock.

7.  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.

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

9.  Employment Not Affected.
  The grant of the Option hereunder shall not be construed as conferring on
Grantee any right to continued employment, and Grantee's employment may  be
terminated without regard to the effect which such action might  have  upon
him as a holder of this Option.

10. 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.

11. 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  current  address
shown  on the payroll records of the Employer.  Any notice shall be  deemed
to be duly given if and when properly addressed and posted by registered or
certified mail, postage prepaid.

12.  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.

13.  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.

<PAGE>



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


     NRG Generating (U.S.) Inc.


     By:


     GRANTEE


     Signature

     Name:
          (Print)
     Address: