EXHIBIT 3.45

                          CERTIFICATE OF INCORPORATION
                                       OF
                    NRG ASTORIA GAS TURBINE OPERATIONS INC.

         FIRST. The name of the corporation is NRG Astoria Gas Turbine
Operations Inc.

         SECOND. The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801 (New Castle County). The name of its registered agent at such
address is The Corporation Trust Company.

         THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

         FOURTH. The total number of shares which the corporation shall have
authority to issue is 1,000 shares of capital stock, and the par value of each
such share is $1.00 per share.

         FIFTH. The name and mailing address of the incorporator is Karin Wentz,
1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403.

         SIXTH. The corporation is to have perpetual existence.

         SEVENTH. The Board of Directors of the corporation is expressly
authorized to make, alter or repeal by-laws of the corporation, but the
stockholders may make additional by-laws and may alter or repeal any by-law,
whether adopted by them or otherwise.

         EIGHTH. Elections of directors need not be by written ballot except and
to the extent provided in the by-laws of the corporation.

         NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

         TENTH. No director shall be personally liable to the corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for



liability (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) pursuant
to Section 174 of the General Corporation Law of Delaware or (d) for any
transaction from which the director derived any improper personal benefit. Any
repeal or modification of this Article Ninth by the stockholders of the
corporation shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification with respect
to acts or omissions occurring prior to such repeal or modification.

         The undersigned incorporator hereby acknowledges that me foregoing
certificate of incorporation is his act and deed and that the facts stated
therein are true.

                                                /s/ Karin Wentz
                                                -------------------------------
                                                Karin Wentz
                                                Incorporator