Exhibit 10.6.2



                         
                         
                         
                         
                         
                                    New York, New York
                                    April 30, 1996
                                     
                                     
                                     
                                   NOTE
FOR VALUE RECEIVED,  the undersigned, NRG GENERATING (U.S.) INC., a
Delaware corporation (the "Company"), hereby promises to pay to the order
of NRG ENERGY, INC., a Delaware corporation, or registered assigns (the
"Lender"), at the office of the Lender at 1221 Nicollet Mall, Suite 700,
Minneapolis, MN 55403, in lawful money of the United States of America and
in immediately available funds, the principal amount of up to Fifteen
Million Eight Hundred Fifty Five Thousand Five Hundred and Forty Five
Dollars and Twenty-Five Cents ($15,855,545.25), or, if less, the aggregate
unpaid principal amount of the Loans made by the Lender pursuant to Section
2.01 of the Loan Agreement referred to below (in either case, to be paid
together with any accrued interest not required to be paid currently in
cash), which sum shall be due and payable in such amounts and on such dates
as are set forth in the Supplemental Loan Agreement, dated as of April 30,
1996 between the Company and the Lender (the "Loan Agreement"; terms
defined therein being used herein as so defined).  The undersigned further
agrees to pay interest at said office, in like money, from the date hereof
on the unpaid principally amount hereof from time to time outstanding at
the rates and on the dates specified in Section 2.06 of the Loan Agreement.
All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
diligence, presentment, demand, protest and notice of any kind whatsoever.
The nonexercise by the holder of this Note of any of its rights hereunder
in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.
 This Note is the Note referred to in the Loan Agreement, which Loan
Agreement, among other things, contains provisions for the acceleration of
the maturity hereof upon the happening of certain events, for optional and
mandatory prepayment of the principal hereof prior to the maturity hereof
and for the amendment or waiver of certain provisions of the Loan
Agreement, all upon the terms and conditions therein specified.
This Note shall be construed in accordance with and governed by the laws of
the State of New York and any applicable laws of the United States of
America.




THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE
LOAN AGREEMENT.  TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER
MAINTAINED BY THE LENDER PURSUANT TO THE TERMS OF THE LOAN AGREEMENT.

                         
                         
                         NRG GENERATING (U.S.) INC.,
                         
                         
                         by:  /s/    Leonard Bluhm
                              Name:  Leonard A. Bluhm
                              Title: President and Chief Executive Officer
                         
                         
                         


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