UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) December 1, 2004

NRG Energy, Inc.

Delaware

609-524-4500

901 Marquette Avenue, Suite 2300, Minneapolis, MN 55402

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

Item 8.01 Other Events

     On December 1, 2004, NRG Energy, Inc. announced that it had completed the sale of its Kendall Generating Station, a 1,160 megawatt generating plant in Minooka, Illinois, to an affiliate of LS Power Associates, L.P. A copy of the press release describing the sale is included as an exhibit to this Form 8-K and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 1, 2004

Exhibit Index

Exhibit 99.1

News Release

NRG Energy, Inc. Completes Sale of Kendall Generating Station

PRINCETON, N.J.—(BUSINESS WIRE)—Dec. 1, 2004—NRG Energy, Inc. (NYSE:NRG) today announced it has completed the sale of its Kendall Generating Station, a 1,160 megawatt (MW) generating plant in Minooka, Illinois, to an affiliate of LS Power Associates, L.P.

The transaction results in the deconsolidation of $448.4 million in debt from NRG’s consolidated balance sheet. In addition, NRG received $1 million in cash proceeds. Given NRG’s right to reacquire a 40 percent interest in the project, within a 10-year period for a nominal amount, the transaction is being treated as a partial sale for accounting purposes. NRG recorded a nonrecurring noncash loss in the third quarter of $24.5 million as a result of this sale.

“This transaction signifies the end of NRG’s divestment of major assets that do not fit strategically within our core regions,” said David Crane, President and Chief Executive Officer. “We have strengthened our balance sheet considerably through asset divestments and we are now free to focus on improving our performance and enhancing our capabilities in core regions.”

NRG Energy, Inc. owns and operates a diverse portfolio of power-generating facilities, primarily in the Northeast, South Central and West Coast regions of the United States. Its operations include baseload, intermediate, peaking, and cogeneration facilities, thermal energy production and energy resource recovery facilities. NRG also has ownership interests in generating facilities in Australia and Germany.

LS Power Associates, L.P. is managed by LS Power Development, LLC and is the business successor to LS Power Corporation and LS Power, LLC. LS Power and its predecessors have developed and owned over 5,000 MW of generation capacity.

Certain statements included in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements above include, but are not limited to remarks about NRG’s balance sheet and strategy. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct. Factors that could cause NRG’s actual results to differ materially from those contemplated in the forward-looking statements above include, among others, the expected results of the transaction on NRG’s financials are not met and changes in NRG’s strategy.

NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause NRG’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should not be construed as exhaustive. For more information regarding risks and uncertainties that may affect NRG’s future results, review NRG’s filings with the Securities and Exchange Commission at www.sec.gov.