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                                                  Exhibit 10.31.2



                   NRG GENERATING (U.S.) INC.
                     1997 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  March  27, 1997 adopted the NRG Generating (U.S.)  Inc.  1997
Stock Option Plan (the "Plan") to be effective as of May 1, 1997,
and  the  shareholders  of  the  Company  approved  the  Plan  on
, 1997;

      WHEREAS,  the Plan provides for the granting  of  Incentive
Stock  Options  by the Committee 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 Committee 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:


1.  Grant of Option.
   Subject to the terms and conditions hereinafter set forth, the
Company, with the approval and at the direction of the Committee,
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 Option 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.

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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  as
the  Company  may otherwise permit as further set  forth  in  the
Plan.   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 Committee 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 Committee.

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   (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  Committee  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 Committee  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.

[Optional Change of Control Provisions
In the event of any Corporate Transaction or an event giving rise
to  a  Change  in  Control, the Option  shall  be  fully  vested,
nonforfeitable  and  become exercisable as of  the  date  of  the
Change  in  Control  or  Corporate Transaction  or  as  otherwise
determined  in  accordance  with  Section  5.5(c)  of  the  Plan.
However,  in  the case of a Corporate Transaction, the  Committee
may  determine that the Option will not be so accelerated if  and
to  the  extent  (i) such Option is either to be assumed  by  the
successor  or parent thereof or to be replaced with a  comparable
Option  to  purchase shares of the capital stock of the successor
corporation  or  parent thereof, or (ii) such  Option  is  to  be
replaced   with  a  cash  incentive  program  of  the   successor
corporation that preserves the option spread existing at the time
of  the Corporate Transaction and provides for subsequent payment
in  accordance with the same vesting schedule applicable to  such
Option.

In  the event of a Corporate Transaction described in clauses (i)
or (ii) of Section 5.5(b) of the Plan, the Committee may, upon no
less  than  60  days  notice  to the optionee  (an  "Acceleration
Notice") determine that such optionee's Options will terminate as
of  the  effective date of such Corporate Transaction,  in  which
event  such  Options  shall be fully vested,  nonforfeitable  and
become   exercisable  immediately  as  of  the   date   of   such
Acceleration  Notice.   In the event of a Change  in  Control  or
Corporate  Transaction described in clauses (a)(i),  (a)(ii)  and
(b)(iii)  of  Section  5.5  of the  Plan  or  in  the  event  the
Acceleration Notice is not timely given, the Option shall  remain
exercisable  for the remaining term of the Option notwithstanding
the  provisions  of  Article  V  of  the  Plan,  subject  to  any
limitations  thereto which may be applicable to  Incentive  Stock
Options.   In  the event of a Corporate Transaction described  in
clauses  (a)(iii), (b)(i) or (b)(ii) of Section 5.5 of the  Plan,
which  is  preceded by a timely Acceleration Notice,  the  Option
shall  terminate  as  of  the effective  date  of  the  Corporate
Transaction described therein.  In no event shall the  Option  be
exercised after the expiration of the Option Term.]

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 average, over the twenty (20) trading days preceding
the  date of the grant of an option, of the closing selling price
for  such  stock on the principal securities exchange or national
market system on

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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 Committee, 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 or her.

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 Committee at any time (i)  if
the  Committee 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.

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      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:________________________________
                                       Member of the Committee


By:________________________________
                                       Member of the Committee


By:________________________________
                                       Timothy P. Hunstad
                                     Vice   President  and  Chief
Financial
                                       Officer

                                   GRANTEE


                              Signature__________________________


Name:______________________________
                                             (Print)
                                   Address:

_____________________________

_____________________________