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                                                    Exhibit 10.35



                    CONFIDENTIALITY AGREEMENT


This Confidentiality Agreement, entered into as of October 3,
1997, is executed by NRG Generating (U.S.) Inc. ("NRGG"), a
corporation organized under the laws of the State of Delaware,
the address of which is set forth at the end of this Agreement,
and NRG Energy, Inc. ("Energy"), a corporation organized under
the laws of the State of Delaware, the address of which is set
forth at the end of this Agreement.  NRGG and Energy are referred
to individually as a "Party" and collectively as the "Parties."


                            RECITALS

A.   The Parties are both party to that certain Co-Investment
     Agreement, dated as of April 30, 1996 (the "Co-Investment
     Agreement"), pursuant to which they will be potentially
     investing together in projects.

B.   The Parties, for their mutual benefit and in furtherance of
     these projects, may exchange Confidential Information (as
     defined below) in the course of their relationship.

C.   The Parties which to define their respective rights and
     obligations with respect to such Confidential Information.


                            AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained
herein, the Parties agree as follows:

19.  As used herein, the term "Confidential Information" means
     information which is of a non-public, proprietary or
     confidential nature to the disclosing Party, including all
     reports and analyses, technical and economic data, studies,
     forecasts, trade secrets, research or business strategies,
     financial or contractual proposals or information or other
     written or oral information.  Confidential Information may
     be in any form whatsoever, including writings, computer
     programs, logic diagrams, component specifications, drawings
     or other media.  All information disclosed by either Party
     to the other, whether orally (provided, however, that
     information disclosed orally must be reduced to written form
     and marked confidential within five business days), in
     writing, by inspection or otherwise, shall be deemed to be
     Confidential Information unless otherwise expressly agreed
     in writing by the Party disclosing such information, or
     unless excluded pursuant to paragraph 2 below.

20.  Notwithstanding the provisions of paragraph 1, the term
     "Confidential Information" shall not include, and neither
     Party shall be under any obligation to maintain in
     confidence or not use, any information (or any portion
     thereof) disclosed to it by the other Party to the extent
     that such information:


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(i)  is in the public domain at the time of disclosure; or

(ii) following disclosure, becomes generally known or available
     through no fault or omission on the part of the receiving
     Party; or

(iii)     is known, or becomes known, to the receiving Party from
     persons not known by the receiving Party to be under an
     obligation of secrecy (whether legal or contractual) to the
     disclosing Party; or

(iv) is independently developed by the receiving Party without
     violating any of its obligations under this Agreement; or

(v)  is legally required to be disclosed by judicial or other
     governmental action; provided, however, that prompt notice
     of such judicial or other governmental action shall have
     been given to the disclosing Party and that the disclosing
     Party shall be afforded the opportunity (consistent with the
     legal obligations of the receiving Party) to exhaust all
     reasonable legal remedies to maintain the Confidential
     Information in confidence; or

(vi) which the disclosing Party approved for release by written
     authorization to the receiving Party; or

(vii)     which is already in the receiving Party's possession at
     the time of disclosure and which was not acquired by the
     receiving Party directly or indirectly from the disclosing
     Party on a confidential basis.

Specific information shall not be deemed to be within the
exceptions of subparts (i) or (iv) above merely because it is
included in a document which contains information within such
exceptions.

21.  The Confidential Information (i) may be used by the
     receiving Party solely in connection with business between
     the Parties, as a result of which the Parties have caused
     this Agreement to be executed, and (ii) will be kept
     confidential and not disclosed by the receiving Party to any
     other person, except that Confidential Information may be
     disclosed to any of the receiving Party's affiliates,
     directors, officers, employees, attorneys, accountants,
     consultants, potential lenders or underwriters, advisors and
     agents (collectively, its "Representatives") who require
     access to such information in connection with the evaluation
     of potential business transactions between the Parties.
     Each of the Parties agrees that any of its Representatives
     to whom Confidential Information is disclosed will be
     informed of the confidential or proprietary nature thereof
     and of the receiving Party's obligations under this
     Agreement, and that each Party shall be responsible for any
     use or disclosure of Confidential Information by any of its
     Representatives.

22.  NRGG shall not:  (i) directly or indirectly solicit business
     from the principal host project energy customer, or any
     affiliate thereof, of any project that has been presented to
     the NRGG Board or NRGG Management as an opportunity in which
     NRGG may acquire an

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     ownership interest or been offered to NRGG in writing (any
     such project "an offered project"); (ii) solicit business
     from any project energy customer of an offered project which
     business is in competition and inconsistent with an offered
     project; (iii) during the period in which NRGG is evaluating
     whether it intends to purchase an interest in an offered
     project, contact any project participant without the prior
     notification, consent and coordination of the contact with
     the designated representatives of Energy; or (iv) after the
     period in which NRGG is evaluating whether it intends to
     purchase an interest in an offered project, contact any
     project participant concerning such project without the
     prior notification, consent and coordination of the contact
     with the designated representatives of Energy, unless NRGG
     has acquired an ownership interest in such project.  During
     the period in which NRGG is evaluating purchasing an
     interest in an offered project, Energy shall promptly and
     completely disclose information reasonably required by NRGG
     related to such project, and Energy shall use reasonable
     efforts to facilitate such meetings with project
     participants as are reasonably necessary to obtain such
     information once a good faith indication of interest has
     been made by NRGG.  Energy shall have no obligation to
     facilitate meetings with project participants prior to the
     time that Energy has made an Offer of a project as defined
     in section 2.2(a) of the Co-investment Agreement.  For the
     purposes of this Agreement-

          "principal host project energy customer" shall not
          include (x) an electric utility company, (y) a power
          marketer, or (z) an existing purchaser of energy from a
          project in which any NRGG subsidiary has an ownership
          interest as of the date of this Agreement.

          "affiliate" of a principal host project energy customer
          shall mean any partnership, joint venture, or
          corporation (any of which, including the principal
          project host energy customer, being a "person")
          controlling, controlled by, or under common control
          with, such customer, provided that control shall mean
          the ownership of fifty percent (50%) or more of the
          outstanding voting or ownership shares or ownership
          interests of the person in question.

23.  The Parties agree that: (i) all rights to Confidential
     Information disclosed pursuant to this Agreement are
     reserved to the disclosing Party, (ii) nothing in this
     Agreement shall diminish or restrict in any way the rights
     that each Party has to conduct its business or to disclose
     its own Confidential Information to third parties; and (iii)
     no license or conveyance of any rights relating to the
     Confidential Information is granted or implied by either
     Party to the other.

24.  This Agreement shall continue in effect until the earlier of
     (i) one year from the date hereof, or (ii) termination of
     the Parties' business relationship.  The obligations of
     confidentiality contained herein and the obligations set
     forth in Section 4 herein shall survive and continue for a
     period of two years after expiration or termination the Co-
     Investment Agreement.

25.  Nothing in this Agreement shall obligate either Party to
     disclose any Confidential Information about itself to the
     other Party, and any disclosure of Confidential Information

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     shall be at the disclosing Party's sole discretion.  This
     Agreement does not constitute a commitment or promise by
     either Party to proceed with any transaction.  All
     agreements, representations, warranties, covenants and
     conditions with respect thereto will be set forth in a
     separate written agreement to be negotiated, and if
     agreement can be reached, executed by the Parties.

26.  Upon a disclosing Party's request, the receiving Party shall
     return to the disclosing Party as promptly as practicable,
     but in any event within thirty (30) days, all Confidential
     Information received from the disclosing Party in the
     possession of the receiving Party or its Representatives,
     but may retain one copy of such Confidential Information,
     all notes and documents compiled using the Confidential
     Information and such records as are necessary for securities
     disclosure and tax positions.

27.  This Agreement embodies all of the understandings between
     the Parties hereto concerning the subject matter hereof, and
     merges all prior discussions and writings between them as to
     confidentiality of information other than as expressly
     provided in this Agreement, or as duly set forth subsequent
     to the date hereof in writing and signed by both Parties.
     This Agreement may not be assigned by either Party without
     the prior written consent of the other Party except in
     connection with the sale of all or substantially all of the
     business or assets of the assigning Party.

28.  Without prejudice to the rights and remedies otherwise
     available to the disclosing Party, the disclosing Party will
     be entitled to equitable relief by way of injunction if
     there is a breach or threat of a breach of any of the
     provisions of this Agreement by the receiving Party.  The
     Parties agree and acknowledge that damages would not be an
     adequate remedy in the event of a breach of this Agreement.

29.  In no event shall either Party have liability for any
     consequential, indirect, punitive or other extraordinary
     damages.

30.  This Agreement shall not be governed by the laws of the
     State of Minnesota, excluding its conflict of law rules.

31.  This Agreement may be executed in two or more counterparts,
     each of which shall be deemed to be an original and all of
     which shall constitute one and the same document.

32.  The provisions of this Agreement are severable, and if any
     one or more of such provisions is determined to be
     judicially unenforceable, the remaining provisions shall
     nevertheless be binding and enforceable.

33.  No third party shall become a Party or beneficiary to this
     Agreement, except with the prior written consent of all then-
     existing Parties to this Agreement.

34.  The prevailing party in any dispute or litigation arising in
     connection with this Agreement shall be entitled to recover
     its reasonable attorneys' fees and costs.

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IN WITNESS WHEREOF the Parties have signed this Agreement as of
the date first set forth above.


Addresses:

NRG Generating (U.S.) Inc.         NRG GENERATING (U.S.) INC.
1221 Nicollet Mall
Suite 610                          By: /s/ Robert T. Sherman, Jr.
Minneapolis, MN  55403-2445        Title: President


NRG Energy, Inc.                   NRG ENERGY, INC.
1221 Nicollet Mall
Suite 700                          By: /s/ David H. Peterson
Minneapolis, MN  55403-2445        Title: Chairman, President &
CEO


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