8-K

                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 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):  December 30, 1997



                         NRG Generating (U.S.) Inc.
            (Exact name of registrant as specified in its charter)



     Delaware                 	   1-9208	              		59-2076187
	
	(State or other          (Commission File Number)    	(IRS Employer
   jurisdiction                                         Identification
	of incorporation)	                                         Number)



   1221 Nicollet Mall, Minneapolis, Minnesota	               55403   
	(Address of principal executive offices)                	(Zip Code)



Registrant's telephone number, including area code:     (612) 373-8834
	

	
        (Former name or former address, if changed since last report)




Item 2.  Acquisition or Disposition of Assets.

  	On December 30, 1997, NRGG Funding Inc. ("NRGG Funding"), a Delaware 
corporation and a wholly-owned subsidiary of NRG Generating (U.S.) Inc. 
(the "Company"), completed its acquisition from NRG Energy, Inc. ("NRG 
Energy") of all of NRG Energy's interest in its Millennium Petrochemicals 
project in Illinois.  NRG Energy owns 45.21% of the Company's common 
stock.  
  
  	Through its subsidiary, NRG (Morris) Cogen, LLC ("Morris LLC"), NRG 
Energy had the exclusive right to build and operate a cogeneration plant 
to be located within the Millennium Petrochemicals, Inc. petrochemical 
manufacturing facility in Morris, Illinois.  NRG Energy commenced 
construction of the 117 megawatt steam and electricity cogeneration plant 
in September 1997.  Pursuant to a Membership Interest Purchase Agreement, 
NRGG Funding acquired from NRG Energy 100% of the membership interests in 
Morris LLC.  
  
  	Pursuant to the Membership Interest Purchase Agreement NRGG Funding 
agreed to assume all of the obligations of NRG Energy under that certain 
Equity Commitment Agreement among NRG, Morris LLC and Chase, including 
the obligation to provide future equity contributions to Morris LLC which 
are limited to the lesser of 20% of the total project cost or $22.0 
million.  NRG Energy has guaranteed to Chase that NRGG Funding will make 
these future equity contributions.  In addition, the Company has 
guaranteed to NRG Energy the obligation of NRGG Funding to make these 
future equity contributions.  NRGG Funding and NRG Morris have also 
pledged their membership interests in Morris LLC to Chase to support NRG 
Energy's guaranty to Chase and to NRG Energy to support the Company's 
guaranty to NRG Energy. In addition, Morris LLC is obligated to pay NRG 
Energy $1.0 million as and when permitted under a Construction and Term 
Loan Agreement dated as of September 15, 1997, between Morris LLC, The 
Chase Manhattan Bank ("Chase") and the Banks (as defined therein) (the 
"Construction and Term Loan Agreement").  Morris LLC had previously paid 
$4.0 million to NRG Energy in connection with the financial closing of the 
construction financing of the Millennium Petrochemicals project. The $1.0 
million payment by Morris LLC to NRG Energy is expected to be made with 
funds received under the Construction and Term Loan Agreement.

  	The Company intends to arrange financing for either NRGG Funding or 
itself (the terms and manner of which have not been determined by the 
Company) to fund the required future equity contributions by NRGG Funding 
to Morris LLC.  In addition, NRG Energy is obligated under a Supplemental 
Loan Agreement between the Company, NRGG Funding and NRG Energy to loan 
NRGG Funding and the Company (as co-borrower) the full amount of such 
equity contributions by NRGG Funding, all at NRGG Funding's option.  The 
terms of the Membership Interest Purchase Agreement, including the 
consideration paid thereunder, were determined on the basis of arms-length 
negotiations between the parties.

                                    2



Item 7.  Financial Statements, Pro Forma Financial Information and 
          Exhibits.

   	(c)  	Exhibits. 

Exhibit
Number	   Description
2.1	      Membership Interest Purchase Agreement.

                                    3



                               Signatures

  	Pursuant to the requirements of the Securities Exchange Act of 1934, 
as amended, the registrant has duly caused this report to be signed on its 
behalf by the undersigned hereunto duly authorized.

                               		NRG GENERATING (U.S.) INC.

                               		By: /s/ Timothy P. Hunstad
                               		Name:   Timothy P. Hunstad
                               		Title:  Vice President and Chief 
                                          Financial Officer

Date:	January 13, 1998

                                    4



                              Exhibit Index

Exhibit
Number   	Description
2.1	      Membership Interest Purchase Agreement.

                                    5

EX-2.1

                                                         	Exhibit 2.1


                MEMBERSHIP INTEREST PURCHASE AGREEMENT

  	This Membership Interest Purchase Agreement (the "Agreement"), dated 
as of December 10, 1997, is by and among NRG Energy, Inc., a Delaware 
corporation ("NRG"); NRGG Funding Inc., a Delaware corporation (the 
"Purchaser"); and NRG Generating (U.S.) Inc., a Delaware corporation 
("NRGG").

                          W I T N E S S E T H:

  	WHEREAS, NRG Morris Inc., a Delaware corporation ("Morris") and NRG 
are the owners of one percent (1%) and 99 percent (99%) membership 
interests, respectively, in NRG (Morris) Cogen, LLC, a Delaware limited 
liability company (the "Company");

  	WHEREAS, NRG owns one hundred percent (100%) of the common stock of 
Morris and is deemed thereby to be the beneficial owner of all right, 
title and interest in and to all of the membership interests in the 
Company;

  	WHEREAS, the Company was formed to produce and sell electricity and 
steam from cogeneration facilities;

  	WHEREAS, Purchaser desires to purchase, and NRG desires to sell to 
Purchaser, all of the membership interests in the Company on the terms 
and conditions set forth in this Agreement;

  	WHEREAS, to accomplish such purpose, Purchaser desires to purchase 
from NRG, and NRG desires to sell to Purchaser, the ninety-nine percent 
(99%) membership interests in the Company that NRG owns directly (the 
"Direct Membership Interests") and all of the issued and outstanding 
stock of Morris (the "Morris Stock");

  	WHEREAS, NRG and NRGG, Purchaser's parent company, signed a Letter 
of Intent regarding this transaction on December 3, 1997 and on December 
4, 1997 made the required filing for the transaction under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 (the "Hart-Scott-Rodino 
Act");

  	NOW THEREFORE, in consideration of the foregoing and for other good 
and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties hereto agree as follows:

                            A G R E E M E N T:

  	1. 	Purchase and Sale.  Contingent upon (i) expiration or early 
termination of the applicable waiting period under the Hart-Scott-Rodino 
Act, (ii) consent of The Chase Manhattan Bank and such other banks as are 
necessary to effectuate the arrangements contemplated in Sections 2.2(a) 
through 2.2(d) consistent with the Equity Commitment and its related 
Construction and Term Loan Agreement, (iii) completion of the arrangement 
contemplated in

                                    1



Section 2.2(b) regarding the ESA Obligations, and (iv) completion of the 
arrangement contemplated in Section 2.2(d) regarding the Supplemental 
Loan Arrangement, NRG hereby sells and delivers to Purchaser the Direct 
Membership Interests and the Morris Stock (the Direct Membership 
Interests and the Morris Stock shall be referred to collectively as the 
"Membership Interests"), free and clear of any and all security 
interests, liens and other encumbrances and claims of any kind and nature 
whatsoever (except as set forth in Section 4.4), and Purchaser hereby 
purchases all of NRG's right, title and interest in and to the Membership 
Interests.  The effective date of such sale and purchase (the "Effective 
Date") shall without further notice or action automatically occur on, and 
shall be, the date on which the last of the above-mentioned contingencies 
occurs.

  	2. 	Consideration for Purchase.  

   2.1	Payments.  The purchase price for the Membership Interests (the 
"Purchase Price") is $5,000,000.00, $4,000,000.00 of which has been paid 
to NRG as part of the financial closing of construction financing of the 
Company's project, and the remaining $1,000,000.00 of which shall be paid 
pursuant to the fee letter between the Company and NRG dated as of 
October 24, 1997 (the "Fee Letter").  Upon the Effective Date, the 
Company will confirm its payment commitment as set forth in the Fee 
Letter by letter addressed to NRG.  Notwithstanding the fact that the 
Purchase Price has been and will be paid to NRG by or on behalf of the 
Company, Purchaser shall, for purposes under this Agreement, be deemed to 
have paid such Purchase Price to NRG.

  	2.2	Assumption of Obligations.  On or prior to the date hereof (but 
subject to the occurrence of the Effective Date), NRG, Purchaser and NRGG 
shall have entered into the following arrangements:

    		(a)	an arrangement pursuant to which Purchaser shall assume 
          the obligations of NRG under that certain Equity 
          Commitment Agreement among NRG, the Company and The Chase 
          Manhattan Bank dated as of September 15, 1997 (the "Equity 
          Commitment") and provide The Chase Manhattan Bank with a 
          pledge of the Membership Interests as collateral therefor  
          and for the Company's obligations under the related 
          Construction and Term Loan Agreement (which will be in 
          lieu of NRG's current pledge of the same assets to The 
          Chase Manhattan Bank, with such current pledge being 
          released by The Chase Manhattan Bank), all in form and 
          substance satisfactory to the parties; in addition, 
          Purchaser shall arrange for NRGG to guaranty Purchaser's 
          obligations under the Equity Commitment, upon the 
          Effective Date, and Purchaser shall give NRG a subordinate 
          pledge of the Membership Interests as collateral for 
          NRGG's guaranty;

	    	(b)	an arrangement pursuant to which Purchaser shall assume 
          the commitments of NRG to comply with certain provisions 
          of that certain Energy Services Agreement dated June 3, 
          1997 between the Company and Millennium Petrochemicals 
          Inc. (the "ESA Obligations"); 

                                    2



    		(c)	arrangements to amend the operation and maintenance 
          agreement and the construction services agreement for the 
          Project to give the Company input into the identity of the 
          construction and operation managements and certain other 
          rights, in form and substance satisfactory to the parties; 
          and 

    		(d)	an arrangement pursuant to which NRG will commit to a loan 
          to Purchaser and NRGG, which loan Purchaser may draw upon 
          at Purchaser's election, and the proceeds from which 
          Purchaser may use to contribute equity to the Company as 
          required by the Equity Commitment ("Supplemental Loan 
          Arrangement"), all in form and substance satisfactory to 
          the parties.

The Equity Commitment and the ESA Obligations shall be referred to 
collectively as the "Shareholder Commitments".

   3.	  Closing; Further Assurances.

  	3.1	 NRG's Deliveries.  NRG shall deliver to Purchaser, on the 
Effective Date, the following:

    		(a)	All books of account, records, contracts, tax returns, 
          processes, formulas and all other original documents and 
          records of the Company held by NRG;

    		(b)	NRG's representative's resignation from the Company's 
          Governance Committee; and

    		(c)	Good Standing Certificates for NRG, Morris and the Company 
          issued by the Delaware Secretary of State not earlier than 
          three (3) days prior to the Effective Date.

  	3.2 	Purchaser Deliveries.  Purchaser and NRGG shall deliver to NRG, 
on the Effective Date, the following:

    		(a)	Good Standing Certificates for Purchaser and NRGG, issued 
          by the Delaware Secretary of State not earlier than three 
          (3) days prior to the Effective Date.

  	3.3 	No Other Payment.  Except for the payment contemplated by 
Section 2.1 and any obligations contemplated in the Shareholder 
Commitments, there will be no other fees, costs or other payments payable 
by or on behalf of Purchaser or NRGG to or for the account of NRG for or 
in connection with Purchaser's purchase or ownership of the Membership 
Interests, the Company, Morris or the Company's co-generation facilities.  
Notwithstanding the previous sentence, Purchaser and NRGG each 
acknowledges that if Purchaser and NRGG elect to draw on the Supplemental 
Loan Arrangement, then Purchaser and NRGG will have obligations in

                                    3



connection with such draw(s) under the applicable agreements implementing 
the Supplemental Loan Arrangement.

  	3.4	Post-Effective Date Covenants.  At any time, and from time to 
time, upon or after the Effective Date, at Purchaser's request and 
without further consideration, NRG will execute and deliver such other 
instruments and take such actions as Purchaser may reasonably deem 
necessary or desirable in order to more effectively transfer, convey and 
assign to Purchaser, and to confirm Purchaser's title to, the Membership 
Interests or to put Purchaser in actual possession and operating control 
of all of the business, properties, assets and goodwill of the business 
of the Company and to assist Purchaser in exercising all rights with 
respect thereto.

  	4.	Representations and Warranties by NRG.  NRG represents and 
warrants to Purchaser that, as of the date of execution of this Agreement 
and as of the Effective Date (upon which Effective Date, NRG will be 
deemed again to have made the following representations and warranties):

  	4.1	Organization, Standing and Qualification of the Company.  The 
Company is a limited liability company in good standing under the laws of 
the State of Delaware and is qualified to transact business in Illinois; 
it has all requisite power and authority to enter into this Agreement and 
to consummate the transactions contemplated hereby and is entitled to 
carry on its business as it is now being conducted and to own, lease or 
operate its properties as and in the places where such business is now 
conducted.  Morris is a corporation in good standing under the laws of 
the State of Delaware; it has all requisite power and authority to enter 
into this Agreement and to consummate the transactions contemplated 
hereby and is entitled to carry on its business as it is now being 
conducted and to own, lease or operate its properties as and in the 
places where such business is now being conducted.  Neither the Company 
nor Morris is required to be qualified, licensed or domesticated as a 
foreign limited liability company or corporation in any other 
jurisdiction.

  	4.2	Execution, Delivery and Performance of Agreement; Authority.  
Neither the execution, delivery nor performance of this Agreement by NRG, 
with or without the giving of notice or the passage of time, or both, 
conflicts with, results in a default, right to accelerate or loss of 
rights under, or results in the creation of any lien, charge or 
encumbrance pursuant to, any provision of the Limited Liability Company 
Agreement of NRG (Morris) Cogen LLC (the "LLC Agreement"), the 
constituent documents of Morris, or any franchise, mortgage, deed of 
trust, lease, license, easement, agreement, understanding, law, rule or 
regulation or any order, judgment or decree to which NRG, Morris or the 
Company are a party or by which NRG, Morris or the Company or their 
respective properties may be bound or affected.  NRG has the necessary 
corporate power and authority to enter into this Agreement and to carry 
out the transactions contemplated by this Agreement, and this Agreement 
constitutes a valid and binding obligation of NRG, enforceable in 
accordance with its terms.

  	4.3	Formation and Purpose of the Company.  The Company was formed 
as a limited liability company by NRG and Morris pursuant to the 
provisions of the Delaware Limited Liability Company Act by the filing of 
a Certificate of Formation with the Delaware Secretary of 

                                    4



State on February 27, 1997.  The Company was formed as a limited 
liability company to produce and sell electricity and steam from the 
Company's cogeneration facilities.

  	4.4	Title to Membership Interests.  Purchaser will acquire, lawful, 
valid and marketable title to the Direct Membership Interests and the 
Morris Stock (and through Morris to the membership interests in the 
Company that are owned by Morris) free and clear of all liens, 
encumbrances, purchase rights, claims, pledges, mortgages, security 
interests, or other limitations or restrictions, except the lien in favor 
of The Chase Manhattan Bank, as Collateral Agent (as defined therein) 
granted by NRG and NRGMI pursuant to that certain Pledge and Security 
Agreement dated as of September 15, 1997.

  	4.5	Litigation.  Except as set forth in Schedule 4.5, there is 
neither any claim, legal action, suit, arbitration, governmental 
investigation or other legal or administrative proceedings, nor any 
order, decree or judgment (any of them, an "Action") in progress, pending 
or in effect, or, to the actual knowledge of NRG, threatened, against or 
relating to the Company, Morris, the Company's members, Morris' 
shareholders, the Company's or Morris' properties, assets or business, 
and there is no Action in progress, pending or in effect, or to the 
actual knowledge of NRG threatened, against NRG, which could reasonably 
likely have a material adverse effect on NRG's ability to consummate the 
transactions contemplated hereby

  	4.6	Ownership and Authority.  The Direct Membership Interests and 
the membership interests in the Company that are owned by Morris comprise 
one hundred percent (100%) of the outstanding membership interests in the 
Company, and the Morris Stock comprises one hundred percent (100%) of the 
stock of Morris.  No consent of any person or entity is required, which 
has not been obtained, for NRG to sell the Direct Membership Interests or 
the Morris Stock to Purchaser pursuant to this Agreement, other than 
expiration or early termination of the applicable waiting period under 
the Hart-Scott-Rodino Act.

  	4.7	No Options.  Except as described in the June 3, 1997 Energy 
Services Agreement between the Company and Millennium Petrochemicals 
Inc., there are no outstanding options, warrants, conversion rights or 
similar rights of any kind held by any person or entity to acquire any 
membership interest in the Company or any stock of Morris.

  	4.8	Full Disclosure of Documents.  NRG has provided to the 
Independent Directors Committee of NRGG's Board of Directors (the 
"Independent Committee") or its representatives (which include officers 
of NRGG) copies of all contracts, licenses, and permits (collectively, 
"Project Documents") that burden or benefit (in any material respect) the 
direct or indirect equity interest of NRG and/or Purchaser in the Company 
and/or in Morris (collectively, "Ownership Interest") and disclosed in 
writing to such Independent Committee or such representatives any breach, 
violation or default (or event that with notice or the lapse of time, or 
both, would constitute a breach, violation or default) under a Project 
Document that could reasonably be expected to have a material adverse 
effect on the related Ownership Interest.  All documents and data 
prepared by NRG and delivered to NRGG have been prepared using good faith 
efforts regarding their correctness and accuracy.

                                    5



  	4.9	No Pending Claims.  NRG has disclosed in writing to the 
Independent Committee or its representatives (which include officers of 
NRGG) all pending (or, to its knowledge, threatened) claims by any 
individual, corporation, company, voluntary association, partnership, 
joint venture, trust, or incorporated organization, governmental 
authority or any other form of entity other than NRG, Purchaser or any 
corporation, partnership, joint venture or other entity that is 
consolidated with Purchaser or claims for violations of any law, rule, 
regulation or governmental requirement that could reasonably be expected 
to have a material adverse effect on the Ownership Interest.  

  	4.10	No Conflict or Breach.  The conveyance to Purchaser of the 
Ownership Interest will not conflict with, result in a breach by NRG, the 
Company or Morris of, or require any consent which has not been obtained 
by NRG, the Company or Morris under, any Project Document or applicable 
law (to the extent the failure to obtain same could be reasonably 
expected to have a material adverse effect on the Ownership Interest), 
other than expiration or early termination of the applicable waiting 
period under the Hart-Scott-Rodino Act.

  	5.	Representations and Warranties by Purchaser and NRGG.  Each of 
Purchaser and NRGG, jointly and severally, represents and warrants to NRG 
that, as of the date of execution of this Agreement and as of the 
Effective Date (upon which Effective Date, Purchaser and NRGG will be 
deemed again to have made the following representations and warranties):

  	5.1	Organization, Standing and Qualification.  Each of Purchaser 
and NRGG is a corporation in good standing under the laws of the State of 
Delaware; each has all requisite power and authority to enter into this 
Agreement and to consummate the transactions contemplated hereby and is 
entitled to carry on its business as it is now being conducted and to 
own, lease or operate its properties as and in the places where such 
business is now conducted.  Purchaser is qualified to transact business 
in Illinois and is not required to be qualified, licensed or domesticated 
as a foreign corporation in any other jurisdiction.

  	5.2	Execution, Delivery and Performance of Agreement; Authority.  
Neither the execution, delivery nor performance of this Agreement by each 
of Purchaser and NRGG, with or without the giving of notice or the 
passage of time, or both, conflicts with, results in a default, right to 
accelerate or loss of rights under, or results in the creation of any 
lien, charge or encumbrance pursuant to, any provision of the constituent 
documents of Purchaser, or any franchise, mortgage, deed of trust, lease, 
license, easement, agreement, understanding, law, rule or regulation or 
any order, judgment or decree to which Purchaser is a party or by which 
Purchaser or NRGG or its respective properties may be bound or affected.  
Each of Purchaser and NRGG has the necessary corporate power and 
authority to enter into this Agreement and to carry out the transactions 
contemplated by this Agreement, and this Agreement constitutes a valid 
and binding obligation of each of Purchaser and NRGG, enforceable in 
accordance with its terms.

  	5.3	Litigation.  Except as set forth in Schedule 5.3, there is 
neither any claim, legal action, suit, arbitration, governmental 
investigation or other legal or administrative proceedings, nor any 
order, decree or judgment in progress, pending or in effect, or to the 
actual knowledge of

                                    6



Purchaser or NRGG threatened, against or relating to Purchaser or NRGG, 
which could reasonably likely have a material adverse effect on the 
ability of Purchaser or NRGG to perform its obligations hereunder or to 
consummate the transactions contemplated hereby.

  	5.4	Authority.  No consent of any person or entity is required, 
which has not been obtained, for Purchaser to purchase the Direct 
Membership Interests or the Morris Stock from NRG pursuant to this 
Agreement, other than expiration or early termination of the waiting 
period under the Hart-Scott-Rodino Act.

  	6.	Indemnification.

  	6.1	Indemnification by NRG.  NRG agrees to indemnify, defend, and 
hold Purchaser and NRGG harmless from, against and in respect of, and 
shall, on demand, reimburse Purchaser (or if Purchaser so directs, NRGG) 
for any and all loss, offset, liability or damages suffered or incurred 
by Purchaser or NRGG which arises out of:

   		 (a)	any untrue representation, breach of warranty or non-
          fulfillment of any covenant by NRG contained in this 
          Agreement or in any certificate, document or instrument 
          delivered to Purchaser pursuant to this Agreement; 

    		(b)	any failure of NRG prior to the Effective Date to comply 
          with the ESA Obligations prior to assignment to Purchaser 
          as contemplated in Section 2.2; and

    		(c)	any and all actions, suits, proceedings, claims, demands, 
          assessments, judgments, costs and expenses, including, 
          without limitation, reasonable attorneys' fees and 
          expenses, incident to any of the foregoing or incurred in 
          investigating or attempting to avoid the same or to oppose 
          the imposition thereof, or relating to the enforcement of 
          this indemnity.

  	6.2	Indemnification by Purchaser and NRGG.  Each of Purchaser and 
NRGG agrees, jointly and severally, to indemnify and hold NRG harmless 
from, against and in respect of and shall, on demand, reimburse NRG for 
any, loss, offsets, liability, or damages suffered or incurred by NRG and 
resulting from:

    		(a) any untrue representation, breach of warranty or non-
          fulfillment of any covenant or agreement by Purchaser or 
          NRGG contained in this Agreement or in any certificate, 
          document or instrument delivered to NRG pursuant to this 
          Agreement; 

    		(b)	any failure of Purchaser on or after the Effective Date to 
          comply with the ESA Obligations as assumed by Purchaser as 
          contemplated in Section 2.2; and 

                                    7



    		(c) any and all actions, suits, proceedings, claims, demands, 
          assessments, judgments, costs and expenses, including, 
          without limitation, reasonable attorneys' fees and 
          expenses, incident to any of the foregoing or incurred in 
          investigating or attempting to avoid the same or to oppose 
          the imposition thereof, or relating to the enforcement of 
          this indemnity.

  	6.3	Third Party Actions.

    		(a)	In order for a party (the "indemnified party"), to be 
          entitled to any indemnification provided for under this 
          Agreement in respect of, arising out of or involving a 
          claim made by any person against the indemnified party (a 
          "Third-Party Claim"), such indemnified party must notify 
          the indemnifying party in writing of the Third-Party Claim 
          within a reasonable time after receipt by such indemnified 
          party of written notice of the Third-Party Claim.  
          Thereafter, the indemnified party shall deliver to the 
          indemnifying party, within a reasonable time after the 
          indemnified party's receipt thereof, copies of all notices 
          and documents (including court papers) received by the 
          indemnified party relating to the Third-Party Claim.

    		(b)	If a Third-Party Claim is made against any indemnified 
          party, the indemnifying party will be entitled to 
          participate in the defense thereof and, if it so chooses, 
          to assume the defense thereof with counsel selected by the 
          indemnifying party; provided such counsel is not 
          reasonably objected to by the indemnified party.  Should 
          the indemnifying party so elect to assume the defense of a 
          Third-Party Claim, the indemnifying party will not be 
          liable to the indemnified party for any legal expenses 
          subsequently incurred by the indemnified party  in 
          connection with the defense thereof, unless the parties to 
          the relevant action include such indemnified party and the 
          indemnifying party, and such indemnified party shall have 
          been advised by counsel that there may be one or more 
          legal defenses available to it which are different from or 
          in addition to those available to the indemnifying party; 
          provided that the indemnifying party shall not in such 
          event be responsible hereunder for the fees and expenses 
          of more than one firm or separate counsel in connection 
          with such action, in addition to any local counsel.  If 
          the indemnifying party elects to assume the defense of a 
          Third-party Claim, the indemnified party will (i) 
          cooperate in all reasonable respects with the indemnifying 
          party in connection with such defense, (ii) not admit any 
          liability with respect to, or settle, compromise or 
          discharge, any Third-Party Claim without the indemnifying 
          party's prior written consent and (iii) agree to any 
          settlement, compromise or discharge of a Third-Party Claim 
          which the indemnifying party may recommend and which by 
          its terms obligates the indemnifying party to pay the full 
          amount of the liability in connection with such Third-
          Party Claim and which releases the indemnified party

                                    8



       			completely in connection with such Third-Party Claim.  In 
          the event the indemnifying party shall assume the defense 
          of any Third-Party Claim, the indemnified party shall be 
          entitled to participate in (but not control) such defense 
          with its own counsel at its own expense.  If the 
          indemnifying party does not assume the defense of any such 
          Third-Party Claim, the indemnified party may defend the 
          same in such manner as it may deem appropriate, including 
          but not limited to settling such claim or litigation after 
          giving notice to the indemnifying party of such terms, and 
          the indemnifying party will promptly reimburse the 
          indemnified party upon written request for all cost, 
          expense (including reasonable attorneys' fees), loss, 
          liability or damage incurred and paid by the indemnified 
          party in connection with such claim.

  	7.	Nature and Survival of Representations and Warranties; 
Limitation of Liability.  All representations, warranties, and covenants 
made by Purchaser, NRGG or NRG in this Agreement or in any document, 
certificate or other instrument delivered pursuant to this Agreement or 
in connection with this Agreement will survive the Effective Date for a 
period equal to one (1) year, plus any time required to resolve disputes.  
NRG shall not have any liability to Purchaser or NRGG under this 
Agreement for breach of representation, or for claims for indemnification 
from NRG under Sections 6.1(a) and/or (c), in an aggregate amount in 
excess of the Purchase Price; and neither Purchaser nor NRGG shall have 
any liability under this Agreement for breach of representation, or for 
claims for indemnification from Purchaser under Sections 6.2(a) and/or 
(c), in an aggregate amount in excess of the Purchase Price (with such 
limit being collective as to Purchaser and NRGG, such that the collective 
liability of Purchaser and NRGG shall not in the aggregate exceed the 
Purchase Price).  This limitation of liability does not apply to claims 
for indemnification from NRG under Section 6.1(b) (and Section 6.1(c) to 
the extent applicable to a claim initiated under Section 6.1(b)) for 
failure of NRG to comply with the ESA Obligations prior to the Effective 
Date or to claims for indemnification from Purchaser under Section 6.2(b) 
(and Section 6.1(c) to the extent applicable to a claim initiated under 
Section 6.1(b)) for failure of Purchaser to comply with the ESA 
Obligations on or after the Effective Date.  Purchaser's, NRGG's and 
NRG's respective rights and obligations in connection with Purchaser's 
assumption (and NRGG's guaranty thereof) of the Equity Commitment are as 
set forth in the documents implementing such assumptions and guaranty and 
are not impaired by the terms hereof.

  	8.	Notices.  All notices or other communications required or 
permitted to be given under any of the provisions of  this Agreement must 
be in writing and are deemed to have been duly given when personally 
delivered, sent by facsimile or mailed by first class registered mail, 
return receipt requested, or by a nationally-recognized overnight 
delivery service, addressed to the parties at the addresses set forth 
below (or such other address as any party may specify by notice to all 
other parties given as aforesaid).  A copy of a notice sent to counsel 
does not constitute notice under this Agreement.

                                    9



  		If to Purchaser to:

  		NRGG Funding Inc.
		  1221 Nicollet Mall, Suite 610
  		Minneapolis, MN  55402
  		Attn.:  President
		  Facsimile No. (612) 373-8833

  		If to NRGG:

  		NRGG Generating (U.S.) Inc.
		  1221 Nicollet Mall, Suite 610
		  Minneapolis, MN  55402
		  Attn.:  President
		  Facsimile No. (612) 373-8833

  		If to NRG to:

  		NRG Energy, Inc.
		  1221 Nicollet Mall, Suite 700
		  Minneapolis, MN  55403-2445
		  Attn.:  Vice President, U.S. Business Development
		  Facsimile No. (612) 373-5430

  		With a copy to:

  		NRG Energy, Inc.
		  1221 Nicollet Mall, Suite 700
		  Minneapolis, MN  55403-2445
		  Attn.:  Vice President and General Counsel
		  Facsimile No. (612) 373-5392

  	9.	Miscellaneous.

  	9.1	Entire Agreement.  This Agreement constitutes the entire 
agreement of the parties with respect to the subject matter of this 
Agreement and supersedes any and all prior instruments concerning such 
subject matter, including without limitation the Letter of Intent between 
NRG and NRGG dated December 3, 1997.  This Agreement may not be amended 
or terminated except by a written agreement specifically referring to 
this Agreement signed by all of the parties to this Agreement.  This 
Agreement shall not be construed to affect the parties' obligations under 
that certain Confidentiality Agreement between NRG and NRGG dated as of 
October 3, 1997.

                                   10



  	9.2	Written Waivers.  No waiver of any breach or default under this 
Agreement is valid unless in writing and signed by the party giving such 
waiver, and such a written waiver does not constitute a waiver of any 
subsequent breach or default of any nature.

  	9.3	Binding Nature of Agreement.  This Agreement is binding upon 
and inures to the benefit of the parties to this Agreement and their 
respective successors and assigns but does not confer any rights upon any 
third persons except as expressly set forth in this Agreement.  No party 
may assign its rights or delegate its duties and obligations under this 
Agreement without the prior written consent of the other parties, except 
that Purchaser may, without any consent of NRG and Morris, assign all or 
any portion of Purchaser's rights under this Agreement to any commercial 
lender providing financing to Purchaser.

  	9.4	Headings.  The section headings contained in this Agreement are 
intended for convenience only and do not define or limit the contents of 
such sections.

  	9.5	Costs and Expenses.  Purchaser, NRGG and NRG must each bear 
their respective costs and expenses in connection with the negotiation, 
execution and performance of this Agreement, including all taxes of any 
type and the fees and disbursements of all attorneys, accountants, 
appraisers and advisors retained by or representing them in connection 
with the preparation and performance of this Agreement.  NRG is solely 
responsible for any brokers' or advisors' fees payable for services 
rendered to NRG or the Company with respect to the transactions 
contemplated by this Agreement.  If any arbitration or legal proceedings 
are instituted to enforce the terms of this Agreement or to declare 
rights under this Agreement, the prevailing party is entitled to an award 
of reasonable attorneys' fees and expenses. The Company must not pay any 
costs, fees or expenses which NRG is obligated to pay.

  	9.6	Governing Law.  This Agreement is governed by and shall be 
construed in accordance with the internal laws of the State of Minnesota, 
without regard to the conflicts of law principles contained therein.

  	9.7	Termination.  This Agreement shall terminate and be of no 
further force or effect if the Effective Date does not occur on or before 
January 31, 1998.  Notwithstanding such termination, the provisions of 
Section 9.5 shall survive termination and continue in full force and 
effect.

  	IN WITNESS WHEREOF, the parties to this Agreement have caused this 
Agreement to be duly executed as of the day and year first above written.

                        					NRGG GENERATING (U.S.) INC.


                        					By: /s/ Robert T. Sherman, Jr.
                        					Its:    President & CEO

                                   11



                        					NRGG FUNDING INC.

                        					By: /s/ Timothy P. Hunstad
                        					Its:    VP & CFO


                        					NRG ENERGY, INC.

                        					By: /s/ David H. Peterson
                        					Its:    President


                                   12



Exhibits and Schedules to Membership Interest Purchase Agreement 

Schedules omitted from filing:

4.5		Litigation
5.3		Litigation



  	The registrant hereby agrees to furnish supplementally a copy of any 
omitted schedule to the Securities and Exchange Commission upon request.

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