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

SCHEDULE 13G
Under the Securities Exchange Act of 1934

NRG Energy, Inc.
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(Name of Issuer)

Common stock, par value $0.01
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(Title of Class of Securities)

629377508
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(CUSIP Number)

December 31, 2004
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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)

Page 1 of 11 pages

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CUSIP No. 629377508                   13G
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1.   Name of Reporting Person
I.R.S. Identification No. of above Person

Goldman, Sachs & Co.

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2.   Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]

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3.   SEC Use Only

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4.   Citizenship or Place of Organization

New York

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5.   Sole Voting Power

Number of                 0

Shares        ----------------------------------------------------------
6.   Shared Voting Power
Beneficially      
5,044,180
Owned by
----------------------------------------------------------
Each          7.   Sole Dispositive Power

Reporting                  0

Person        ----------------------------------------------------------
8.   Shared Dispositive Power
With:          
5,061,680

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9.   Aggregate Amount Beneficially Owned by Each Reporting Person

5,061,680

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10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

[_]

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11.   Percent of Class Represented by Amount in Row (9)

5.1%
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12.   Type of Reporting Person

BD-PN-IA

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Page 2 of 11 pages

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CUSIP No. 629377508                   13G
-----------------------

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1.   Name of Reporting Person
I.R.S. Identification No. of above Person

The Goldman Sachs Group, Inc.

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2.   Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]

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3.   SEC Use Only

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4.   Citizenship or Place of Organization

Delaware

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5.   Sole Voting Power

Number of                 0

Shares        ----------------------------------------------------------
6.   Shared Voting Power
Beneficially      
5,044,180
Owned by
----------------------------------------------------------
Each          7.   Sole Dispositive Power

Reporting                  0

Person        ----------------------------------------------------------
8.   Shared Dispositive Power
With:          
5,061,680

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9.   Aggregate Amount Beneficially Owned by Each Reporting Person

5,061,680

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

[_]

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11.   Percent of Class Represented by Amount in Row (9)

5.1%
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12.   Type of Reporting Person

HC-CO

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Page 3 of 11 pages

Item 1(a).         Name of Issuer:
NRG Energy, Inc.

Item 1(b).         Address of Issuer's Principal Executive Offices:
211 Carnegie Center
Princeton, NJ 08540

Item 2(a).         Name of Persons Filing:
Goldman, Sachs & Co. and The Goldman Sachs Group, Inc.

Item 2(b).         Address of Principal Business Office or, if none, Residence:
85 Broad Street
New York, NY  10004

Item 2(c).         Citizenship:
Goldman, Sachs & Co. - New York
The Goldman Sachs Group, Inc. - Delaware

Item 2(d).         Title of Class of Securities:
Common stock, par value $0.01

Item 2(e).         CUSIP Number:
629377508

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a :

(a).[X]  Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o). 
Goldman, Sachs & Co.

(b).[_]  Bank as defined in Section 3(a)(6) of the Act 
(15 U.S.C. 78c).

(c).[_]  Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).

(d).[_]  Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e).[X]  An investment adviser in accordance with 
Rule 13d-1(b)(1)(ii)(E); 
Goldman, Sachs & Co.

(f).[_]  An employee benefit plan or endowment fund in accordance    
with Rule 13d-1(b)(1)(ii)(F);

(g).[X]  A parent holding company or control person in accordance 
with Rule 13d-1(b)(1)(ii)(G); 
The Goldman Sachs Group, Inc.

(h).[_]  A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);

(i).[_]  A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the 
Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j).[_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Page 4 of 11 pages

Item 4.            Ownership.*

(a).     Amount beneficially owned:
See the response(s) to Item  9 on the attached cover page(s).

(b).     Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).

(c).     Number of shares as to which such person has:

(i).     Sole power to  vote or to direct  the vote:  See the
response(s) to Item 5 on the attached cover page(s).

(ii).    Shared power to vote or to direct the vote:  See the
response(s) to Item 6 on the attached cover page(s).

(iii).   Sole power to  dispose or to direct  the disposition
of:  See the response(s) to  Item 7  on the attached
cover page(s).

(iv).    Shared power to dispose or to direct the disposition
of:  See the response(s) to  Item 8  on the attached
cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
Not Applicable

Item 6.            Ownership of More than Five Percent on Behalf of Another 
Person.
Not Applicable

Item 7.            Identification  and  Classification  of the Subsidiary  Which
Acquired the Security Being Reported on by the Parent Holding
Company.
See Exhibit (99.2)

Item 8.            Identification and Classification of Members of the Group.
Not Applicable

Item 9.            Notice of Dissolution of Group.
Not Applicable

Item 10.           Certification.  
By signing  below I certify that, to the best of my knowledge
and belief,  the  securities  referred to above were acquired
and are held in the ordinary  course of business and were not
acquired  and are not  held  for the  purpose  of or with the
effect of changing or  influencing  the control of the issuer
of the  securities  and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.

--------------------------
* In accordance with the Securities and Exchange Commission (the "SEC")
Release No.  34-39538  (January 12, 1998),  this filing  reflects the securities
beneficially  owned by the investment  banking  division  ("IBD") of The Goldman
Sachs Group,  Inc. and its  subsidiaries and affiliates  (collectively,  "GSG").
This filing does not reflect securities, if any, beneficially owned by any other
operating  unit of GSG. IBD  disclaims  beneficial  ownership of the  securities
beneficially  owned by (i) any client  accounts with respect to which IBD or its
employees  have  voting  or  investment  discretion,  or both and  (ii)  certain
investment  entities,  of which IBD is the  general  partner,  managing  general
partner or other manager,  to the extent  interests in such entities are held by
persons other than IBD.

Page 5 of 11 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge
and belief,  I certify that the information set forth in
this statement is true, complete and correct.

Date:  February 7, 2005

THE GOLDMAN SACHS GROUP, INC.

By: /s/ Ted Chang
-------------------------------------------
Name:   Ted Chang
Title:  Attorney-in-fact

GOLDMAN, SACHS & CO.

By: /s/ Ted Chang
-------------------------------------------
Name:   Ted Chang
Title:  Attorney-in-fact

Page 6 of 11 pages

INDEX TO EXHIBITS

Exhibit No.             Exhibit
-----------             -------

99.1                 Joint Filing  Agreement, dated February 7, 2005, between
The Goldman Sachs Group, Inc.  and  Goldman, Sachs & Co.

99.2                 Item 7 Information

99.3                 Power of Attorney, dated November 19, 2003, relating to
Goldman, Sachs & Co.

99.4                 Power of Attorney, dated December 12, 2003, relating to
The Goldman Sachs Group, Inc.

Page 7 of 11 pages

EXHIBIT (99.1)

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)  promulgated  under the Securities  Exchange
Act of 1934,  the  undersigned  agree to the  joint  filing  of a  Statement  on
Schedule 13G  (including  any and all  amendments  thereto)  with respect to the
common  stock par value  $0.01,  of NRG Energy,  Inc.  and further  agree to the
filing of this agreement as an Exhibit thereto. In addition,  each party to this
Agreement expressly authorizes each other party to this Agreement to file on its
behalf any and all amendments to such Statement on Schedule 13G.

Date:  February 7, 2005

THE GOLDMAN SACHS GROUP, INC.

By: /s/ Ted Chang
----------------------------------------
Name:   Ted Chang
Title:  Attorney-in-fact

GOLDMAN, SACHS & CO.

By: /s/ Ted Chang
----------------------------------------
Name:   Ted Chang
Title:  Attorney-in-fact

Page 8 of 11 pages

EXHIBIT (99.2)

ITEM 7 INFORMATION

The securities being reported on by the The Goldman Sachs Group,  Inc. ("GS
Group"),  as a  parent  holding  company,  are  owned,  or may be  deemed  to be
beneficially  owned,  by Goldman,  Sachs & Co.  ("Goldman  Sachs"),  a broker or
dealer  registered  under  Section  15 of  the  Act  and an  investment  adviser
registered  under Section 203 of the  Investment  Advisers Act of 1940.  Goldman
Sachs is a direct and indirect wholly-owned subsidiary of GS Group.

Page 9 of 11 pages

EXHIBIT (99.3)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make,  constitute and appoint each of Roger S.  Begelman,  Edward T.
Joel,  Saskia  Brookfield  Martin and Ted Chang,  (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates  designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF,  the undersigned has duly  subscribed these presents as
of November 19th, 2003.

GOLDMAN, SACHS & CO.

By: s/ Gregory  K. Palm
----------------------------
Name:  Gregory K. Palm
Title: Managing Director

Page 10 of 11 pages

EXHIBIT (99.4)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC.  (the
"Company")  does hereby make,  constitute and appoint each of Roger S. Begelman,
Edward T. Joel,  Saskia Brookfield Martin and Ted Chang, (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates  designated in writing
by one of the  attorneys-in-fact),  acting  individually,  its true  and  lawful
attorney,  to execute  and  deliver in its name and on its  behalf  whether  the
Company is acting  individually  or as  representative  of  others,  any and all
filings required to be made by the Company under the Securities  Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be  beneficially  owned by the Company  under the Act,  giving and granting unto
each said  attorney-in-fact  power and authority to act in the premises as fully
and to all intents and purposes as the Company  might or could do if  personally
present by one of its authorized  signatories,  hereby  ratifying and confirming
all that said  attorney-in-fact  shall lawfully do or cause to be done by virtue
hereof.

THIS POWER OF ATTORNEY  shall remain in full force and effect  until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF,  the undersigned has duly  subscribed these presents as
of December 12th, 2003.

THE GOLDMAN SACHS GROUP, INC.

By: /s/ Gregory  K. Palm
----------------------------
Name:  Gregory K. Palm
Title: Executive Vice President and General Counsel

Page 11 of 11 pages