<PAGE>
                                      
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                                      
                           Washington, D.C. 20549
                                      
                                  FORM 10-Q
                                 ___________
                                      
                                 (Mark one)
   
    X   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF   THE
        SECURITIES  EXCHANGE ACT OF 1934 FOR THE QUARTERLY  PERIOD  ENDED
        JUNE 30, 1997
   
                                     OR
                                      
    _   TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE ACT OF 1934 FOR THE TRANSITION  PERIOD  FROM
        TO
   
        Commission File Number 1-9208
   
                         NRG GENERATING (U.S.) INC.
             (Exact name of Registrant as Specified in Charter)
                                      
                  Delaware                          59-2076187
        (State or other jurisdiction             (I.R.S. Employer
              of incorporation)                 Identification No.)
                                 ___________
                                      
                        1221 Nicollet Mall, Suite 610
                      Minneapolis, Minnesota 55403-2445
             (Address of principal executive offices) (Zip Code)
                                      
     Registrant's telephone number, including area code: (612) 373-8834
                                      
     Indicate  by  check mark whether the registrant: (1) has  filed  all
   reports  required to be filed by Section 13 or 15(d) of the Securities
   Exchange  Act  of  1934 during the preceding 12 months  (or  for  such
   shorter  period  that  the  registrant  was  required  to  file   such
   reports),  and  (2) has been subject to such filing  requirements  for
   the past 90 days.    X    Yes           No
   
        APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                      DURING THE PRECEDING FIVE YEARS:
                                      
     Indicate  by  check  mark  whether  the  registrant  has  filed  all
   documents  and  reports required to be filed by  Sections  12,  13  or
   15(d)  of  the  Securities  Exchange Act of  1934  subsequent  to  the
   distribution  of  securities  under  a  plan  confirmed  by  a  court.
       X    Yes                 No
   
                    APPLICABLE ONLY TO CORPORATE ISSUERS:
                                      
     Indicate  the number of shares outstanding of each of  the  issuer's
   classes  of common stock as of the latest practicable date:  6,440,514
   shares  of  Common Stock, $0.01 par value per share, as of  August  8,
   1997.

<PAGE>

                         NRG GENERATING (U.S.) INC.
                                  FORM 10-Q
                                June 30, 1997
                                      
                                    INDEX
                                      
                                      
                                                                     Page
Part I - Financial Information:

 Item 1.    Financial Statements.......................................2

            Consolidated Balance Sheets -
             June 30, 1997 and December 31, 1996.......................2
            Consolidated Statements of Operations -
             Three months and six months ended
             June 30, 1997 and June 30, 1996...........................3
            Consolidated Statements of Cash Flows -
             Six months ended June 30, 1997 and June 30, 1996..........4
            Notes to Consolidated Financial Statements.................5

 Item 2.    Management's Discussion and Analysis of Financial
            Condition and Results of Operations........................7


Part II -   Other Information

 Item 1.    Legal Proceedings.........................................14

 Item 4.    Submission of Matters to a Vote of Security Holders.......14

 Item 6.    Exhibits and Reports on Form 8-K..........................16

 Signature............................................................17

 Index to Exhibits....................................................18
                                      
                                   1

<PAGE>
                                      
                                   PART 1

                            FINANCIAL INFORMATION
                                      
   Item 1.  FINANCIAL STATEMENTS

                         NRG GENERATING (U.S.) INC.
                         CONSOLIDATED BALANCE SHEETS
                           (Dollars in thousands)
                                      
<TABLE>
<CAPTION>
                                      
                                   ASSETS
                                                                 June 30,    December 31,
                                                                   1997          1996
                                                               (Unaudited)         
<S>                                                             <C>         <C>
Current assets:
  Cash and cash equivalents.................................... $   2,177   $     3,187
  Restricted cash and cash equivalents.........................     9,332         8,174
  Accounts receivable, net.....................................    10,714        11,920
  Receivables from related parties.............................        64           186
  Notes receivable, current....................................        80         1,119
  Inventories..................................................     2,998         2,897
  Other current assets.........................................       944           992
    Total current assets.......................................    26,309        28,475
                                                                         
Property, plant and equipment, net.............................   129,849       132,203
Equipment held for sale........................................     1,648         2,628
Project development costs......................................       366           346
Notes receivable, noncurrent...................................         -            83
Investments in equity affiliates...............................     4,760         3,653
Deferred financing costs, net..................................     5,328         5,530
Other assets...................................................       667           706
    Total assets............................................... $ 168,927   $   173,624

</TABLE>

<TABLE>
<CAPTION>
                    LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                             <C>         <C>
Current liabilities:                                                        
  Accounts payable............................................. $   3,794   $     6,131
  Accounts payable and accrued interest due NRG Energy, Inc....     1,002         1,256
  Current portion of long-term debt............................    10,563        10,820
  Accrued interest payable.....................................       267         1,104
  Prepetition liabilities......................................       538         1,433
  Short-term borrowings........................................     1,961         2,388
  Other current liabilities....................................     3,342         2,852
    Total current liabilities..................................    21,467        25,984
                                                                              
Loans due NRG Energy, Inc., net of current portion.............    15,488        14,388
Long-term debt, net of current portion.........................   144,545       150,311
Deferred income taxes..........................................    13,404        13,404
Other noncurrent liabilities...................................         -            50
    Total liabilities..........................................   194,904       204,137
                                                                      
Stockholders' equity:                                                                           
  Preferred stock, par value $.01, 20,000,000 shares                                            
    authorized; none issued or outstanding.....................         -             -
  New common stock, par value $.01, 50,000,000 shares                     
    authorized, 6,474,814 shares issued, 6,440,514 shares                  
    outstanding as of June 30, 1997 and                         
    December 31, 1996, respectively............................        64            64
  Additional paid-in capital...................................    62,719        62,719
  Accumulated deficit..........................................   (88,386)      (92,944)
  Other........................................................      (374)         (352)
    Total stockholders' equity (deficit).......................   (25,977)      (30,513)
    Total liabilities and stockholders' equity (deficit)....... $ 168,927   $   173,624

</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.
                                      
                                   2
<PAGE>
                                      
                         NRG GENERATING (U.S.) INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
              (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                            Three Months Ended       Six Months Ended
                                            June 30,   June 30,    June 30,   June 30,
                                              1997       1996        1997       1996
<S>                                       <C>        <C>         <C>        <C>
REVENUES:                                                                      
 Energy................................   $    9,002 $   11,491  $   21,393 $   30,624
 Equipment sales and services..........        4,586      6,660       9,192     13,025
 Rental revenues.......................          467        489         927        875
 Development fees and other............            -        450           -      1,122
                                                                                      
                                              14,055     19,090      31,512     45,646
                                                                                      
COST OF REVENUES:                                                                     
 Cost of energy........................        4,072      8,218       7,232     24,312
 Cost of equipment sales and services..        3,662      5,842       7,561     11,392
 Cost of rental revenues...............          440        422         823        751
 Cost of development fees and other....            -        431           -      1,049
                                                                                      
                                               8,174     14,913      15,616     37,504
                                                                                      
   Gross profit........................        5,881      4,177      15,896      8,142
                                                                                      
 Selling, general and                                                                 
  administrative expenses..............        1,663      6,075       3,916      8,481
                                                                                      
   Income (loss) from operations.......        4,218     (1,898)     11,980       (339)
                                                                                      
 Interest and other income.............          231       (215)        432      1,010
 Reorganization costs..................            -     (4,983)          -     (8,251)
 Interest and debt expense.............       (3,794)    (5,119)     (7,331)    (9,547)
                                                                                      
   Income (loss) before income taxes...          655    (12,215)      5,081    (17,127)
                                                                                      
Provision for income taxes (benefit)...          184       (504)        523       (489)
                                                                                      
   Net income (loss)...................   $      471 $  (11,711)  $   4,558 $  (16,638)
                                                                               
Net income (loss) per share............   $     0.07 $    (2.12)  $    0.69 $    (3.61)
                                                                                      
                                                                                      
Weighted average shares outstanding....        6,645      5,519       6,634      4,615



The accompanying notes are an integral part of these consolidated financial
statements.

                                   3

<PAGE>
                                      
                         NRG GENERATING (U.S.) INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                           (Dollars in thousands)
                                      

</TABLE>
<TABLE>
<CAPTION>
                                                                     Six Months Ended       
                                                                   June 30,     June 30,
                                                                     1997         1996
<S>                                                               <C>         <C>
Cash Flows from Operating Activities:                                         
 Net income (loss)..............................................  $  4,558    $ (16,638)
 Adjustments to reconcile net income (loss) to net                            
   cash provided by (used in) operating activities:                           
     Depreciation and amortization..............................     3,572        4,055
     Amortization of debt discount and deferred financing costs.       202        1,261
     Deferred tax benefit.......................................         -         (904)
     Project development costs expensed.........................         -          180
     Bankruptcy fees accrued....................................         -       (1,899)
     Loss on disposition of property and equipment..............       491            -
     Other, net.................................................       (81)      (3,471)
     Changes in operating assets and liabilities:                             
       Accounts receivable, net.................................     1,183        4,861
       Inventories..............................................      (121)         748
       Receivables from related parties.........................       121          601
       Other assets.............................................        23            -
       Accounts payable and other current liabilities...........    (2,067)         399
       Accrued interest payable.................................      (837)      (3,947)
                                                            
         Net cash provided by (used in) operating activities....     7,044      (14,754)
                                                                              
Cash Flows from Investing Activities:                                         
 Capital expenditures...........................................    (1,277)           -
 Proceeds from disposition of property and equipment............       600            -
 Investment in equity affiliates................................    (1,100)           -
 Proceeds from sale of subsidiaries.............................         -        7,500
 Project development costs......................................       (15)      (1,718)
 Collections on notes receivable................................     1,122          790
 Deposits into restricted cash accounts, net....................    (1,158)      (5,151)
 Other, net.....................................................         -          260
                                                                              
         Net cash (used in) provided by investing activities....    (1,828)       1,681
                                                                              
Cash Flows from Financing Activities:                                         
 Proceeds from NRG Energy, Inc. loans...........................     1,100      125,078
 Proceeds from long-term debt...................................         -       60,226
 Repayments of NRG Energy, Inc. loans...........................         -      (26,398)
 Repayments of long-term debt...................................    (6,016)     (85,319)
 NRG capital contribution.......................................         -       21,178
 Net repayments of short-term borrowings........................      (415)         (29)
 Payments on prepetition liabilities............................      (895)     (70,180)
 Deferred financing costs.......................................         -       (4,579)
 Redemption of preferred shares.................................         -       (4,957)
 Preferred dividends paid.......................................         -          (57)
                                                                              
         Net cash (used in) provided by financing activities....    (6,226)      14,963
                                                                              
Net (decrease) increase in cash and cash equivalents............    (1,010)       1,890
Cash and cash equivalents, beginning of period..................     3,187        3,132
Cash and cash equivalents, end of period........................  $  2,177    $   5,022
</TABLE>

<TABLE>
<CAPTION>

<S>                                                               <C>         <C>
Supplemental disclosure of cash flow information:
  Interest paid during the period...............................  $  8,040    $   9,547
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
                                      
                                   4

<PAGE>
                                      
                         NRG GENERATING (U.S.) INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                JUNE 30, 1997
                           (Dollars in thousands)
                                      
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    NRG  Generating  (U.S.)  Inc. ("NRGG" or the  "Company")  and  its
subsidiaries  develop  and  own cogeneration  projects  which  produce
electricity  and thermal energy for sale to industrial and  commercial
users  and  public utilities.  In addition, the Company,  through  its
subsidiaries,  sells  and  rents power  generation,  cogeneration  and
standby/peak shaving equipment and services.

    Basis of Presentation

    The consolidated financial statements include the accounts of  all
majority-owned   subsidiaries  of  the   Company.    All   significant
intercompany   investments,  accounts  and  transactions   have   been
eliminated.  The investments in and the operating results of companies
in  which the Company has an ownership of 50% or less are included  in
the  financial  statements  on  the basis  of  the  equity  method  of
accounting.

    The  accompanying unaudited consolidated financial statements  and
notes should be read in conjunction with the Company's Report on  Form
10-K  for the fiscal year ended December 31, 1996.  In the opinion  of
management,   the  consolidated  financial  statements   reflect   all
adjustments  necessary for a fair presentation of the interim  periods
presented.  Results of operations for an interim period may not give a
true indication of results for the year.

    Net Income (Loss) Per Share

    Net  income (loss) per share is calculated by dividing net  income
(loss)  by  the weighted average number of shares of common stock  and
common stock equivalents outstanding during each period.  Common stock
equivalents  result from dilutive stock options and restricted  stocks
computed using the treasury stock method.

    In  March  1997, the Financial Accounting Standards  Board  issued
Statement No. 128, "Earnings Per Share" ("FAS No. 128").  FAS No.  128
applies  to  entities  with publicly held common  stock  or  potential
common  stock  and  is effective for financial statements  issued  for
periods  ending  after  December 15, 1997.   Under  FAS  No.  128  the
presentation  of  primary  earnings  per  share  is  replaced  with  a
presentation  of basic earnings per share.  FAS No. 128 requires  dual
presentation of basic and diluted earnings per share for entities with
complex  capital  structures.  Basic earnings per  share  includes  no
dilution  and  is computed by dividing net income (loss) available  to
common  stockholders by the weighted average number of  common  shares
outstanding  for the period.  Diluted earnings per share reflects  the
potential  dilution of securities that could share in the earnings  of
an  entity,  similar to fully diluted earnings per share.   Management
believes  the adoption of FAS No. 128 will not have a material  effect
on the financial statements.

                                   5

<PAGE>
                                      
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                JUNE 30, 1997
                           (Dollars in thousands)

2. LOANS DUE NRG ENERGY, INC.

   The loan balance due to NRG Energy, Inc. ("NRG Energy") on June 30,
1997  is  $15,488.   Of this balance, $14,388 has a maturity  date  of
April  30, 2001 and $1,100 has a maturity date of June 30, 2005.   The
$1,100 amount was borrowed under a $10,000 loan agreement between NRGG
(Schuylkill) Cogeneration, Inc. ("NSC"), a wholly-owned subsidiary  of
the Company, and NRG Energy.  This loan agreement provides funding for
the   NSC   capital  contribution  obligation  to  the   Grays   Ferry
Cogeneration Partnership, for the purpose of developing, constructing,
owning,  maintaining and operating a 150 megawatt ("MW")  natural  gas
and  oil  fired cogeneration facility to produce steam and electricity
in Philadelphia.

3. PROVISION FOR INCOME TAXES

   No  provision for  federal income taxes has been recorded since the
Company  has net federal operating loss carryforwards which  have  not
been recognized in prior periods.

                                   6

<PAGE>

Item 2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION
          AND RESULTS OF OPERATIONS

    The  information contained in this Item 2 updates, and  should  be
read  in conjunction with, the information set forth in Part II,  Item
7,  of  the  Company's Report on Form 10-K for the fiscal  year  ended
December  31, 1996.  Capitalized terms used in this Item 2  which  are
not  defined  herein have the meaning ascribed to such  terms  in  the
Notes to the Company's financial statements included in Part I, Item 1
of  this  Report on Form 10-Q.  All dollar amounts set forth  in  this
Item 2 are in thousands.

General

    NRG Generating (U.S.) Inc. is engaged primarily in the business of
developing,  owning and operating cogeneration projects which  produce
electricity and thermal energy for sale under long-term contracts with
industrial and commercial users and public utilities.  In addition  to
its  energy business, the Company sells and rents power generation and
cogeneration  equipment through subsidiaries  located  in  the  United
States and the United Kingdom.

    In  its  role  as  a developer and owner of energy  projects,  the
Company has developed the following projects in which it currently has
an ownership interest:

     (a)  The  52   megawatt  ("MW")  Newark  Boxboard   Project  (the
          "Newark  Project"),  located in Newark,  New  Jersey,  began
          operations  in  November 1990 and is owned by the  Company's
          wholly-owned subsidiary NRG Generating (Newark) Cogeneration
          Inc. ("Newark");

     (b)  The  122  MW  E.I.  du  Pont  Parlin  Project  (the  "Parlin
          Project"),  located in Parlin, New Jersey, began  operations
          in  June  1991  and  is owned by the Company's  wholly-owned
          subsidiary   NRG   Generating  (Parlin)  Cogeneration   Inc.
          ("Parlin"); and

     (c)  The   22  MW   Philadelphia   Cogeneration    Project   (the
          "Philadelphia    Project"),   located    in    Philadelphia,
          Pennsylvania, began operations in May 1993.

    The  Company  also owns a one-third interest in  the  Grays  Ferry
Cogeneration Partnership (the "Grays Ferry Partnership") which owns  a
150  MW  cogeneration project (the "Grays Ferry Project"), located  in
Philadelphia,  Pennsylvania.  The Grays  Ferry  Project  is  currently
under  construction  with commercial operation currently  expected  to
occur  in  December 1997.  The Company also is currently evaluating  a
number  of prospective projects for the purpose of determining whether
to make an investment.

    The  Company's  power purchase agreements ("PPAs") with  utilities
have  typically  contained,  and may  in  the  future  contain,  price
provisions  which  in  part  are linked  to  the  utilities'  cost  of
generating  electricity.   In  addition,  the  Company's  fuel  supply
prices, with respect to future projects, may be fixed in some cases or
may  be  linked to fluctuations in energy prices.  These circumstances
can  result  in  high volatility in gross profit margins  and  reduced
operating income, either of which could have a material adverse effect
on the Company's

                                   7

<PAGE>

financial  position  or results of operations.   Effective  April  30,
1996, the Company renegotiated its PPAs with Jersey Central Power  and
Light  Company ("JCP&L"), the primary electricity purchaser  from  its
Newark  and  Parlin  Projects.   Under  the  amended  PPAs,  JCP&L  is
responsible  for all fuel supply and delivery.  Under the  prior  PPAs
the  Company  was responsible for such costs which were  reflected  in
energy  revenues and costs.  The Company believes that this change  in
the  PPAs  will reduce volatility in gross margins by eliminating  the
Company's  exposure  to  fluctuations in the  price  of  natural  gas.
Although  energy revenues as well as the cost of energy revenues  will
decline  under  the  amended PPAs, the Company  does  not  expect  the
changes  made  to the PPAs to have a material impact on its  operating
gross margins over time.  However, there can be no assurance that  any
of  the  foregoing steps will improve or maintain gross profit margins
in the future.

    Both  the Newark and Parlin Projects were previously certified  as
qualifying   facilities  ("QFs")  by  the  Federal  Energy  Regulatory
Commission  ("FERC") under the Public Utility Regulatory Policies  Act
of  1978 ("PURPA").  The effect of QF status is generally to exempt  a
project's  owners from relevant provisions of the Federal  Power  Act,
the  Public Utility Holding Company Act of 1935 ("PUHCA"),  and  state
utility-type regulation.  However, as permitted under the terms of its
renegotiated  PPAs, Parlin has chosen to file rates  with  FERC  as  a
public utility under the Federal Power Act.  The effect of this filing
was  to relinquish the Parlin Project's claim to QF status.  The  FERC
approved  Parlin's rates effective April 30, 1996 and  has  determined
Parlin to be an exempt wholesale generator ("EWG").  As an EWG, Parlin
is  exempt from PUHCA, and the ownership of Parlin by the Company does
not  subject  the Company to regulation under PUHCA.   Finally,  as  a
seller  of  power  exclusively at wholesale, Parlin is  not  generally
subject  to  state  regulation and, in any case, the Company  believes
that Parlin complies with all applicable requirements of state utility
law.

    In  addition to the energy business, the Company sells  and  rents
power  generation  and  cogeneration equipment  and  provides  related
services.   The  Company  operates its equipment  sales,  rentals  and
services business principally through two subsidiaries.  In the United
States,  the  equipment sales, rentals and services business  operates
under  the  name  of  O'Brien Energy Services  Company  ("OES").   NRG
Generating Limited, a wholly-owned United Kingdom subsidiary,  is  the
holding  company  for  a number of subsidiaries that  operate  in  the
United Kingdom under the common name of Puma ("Puma").

Revenues

    Energy  revenues  for the second quarter 1997 of $9,002  decreased
from  revenues of $11,491 for the comparable period in  1996.   Energy
revenues  for  the first six months of 1997 of $21,393 decreased  from
$30,624  for the comparable period in 1996.  Energy revenues primarily
reflect  billings associated with the Parlin and Newark  Projects  and
the Company's Philadelphia Water Department standby project.  The 1996
periods presented also included revenues associated with landfill  gas
operations,  which the Company sold April 30, 1996.  The  decrease  in
energy  revenues in the quarter and six months ended June 30, 1997  as
compared  to  the same periods one year ago was primarily attributable
to the amended PPAs affecting both Parlin and Newark.

                                   8

<PAGE>

    Revenues recognized at Parlin and Newark were  $4,317  and  $3,615
for the second  quarter  1997 and $5,825 and $4,559 for the comparable
period in 1996, respectively. Revenues recognized at Parlin and Newark
were  $10,606 and $8,709 for the first six months of 1997 and  $16,032
and  $12,345  for  the comparable period in 1996,  respectively.   The
decrease was primarily due to the amended PPAs.

    Energy  revenues from the Company's Philadelphia Water  Department
standby  facility  project  for  the second  quarter  1997  of  $1,070
increased from revenues of $1,041 for the comparable period  in  1996.
Energy revenues from this project for the first six months of 1997  of
$2,078 increased from the $2,031 of revenues for the comparable period
in  1996.    Energy revenues from the Company's landfill gas  projects
for  the  second quarter and first four months of 1996  were  $66  and
$216, respectively.  On April 30, 1996, the landfill gas projects were
sold to NRG Energy.

    Equipment sales and services revenues for the second quarter  1997
of  $4,586 decreased from revenues of $6,660 for the comparable period
in  1996.   Equipment sales and services revenues for  the  first  six
months  of  1997 of $9,192 decreased from the $13,025 of revenues  for
the  comparable period in 1996.  The revenue decrease in  the  quarter
and  six month periods ended June 30, 1997 from the comparable periods
one  year  ago was primarily attributable to the sale of the Company's
American Hydrotherm business in December 1996.

    OES  equipment sales and services revenues for the second  quarter
1997 of $1,440 increased from revenues of $1,059 for the quarter ended
June  30,  1996.   OES equipment sales and services revenues  for  the
first  six  months  of 1997 of $2,728 increased  from  the  $2,069  of
revenues  in  the  six months ended June 30, 1996.  The  increase  was
primarily  due  to  higher  sales volume.  As  noted  above,  American
Hydrotherm,  which had revenues of $2,065 and $3,538 for  the  quarter
and six months ended June 30, 1996, respectively, was sold in December
1996.   Puma  equipment  sales and services revenues  for  the  second
quarter  1997  of  $3,146 decreased from revenues of  $3,536  for  the
quarter  ended  June  30,  1996.  Puma equipment  sales  and  services
revenues for the first six months of 1997 of $6,464 decreased from the
$7,418  of  revenues  in  the six months ended  June  30,  1996.   The
decrease  was  primarily  due  to the unfavorable  impact  of  foreign
currency rates in some of its Asian markets.

    Rental revenues for the second quarter 1997 of $467 decreased from
revenues of $489 for the quarter ended June 30, 1996.  Rental revenues
for  the  first six months of 1997 of $927 increased from the $875  of
revenues  in  the six months ended June 30, 1996.  The  deviation  for
each  comparable  period was due primarily to  fluctuations  in  sales
volume.

    There  were no development fees and other revenues for the  second
quarter  and first six months of 1997 compared to $450 and $1,122  for
the  comparable  periods  of  1996, respectively.   The  decrease  was
primarily attributable to the Company's assignment of contract  rights
for  the  sale of gas to the Artesia Cogeneration partnership.   These
contract  rights  were assigned in January 1997 to NRG  Energy   in  a
transaction  that  was approved by the Independent  Committee  of  the
Board of Directors.

                                   9

<PAGE>

Costs and Expenses

    Cost  of  energy revenues for the second quarter  1997  of  $4,072
decreased  from  costs of $8,218 for the quarter ended June 30,  1996.
Cost  of  energy revenues for the first six months of 1997  of  $7,232
decreased from the $24,312 of costs in the  six months ended June  30,
1996.   The decreases were primarily the result of the amended PPAs in
which  JCP&L began assuming the cost of fuel for the Parlin and Newark
facilities.

    Cost of equipment sales and services for the  second quarter  1997 
of $3,662 decreased from costs of $5,842 for the quarter ended June 30,
1996.   Cost of equipment sales and services for the first six  months
of  1997  of  $7,561 decreased from the $11,392 of costs  in  the  six
months ended June 30, 1996.  The decreases were primarily due to lower
costs from the Puma operations and the sale of American Hydrotherm.

    Cost  of  rental  revenues for the second  quarter  1997  of  $440
increased  from   costs of $422 for the quarter ended June  30,  1996.
Cost  of  rental  revenues for the first six months of  1997  of  $823
increased  from  the $751 of costs in the six months  ended  June  30,
1996.   The deviation for each comparable period was due primarily  to
fluctuations in sales volume.

    There  were no cost of development fees and other for  the  second
quarter  and first six months of 1997 compared to $431 and $1,049  for
the  comparable  periods  of  1996, respectively.   The  decrease  was
primarily attributable to the Company's assignment of contract  rights
for the sale of gas to the Artesia Cogeneration partnership.

    The  Company's gross profit for the second quarter 1997 of  $5,881
(41.8% of sales) increased from the quarter ended June 30, 1996  gross
profit  of  $4,177 (21.9% of sales).  Gross profit for the  first  six
months of 1997 of $15,896 (50.4% of sales) increased from gross profit
of  $8,142  (17.8% of sales) for the six months ended June  30,  1996.
The gross profit increases were primarily attributable to results from
the   energy  segment,  including  particularly  fluctuations  in  the
recovery  of fuel costs through energy revenues under the  Parlin  and
Newark Project PPAs in effect until April 30, 1996.

Selling, General and Administrative Expenses

    Selling,  general  and administrative expenses  ("SG&A")  for  the
second  quarter 1997 of $1,663 decreased from the quarter  ended  June
30,  1996  SG&A expenses of $6,075.  SG&A for the first six months  of
1997  of $3,916 decreased from SG&A of $8,481 for the six months ended
June  30,  1996.  The reductions were primarily due to a  $3,100  cost
incurred  in the quarter ended June 30, 1996 to terminate the interest
rate  swap  agreement  in connection with the  refinancing  of  Parlin
nonrecourse  project debt.  Fiscal 1997 SG&A expenses  benefited  from
lower payroll costs and related tax costs as well as reduced insurance
expenses and legal fees.

                                   10

<PAGE>

Interest and Other Income

    Interest  and  other income for the second quarter  1997  of  $231
increased  from  interest and other income of $(215) for  the  quarter
ended  June  30, 1996.  Interest and other income for  the  first  six
months  of  1997 of $432 decreased from interest and other  income  of
$1,010  for the six months ended June 30, 1996.  The increase for  the
comparable quarters was primarily due to the net costs associated with
the  landfill gas projects sold to NRG Energy on April 30, 1996.   The
decrease   for   the  comparable  six  month  periods  was   primarily
attributable to a one time gain of $1,000 in the quarter  ended  March
31,  1996  for the admission of a third partner into the  Grays  Ferry
Partnership offset in part by the net costs associated with  the  sale
of the landfill gas projects.

    During  the first quarter 1997 the Company recognized a gain  from
the  sale of its interest in a development project in Pakistan.   This
gain was offset by a loss on the sale of unused equipment.

Reorganization Costs

    Reorganization costs represent all costs incurred after filing for
bankruptcy   that   relates  to  the  Company's   reorganization   and
restructuring efforts.  Reorganization costs for the quarter  and  six
months  ended  June  30,  1996 were $4,983 and  $8,251,  respectively.
These costs consist primarily of professional and administrative  fees
and expenses.

Interest and Debt Expense

    Interest  and debt expense for the second quarter 1997  of  $3,794
decreased  from  second  quarter 1996 interest  and  debt  expense  of
$5,119.  Interest and debt expense for the first six months of 1997 of
$7,331 decreased from interest and debt expense of $9,547 for the  six
months ended June 30, 1996.  The decreases were due primarily to post-
petition  interest on prepetition liabilities included in the  quarter
and  six  month periods ended June 30, 1996.  In addition, the average
interest  rate  was lower in the quarter and six month  periods  ended
June  30, 1997 than in the comparable periods one year ago due to  the
refinancing of the Newark and Parlin Projects.

Income Taxes

    The provision  for  income  taxes for  the  quarter and six months
Ended  June  30, 1997  relates  primarily  to  state  income  taxes on
earnings of the Company's subsidiaries.

Net Income (Loss) Per Share

    Net  income (loss) per share is calculated by dividing net  income
(loss) by the weighted average shares of common stock and common stock
equivalents outstanding.  Fully dilutive net income (loss)  per  share
is  not  presented because conversion of any common stock  equivalents
does not have a material dilutive effect on reported net income (loss)
per  share.  Weighted average shares increased for the quarter and six
month periods ended June 30, 1997 from the comparable periods one year
ago

                                   11

<PAGE>

primarily due to the purchase of 2,710,357 common shares by NRG Energy
on April 30, 1996.

Liquidity and Capital Resources

    In  May  1996, the Company's wholly-owned subsidiaries Newark  and
Parlin entered into a Credit Agreement (the "Credit Agreement")  which
established  provisions  for a $155,000 fifteen-year  loan  (of  which
$147,250 was outstanding at June 30, 1997) and a $5,000 five-year debt
service  reserve line of credit.  The interest rate on the outstanding
principal  is variable based on, at the option of Newark  and  Parlin,
LIBOR  plus  a  1.125% margin or a defined base  rate  plus  a  0.375%
margin, with nominal margin increases in the sixth and eleventh  year.
Concurrent  with the Credit Agreement, Newark and Parlin entered  into
an  interest rate swap agreement with respect to 50% of the  principal
amount  outstanding  under the Credit Agreement.  This  interest  rate
swap  agreement  fixes the interest rate on the  50%  portion  of  the
principal amount outstanding at 6.9% plus the margin.

    NRGG  Schuylkill  Cogeneration, Inc. (formerly  known  as  O'Brien
(Schuylkill) Cogeneration, Inc.) ("NSC"), a wholly-owned subsidiary of
the  Company, owns a one-third partnership interest in the Grays Ferry
Project  currently under construction.  In March 1996, the partnership
entered  into  a credit agreement with Chase Manhattan  Bank  N.A.  to
finance  the  project.   The credit agreement obligates  each  of  the
project's three partners to make a $10,000 capital contribution  prior
to  the commercial operation of the facility, which is anticipated  to
occur by the end of 1997.

   NRG Energy has provided additional loan commitments to the Company.
A  $10,000  loan  agreement  negotiated between  NRG  Energy  and  NSC
provides funding, if needed, for a NSC capital contribution obligation
to  the  Grays Ferry Partnership.  At June 30, 1997, NSC had  borrowed
$1,100  from NRG Energy under this loan agreement.  At June 30,  1997,
loans of $14,388 remained outstanding to NRG Energy under another loan
agreement.

    The  Company  and  NRG  Energy have entered into  a  Co-Investment
Agreement  pursuant to which NRG Energy has agreed  to  offer  to  the
Company  ownership  interests  in certain  power  projects  which  are
initially developed by NRG Energy or with respect to which NRG  Energy
has  entered into a binding acquisition agreement with a third  party.
If  any  eligible  project reaches certain contract milestones  (which
include  the execution of a binding PPA and fuel supply agreement  and
the  completion of a feasibility and engineering study) by  April  30,
2003, NRG Energy has agreed to offer to sell to the Company all of NRG
Energy's  ownership  interest  in  such  project.   Eligible  projects
include,  with  certain limited exceptions, any proposed  or  existing
electric  power  plant within the United States NRG  Energy  initially
develops  or  in  which  NRG Energy proposes to acquire  an  ownership
interest.   NRG Energy is obligated under the Co-Investment  Agreement
to  offer to the Company, during the three year period ending on April
30,  1999, projects with an aggregate equity value of at least $60,000
or a minimum of 150 net MW.

    To facilitate the Company's ability to acquire ownership interests
which  may  be  offered pursuant to its Co-Investment  Agreement,  NRG
Energy  has agreed to finance the Company's purchase of such ownership
interests at commercially

                                   12

<PAGE>

competitive  terms to the extent funds are unavailable to the  Company
on  comparable terms from other sources.  Any such financing  provided
by  NRG  Energy  under  the  terms of the Co-Investment  Agreement  is
required  to be recourse to the Company and secured by a lien  on  the
ownership  interest acquired.  Such financing also is required  to  be
repaid from the net proceeds received by the Company from offerings of
equity  or  debt  securities of the Company  (when  market  conditions
permit such offerings to be made on favorable terms) after taking into
account the working capital and other cash requirements of the Company
as determined by its Board of Directors.

    Except  for  the  historical  information  contained  within  this
Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results   of  Operations,  the  accompanying  consolidated   financial
statements,  and  the Notes to Consolidated Financial Statements,  the
matters  reflected  or discussed in this report which  relate  to  the
Company's beliefs, expectations, plans, future estimates and the  like
are  forward-looking statements that involve risks  and  uncertainties
including  but not limited to: business conditions and growth  in  the
general economy; regulatory and other legal developments affecting the
markets  in  which  the Company operates and changes in  environmental
laws;  volatility  in  gross margins caused by seasonal  factors  that
cannot  be  controlled by the Company; competitive  factors,  such  as
price pressures and other factors which may make it more difficult for
the  Company  to  secure  future projects  and  may  increase  project
development costs and/or reduce operating margins; the success of  the
Company's business partners, including its energy customers  and  fuel
suppliers;  the successful completion of the Grays Ferry Project;  the
successful completion and addition of new energy projects and  various
other  factors  including without limitation those discussed  in  this
report and the Company's Report on Form 10-K for the fiscal year ended
December  31,  1996  under  the caption  "Item  1.   Business  -  Risk
Factors."   Such  factors may cause the Company's  actual  results  to
differ  materially from those discussed herein and in  forward-looking
statements made herein.

                                   13

<PAGE>
                                      
                                   PART II
                                      
                              OTHER INFORMATION
                                      

ITEM 1  Legal Proceedings.

      There  have  been  material developments in the  following  legal
proceedings of the Company or  a subsidiary which have previously  been
reported  in  the  Company's Report  on Form 10-K  for  the  transition
period ended December 31, 1996:

1.   Calpine Corporation v. NRG Generating  (Parlin) Cogeneration Inc.,
     Superior Court of Essex County, New Jersey, Civil  Action File No.
     ESX-L-6905-96, filed June 19, 1996.  This  was a dispute over  the
     purchase  of  certain accounts  receivable allegedly owed  by  the
     Company.  On May 15, 1997, the Company  settled this claim  for  a
     payment  of  $730,000.  This settlement  did not have  a  material
     adverse  effect  on the business or  financial  condition  of  the
     Company.

2.   GEC Alsthom, International, Inc.  v. O'Brien Energy Services Co.,
     Stewart & Stevenson Operations, Inc., and ABC Company (fictitious),
     Superior Court of  Essex County, New Jersey, Civil Action File No.
     L-7389-95, filed  June 16, 1995.  This  action  arose  out  of the
     purchase of materials and services from a vendor  to make  repairs
     in connection with a fire that  occurred at  the  Company's Newark
     turbine generator  facility on December 25,  1992.  The  Plaintiff
     claims that the Company  has failed to  meet monetary  obligations
     aggregating  approximately  $155,000 under the  alleged agreement,
     and  the  Company  has  filed  counter-claims  alleging  that  the
     Plaintiff failed to properly  install certain  equipment which led
     to failures at the turbine  generator facility.  On  June 9, 1997,
     the Company settled this claim for a net payment of $115,000. This
     settlement did not have a material adverse effect  on the business
     or financial condition of the Company.

     The  Company  is party to other legal proceedings, but the Company
believes that the  outcome of these matters (either individually or  in
the aggregate) will  not have a material adverse effect on the business
or financial condition of the Company.


ITEM 4  Submission of Matters to a Vote of Security Holders.

      At the Annual Meeting of  Stockholders of the Company held on May
22,  1997 (the "Meeting"), the  following directors were elected,  each
of  whom will serve until the  1998 annual meeting of stockholders  and
until his successor is elected and qualified:

Nominee                   Affirmative  Negative
                             Votes      Votes     Abstentions

Leonard A. Bluhm           5,717,429    9,571           -
Lawrence I. Littman        5,718,956    8,044           -
Craig A. Mataczynski       5,718,956    8,044           -
David H. Peterson          5,718,956    8,044           -
Robert T. Sherman, Jr.     5,718,956    8,044           -
Spyros S. Skouras, Jr.     5,718,956    8,044           -
Charles J. Thayer          5,718,956    8,044           -
Ronald J. Will             5,718,956    8,044           -

                                   14

<PAGE>
     
     In  addition,  the   following  proposals  were  approved  at  the
     Meeting:
     
     Approval of the Company's 1997  Stock Option Plan authorizing  the
Company  to  grant  options to  purchase up to 250,000  shares  of  the
Company's Common Stock to members  of the Board of Directors,  officers
and key employees of the Company or its subsidiaries.

                Affirmative    Negative
                   Votes        Votes      Abstentions

                 5,719,569      3,323         4,108

     Ratification  of  the  selection of Price Waterhouse  LLP  as  the
Company's independent public accountants.

                Affirmative   Negative
                   Votes       Votes       Abstentions

                 5,493,478    150,548        22,035

                                   15

<PAGE>

ITEM 6  Exhibits and Reports on Form 8-K.

     (a)  Exhibits

          The  "Index  to  Exhibits" following  the  signature page  is
          incorporated herein by reference.

     (b)  Reports on Form 8-K

          The   following  Reports  on  Form  8-K  were filed  by   the
          registrant during the fiscal quarter ended June 30, 1997:

          1. Current Report  on Form 8-K dated April 7, 1997, reporting
             information under Item 5.

                                   16

<PAGE>
                                      
                                  SIGNATURE

      Pursuant to the requirements of the  Securities Exchange  Act  of
1934,  the registrant has duly  caused this report to be signed on  its
behalf by the undersigned  hereunto duly authorized.


                               NRG GENERATING (U.S.), INC.
                                     Registrant

Date:  August 12, 1997         By: /s/ Timothy P. Hunstad
                                   Timothy P. Hunstad
                       Vice President and Chief Financial Officer
               (Principal Financial Officer and Duly Authorized Officer)

                                   17

<PAGE>
                                      
                              INDEX TO EXHIBITS

3.1  Amended  and Restated Certificate  of Incorporation of the Company
     filed as Exhibit 3.1 to the  Company's Current Report on Form  8-K
     dated April 30, 1996 and  incorporated herein by this reference.

3.2  Bylaws  of  the  Company  filed as Exhibit 3.2  to  the  Company's
     Current  Report on  Form 8-K dated April 30, 1996 and incorporated
     herein by this reference.

10.1 NRG  Generating  (U.  S.) Inc. 1997  Stock Option  Plan  filed  as
     Appendix A to the Company's Proxy Statement  dated April 24,  1997
     and incorporated herein by this reference.

11   Computation of Earnings Per Common Share

27   Financial Data Schedule (for SEC filing purposes only)

                                   18