Exhibit 10.25.3
                                   
                                   
NEWARK
                  GUARANTEE OF OPERATOR'S OBLIGATIONS
                     BY NRG GENERATING (U.S.) INC.
                                   
In consideration of Owner entering into this Operation and Maintenance
Contract for the Newark Cogeneration Project with our wholly owned
subsidiary company, Power Operations, Inc. ("Operator") NRG Generating
(U.S.) Inc. ("Guarantor") hereby agrees to the following guarantees:

     If Operator fails to perform any of its obligations under this O&M
Contract, or execute any of its liabilities arising therefrom,
Guarantor will, upon written request from Owner, and after having given
Guarantor seven (7) days notice in writing of Owner's intention under
this Contract, to make a claim under this Guarantee, forthwith perform
such obligations or liabilities on the same terms and conditions as
stated in the O&M Contract, mobilizing and using, for that purpose,
sufficient personnel and resources.  Alternatively, Guarantor will
cause a third party acceptable to Owner to perform such obligations or
liabilities, the due and faithful performance of which Guarantor will
guarantee as if such third party were Operator.

     This Guarantee shall apply to this O&M Contract including all
extensions of time, indulgences, variations or alterations as may be
made, given, conceded or agreed upon under this Contract, whether or
not Guarantor receives notice and/or approves of these.

     The Guarantor shall also enter into an agreement to
unconditionally and irrevocably indemnify Owners borrower in full and
for all costs and expenses incurred in connection with the termination
of the Stewart & Stevenson Operations, Inc. Operations and Maintenance
Agreement terminated by the Owner on October 28, 1996.  Such NRG
Guarantee is pursuant to Section 5.32 of the Credit Agreement by and
among NRG Generating (Newark) Cogeneration, Inc. and NRG Generating
(Parlin) Cogeneration, Inc., Credit Suisse, Greenwich Funding
Corporation and any purchasing Lender as Lender and Credit Suisse as
Agent dated May 17, 1996.

     This Guarantee shall be governed by, and construed in accordance
with, the laws of the State of New Jersey and all parties agree to
subject any disputes that may arise under or in connection with this
Guarantee to the jurisdiction of the courts of the State of New Jersey.



IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
duly executed by its authorized officer as of the date set forth below.

NRG GENERATING (U.S.) INC.

BY:       /s/ Leonard Bluhm

TITLE:    President & CEO
     
DATE:     November 8, 1996