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                                                              Exhibit 10.32



                   LEASED EMPLOYEE AGREEMENT

      This  Agreement is made and entered into on this 30th day  of  April,
1996,  by and between NRG Generating (U.S.) Inc. ("Generating"), a Delaware
corporation, and NRG Energy, Inc. ("Energy"), a Delaware corporation.

                            RECITALS

      1.    Generating needs a qualified executive to temporarily serve  as
its president and chief executive officer.

     2.   Leonard A. Bluhm ("Bluhm") is an executive employee of Energy.

      3.    Generating  and Energy, with Bluhm's concurrence,  desire  that
Energy lease the services of Bluhm to Generating pursuant to the terms  and
conditions of this agreement.

     NOW, THEREFORE, the parties agree as follows:

                                 AGREEMENT

     1.   Agreement to Lease Bluhm.  Energy hereby leases to Generating the
services of Bluhm to serve as the president and chief executive officer  of
Generating  and  its  related entities, and to perform  such  other  duties
commensurate with the position of president and chief executive officer  of
Generating,  as Generating, in its sole discretion, directs  or  authorizes
(collectively referred to herein as the "Work").

      2.    Duration  and  Termination.  This agreement  shall  be  for  an
indefinite  term.   It  will terminate upon the  earliest  of  any  of  the
following events:

          a)   Bluhm's death.

                    b)   As permitted by applicable law, because of Bluhm's
               disability, as determined by a qualified medical provider of
               Generating's  choice, whose opinion it is that Bluhm  cannot
               perform  the  duties  of his position for  a  period  of  90
               consecutive days or longer because of disability.

               c)   Bluhm's completion of the Work.

                    d)   Either Generating or Energy serves written notice
               on the other terminating this agreement.  Such termination
               may be with or without cause.

                    e)   Duties on Termination.  Upon termination of this
               agreement, Energy shall immediately cause Bluhm to
               discontinue his performance of the Work.  Energy shall also
               cause Bluhm to immediately

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                         surrender any and all of Generating's property in
               his possession, including all copies of same.  Any remaining
               portion of the Contract Price due and owing for the lease of
               Bluhm's services up to the date of termination of this
               agreement shall be due and payable thirty (30) days
               thereafter.

     3.   Contract Price and Time of Payment.

                    (a)  Generating will pay to Energy for the leasing of
               Bluhm's services the actual total payroll and benefit cost
               of Bluhm.

                    (b)  Energy will periodically submit to Generating a
               request for payment setting forth the portion of the
               Contract Price then due and owing.  Generating shall pay
               such amount within thirty (30) days of receipt of such
               request.

     4.   Status of Parties.

                    (a)  The status of Energy is that of an independent
               contractor, and not of an agent or employee, of Generating.
               As such, Energy shall have no authority to enter into
               contracts or any other commitments on behalf of Generating.

                    (b)  The status of Bluhm in performing the Work is that
               of an employee of Energy and of an independent contractor of
               Generating.  Energy will be solely responsible for the
               hiring, dismissal, and control of Bluhm.  As such,
               Generating shall have no liability to any individual or
               entity arising from Bluhm's employment by Energy except as
               provided in section 5 below.

                    (c)  Generating and Energy shall not in any manner make
               any representations that an employer/employee relationship
               exists between them or between Generating and Bluhm.  Energy
               shall cause Bluhm to covenant that he shall not in any
               manner make any representations that such employer/employee
               relationships exist.

     5.   Indemnification.

                     (a)   Generating hereby indemnifies and holds harmless
               Energy,  its officers, directors and shareholders  from  and
               against  any and all liabilities, suits, actions, judgments,
               costs,  losses,  damages  or claims  of  whatsoever  nature,
               arising  out of any acts or omissions of Bluhm while  he  is
               acting  on behalf of Generating in performance of  the  Work
               hereunder, including, without limitation, any injuries to or
               deaths of persons or any damage to

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                         property or equipment.  In the event any liability
               of  Generating shall arise by reason of the sole  negligence
               of  Energy  or  Energy  I s employees or  agents,  excluding
               Bluhm,  then  Generating  shall  not  be  liable  under  the
               provisions of this subparagraph (a) of this section five (5)-
               2

                     (b)   Notwithstanding anything herein to the contrary,
               in  the event that liability is incurred as a result of  the
               actions  or inactions of Bluhm while he is acting on  behalf
               of Energy, then Energy hereby indemnities and holds harmless
               Generating, its officers, directors and shareholders against
               any  and  all  suits,  actions,  judgments,  costs,  losses,
               damages  or claims of whatsoever nature arising  out  of  or
               related  to  such  actions or inaction of Bluhm,  including,
               without limitation, any injuries to or deaths of persons  or
               any damage to property or equipment.

                     (c)   In  case  any  claim, demand,  action,  suit  or
               proceeding  shall be made, asserted or brought  against  any
               party  entitled  to indemnity under this  section  five  (5)
               ("Indemnified Party") , such Indemnified Party shall  notify
               the party obligated to indemnify under this section five (5)
               ("Indemnifying  Party")  in  writing  of  the   commencement
               thereof within fifteen (15) days, and the Indemnifying Party
               shall  be  entitled,  at  its expense  and  through  counsel
               reasonably   acceptable  to  such  Indemnified   Party,   to
               participate  in  and,  to the extent that  the  Indemnifying
               Party  desires,  to assume and control the defense  thereof;
               provided, however, that the Indemnifying Party shall not  be
               entitled  to  assume  and control the defense  of  any  such
               claim,  demand, action, suit or proceeding, if  and  to  the
               extent  that, in the reasonable opinion of such  Indemnified
               Party,   such  action,  suit  or  proceeding  involves   the
               potential   imposition  of  criminal   liability   on   such
               Indemnified  Party  or a conflict of interest  between  such
               Indemnified Party and the Indemnifying Party; and  provided,
               further, that the Indemnifying Party shall not agree to  any
               settlement or compromise with respect to such claim, demand,
               action,  suit  or  proceeding  unless  such  settlement   or
               compromise  is concluded without expense to the  Indemnified
               Party  and  includes a full release from  liability  of  the
               Indemnified Party from such claim, demand, action,  suit  or
               proceeding, and all related claims, liabilities  and  causes
               of  action.   The Indemnified Party shall have no  liability
               under  this subsection (c) of section five (5) with  respect
               to  any claim, demand, action, suit or proceeding for  which
               the  required 15 day notice is not provided, to  the  extent
               that  the  failure  to  give  such  notice  prejudices   the
               Indemnifying Party.  The

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                          Indemnified  Party shall supply the  Indemnifying
               Party with such information and documents requested by  such
               Indemnifying  Party as are necessary or advisable  for  such
               Indemnifying  Party  to participate in the  defense  of  any
               claim,  demand,  action, suit or proceeding  to  the  extent
               permitted  by  this section five (5).  No Indemnified  Party
               shall  enter  into any settlement or other  compromise  with
               respect   to  any  such  claim,  demand,  action,  suit   or
               proceeding  without  the  prior  written  consent   of   the
               Indemnifying  Party, which consent shall not be unreasonably
               withheld, unless such Indemnified Party waives its right  to
               indemnification therefor.  Notwithstanding anything  to  the
               contrary contained in this section five (5), with respect to
               any claim, demand, action, suit or proceeding the defense of
               which  an  Indemnifying Party shall  have  assumed,  if  any
               Indemnified Party determines that such Indemnifying Party is
               not  conducting  such defense in a diligent  and  reasonable
               manner,  such Indemnified Party may assume and control  such
               defense  at the cost and expense of the Indemnifying  Party;
               provided, however, that in the event such Indemnified  Party
               assumes such defense:

                                     (1)    such  Indemnified  Party  shall
                    conduct  such  defense  in  a diligent  and  reasonable
                    manner  with a view to incurring only such expenses  as
                    are  reasonable in light of the claim, demand,  action,
                    suit or proceeding;

                         (2)  such Indemnified Party shall advise the
     Indemnifying Party of all settlement offers received in respect
     thereof; and
     

                         (3)  such Indemnified Party shall agree in writing
     that the Indemnifying Party shall not have liability in respect of the
     related claim, demand, action, suit or proceeding in excess of the
     amount of any settlement offer (which settlement offer shall include a
     full release from liability of the Indemnified Party from the claim,
     demand, action, suit or proceeding and all related claims, liabilities
     and causes of action) proposed to such Indemnified Party or to the
     Indemnifying Party, which the Indemnifying Party shall have offered to
     fund.
     

      6.   Duties as Employer.  As Bluhm's employer, Energy shall be solely
responsible  for  all  expenses,  costs, liabilities,  assessments,  taxes,
insurance,  and  other  obligations arising  from  and  incidental  to  its
employment of Bluhm.  This includes, without limitation, payment of Bluhm's
wages,  benefits,  and payroll and other employment-related  taxes.   Bluhm
shall be covered under any

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of Energy's liability and workers compensation insurance policies as Energy
obtains  in connection with its employment of employees similarly  situated
to Bluhm or as required by applicable law.

     7.   Proprietary Information.  As a material condition of the lease of
Bluhm's services hereunder, Energy shall cause Bluhm to execute any and all
appropriate    agreements   with   Generating   for   protecting    against
misappropriation  or  unauthorized disclosure of Generating's  intellectual
property, and its confidential information and other trade secrets.  Energy
will  not  employ  Bluhm in any capacity which causes or  requires  him  to
disclose such material except as necessary for him to perform the Work.  In
the  course  of  leasing Bluhm's services hereunder, Generating  shall  not
cause  or  require him to disclose or misappropriate in any manner Energy's
intellectual property, or confidential information and other trade secrets.
In  the  event either Energy or Generating intentionally or unintentionally
comes  into  possession  of  any  of  the  other's  foregoing  property  or
information, it shall immediately surrender the originals and all copies of
same.

     8.   Miscellaneous.

          (a)  Each signatory hereto represents and warrants that he/she
          has the requisite legal and corporate authority to enter into
          this agreement on behalf of the party he/she represents, and that
          any necessary corporate action for the execution and performance
          of the obligations hereunder has been taken.
          
          
          

          (b)  Neither party may assign this agreement or any rights,
          duties, obligations, or covenants herein without the prior
          written consent of the other.  Any purported assignment without
          such consent shall have no force or effect.
          
          
          

          (c)  Failure by either party hereto on any occasion to enforce
          and require the strict keeping and performance of any of the
          terms and conditions of this agreement shall not constitute a
          waiver of any such terms and conditions at any future time and
          shall not prevent such party from insisting on the strict keeping
          and performance of such terms and conditions at any time.
          
          
          

          (d)  The provisions of sections 4, 5 and 7 of this agreement
          shall survive its termination and remain in full force and
          effect.
          
          
          

          (e)  The unenforceability or invalidity of any provision of this
          agreement shall not affect the validity or enforceability of the
          remaining provisions hereof.
          
          
          

                    (f)  This agreement and its terms shall be

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                         governed by, construed, and enforced in accordance
               with the laws of the State of Delaware.

               (g)  Any modification of this agreement shall be binding
               only if evidenced in a writing signed by each party through
               its authorized representative.
               
               
               
               
               (h)  This agreement constitutes the entire agreement between
               Generating and Energy concerning the leasing of Bluhm's
               services for the performance of the Work.  Any prior
               agreements or understandings of any kind or nature
               whatsoever preceding the effective date of this agreement
               shall not be binding on either party except as incorporated
               herein.
               
               
               

      IN WITNESS WHEREOF, the parties have each caused this agreement to be
executed by their duly authorized representatives below.

     Date: 10-25-96                NRG Energy, Inc.


By:/s/ David H. Peterson
                                   Its:   President

     Date: 10-25-96                NRG Generating (U.S.), Inc.

                                   By:/s/ Leonard Bluhm
                                   Its:   President & CEO

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STATE OF MINNESOTA  )

COUNTY OF Hennepin)


On October 25, 1996 before me, Karen A. Brennan,  a Notary Public in and

for said State, personally appeared Leonard A. Bluhm personally known to me

(or proved to me on the basis of satisfactory evidence) to be the person

whose name is subscribed to the within instrument and acknowledged to me

that he executed the same in his authorized capacity, and that by his

signature on the instrument the person, or the entity upon behalf of which

the person acted, executed the instrument.


WITNESS my hand and official seal.



Signature  /s/ Karen A. Brennan