8-K

 

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 31, 2006

NRG Energy, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-15891	41-1724239
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
211 Carnegie Center, Princeton, New Jersey		08540
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 609-524-4500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On March 31, 2006, NRG Energy, Inc. and certain of its subsidiaries announced the completion of previously announced transactions with Dynegy Inc. the wholly owned parent of Dynegy Holdings Inc. through which the companies each simultaneously purchased the other’s interest in two jointly held entities that own power generation facilities in California and Illinois. A copy of the press release announcing the closing of the transactions is filed herewith as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number - Description
99.1 - Press Release, dated March 31, 2006.

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 hereunto duly authorized.

	NRG Energy, Inc.
April 6, 2006	By:	/s/ Timothy W. J. O'Brien
		Name: Timothy W. J. O'Brien
		Title: Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated March 31, 2006.

EX-99.1

EXHIBIT 99.1

NEWS
RELEASE

FOR IMMEDIATE RELEASE

NRG Energy, Inc. Completes West Coast Power Acquisition and
Rocky Road Power LLC Sale

PRINCETON, NJ; March 31, 2006— NRG Energy, Inc. (NYSE: NRG) has acquired the remaining 50% ownership interest in West Coast Power LLC (WCP) and has also completed the sale of its 50 percent ownership interest in Rocky Road Power LLC, in East Dundee, Ill. to Dynegy Inc. (NYSE: DYN).

NRG paid Dynegy $205 million for its interest in WCP and received $45 million from Dynegy for our interest in Rocky Road. This acquisition brings NRG’s net generating capacity in southern California to 1,808 megawatts.

“We are pleased to be increasing our investment in California as the State has made progress with regard to capacity markets and long-term contracting options,” said David Crane, NRG President and Chief Executive Officer. “As we’ve said, we will continue to pursue market development that supports the continued operations of existing plants that Californians need and investment in the next generation of energy infrastructure.”

Generating facilities in southern California now wholly owned by NRG include El Segundo, Cabrillo I (Encina), Cabrillo II (13 combustion turbines in the San Diego area) and the retired Long Beach station.

NRG Energy, Inc. owns and operates a diverse portfolio of power-generating facilities, primarily in Texas and the Northeast, South Central and Western regions of the United States. Its operations include baseload, intermediate, peaking, and cogeneration facilities, thermal energy production and energy resource recovery facilities. NRG also has ownership interests in generating facilities in Australia and Germany.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks, uncertainties and assumptions and include, but are not limited to statements regarding the potential for future market restructuring in California and can be identified by the use of words such as “will,” “would,” “expect,” “estimate,” “anticipate,” “forecast,” “plan,” “believe,” and similar terms. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially.

Factors that could cause actual results to differ materially from those contemplated above include, among others: delays or failures in closing one or both of the contemplated transactions as expected; general economic conditions; changes in the wholesale power markets and fluctuations in the cost of fuel or other raw materials; adverse results in current and future litigation; the inability to implement improvements to plant operations or to redevelop assets; the inability to enter into contracts to sell power and procure fuel on terms and prices acceptable to us; changes in government regulation, including possible changes of market rules, market structures and design, rates, tariffs, environmental laws and regulations and regulatory compliance requirements, price mitigation strategies and other market structures or designs employed by the California independent system operator; and decreases in real estate values.

NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause NRG’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect NRG’s future results included in NRG’s filings with the Securities and Exchange Commission at www.sec.gov.

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Investor Relations:	Media Relations:
Nahla Azmy, 609.524.4526	Meredith Moore, 609.524.4522