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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ingoldsby James J
(Last) (First) (Middle)
NRG ENERGY, INC.
211 CARNEGIE CENTER
(Street)
PRINCETON NJ 08540
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President and Controller
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share(1) 01/03/2006 A 1,000(1) A (2) 8,395 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option $47.95 01/03/2006 A 8,000 01/03/2007(3) 01/03/2012(4) Common Stock, par value $0.01 per share 8,000 $0.00 35,000 D
Performance Units (5) 01/03/2006 A 3,800 01/03/2009 01/03/2009 Common Stock, par value $0.01 per share 3,800 $0.00 38,800 D
Explanation of Responses:
1. Represents Restricted Stock Units issued to Mr. Ingoldsby by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan.
2. Each Restricted Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01. Mr. Ingoldsby will receive from NRG Energy, Inc. one such share of Common Stock for each Restricted Stock Unit on January 3, 2009.
3. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Ingoldsby, the Stock Options will vest and become exercisable as follows: 33 1/3% on January 3, 2007; 33 1/3% on January 3, 2008; and 33 1/3% on January 3, 2009.
4. Stock Options expire six years from the date of grant.
5. Mr. Ingoldsby was issued 1,900 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 3, 2006. Each Performance Unit will be paid out on January 3, 2009 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 3, 2009 (the "Measurement Price") is equal to or greater than $67.37 (the "Target Price"). The payout for each Performance Unit will be equal to: (i) one share of Common Stock, if the Measurement Price equals the Target Price; (ii) a prorated amount in between one and two shares of Common Stock, if the Measurement Price is greater than the Target Price but less than $79.49 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.
Remarks:
/s/ Tanuja M. Dehne, under Power of Attorney 01/04/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 March 11, 2005

POWER OF ATTORNEY

	KNOW ALL BY THESE PRESENTS,

that the undersigned hereby constitutes and appoints each of David W.

Crane, Timothy W. J. O'Brien and Tanuja M. Dehne, signing singly, the

undersigned's true and lawful attorney-in-fact to: (i) execute for and on

behalf of the undersigned, in the undersigned's capacity as an officer

and/or director and/or owner of greater than 10% of the outstanding
Common
Stock of NRG Energy, Inc., a Delaware corporation (the "Company"),
Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities
Exchange Act of
1934 and the rules thereunder; (ii) do and perform any
and all acts for and
on behalf of the undersigned which may be necessary
or desirable to
complete and execute any such Form 3, 4, or 5 and timely
file such form
with the United States Securities and Exchange Commission
and any stock
exchange or similar authority, including the New York Stock
Exchange; and
(iii) take any other action of any type whatsoever in
connection with the
foregoing which, in the opinion of such
attorney-in-fact, may be of benefit
to, in the best interest of, or
legally required by, the undersigned, it
being understood that the
documents executed by such attorney-in-fact on
behalf of the undersigned
pursuant to this Power of Attorney shall be in
such form and shall
contain such terms and conditions as such
attorney-in-fact may approve in
such attorney-in-fact's discretion.


	The undersigned hereby grants
to each such attorney-in-fact full power
and authority to do and perform
any and every act and thing whatsoever
requisite, necessary, or proper to
be done in the exercise of any of the
rights and powers herein granted,
as fully to all intents and purposes as
the undersigned might or could do
if personally present, with full power of
substitution or revocation,
hereby ratifying and confirming all that such
attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to
be done by
virtue of this power of attorney and the rights and powers
herein
granted.  Each of the undersigned acknowledges that the foregoing

attorneys-in-fact, in serving in such capacity at the request of the

undersigned, are not assuming, nor is the Company assuming, any of the

undersigned's responsibilities to comply with Section 16 of the
Securities
Exchange Act of 1934.

	This Power of Attorney shall
remain in full
force and effect until the undersigned is no longer
required to file Forms
3, 4, and 5 with respect to the undersigned's
holdings of and transactions
in securities issued by the Company, unless
earlier revoked by each of the
undersigned in a signed writing delivered
to the foregoing
attorneys-in-fact.

	IN WITNESS WHEREOF, the
undersigned have caused
this Power of Attorney to be executed as of date
first written above.


James J. Ingoldsby

/s/ James J.
Ingoldsby

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