<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 SEPTEMBER 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 November 10, 1997.

<PAGE>

                      NRG GENERATING (U.S.) INC.
                               FORM 10-Q
                          September 30, 1997

                                 INDEX


                                                                         Page
Part I - Financial Information:

 Item 1.    Financial Statements                                           2

            Consolidated Balance Sheets -
              September 30, 1997 and December 31, 1996                     2
            Consolidated Statements of Operations -
              Three months and nine months ended September 30, 1997
              and September 30, 1996                                       3
            Consolidated Statements of Cash Flows -
              Nine months ended September 30, 1997 and September 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 6.    Exhibits and Reports on Form 8-K                              15

 Signature                                                                16

 Index to Exhibits                                                        17

                                   1
<PAGE>
                                PART 1
                         FINANCIAL INFORMATION


   Item 1.  FINANCIAL STATEMENTS

                      NRG GENERATING (U.S.) INC.
                      CONSOLIDATED BALANCE SHEETS
                        (Dollars in thousands)

<TABLE>
<CAPTION>
                                ASSETS
                                                                   September 30,  December 31,
                                                                        1997          1996
                                                                    (Unaudited)
<S>                                                               <C>              <C>
Current assets:
  Cash and cash equivalents....................................   $      831      $   3,187
  Restricted cash and cash equivalents.........................       10,679          8,174
  Accounts receivable, net.....................................       12,056         11,920
  Receivables from related parties.............................           63            186
  Notes receivable, current....................................           50          1,119
  Inventories..................................................        3,102          2,897
  Other current assets.........................................        1,025            992
    Total current assets.......................................       27,806         28,475

Property, plant and equipment, net.............................      128,335        132,203
Equipment held for sale........................................        1,598          2,628
Project development costs......................................          356            346
Notes receivable, noncurrent...................................            0             83
Investments in equity affiliates...............................        8,547          3,653
Deferred financing costs, net..................................        5,233          5,530
Other assets...................................................          636            706
    Total assets...............................................   $  172,511      $ 173,624

</TABLE>

<TABLE>
<CAPTION>

                 LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                <C>             <C>
Current liabilities:
  Accounts payable.............................................   $    4,120      $   6,131
  Accounts payable and accrued interest due NRG Energy, Inc....        1,177          1,256
  Current portion of nonrecourse long-term debt................       10,711         10,820
  Accrued interest payable.....................................          314          1,104
  Prepetition liabilities......................................          538          1,433
  Short-term borrowings........................................        1,635          2,388
  Other current liabilities....................................        2,648          2,852
    Total current liabilities..................................       21,143         25,984

Loans due NRG Energy, Inc., net of current portion.............       19,288         14,388
Nonrecourse long-term debt, net of current portion.............      141,950        150,311
Deferred income taxes..........................................       13,404         13,404
Other noncurrent liabilities...................................            0             50
    Total liabilities..........................................      195,785        204,137

Stockholders' equity:
  Preferred stock, par value $.01, 20,000,000 shares
    authorized; none issued or outstanding.....................            0              0
  New common stock, par value $.01, 50,000,000 shares
    authorized, 6,474,814 shares issued, 6,440,514 shares
    outstanding as of September 30, 1997 and
    December 31, 1996..........................................           64             64
  Additional paid-in capital...................................       62,719         62,719
  Accumulated deficit..........................................      (85,593)       (92,944)
  Other........................................................         (464)          (352)
    Total stockholders' equity (deficit).......................      (23,274)       (30,513)

    Total liabilities and stockholders' equity (deficit).......   $  172,511      $ 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              Nine Months Ended
                                          September 30,    September 30,  September 30,    September 30,
                                               1997             1996           1997             1996
<S>                                     <C>              <C>              <C>              <C>
REVENUES:
 Energy................................ $    11,030      $    11,564      $  32,423        $  42,188
 Equipment sales and services..........       5,243            6,552         14,435           19,577
 Rental revenues.......................         616              596          1,543            1,471
 Development fees and other............           0              997              0            2,119

                                             16,889           19,709         48,401           65,355

COST OF REVENUES:
 Cost of energy........................       3,462            4,155         10,694           28,467
 Cost of equipment sales and services..       4,425            5,222         11,986           16,614
 Cost of rental revenues...............         419              462          1,242            1,213
 Cost of development fees and other....           0              981              0            2,030

                                              8,306           10,820         23,922           48,324

   Gross profit........................       8,583            8,889         24,479           17,031

 Selling, general and
  administrative expenses..............       2,080            2,281          5,996           10,762

   Income from operations..............       6,503            6,608         18,483            6,269

 Interest and other income.............         184              167            616            1,177
 Reorganization costs..................           0                0              0           (8,251)
 Interest and debt expense.............      (3,670)          (3,374)       (11,001)         (12,921)

   Income (loss) before income taxes...       3,017            3,401          8,098          (13,726)

Provision for income taxes (benefit)...         224              238            747             (251)

   Income (loss) before
    extraordinary item.................       2,793            3,163          7,351          (13,475)

Extraordinary item, net of income
 taxes.................................           0            1,643              0            1,643

   Net income (loss)................... $     2,793      $     4,806      $   7,351        $ (11,832)

Net income (loss) per share before
 extraordinary item.................... $      0.42      $      0.50      $    1.10        $   (2.58)

Extraordinary item income per share.... $      0.00      $      0.25      $    0.00        $    0.31

Net income (loss) per share............ $      0.42      $      0.75      $    1.10        $   (2.27)


Weighted average shares outstanding....       6,693            6,422          6,661            5,217

</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>

                                                                         Nine Months Ended
                                                                   September 30,  September 30,
                                                                       1997           1996
<S>                                                              <C>            <C>

Cash Flows from Operating Activities:
 Net income (loss).............................................. $    7,351     $  (11,832)
 Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
     Extraordinary item.........................................          0         (1,643)
     Depreciation and amortization..............................      5,425          6,074
     Amortization of debt discount and deferred financing costs.        297          1,403
     Deferred tax expense (benefit).............................          0           (958)
     Project development costs expensed.........................          0            180
     Bankruptcy fees accrued....................................          0         (1,899)
     Loss on disposition of property and equipment..............        585              0
     Other, net.................................................        (95)        (4,293)
     Changes in operating assets and liabilities:
       Accounts receivable, net.................................       (253)         2,173
       Inventories.............................................        (280)         1,740
       Receivables from related parties.........................        120            823
       Other assets.............................................        (59)            (1)
       Accounts payable and other current liabilities...........     (2,164)          (523)
       Accrued interest payable.................................       (770)        (4,626)

         Net cash provided by (used in) operating activities....     10,157        (13,382)

Cash Flows from Investing Activities:
 Capital expenditures...........................................     (1,636)           (12)
 Proceeds from disposition of property and equipment............        552              0
 Investment in equity affiliates................................     (4,900)             0
 Proceeds from sale of subsidiaries.............................          0          7,500
 Project development costs......................................        (15)        (1,718)
 Collections on notes receivable................................      1,152            790
 Deposits into restricted cash accounts, net....................     (2,505)        (4,336)
 Other, net.....................................................          0            260

         Net cash (used in) provided by investing activities....     (7,352)         2,484

Cash Flows from Financing Activities:
 Proceeds from NRG Energy, Inc. loans...........................      4,900        125,078
 Proceeds from long-term debt...................................          0        155,226
 Repayments of NRG Energy, Inc. loans...........................          0       (113,689)
 Repayments of long-term debt...................................     (8,455)       (89,244)
 NRG capital contribution.......................................          0         21,178
 Net proceeds (repayments) of short-term borrowings.............       (711)           636
 Payments on prepetition liabilities............................       (895)       (70,180)
 Deferred financing costs.......................................          0         (5,708)
 Redemption of preferred shares.................................          0         (4,957)
 Preferred dividends paid.......................................          0            (57)

         Net cash (used in) provided by financing activities....     (5,161)        18,283

Net (decrease) increase in cash and cash equivalents............     (2,356)         7,385
Cash and cash equivalents, beginning of period..................      3,187          3,132
Cash and cash equivalents, end of period........................ $      831     $   10,517

</TABLE>

<TABLE>
<CAPTION>

<S>                                                              <C>            <C>

Supplemental disclosure of cash flow information:
  Interest paid during the period..............................  $   12,500     $   12,921

</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)
                          SEPTEMBER 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  stock
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)
                          SEPTEMBER 30, 1997
                        (Dollars in thousands)

2. LOANS DUE NRG ENERGY, INC.

   The loan balance due to NRG Energy, Inc. ("NRG Energy") on September
30,  1997 is $19,288.  Of this balance, $14,388 has a maturity date  of
April  30,  2001 and $4,900 has a maturity date of June 30, 2005.   The
$4,900 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.

4. EXTRAORDINARY ITEM

    During the quarter ended September 30, 1996, the Company negotiated
a buyout of a subsidiary's capital lease obligation.  The lender agreed
to  accept  a  $1,100 payment in full satisfaction of the  lease.   The
transaction resulted in an extraordinary gain of $1,643 (net of $124 of
state income taxes).

                                    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
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

                                  7

<PAGE>

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 has and  will
in  the  future  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  are
expected to 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 third quarter 1997 of $11,030 decreased from
revenues of $11,564 for the comparable period in 1996.  Energy revenues
for the first nine months of 1997 of $32,423 decreased from $42,188 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 as compared to the same period one  year
ago was primarily attributable to discretionary curtailments imposed by
JCP&L at the Newark cogeneration facility of 416 hours versus 180 hours
in  the  comparable 1996 quarter.  Under the PPA that the  Company  has
with  JCP&L  on the Newark facility, JCP&L is entitled to  curtail  the
facility for 700 hours per year on a discretionary basis.  The decrease
in  energy  revenues  in the nine months ended September  30,  1997  as
compared to the same period one year ago was primarily attributable  to
the  discretionary  curtailments imposed  at  the  Newark  cogeneration
facility and the amended PPAs affecting both Parlin and Newark.  The

                                 8

<PAGE>

Company  does not anticipate that such discretionary curtailments  will
have a significant impact on revenues in the fourth quarter.

    Revenues recognized at Parlin and Newark were $6,170 and $3,791 for
the  third quarter 1997 and $5,803 and $4,708 for the comparable period
in  1996, respectively.  Revenues recognized at Parlin and Newark  were
$16,776  and $12,500 for the first nine months of 1997 and $21,835  and
$17,053  for the comparable period in 1996, respectively.  The decrease
was  primarily  due to the discretionary curtailments  imposed  at  the
Newark cogeneration facility and the amended PPAs.

    Energy  revenues  from the Company's Philadelphia Water  Department
standby facility project for the third quarter 1997 of $1,069 increased
from  $1,053  for the comparable period in 1996.  Energy revenues  from
this project for the first nine months of 1997 of $3,147 increased from
$3,084  for the comparable period in 1996.   Energy revenues  from  the
Company's  landfill gas projects for the third quarter and  first  four
months  of  1996 were none and $216, respectively.  On April 30,  1996,
the landfill gas projects were sold to NRG Energy.

    Equipment sales and services revenues for the third quarter 1997 of
$5,243  decreased  from  $6,552  for the  comparable  period  in  1996.
Equipment sales and services revenues for the first nine months of 1997
of  $14,435 decreased from $19,577 for the comparable period  in  1996.
The  revenue  decrease  in  the quarter and nine  month  periods  ended
September  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 third quarter 1997
of  $1,538  increased  from  revenues of $922  for  the  quarter  ended
September 30, 1996.  OES equipment sales and services revenues for  the
first  nine months of 1997 of $4,266 increased from $2,991 in the  nine
months  ended  September 30, 1996.  The increase was primarily  due  to
higher  sales volume.  As noted above, American Hydrotherm,  which  had
revenues  of  $1,238 and $4,776 for the quarter and nine  months  ended
September  30,  1996,  respectively, was sold in December  1996.   Puma
equipment  sales  and services revenues for the third quarter  1997  of
$3,705 decreased from $4,392 for the quarter ended September 30,  1996.
Puma equipment sales and services revenues for the first nine months of
1997  of  $10,169  decreased from $11,810  in  the  nine  months  ended
September  30, 1996.  The decrease was primarily due to the unfavorable
impact of foreign currency rates in some of Puma's Asian markets.

    Rental  revenues for the third quarter 1997 of $616 increased  from
$596 for the quarter ended September 30, 1996.  Rental revenues for the
first  nine months of 1997 of $1,543 increased from $1,471 in the  nine
months ended September 30, 1996.  The deviations in each case were  due
primarily to fluctuations in sales volume.

    There  were  no development fees and other revenues for  the  third
quarter  and  first nine months of 1997 compared to  $997  and  $2,119,
respectively,  for the comparable periods of 1996.   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 Directors Committee of
the Board of Directors.

                                  9

<PAGE>

Costs and Expenses

    Cost  of  energy  revenues for the third  quarter  1997  of  $3,462
decreased  from $4,155 for the quarter ended September 30, 1996.   Cost
of  energy  revenues  for  the first nine months  of  1997  of  $10,694
decreased  from  $28,467 in the nine months ended September  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 third quarter 1997  of
$4,425 decreased from $5,222 for the quarter ended September 30,  1996.
Cost  of equipment sales and services for the first nine months of 1997
of  $11,986  decreased from $16,614 in the nine months ended  September
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 third quarter 1997 of $419 decreased
from  $462  for the quarter ended September 30, 1996.  Cost  of  rental
revenues  for  the first nine months of 1997 of $1,242  increased  from
$1,213 in the nine months ended September 30, 1996.  The deviation  for
each  comparable  period  was due primarily to  fluctuations  in  sales
volume.

    There  were  no costs of development fees and other for  the  third
quarter  and first nine months of 1997 compared to $981 and $2,030  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 third quarter 1997  of  $8,583
(50.8%  of sales) decreased from the quarter ended September  30,  1996
gross  profit of $8,889 (45.1% of sales).  Gross profit for  the  first
nine  months of 1997 of $24,479 (50.6% of sales) increased  from  gross
profit  of $17,031 (26.1% of sales) for the nine months ended September
30,  1996.   The gross profit increases, as a percent of revenue,  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 third
quarter  1997  of  $2,080 decreased from $2,281 for the  quarter  ended
September  30, 1996.  SG&A for the first nine months of 1997 of  $5,996
decreased  from $10,762 for the nine months ended September  30,  1996.
The reduction for the first nine months of 1996 was primarily due to  a
$3,100  cost incurred 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.

Interest and Other Income

    Interest  and  other  income for the third  quarter  1997  of  $184
increased from  interest and other income of $167 for the quarter ended
September  30,  1996.  Interest and other income  for  the  first  nine
months  of  1997  of $616 decreased from interest and other  income  of
$1,177 for the nine months ended September 30, 1996. The decrease

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<PAGE>

for  the comparable nine 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 of 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 and fees paid
by  the  Company to Wexford Management LLC under the Liquidating  Asset
Management Agreement.

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 nine months  ended
September  30,  1996  were $8,251 and none were incurred  in  the  nine
months  ended  September 30, 1997.  These costs  consist  primarily  of
professional and administrative fees and expenses.

Interest and Debt Expense

    Interest  and  debt expense for the third quarter  1997  of  $3,670
increased from third quarter 1996 interest and debt expense of  $3,374.
Interest and debt expense for the first nine months of 1997 of  $11,001
decreased from interest and debt expense of $12,921 for the nine months
ended September 30, 1996.  The increase for the comparable quarters was
primarily  attributable  to interest expense  on  the  NRG  loan.   The
decrease  in  the nine month periods was due primarily to post-petition
interest  on prepetition liabilities included in the nine month  period
ended September 30, 1996, offset in part by the interest expense on the
NRG loan.  In addition, the average interest rate was lower in the nine
month period ended September 30, 1997 than in the comparable period one
year ago due to the refinancing of the Newark and Parlin Projects.

Extraordinary Item

    During the quarter ended September 30, 1996, the Company negotiated
a buyout of a subsidiary's capital lease obligation.  The lender agreed
to  accept  a  $1,100 payment in full satisfaction of the  lease.   The
transaction resulted in an extraordinary gain of $1,643 (net of $124 of
state income taxes).

Income Taxes

   The provision for income taxes for the quarter and nine months ended
September 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 nine

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<PAGE>

month periods ended September 30, 1997 from the comparable periods  one
year  ago  primarily due to the purchase of 2,710,357 common shares  by
NRG  Energy on April 30, 1996 and due to the issuance of stock  options
under the 1996 Stock Option Plan and 1997 Stock Option Plan.

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
$145,351  was outstanding at September 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 entered into a loan commitment to provide  NSC  the
funding, if needed, for the NSC capital contribution obligation to  the
Grays  Ferry  Partnership.  At September 30,  1997,  NSC  had  borrowed
$4,900  from  NRG Energy under this loan agreement and contributed  the
proceeds to the Grays Ferry Partnership.

   In connection with this loan commitment for the Grays Ferry Project,
the  Company  granted  NRG  Energy  the  right  to  convert  $3,000  of
borrowings under the commitment into 356,255 shares of common stock  of
the  Company.   At  September 30, 1997, no  such  borrowings  had  been
converted  into  common  stock.  Subsequent to  such  date  NRG  Energy
exercised  such conversion right in full, thereby reducing  the  amount
outstanding under such commitment 10 $1,900.

    At September 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

                                  12

<PAGE>

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 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.

    The  Company  has  been  offered, and is currently  evaluating  the
investment  in two projects by NRG Energy pursuant to the Co-Investment
Agreement.   The Company is in negotiations with NRG Energy on  whether
and  on  what  terms such transaction will be accepted by the  Company.
There  can be no assurance that either project will be accepted by  the
Company.

    The  Company's Board of Directors has decided not to liquidate  the
Philadelphia  Cogeneration  Project,  which  was  identified   in   the
Liquidating Asset Management Agreement.  As a result of this  decision,
Wexford  Management  LLC received compensation in accordance  with  the
terms  of the Liquidating Asset Management Agreement during the quarter
ending  September  30, 1997.  The Company is continuing  its  strategic
analysis  regarding  its investment in the Company's  equipment  sales,
rental and services businesses.

     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.

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<PAGE>
                                PART II

                           OTHER INFORMATION


ITEM 1  Legal Proceedings.

    Except as disclosed in the Company's quarterly report on Form  10-Q
for   the   quarter  ended  June  30,  1997,  there  were  no  material
developments  in  any  litigation disclosed in  the  Company's  interim
report  on Form 10-K for the period ended December 31, 1996 during  the
period  covered  by this report.  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.

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<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 September 30, 1997:

        None.

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

                                   16

<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 Amended and Restated Bylaws of the Company.

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.

10.2 Employment Agreement dated March 28, 1997 between the Company  and
     Robert T. Sherman, Jr.

11   Computation of Earnings Per Common Share

27   Financial Data Schedule (for SEC filing purposes only)


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