December 10, 1997 among Cogen, LLC and the banks ("Banks")
          party to the Credit Agreement, dated as of September 15,
          1997, among Cogen, LLC, the Banks and Chase.


<PAGE>
                                                              Exhibit 10.27.5




                         AMENDMENT AND CONSENT

               AMENDMENT AND CONSENT, dated as of December 10, 1997
     (this "Amendment and Consent"), among NRG (MORRIS) COGEN, LLC
     (the "Borrower"), a Delaware corporation, and the banks party
     to the Credit Agreement (as defined below) (the "Banks").

                               RECITALS

     WHEREAS, the Borrower entered into that certain Construction
     and Term Loan Agreement, dated as of September 15, 1997 (the
     "Credit Agreement"), with the Banks, The Chase Manhattan Bank
     as agent for the Banks (in such capacity, the "Agent Bank") and
     The Chase Manhattan Bank as collateral agent for the Banks (in
     such capacity, the "Collateral Agent"), to obtain funds to
     finance the ownership, development, engineering, construction,
     start-up, testing, operation and maintenance of an
     approximately 117 MW gas fired cogeneration plant in Morris,
     Illinois (the "Project").  Capitalized terms used but not
     defined in this Amendment and Consent shall have the meanings
     given to such terms in the Credit Agreement;

               WHEREAS, pursuant to the Membership Interest Purchase
     Agreement, dated as of the date hereof (the "Purchase
     Agreement"), between NRG Energy and NRGG Funding Inc., a
     Delaware corporation ("NRGG Funding"), NRG Energy is
     transferring all of its equity interests in the Borrower to
     NRGG Funding;

               WHEREAS, the Borrower and the Banks would like to
     amend the Credit Agreement as set forth herein to reflect the
     transactions contemplated by the Purchase Agreement and the
     documents executed in connection therewith;

               NOW, THEREFORE, in consideration of the foregoing and
     for other good and valuable consideration, the receipt and
     adequacy of which are hereby acknowledged, the Borrower and the
     Banks hereby agree as follows:

               Section 1.  Amendments.

                    1.1.  Section 1.1 of the Credit Agreement is
     hereby amended by inserting the following definitions after the
     definition of "Equity Commitment Agreement" therein:

                    "Equity Guarantee" shall mean the Equity
          Commitment Guaranty, dated as of December 10, 1997, by NRG
          Energy in favor of the Borrower and the Collateral Agent.

                    "Equity Guarantor" shall mean NRG Energy.

     <PAGE>

                    1.2.  Section 1.1 of the Credit Agreement is
     hereby amended by inserting the following definition after the
     definition of "NRG Morris Consent" therein:

                    "NRGG Funding" shall mean NRGG Funding Inc., a
          Delaware corporation.

                    1.3.  The definition of "Financing Documents" in
     Section 1.1 of the Credit Agreement is hereby amended by
     deleting " and" after the word "Consents" in the second line
     thereof and replacing such deleted text with ","; and is hereby
     further amended by inserting the words " and the Equity
     Guarantee" after the words "Equity Commitment Agreements" in
     the second line thereof.

                    1.4.  The definition of "Pledge Agreement" in
     Section 1.1 of the Credit Agreement is hereby amended by
     deleting the current definition in its entirety and replacing
     such deleted provision with the following:

          "Pledge Agreement" shall mean the Pledge and Security
          Agreement, dated as of December 10, 1997, among NRGG
          Funding, NRG MI and the Collateral Agent.

                    1.4.  Section 3.2(a) of the Credit Agreement is
     hereby amended by inserting " the Equity Guarantor," after "any
     Equity Contributor," in the tenth line thereof.

                    1.5.  Section 8.1(f) of the Credit Agreement is
     hereby amended by deleting " or" in the second line thereof and
     replacing such deleted text with ","; and is hereby further
     amended by inserting " or the Equity Guarantor if it has
     continuing obligations under the Equity Guarantee" at the end
     of such Section.

               Section 2.  Consent.  Each Bank hereby (a) consents
     to the transactions contemplated in the Purchase Agreement and
     (b) agrees that the transfer by NRG Energy of its membership
     interests in the Borrower to NRGG Funding pursuant to the
     Purchase Agreement constitutes a Permitted Transfer (as defined
     in the Pledge and Security Agreement, dated as of September 15,
     1997 (the "Original Pledge Agreement"), among NRG Energy, NRG
     MI and the Collateral Agent) under Section 4.1(a) of the
     Original Pledge Agreement.

               Section 3.  Amendments and Consent Limited Precisely
     as Written; Ratification; References. The amendments and the
     consent herein are limited precisely as written and shall not
     be deemed to be a consent or waiver to, or modification of, any
     other term or condition in the Credit Agreement or any of the
     documents referred to herein or therein.  Except as expressly
     amended hereby, the Credit Agreement is ratified and confirmed
     in all respects.  On and after the date hereof, whenever the
     Credit Agreement is referred to in any of the Transaction
     Documents or in any of the other documents or

                                   2

     <PAGE>

     papers to be executed and delivered in connection therewith or
     with the Credit Agreement, such term shall be deemed to mean
     the Credit Agreement as amended hereby.

               Section 4.  Governing Law.  This Amendment and
     Consent shall be construed in accordance with and shall be
     governed by the Laws of the State of New York (without giving
     effect to the principles thereof relating to conflicts of law
     except Section 5-1401 of the New York General Obligations Law).

               Section 5.  Waiver of Jury Trial.  EACH OF THE
     BORROWER AND THE BANKS HEREBY IRREVOCABLY WAIVES ALL RIGHT OF
     TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
     OUT OF OR IN CONNECTION WITH THIS AMENDMENT AND CONSENT OR ANY
     MATTER ARISING HEREUNDER.

               Section 6.  Headings Descriptive.  The headings of
     the several Sections of this Amendment and Consent are inserted
     for convenience only and shall not in any way affect the
     meaning or construction of any provision of this Amendment and
     Consent.

               Section 7.  Counterparts.  This Amendment and Consent
     may be executed in one or more counterparts and when signed by
     all parties listed below shall constitute a single binding
     agreement.


     [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                   3

     <PAGE>

               IN WITNESS WHEREOF, the parties have caused this
     Amendment and Consent to be duly executed by their officers
     thereunto duly authorized as of the day and year first written
     above.


                                   NRG (MORRIS) COGEN, LLC


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


                                   THE CHASE MANHATTAN BANK,
                                        as a Bank


                                   By:  /s/ Kevin P. O'Neill
                                        Name:  Kevin P. O'Neill
                                        Title: Vice President

     <PAGE>

                                   THE BANK OF NEW YORK


                                   By:  /s/ John N. Watt
                                        Name:  John N. Watt
                                        Title: Vice President


                                   NATEXIS BANQUE


                                   By:  /s/ D.J.R. Osten
                                        Name:  D.J.R. Osten
                                        Title: First V.P.


                                   THE SUMITOMO TRUST AND BANKING
                                   COMPANY, LTD.


                                   By:  /s/ Suraj P. Bhatia
                                        Name:  Suraj P. Bhatia
                                        Title: Senior Vice President