SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Winn Steve (Last) (First) (Middle) NRG ENERGY, INC. 211 CARNEGIE CENTER (Street) PRINCETON NJ 08540 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/03/2006	3. Issuer Name and Ticker or Trading Symbol NRG ENERGY, INC. [ NRG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share(1)	5,230(1)(2)(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	11/19/2005(4)	11/19/2010(5)	Common Stock, par value $0.01 per share	8,000	31.48	D
Non-Qualified Stock Option	08/01/2006(6)	08/01/2011(5)	Common Stock, par value $0.01 per share	7,000	38.8	D
Performance Units(7)	08/01/2008(7)	08/01/2008(7)	Common Stock, par value $0.01 per share	4,000	(7)	D

Explanation of Responses:

1. Represents the following securities issued to Mr. Winn by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan: (i) 4,000 Restricted Stock Units issued on November 19, 2004; (ii) 230 Deferred Stock Units issued on March 14, 2005; and (iii) 1,000 Restricted Stock Units issed on August 1, 2005.

2. Each Restricted Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01. Mr. Winn will receive from NRG Energy, Inc. one such share of Common Stock for each Restricted Stock Unit on the following schedule: (i) 4,000 shares on November 19, 2007 and (ii) 1,000 shares on August 1, 2008.

3. Each Deferred Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01. Mr .Winn will receive from NRG Energy, Inc. one such share of Common Stock for each Deferred Stock Unit (230) on December 5, 2007.

4. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Winn, the Stock Options vest and become exercisable as follows: 33 1/3% on November 19, 2005; 33 1/3% on November 19, 2006; and 33 1/3% on November 19, 2007.

5. Stock Options expire six years from the date of grant.

6. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Winn, the Stock Options will vest and become exercisable as follows: 33 1/3% on August 1, 2006; 33 1/3% on August 1, 2007; and 33 1/3% on August 1, 2008.

7. Mr.Winn was issued 2,000 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on August 1, 2005. Each Performance Unit will be paid out on August 1, 2008 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to August 1, 2008 (the "Measurement Price") is equal to or greater than $54.50 (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 $63.75 (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 5 (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).
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 December 20, 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.

Steve Winn

/s/
Steve Winn

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