<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 MARCH 31, 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.   Yes   X  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 May 12, 1997.

<PAGE>
                     NRG GENERATING (U.S.) INC.
                              FORM 10-Q
                           March 31, 1997
                                  
                                INDEX
                                  
                                  
                                                                    Page
Part I - Financial Information:

     Item 1. Financial Statements                                     2

          Consolidated Balance Sheets -
            March 31, 1997 and December 31, 1996                      2
          Consolidated Statements of Operations -
            Three months ended March 31, 1997 and March 31, 1996      3
          Consolidated Statements of Cash Flows -
            Three months ended March 31, 1997 and March 31, 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 6. Exhibits and Reports on Form 8-K                        13

     Signature                                                       14

     Index to Exhibits                                               15

                                     1

<PAGE>

                               PART 1

                        FINANCIAL INFORMATION
                                  
   Item 1.  FINANCIAL STATEMENTS

                              NRG GENERATING (U.S.) INC. 
                             CONSOLIDATED BALANCE SHEETS
                                (Dollars in thousands)
                                  
<TABLE>
<CAPTION>

                                        ASSETS
                                                                  March 31,    December 31,
                                                                     1997          1996
                                                                 (Unaudited)         
<S>                                                             <C>            <C>
Current assets:
  Cash and cash equivalents..................................    $     4,861    $     3,187
  Restricted cash and cash equivalents.......................         10,239          8,174
  Accounts receivable, net...................................         12,403         11,920
  Receivables from related parties...........................             98            186
  Notes receivable, current..................................            925          1,119
  Inventories................................................          2,674          2,897
  Other current assets.......................................            328            992
                                                                                           
    Total current assets.....................................         31,528         28,475
                                                                                           
Property, plant and equipment, net...........................        130,563        132,203
Equipment held for sale......................................          1,925          2,628
Project development costs....................................            361            346
Notes receivable, noncurrent.................................              -             83
Investments in equity affiliates.............................          3,650          3,653
Deferred financing costs, net................................          5,429          5,530
Other noncurrent assets......................................            707            706
                                                                                           
    Total assets.............................................    $   174,163    $   173,624
</TABLE>

<TABLE>
<CAPTION>
                         LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                             <C>            <C>
Current liabilities:                                                                       
  Accounts payable...........................................    $     5,370    $     6,131
  Accounts payable and accrued interest due NRG Energy, Inc..          1,212          1,256
  Current portion of nonrecourse long-term debt..............         11,097         10,820
  Accrued interest payable...................................          1,104          1,104
  Prepetition liabilities....................................          1,025          1,433
  Short-term borrowings......................................          2,079          2,388
  Other current liabilities..................................          3,624          2,852
                                                                                           
    Total current liabilities................................         25,511         25,984
                                                                                           
Loans due NRG Energy, Inc....................................         14,388         14,388
Nonrecourse long-term debt, net of current portion...........        147,307        150,311
Deferred income taxes........................................         13,404         13,404
Other noncurrent liabilities.................................             50             50
                                                                                           
    Total liabilities........................................        200,660        204,137
                                                                                           
Stockholders' equity:                                                                      
  Preferred stock, par value $.01, 20,000,000 shares                                       
    authorized; none issued or outstanding...................              -              -
  Common stock, par value $.01, 50,000,000 shares                                          
    authorized, 6,474,814 shares issued, 6,440,514 shares                                  
    outstanding as of March 31, 1997 and                                                   
    December 31, 1996, respectively..........................             64             64
  Additional paid-in capital.................................         62,719         62,719
  Accumulated deficit........................................       (88,857)        (92,944)
  Other......................................................          (423)           (352)
                                                                                           
    Total stockholders' equity (deficit).....................       (26,497)        (30,513)
                                                                                           
    Total liabilities and stockholders' equity (deficit).....    $  174,163     $   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
                                                   March 31,    March 31,
                                                     1997         1996
<S>                                             <C>          <C>
REVENUES:                                                                
 Energy...................................       $    12,391  $    19,133
 Equipment, sales and services............             4,606        6,365
 Rental...................................               460          386
 Development fees and other...............                 -          672
                                                                         
   Total revenues.........................            17,457       26,556
                                                                         
COST OF REVENUES:                                                        
 Energy...................................             3,160       16,094
 Equipment, sales and services............             3,899        5,550
 Rental...................................               383          329
 Development fees and other...............                 -          618
                                                                         
   Total cost of revenues.................             7,442       22,591
                                                                         
   Gross profit...........................            10,015        3,965
                                                                         
 Selling, general and                                                    
  administrative expenses.................             2,253        2,406
                                                                         
   Income from operations.................             7,762        1,559
                                                                         
 Interest and other income................               201        1,225
 Reorganization costs.....................                 -       (3,268)
 Interest and debt expense................            (3,537)      (4,428)
                                                                         
   Income (loss) before income taxes......             4,426       (4,912)
                                                                         
Provision for income taxes................               339           15
                                                                         
   Net income (loss)......................       $     4,087  $    (4,927)
                                                                         
Net income (loss) per share...............       $      0.62  $     (1.33)
                                                                         
                                                                         
Weighted average shares outstanding.......             6,624        3,712
</TABLE>


















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>
<CAPTION>
                                                                     Three Months Ended        
                                                                    March 31,  March 31,
                                                                       1997       1996
<S>                                                               <C>        <C>
Cash Flows from Operating Activities:                                                   
 Net income (loss)..............................................   $    4,087  $  (4,927)
 Adjustments to reconcile net income (loss) to net                                      
  cash provided by operating activities:                                                
   Depreciation and amortization................................        1,872      1,720
   Amortization of debt discount and deferred financing costs...          101        109
   Bankruptcy professional fees accrued.........................            -      3,382
   Other, net...................................................          555         30
   Changes in operating assets and liabilities:                                         
     Accounts receivable, net...................................         (560)      (244)
     Inventories................................................          178        326
     Receivables from related parties...........................           86          7
     Other assets...............................................          626          -
     Accounts payable and other current liabilities.............           37       (598)
     Accrued interest payable...................................            -      2,451
       Net cash provided by operating activities................        6,982      2,256
                                                                                        
Cash Flows from Investing Activities:                                                   
 Capital expenditures...........................................         (291)         -
 Proceeds from sale of property and equipment...................          175          -
 Project development costs......................................          (15)      (222)
 Collections on notes receivable................................          277          8
 (Deposits into) withdrawals from restricted cash accounts, net.       (2,065)       311
 Other, net.....................................................            -        (21)
       Net cash (used in) provided by investing activities......       (1,919)        76
                                                                                        
Cash Flows from Financing Activities:                                                   
 Proceeds from NRG Energy, Inc. loans...........................            -        300
 Repayments of long-term debt...................................       (2,715)    (2,108)
 Net (repayments) proceeds of short-term borrowings.............         (266)       185
 Payments on prepetition liabilities............................         (408)      (280)
       Net cash used in financing activities....................       (3,389)    (1,903)
                                                                                        
Net increase (decrease) in cash and cash equivalents............        1,674        429
Cash and cash equivalents, beginning of period..................        3,187      3,132
Cash and cash equivalents, end of period........................   $    4,861  $   3,561
</TABLE>

<TABLE>
<CAPTION>

<S>                                                               <C>         <C>            
Supplemental disclosure of cash flow information:
  Interest paid during the period...............................   $    3,537  $   4,428
</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)
                           MARCH 31, 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)
                           MARCH 31, 1997
                       (Dollars in thousands)

2. LOANS DUE NRG ENERGY, INC.

   The March 31, 1997 loan balance of $14,388 due to NRG Energy, Inc.
("NRG Energy") has a maturity date of April 30, 2001.

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 first quarter 1997 of $12,391  decreased
from  first  quarter  1996  revenues  of  $19,133.   Energy  revenues
primarily  reflect  billings associated with the  Parlin  and  Newark
Projects  and  the  Company's Philadelphia Water  Department  standby
project.   First quarter 1996 also included revenues associated  with
landfill  gas operations which the Company sold April 30, 1996.   The
decrease  in energy revenues in the quarter ended March 31,  1997  as
compared  to  the same period one year ago was primarily attributable
to the amended PPAs affecting both Parlin and Newark.

                                     8

<PAGE>

   Revenues  recognized at  Parlin and Newark were $6,289 and  $5,094
for  the  first  quarter 1997 and $10,207 and $7,786  for  the  first
quarter 1996, respectively.  The decreases were primarily due to  the
amended PPAs.

   Energy  revenues from the Company's Philadelphia Water  Department
standby  facility  project  for  the first  quarter  1997  of  $1,008
increased from first quarter 1996 revenues of $990.  Energy  revenues
from  the Company's landfill gas projects for the first quarter  1996
were $150.  On April 30, 1996, the landfill gas projects were sold to
NRG Energy, Inc.

   Equipment  sales and services revenues for the first quarter  1997
of  $4,606 decreased from first quarter 1996 revenues of $6,365.  The
revenue  decrease  in  the  quarter ended March  31,  1997  from  the
comparable quarter one year ago is primarily attributable to the sale
of the Company's American Hydrotherm business in December 1996.

   OES  equipment sales  and services revenues for the first  quarter
1997  of $1,288 increased from first quarter 1996 revenues of $1,010.
The  increase  is  primarily due to higher sales  volume.   As  noted
above,  American  Hydrotherm, which had revenues of  $1,473  for  the
first  quarter 1996, was sold in December 1996. Puma equipment  sales
and  services revenues for the first quarter 1997 of $3,318 decreased
from  first  quarter  1996  revenues of  $3,882.   The  decrease  was
primarily due to the unfavorable impact of foreign currency rates  in
some of its Asian markets.

   Rental  revenues for the first quarter 1997 of $460 increased from
first  quarter 1996 revenues of $386.  The increase was due primarily
to higher sales volume.

   There  were no  development fees and other revenues for the  first
quarter  1997  compared  to $672 for the  first  quarter  1996.   The
decrease  is  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.   This  transaction  was  approved  by  the  Independent
Committee of the Board of Directors.

Costs and Expenses

   Cost  of  energy revenues  for the first quarter  1997  of  $3,160
decreased from first quarter 1996 costs of $16,094.  The decrease was
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 first quarter 1997 of
$3,899  decreased  from  first quarter 1996  costs  of  $5,550.   The
decrease  was  primarily due to lower costs from the Puma  operations
and the sale of American Hydrotherm.

   Cost  of  rental  revenues  for the first  quarter  1997  of  $383
increased  from first quarter 1996 costs of $329.  The  increase  was
primarily due to increased sales volume.

                                     9

<PAGE>

   There  were no  cost of development fees and other for  the  first
quarter  1997  compared  to $618 for the  first  quarter  1996.   The
decrease  is  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 first quarter 1997 of $10,015
(57.4%  of sales) increased from the first quarter 1996 gross  profit
of  $3,965  (14.9% of sales).  The gross profit increase is 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
first  quarter 1997 of $2,253 decreased from first quarter 1996  SG&A
expenses of $2,406.  The reduction is due to lower payroll costs  and
reduced insurance expenses.

Interest and Other Income

   Interest  and  other income  for the first quarter  1997  of  $201
decreased  from  first  quarter 1996 interest  and  other  income  of
$1,225.   The decrease 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.

   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   relate  to  the  Company's   reorganization   and
restructuring  efforts.  Reorganization costs for the  quarter  ended
March  31,  1996  were  $3,268.  These  costs  consist  primarily  of
professional and administrative fees and expenses.

Interest and Debt Expense

   Interest  and debt  expense for the first quarter 1997  of  $3,537
decreased  from  first  quarter 1996 interest  and  debt  expense  of
$4,428.  The decrease was due primarily to post-petition interest  on
prepetition liabilities included in the quarter ended March 31, 1996.
In addition, the average interest rate was lower in the quarter ended
March 31, 1997 than in the comparable period one year ago due to  the
refinancing of the Newark and Parlin Projects.

Income Taxes

   The  provision for  income taxes for the quarter ended  March  31,
1997  relates  primarily to state income taxes  on  earnings  of  the
Company's subsidiaries.

                                    10

<PAGE>

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
significantly for the quarter ended March 31, 1997 from  the  quarter
ended  March  31, 1996 primarily due to the purchase of 2,710  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
$149,149  was  outstanding at March 31, 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.

   NRG  Energy  has  provided  additional  loan  commitments  to  the
Company.  A $10,000 loan agreement negotiated between NRG Energy  and
NRGG   Schuylkill  Cogeneration,  Inc.  (formerly  known  as  O'Brien
(Schuylkill) Cogeneration, Inc.) ("NSC"), a wholly-owned  subsidiary,
provides   funding,  if  needed,  for  an  NSC  capital  contribution
obligation  to  the Grays Ferry Partnership.  NSC  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.
In  addition, there remains $13,615 in available borrowings from  NRG
Energy under the terms of a loan agreement to provide funding for any
bankruptcy  obligation  shortfalls.  At  March  31,  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

                                    11

<PAGE>

the  Company, during the three year period ending on April 30,  1999,
projects with an aggregate equity value of at least $60,000,000 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  in  projects offered to the Company pursuant  to  the  Co-
Investment Agreement at commercially 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 the 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  entitled  "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.

                                    12

<PAGE>
                                  
                               PART II
                                  
                          OTHER INFORMATION
                                  

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 March 31, 1997:

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

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

                                    13

<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:  May 13, 1997            By: /s/ Timothy P. Hunstad
                                       Timothy P. Hunstad
                          Vice President and Chief Financial Officer
                    (Principal Financial Officer and Duly Authorized Officer)

                                    14

<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.

11   Computation of Earnings Per Common Share

27   Financial Data Schedule (for SEC filing purposes only)

                                    15