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* Hantke William (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/08/2006
	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)	03/08/2006		A		2,027(1)	A	(2)	2,027	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

Explanation of Responses:

1. Represents Deferred Stock Units issued to Mr. Hantke by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan.

2. Each Deferred Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01. Mr. Hantke will receive from NRG Energy, Inc. one such share of Common Stock for each Deferred Stock Unit on the following schedule: (i) 25% on March 1, 2007; (ii) 25% on March 1, 2008; (iii) 25% on March 1, 2009; and (iv) 25% March 1, 2010.

Remarks:

	/s/ Tanuja M. Dehne, under Power of Attorney	03/10/2006
	** 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.

 February 21, 2006

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.


William E. Hantke

/s/ William E.
Hantke

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