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S.E.C. RESPONSE LETTER

NRG Energy, Inc.

211 Carnegie Center

Princeton, NJ 08540

Phone: 609-524-4591

Fax:     609-524-4589

May 6, 2005

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 0308

450 Fifth Street, N.W.

Washington, D.C. 20549

    Attn:
    H. Christopher Owings, Assistant Director

              RE:
    NRG Energy, Inc.

Registration Statement on Form S-3

Filed March 30, 2005

File No. 333-123677

Annual Report on Form 10-K for the Period Ended December 31, 2004

Filed March 30, 2005

Preliminary Proxy Statement on Schedule 14A

Filed March 30, 2005

File No. 1-15891

Dear Mr. Owings:

     We hereby respond to the comments made by the Staff in your letter dated April 29, 2005
relating to NRG Energy, Inc.’s (“NRG” or the
“Company”) Annual Report on Form 10-K for the Period Ended December 31, 2004,
filed on March 30, 2005 (the “Form 10-K”). We acknowledge that we are responsible for the accuracy
and adequacy of the disclosure in the filings reviewed by the Staff to be certain that we have
provided all information investors require for an informed decision. Since the Company and
management are in possession of all the facts relating to the Company’s disclosure, we are
responsible for the accuracy and adequacy of the disclosures we have made. We look forward to
working with the Staff and improving the disclosures in our filings.

     The Staff’s comments, indicated in bold and NRG’s responses are as follows:

Mr. H. Christopher Owings

May 6, 2005

Form 10-K

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Revenue from Majority-Owned Operations

Reorganized NRG, page 55

    1.
    In future filings please provide a more detailed discussion, by reportable segment for
each component of revenues from majority-owned operations. We understand given the
reorganization of the company that a year over year analysis comparing 2004 to 2003 that
discusses and quantifies the changes in the components of revenues may be difficult or
non-beneficial to the reader; however, we would expect there to be a more in depth
discussion and quantification of the changes in future periods. For example, a discussion
and quantification of the change in megawatt hours, rates, temperature, plant outages and
other factors that both positively and negatively impact revenues from year to year with a
focus on trends and uncertainties will allow a reader to better understand your revenues.
Additionally, as it relates to capacity revenues, with the exception of the RMR agreements,
you indicate that other agreements lead to the generation of revenues for particular
regions however you do not provide the amounts that these agreements contributed for the
periods presented or the length of time you expect these agreements to continue to
contribute to the revenues of those segments. For example, you indicate that long-term
contracts provide for capacity payments in the South Central region and that Other North
American capacity revenues were generated by your Kendall Operation, which had a long-term
tolling agreement but you do not quantify the impact of these agreements. A more in-depth
quantification and discussion of the impact of these items you mention will allow the
reader to more fully understand your operations. For additional guidance, refer to Item
303(a)(3) of Regulation S-K and SEC Release 33-8350.

    In accordance with the Staff’s comments, NRG will provide a more detailed
discussion, by reportable segment, for each component of revenues from
majority-owned operations in future filings. We recognize our
responsibility to provide a more detailed discussion and, as such,
included a table at the beginning of Results of Operation at page 53 of
our Form-10-K. This table, which included segment detail, was set forth in
our Form 10-K to facilitate our detailed discussion in future filings.

Cost of Majority-Owned Operations

Reorganized NRG, page 56

    2.
    Throughout this section, you refer to various types of costs that make up and
contribute to both the cost of energy, operating expenses and also general,

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Mr. H. Christopher Owings

May 6, 2005

    administrative and development costs for the reported periods. In future filings, in
addition to this information please provide an explanation as to the positive and negative
factors that impacted those costs. Additionally, rather than using the terms “primarily” or
“were largely driven by” in describing changes, to the extent practicable quantify the
amount of the change from year to year that is attributable to the primary source you
identify. See Item 303(a) of Regulation S-K and Financial Reporting Codification 501.04.
In addition to quantifying the dollar effect of the various contributing factors, ensure
that you describe the significant developments in the marketplace or at your company that
led to the changes.

    In accordance with the Staff’s comments, in future filings, NRG will
provide explanations as to the positive and negative factors that impacted
costs that make up and contribute to the cost of energy, operating
expenses and general, administrative and development costs for the
reported period. Further, to the extent practicable, we will quantify the
amount of the change from year to year that is attributable to the source
we identify. We will also describe the significant developments in the
marketplace or at the company that led to the changes.

Liquidity and Capital Resources

Sources of Funds, page 81

    3.
    You indicate that a principal source of liquidity for future operations and capital
expenditures are proceeds from the sale of certain assets and businesses. Conversely, on
page 82 you indicate that the Amended Credit Facility and the indenture governing the notes
place restrictions on the use of any proceeds you may receive from certain asset sales.
Please explain and also clarify your disclosures in future filings.

    Under our Amended Credit Agreement and our indenture, net cash proceeds
from the sale of certain collateral is subject to mandatory prepayment
provisions whereby we are obligated to offer to prepay a portion of the
term loan or reduce a portion of the funded letter of credit, in the case
of the Amended Credit Agreement, or offer to repurchase notes, in the case
of the indenture, subject to the acceptance of individual lenders and
noteholders.

    We do not expect that these provisions of the Amended Credit Agreement and
the indenture will limit our liquidity to the extent that our ability to
conduct business is hampered. We will include this clarification in our
future filings.

Contractual Obligations and Commercial Commitments, page 86

    4.
    Please revise future filings to include other long-term liabilities reflected in your
balance sheet as required by Item 303(a)(5) of Regulation S-K or tell us why you

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Mr. H. Christopher Owings

May 6, 2005

    exclude such amounts from the table. Additionally, to the extent material, please include
cash requirements for amounts to be funded to cover post-employment, including retirement,
benefits in the table or a related footnote to the table.

    The majority of the balance of other long-term liabilities, as of December
31, 2004, consists of out-of-the-money contracts valued at Fresh Start.
As this is a non-cash liability, we did not include this in the table. In
accordance with the Staff’s comments, NRG will revise future filings to
include other long-term liabilities reflected in our balance sheet as
required by Item 303(a)(5) of Regulation S-K or we will note why we
exclude such amount from the table, and to the extent material, we will
include cash requirements for amounts to be funded to cover
post-employment, including retirement, benefits in the table or a related
footnote to the table.

Critical Accounting Policies

Revenue Recognition and Uncollectible Receivables, page 91

    5.
    You indicate that in certain markets you record sale and purchase transactions with
Independent System Operators on a net basis. Please tell us the GAAP literature you relied
upon for your accounting treatment, and specifically how you applied it to your fact
pattern. Finally, please tell us how your accounting treatment compares to others in your
industry.

    The accounting guidance relied upon in our reporting of certain
load-following contracts is EITF 03-11, “Reporting Realized Gains and
Losses on Derivative Instruments That Are Subject to FASB Statement No.
133 and ‘Not Held For Trading Purposes’ as Defined in Issue No. 02-3”.

    The following describes how load-following contracts are conducted:

    1) We contract to sell power at a set price to another
company,

    2) We purchase power from the ISO at the spot market
price,

    3) The ISO delivers power to the counterparty on our
behalf, and

    4) The ISO invoices us for the power and delivery
services (the ISO can potentially facilitate net settlement).

    Per EITF 02-3, and consequently EITF 03-11, when the load-following
contracts are concluded on a net payment basis with the various ISO’s, the
net basis presentation is used. Furthermore, it is industry practice to
use the net basis presentation.

    Industry practice:

Following the adoption of EITF 02-3, the industry conformed to the net
reporting presentation in their income statements. There are many types
of trading activities within the industry, but primarily, those that have
been

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Mr. H. Christopher Owings

May 6, 2005

    settled in payment on a net basis, are being presented net in the income
statement.

Consolidated Financial Statements

Consolidated Balance Sheets, page 105

    6.
    We read your disclosure in Note 2 as to the nature of the restricted cash on your
balance sheet and we are unclear as to why you believe that the restricted cash should be
classified as current instead of long-term on your balance sheet.

    The vast majority of our restricted cash balances (approximately $97
million or 86% of the total) are restricted in use as a result of various
project financings. In all cases, the cash turns over within 12 months,
which is why we classify this restricted cash as a current asset. For
example, all revenue derived from the plants financed by our Peakers
Finance Co. debt is required to be deposited in a restricted cash account.
The debt agreements contain a waterfall which provides the order by which
these facilities can pay operating and maintenance costs, debt service,
etc. Costs are paid on a monthly basis and the debt service is paid
annually. The remaining restricted cash balances relate to restrictions
as a result of operational requirements which are also expected to lapse
in the next 12 months. In future filings we will provide additional
disclosure within our accounting policies note that will describe the
classification of our restricted cash balance.

    7.
    Tell us and disclose the nature of the amounts included in the “other” categories
within both current and other liabilities. We noted certain items throughout the filing
that you indicate as being included in these line items; however, it is unclear as to
whether or not additional amounts should be separately disclosed. If those amounts meet
the materiality threshold – 5% of total current liabilities and 5% of total liabilities for
non-current liabilities – in Rule 5-02(20) and (24) of Regulation S-X please disclose such
amounts in future filings.

    Other current liabilities include the following amounts:

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Mr. H. Christopher Owings

May 6, 2005

    (in millions)

    Regulatory-related accruals such as station
service (as noted in Note 27),

our Connecticut RMR tracker and a payment due to ISO-NE

    $
    51.5

    FAS-146 accrual as noted in Note 8

    6.4

    Accrued expenses such as legal, audit, consulting,
environmental, etc.

    37.5

    Fuel-related accruals

    35.0

    Other

    22.1

    Total Other Current Liabilities

    $
    152.5

    Total Current Liabilities per Consolidated Balance Sheet

    $
    1,087.9

    5% of Total Current Liabilities

    $
    54.4

    No individual amount noted above exceeds 5% of total current liabilities
(or $54 million) as of December 31, 2004, however, we agree that given the
size and the many types of items contained in the “Other current
liabilities” account, that more explanation is appropriate. In future
filings, we will name the line item “Accrued Expenses and Other
Liabilities” to clarify that accrued expenses are included therein.
Additionally, in future filings, we will disclose in a footnote an explanation of the types and amounts that comprise this
total if it is material.

    Other non-current liabilities comprise the following:

    (in millions)

    Out-of-market contracts established at Fresh Start,
net of accumulated amortization

    $
    318.7

    Asset Retirement Obligation (ARO) as noted in Note 9

    32.3

    Financial Guarantees

    15.0

    Environmental Remediation Liabilities as noted in Note 27

    5.5

    Other

    18.2

    Total Other Non-Current Liabilities

    $
    389.7

    Total Liabilities per Consolidated Balance Sheet

    $
    5,131.8

    5% of Total Liabilities

    $
    256.6

    The out-of-market contracts are greater than 5% of total liabilities ($256
million). We agree that, in accordance with Rule 5-02(20) and (24) of

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Mr. H. Christopher Owings

May 6, 2005

    Regulation S-X, these amounts should be disclosed as a separate line item on the face of the Consolidated Balance Sheet. We will revise our future
filings accordingly and provide further explanation regarding the nature
of this liability.

Notes to Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation, page 110

    8.
    Please tell us more about the impact the adoption of FIN 46(R) had on your consolidated
financial position and results of operations. Your disclosure that “the nature of the
operations consolidated consisted of hydropower facilities on the East Coast” is unclear.
If you are stating that the adoption lead to the consolidation of certain hydropower
facilities that were not previously consolidated please clarify and quantify the impact for
us and clarify your disclosures in future filings. Please consider the need for
incremental disclosure consistent with paragraph 23 of FIN 46(R).

    Due to the adoption of FIN 46(R) at Fresh Start, NRG first implemented the
consolidation of two entities which were previously accounted for as
equity investments per APB No. 18. The following tables outline the impact
to NRG in a condensed format:

    Condensed impact of newly consolidated entities to the Statement of
Operations:

    For the Period

    Year Ended

    December 6 -

    December 31,

    December 31,

    2004

    2003

    (In thousands)

    Increase in operating revenues

    $
    13,542

    $
    1,252

    Increase in costs and expenses

    9,511

    880

    Increase in minority interest in earnings

    1,029

    135

    Decrease in equity earnings

    $
    3,002

    $
    237

    Condensed impact of newly consolidated entities to the Balance sheet:

    As of

    As of

    December 31,

    December 31,

    2004

    2003

    (In thousands)

    Increase in current assets

    $
    12,812

    $
    6,398

    Increase in noncurrent assets (excluding
investment in projects)

    45,884

    48,677

    Decrease in investment in projects

    (6,855
    )

    (4,665
    )

    Total increase to assets

    $
    51,841

    $
    50,411

    Increase in current liabilities

    $
    1,549

    $
    1,270

    Increase in noncurrent liabilities

    47,028

    46,688

    Increase in minority interest

    3,264

    2,453

    Total liabilities and minorities’ interest

    $
    51,841

    $
    50,411

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Mr. H. Ch