Exhibit 10.11.4


                         April 30, 1996



O'Brien (Newark) Cogeneration, Inc.
O'Brien (Parlin) Cogeneration, Inc.
1221 Nicollet Mall
Suite 700
Minneapolis, Minnesota  55403

          Re:  Amended and Restated Agreement for Purchase and
               Sale of Electric Power (the "Parlin PPA") between
               O'Brien (Parlin) Cogeneration, Inc. ("Parlin") and
               Jersey Central Power & Light Company ("JCP&L") and
               the Third Amendment to Power Purchase Agreement
               ("Newark Third Amendment") between O'Brien
               (Newark) Cogeneration, Inc. ("Newark") and JCP&L

Gentlemen:

     Please refer to the above-referenced Parlin PPA and Newark
Third Amendment and to the Other of Approval dated April 29, 1996
in docket numbers EM8804-396 and EM88121345, of the State of New
Jersey Board of Public Utilities (the "BPU Approval"), a copy of
which is attached hereto.

     This letter is to confirm our mutual understanding and
agreement that, the BPU Approval having been received, executed
signature pages to the Third Amendment and the Parlin PPA having
been exchanged, the bankruptcy court order approving the NRG Plan
(as defined in the Parlin PPA and the Newark Third Amendment)
having been entered on February 23, 1996 and the gas supply
agreement between JCP&L and Public Service Electric and Gas
Company having been entered into and approved by the New Jersey
Board of Public Utilities, air conditions precedent to the Newark
Third Amendment and the Parlin PPA have been satisfied and the
Parlin PPA and the Newark Third Amendment have become effective
as of April 30, 1996.



     If the foregoing accurately sets forth our agreement, please
so indicate by executing this letter in the space provided below
and sending it to us by facsimile transmitter.


                              JERSEY CENTRAL POWER & LIGHT
                              COMPANY

                              By:         /s/ M.P. Morrell
                                   Name:  Michael P. Morrell
                                   Title: Vice President

AGREED:

O'BRIEN (NEWARK) COGENERATION,
INC.


By:  /s/ Leonard Bluhm
     Leonard A. Bluhm
     President


O'BRIEN (PARLIN) COGNERATION,
INC.


By:  /s/ Leonard Bluhm
     Leonard A. Bluhm
     President