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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

| |  |                                                                                         
| |  | ----------------------------------------------------------------------------------------
| |  | Quarterly report pursuant to section 13 or 15(d) of the securities exchange act of 1934 
| |  |                                                                                         
| |  | Transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934

|                                      |  |                              
|------------------------------------- |  | -----------------------------
|For the Quarter Ended: March 31, 2002 |  | Commission File No. 333-42638

NRG Northeast Generating LLC
(Exact name of Registrant as specified in its charter)

|                                                                                                 |  |                                                
|------------------------------------------------------------------------------------------------ |  | -----------------------------------------------
|Delaware
(State or other jurisdiction
of incorporation or organization)                          |  | 41-1937472
(I.R.S. Employer
Identification No.)
|                                                                                                 |  |                                                
|901 Marquette Avenue, Suite 2300
Minneapolis, Minnesota
(Address of principal executive offices) |  | 55402
(Zip Code)                               

(612) 373-5300
(Registrants telephone number, including area code)

None
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports 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 |  | 
| |     |   |  |    | 

The Registrant meets the conditions set forth in General Instruction H (1) (a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.





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TABLE OF CONTENTS



|                                                                        |                                                            |  |  |  |  |  |  | 
|----------------------------------------------------------------------- | ---------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                                                 
|ITEM 1 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES                     
|                                                                        | CONSOLIDATED STATEMENT OF INCOME                          
|                                                                        | CONSOLIDATED BALANCE SHEETS                               
|                                                                        | CONSOLIDATED STATEMENT OF MEMBERS EQUITY                 
|                                                                        | CONSOLIDATED STATEMENT OF CASH FLOWS                      
|PART II                                                                
|ITEM 1 LEGAL PROCEEDINGS                                               
|ITEM 6 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
|                                                                        | CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
|SIGNATURES                                                             



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INDEX

|           |  |                                                                                                                          |  |         
|---------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | --------
|           |  |                                                                                                                          |  | Page No.
|           |  |                                                                                                                          |  |         
|Part I     |  |                                                                                                                          |  |         
|           |  |                                                                                                                          |  |         
|Item 1     |  | Consolidated Financial Statements and Notes                                                                              |  |         
|           |  |                                                                                                                          |  |         
|           |  | Consolidated Statement of Income                                                                                         |  | 1       
|           |  |                                                                                                                          |  |         
|           |  | Consolidated Balance Sheets                                                                                              |  | 2       
|           |  |                                                                                                                          |  |         
|           |  | Consolidated Statement of Members Equity                                                                                |  | 3       
|           |  |                                                                                                                          |  |         
|           |  | Consolidated Statement of Cash Flows                                                                                     |  | 4       
|           |  |                                                                                                                          |  |         
|           |  | Notes to Consolidated Financial Statements                                                                               |  | 5       
|           |  |                                                                                                                          |  |         
|Item 2     |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations                                    |  | 9       
|           |  |                                                                                                                          |  |         
|Item 3     |  | Quantitative and Qualitative Disclosures About Market
Risk (Omitted per general instruction H2 (a) and (b) of
Form 10-Q) |  |        
|           |  |                                                                                                                          |  |         
|Part II    |  |                                                                                                                          |  |         
|           |  |                                                                                                                          |  |         
|Item 1     |  | Legal Proceedings                                                                                                        |  | 12      
|           |  |                                                                                                                          |  |         
|Item 6     |  | Exhibits, Financial Statement Schedules, and Reports on
Form 8-K                                                         |  | 13      
|           |  |                                                                                                                          |  |         
|           |  | Cautionary Statement Regarding Forward Looking Information                                                               |  |         
|           |  |                                                                                                                          |  |         
|SIGNATURES |  |                                                                                                                          |  | 15      





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NRG NORTHEAST GENERATING LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS

|                             |                                     |   |                    |         |   |             |        |         |  
|---------------------------- | ----------------------------------- | - | ------------------ | ------- | - | ----------- | ------ | ------- | -
|                             |                                     |   | Three Months Ended |        
|                             |                                     |   | March 31,          |        
|                             |                                     |   | 2002               |         |   | 2001        |       
|                             |                                     |   |                    |         |   |             |       
|                             |                                     |   | (Unaudited)        |         |   | (Unaudited) |       
|                             |                                     |   |                    |         |   |             |       
|(In thousands)               |                                     |   |                    |         |   |             |        |        
|Operating revenues           |                                     |   |                    |         |   |             |        |        
|                             | Revenues                            |   | $                  | 131,568 |   |             | $      | 275,732 |  
|Operating costs and expenses |                                     |   |                    |         |   |             |        |        
|                             | Operating costs                     |   |                    | 98,035  |   |             |        | 195,389 |  
|                             | Depreciation                        |   |                    | 12,311  |   |             |        | 11,983  |  
|                             | General and administrative expenses |   |                    | 3,672   |   |             |        | 4,181   |  
|                             |                                     |   |                    |         |   |            
|Operating income             |                                     |   | 17,550             |         |   |             | 64,179 |        
|Other income (expense)       |                                     |   |                    |         |   |             |        |        
|                             | Other income, net                   |   |                    | 223     |   |             |        | 590     |  
|                             | Interest expense                    |   |                    | (15,633 | ) |             |        | (15,291 | )
|                             |                                     |   |                    |         |   |            
|Net income                   |                                     | $ | 2,140              |         |   | $           | 49,478 |        
|                             |                                     |   |                    |         |   |             |       

See accompanying notes to consolidated financial statements.

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NRG NORTHEAST GENERATING LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

|                                                                                      |                                              |                                       |           |             |           |  |              |         |           | 
|------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------- | --------- | ----------- | --------- |  | ------------ | ------- | --------- | 
|                                                                                      |                                              |                                       |           | March 31,   |           |  | December 31, |        
|                                                                                      |                                              |                                       |           | 2002        |           |  | 2001         |        
|                                                                                      |                                              |                                       |           |             |           |  |              |        
|                                                                                      |                                              |                                       |           | (Unaudited) |           |  | (Unaudited)  |        
|                                                                                      |                                              |                                       |           |             |           |  |              |        
|(In thousands)                                                                        |                                              |                                       |           |             |           |  |              |        
|Assets                                                                                |                                              |                                       |           |             |           |  |              |        
|Current Assets:                                                                       |                                              |                                       |           |             |           |  |              |        
|                                                                                      | Cash and cash equivalents                    |                                       | $         | 8,762       |           |  | $            | 370     |          
|                                                                                      | Accounts receivable                          |                                       |           | 58,611      |           |  |              | 56,025  |          
|                                                                                      | Inventory                                    |                                       |           | 158,166     |           |  |              | 172,215 |          
|                                                                                      | Prepaid expenses                             |                                       |           | 39,827      |           |  |              | 20,116  |          
|                                                                                      |                                              |                                       |           |             |           | 
|                                                                                      |                                              | Total current assets                  |           |             | 265,366   |  |              |         | 248,726   | 
|Property, plant & equipment, net of accumulated depreciation
of $125,999 and $113,688 |                                              |                                       | 1,398,002 |             |           |  | 1,403,318    |        
|Deferred finance costs, net of accumulated amortization of
$851 and $750              |                                              |                                       | 9,305     |             |           |  | 9,406        |        
|Derivative instruments valuation  at market                                          |                                              |                                       | 99,837    |             |           |  | 109,017      |        
|Other assets, net of accumulated amortization of $1,961 and
$1,737                    |                                              |                                       | 24,039    |             |           |  | 24,263       |        
|                                                                                      |                                              |                                       |           |             |           | 
|                                                                                      |                                              | Total assets                          |           | $           | 1,796,549 |  |              | $       | 1,794,730 | 
|                                                                                      |                                              |                                       |           |             |           | 
|Liabilities and Members Equity                                                       |                                              |                                       |           |             |           |  |              |        
|Liabilities:                                                                          |                                              |                                       |           |             |           |  |              |        
|                                                                                      | Current portion of long-term debt            |                                       | $         | 107,000     |           |  | $            | 107,000 |          
|                                                                                      | Accounts payable                             |                                       |           | 2,158       |           |  |              | 2,550   |          
|                                                                                      | Accounts payable  affiliates                |                                       |           | 14,569      |           |  |              |        |          
|                                                                                      | Accrued fuel and purchased power expense     |                                       |           | 12,432      |           |  |              | 27,049  |          
|                                                                                      | Accrued interest                             |                                       |           | 15,868      |           |  |              | 2,302   |          
|                                                                                      | Other accrued liabilities                    |                                       |           | 47,110      |           |  |              | 41,086  |          
|                                                                                      | Derivative instruments valuation  at market |                                       |           | 33,210      |           |  |              | 32,504  |          
|                                                                                      |                                              |                                       |           |             |           | 
|                                                                                      |                                              | Total current liabilities             |           |             | 232,347   |  |              |         | 212,491   | 
|Long-term debt                                                                        |                                              |                                       | 503,000   |             |           |  | 503,000      |        
|Other long-term liabilities                                                           |                                              |                                       | 24,348    |             |           |  | 24,655       |        
|                                                                                      |                                              |                                       |           |             |           | 
|                                                                                      |                                              | Total liabilities                     |           |             | 759,695   |  |              |         | 740,146   | 
|Commitments and contingencies                                                         |                                              |                                       |           |             |           |  |              |        
|Members equity                                                                       |                                              |                                       | 1,036,854 |             |           |  | 1,054,584    |        
|                                                                                      |                                              |                                       |           |             |           | 
|                                                                                      |                                              | Total liabilities and members equity |           | $           | 1,796,549 |  |              | $       | 1,794,730 | 
|                                                                                      |                                              |                                       |           |             |           |  |             

See accompanying notes to consolidated financial statements.

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NRG NORTHEAST GENERATING LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF MEMBERS EQUITY
(Unaudited)

|                                                                 |  |                |         |   |             |                |         |               |       |             |          |       |  |   |           |  
|---------------------------------------------------------------- |  | -------------- | ------- | - | ----------- | -------------- | ------- | ------------- | ----- | ----------- | -------- | ----- |  | - | --------- | -
|                                                                 |  |                |         |   |             |                |         |               |       | Accumulated |          |       |  |   |          
|                                                                 |  | Member         |         |   |             |                |         |               | Other |             |          | Total | 
|                                                                 |  | Contributions/ |         |   | Accumulated |                |         | Comprehensive |       |             | Members |      
|                                                                 |  | Distributions  |         |   | Net Income  |                |         | Income        |       |             | Equity   |      
|                                                                 |  |                |         |   |             |                |         |               |       |             |          |      
|                                                                 |  |                |         |   |             | (In thousands) |         |               |       |             |         
|Balances at December 31, 2000                                    |  | $              | 788,315 |   |             | $              |        |               |       |             |         |       |  | $ | 788,315   |  
|                                                                 |  |                |         |   |             |                |         |               |       |             |          |      
|Cumulative effect upon adoption of SFAS No.
133                  |  | $              |        |   |             | $              |        |               |       | $           | 14,100   |       |  | $ | 14,100    |  
|Impact of SFAS No. 133 for the three months
ended March 31, 2001 |  |                |        |   |             |                |        |               |       |             | 78,286   |       |  |   | 78,286    |  
|Net income                                                       |  |                |        |   |             |                | 49,478  |               |       |             |         |       |  |   | 49,478    |  
|                                                                 |  |                |         |   |             |                |         |               |       |             |          |      
|Comprehensive income                                             |  |                |        |   |             |                | 49,478  |               |       |             | 92,386   |       |  |   | 141,864   |  
|Distributions to member, net                                     |  |                | (66,520 | ) |             |                | (49,478 | )             |       |             |         |       |  |   | (115,998  | )
|                                                                 |  |                |         |   |             |                |         |               |       |             |          |      
|Balances at March 31, 2001                                       |  | $              | 721,795 |   |             | $              |        |               |       | $           | 92,386   |       |  | $ | 814,181   |  
|                                                                 |  |                |         |   |             |                |         |               |       |             |          |      
|Balances at December 31, 2001                                    |  | $              | 788,315 |   |             | $              | 158,528 |               |       |             | 107,741  |       |  | $ | 1,054,584 |  
|                                                                 |  |                |         |   |             |                |         |               |       |             |          |      
|Impact of SFAS No. 133 for the three months
Ended March 31, 2002 |  |                |        |   |             |                |        |               |       |             | (19,870  | )     |  |   | (19,870   | )
|Net income                                                       |  |                |        |   |             |                | 2,140   |               |       |             |         |       |  |   | 2,140     |  
|                                                                 |  |                |         |   |             |                |         |               |       |             |          |      
|Comprehensive income                                             |  |                |        |   |             |                | 2,140   |               |       |             | (19,870  | )     |  |   | (17,730   | )
|                                                                 |  |                |         |   |             |                |         |               |       |             |          |      
|Balances at March 31, 2002                                       |  | $              | 788,315 |   |             | $              | 160,668 |               |       | $           | 87,871   |       |  | $ | 1,036,854 |  
|                                                                 |  |                |         |   |             |                |         |               |       |             |          |      

See accompanying notes to consolidated financial statements.

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NRG NORTHEAST GENERATING LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS

|                                                 |                                                                                            |                                          |                                          |        |                    |         |          |             |        |         |  
|------------------------------------------------ | ------------------------------------------------------------------------------------------ | ---------------------------------------- | ---------------------------------------- | ------ | ------------------ | ------- | -------- | ----------- | ------ | ------- | -
|                                                 |                                                                                            |                                          |                                          |        | Three Months Ended |        
|                                                 |                                                                                            |                                          |                                          |        | March 31,          |        
|                                                 |                                                                                            |                                          |                                          |        | 2002               |         |          | 2001        |       
|                                                 |                                                                                            |                                          |                                          |        |                    |         |          |             |       
|                                                 |                                                                                            |                                          |                                          |        | (Unaudited)        |         |          | (Unaudited) |       
|                                                 |                                                                                            |                                          |                                          |        |                    |         |          |             |       
|(In thousands)                                   |                                                                                            |                                          |                                          |        |                    |         |          |            
|Cash flows from operating activities:            |                                                                                            |                                          |                                          |        |                    |         |          |            
|                                                 | Net income                                                                                 |                                          | $                                        | 2,140  |                    |         | $        | 49,478      |       
|                                                 | Adjustments to reconcile net income to net cash
provided by (used in) operating activities |                                          |                                          |        |                    |         |          |             |       
|                                                 |                                                                                            | Depreciation                             |                                          |        | 12,311             |         |          |             | 11,983 |        
|                                                 |                                                                                            | Amortization of other assets             |                                          |        | 224                |         |          |             | 217    |        
|                                                 |                                                                                            | Amortization of deferred financing costs |                                          |        | 101                |         |          |             | 108    |        
|                                                 |                                                                                            | Unrealized gains on energy contracts     |                                          |        | (9,984             | )       |          |             | (1,192 | )      
|                                                 |                                                                                            | Changes in assets and liabilities:       |                                          |        |                    |         |          |             |        |        
|                                                 |                                                                                            |                                          | Accounts receivable                      |        |                    | (2,586  | )        |             |        | 54,063  |  
|                                                 |                                                                                            |                                          | Inventories                              |        |                    | 14,049  |          |             |        | (16,500 | )
|                                                 |                                                                                            |                                          | Prepaid expenses                         |        |                    | (19,711 | )        |             |        | (1,093  | )
|                                                 |                                                                                            |                                          | Accounts payable                         |        |                    | (392    | )        |             |        | (954    | )
|                                                 |                                                                                            |                                          | Accounts payable  affiliates            |        |                    | 14,569  |          |             |        | 61,940  |  
|                                                 |                                                                                            |                                          | Accrued interest                         |        |                    | 13,566  |          |             |        | 15,303  |  
|                                                 |                                                                                            |                                          | Accrued fuel and purchased power expense |        |                    | (14,617 | )        |             |        | (7,829  | )
|                                                 |                                                                                            |                                          | Other accrued liabilities                |        |                    | 6,024   |          |             |        | (336    | )
|                                                 |                                                                                            |                                          | Other liabilities                        |        |                    | (307    | )        |             |        | (170    | )
|                                                 |                                                                                            |                                          |                                          |        |                    |        
|Net cash provided by operating activities        |                                                                                            |                                          | 15,387                                   |        |                    |         | 165,018  |            
|                                                 |                                                                                            |                                          |                                          |        |                    |        
|Cash flows from investing activities:            |                                                                                            |                                          |                                          |        |                    |         |          |            
|                                                 | Capital expenditures                                                                       |                                          |                                          | (6,995 | )                  |         |          | (2,698      | )     
|                                                 |                                                                                            |                                          |                                          |        |                    |        
|Net cash used in investing activities            |                                                                                            |                                          | (6,995                                   | )      |                    |         | (2,698   | )          
|                                                 |                                                                                            |                                          |                                          |        |                    |        
|Cash flows from financing activities:            |                                                                                            |                                          |                                          |        |                    |         |          |            
|                                                 | Distribution to member                                                                     |                                          |                                          |       |                    |         |          | (115,998    | )     
|                                                 | Deferred financing costs                                                                   |                                          |                                          |       |                    |         |          | (199        | )     
|                                                 |                                                                                            |                                          |                                          |        |                    |         |         
|Net cash used in financing
activities            |                                                                                            |                                          |                                         |        |                    |         | (116,197 | )          
|                                                 |                                                                                            |                                          |                                          |        |                    |         |         
|Net increase in cash and cash
equivalents        |                                                                                            |                                          | 8,392                                    |        |                    |         | 46,123   |            
|Cash and cash equivalents at beginning of period |                                                                                            |                                          | 370                                      |        |                    |         | 2,444    |            
|                                                 |                                                                                            |                                          |                                          |        |                    |        
|Cash and cash equivalents at end of period       |                                                                                            | $                                        | 8,762                                    |        |                    | $       | 48,567   |            
|                                                 |                                                                                            |                                          |                                          |        |                    |         |         

See accompanying notes to consolidated financial statements.

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NRG NORTHEAST GENERATING LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NRG Northeast Generating LLC (the Company or NRG Northeast), a
wholly-owned indirect subsidiary of NRG Energy, Inc. (NRG), owns electric power
generation plants in the northeastern region of the United States. The Company
was formed for the purpose of financing, acquiring, owning, operating and
maintaining, through its subsidiaries and affiliates; facilities owned by
Arthur Kill Power LLC, Astoria Gas Turbine Power LLC, Connecticut Jet Power
LLC, Devon Power LLC, Dunkirk Power LLC, Huntley Power LLC, Middletown Power
LLC, Montville Power LLC, Norwalk Harbor Power LLC, Oswego Harbor Power LLC and
Somerset Power LLC.

As of December 31, 1999, the Company held a 99% interest in Arthur Kill
Power LLC, Astoria Gas Turbine Power LLC, Dunkirk Power LLC, Huntley Power LLC,
Oswego Harbor Power LLC and Somerset Power LLC. Northeast Generating Holding
LLC and NRG Eastern LLC each held a minority interest of 0.5% in Arthur Kill
Power LLC (Arthur Kill Power), Astoria Gas Turbine Power LLC (Astoria Gas
Turbine Power), Dunkirk Power LLC, Huntley Power LLC (Huntley Power), Oswego
Harbor Power LLC (Oswego Power) and Somerset Power LLC.

NRG Connecticut Generating LLC, a wholly-owned subsidiary of NRG, owned
100% of Connecticut Jet Power LLC, Devon Power LLC, Middletown Power LLC,
Montville Power LLC and Norwalk Harbor Power LLC.

Effective January 1, 2000, the minority ownership interests held by
Northeast Generating Holding LLC and NRG Eastern LLC as well as the ownership
interest held by NRG Connecticut Generating LLC were transferred to the
Company. Since all assets and operations were under common ownership and
control since April 27, 1999 (inception), the consolidated financial statements
have been presented on a combined basis without minority interest.

Additional information regarding the Company can be found in NRG Energys
Form 10-K for the year ended December 31, 2001.

The accompanying unaudited consolidated financial statements have been
prepared in accordance with the SEC regulations for interim financial
information and with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The accounting
policies followed by the Company are set forth in Item 8  Note 2 to the
Companys financial statements in its annual report on Form 10-K for the year
ended December 31, 2001 (Form 10-K). The following notes should be read in
conjunction with such policies and other disclosures in the Form 10-K. Interim
results are not necessarily indicative of results for a full year.

In the opinion of management, the accompanying unaudited interim financial
statements contain all material adjustments necessary to present fairly the
consolidated financial position of the Company as of March 31, 2002 and
December 31, 2001, the results of its operations for the three months ended
March 31, 2002 and 2001, and its cash flows and members equity for the three
months ended March 31, 2002 and 2001.

Certain prior-year amounts have been reclassified for comparative
purposes. These reclassifications had no effect on net income or total
members equity as previously reported.

1. LONG-TERM DEBT

On February 22, 2000, the Company issued $750 million of senior secured
bonds to refinance short-term project borrowings and for certain other
purposes. The bond offering included three tranches: $320 million with an
interest rate of 8.065% due in 2004; $130 million with an interest rate of
8.842% due in 2015; and $300 million with an interest rate of 9.292% due in
2024. Principal payments are made semi-annually with $107,000,000 due in 2002,
$35,000,000 due in 2003, $38,000,000 due in 2004, and no payments due in 2005
and 2006. The remaining $430,000,000 is due between June 15, 2007 and December
15, 2024. The bonds are jointly and severally guaranteed by each of NRG
Northeasts existing and future subsidiaries. The bonds are secured by a
security interest in NRG Northeasts membership or other ownership interests in
the guarantors and its rights under all intercompany notes between NRG
Northeast and the guarantors. At March 31, 2002, there remains $610 million of
outstanding bonds.

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2  Inventory



| |  | Inventory consists of spare parts, coal, fuel oil and kerosene and is
stated at the lower of weighted average cost or market.
| |  | -----------------------------------------------------------------------------------------------------------------------------
|
| |  | Inventory consisted of:                                                                                                      

|               |       |                |        |         |                   |   |        |         | 
|-------------- | ----- | -------------- | ------ | ------- | ----------------- | - | ------ | ------- | 
|(In thousands) |       | March 31, 2002 |        |         | December 31, 2001 |  
|               |       |                |        |         |                   |  
|Fuel oil       |       | $              | 72,087 |         |                   | $ | 83,857 |        
|Spare parts    |       |                | 59,055 |         |                   |   | 57,901 |        
|Coal           |       |                | 25,796 |         |                   |   | 29,179 |        
|Kerosene       |       |                | 1,218  |         |                   |   | 1,268  |        
|Other          |       |                | 10     |         |                   |   | 10     |        
|               |       |                |        |         |                   |  
|               | Total |                | $      | 158,166 |                   |   | $      | 172,215 | 
|               |       |                |        |         |                   |  

3  Property, Plant and Equipment, net



| |  | Property, plant and equipment are stated at cost. Depreciation is
computed on a straight-line basis over the following estimated useful
lives:
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------

|                                    |  |               
|----------------------------------- |  | --------------
|Facilities, machinery and equipment |  | 25 to 30 years
|Office furnishings and equipment    |  | 3 to 10 years 



| |  | Property, Plant and Equipment consisted of:
| |  | -------------------------------------------

|                                    |                                    |                |           |           |                   |   |           |           | 
|----------------------------------- | ---------------------------------- | -------------- | --------- | --------- | ----------------- | - | --------- | --------- | 
|(In thousands)                      |                                    | March 31, 2002 |           |           | December 31, 2001 |  
|                                    |                                    |                |           |           |                   |  
|Facilities, machinery and equipment |                                    | $              | 1,440,909 |           |                   | $ | 1,441,428 |          
|Land                                |                                    |                | 51,920    |           |                   |   | 51,920    |          
|Construction in progress            |                                    |                | 29,713    |           |                   |   | 22,206    |          
|Office furnishings and equipment    |                                    |                | 1,459     |           |                   |   | 1,452     |          
|Accumulated depreciation            |                                    |                | (125,999  | )         |                   |   | (113,688  | )        
|                                    |                                    |                |           |           |                   |  
|                                    | Property, Plant and Equipment, net |                | $         | 1,398,002 |                   |   | $         | 1,403,318 | 
|                                    |                                    |                |           |           |                   |  

4. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY

On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities
(SFAS No. 133), as amended by SFAS No. 137 and SFAS No. 138. SFAS No. 133
requires the Company to record all derivatives on the balance sheet at fair
value. Changes in the fair value of non-hedge derivatives are immediately
recognized in earnings. Derivatives that have been designated as hedges of
assets, liabilities or firm commitments, are accounted for using the fair value
method. Changes in the fair value of these instruments are recognized in
earnings as offsets to the changes in the fair value of the related hedged
assets, liabilities and firm commitments. Derivatives that have been designated
as hedges of forecasted transactions are accounted for using the cash flow
method. Changes in the fair value of these instruments are deferred and
recorded as a component of accumulated other comprehensive income (OCI) until
the hedged transactions occur and are recognized in earnings. Reclassifications
of the deferred gains and losses are included on the same line of the statement
of operations in which the hedged item is recorded. The ineffective portion of
the change in fair value of a derivative instrument designated as a cash flow
hedge is immediately recognized in earnings. The Company formally assesses both
at inception and at least quarterly thereafter, whether the derivatives used in
hedging transactions are highly effective in offsetting the changes in either
the fair value or cash flows of the hedged item. This assessment includes all
components of each derivatives gain or loss unless otherwise noted. When it is
determined that a derivative ceases to be a highly effective hedge, hedge
accounting is discontinued.

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SFAS No. 133 applies to the Companys long-term power sales contracts,
long-term gas purchase contracts and other energy related commodities financial
instruments used to mitigate variability in earnings due to fluctuations in
spot market prices, hedge fuel requirements at generation facilities and
protect investments in fuel inventories. At March 31, 2002, the Company had
various commodity contracts extending through 2018.

Accumulated Other Comprehensive Income

The following table summarizes the effects of SFAS No. 133 on the
Companys Other Comprehensive Income balance as of March 31, 2002:

|                                                                 |                                                   |             |         |         |  
|---------------------------------------------------------------- | ------------------------------------------------- | ----------- | ------- | ------- | -
|                                                                 |                                                   |             | Energy  |        
|Gains/(Losses) in $ thousands                                    |                                                   | Commodities |        
|                                                                 |                                                   |             |        
|OCI balance at December 31, 2001                                 |                                                   | $           | 107,741 |        
|                                                                 | Unwound from OCI during period:                   |             |         |         |  
|                                                                 |  due to unwinding of previously deferred amounts |             |         | (3,846  | )
|                                                                 | Mark to market of hedge contracts                 |             |         | (16,024 | )
|                                                                 |                                                   |             |        
|OCI balance at March 31, 2002                                    |                                                   | $           | 87,871  |        
|                                                                 |                                                   |             |        
|Gains/(Losses) expected to unwind from OCI during next 12
months |                                                   | $           | 42,146  |        

During the three months ended March 31, 2002, the Company recorded a loss
in OCI of approximately $19.9 million related to changes in the fair values of
derivatives accounted for as hedges. The net balance in OCI relating to SFAS
No. 133 as of March 31, 2002 was a gain of approximately $87.9 million. The
Company expects $42.1 million of the deferred net gains on derivative
instruments accumulated in OCI to be recognized as earnings during the next
twelve months.

Statement of Operations

The following tables summarize the effects of SFAS No. 133 on the
Companys statement of operations for the three months period ended March 31, 2002:

|                              |                                      |             |        |       |  |      |       |       | 
|----------------------------- | ------------------------------------ | ----------- | ------ | ----- |  | ---- | ----- | ----- | 
|                              |                                      |             | Energy |      
|Gains/(Losses) in $ thousands |                                      | Commodities |       
|                              |                                      |             |       
|                              |                                      |             | 2002   |       |  | 2001 |      
|                              |                                      |             |        |       |  |      |      
|Revenues                      |                                      | $           | 3,930  |       |  |      |      |      
|Operating costs               |                                      |             | 6,054  |       |  | $    | 1,192 |      
|                              |                                      |             |        |       |  |     
|                              | Total statement of operations impact |             | $      | 9,984 |  |      | $     | 1,192 | 
|                              |                                      |             |        |       |  |     

|                                               |                                         |                                      |   |        |       |  |      |       |       | 
|---------------------------------------------- | --------------------------------------- | ------------------------------------ | - | ------ | ----- |  | ---- | ----- | ----- | 
|                                               |                                         |                                      |   | Energy |      
|Gains/(Losses) in $ thousands                  |                                         | Commodities                          |  
|                                               |                                         |                                      |  
|                                               |                                         |                                      |   | 2002   |       |  | 2001 |      
|                                               |                                         |                                      |   |        |       |  |      |      
|Net gain/(loss) recognized in earnings due to: |                                         |                                      |   |        |       |  |      |      
|                                               |  instrument not accounted for as hedge |                                      | $ | 9,984  |       |  | $    | 1,192 |      
|                                               |                                         |                                      |   |        |       |  |     
|                                               |                                         | Total statement of operations impact |   | $      | 9,984 |  |      | $     | 1,192 | 
|                                               |                                         |                                      |   |        |       |  |     

During the three months ended March 31, 2002 and 2001, the Company
recognized no gain or loss due to ineffectiveness of commodity cash flow
hedges.

The Companys earnings for the three months ended March 31, 2002 and 2001
were increased by an unrealized gain of $10.0 million and $1.2 million,
respectively, associated with changes in the fair value of energy related
derivative instruments not accounted for as hedges in accordance with SFAS No.
133.

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5. REGULATORY ISSUES

New England

On April 26, 2001 the Federal Energy Regulatory Commission (FERC)
approved with a July 2001 implementation date, a change in the energy market
bidding structure in New England from a one part bidding structure with hourly
uplift compensation to a three part bidding system with Net Commitment Period
Compensation (NCPC). Under this three part bidding system, a supplier submits
separate bids for energy, start up costs and no load. Also under this revised
bidding structure, a supplier is guaranteed of receiving an amount at least
equal to the combination of its start up, no load and accepted energy bids over
the course of the day when it is dispatched to run in the energy market. The
impact of this change is that payments for operations dispatched out-of-merit,
or from operations required to relieve transmission congestion are evaluated
over a twenty-four hour period and compensation is paid if the monies received
from the energy market are insufficient to cover the as-bid offer. Previously,
payments for out-of-merit energy was awarded on an hourly basis and therefore
payments received for out-of-merit energy under three part bidding with NCPC
are expected to be lower than under previously single part bid market.

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On August 28, 2001, the FERC ruled that a capacity deficiency of $4.87 per KW
per month was appropriate. The deficiency charge acts as a price cap for the
Installed Capacity (ICAP) market because load-serving entities (LSE) that
do not satisfy their ICAP purchase obligation must pay the deficiency charge.
Previous to this ruling, a temporary deficiency charge of $0.17 per KW per
month existed. In the same order, the FERC rejected ISO-NEs proposed
afterthe-fact cure period for LSEs ICAP purchase obligation.

Effective May 1, 2002 certain rule changes went into effect which reflect
in part the recommendations made by ISO-NEs market advisor, David Patton.
Rule changes that are intended to improve the efficiency of the price signal
for energy during high load periods include amending eligibility requirements
for resources eligible to set the clearing prices, changes to reserve markets
including the inclusion of Replacement Reserves in the Thirty Minute Operating
Reserve Markets and rules on transaction across the tie lines to NY.

New York

On October 31, 2001, the extension of the New York City mitigation
measures to the real time market and out-of-merit dispatches expired.
Consolidated Edison Company of New York (ConEd) has requested an extension of
the expanded mitigation measures. On November 27, 2001, the FERC denied this
request and directed the NYISO to address the concerns of ConEd in a
comprehensive mitigation filing, which is referenced below. On March 20, 2002,
the NYISO filed its comprehensive mitigation proposal with the FERC. Under the
proposal, the Day-Ahead energy market (DAM) bids of New York City suppliers
would continue to be mitigated under the existing ConEd mitigation rules with
the following changes. Specifically, the DAM bid for each hour, would be
compared to the energy price at the Indian Point 2 bus and if the In-City bid
exceeded the Indian Point 2 price by more than 107%, all of the DAM energy bids
of the supplier would be mitigated to a reference price. The reference price
represents either an average of accepted energy bids in the DAM over the last
thirty days or a level negotiated with the NYISO. Regarding the real-time
energy market (RTM), the NYISO proposal for New York City restricts the
ability of a facility to bid above its reference price according to the level
of congestion In-City. If congestion prohibits energy from being imported into
the City and is also present within the New York City loads pockets, the NYISO
proposal would restrict the ability to bid above the reference price by
approximately two percent. If there is no congestion found in New York City,
the facilities can bid approximately one hundred dollars above its referenced
price. Currently, the New York City mitigation measures only apply in the
day-ahead market (DAM). The effect of the expiration of part of these mitigation
measures means that in the real time market and out-of-merit dispatches, the
Companys generating assets in New York City are subject only to the NYISOs
New York state mitigation measures.

On April 30 2002, , the automatic mitigation measure for the entire New
York State DAM expired. On May 1, 2002, , the FERC approved a NYISO request for
extension of the automatic mitigation procedures until May 31, 2002. The
extension was granted to permit the FERC to consider the NYISOs comprehensive
mitigation proposal noted above. The automatic mitigation measures evaluate a
suppliers bids to determine if (1) the bid exceeds the suppliers historically
accepted bids (over the past 90 days) by more than $100 and (2) that there is
an impact on the state-wide or a portion of the states energy price by more
than $100. If both of these occur, the suppliers energy bid is reduced to the
facilitys historically accepted bids. The impact of the expiration of the
automatic mitigation measures means that the Company and other market
participants have greater flexibility in submitting bids in the DAM.

The New York energy markets are subject to a price cap of $1,000 per MWh. This
cap will continue indefinitely.

On September 4, 2001, the FERC approved the request of the NYISO to revise
the ICAP market to one based on unforced capacity similar to the capacity
market in the Pennsylvania New Jersey Maryland Interconnection. The change from
a capacity market that is based on ICAP to one based on unforced capacity
requires that certain New York City Capacity requirements be revised to reflect
the change. Under ICAP methodology, ICAP sold by the Company and other New York
City generators was capped at $105 per KW year. In the September 4th order, the
FERC increased the price cap to approximately $112 per KW year. Also in the
order the FERC reduced the amount of In-City Capacity an LSE must purchase by
8.6%. The amount of New York City capacity that can be sold as unforced
capacity is dependent on the availability of the generating assets to NYISO
dispatch instructions. Initially, the FERC reduced the amount of capacity
available from New York City generation by approximately 7.1%. The effect of
these changes is that the capacity price cap is higher while the amount of
capacity an LSE must purchase from New York City generation and the amount of
available New York City generating capacity is reduced.

ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS

Managements Discussion and Analysis of Financial Condition is omitted per
conditions as set forth in General Instructions H (1) (a) and (b) of Form 10-Q
for wholly owned subsidiaries. It is replaced with managements narrative
analysis of the results of operations as permitted by General Instructions H
(2) (a) of Form 10-Q for wholly owned subsidiaries (reduced disclosure format).
This analysis will primarily compare the Companys revenue and expense items
for the quarter ended March 31, 2002 with the quarter ended March 31, 2001.

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RESULTS OF OPERATIONS

For the quarter ended March 31, 2002 compared to the quarter ended March 31, 2001

Operating Revenues

For the quarter ended March 31, 2002, the Company had total revenues of $131.6
million, compared to $275.7 million for the quarter ended March 31, 2001, a
decrease of $144.1 million or 52.3%. The decrease in revenues for the quarter
ended March 31, 2002 versus the same period in 2001 is due to a combination of
lower capacity revenues realized  of approximately $32 million and an unseasonably warm winter which reduced
demand of electricity causing production to decline by 49% compared with the
same period in 2001.

Cost of Operations

Operating costs were $98.0 million for the quarter ended March 31, 2002
compared to $195.4 million for the quarter ended March 31, 2001, a decrease of
$97.4 million, or 49.8%. Cost of operations primarily consisted of expenses for fuel,
and plant operations and maintenance. The decrease in operating costs is
primarily due to reduced fuel costs driven by significantly lower generating
levels in the period combined with a general decline in market prices for fuel
as compared with the same period in 2001. The decrease in fuel costs were
partially offset by unrealized gains on energy contracts. The
operating margins as a percentage of revenues for the quarter ended
March 31, 2002 in comparison with the same period a year ago
decreased from 29.1% for the quarter end March 31, 2001 to 25.4% for the
quarter ended March 31, 2002.  The decrease can be attributed to the
decline in the average price realized per megawatt hour generated by
the company. New regulatory rules in effect for the quarter ended
March 31, 2002 reduced price volatility particularly in
New York City where the Company's Plants sell into the merchant
market.

Fuel expense for the quarter ended March 31, 2002 was $45.9 million compared to
$138.3 million for the quarter ended March 31, 2001. Fuel expense for the
quarter ended March 31, 2002 represented 34.9% of revenues compared to 50.2%
for the quarter ended March 31, 2001. Fuel expense included $22.9 million of
coal, $14.8 million of natural gas, $14.3 million of fuel oil, diesel and other
related costs, partially offset by $6.1 million of unrealized gains on energy
contracts for the quarter ended March 31, 2002. For the quarter ended March
31, 2001 fuel expense included $36.4 million of coal, $22.0 million of natural
gas, $81.1 million of fuel oil, diesel and other related costs, partially
offset by $1.2 million of unrealized gains on energy contracts for the quarter
ended March 31, 2001.

Plant operations and maintenance expense for the quarter ended March 31, 2002
was $52.1 million compared to $57.1 million for the quarter ended March 31,
2001. Plant operations and maintenance expense for the quarter ended March 31,
2002 represented 39.6% of revenue, and included labor and benefits under
operating service agreements of $18.1 million, maintenance parts, supplies and
services of $19.2 million and property taxes and other expense of $14.8
million. Plant operations and maintenance expense for the quarter ended March
31, 2001 represented 20.7% of revenue, and included labor and benefits under
operating service agreements of $18.1 million, maintenance parts, supplies and
services of $21.6 million and property taxes and other expenses of $17.4
million.

Depreciation

Depreciation costs were $12.3 million for the quarter ended March 31, 2002,
which is an increase of $0.3 million, or 2.7% from the quarter ended March 31,
2001. The depreciation expense was primarily related to the acquisition costs
of the facilities, which are being depreciated over twenty-five to thirty
years.

General and Administrative Expenses

General and administrative expenses were $3.7 million for the quarter ended
March 31, 2002, compared to $4.2 million for the quarter ended March 31, 2001,
a decrease of $0.5 million or 12.2%. For the quarter ended March 31, 2002,
general and administrative expenses represented 2.8% of revenues compared to
1.5% for the quarter ended March 31, 2001. General and administrative expenses
include costs for outside legal and other contract services, payments to NRG
Energy for corporate services, expenses related to office administration, as
well as costs for certain employee benefits incurred under operating service
agreements.

Interest Expense

Interest expense for the quarter ended March 31, 2002 was $15.6 million
compared to $15.3 million for the quarter ended March 31, 2001, an increase of
$0.3 million or 2.2%. Interest expense relates to the amortization of
deferred finance costs and interest on the senior secured bonds issued on
February 22, 2000. Interest expense on the senior secured bonds decreased by
$1.6 million in the first quarter of 2002 compared to 2001 due primarily to the
declining average principle amounts outstanding. Offsetting this decrease was
a $2.0

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million increase in interest expense pursuant to interest penalty payments made
by the Company in 2002 related to New York State import tax.

Other Income

Other income for the quarter ended March 31, 2002 was $0.2 million compared to
$0.6 million for the quarter ended March 31, 2001, an decrease of $0.4 million
or 62.2%. The majority of the income relates to interest income
earned on cash and cash equivalant  balances.

New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (the FASB) issued
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets(SFAS No. 142). SFAS No. 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized but
instead be tested for impairment in accordance with SFAS No. 121, Accounting
for the Impairment of Long-lived Assets and for Long-lived Assets to Be
Disposed Of(SFAS No. 121). Goodwill will no longer be amortized to comply with
the provisions of SFAS No. 142. Instead, goodwill and intangible assets that
will not be amortized should be tested for impairment annually and on an
interim basis if an event occurs or a circumstance changes between annual tests
that may reduce the fair value of a reporting unit below its carrying value. An
impairment test is required to be performed within six months of the date of
adoption, and the first annual impairment test must be performed in the year
the statement is initially adopted. NRG Northeast Generating LLC and its
subsidiaries have adopted the provisions of SFAS No. 142 effective January 1,
2002. No impairments on assets were recorded upon adopting SFAS 142 on January
1, 2002.

In June 2001, FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations(SFAS No. 143). This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. SFAS No. 143 requires an
entity to recognize the fair value of a liability for an asset retirement
obligation in the period in which it is incurred. Upon initial recognition of a
liability for an asset retirement obligation, an entity shall capitalize an
asset retirement cost by increasing the carrying amount of the related
long-lived asset by the same amount as the liability. SFAS No. 143 is effective
for financial statements issued for fiscal years beginning after June 15, 2002.
NRG Northeast has not completed its analysis of SFAS No. 143.

In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets(SFAS No. 144). This statement
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets. SFAS No. 144 retains and expands upon the fundamental
provisions of existing guidance related to the recognition and measurement of
the impairment of long-lived assets to be held and used and the measurement of
long-lived assets to be disposed of by sale. Generally, the provisions of SFAS
No. 144 are effective for financial statements issued for fiscal years
beginning after December 15, 2001. NRG Northeast Generating LLC and its
subsidiaries have adopted SFAS No. 144 effective January 1, 2002. No
impairments were recognized as a result of adopting SFAS No. 144 on January 1,
2002.

In April 2002, FASB issued SFAS No.
145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections (SFAS No. 144), that
supercedes previous guidance for the reporting of gains and losses
from extinguishment of debt and accounting for leases, among other
things, SFAS No. 145 requires that only gains and losses from the
extinguishment of debt that meet the requirements for classification
as Extraordinary Items, as prescribed in Accounting Practices Board
Opinion No. 30, should be disclosed as such in the financial
statements.  Previous guidance required all gains and losses from the
extinguishment of debt to be classified as Extraordinary
Items.  This portion of SFAS No. 145 is effective for fiscal years beginning
after May 15, 2002, with restatement for prior periods required.  In
addition, SFAS No. 145 amends SFAS No. 13, Accounting for
Leases (SFAS No. 13), as it relates to accounting by a leasee for certain
lease modifications.  Under SFAS No. 13, if a capital lease is
modified in such a way that the change gives rise to a new agreement
classified as an operating lease, the assets and obligation are
removed, a gain or loss is recognized and the new lease is accounted
for as an operating lease, the assets and obligation are removed, a
gain or loss is recognized and the new lease is accounted for as an
operating lease.  Under SFAS No. 145, capital leases that are
modified so the resulting lease agreement is classified as an operating
lease are to be accounted for under the sale-leaseback provisions of
SFAS No. 98, Accounting for Leases.  These provisions of
SFAS No. 145 are effective for transaction occurring after May 15,
2002.  SFAS No. 145 will be applied as required.  Adoption of SFAS
No. 145 is not expected to have a material impact on the
Company.

Critical Accounting Policies and Estimates

The Company managements discussion and analysis of its financial
condition and results of operations are based upon the Companys consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements and related disclosures in compliance with
generally accepted accounting principles (GAAP) requires the application of
appropriate technical accounting rules and guidance as well as the use of
estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses. These judgments, in and of themselves,
could materially impact the financial statements and disclosures based on
varying assumptions, which may be appropriate to use. In addition, the
financial and operating environment also may have a significant effect, not
only on the operation of the business, but on the results reported through the
application of accounting measures used in preparing the financial statements
and related disclosures, even if the nature of the accounting policies have not
changed.

On an ongoing basis, the Company evaluates its estimates utilizing
historic experience, consultation with experts and other methods the Company
considers reasonable. In any case, actual results may differ significantly from
the Companys estimates. Any effects on the Companys business, financial
position or results of operations resulting from revisions to these estimates
are recorded in the period in which the facts that give rise to the revision
become known.

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Refer to Item 8 Note 2 of the consolidated financial statements of NRG
Northeast Generating LLC Form 10-K for the year ended December 31, 2001 for
additional discussion regarding the Companys critical accounting policies
and estimates.







Part II  OTHER INFORMATION

ITEM 1  Legal Proceedings

Fortistar Capital V. NRG Energy

In July 1999, Fortistar Capital Inc., a Delaware corporation, filed a complaint
in District Court (Fourth Judicial District, Hennepin County) in Minnesota
against NRG Energy asserting claims for injunctive relief and for damages as a
result of NRG Energys alleged breach of a confidentiality letter agreement
with Fortistar relating to the Oswego facility in New York. NRG Energy disputed
Fortistars allegations and asserted numerous counterclaims, and, in October
1999, NRG Energy, through a wholly-owned subsidiary, closed on the acquisition
of the Oswego facility. In April and December 2000, NRG Energy had summary
judgment motions to dispose of the litigation. A hearing on these motions was
held in February 2001 and certain of Fortistars claims were
dismissed. On May 8, 2002 the parties resolved the litigation,
pending final agreement on the terms of settlement. The settlement also encompasses
litigation between the parties with respect to Minnesota Methane LLC.

New York Clean Air Act Enforcement Action

In January 2002 the New York Attorney General and the New York Department
of Environmental Control (NYDEC) filed suit in the western district of New York
against NRG Energy and NiMo, the prior owner of the Huntley and Dunkirk
facilities in New York. The lawsuit relates to physical changes made at those
facilities prior to NRG Energys assumption of ownership. The complaint alleges
that these changes represent major modifications undertaken without the
required permits having been obtained. Although NRG Energy has a right to
indemnification by the previous owner for fines, penalties, assessments and
related losses resulting from the previous owners failure to comply with
environmental laws and regulations, NRG Energy could be enjoined from operating
the facilities if the facilities are found not to comply with applicable permit
requirements. NRG Energy has filed a motion to dismiss the claims against it.

Station Use Power

On September 21, 2000, Dunkirk, Huntley and Oswego Harbor Power LLC
(Oswego) filed an action before the FERC seeking its declaration that they are
entitled to pay NiMo wholesale prices for the power consumed at their
respective generating facilities, rather than paying for such station power at
retail rates, as NiMo alleges is required. On September 28, 2000, NiMo filed
separate actions against Dunkirk, Huntley and Oswego in the State Supreme Court
of New York, seeking, in total, payment of approximately $7.0 million, which
NiMo asserts is due under such retail tariff. NiMo asserts that the amount now
owed it exceeds $20 million. The Company currently expects that discovery will
be completed in the second quarter of 2002. The FERC rendered a decision on
March 14, 2001, determining that certain types of station use power are not
subject to retail tariffs and granting some relief sought by Dunkirk, Huntley
and Oswego. Legal counsel is evaluating the impact of the ruling on the merits
of the NiMo litigation. The parties in

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the state court actions have exchanged written discovery and are engaged
in depositions. A tentative trial date has been set for September 2002.




ITEM 6. Exhibits and Reports on Form 8-K



| | (A) |  | Exhibits
None           
| | --- |  | ------------------------
|
| | (B) |  | Reports on Form 8-K
None




Cautionary Statement Regarding Forward-Looking Statements

The information presented in this Form 10-Q includes forward-looking
statements in addition to historical information. These statements involve
known and unknown risks and relate to future events, or projected business
results. In some cases forward-looking statements may be identified by their
use of such words as may, expects, plans, anticipates, believes, and
similar terms. Forward-looking statements are only predications, and actual
results may differ materially from the expectations expressed in any
forward-looking statement. While the Company believes that the expectations
expressed in such forward-looking statements are reasonable, we can give no
assurances that these expectations will prove to have been correct. In addition
to any assumptions and other factors referred to specifically in connection
with such forward-looking statements, factors that could cause actual results
to differ materially from those contemplated in any forward-looking statements
include, among others, the following:



| |  |  | General economic conditions including inflation rates and monetary or
currency exchange rate fluctuations;                                                                                                                                     
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Trade, monetary, fiscal, taxation, and environmental policies of
governments, agencies and similar organizations in geographic areas
where we have a financial interest;                                                                       
|
| |  |  | Customer business conditions including demand for their products or
services and supply of labor and materials used in creating their
products and services;                                                                                   
|
| |  |  | Financial or regulatory accounting principles or policies imposed by
the Financial Accounting Standards Board, the Securities and Exchange
Commission, the Federal Energy Regulatory Commission and similar
entities with regulatory oversight;
|
| |  |  | Factors affecting the availability or cost of capital such as changes
in interest rates; market perceptions of the power generation industry;
NRG Northeast or any of its subsidiaries; or changes in credit ratings;                          

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| |  |  | Factors affecting power generation operations such as unusual weather
conditions; catastrophic weather-related damage; unscheduled generation
outages, maintenance or repairs; unanticipated changes to fossil fuel,
or gas supply costs or availability due to higher demand, shortages,
transportation problems or other developments; environmental incidents;
or electric transmission or gas pipeline system constraints;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Employee workforce factors including loss or retirement of key
executives, collective bargaining agreements with union employees, or
work stoppages;                                                                                                                                                                                                                                                                          
|
| |  |  | Volatility of energy prices in a deregulated market environment;                                                                                                                                                                                                                                                                                                                                                              
|
| |  |  | Increased competition in the power generation industry;                                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | Cost and other effects of legal and administrative proceedings, settlements, investigations and claims;                                                                                                                                                                                                                                                                                                                       
|
| |  |  | Technological developments that result in competitive disadvantages
and create the potential for impairment of existing assets;                                                                                                                                                                                                                                                                                               
|
| |  |  | The completion of the Xcel Energy exchange offer transaction and the
business plan Xcel puts in place following such completion;                                                                                                                                                                                                                                                                                              
|
| |  |  | Factors associated with various investments including competition,
operating risks, dependence on certain suppliers and customers, and
environmental and energy regulations;                                                                                                                                                                                                                                                  
|
| |  |  | Other business or investment considerations that may be disclosed
from time to time in our Securities and Exchange Commission filings or
in other publicly disseminated written documents including NRG
Northeasts Registration Statement No. 333-42638, as amended.                                                                                                                                                         

NRG Northeast undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. The foregoing review of factors that could cause NRG
Northeasts actual results to differ materially from those contemplated in any
forward-looking statements included in this Form 10Q should not be construed as
exhaustive.

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SIGNATURES

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 thereunto duly authorized.

|                   |  |                                                                        
|------------------ |  | -----------------------------------------------------------------------
|                   |  | NRG Northeast Generating LLC(Registrant)                               
|                  
|                   |  | /s/ CRAIG A. MATACZYNSKICraig A. Mataczynski, President                
|                  
|Date: May 15, 2002 |  | /s/ BRIAN B. BIRDBrian B. Bird, Treasurer
(Principal Financial Officer)



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