##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


Form 10-K/A

Amendment No. 1

(Mark One)

|  |  |                                                                                      
|- |  | -------------------------------------------------------------------------------------
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

OR

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

COMMISSION FILE NO. 333-66032

PG&E National Energy Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)


|                                                                       |  |                                                                                                           |  |                                                   
|---------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------
|Delaware(State or Other Jurisdiction of Incorporation or
Organization) |  | 7600 Wisconsin Avenue
(Mailing address: 7500
Old Georgetown Road)
Bethesda, Maryland 20814
(301) 280-6800 |  | 94-3316236
(I.R.S. Employer
Identification Number)

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrants Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. x

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes o No x

As of February 28, 2003, there were 1,000 shares of common stock, $1 par value outstanding.

Aggregate market value of voting and
non-voting common equity held by non-affiliates at February 28, 2003:
0





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##### 



Explanatory Note



This Amendment
No. 1 on Form 10-K/A to PG&E National Energy Group,
Inc.s Annual Report on Form 10-K the for the year ended
December 31, 2002 filed with the Securities and Exchange
Commission on March 5, 2003, (the Report), is being filed to
include in Part IV, Item 15, exhibits 10.41, 10.41.1, 10.41.2, and
10.41.3, that were omitted from the Report. An amended list of
exhibits, including the new exhibits, is set forth below.



Except as
described above, no other changes have been made to the Report. This
Amendment No. 1 does not update any other disclosures to reflect
developments since the original date of filing.

2



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##### 



PART IV.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



| |  | 3. Exhibits required to be filed by Item 601 of Regulation S-K:
| |  | ---------------------------------------------------------------

|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.1*   |  | Certificate of Incorporation of PG&E National Energy Group,
Inc., as amended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.2*   |  | By-laws of PG&E National Energy Group, Inc. as amended and
restated March 1, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.1*   |  | Registration Rights Agreement dated as of May 22, 2001 between
PG&E National Energy Group, Inc. and Lehman Brothers Inc., as
representative for the initial purchasers of the 10.375% Senior
Notes due 2011.                                                                                                                                                                                                                                                                                                                                                                                                
|4.2*   |  | Indenture dated as of May 22, 2001 between PG&E National Energy
Group, Inc. and Wilmington Trust Company, as Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.3*   |  | Form of Senior Notes due 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.1   |  | Amended and Restated Credit Agreement among PG&E National Energy
Group, Inc. and Chase Manhattan Bank dated August 22,
2001(incorporated by reference to PG&E National Energy Group,
Inc.s Form 10-K
for the year ended December 31, 2001 (File No. 333-66032),
Exhibit 10.21.                                                                                                                                                                                                                                                                                                                             
|10.2   |  | Second Amendment, dated as of October 18, 2002, to the Amended
and Restated Credit Agreement, dated as of August 22, 2001,
among PG&E National Energy Group, Inc., JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Issuing Bank,
the several lenders from time to time parties thereto, the
Documentation Agents thereunder, the Syndication Agents
thereunder, and JPMorgan Chase Bank, as Administrative Agent.
(incorporated by reference to PG&E National Energy Group, Inc.s
Form 8-K filed October 28, 2002) (File No. 333-66032),
Exhibit 10.1.                                
|10.3   |  | Credit Agreement, dated as of May 29, 2001, among PG&E National
Energy Group Construction Company, LLC, as Borrower, the lenders
from time to time parties thereto, and Societe Generale, as
Administrative Agent and Security Agent (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002 (File No. 1-12609), Exhibit 10.6)                                                                                                                                                                                                                                      
|10.4   |  | First Amendment to
Credit Agreement, dated as of June 5, 2002, among PG&E National
Energy Group Construction Company, LLC, the lenders party
thereto, and Societe Generale, as Administrative Agent and
Security Agent (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002 (File No. 1-12609), Exhibit 10.7)                                                                                                                                                                                                                                                    
|10.5   |  | Guarantee and Agreement (Turbine Credit
Agreement), dated as of May 29, 2001, made by PG&E National
Energy Group, Inc. in favor of Societe Generale, as Security
Agent (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002 (File No. 1-12609), Exhibit 10.8)                                                                                                                                                                                                                                                                                                    
|10.6   |  | Amended and Restated Credit Agreement, dated as of March 15,
2002, among GenHoldings I, LLC, as Borrower, Societe Generale,
as Administrative Agent and a Lead Arranger, Citibank, N.A., as
Syndication Agent and a Lead Arranger, the other agents and
arrangers hereunder, JP Morgan Chase Bank, as issuer of the
Letters of Credit thereunder, the financial institutions party
thereto from time to time, and various other parties. (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002 (File No. 1-12609), Exhibit 10.9)                                  
|10.7   |  | Amended and
Restated Guarantee and Agreement dated as of March 15, 2002, by
PG&E NEG, Inc., in favor of Societe Generale, as Administrative
Agent (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002 (File No. 1-12609), Exhibit 10.10)                                                                                                                                                                                                                                                                                                                        
|10.8   |  | Acknowledgement and Amendment Agreement (GenHoldings I, LLC), dated as of April 5, 2002, by and among PG&E National Energy Group, Inc.,
GenHoldings I, LLC, as Borrower, Societe Generale, as
Administrative Agent, and the banks and lenders party thereto (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002 (File No. 1-12609), Exhibit 10.11)                                                                                                                                                                                                              
|10.9   |  | Waiver and Amendment Agreement, dated as of September 25, 2002,
among GenHoldings I, LLC, as Borrower, Societe Generale, as
Administrative Agent, Citibank N.A., as Depository Agent, and
the banks and lender group agents party thereto (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002 (File No. 1-12609), Exhibit 10.12)                                                                                                                                                                                                                                
|10.10  |  | Third Waiver and
Amendment, dated as of November 14, 2002, among GenHoldings I,
LLC, as Borrower, various lenders identified as the GenHoldings
Lenders, Societe Generale, as the Administrative Agent, Citibank,
N.A. as Security Agent and acknowledged and agreed
to by PG&E National Energy Group, Inc. (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002 (File No. 1-12609), Exhibit 10.13)                                                                                                                                                              
|10.11  |  | Fourth Waiver and
Amendment dated as of December 23, 2002, among GenHoldings I,
LLC, various lenders identified as the GenHoldings Lenders, the
Administrative Agent, and acknowledged and agreed to by PG&E
National Energy Group, Inc. (incorporated by reference to PG&E
Corporations and PG&E National Energy Group, Inc.s Form 8-K
filed January 16, 2003) (File Nos. 1-12609 and 333-66032),
Exhibit 99.1)                                                                                                                                                                                          
|10.12  |  | Second Omnibus Restructuring Agreement dated as of
December 4, 2002 among La Paloma Generating Company, LLC, La
Paloma Generating Trust, Ltd., and various other parties,
including PG&E National Energy Group, Inc. (incorporated by
reference to PG&E Corporations and PG&E National Energy Group,
Inc.s Form 8-K filed January 16, 2003) (File Nos. 1-12609 and
333-66032), Exhibit 99.2)                                                                                                                                                                                                              
|10.13  |  | Priority Credit and Reimbursement Agreement among La Paloma
Generating Company, LLC, La Paloma Generating Trust Ltd.,
Wilmington Trust Company, in its individual capacity and as
Trustee, Citibank, N.A., as the Priority Working Capital L/C
Issuer, the Several Priority Lenders from time to time parties
hereto, Citibank, N.A., as administrative agent, and Citibank,
N.A., as priority agent, dated as of December 4, 2002
(incorporated by reference to PG&E Corporations and PG&E
National Energy Group, Inc.s Form 8-K filed January 16, 2003)
(File Nos. 1-12609 and 333-66032), Exhibit 99.3)
|10.14  |  | Guarantee and Agreement (La Paloma), dated as of April 6, 2001,
by PG&E National Energy Group, Inc. in favor of Citibank, N.A.,
as Security Agent (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002 (File No. 1-12609), Exhibit 10.17)                                                                                                                                                                                                                                                                                                                        
|10.15  |  | Second Omnibus Restructuring Agreement dated
as of December 4, 2002 among Lake Road Generating Company, LLC,
Lake Road Generating Trust, Ltd., and various other parties,
including PG&E National Energy Group, Inc. (incorporated by
reference to PG&E Corporations and PG&E National Energy Group,
Inc.s Form 8-K filed January 16, 2003) (File Nos. 1-12609 and
333-66032), Exhibit 99.4)                                                                                                                                                                                                              
|10.16  |  | Priority Credit and Reimbursement Agreement among Lake Road
Generating Company, LLC, Lake Road Trust Ltd., Wilmington Trust
Company, in its individual capacity and as Trustee, Citibank,
N.A., as the Priority L/C Issuer, the Several Priority Lenders
from time to time parties hereto, Citibank, N.A., as
administrative agent, and Citibank, N.A., as priority agent,
dated as of December 4, 2002 (incorporated by reference to PG&E
Corporations and PG&E National Energy Group, Inc.s Form 8-K
filed January 16, 2003) (File Nos. 1-12609 and 333-66032),
Exhibit 99.5)                           
|10.17  |  | Amendment, Waiver and Consent Agreement dated as of November 6,
2002, among La Paloma Generating Company, LLC, La Paloma
Generating Trust, Ltd., Wilmington Trust Company as Trustee,
Citibank, N.A., as administrative agent and security agent, and
various other parties (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002 (File No. 1-12609), Exhibit 10.20)                                                                                                                                                                                              
|10.18  |  | Guarantee Agreement (Lake Road),
dated as of April 6, 2001, made by PG&E National Energy Group,
Inc. in favor of Citibank, N.A., as Security Agent (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002 (File No. 1-12609), Exhibit 10.21)                                                                                                                                                                                                                                                                                                                       
|10.19 |  | PG&E Corporation Supplemental Retirement Savings Plan amended
effective as of September 19, 2001 (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31,
2001 (File No. 1-12609), Exhibit 10.4)                                                                                                                                                                                                                                                                                                                                                                          
|10.20 |  | Agreement and Release between PG&E Corporation and Thomas G.
Boren, dated December 18, 2002 (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002, (File No. 1-12609), Exhibit 10.23).                                                                                                                                                                                                                                                                                                                                                                            
|10.21 |  | Letter regarding Compensation Arrangement between PG&E
Corporation and Thomas B. King dated November 4, 1998
(incorporated by reference to PG&E Corporations Form 10-K for
the year ended December 31, 2000 (File No. 1-12609), Exhibit
10.6)                                                                                                                                                                                                                                                                                                                                                              
|10.22 |  | Letter regarding Compensation Arrangement between PG&E
Corporation and Lyn E. Maddox dated April 25, 1997 (incorporated
by reference to PG&E Corporations Form 10-K for the year ended
December 31, 2000 (File No. 1-12609), Exhibit 10.7)                                                                                                                                                                                                                                                                                                                                                                 
|10.23 |  | Letter Regarding Relocation Arrangement Between PG&E Corporation
and Thomas B. King dated March 16, 2000 (incorporated by
reference to PG&E Corporations Form 10-Q for the quarter ended
March 31, 2000 (File No. 1-12609), Exhibit 10)                                                                                                                                                                                                                                                                                                                                                                    
|10.24 |  | Description of Relocation Arrangement Between PG&E Corporation
and Lyn E. Maddox (incorporated by reference to PG&E
Corporations Form 10-K for the year ended December 31, 2000
(File No. 1-12609), Exhibit 10.9)                                                                                                                                                                                                                                                                                                                                                                                          
|10.25 |  | PG&E Corporation Senior Executive Officer Retention Program
approved December 20, 2000 (incorporated by reference to PG&E
Corporations Form 10-K for the year ended December 31, 2000
(File No. 1-12609), Exhibit 10.10)                                                                                                                                                                                                                                                                                                                                                                                   
|10.26 |  | Letter regarding retention award to Lyn E. Maddox dated February
27, 2001 (incorporated by reference to PG&E Corporations Form
10-K for the year ended December 31, 2000 (File No. 1-12609),
Exhibit 10.10.12)                                                                                                                                                                                                                                                                                                                                                                                             
|10.27 |  | Letter regarding retention award to P. Chrisman Iribe dated
February 27, 2001 (incorporated by reference to PG&E
Corporations Form 10-K for the year ended December 31, 2000
(File No. 1-12609), Exhibit 10.10.13)                                                                                                                                                                                                                                                                                                                                                                                         
|10.28 |  | Letter regarding retention award to Thomas B. King dated
February 27, 2001 (incorporated by reference to PG&E
Corporations Form 10-K for the year ended December 31, 2000
(File No. 1-12609), Exhibit 10.10.14)                                                                                                                                                                                                                                                                                                                                                                                            
|10.29 |  | Separation Agreement dated December 1, 2002 between PG&E
National Energy Group Company and Stephen A. Herman
(Incorporated by reference to PG&E National Energy Group,
Inc.s Form 10-K for the year ended December 31, 2002 (File
No. 333-66032), Exhibit 10.29)                                                                                                                                                                                                                                                                                                                                           
|10.30 |  | Description of Short-Term Incentive Plan for Officers of PG&E
Corporation and its subsidiaries, effective January 1, 2002
(incorporated by reference to PG&E Corporations Form 10-K for
the year ended December 31, 2001 (File No. 1-12609), Exhibit
10.25)                                                                                                                                                                                                                                                                                                                                                
|10.31 |  | Description of Short-Term Incentive Plan for Officers of PG&E
Corporation and its subsidiaries, effective January 1, 2003 (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31,
2002 (File No. 1-12609), Exhibit 10.35)                                                                                                                                                                                                                                                                                                                                                
|10.32 |  | Agreement and Release regarding annuitization of SERP benefits
by and between PG&E Corporation and Thomas G. Boren dated
December 20, 2002 (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31,
2002 (File No. 1-12609), Exhibit 10.37)                                                                                                                                                                                                                                                                                                                               

3



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|         |  |                                                                                                                                                                                                                                                                                                                              
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   |  | Description                                                                                                                                                                                                                                                                                                                  
|         |  |                                                                                                                                                                                                                                                                                                                              
|10.33   |  | PG&E Corporation Retirement Plan for Non-Employee Directors, as
amended and terminated January 1, 1998 (incorporated by
reference to PG&E Corporations Form 10-K for the year ended
December 31, 1997 (File No. 1-12609), Exhibit 10.13)                                                                                    
|10.34   |  | PG&E Corporation Long-Term Incentive Program, as amended May 16,
2001, including the PG&E Corporation Stock Option Plan,
Performance Unit Plan, and Non-Employee Director Stock Incentive
Plan (incorporated by reference to PG&E Corporations Form 10-Q
for the quarter ended June 30, 2001 (File No. 1-12609), Exhibit
10)
|10.35   |  | PG&E Corporation Executive Stock Ownership Program, amended as
of September 19, 2000 (incorporated by reference to PG&E
Corporations Form 10-K for the year ended December 31, 2000
(File No. 1-12609), Exhibit 10.20)                                                                                                      
|10.36   |  | PG&E Corporation Officer Severance Policy, amended as of
December 19, 2001 (incorporated by reference to PG&E
Corporations Form 10-K for the year ended December 31, 2002
(File No. 1-12609), Exhibit 10.43)                                                                                                                
|10.37   |  | PG&E Corporation Form of Restricted Stock Award Agreement
granted under the PG&E Corporation Long-Term Incentive Program (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002 (File No. 1-12609), Exhibit 10.46)                                                                  
|10.38   |  | PG&E Corporation Officer Grantor Trust Agreement dated April 1,
1998 (incorporated by reference to PG&E Corporations Form 10-Q
for the quarter ended March 31, 1998 (File No. 1-12609), Exhibit
10.2)                                                                                                                       
|10.39*   |  | Second Amended and Restated Wholesale Standard Offer Service
Agreement between the Narragansett Electric Company and USGen
New England, Inc., dated as of September 1, 1998.                                                                                                                                                 
|10.40*   |  | Second Amended and Restated Wholesale Standard Offer Service
Agreement among Massachusetts Electric Company, Nantucket
Electric Company and USGen New England, Inc., dated as of
September 1, 1998.                                                                                                                          
|10.41   |  | PG&E National Energy Group, Inc. Management
Retention/Performance Award Program.                                                                                                                                                                                                                                             
|10.41.1 |  | Letter regarding retention award to Thomas B. King dated
September 9, 2002.                                                                                                                                                                                                                                                  
|10.41.2 |  | Letter regarding retention award to P. Chrisman Iribe dated
September 9, 2002.                                                                                                                                                                                                                                               
|10.41.3 |  | Letter regarding retention award to Lyn E. Maddox dated
September 9, 2002.                                                                                                                                                                                                                                                   
|12.1     |  | Statement re Computation of Ratios. (incorporated by reference to
PG&E National Energy Group, Inc.s Form 10-K for the year
ended December 31, 2002 (File No. 333-66032), Exhibit 12.1)                                                                                                                                      
|21.1     |  | Subsidiaries of PG&E National Energy Group, Inc. (incorporated
by reference to PG&E National Energy Group, Inc.s Form
10-K for the year ended December 31, 2002 (File
No. 333-66032), Exhibit 21.1)                                                                                                                         
|24.1     |  | Power of
Attorney  Peter A. Darbee (incorporated by reference
to PG&E National Energy Group, Inc.s Form 10-K for the
year ended December 31, 2002 (File No. 333-66032), Exhibit
24.1)                                                                                                                                      
|24.2     |  | Power of
Attorney  Bruce R. Worthington, (incorporated by
reference to PG&E National Energy Group, Inc.s Form 10-K
for the year ended December 31, 2002 (File No. 333-66032),
Exhibit 24.2)                                                                                                                                
|99.1     |  | Certification of the Chief Executive Officer of PG&E National Energy Group, Inc. required
by Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                  
|99.2     |  | Certification of the Chief Financial Officer of PG&E National Energy Group, Inc. required
by Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                  



---

* Incorporated by reference from the Registration Statement on Form S-4,
as amended, file no. 333-66032 filed by the Registrant with the SEC on July 27,
2001.

 Management contract or compensatory plan.



4



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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form
10-K/A to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                     |  |                                                               
|-------------------- |  | --------------------------------------------------------------
|                     |  | PG&E NATIONAL ENERGY GROUP, INC.                              
|                     |  |                                                               
|Date: March 12, 2003 |  | /s/ Thomas E. Legro                                           
|                     |  |                                                               
|                     |  | Name: Thomas E. Legro                                         
|                     |  | Title: Vice President, Controller
and Chief Accounting Officer



5




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##### 



I, Thomas B. King, certify that:

1.     I have
reviewed this Annual Report on Form 10-K/A of PG&E National Energy
Group, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |  |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | evaluated the effectiveness of the registrants disclosure
controls and procedures within 90 days prior to the filing date of
this annual report (the Evaluation Date); and                                                                                                                 
|
| |  |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                     

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |  |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

6.     The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|                     |  |                                 
|-------------------- |  | --------------------------------
|Date: March 12, 2003 |  | /s/ Thomas B.
King              
|                     |  |                                 
|                     |  | THOMAS B. KING
President        
|                     |  |                                 
|                     |  | PG&E National Energy Group, Inc.





6




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##### 



I, Thomas Legro, certify that:

1.     I have
reviewed this Annual Report on Form 10-K/A of PG&E National Energy
Group, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |  |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | evaluated the effectiveness of the registrants disclosure
controls and procedures within 90 days prior to the filing date of
this annual report (the Evaluation Date); and                                                                                                                 
|
| |  |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                     

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |  |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

6.     The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|                     |  |                                                                   
|-------------------- |  | ------------------------------------------------------------------
|Date: March 12, 2003 |  |                                                                   
|                     |  | /s/ Thomas E. Legro                                               
|                     |  |                                                                   
|                     |  | THOMAS E. LEGRO                                                   
|                     |  |                                                                   
|                     |  | Vice President, Controller, and Acting
Principal Financial Officer
|                     |  |                                                                   
|                     |  | PG&E National Energy Group, Inc.                                  





7




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EXHIBIT INDEX

|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.1*   |  | Certificate of Incorporation of PG&E National Energy Group,
Inc., as amended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.2*   |  | By-laws of PG&E National Energy Group, Inc. as amended and
restated March 1, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.1*   |  | Registration Rights Agreement dated as of May 22, 2001 between
PG&E National Energy Group, Inc. and Lehman Brothers Inc., as
representative for the initial purchasers of the 10.375% Senior
Notes due 2011.                                                                                                                                                                                                                                                                                                                                                                                                
|4.2*   |  | Indenture dated as of May 22, 2001 between PG&E National Energy
Group, Inc. and Wilmington Trust Company, as Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.3*   |  | Form of Senior Notes due 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.1   |  | Amended and Restated Credit Agreement among PG&E National Energy
Group, Inc. and Chase Manhattan Bank dated August 22,
2001(incorporated by reference to PG&E National Energy Group,
Inc.s Form 10-K
for the year ended December 31, 2002 (File No. 333-66032), Exhibit 10.21.                                                                                                                                                                                                                                                                                                                             
|10.2   |  | Second Amendment, dated as of October 18, 2002, to the Amended
and Restated Credit Agreement, dated as of August 22, 2001,
among PG&E National Energy Group, Inc., JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Issuing Bank,
the several lenders from time to time parties thereto, the
Documentation Agents thereunder, the Syndication Agents
thereunder, and JPMorgan Chase Bank, as Administrative Agent.
(incorporated by reference to PG&E National Energy Group, Inc.s
Form 8-K filed October 28, 2002) (File No. 333-66032),
Exhibit 10.1.                                
|10.3   |  | Credit Agreement, dated as of May 29, 2001, among PG&E National
Energy Group Construction Company, LLC, as Borrower, the lenders
from time to time parties thereto, and Societe Generale, as
Administrative Agent and Security Agent (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31, 2002 (File No. 1-12609), Exhibit 10.6)                                                                                                                                                                                                                                      
|10.4   |  | First Amendment to
Credit Agreement, dated as of June 5, 2002, among PG&E National
Energy Group Construction Company, LLC, the lenders party
thereto, and Societe Generale, as Administrative Agent and
Security Agent (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31, 2002 (File No. 1-12609), Exhibit 10.7)                                                                                                                                                                                                                                                    
|10.5   |  | Guarantee and Agreement (Turbine Credit
Agreement), dated as of May 29, 2001, made by PG&E National
Energy Group, Inc. in favor of Societe Generale, as Security
Agent (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31, 2002 (File No. 1-12609), Exhibit 10.8)                                                                                                                                                                                                                                                                                                    
|10.6   |  | Amended and Restated Credit Agreement, dated as of March 15,
2002, among GenHoldings I, LLC, as Borrower, Societe Generale,
as Administrative Agent and a Lead Arranger, Citibank, N.A., as
Syndication Agent and a Lead Arranger, the other agents and
arrangers hereunder, JP Morgan Chase Bank, as issuer of the
Letters of Credit thereunder, the financial institutions party
thereto from time to time, and various other parties. (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31, 2002 (File No. 1-12609), Exhibit 10.9)                                  
|10.7   |  | Amended and
Restated Guarantee and Agreement dated as of March 15, 2002, by
PG&E NEG, Inc., in favor of Societe Generale, as Administrative
Agent (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31, 2002 (File No. 1-12609), Exhibit 10.10)                                                                                                                                                                                                                                                                                                                        
|10.8   |  | Acknowledgement and Amendment Agreement (GenHoldings I, LLC), dated as of April 5, 2002, by and among PG&E National Energy Group, Inc.,
GenHoldings I, LLC, as Borrower, Societe Generale, as
Administrative Agent, and the banks and lenders party thereto (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31, 2002 (File No. 1-12609), Exhibit 10.11)                                                                                                                                                                                                              
|10.9   |  | Waiver and Amendment Agreement, dated as of September 25, 2002,
among GenHoldings I, LLC, as Borrower, Societe Generale, as
Administrative Agent, Citibank N.A., as Depository Agent, and
the banks and lender group agents party thereto (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31, 2002 (File No. 1-12609), Exhibit 10.12)                                                                                                                                                                                                                                
|10.10  |  | Third Waiver and
Amendment, dated as of November 14, 2002, among GenHoldings I,
LLC, as Borrower, various lenders identified as the GenHoldings
Lenders, Societe Generale, as the Administrative Agent, Citibank,
N.A. as Security Agent and acknowledged and agreed
to by PG&E National Energy Group, Inc. (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31, 2002 (File No. 1-12609), Exhibit 10.13)                                                                                                                                                              
|10.11  |  | Fourth Waiver and
Amendment dated as of December 23, 2002, among GenHoldings I,
LLC, various lenders identified as the GenHoldings Lenders, the
Administrative Agent, and acknowledged and agreed to by PG&E
National Energy Group, Inc. (incorporated by reference to PG&E
Corporations and PG&E National Energy Group, Inc.s Form 8-K
filed January 16, 2003) (File Nos. 1-12609 and 333-66032),
Exhibit 99.1)                                                                                                                                                                                          
|10.12  |  | Second Omnibus Restructuring Agreement dated as of
December 4, 2002 among La Paloma Generating Company, LLC, La
Paloma Generating Trust, Ltd., and various other parties,
including PG&E National Energy Group, Inc. (incorporated by
reference to PG&E Corporations and PG&E National Energy Group,
Inc.s Form 8-K filed January 16, 2003) (File Nos. 1-12609 and
333-66032), Exhibit 99.2)                                                                                                                                                                                                              
|10.13  |  | Priority Credit and Reimbursement Agreement among La Paloma
Generating Company, LLC, La Paloma Generating Trust Ltd.,
Wilmington Trust Company, in its individual capacity and as
Trustee, Citibank, N.A., as the Priority Working Capital L/C
Issuer, the Several Priority Lenders from time to time parties
hereto, Citibank, N.A., as administrative agent, and Citibank,
N.A., as priority agent, dated as of December 4, 2002
(incorporated by reference to PG&E Corporations and PG&E
National Energy Group, Inc.s Form 8-K filed January 16, 2003)
(File Nos. 1-12609 and 333-66032), Exhibit 99.3)
|10.14  |  | Guarantee and Agreement (La Paloma), dated as of April 6, 2001,
by PG&E National Energy Group, Inc. in favor of Citibank, N.A.,
as Security Agent (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31, 2002 (File No. 1-12609), Exhibit 10.17)                                                                                                                                                                                                                                                                                                                        
|10.15  |  | Second Omnibus Restructuring Agreement dated
as of December 4, 2002 among Lake Road Generating Company, LLC,
Lake Road Generating Trust, Ltd., and various other parties,
including PG&E National Energy Group, Inc. (incorporated by
reference to PG&E Corporations and PG&E National Energy Group,
Inc.s Form 8-K filed January 16, 2003) (File Nos. 1-12609 and
333-66032), Exhibit 99.4)                                                                                                                                                                                                              
|10.16  |  | Priority Credit and Reimbursement Agreement among Lake Road
Generating Company, LLC, Lake Road Trust Ltd., Wilmington Trust
Company, in its individual capacity and as Trustee, Citibank,
N.A., as the Priority L/C Issuer, the Several Priority Lenders
from time to time parties hereto, Citibank, N.A., as
administrative agent, and Citibank, N.A., as priority agent,
dated as of December 4, 2002 (incorporated by reference to PG&E
Corporations and PG&E National Energy Group, Inc.s Form 8-K
filed January 16, 2003) (File Nos. 1-12609 and 333-66032),
Exhibit 99.5)                           
|10.17  |  | Amendment, Waiver and Consent Agreement dated as of November 6,
2002, among La Paloma Generating Company, LLC, La Paloma
Generating Trust, Ltd., Wilmington Trust Company as Trustee,
Citibank, N.A., as administrative agent and security agent, and
various other parties (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31, 2002 (File No. 1-12609), Exhibit 10.20)                                                                                                                                                                                              
|10.18  |  | Guarantee Agreement (Lake Road),
dated as of April 6, 2001, made by PG&E National Energy Group,
Inc. in favor of Citibank, N.A., as Security Agent (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31, 2002 (File No. 1-12609), Exhibit 10.21)                                                                                                                                                                                                                                                                                                                       
|10.19 |  | PG&E Corporation Supplemental Retirement Savings Plan amended
effective as of September 19, 2001 (incorporated by reference to
PG&E Corporations Form 10-K for the year ended December 31,
2001 (File No. 1-12609), Exhibit 10.4)                                                                                                                                                                                                                                                                                                                                                                          
|10.20 |  | Agreement and Release between PG&E Corporation and Thomas G.
Boren, dated December 18, 2002 (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31, 2002, (file No. 1-12609)
Exhibit 10.23)                                                                                                                                                                                                                                                                                                                                                                              
|10.21 |  | Letter regarding Compensation Arrangement between PG&E
Corporation and Thomas B. King dated November 4, 1998
(incorporated by reference to PG&E Corporations Form 10-K for
the year ended December 31, 2000 (File No. 1-12609), Exhibit
10.6)                                                                                                                                                                                                                                                                                                                                                              
|10.22 |  | Letter regarding Compensation Arrangement between PG&E
Corporation and Lyn E. Maddox dated April 25, 1997 (incorporated
by reference to PG&E Corporations Form 10-K for the year ended
December 31, 2000 (File No. 1-12609), Exhibit 10.7)                                                                                                                                                                                                                                                                                                                                                                 
|10.23 |  | Letter Regarding Relocation Arrangement Between PG&E Corporation
and Thomas B. King dated March 16, 2000 (incorporated by
reference to PG&E Corporations Form 10-Q for the quarter ended
March 31, 2000 (File No. 1-12609), Exhibit 10)                                                                                                                                                                                                                                                                                                                                                                    
|10.24 |  | Description of Relocation Arrangement Between PG&E Corporation
and Lyn E. Maddox (incorporated by reference to PG&E
Corporations Form 10-K for the year ended December 31, 2000
(File No. 1-12609), Exhibit 10.9)                                                                                                                                                                                                                                                                                                                                                                                          
|10.25 |  | PG&E Corporation Senior Executive Officer Retention Program
approved December 20, 2000 (incorporated by reference to PG&E
Corporations Form 10-K for the year ended December 31, 2000
(File No. 1-12609), Exhibit 10.10)                                                                                                                                                                                                                                                                                                                                                                                   
|10.26 |  | Letter regarding retention award to Lyn E. Maddox dated February
27, 2001 (incorporated by reference to PG&E Corporations Form
10-K for the year ended December 31, 2000 (File No. 1-12609),
Exhibit 10.10.12)                                                                                                                                                                                                                                                                                                                                                                                             
|10.27 |  | Letter regarding retention award to P. Chrisman Iribe dated
February 27, 2001 (incorporated by reference to PG&E
Corporations Form 10-K for the year ended December 31, 2000
(File No. 1-12609), Exhibit 10.10.13)                                                                                                                                                                                                                                                                                                                                                                                         
|10.28 |  | Letter regarding retention award to Thomas B. King dated
February 27, 2001 (incorporated by reference to PG&E
Corporations Form 10-K for the year ended December 31, 2000
(File No. 1-12609), Exhibit 10.10.14)                                                                                                                                                                                                                                                                                                                                                                                            
|10.29 |  | Separation Agreement dated December 1, 2002 between PG&E
National Energy Group Company and Stephen A. Herman
(Incorporated by reference to PG&E National Energy Group,
Inc.s Form 10-K for the year ended December 31, 2002 (File
No. 333-66032), Exhibit 10.29)                                                                                                                                                                                                                                                                                                                                           
|10.30 |  | Description of Short-Term Incentive Plan for Officers of PG&E
Corporation and its subsidiaries, effective January 1, 2002
(incorporated by reference to PG&E Corporations Form 10-K for
the year ended December 31, 2001 (File No. 1-12609), Exhibit
10.25)                                                                                                                                                                                                                                                                                                                                                
|10.31 |  | Description of Short-Term Incentive Plan for Officers of PG&E
Corporation and its subsidiaries, effective January 1, 2003 (incorporated by reference to
PG&E Corporations Form 10-K filed for the year ended
December 31,
2002, (file No. 1-12609) Exhibit 10.35)                                                                                                                                                                                                                                                                                                                                          
|10.32 |  | Agreement and Release regarding annuitization of SERP benefits
by and between PG&E Corporation and Thomas G. Boren dated
December 20, 2002 (incorporated by reference to
PG&E Corporations Form 10-K for the year ended
December 31,
2002, (file No. 1-12609) Exhibit 10.37)                                                                                                                                                                                                                                                                                                                               





135




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|         |  |                                                                                                                                                                                                                                                                                                                              
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   |  | Description                                                                                                                                                                                                                                                                                                                  
|         |  |                                                                                                                                                                                                                                                                                                                              
|10.33   |  | PG&E Corporation Retirement Plan for Non-Employee Directors, as
amended and terminated January 1, 1998 (incorporated by
reference to PG&E Corporations Form 10-K for the year ended
December 31, 1997 (File No. 1-12609), Exhibit 10.13)                                                                                    
|10.34   |  | PG&E Corporation Long-Term Incentive Program, as amended May 16,
2001, including the PG&E Corporation Stock Option Plan,
Performance Unit Plan, and Non-Employee Director Stock Incentive
Plan (incorporated by reference to PG&E Corporations Form 10-Q
for the quarter ended June 30, 2001 (File No. 1-12609), Exhibit
10)
|10.35   |  | PG&E Corporation Executive Stock Ownership Program, amended as
of September 19, 2000 (incorporated by reference to PG&E
Corporations Form 10-K for the year ended December 31, 2000
(File No. 1-12609), Exhibit 10.20)                                                                                                      
|10.36   |  | PG&E Corporation Officer Severance Policy, amended as of
December 19, 2001 (incorporated by reference to PG&E
Corporations Form 10-K for the year ended December 31, 2002
(File No. 1-12609), Exhibit 10.43)                                                                                                                
|10.37   |  | PG&E Corporation Form of Restricted Stock Award Agreement
granted under the PG&E Corporation Long-Term Incentive Program (incorporated by reference to
PG&E Corporations Form 10-K
2003, for the year ended December 31, 2002 (File No. 1-12609) Exhibit 10.46)                                                             
|10.38   |  | PG&E Corporation Officer Grantor Trust Agreement dated April 1,
1998 (incorporated by reference to PG&E Corporations Form 10-Q
for the quarter ended March 31, 1998 (File No. 1-12609), Exhibit
10.2)                                                                                                                       
|10.39*   |  | Second Amended and Restated Wholesale Standard Offer Service
Agreement between the Narragansett Electric Company and USGen
New England, Inc., dated as of September 1, 1998.                                                                                                                                                 
|10.40*   |  | Second Amended and Restated Wholesale Standard Offer Service
Agreement among Massachusetts Electric Company, Nantucket
Electric Company and USGen New England, Inc., dated as of
September 1, 1998.                                                                                                                          
|10.41   |  | PG&E National Energy Group, Inc. Management
Retention/Performance Award Program.                                                                                                                                                                                                                                             
|10.41.1 |  | Letter regarding retention award to Thomas B. King dated
September 9, 2002.                                                                                                                                                                                                                                                  
|10.41.2 |  | Letter regarding retention award to P. Chrisman Iribe dated
September 9, 2002.                                                                                                                                                                                                                                               
|10.41.3 |  | Letter regarding retention award to Lyn E. Maddox dated
September 9, 2002.                                                                                                                                                                                                                                                   
|12.1     |  | Statement re Computation of Ratios. (incorporated by reference to
PG&E National Energy Group, Inc.s Form 10-K for the year
ended December 31, 2002 (File No. 333-66032), Exhibit 12.1)                                                                                                                                      
|21.1     |  | Subsidiaries of PG&E National Energy Group, Inc. (incorporated
by reference to PG&E National Energy Group, Inc.s Form
10-K for the year ended December 31, 2002 (File
No. 333-66032), Exhibit 21.1)                                                                                                                         
|24.1     |  | Power of
Attorney  Peter A. Darbee (incorporated by reference
to PG&E National Energy Group, Inc.s Form 10-K for the
year ended December 31, 2002 (File No. 333-66032), Exhibit
24.1)                                                                                                                                      
|24.2     |  | Power of
Attorney  Bruce R. Worthington, (incorporated by
reference to PG&E National Energy Group, Inc.s Form 10-K
for the year ended December 31, 2002 (File No. 333-66032),
Exhibit 24.2)                                                                                                                                
|99.1     |  | Certification of the Chief Executive Officer of PG&E National Energy Group, Inc. required
by Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                   
|99.2     |  | Certification of the Chief Financial Officer of PG&E National Energy Group, Inc. required
by Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                   



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* Incorporated by reference from the Registration Statement on Form S-4,
as amended, file no. 333-66032 filed by the Registrant with the SEC on July 27,
2001.

 Management contract or compensatory plan.





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