UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

001-15891
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Commission File Number

NRG Energy, Inc.
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(Exact name of registrant as specified in its charter)

901 Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402, (612) 373-5300
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Common Stock, par value $0.01 per share
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(Title of each class of securities covered by this Form)

Corporate Units
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(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4 (a)(1)(i)  [x]      Rule 12h-3 (b)(1)(i) [x]  
Rule 12g-4 (a)(1)(ii) [ ]      Rule 12h-3 (b)(1)(ii)[ ]
Rule 12g-4 (a)(2)(i)  [ ]      Rule 12h-3 (b)(2)(i) [ ]
Rule 12g-4 (a)(2)(ii) [ ]      Rule 12h-3 (b)(2)(ii)[ ]
Rule 15d-6           [ ]

Approximate number of holders of record as of the certification or
notice date:  One

Pursuant to the requirements of the Securities Exchange Act of 1934,
NRG Energy, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

Date:  July 11, 2002                    By: /s/ Edward J. McIntyre
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Name:   Edward J. McIntyre
Title:  Executive Vice President & 
Chief Financial Officer

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.  The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person.  The name and title of the
person signing the form shall be typed or printed under the signature.