1

FILED PURSUANT TO RULE 424B5
REGISTRATION NO. 333-52508

The information in this prospectus supplement is not complete and may be
changed. We may not deliver these securities until a final prospectus
supplement is delivered. This prospectus supplement and the accompanying
prospectus are not offers to sell these securities and we are not
soliciting offers to buy these securities in any state where the offer or
sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 2, 2001

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 29, 2001)

$650,000,000

NRG ENERGY, INC.
$                  % SENIOR NOTES DUE 2011
[NRG LOGO]         $                  % SENIOR NOTES DUE 2031
------------------------

The notes due 2011 will bear interest at the rate of      % per year, and
the notes due 2031 will bear interest at the rate of      % per year. Interest
on the notes is payable on           and           of each year, beginning on
, 2001. The      % notes will mature on           , 2011, and the
% notes will mature on           , 2031. We may redeem some or all of the
notes of each series at any time. The redemption prices are discussed under the
caption "Description of Notes -- Optional Redemption."

The notes will be senior obligations of ours and will rank equally with all
of our existing and future unsecured senior indebtedness.
------------------------

INVESTING IN THE NOTES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE S-11 OF THIS PROSPECTUS SUPPLEMENT AND PAGE 4 OF THE
ACCOMPANYING PROSPECTUS.
------------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
------------------------

PER SENIOR NOTE DUE 2011       TOTAL        PER SENIOR NOTE DUE 2031       TOTAL
------------------------    ------------    ------------------------    ------------

Public Offering Price(1)                  %             $                             %             $
Underwriting Discount                     %             $                             %             $
Proceeds to NRG Energy,
Inc. (before expenses)                  %             $                             %             $

-------------------------

(1) Plus accrued interest from           , 2001, if settlement occurs after that
date.
------------------------

The underwriters are offering the notes subject to various conditions. The
underwriters expect to deliver the notes to purchasers, in book-entry form only
through The Depository Trust Company, on or about April   , 2001.
------------------------

Joint Book-Running Managers

BANC OF AMERICA SECURITIES LLC                              SALOMON SMITH BARNEY

Senior Co-Managers

ABN AMRO INCORPORATED                                  DEUTSCHE BANC ALEX. BROWN

Co-Managers
BNP PARIBAS
CIBC WORLD MARKETS
SCOTIA CAPITAL (USA) INC.
WESTDEUTSCHE LANDESBANK GIROZENTRALE
April   , 2001

2

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THE DOCUMENT
CONTAINING THE INFORMATION.

---------------

TABLE OF CONTENTS

PAGE
----

PROSPECTUS SUPPLEMENT

Prospectus Supplement Summary...............................     S-1
Risk Factors................................................    S-11
Use of Proceeds.............................................    S-12
Description of Notes........................................    S-13
Underwriting................................................    S-15
Legal Matters...............................................    S-16

PROSPECTUS
About this Prospectus.......................................       1
Where You Can Find More Information.........................       1
Forward-Looking Statements..................................       2
Risk Factors................................................       4
The Company.................................................      13
Use of Proceeds.............................................      14
Earnings to Fixed Charges Ratio.............................      14
Description of Debt Securities..............................      14
Description of Stock........................................      23
Description of Warrants.....................................      27
Description of Depositary Shares............................      28
Description of Stock Purchase Contracts and Stock Purchase
Units.....................................................      31
Plan of Distribution........................................      31
Legal Matters...............................................      32
Experts.....................................................      32

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first is this prospectus supplement,
which describes the specific terms of this offering. The second part, the
accompanying prospectus, gives more general information, some of which may not
apply to this offering.

If the description of the offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information
in this prospectus supplement.

Unless we have indicated otherwise, references in this prospectus
supplement and the accompanying prospectus to "NRG," "we," "us" and "our" or
similar terms are to NRG Energy, Inc. and its consolidated subsidiaries.

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PROSPECTUS SUPPLEMENT SUMMARY

The following summary is qualified in its entirety by and should be read
together with the more detailed information and financial statements included or
incorporated by reference in this prospectus supplement and the accompanying
prospectus.

NRG ENERGY, INC.

NRG Energy, Inc. is a leading global energy company primarily engaged in
the acquisition, development, ownership and operation of power generation
facilities and the sale of energy, capacity and related products. We believe we
are one of the three largest independent power generation companies in the
United States and the fifth largest independent power generation company in the
world, measured by our net ownership interest in power generation facilities. We
own all or a portion of 66 generation projects, including projects under
construction, that have a total generating capacity of 27,551 megawatts ("MW");
our current net ownership interest in those projects is 17,134 MW, of which
13,575 MW are located in the United States. In addition, we are actively
pursuing the acquisition and development of additional generation projects.

As the following table illustrates, we have grown significantly during
recent years, primarily as a result of our success in acquiring domestic power
generation facilities:

YEAR ENDED DECEMBER 31,
---------------------------------------   COMPOUND ANNUAL
1997      1998       1999       2000       GROWTH RATE
-------   -------   --------   --------   ---------------

Net Ownership Interest (in MW
at end of period, including
projects under
construction)..............    2,637     3,300     10,990     15,007          78.5%
Operating Income (in
thousands).................  $18,109   $57,012   $109,520   $573,073         216.3%
EBITDA (in thousands)(1).....  $39,790   $82,711   $161,516   $692,548         159.2%
Net Income (in thousands)....  $21,982   $41,732   $ 57,195   $182,935         102.7%

---------------

(1) EBITDA is the sum of income (loss) before income taxes, interest expense
(net of capitalized interest) and depreciation and amortization expense.
EBITDA is a measure of financial performance not defined under generally
accepted accounting principles, which you should not consider in isolation
or as a substitute for net income, cash flows from operations or other
income or cash flow data prepared in accordance with generally accepted
accounting principles or as a measure of a company's profitability or
liquidity. In addition, EBITDA may not be comparable to similarly titled
measures presented by other companies and could be misleading because all
companies and analysts do not calculate it in the same fashion.

We intend to continue our growth through a combination of targeted
acquisitions in selected core markets, the expansion or repowering of existing
facilities and the development of new greenfield projects. We have signed
agreements to acquire an additional 6,199 MW of net ownership interest in
existing generation projects and have scheduled expansion, repowering or
greenfield generation projects that would add 5,661 MW of net ownership
interest. To prepare for these expansion, repowering and greenfield development
opportunities, we have agreed to purchase 22 turbine generators from General
Electric Company and two turbine generators from Siemens Westinghouse over a
five-year period commencing in 2002. These new turbines, which we expect to
install at domestic facilities, will have a combined nominal generating capacity
of approximately 4,640 MW. In addition, we have on order three General Electric
turbines with a combined nominal capacity of approximately 740 MW scheduled for
delivery in January 2002, which we expect to install in facilities outside of
the United States. We have also acquired the right to purchase an additional 24
General Electric turbines and an additional three Siemens Westinghouse turbines
through our acquisition of assets from LS Power, LLC. These turbines have a
combined nominal generating capacity of approximately 4,306 MW. All but 1,993 MW
of the turbines we have on order have been allocated to our current, identified
expansion, repowering or greenfield development projects.

S-1

5

We have also expanded our power marketing activities, which allow us to
optimize the value of our power generation assets and enable us to better meet
our customers' energy requirements. By linking our power generation capabilities
and access to fuel supplies with our power marketing and risk management
expertise, we believe that we can secure favorable pricing for our fuel
purchases and power sales.

In addition to our power generation projects and power marketing
activities, we also have interests in district heating and cooling systems and
steam transmission operations. We also believe we are one of the largest
landfill gas generation companies in the United States, extracting methane from
landfills to generate electricity.

We were established in 1989 and are a majority-owned subsidiary of Xcel
Energy Inc. Our headquarters and principal executive offices are located at 901
Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402-3265.

STRATEGY

Our vision is to be a well-positioned, top three generator of power in
selected core markets. Central to this vision is the pursuit of a well-balanced
generation business that is diversified in terms of geographic location, fuel
type and dispatch level. Currently, approximately 79% of our net generation
capacity is located in the United States in four core markets: our Northeast,
South Central and West Coast regions, and our recently added North Central
region. Upon completion of our pending project acquisitions from Conectiv, we
intend to add a Mid-Atlantic region as our fifth core market. With our
diversified asset base, we seek to have generating capacity available to back up
any given facility during its outages, whether planned or unplanned, while
having ample resources to take advantage of peak power market price
opportunities and periods of constrained availability of generating capacity,
fuels and transmission.

The following charts illustrate our diversity in terms of net MW currently
in operation or under construction:

Geographic Location

U.S.                                                     EUROPE                     AUSTRALIA                     OTHER
----                                                     ------                     ---------                     -----

79                                                        7.00                        12.00                       2.00

Primary Fuel Type

COAL                                                       GAS                         OIL                        OTHER
----                                                       ---                         ---                        -----

34                                                        43.00                       21.00                       2.00

Dispatch Level

BASE-LOAD                                                                 PEAKING                          INTERMEDIATE
---------                                                                 -------                          ------------

41                                                                         28.00                              31.00

Our strategy is to capitalize on our acquisition, development and operating
skills to build a balanced, global portfolio of power generation assets. We
intend to implement this strategy by continuing an aggressive acquisition
program and accelerating our development of existing site expansion projects and
greenfield projects. We believe that our operational skills and experience give
us a strong competitive position in the unregulated generation marketplace.

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Domestic.  The table that follows summarizes our domestic power generation
operations in our core markets and our pending acquisitions, and planned
greenfield and expansion projects. In addition to the primary fuels listed
below, 4,314 MW (18%) of our current and pending net ownership interest in
domestic facilities can run on more than one fuel source.

TOTAL        OUR NET
CAPACITY     OWNERSHIP
UNITED STATES REGIONS                    STATES OF OPERATION        PRIMARY FUELS       (MW)     INTEREST (MW)
---------------------                 --------------------------  -----------------   --------   -------------

Existing
Northeast(1)......................     Connecticut, Maine,      Gas, Coal and Oil     7,661        7,210
Massachusetts, New Jersey,
New York, and Pennsylvania
South Central.....................  Louisiana, Oklahoma, Texas    Gas and Coal        4,516        3,372
and Mississippi
West Coast........................          California            Gas and Coal        3,117        1,569
North Central.....................                                                    1,518        1,343
Illinois                  Gas          -------    ----------
Total Existing Domestic(2)......                                                   16,812       13,494
-------    ----------
-------    ----------
Pending and Planned Projects
1,591        1,591
Connecticut          Gas, Oil and Coal
Northeast.........................
3,508        3,185
Texas, Louisiana, Florida          Gas
South Central.....................       and Mississippi
2,148          942
Nevada and California     Coal, Oil and Gas
West Coast........................
2,392        2,392
Illinois and Missouri            Gas
North Central.....................
Mid-Atlantic......................                                                    5,062        1,875
Pennsylvania, Maryland,    Coal, Oil and Gas   -------    ----------
Delaware and New Jersey
Total Pending and Planned
Domestic......................                                                   14,701        9,985
-------    ----------
-------    ----------

---------------
(1) Includes the Kingston project in Ontario, Canada (27 MW net ownership
interest).

(2) Excludes domestic assets held by NEO Corporation and the Energy Investor
Fund (108 MW net ownership interest).

International.  We are presently focusing our international development and
acquisition activities in Europe, Australia and Latin America. In the future, we
will consider other areas that are consistent with our strategy. The table that
follows describes our existing and pending international power generation
operations.

TOTAL       OUR NET
CAPACITY    OWNERSHIP
GLOBAL MARKETS                          COUNTRIES OF OPERATION      PRIMARY FUELS        (MW)     INTEREST(MW)
--------------                          -----------------------   ------------------   --------   ------------

Existing
Australia...........................         Australia          Coal, Landfill Gas    4,947        2,081
and Methane
Europe..............................  Czech Republic, Germany      Gas and Coal       2,642        1,223
and United Kingdom
Latin America.......................                                                  1,273          226
Bolivia, Brazil and     Hydro, Gas, Coal,    -------    ---------
certain passive       Oil and Geothermal
investments
Total Existing International......                                                  8,862        3,530
-------    ---------
-------    ---------
Pending
Europe..............................                                                  3,757        1,827
Estonia and Turkey      Oil Shale and Coal   -------    ---------
Total Pending International.......                                                  3,757        1,827
-------    ---------
-------    ---------

Power Marketing and Fuel Procurement.  Our energy marketing subsidiary, NRG
Power Marketing, Inc., began operations in 1998 to maximize the utilization of
and return from our domestic generation assets and to mitigate the risks
associated with those assets. This subsidiary markets energy and energy related
commodities, including electricity, natural gas, oil, coal and emission
allowances. By using internal resources to acquire fuel for and to market
electricity generated by our domestic facilities, we believe we can secure the
best pricing available in the markets in which we sell power and enhance our
ability to compete. NRG Power Marketing operates within strict limits, selling
only our available capacity and not engaging in any speculative activity by
selling in excess of what we reasonably believe our facilities are capable of
producing or will produce.

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RECENT DEVELOPMENTS

RECENT AND PENDING ACQUISITIONS, GREENFIELD PROJECTS AND EXPANSION PROJECTS

Completed

Batesville.  In March 2001, we purchased from Cogentrix the remaining 430
MW, or 52.37% interest, in a 837 MW operating natural gas-fired combined-cycle
plant in Batesville, Mississippi for $64 million. We acquired a 48.63% interest
in the plant in January 2001 from LS Power and we expect to expand the capacity
of the plant by 292 MW. The expansion is expected to begin commercial operations
in 2002.

LS Power.  In January 2001, we purchased a 5,633 MW portfolio of operating
projects and projects in construction and advanced development that are located
primarily in the north central and south central United States from LS Power,
LLC, for approximately $708 million. Approximately 1,697 MW are currently in
operation or under construction, and we expect that an additional $1,850 million
will be required to complete construction of the projects currently under
construction or about to commence construction. Each facility employs natural
gas-fired, combined-cycle technology. Through December 31, 2005, we also have
the opportunity to acquire ownership interests in an additional 3,000 MW of
generation projects developed and offered for sale by LS Power and its partners.

Kaufman.  In December 2000, we paid approximately $14 million for a
partnership that owns a site and certain other assets relating to a 545 MW
natural gas-fired power plant being developed in Kaufman County, Texas. We
estimate that an additional $323 million will be required to complete
construction of the plant, which is expected to begin commercial operation in
2004.

Sabine River Works.  In December 2000, we purchased a 50% interest in a
partnership that owns and will operate a 420 MW natural gas-fired cogeneration
plant at a petrochemical facility near Orange, Texas. We paid approximately $15
million for our 50% interest, and we will contribute an additional $47 million
in capital to the partnership. The plant is expected to begin commercial
operation in the summer of 2001.

Entrade.  In October 2000, we purchased Entrade AG, an energy trading
company active in Europe. We paid a cash purchase price of $11 million for the
company, and, in addition, we are obligated for up to $12.5 million of deferred,
contingent compensation payable to the management of the company. We granted the
management group of the company options to purchase, in the aggregate, 50% of
the shares of Entrade. These options will be exercisable between the second and
third anniversary of our purchase of the company at a price based on the
company's book value at closing.

Flinders Power.  In September 2000, we completed our acquisition of the
Australian power generation company, Flinders Power. We paid approximately
AUD$314.4 million (US$179.2 million as of December 2000) for a 100 year lease of
two coal-fired power stations totaling 760 MW, located in Port Augusta, South
Australia, and certain other assets.

Itiquira.  In September 2000, we purchased a 25.05% interest in the common
stock of Itiquira Energetica S.A., the owner of a concession granted by the
Brazilian government to develop, construct, own and operate a 156 MW
hydroelectric power generation facility in the state of Mato Grosso, Brazil. We
expect our total investment in the project, including the purchase price for
acquiring our 25.05% interest and our share of the funds required for
development and construction of the project, to be approximately $25 million. We
expect the project to begin commercial operation in November 2001 and to be
fully operational in March 2002.

Sterlington.  In August 2000, we paid approximately $5 million to purchase
a company that had begun development of an approximately 200 MW simple-cycle
gas-fired generation facility in Sterlington, Louisiana. We estimate that an
additional investment of approximately $68 million will be required to complete
construction of the facility. In July 2000, 75 MW of the facility were in
operation, with an additional 50 MW operational in December 2000. The remaining
75 MW are expected to be in operation by April 2001.

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Pending

Conectiv.  In January 2000, we executed purchase agreements with
subsidiaries of Conectiv to acquire 1,875 MW of coal, gas and oil-fired electric
generating capacity and other assets in New Jersey, Delaware, Maryland and
Pennsylvania. We will pay approximately $800 million for the assets. We expect
the acquisition to close in the second quarter of 2001.

Narva Power.  In August 2000, we signed a Heads of Terms Agreement with
Eesti Energia, the Estonian state-owned electric utility, providing for the
purchase by us for approximately $65.5 million of a 49% stake in Narva Power,
the owner and operator of the oil shale-fired Eesti and Balti power plants,
located near Narva, Estonia. The plants have a combined capacity of
approximately 2,700 MW. We are working to close the acquisition in the third
quarter of 2001.

North Valmy.  In October 2000, we signed an asset purchase agreement to
acquire from Sierra Pacific Resources its 50% interest in the 522 MW coal-fired
North Valmy Station located in Valmy, Nevada, and a 100% interest in 25 MW of
peaking units near the North Valmy Station, for a purchase price of
approximately $273 million. Idaho Power, the other 50% owner of the North Valmy
Station, has a 180-day right of first refusal to purchase this 50%. The right of
first refusal expires in May 2001. In addition, the California legislature
recently enacted legislation prohibiting any public utility subject to
regulation by the California Public Utilities Commission from selling any
generation asset until 2006. This law applies to Sierra Pacific Resources
because approximately 10% of its ratepayers are located in California. We are
working to have legislation introduced to exempt the North Valmy Station and the
peaking units from the application of this law. Furthermore, this facility is
also subject to the actions of the Nevada legislature and Nevada Public
Utilities Commission discussed below under "Reid Gardner and Clark".

Brazos Valley.  In November 2000, we agreed to form a partnership with
Avista-STEAG LLC to build, operate and manage a 633 MW natural gas-fired power
plant in Fort Bend County, Texas. We expect to own 50% of the project. We
estimate that our investment in the project will total approximately $163
million. Construction of the plant is expected to begin in early 2001, with
commercial operation expected in February 2003.

Reid Gardner and Clark.  In November 2000, we and Dynegy Inc. executed
asset purchase agreements to acquire the 740 MW gas-fired Clark Station and 445
MW of the 605 MW coal-fired Reid Gardner Station, both located near Las Vegas,
Nevada. The purchase price is approximately $634 million. Although we are
working to close the acquisition during the second quarter of 2001, the Nevada
Assembly recently passed legislation that, if passed by the Nevada Senate and
ultimately signed into law, would prohibit the sale of the Reid Gardner and
Clark stations. In addition, the Public Utilities Commission of Nevada has
commenced a proceeding that could reverse its original requirement that these
plants be sold.

Bridgeport Harbor and New Haven Harbor.  In December 2000, we signed asset
purchase agreements to acquire the 585 MW coal-fired Bridgeport Harbor Station
and the 466 MW oil and gas-fired New Haven Harbor Station in Connecticut for
approximately $325 million. We expect the acquisition to close during the second
quarter of 2001.

Big Cajun I Expansion Project.  In December 2000, we began construction on
an approximately 240 MW expansion project at the site of our Big Cajun I
facility in New Roads, Louisiana. We estimate that the expansion project will
cost approximately $83 million and will be completed in July 2001.

El Segundo Repowering.  In December 2000, we and our partner Dynegy Inc.
submitted permit applications in respect of a planned repowering of our
jointly-owned El Segundo Station in El Segundo, California. The planned
repowering would add approximately 621 MW of generating capacity to the facility
at a cost of approximately $368 million. Prior to the repowering, approximately
350 MW at the El Segundo Station will be decommissioned. The repowering project
has a targeted operation date of June 2003.

Meriden.  In December 2000, we signed a purchase agreement to acquire a 540
MW natural gas-fired generation facility being developed in Meriden,
Connecticut, for a purchase price of approximately $25 million. We expect to
close the acquisition in the second quarter of 2001. We estimate costs of

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approximately $384 million to complete construction of the plant, which has a
planned commercial operation date of June 2003.

Audrain.  In February 2001, we signed a purchase agreement to acquire an
approximately 640 MW natural gas-fired power plant currently under construction
in Audrain County, Missouri, from Duke Energy North America LLC. We expect the
acquisition to close during the second quarter of 2001, with commercial
operation of the plant commencing in June 2001.

CALIFORNIA

We own approximately 1,569 MW of net generating capacity in California,
which represented approximately 11% of our net MW of operating projects and
projects under construction as of December 31, 2000. Due to the acquisition and
construction of projects outside of California, we expect that by December 31,
2001 this percentage will decrease to approximately 7% of our net MW of
operating projects and projects under construction. Net income from our
California assets represented approximately 33% of our net income in 2000. Due
both to the acquisition and construction of projects outside of California and
to an expected decrease in earnings from our California assets, we expect this
percentage will decrease to approximately 14% of our net income in 2001.

Our California generation assets consist primarily of our interests in the
Crockett and Mt. Poso facilities and a 50% interest in West Coast Power LLC,
formed in 1999 with Dynegy Inc. Through the California Power Exchange ("PX") and
the California Independent System Operator ("ISO"), the West Coast Power
facilities sell power to Pacific Gas and Electric Company ("PG&E"), Southern
California Edison Company ("SCE"), and San Diego Gas and Electric Company
("SDG&E"), the three major California investor-owned utilities. Crockett, Mt.
Poso and certain of our other California facilities also sell directly to PG&E,
SCE and SDG&E. The liquidity crisis faced by both PG&E and SCE, as a result of
tight electricity supplies, rising wholesale electric prices and caps on the
rates that PG&E and SCE may charge their retail customers, has caused both PG&E
and SCE to partially suspend payments to the California PX and the California
ISO. In March 2001, certain affiliates of West Coast Power entered into a
four-year contract with the California Department of Water Resources ("CDWR")
pursuant to which the affiliates have agreed to sell up to 1,000 MW to CDWR for
the remainder of 2001 and up to 2,300 MW from January 1, 2002 through December
31, 2004.

Our share of the total amounts owed to our California affiliates by the
California PX, the California ISO, and the three major California utilities
totaled approximately $303 million as of February 28, 2001, based upon unaudited
financial information provided to us by such affiliates. This total amount
consists of our share of (a) accounts receivable, which constituted a majority
of such total amount, and (b) amounts that are currently treated as "disputed
revenues" and are not recorded as accounts receivable in the financial
statements of our California affiliates. As of December 31, 2000, our share of
the total amounts owed to our California affiliates by the California PX, the
California ISO, and the major California utilities totaled approximately $122
million, consisting of approximately $105 million of accounts receivable and $17
million of disputed revenues, based upon audited financial information provided
to us by such affiliates. We believe at this time that the amounts that have
been recorded as accounts receivable will ultimately be collected in full;
however, if some form of financial relief or support is not provided to PG&E and
SCE, the collectibility of these receivables will become more questionable in
terms of both timing and amount. With respect to disputed revenues, these
amounts relate to billing disputes arising in the ordinary course of business
and to disputes that have arisen as a result of the California ISO imposing
various revenue caps on the wholesale price of electricity. None of these
disputed revenues will be recorded until after the particular issue that caused
them to be excluded from the financial statements is resolved.

The Federal Energy Regulatory Commission ("FERC") has jurisdiction over
sales for resale of electricity in the California wholesale power markets. In
March 2001, FERC issued orders that presumptively approved prices up to $273/MWh
during January 2001 and $430/MWh during February 2001. The orders direct
electricity suppliers to either refund a portion of their January and February
sales or justify prices charged above these approved prices. The orders, if
finalized, could require West Coast

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Power to refund approximately $45 million in revenues from January and February,
of which our share would be approximately $22.5 million. Dynegy Power Marketing,
Inc., as the power marketer for West Coast Power, has submitted notice of its
intent to submit information justifying each component of the prices charged.

Various legislative, regulatory and legal remedies to the liquidity crisis
faced by PG&E and SCE have been implemented or are being pursued. Assembly Bill
1X, which authorizes the California Department of Water Resources to enter into
contracts for the purchase of electric power through January 1, 2003 and to
issue revenue bonds to fund such purchases, was signed into law by the Governor
of California on February 1, 2001. Assembly Bill 18X, which provides a framework
for the recovery of PG&E and SCE's uncollected expenses for purchasing power for
delivery to their retail customers, is currently under consideration in the
California legislature. Additionally, on March 27, 2001, the California Public
Utilities Commission ("PUC") approved an approximately 40% increase in the
energy component of the retail electric rates paid by certain California rate
payers. This increase is in addition to the 9% increase approved in January and
a 10% increase expected to take effect next year. The PUC also ordered the
utilities to pay qualifying facilities for power delivered on a go-forward
basis. However, the order did not address repayment of amounts already owed for
past deliveries.

The delayed collection of receivables owed to West Coast Power resulted in
a covenant default under its credit agreement. West Coast Power is working with
its lenders to secure their agreement to forbear exercising their remedies under
the credit agreement with respect to such covenant default. While a similar
covenant default could be called under our Crockett facility's credit agreement,
we are working with the lenders under that agreement to avert a default.
Defaults under the Crockett and West Coast Power credit agreements do not
trigger defaults under any of our corporate-level financing facilities.

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THE OFFERING

Securities Offered............   $          principal amount of      % Senior
Notes due 2011.
$          principal amount of      % Senior
Notes due 2031.

Maturity Date.................                  % Senior Notes due           ,
2011
% Senior Notes due           ,
2031

Interest Payment Dates........             and           , commencing
, 2001.

Ranking.......................   The notes will be senior unsecured obligations
and will rank equally with all of our existing
and future senior unsecured indebtedness. All
existing and future liabilities of our
subsidiaries and project affiliates will be
effectively senior to the notes.

Ratings.......................   Each series of notes is expected to be assigned
a rating of "BBB-" by Standard & Poor's Ratings
Group and "Baa3" by Moody's Investors Service,
Inc.

Optional Redemption...........   We may redeem some or all of the notes of
either series at any time at the redemption
prices described in "Description of Notes
-- Optional Redemption".

Sinking Fund..................   None.

Change of Control.............   Upon a "Change of Control" (as defined in
"Description of Debt Securities -- Change of
Control" in the accompanying prospectus), a
holder of notes may require us to repurchase
that holder's notes, in whole or in part, at
101% of the principal amount of those notes,
plus accrued interest. A Change of Control will
not be deemed to have occurred with respect to
a series of notes if, after giving effect
thereto, those notes are rated "BBB-" or better
by Standard & Poor's Ratings Group and "Baa3"
or better by Moody's Investors Service, Inc.

Use of Proceeds...............   The net proceeds from the sale of both series
of notes are estimated to be approximately
$          million. The net proceeds of this
offering will be used for repayment of
short-term indebtedness incurred to fund
acquisitions, for investments and general
corporate purposes and to provide capital for
future planned acquisitions.

S-8

12

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

The summary historical financial data set forth below as of December 31,
1998, 1999 and 2000, and for the years then ended have been derived from our
audited consolidated financial statements. All dollar amounts, are set forth in
thousands.

YEAR ENDED DECEMBER 31,
---------------------------------------
1998          1999          2000
----------    ----------    -----------

CONSOLIDATED STATEMENTS OF INCOME DATA:
Revenues from majority-owned operations...............  $  100,424    $  432,518    $ 2,018,622
Equity in earnings of unconsolidated affiliates.......      81,706        67,500        139,364
----------    ----------    -----------
Total operating revenues and equity earnings..........     182,130       500,018      2,157,986
Operating costs and expenses..........................    (125,118)     (390,498)    (1,584,913)
----------    ----------    -----------
Operating income......................................      57,012       109,520        573,073
Other income (expense)(1).............................       9,379        14,970         (3,478)
Interest expense......................................     (50,313)      (93,376)      (293,922)
Income tax benefit (expense)(2).......................      25,654        26,081        (92,738)
----------    ----------    -----------
Net income............................................  $   41,732    $   57,195    $   182,935
----------    ----------    -----------

YEAR ENDED DECEMBER 31, 2000
------------------------------------------------
ACTUAL     ADJUSTMENTS(3)   AS ADJUSTED    %
----------   --------------   -----------   ----

CAPITALIZATION DATA:
Cash and cash equivalents.....................  $   95,243    $    87,757     $   183,000     --
==========    ===========     ===========   ====
Current portion of long-term debt.............     146,469             --         146,469   2.2%
Short-term debt:
Non-recourse(4).............................          --             --              --     --
Recourse(5).................................       8,000         (8,000)             --     --
Long-term debt:
Non-recourse(4).............................   2,146,953             --       2,146,953   32.2%
Recourse(5).................................   1,503,896        650,000       2,153,896   32.3%
Senior debentures (NRG Equity Units)........          --        278,875         278,875   4.2%
Total stockholders' equity....................   1,462,088        474,352       1,936,440   29.1%
----------    -----------     -----------   ----
Total capitalization.....................  $5,267,406    $ 1,395,227     $ 6,662,633   100%
==========    ===========     ===========   ====

AS OF DECEMBER 31,
---------------------------------------
1998          1999          2000
----------    ----------    -----------

CONSOLIDATED BALANCE SHEET DATA:
Net property, plant and equipment.....................  $  204,729    $1,975,403    $ 4,041,668
Net equity investments in projects....................     800,924       932,591        973,261
Total assets..........................................   1,293,426     3,431,684      5,978,992
Long-term recourse debt, including current
maturities..........................................     505,550       915,000      1,503,896
Long-term non-recourse debt, including current
maturities..........................................     120,926     1,056,860      2,293,422
Stockholders' equity..................................     579,332       893,654      1,462,088

S-9

13

AS OF AND FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------
1998           1999            2000
-----------    -----------    ------------

OTHER DATA:
Power generating capacity (MW), net...................       3,300         10,990          15,007
Consolidated EBITDA(6)................................  $   82,711     $  161,516     $   692,548
Total debt to total capitalization ratio..............        52.0%          72.4%           72.2%
Ratio of recourse debt to recourse debt and equity....        46.6%          58.4%           50.8%
Consolidated interest expense coverage ratio(7).......       1.64x          1.72x           2.36x
Ratio of earnings to fixed charges(8)(9)..............          --          1.04x           1.77x

---------------
(1) Includes pretax charges of $26.7 million, $0 and $3.9 million in the years
1998, 1999 and 2000, respectively, to write-down the carrying value of
certain energy projects. These amounts also include the gain on sale of our
interest in projects of $30.0 million in 1998, $15.5 million in 1999 and
$1.8 million in 2000.

(2) We have been included in the consolidated federal income tax and state
franchise tax returns of Xcel Energy. We have calculated our tax position on
a separate company basis under a tax sharing agreement with Xcel Energy and
received payment from Xcel Energy for tax benefits and paid Xcel Energy for
tax liabilities. Although this practice will not continue in the future, we
do not expect that this will have a material adverse effect on our earnings.

(3) Adjustment for March 2001 common stock and equity units offering (including
exercise of over-allotment options) and current offering and the application
of the proceeds from the offerings.

(4) Non-recourse debt is indebtedness incurred by a subsidiary for which there
is no recourse to NRG.

(5) Recourse debt is a direct corporate-level obligation of NRG.

(6) EBITDA is the sum of income (loss) before income taxes, interest expense
(net of capitalized interest) and depreciation and amortization expense.
EBITDA is a measure of financial performance not defined under generally
accepted accounting principles, which you should not consider in isolation
or as a substitute for net income, cash flows from operations or other
income or cash flow data prepared in accordance with generally accepted
accounting principles or as a measure of a company's profitability or
liquidity. In addition, EBITDA may not be comparable to similarly titled
measures presented by other companies and could be misleading because all
companies and analysts do not calculate it in the same fashion.

(7) This coverage ratio equals EBITDA divided by interest expense.

(8) The ratio of earnings to fixed charges is calculated by dividing earnings by
fixed charges. For this purpose "earnings" means income (loss) before income
taxes less undistributed equity in our share of operating earnings of
unconsolidated affiliates less equity in gain from project termination
settlements plus cash distributions from project termination settlements
plus fixed charges. "Fixed charges" means interest expense plus interest
capitalized plus amortization of debt issuance costs plus one-third of our
annual rental expense, which the Securities and Exchange Commission defines
as a reasonable approximation of rental expense interest.

(9) Due primarily to undistributed equity from unconsolidated affiliates,
earnings did not cover fixed charges by $7.3 million for the year ended
December 31, 1998.

S-10

14

RISK FACTORS

Before purchasing the notes you should carefully consider the following
risk factors as well as the other information contained in this prospectus
supplement, the accompanying prospectus and the information incorporated by
reference in order to evaluate an investment in the notes.

THE RECENT POWER AND LIQUIDITY CRISES FACED BY THE UTILITIES IN CALIFORNIA POSE
A NUMBER OF RISKS TO OUR BUSINESS.

Please see the discussion under the heading "Prospectus Supplement
Summary -- Recent Developments -- California" beginning on page S-6.

THERE IS NOT A PUBLIC MARKET FOR THE NOTES.

The notes are new issues of securities, and we do not intend to list them
on any securities exchange or apply for quotation through any inter-dealer
quotation system. The underwriters have advised us that they currently intend to
make a market in the notes, but the underwriters are not obligated to do so and
may discontinue any such market-making at any time. We cannot assure you as to
the liquidity of any market that may develop for the notes, your ability to sell
your notes or the prices at which you would be able to sell your notes.

S-11

15

USE OF PROCEEDS

The net proceeds from the sale of both series of notes, estimated to be
approximately $     million, will be used to repay all amounts outstanding under
our revolving credit facility ($467 million at March 31, 2001) and for
investments, other general corporate purposes and to provide capital for planned
acquisitions. Amounts outstanding under this facility, which matures on March 8,
2002, bear interest at a floating rate, which at March 31, 2001 was 6.97%. The
indebtedness outstanding under our revolving credit facility was incurred
principally in connection with acquisitions and general corporate purposes.
Certain of the underwriters or their affiliates are lenders under this facility.

S-12

16

DESCRIPTION OF NOTES

This section summarizes the specific financial and legal terms of the notes
that are more generally described under "Description of Debt Securities" in the
prospectus that is attached to the back of this prospectus supplement. If
anything described in this section is inconsistent with the terms described
under "Description of Debt Securities" in the attached prospectus, the terms
described here prevail.

- TITLE:     % Senior Notes due 2011 and    % Senior Notes due 2031

- TOTAL INITIAL PRINCIPAL AMOUNT BEING ISSUED:  $            million of the
Senior Notes due 2011 and $            million of the Senior Notes due
2031. We may issue additional notes of each series without the consent of
the holders of the notes.

- DUE DATES FOR PRINCIPAL:                 , 2011 and                , 2031

- INTEREST RATES:     % per annum on the Senior Notes due 2011 and    % per
annum on the Senior Notes due 2031

- DATE INTEREST STARTS ACCRUING:            , 2001

- INTEREST DUE DATES:  Every           and           until maturity

- FIRST INTEREST DUE DATE:            , 2001

- REGULAR RECORD DATES FOR INTEREST:  Every           and
immediately preceding the applicable interest payment dates

- FORM OF NOTES:  The notes of each series will be issued as Global
Securities, and may be issued in certificated form only in the limited
situations described under "Description of Debt Securities -- Exchange of
Book Entry Debt Securities for Certificated Debt Securities" in the
attached prospectus.

- NAME OF DEPOSITARY:  The Depository Trust Company ("DTC").

- CHANGE OF CONTROL:  Upon a Change of Control, a holder of notes of either
series may require us to repurchase that holder's notes, in whole or in
part, at 101% of the principal amount of those notes, plus accrued
interest. A Change of Control will not be deemed to have occurred with
respect to a series of notes if, after giving effect to it, those notes
are rated "BBB-" or better by Standard & Poor's Ratings Group and "Baa3"
or better by Moody's Investors Service, Inc.

- OPTIONAL REDEMPTION:  We may, at our option, redeem some or all of the
notes of each series at any time. If we redeem the    % notes before
, 2011 or the    % notes before           , 2031 we must pay
you whichever of the following two items is greater:

- 100% of the principal amount of the notes to be redeemed.

- a "make whole" amount, which will be calculated as described below.

When we redeem the notes of either series, we must also pay all interest
that has accrued to the redemption date on the redeemed notes. The
redeemed notes of the applicable series will stop bearing interest on the
redemption date unless and to the extent that we default in payment of the
redemption price, even if the holder does not collect the total redemption
price for such notes on that date.

- CALCULATION OF MAKE WHOLE AMOUNT:  The "make whole" amount for each
series of notes will equal the sum of the present values of the Remaining
Scheduled Payments (as defined below) discounted, on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months), at a rate
equal to the Treasury Rate (as defined below) plus   basis points in the
case of the Senior Notes due 2011 and   basis points in the case of the
Senior Notes due 2031.

"REMAINING SCHEDULED PAYMENTS" means the remaining scheduled payments of
the principal and interest on a note that would be due if the note were
not redeemed. However, if the redemption date is not a scheduled interest
payment date, the amount of the next succeeding scheduled interest payment
on the note will be reduced by the amount of interest accrued on the note
to the redemption date.

"TREASURY RATE" means an annual rate equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue (as defined below),
assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price

S-13

17

(as defined below) for the redemption date. The semiannual equivalent
yield to maturity will be computed as of the third business day
immediately preceding the redemption date.

"COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by Banc of America Securities LLC, Salomon Smith Barney Inc., or
any of their respective affiliates as having a maturity comparable to the
remaining term of the applicable series of notes that would be utilized,
at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt issues of comparable
maturity to the remaining term of such series of notes.

"COMPARABLE TREASURY PRICE" means the average of three Reference Treasury
Dealer Quotations (as defined below) obtained by the trustee for the
redemption date.

"REFERENCE TREASURY DEALERS" means Banc of America Securities LLC and
Salomon Smith Barney Inc. (so long as they continue to be primary U.S.
Government securities dealers) and any two other primary U.S. Government
securities dealers chosen by us. If Banc of America Securities LLC or
Salomon Smith Barney Inc. ceases to be a primary U.S. Government
securities dealer, we will appoint in its place another nationally
recognized investment banking firm that is a primary U.S. Government
securities dealer.

"REFERENCE TREASURY DEALER QUOTATION" means the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by a Reference Treasury Dealer at 3:30 p.m., New
York City time, on the third business day preceding the redemption date.

- REDEMPTION NOTICE:  We will give notice of a redemption to DTC at least
30 days (but not more than 60 days) before we redeem the notes of either
series. If we redeem only some of the notes, of that series, DTC's
practice is to choose by lot the amount to be redeemed from the notes
held by each of its participating institutions. DTC will give notice to
these participants, and these participants will give notice to any
"Street Name" holders of any indirect interests in those notes according
to arrangements among them; these notices may be subject to statutory or
regulatory requirements. We will not be responsible for giving notice to
anyone other than DTC.

- SALE OF PROPERTIES OR ASSETS:  Except for a sale of our assets
substantially as an entirety, and other than assets we are required to
sell to comply with governmental regulations, we may not sell or
otherwise dispose of any assets (other than short-term, readily
marketable investments purchased for cash management purposes with funds
not representing the proceeds of other asset sales) if on a pro forma
basis, the aggregate net book value of all such sales during the most
recent 12-month period would exceed 10% of our Consolidated Net Tangible
Assets (as defined below) computed as of the end of the most recent
quarter preceding such sale; provided, however, that any such sales shall
be disregarded for purposes of this 10% limitation if the proceeds are
invested in assets in similar or related lines of our business and,
provided further, that we may sell or otherwise dispose of assets in
excess of such 10% if we retain the proceeds from such sales or
dispositions, which are not reinvested as provided above, as cash or cash
equivalents or we use the proceeds to purchase and retire the notes of
either series offered hereby or debt ranking equally with the notes.

"CONSOLIDATED NET TANGIBLE ASSETS" means, as of the date of any
determination thereof, the total amount of all of our assets determined on
a consolidated basis in accordance with generally accepted accounting
principles ("GAAP") as of such date less the sum of (a) our consolidated
current liabilities determined in accordance with GAAP and (b) assets
properly classified as intangible assets, in accordance with GAAP.

- SINKING FUND:  There is no sinking fund.

- DEFEASANCE:  We may choose to terminate some of our obligations under
either series of notes as described under "Description of Debt
Securities -- Defeasance and Covenant Defeasance" in the attached
prospectus.

- TRUSTEE:  We will issue the notes under an indenture, as supplemented,
with The Bank of New York, as trustee, dated March 13, 2001.

S-14

18

UNDERWRITING

Subject to the terms and conditions stated in the underwriting agreement
dated April   , 2001, each underwriter named below has severally agreed to
purchase, and we have agreed to sell to such underwriter, the principal amount
of each series of notes set forth opposite the name of such underwriter:

PRINCIPAL AMOUNT OF      PRINCIPAL AMOUNT OF
NAME                                                        SENIOR NOTES DUE 2011    SENIOR NOTES DUE 2031
----                                                        ---------------------    ---------------------

Banc of America Securities LLC..........................        $                        $
Salomon Smith Barney Inc. ..............................
ABN AMRO Incorporated...................................
Deutsche Banc Alex. Brown Inc. .........................
BNP Paribas Securities Corp. ...........................
CIBC World Markets Corp. ...............................
Scotia Capital (USA) Inc. ..............................
Westdeutsche Landesbank Gironzentrale (Dusseldorf)......
Total..............................................        $                        $
============             ============

The underwriting agreement provides that the obligations of the several
underwriters to purchase the notes included in this offering are subject to
approval of certain legal matters by counsel and to certain other conditions.
The underwriters are obligated to purchase all of the notes of a series if they
purchase any of the notes of that series.

The underwriters, for whom Banc of America Securities LLC, Salomon Smith
Barney Inc., ABN AMRO Incorporated, Deutsche Banc Alex. Brown Inc., BNP Paribas
Securities Corp., CIBC World Markets Corp., Scotia Capital (USA) Inc. and
Westdeutsche Landesbank Gironzentrale (Dusseldorf) are acting as
representatives, propose to offer some of the notes directly to the public at
the public offering price set forth on the cover page of this supplement and
some of the notes to certain dealers at the public offering prices less a
concession not in excess of the principal amount of the notes. The underwriters
may allow, and such dealers may reallow, a discount not in excess of the
principal amount of the notes on sales to certain other dealers. After the
initial offering of the notes to the public, the public offering price and such
concessions may be changed by the representatives.

The following table shows the underwriting discounts and commissions to be
paid to the underwriters by us in connection with this offering (expressed as a
percentage of the principal amount of the notes).

PAID BY THE COMPANY
-------------------

Per Senior Note due 2011....................................
Per Senior Note due 2031....................................

In connection with the offering, the representatives of the underwriters
may purchase and sell notes in the open market. These transactions may include
over-allotment, syndicate covering transactions and stabilizing transactions.
Over-allotment involves syndicate sales of notes in excess of the principal
amount of the notes to be purchased by the underwriters in the offering, which
creates a syndicate short position. Syndicate covering transactions involves
purchases of the notes in the open market after the distribution has been
completed in order to cover syndicate short positions. Stabilizing transactions
consist of certain bids or purchases of notes made for the purpose of preventing
or retarding a decline in the market price of the notes while the offering is in
progress.

The underwriters may also impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when the
representatives of the underwriters, in covering syndicate short positions or
making stabilizing purchases, repurchase notes originally sold by that syndicate
member.

S-15

19

Any of these activities may cause the price of either series of notes to be
higher than the price that otherwise would exist in the open market in the
absence of such transactions. These transactions may be effected in the
over-the-counter market or otherwise and, if commenced, may be discontinued at
any time.

We estimate that our total expenses of this offering will be
$               .

The representatives have performed certain investment banking and advisory
services on our behalf from time to time for which they have received customary
fees and expenses. The representatives may, from time to time, engage in
transactions with and perform services on our behalf in the ordinary course of
their business. A portion of the proceeds from the sale of the notes will be
used to repay indebtedness owed to the underwriters or their affiliates.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments the
underwriters may be required to make in respect of any of those liabilities.

LEGAL MATTERS

Gibson, Dunn & Crutcher LLP has rendered an opinion which was filed as an
exhibit to the registration statement with respect to the legality of the notes.
Legal matters with respect to the notes will be passed upon for the underwriters
by Skadden, Arps, Slate, Meagher & Flom LLP. Each of Gibson, Dunn & Crutcher LLP
and Skadden, Arps, Slate, Meagher & Flom LLP have from time to time represented
us, and may in the future from time to time represent us, in connection with
various matters. See "Legal Matters" in the accompanying prospectus.

S-16

20

PROSPECTUS

$1,650,000,000

[NRG LOGO]

NRG ENERGY, INC.

Debt Securities, Preferred Stock, Common Stock,
Depositary Shares, Debt Warrants, Preferred Stock Warrants,
Common Stock Warrants, Stock Purchase Contracts,
Stock Purchase Units and Hybrid Securities
Combining Features of These Securities

-------------------------

We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the applicable prospectus
supplement carefully before you invest.

Our common stock is listed on the New York Stock Exchange under the symbol
"NRG."

-------------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.

-------------------------

THE DATE OF THIS PROSPECTUS IS JANUARY 29, 2001

21

No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized. This prospectus does not constitute an
offer to sell or the solicitation of an offer to buy any securities other than
the securities described in this prospectus or an offer to sell or the
solicitation of an offer to buy such securities in any circumstances in which
such offer or solicitation is unlawful. Neither the delivery of this prospectus,
nor any sale made hereunder, shall, under any circumstances, create any
implication that there has been no change in our affairs since the date hereof
or that the information contained or incorporated by reference herein is correct
as of any time subsequent to the date of such information.

-------------------------

TABLE OF CONTENTS

PAGE
----

About This Prospectus.......................................       1
Where You Can Find More Information.........................       1
Forward-Looking Statements..................................       2
Risk Factors................................................       4
The Company.................................................      13
Use Of Proceeds.............................................      14
Earnings To Fixed Charges Ratio.............................      14
Description Of Debt Securities..............................      14
Description Of Stock........................................      23
Description Of Warrants.....................................      27
Description Of Depositary Shares............................      28
Description Of Stock Purchase Contracts And Stock Purchase
Units.....................................................      31
Plan Of Distribution........................................      31
Legal Matters...............................................      32
Experts.....................................................      32

i

22

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Using this process, we may offer the securities described in this prospectus,
either separately or in units, in one or more offerings with a total initial
offering price of up to $1,650,000,000. This prospectus provides you with a
general description of the securities we may offer. Each time we offer
securities, we will provide a prospectus supplement to this prospectus. The
prospectus supplement will describe the specific terms of that offering. The
prospectus supplement may also add, update or change the information contained
in this prospectus. Please carefully read this prospectus and the prospectus
supplement, in addition to the information contained in the documents we refer
you to under the heading "Where You Can Find More Information."

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the Securities and Exchange Commission's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the Securities and Exchange Commission at 1-800-732-0330 for further
information on the public reference rooms. You may also obtain copies of these
materials from the public reference section of the Securities and Exchange
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Our Securities and Exchange Commission filings are also available to the
public from the Securities and Exchange Commission's web site at
http://www.sec.gov. In addition, our Securities and Exchange Commission filings
are also available at the office of the New York Stock Exchange. For further
information on obtaining copies of our public filings at the New York Stock
Exchange, you should call (212) 656-5060.

This prospectus is part of a registration statement we have filed with the
Securities and Exchange Commission relating to the securities described in this
prospectus. As permitted by Securities and Exchange Commission rules, this
prospectus does not contain all of the information set forth in the registration
statement. You should read the registration statement for further information
about us and the securities described in this prospectus. You may inspect the
registration statement and its exhibits without charge at the office of the
Securities and Exchange Commission at 450 Fifth Street, N.W., in Washington,
D.C. 20549, and you may obtain copies from the Securities and Exchange
Commission at prescribed rates.

The Securities and Exchange Commission allows us to "incorporate by
reference" the information that we file with them, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus. The information filed by us with the Securities and Exchange
Commission in the future will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made by us with the Securities and Exchange Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the initial filing of the registration statement that contains this prospectus
and until the time that we sell all the securities described in this prospectus:

1. Our Annual Report on Form 10-K405 and Form 10-K405A for the fiscal
year ended December 31, 1999;

2. Our Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2000; June 30, 2000 and September 30, 2000;

3. Our Current Reports on Form 8-K as filed with the Securities and
Exchange Commission on April 7, 2000; April 20, 2000; June 21, 2000; June
28, 2000; July 20, 2000, September 8, 2000; September 13, 2000; September
25, 2000; September 27, 2000; October 31, 2000; November 22, 2000; and
December 28, 2000; and

4. The description of our common stock contained in the Registration
Statement on Form 8-A filed on May 17, 2000.

1

23

You may request a copy of these filings, at no cost, by writing or calling
us at the following address or telephone number:

Investor Relations
NRG Energy, Inc.
901 Marquette Avenue, Suite 2300
Minneapolis, Minnesota 55402
(612) 373-5300

You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front of these documents.

FORWARD-LOOKING STATEMENTS

This prospectus contains or incorporates by reference statements that do
not directly or exclusively relate to historical facts. Such statements are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. You can typically identify forward-looking
statements by the use of forward-looking words, such as "may," "will," "could,"
"project," "believe," "anticipate," "expect," "estimate," "continue,"
"potential," "plan," "forecasts," and similar terms. These statements represent
our intentions, plans, expectations and beliefs and are subject to risks,
uncertainties and other factors. Many of these factors are outside our control
and could cause actual results to differ materially from such forward-looking
statements. These factors include, among others:

- Economic conditions including inflation rates and monetary or currency
exchange rate fluctuations;

- Trade, monetary, fiscal, taxation, and environmental policies of
governments, agencies and similar organizations in geographic areas where
we have a financial interest;

- Customer business conditions including demand for their products or
services and supply of labor and materials used in creating their
products and services;

- Financial or regulatory accounting principles or policies imposed by the
Financial Accounting Standards Board, the Securities and Exchange
Commission, the Federal Energy Regulatory Commission and similar entities
with regulatory oversight;

- Changes in the availability or cost of capital, including those resulting
from changes in interest rates; market perceptions of the power
generation industry, us or any of our subsidiaries, or security ratings;

- Factors affecting power generation operations such as unusual weather
conditions; catastrophic weather-related damage; unscheduled generation
outages, maintenance or repairs; unanticipated changes to fossil fuel or
gas supply costs or availability due to higher demand, shortages,
transportation problems or other developments; environmental incidents;
or electric transmission or gas pipeline system constraints;

- Workforce factors including loss or retirement of key executives,
collective bargaining agreements with union employees or work stoppages;

- Volatility of energy prices in a deregulated market environment;

- Increased competition in the power generation industry;

- Cost and other effects of legal and administrative proceedings,
settlements, investigations and claims;

- Technological developments that result in competitive disadvantages and
create the potential for impairment of existing assets;

2

24

- Factors associated with various investments including conditions of final
legal closing, partnership actions, competition, operating risks,
dependence on certain suppliers and customers, domestic and foreign
environmental and energy regulations;

- Limitations on our ability to control the development or operation of
projects in which we have less than 100% interest;

- The lack of operating history at development projects, the lack of our
operating history at projects not yet owned and the limited operating
history at recently-acquired projects provide only a limited basis for
management to project the results of future operations;

- Risks associated with timely completion of development projects,
including obtaining competitive contracts, obtaining regulatory and
permitting approvals, local opposition, and construction delays;

- Failure to timely satisfy closing conditions contained in definitive
agreements for the acquisitions of projects not yet closed, many of which
are beyond our control;

- Factors challenging the successful integration of projects not previously
owned or operated by us, including the ability to obtain operating
synergies;

- Factors associated with operating in foreign countries, including delays
in permitting and licensing of generation facilities; construction delays
and business interruptions; political instability and risk of war,
expropriation and nationalization, renegotiation or nullification of
existing contracts; changes in law; and the ability to convert foreign
currency into United States dollars; and

- Other business or investment considerations that may be disclosed from
time to time in our Securities and Exchange Commission filings or in
other publicly disseminated written documents.

We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
The foregoing review of factors should not be construed as exhaustive.

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RISK FACTORS

Before you invest in any of the securities described in this prospectus,
you should be aware of the significant risks described below. You should
carefully consider these risks, together with all of the other information
included in this prospectus, the accompanying prospectus supplement and the
information incorporated by reference, before you decide whether to purchase our
securities.

Some of the information in this prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue" or similar words. You should
read statements that contain these words carefully because they: (1) discuss our
future expectations; (2) contain projections of our future results of operations
or of our future financial condition; or (3) state other "forward-looking"
information. We believe that it is important to communicate our future
expectations to our investors. However, our future results and financial
condition will be impacted by events or factors in the future that we have not
been able to accurately predict or over which we have no control.

The risk factors listed in this section, as well as any cautionary language
in this prospectus, provide examples of risks, uncertainties and events that may
cause our actual results to differ materially from the expectations we describe
in our forward-looking statements. Before you invest in our securities, you
should be aware that the occurrence of the events described in these risk
factors and elsewhere in this prospectus, the accompanying prospectus supplement
and the information incorporated by reference could have a material adverse
effect on our business, financial condition and results of operations.

RISKS RELATING TO THE WHOLESALE POWER MARKETS

OUR REVENUES ARE NOT PREDICTABLE BECAUSE MANY OF OUR POWER GENERATION
FACILITIES OPERATE, WHOLLY OR PARTIALLY, WITHOUT LONG-TERM POWER PURCHASE
AGREEMENTS.

Historically, substantially all revenues from independent power generation
facilities were derived under power purchase agreements having terms in excess
of 15 years, pursuant to which all energy and capacity was generally sold to a
single party at fixed prices. Because of changes in the industry, the percentage
of facilities, including ours, with these types of long-term power purchase
agreements has decreased, and it is likely that over time, most of our
facilities will operate without these agreements. Without the benefit of these
types of power purchase agreements, we cannot assure you that we will be able to
sell the power generated by our facilities or that our facilities will be able
to operate profitably.

BECAUSE WHOLESALE POWER PRICES ARE SUBJECT TO EXTREME VOLATILITY, THE
REVENUES THAT WE GENERATE ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS.

We must sell all or a portion of the energy, capacity and other products
from many of our facilities into wholesale power markets. The prices of energy
products in those markets are influenced by many factors outside of our control,
including fuel prices, transmission constraints, supply and demand, weather,
economic conditions, and the rules, regulations and actions of the system
operators in those markets. In addition, unlike most other commodities, energy
products cannot be stored and therefore must be produced concurrently with their
use. As a result, the wholesale power markets are subject to significant price
fluctuations over relatively short periods of time and can be unpredictable.

WE HAVE A LIMITED HISTORY OF SELLING AND MARKETING PRODUCTS IN THE
WHOLESALE POWER MARKETS AND MAY NOT BE ABLE TO SUCCESSFULLY MANAGE THE RISKS
ASSOCIATED WITH THIS ASPECT OF OUR BUSINESS.

We are exposed to market risks through our power marketing business, which
involves the establishment of trading positions in the energy, fuel and emission
allowance markets on a short-term basis. We sell forward contracts and options
and establish positions in, and sell on the spot market, our energy, capacity
and other energy products that are not otherwise committed under long-term
contracts. In addition, we use these trading activities to procure fuel and
emission allowances for our facilities on the spot market. We have been managing
risks associated with price volatility in this manner for only a limited

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amount of time. We may not be able to effectively manage this price volatility,
and may not be able to successfully manage the other risks associated with
trading in energy markets, including the risk that counter parties may not
perform.

RISKS RELATING TO OUR OPERATIONS

WE HAVE MADE SUBSTANTIAL INVESTMENTS IN OUR RECENT ACQUISITIONS AND OUR
SUCCESS DEPENDS ON THE APPROPRIATENESS OF THE PRICES WE PAID FOR THESE
ACQUISITIONS AS WELL AS ON OUR ABILITY TO SUCCESSFULLY INTEGRATE, OPERATE AND
MANAGE THE ACQUIRED ASSETS.

During the period from December 31, 1998 through December 31, 2000, we have
more than quadrupled our net ownership interests in power generation facilities,
expanding from 3,300 MW of net ownership interests in power generation
facilities to approximately 15,006 MW of net ownership interests. The prices we
paid in these acquisitions were based on our assumptions as to the economics of
operating the acquired facilities and the prices at which we would be able to
purchase fuel for them and sell energy, capacity and other products from them.
If any of the assumptions as to a given facility prove to be materially
inaccurate, it could have a significant impact on the financial performance of
that facility and possibly on our entire company. In connection with these
acquisitions, we have hired and will hire a substantial number of new employees.
We may not be able to successfully integrate all of the newly hired employees,
or profitably integrate, operate, maintain and manage our newly acquired power
generation facilities in a competitive environment. In addition, operational
issues may arise as a result of a lack of integration or our lack of familiarity
with issues specific to a particular facility.

OUR PROJECT DEVELOPMENT AND ACQUISITION ACTIVITIES MAY NOT BE SUCCESSFUL
WHICH WOULD IMPAIR OUR ABILITY TO EXECUTE OUR GROWTH STRATEGY.

We may not be able to identify attractive acquisition or development
opportunities or to complete acquisitions or development projects that we
undertake. If we are not able to identify and complete additional acquisitions
and development projects, we will not be able to successfully execute our growth
strategy. Factors that could cause our acquisition and development activities to
be unsuccessful include the following:

- competition,

- inability to obtain additional capital on acceptable terms,

- inability to obtain required governmental permits and approvals,

- cost-overruns or delays in development that make continuation of a
project impracticable,

- inability to negotiate acceptable acquisition, construction, fuel supply
or other material agreements, and

- inability to hire and retain qualified personnel.

WE INCUR SIGNIFICANT EXPENSES IN EVALUATING POTENTIAL PROJECTS, MOST OF
WHICH ARE NOT ULTIMATELY ACQUIRED OR COMPLETED.

In order to implement our growth strategy, we must continue to actively
pursue acquisition and development opportunities. Substantial expenses are
incurred in investigating and evaluating any potential opportunity before we can
determine whether the opportunity is feasible or economically attractive. In
addition, we expect to participate in many competitive bidding processes for
power generation facilities that require us to incur substantial expenses
without any assurance that our bids will be accepted. As a result, we expect
that our development expenses will increase in the future with no assurance that
we will be successful in acquiring or completing additional new projects.

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CONSTRUCTION, EXPANSION, REFURBISHMENT AND OPERATION OF POWER GENERATION
FACILITIES INVOLVE SIGNIFICANT RISKS THAT CANNOT ALWAYS BE COVERED BY INSURANCE
OR CONTRACTUAL PROTECTIONS.

The construction, expansion and refurbishment of power generation, thermal
energy production and transmission and resource recovery facilities involve many
risks, including:

- supply interruptions,

- work stoppages,

- labor disputes,

- social unrest,

- weather interferences,

- unforeseen engineering, environmental and geological problems, and

- unanticipated cost overruns.

The ongoing operation of these facilities involves all of the risks
described above, in addition to risks relating to the breakdown or failure of
equipment or processes and performance below expected levels of output or
efficiency. New plants may employ recently developed and technologically complex
equipment, especially in the case of newer environmental emission control
technology. While we maintain insurance, obtain warranties from vendors and
obligate contractors to meet certain performance levels, the proceeds of such
insurance, warranties or performance guarantees may not be adequate to cover
lost revenues, increased expenses or liquidated damages payments. Any of these
risks could cause us to operate below expected capacity levels, which in turn
could result in lost revenues, increased expenses, higher maintenance costs and
penalties. As a result, a project may operate at a loss or be unable to fund
principal and interest payments under its project financing agreements, which
may result in a default under that project's indebtedness.

WE ARE EXPOSED TO THE RISK OF FUEL COST INCREASES AND INTERRUPTION IN FUEL
SUPPLY BECAUSE OUR FACILITIES GENERALLY DO NOT HAVE LONG-TERM FUEL SUPPLY
AGREEMENTS.

Most of our domestic power generation facilities that sell energy into the
wholesale power markets purchase fuel under short-term contracts or on the spot
market. Even though we attempt to hedge some portion of our known fuel
requirements, we still may face the risk of supply interruptions and fuel price
volatility. The price we can obtain for the sale of energy may not rise at the
same rate, or may not rise at all, to match a rise in fuel costs. This may have
a material adverse effect on our financial performance.

WE OFTEN RELY ON SINGLE SUPPLIERS AND AT TIMES WE RELY ON SINGLE CUSTOMERS
AT OUR FACILITIES, EXPOSING US TO SIGNIFICANT FINANCIAL RISKS IF EITHER SHOULD
FAIL TO PERFORM THEIR OBLIGATIONS.

We often rely on a single supplier for the provision of fuel, water and
other services required for operation of a facility, and at times, we rely on a
single customer or a few customers to purchase all or a significant portion of a
facility's output, in some cases under long-term agreements that provide the
support for any project debt used to finance the facility. The failure of any
one customer or supplier to fulfill its contractual obligations to the facility
could have a material adverse effect on such facility's financial results.
Consequently, the financial performance of any such facility is dependent on the
continued performance by customers and suppliers of their obligations under
these long-term agreements and, in particular, on the credit quality of the
project's customers and suppliers.

OUR SIGNIFICANT BUSINESS OPERATIONS OUTSIDE THE UNITED STATES EXPOSE US TO
LEGAL, TAX, CURRENCY, INFLATION, CONVERTIBILITY AND REPATRIATION RISKS, AS WELL
AS POTENTIAL CONSTRAINTS ON THE DEVELOPMENT AND OPERATION OF OUR POTENTIAL
BUSINESS, ANY OF WHICH CAN LIMIT THE BENEFITS TO US OF EVEN A SUCCESSFUL FOREIGN
PROJECT.

A key component of our business strategy is the development and acquisition
of projects outside the United States in areas such as Australia, Europe and
Latin America. The economic and political conditions in many of the countries
where we have assets or in which we are or may be exploring development or
acquisition opportunities present many risks. These risks, such as delays in
permitting and

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licensing, construction delays and interruption of business, as well as risks of
war, expropriation, nationalization, renegotiation or nullification of existing
contracts and changes in law or tax policy are generally greater than risks in
the United States. The uncertainty of the legal environment in certain foreign
countries in which we may develop or acquire projects could make it more
difficult to obtain non-recourse project financing on suitable terms and could
impair our ability to enforce our rights under agreements relating to these
projects.

Operations in foreign countries also can present currency exchange,
inflation, convertibility and repatriation risks. In countries in which we may
develop or acquire projects in the future, economic and monetary conditions and
other factors could affect our ability to convert our earnings to United States
dollars or other acceptable currencies or to move funds offshore from such
countries. Furthermore, the central bank of any foreign country may have the
authority in certain circumstances to suspend, restrict or otherwise impose
conditions on foreign exchange transactions or to approve distributions to
foreign investors. Although we generally seek to structure our power purchase
agreements and other project revenue agreements to provide for payments to be
made in, or indexed to, United States dollars or a currency freely convertible
into United States dollars, we can offer no assurance that we will be able to
achieve this structure in all cases or that a power purchaser or other customer
will be able to obtain acceptable currency to pay their obligations to us.

As part of privatizations or other international acquisition opportunities,
we may make investments in ancillary businesses not directly related to power
generation, thermal energy production and transmission or resource recovery and
in which our management may not have had prior experience. In such cases, our
policy is to invest with partners having the necessary expertise. However, we
can offer no assurance that such persons will be available as co-venturers in
every case. In addition, as a condition to participating in privatizations and
refurbishments of formerly state-owned businesses, we may be required to
undertake transitional obligations relating to union contracts, employment
levels and benefits obligations for employees, which could prevent or delay the
achievement of desirable operating efficiencies and financial performance.

THE LOY YANG FACILITY IN WHICH WE HAVE INVESTED IS EXPERIENCING FINANCIAL
DIFFICULTIES BECAUSE OF LOWER THAN EXPECTED WHOLESALE POWER PRICES, WHICH COULD
RESULT IN AN EVENT OF DEFAULT UNDER ITS LOAN AGREEMENTS.

Energy prices in the Victoria region of the National Electricity Market of
Australia into which our Loy Yang facility sells its power have been
significantly lower than we had expected when we acquired our interest in that
facility. As a result, the Loy Yang project company is currently prohibited by
its loan agreements from making equity distributions to the project owners.
While energy prices in the Victoria region have improved in recent months, if
they were to fall below our current forecasted prices, the Loy Yang project
company could fail to meet required coverage ratios under its loan agreements
beginning in the first quarter of 2002, which would constitute an event of
default. Although the Loy Yang project company would still then be able to
service all of its senior debt obligations, absent a restructuring, the project
company's lenders would be allowed to accelerate the project company's
indebtedness. We could be required to write off all or a significant portion of
our current US$250 million investment in this project as a result of such
acceleration, or as a result of a determination by the project company that a
write-down of its assets is required or our determination that we would not be
able to recover our investment in the project.

In February 2000, CMS Energy announced its intention to divest its 49.6%
ownership in the Loy Yang project. CMS Energy indicated that it intended to sell
its interest because the project was no longer of strategic value to its
portfolio and had not met its financial expectations. No purchaser for this
interest has emerged. The remaining partners in the Loy Yang project have rights
of first refusal with respect to CMS Energy's sale of its interest.

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RISKS RELATING TO OUR CORPORATE AND FINANCIAL STRUCTURE

BECAUSE WE OWN LESS THAN 100% OF SOME OF OUR PROJECT INVESTMENTS, WE CANNOT
EXERCISE COMPLETE CONTROL OVER THEIR OPERATIONS.

We have limited control over the development, construction, acquisition or
operation of some project investments and joint ventures because our investments
are in projects where we beneficially own less than 50% of the ownership
interests. A substantial portion of our future investments in international
projects may also take the form of minority interests. We seek to exert a degree
of influence with respect to the management and operation of projects in which
we own less than 50% of the ownership interests by negotiating to obtain
positions on management committees or to receive certain limited governance
rights such as rights to veto significant actions. However, we may not always
succeed in such negotiations. We may be dependent on our co-venturers to
construct and operate such projects. Our co-venturers may not have the level of
experience, technical expertise, human resources management and other attributes
necessary to construct and operate these projects. The approval of co-venturers
also may be required for us to receive distributions of funds from projects or
to transfer our interest in projects.

WE REQUIRE SIGNIFICANT AMOUNTS OF CAPITAL TO GROW OUR BUSINESS AND OUR
FUTURE ACCESS TO SUCH FUNDS IS UNCERTAIN.

We will require continued access to substantial debt and equity capital
from outside sources on acceptable terms in order to assure the success of
future projects and acquisitions. Our ability to arrange debt financing, either
at the corporate level or on a non-recourse project-level basis, and the costs
of such capital are dependent on numerous factors, including:

- general economic and capital market conditions,

- credit availability from banks and other financial institutions,

- investor confidence in us, our partners and the regional wholesale power
markets,

- maintenance of acceptable credit ratings,

- the success of current projects,

- the perceived quality of new projects, and

- provisions of tax and securities laws that may impact raising capital in
this manner.

In order to access capital on a substantially non-recourse basis in the
future, we may have to make larger equity investments in, or provide more
financial support for, our project subsidiaries. We also may not be successful
in structuring future financing for our projects on a substantially non-recourse
basis.

The equity capital for our projects has been provided by
internally-generated cash flow from our projects and other borrowings and, prior
to completion of the merger of Northern States Power and New Century Energies,
Inc., equity contributions from Northern States Power. We cannot assure you that
Xcel Energy will continue to provide additional equity capital to us or permit
us to raise additional equity capital from others. Any inability to raise
additional equity capital will restrict our ability to execute our growth
strategy. Currently, regulatory restrictions under the Public Utility Holding
Company Act of 1935 ("PUHCA") prevent Xcel Energy from providing additional
equity to us. Although, Xcel Energy is in the process of applying for the
approvals necessary to lift the restrictions, we cannot assure you that such
approvals will be received.

WE HAVE SUBSTANTIAL INDEBTEDNESS, WHICH COULD LIMIT OUR ABILITY TO GROW AND
OUR FLEXIBILITY IN OPERATING OUR PROJECTS.

As of December 31, 2000, we had total recourse debt of $1,511.9 million,
with an additional $2,293.4 million of non-recourse debt appearing on our
balance sheet. The percentage of our total recourse debt to recourse debt and
equity was 50.9% as of December 31, 2000. The substantial amount of debt that we
have and the debt of our project subsidiaries and project affiliates presents
the risk that we might not generate sufficient cash to service our indebtedness,
and that our leveraged capital structure could limit our ability to finance the
acquisition and development of additional projects, to compete effectively, to
operate successfully under adverse economic conditions and to fully implement
our strategy.

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Our lenders may accelerate our credit facilities and public debt
instruments upon the occurrence of certain events of default. In addition, if we
undergo a change of control, our credit facilities may be accelerated, and our
public debt may also be accelerated if it is rated below investment grade by
certain rating agencies. Because Xcel Energy currently controls approximately
98% of the total voting power of our common stock and our class A common stock,
we have no ability to prevent a change of control. If our indebtedness is
accelerated, we could be forced into bankruptcy and you could lose your entire
investment.

WE HAVE GUARANTEED OBLIGATIONS AND LIABILITIES OF OUR PROJECT SUBSIDIARIES
AND AFFILIATES WHICH WOULD BE DIFFICULT FOR US TO SATISFY IF THEY ALL CAME DUE
SIMULTANEOUSLY.

In many of our projects, we have executed guarantees of the project
affiliate's indebtedness, equity or operating obligations. In addition, in
connection with the purchase and sale of fuel, emission allowances and power
generation products to and from third parties with respect to the operation of
some of our generation facilities, we are required to guarantee a portion of the
obligations of certain of our subsidiaries. These guarantees totaled
approximately $493 million as of December 31, 2000. We may not be able to
satisfy all of these guarantees and other obligations if they were to come due
at the same time, which would have a material adverse effect on us.

OUR HOLDING COMPANY STRUCTURE LIMITS OUR ACCESS TO THE FUNDS OF PROJECT
SUBSIDIARIES AND PROJECT AFFILIATES THAT WE WILL NEED IN ORDER TO SERVICE OUR
CORPORATE-LEVEL INDEBTEDNESS.

Substantially all of our operations are conducted by our project
subsidiaries and project affiliates. Our cash flow and our ability to service
our corporate-level indebtedness when due is dependent upon our receipt of cash
dividends and distributions or other transfers from our projects and other
subsidiaries. The debt agreements of our subsidiaries and project affiliates
generally restrict their ability to pay dividends, make distributions or
otherwise transfer funds to us. In addition, a substantial amount of the assets
of our project subsidiaries and project affiliates has been pledged as
collateral under their debt agreements.

Our project subsidiaries and project affiliates are separate and distinct
legal entities that have no obligation, contingent or otherwise, to pay any
amounts due under our indebtedness or to make any funds available to us, whether
by dividends, loans or other payments, and they do not guarantee the payment of
our corporate-level indebtedness. We own less than 50% of the ownership
interests in many of our foreign projects, and therefore we are unable to
unilaterally cause dividends or distributions to be made from these operations.

Any right we may have to receive assets of any of our subsidiaries or
project affiliates upon a liquidation or reorganization of such subsidiaries or
project affiliates will be effectively subordinated to the claims of any such
subsidiary's or project affiliate's creditors, including trade creditors and
holders of debt issued by such subsidiary or project affiliate.

There can be no assurance that cash available from our domestic operations
and the repayment to us of loans made by us to our foreign affiliates will be
sufficient to make corporate-level debt payments, as and when due. If we elect
to repatriate cash from foreign subsidiaries or affiliates to make these
payments in case of such a shortfall, then we may incur United States taxes, net
of any available foreign tax credits, on the repatriation of such foreign cash.

POTENTIAL CONFLICTS OF INTEREST WITH OUR CONTROLLING STOCKHOLDER MAY BE
RESOLVED IN A MANNER THAT IS ADVERSE TO US.

Xcel Energy, our controlling stockholder, and directors and officers of
Xcel Energy and its subsidiaries, some of whom are directors of ours, are in
positions involving the possibility of conflicts of interest with respect to
transactions in which both we and Xcel Energy have an interest. In addition,
Xcel Energy, subject to its fiduciary duties owed to our minority stockholders,
may compete with us for business opportunities that may be attractive to both us
and to Xcel Energy. We can offer no assurance that any such conflict will be
resolved in our favor.

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THE MERGER OF NORTHERN STATES POWER AND NEW CENTURY ENERGIES, WHICH WAS
COMPLETED IN AUGUST 2000, CONSTRAINS THE CONDUCT OF OUR BUSINESS.

The merger of Northern States Power and New Century Energies was accounted
for as a "pooling of interest." In accordance with the "pooling of interest"
rules, neither company can alter their equity interests or dispose of a material
portion of their assets through the date of the merger and for a period of time
thereafter. These constraints may limit our flexibility to conduct our business
as we otherwise would absent such constraints.

The shares of our class A common stock that were owned by Northern States
Power prior to the completion of the merger are now owned by a wholly-owned
subsidiary of the surviving corporation in the merger, Xcel Energy. Xcel Energy
is subject to the provisions of various energy-related laws and regulations,
including PUHCA, and, in turn, we are subject to certain constraints imposed by
PUHCA.

AN EQUITY OFFERING MAY PREVENT US FROM CONTINUING TO BE A MEMBER OF XCEL
ENERGY'S CONSOLIDATED TAX GROUP FOR INCOME TAX PURPOSES.

If as a result of an equity offering, Xcel Energy owns equity securities
representing less than 80% of our value, we will no longer be a member of Xcel
Energy's consolidated group for U.S. federal income tax purposes.

RISKS RELATING TO OUR INDUSTRY

OUR BUSINESS IS SUBJECT TO SUBSTANTIAL GOVERNMENTAL REGULATION AND
PERMITTING REQUIREMENTS AND MAY BE ADVERSELY AFFECTED BY ANY FUTURE INABILITY TO
COMPLY WITH EXISTING OR FUTURE REGULATIONS OR REQUIREMENTS.

In General. Our business is subject to extensive energy, environmental and
other laws and regulations of federal, state and local authorities. We generally
are required to obtain and comply with a wide variety of licenses, permits and
other approvals in order to operate our facilities. We may incur significant
additional costs because of our compliance with these requirements. If we fail
to comply with these requirements, we could be subject to civil or criminal
liability and the imposition of liens or fines. In addition, existing
regulations may be revised or reinterpreted, new laws and regulations may be
adopted or become applicable to us or our facilities, and future changes in laws
and regulation may have a detrimental effect on our business. Furthermore, with
the continuing trend toward stricter standards, greater regulation, more
extensive permitting requirements and an increase in the assets we operate, we
expect our environmental expenditures to be substantial in the future.

Energy Regulation. PUHCA and the Federal Power Act ("FPA") regulate public
utility holding companies and their subsidiaries and place certain constraints
on the conduct of their business. The Public Utility Regulatory Policies Act of
1978 ("PURPA") provides to qualifying facilities ("QFs") exemptions from federal
and state laws and regulations, including PUHCA and most provisions of the FPA.
The Energy Policy Act of 1992 also provides relief from regulation under PUHCA
to exempt wholesale generators ("EWGs") and foreign utility companies ("FUCOs").
Maintaining the status of our facilities as QFs, EWGs or FUCOs is conditioned on
their continuing to meet statutory criteria, and could be jeopardized, for
example, by the making of retail sales by an EWG in violation of the
requirements of the Energy Policy Act. Prior to the completion of the merger
between Northern States Power and New Century Energies, we were not subject to
regulation as a registered holding company under PUHCA. Now that the merger is
completed, we are subject to regulation as a subsidiary of a registered holding
company under PUHCA. These regulations include restrictions imposed upon
aggregate investment by registered holding companies in EWGs and FUCOs that are
financed by contributions or guarantees by the parent holding company. These
investment restrictions, issued pursuant to SEC regulations, limit registered
holding company investment in EWGs and FUCOs without prior SEC approval to 50%
of the registered holding company's consolidated retained earnings. The
existence of such investment cap and the potential need to request SEC waivers
of or increases in the cap could delay or prevent any infusions of capital from
Xcel Energy that it may otherwise desire to make.

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We are continually in the process of obtaining or renewing federal, state
and local approvals required to operate our facilities. Additional regulatory
approvals may be required in the future due to a change in laws and regulations,
a change in our customers or other reasons. We may not always be able to obtain
all required regulatory approvals, and we may not be able to obtain any
necessary modifications to existing regulatory approvals or maintain all
required regulatory approvals. If there is a delay in obtaining any required
regulatory approvals or if we fail to obtain and comply with any required
regulatory approvals, the operation of our facilities or the sale of electricity
to third parties could be prevented or subject to additional costs.

Environmental Regulation. In acquiring many of our facilities, we assumed
on-site liabilities associated with the environmental condition of those
facilities, regardless of when such liabilities arose and whether known or
unknown, and in some cases agreed to indemnify the former owners of those
facilities for on-site environmental liabilities. We may not at all times be in
compliance with all applicable environmental laws and regulations. Steps to
bring our facilities into compliance could be prohibitively expensive, and may
cause us to be unable to pay our debts when due. Moreover, environmental laws
and regulations can change.

For example, in October 1999, Governor Pataki of New York announced that he
was ordering the New York Department of Environmental Conservation to require
further reductions of sulphur dioxide and nitrogen oxides emissions from New
York power plants, beyond that which is required under current federal and state
law. These reductions would be phased in between January 1, 2003 and January 1,
2007. Compliance with these emission reductions requirements, if they become
effective, could have a material adverse impact on the operation of some of our
facilities located in the State of New York.

In December 2000, the Connecticut Department of Environmental Protection
("CDEP") promulgated regulations applicable to power plants and other major
sources of air pollution, requiring them to further reduce emissions of nitrogen
oxides and sulphur dioxides by May 2003. The regulations require reductions of
sulphur dioxides by an amount that is 50% greater than current commitments and
reductions of nitrogen oxides that are 20 to 30% greater than current
commitments. The regulations provide that the CDEP should use market based
incentives and a system of creditable emissions allowances or credits to foster
cost effective reductions. We expect that we will be able to comply with the new
regulations in accordance with the schedule for compliance.

In addition, the Connecticut legislature has in the past considered, but
rejected, legislation that would require older electrical generation stations to
comply with more stringent pollution standards than are currently in effect in
Connecticut for nitrogen oxides and sulphur dioxide emissions. In 1999 and 2000,
legislation was proposed in the Connecticut legislature that could require our
Connecticut facilities to rely on more expensive fuels or install additional air
pollution control equipment. We expect that similar legislation will be
introduced in the 2001 legislative session. If such legislation were to become
law without reflecting the benefit of critical elements of current federal
emission reduction initiatives, such as market based emission trading between
sources located across broad geographic regions, our Connecticut facilities,
including the Bridgeport Harbor and New Haven Harbor stations we expect to
acquire during the first half of 2001, may be placed at a significant
competitive disadvantage.

We are subject to environmental investigations and lawsuits both on the
state and federal level. For instance, in May 2000, the New York Department of
Environmental Conservation issued a Notice of Violation to us and the prior
owner of our Huntley and Dunkirk facilities relating to physical changes made at
those facilities prior to our assumption of ownership. The Notice of Violation
alleges that these changes represent major modifications undertaken without
obtaining the required permits. Although we have a right to indemnification by
the previous owner for fines, penalties, assessments and related losses
resulting from the previous owner's failure to comply with environmental laws
and regulations, if these facilities did not comply with the applicable permit
requirements, we could be required, among other things, to install specified
pollution control technology to further reduce pollutant emissions from the
Dunkirk and Huntley facilities, and we could become subject to fines and
penalties associated with the current and prior operation of the facilities.

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In addition, in November 1999, the United States Department of Justice
filed suit against seven electric utilities for alleged violations of Clean Air
Act requirements related to modifications of existing sources at seventeen
utility generation stations located in the southern and midwestern regions of
the United States. The EPA also issued administrative notices of violation
alleging similar violations at eight other power plants owned by some of the
electric utilities named as defendants in the lawsuit, and also issued an
administrative order to the Tennessee Valley Authority for similar violations at
seven of its power plants. To date, no lawsuits or administrative actions have
been brought against us or any of our subsidiaries or affiliates or the former
owners of our facilities alleging similar violations, although a subsidiary of
Conectiv has received information requests from the EPA regarding the Deepwater
and BL England facilities that we have agreed to purchase, and the current owner
of the Bridgeport Harbor station in Connecticut that we have agreed to purchase
has already received such an information request. Lawsuits or administrative
actions alleging similar violations at our facilities could be filed in the
future and if successful, could have a material adverse effect on our business.

The Massachusetts Department of Environmental Protection has issued
proposed regulations that would require significant emissions reductions from
certain coal-fired power plants in the state, including our Somerset facility.
Compliance with portions of these proposed regulations, which are still being
evaluated, could have a material adverse impact on the operation of our Somerset
facility based on the proposed schedule for compliance. We believe that our
Somerset facility could not meet the annual average carbon dioxide emission rate
identified in the proposed regulations.

In January 2001, the South Coast Air Quality Management District of
California recommended new rules to the Regional Clean Air Incentive Market
("RECLAIM") program that, if enacted as currently proposed, could restrict our
ability to purchase sufficient nitrogen oxides emissions credits for our Long
Beach and El Segundo plants. Failure to comply with these proposed requirements,
if enacted, could have a material adverse effect on these plants.

OUR COMPETITION IS INCREASING.

The independent power industry is characterized by numerous strong and
capable competitors, some of which may have more extensive operating experience,
more extensive experience in the acquisition and development of power generation
facilities, larger staffs or greater financial resources than we do. Many of our
competitors also are seeking attractive power generation opportunities, both in
the United States and abroad. This competition may adversely affect our ability
to make investments or acquisitions. In recent years, the independent power
industry has been characterized by increased competition for asset purchases and
development opportunities.

In addition, regulatory changes have also been proposed to increase access
to transmission grids by utility and non-utility purchasers and sellers of
electricity. Industry deregulation may encourage the disaggregation of
vertically integrated utilities into separate generation, transmission and
distribution businesses. As a result, significant additional competitors could
become active in the generation segment of our industry.

WE FACE ONGOING CHANGES IN THE UNITED STATES UTILITY INDUSTRY THAT COULD
AFFECT OUR COMPETITIVENESS.

The United States electric utility industry is currently experiencing
increasing competitive pressures, primarily in wholesale markets, as a result of
consumer demands, technological advances, greater availability of natural
gas-fired generation that is more efficient than our generation facilities and
other factors. The Federal Energy Regulatory Commission ("FERC") has implemented
and continues to propose regulatory changes to increase access to the nationwide
transmission grid by utility and non-utility purchasers and sellers of
electricity. In addition, a number of states are considering or implementing
methods to introduce and promote retail competition. Recently, some utilities
have brought litigation aimed at forcing the renegotiation or termination of
power purchase agreements requiring payments to owners of QF projects based upon
past estimates of avoided cost that are now substantially in excess of market
prices. In the future, utilities, with the approval of state public utility
commissions, could seek to abrogate their existing power purchase agreements.

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Proposals have been introduced in Congress to repeal PURPA and PUHCA, and
FERC has publicly indicated support for the PUHCA repeal effort. If the repeal
of PURPA or PUHCA occurs, either separately or as part of legislation designed
to encourage the broader introduction of wholesale and retail competition, the
significant competitive advantages that independent power producers currently
enjoy over certain regulated utility companies would be eliminated or sharply
curtailed, and the ability of regulated utility companies to compete more
directly with independent power companies would be increased. To the extent
competitive pressures increase and the pricing and sale of electricity assumes
more characteristics of a commodity business, the economics of domestic
independent power generation projects may come under increasing pressure.
Deregulation may not only continue to fuel the current trend toward
consolidation among domestic utilities, but may also encourage the
disaggregation of vertically-integrated utilities into separate generation,
transmission and distribution businesses.

In addition, the independent system operators who oversee most of the
wholesale power markets have in the past imposed, and may in the future continue
to impose, price limitations and other mechanisms to address some of the
volatility in these markets. For example, the independent system operator for
the New York Power Pool and the California independent system operator have
recently imposed price limitations. These types of price limitations and other
mechanisms in New York, California, the New England Power Pool and elsewhere may
adversely impact the profitability of our generation facilities that sell energy
into the wholesale power markets. Finally, the regulatory and legislative
changes that have recently been enacted in a number of states in an effort to
promote competition are novel and untested in many respects. These new
approaches to the sale of electric power have very short operating histories,
and it is not yet clear how they will operate in times of market stress or
pressure. Given the extreme volatility and lack of meaningful long-term price
history in many of these markets and the imposition of price limitations by
independent system operators, we can offer no assurance that we will be able to
operate profitably in all wholesale power markets.

THE COMPANY

NRG Energy, Inc. is a leading global energy company primarily engaged in
the acquisition, development, ownership and operation of power generation
facilities and the sale of energy, capacity and related products. We believe we
are one of the three largest independent power generation companies in the
United States and the fifth largest independent power generation company in the
world, measured by our net ownership interest in power generation facilities. We
own all or a portion of 63 generation projects that have a total generating
capacity of 25,059 megawatts ("MW"); our net ownership interest in those
projects is 15,006 MW, of which 11,448 MW are located in the United States. In
addition, we have an active acquisition and development program through which we
are pursuing additional generation projects.

In addition to our power generation projects, we also have interests in
district heating and cooling systems and steam transmission operations. Our
thermal and chilled water businesses have a steam and chilled water capacity
equivalent to approximately 1,506 MW, of which our net ownership interest is
1,379 MW. We believe that through our subsidiary NEO Corporation we are one of
the largest landfill gas generation companies in the United States, extracting
methane from landfills to generate electricity. NEO owns 30 landfill gas
collection systems and has 56 MW of net ownership interests in related electric
generation facilities. NEO also has 35 MW of net ownership interests in 18 small
hydroelectric facilities and 6 MW of net ownership interest in three small
distributed generation facilities.

We were established in 1989 and are a majority-owned subsidiary of Xcel
Energy, Inc. Our headquarters and principal executive offices are located at 901
Marquette Avenue, Suite 2300, Minneapolis, Minnesota 55402-3265. Our telephone
number is (612) 373-5300.

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USE OF PROCEEDS

Unless otherwise specified in the applicable prospectus supplement, we will
use the net proceeds from the sale of the securities described in this
prospectus for general corporate purposes, which may include financing the
development and construction of new facilities, additions to working capital,
reductions of our indebtedness and the indebtedness of our subsidiaries,
financing of capital expenditures and pending or potential acquisitions. We may
invest funds not immediately required for such purposes in short-term investment
grade securities. The amount and timing of sales of the securities described in
this prospectus will depend on market conditions and the availability to us of
other funds. We may also issue the securities described in this prospectus in
exchange for other securities of ours in connection with a recapitalization.

EARNINGS TO FIXED CHARGES RATIO

The following table sets forth the ratio of our earnings to our fixed
charges for the periods indicated:

NINE MONTHS ENDED
YEAR ENDED DECEMBER 31,               SEPTEMBER 30,
------------------------------------------   -----------------
1995     1996     1997     1998     1999     1999      2000
------   ------   ------   ------   ------   -------   -------

Ratio of earnings to fixed
charges(1).....................  1.56x    1.75x    1.16x     (2)     1.04x    1.06x     1.60x

-------------------------

(1) The ratio of earnings to fixed charges is calculated by dividing earnings by
fixed charges. For this purpose "earnings" means income (loss) before income
taxes, less undistributed equity in our share of operating earnings of
unconsolidated affiliates and equity in gain from project termination
settlements, plus cash distributions from project termination settlements
and fixed charges. "Fixed charges" means interest expense, plus interest
capitalized, plus amortization of debt issuance costs, plus one-third of our
annual rental expense, which the Securities and Exchange Commission defines
as a reasonable approximation of rental expense interest.

(2) Due primarily to undistributed equity from unconsolidated affiliates,
earnings did not cover fixed charges by $7.3 million.

DESCRIPTION OF DEBT SECURITIES

This prospectus describes the general terms and provisions of our debt
securities. When we offer to sell a particular series of debt securities, we
will describe the specific terms of the series in a prospectus supplement to
this prospectus. We will also indicate in the applicable prospectus supplement
whether the general terms and provisions described in this prospectus apply to a
particular series of debt securities. We may also sell hybrid or novel
securities now existing or developed in the future that combine certain features
of debt securities and other securities described in this prospectus.

The debt securities will be issued under an indenture as amended or
supplemented from time to time, to be entered into between us and the trustee
named in the applicable prospectus supplement. The following summaries of
certain provisions of the indenture do not purport to be complete. We have also
filed the form of indenture as an exhibit to the registration statement. Except
to the extent set forth in a prospectus supplement with respect to a particular
issue of debt securities, the indenture, as amended or supplemented from time to
time, for the debt securities will be substantially similar to the one filed as
an exhibit to the registration statement and described below.

GENERAL

The debt securities will be our direct, unsecured obligations. Because we
conduct substantially all of our business through numerous subsidiaries and
affiliates, all existing and future liabilities of our direct and indirect
subsidiaries and affiliates will be effectively senior to the debt securities.
The debt securities will not be guaranteed by, or otherwise be obligations of,
our project subsidiaries and project affiliates, or our other direct and
indirect subsidiaries and affiliates or Xcel Energy.

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A prospectus supplement relating to a series of debt securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:

- the title of the series of debt securities;

- the aggregate principal amount (or any limit on the aggregate principal
amount) of the series of debt securities and, if any debt securities of a
series are to be issued at a discount from their face amount, the method
of computing the accretion of such discount;

- the interest rate or method of calculation of the interest rate;

- the date from which interest will accrue;

- the record dates for interest payable on debt securities of the series;

- the dates when, places where and manner in which principal and interest
are payable;

- the securities registrar if other than the trustee;

- the terms of any mandatory (including any sinking fund requirements) or
optional redemption by us;

- the terms of any repurchase or remarketing rights of third parties;

- the terms of any redemption at the option of holders of debt securities
of a series;

- the denominations in which debt securities are issuable;

- whether debt securities will be issued in registered or bearer form and
the terms of any such forms of debt securities;

- whether any debt securities will be represented by a global security and
the terms of any such global security;

- the currency or currencies (including any composite currency) in which
principal or interest or both may be paid;

- if payments of principal or interest may be made in a currency other than
that in which debt securities are denominated, the manner for determining
such payments;

- provisions for electronic issuance of debt securities or issuance of debt
securities in uncertificated form;

- any events of default, covenants and/or defined terms in addition to or
in lieu of those set forth in the indenture;

- whether and upon what terms debt securities may be defeased if different
from the provisions set forth in the indenture;

- the form of the debt securities;

- any terms that may be required by or advisable under applicable law;

- the percentage of the principal amount of the debt securities which is
payable if the maturity of the debt securities is accelerated in the case
of debt securities issued at a discount from their face amount;

- whether any debt securities will have guarantees; and

- any other terms in addition to or different from those contained in the
indenture.

The debt securities will bear interest at a fixed rate or a floating rate.
Debt securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate may be sold or deemed to be sold at
a discount below their stated principal amount. With respect to any debt
securities as to which we have the right to defer interest, the holders of such
debt securities may be allocated interest income for federal and state income
tax purposes without receiving equivalent, or any, interest payments. Any
material federal income tax considerations applicable to any such discounted
debt securities or to

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certain debt securities issued at par that are treated as having been issued at
a discount for federal income tax purposes will be described in a prospectus
supplement.

GLOBAL DEBT SECURITIES

If any debt securities are represented by one or more global securities,
the applicable supplement will describe the terms of the depositary arrangement
with respect to such global securities.

REDEMPTION

Except as may otherwise be set forth in an accompanying prospectus
supplement, the indenture will provide that, we, at any time, may redeem a
series of debt securities, in whole or in part (if in part, by lot or by such
other method as the trustee shall deem fair or appropriate) at the redemption
price of 100% of principal amount of such debt securities, plus accrued interest
on the principal amount, if any, to the redemption date, plus the applicable
"Make-Whole Premium" (as discussed below).

Except as may otherwise be set forth in an accompanying prospectus
supplement, the indenture will provide that, to determine the applicable
Make-Whole Premium for any debt security, an independent investment banking
institution of national standing that we select will compute, as of the third
business day prior to the redemption date, the sum of the present values of all
of the remaining scheduled payments of principal and interest from the
redemption date to maturity on such debt security computed on a semiannual basis
by discounting such payments (assuming a 360-day year consisting of twelve
30-day months) using a rate to be set forth in the applicable prospectus
supplement. If the sum of these present values of the remaining payments as
computed above exceeds the aggregate unpaid principal amount of the debt
security that we will redeem plus any accrued but unpaid interest thereon, the
difference will be payable as a premium upon redemption of such debt security.
If the sum is equal to or less than such principal amount plus accrued interest,
we will pay no premium with respect to such debt security.

CERTAIN COVENANTS OF THE COMPANY

AFFIRMATIVE COVENANTS

In addition to such other covenants, if any, as may be described in an
accompanying prospectus supplement and except as may otherwise be set forth
therein, the indenture will require us, subject to certain limitations described
therein, to, among other things, do the following:

- deliver to the trustee copies of all reports filed with the Securities
and Exchange Commission;

- deliver to the trustee annual officers' certificates with respect to our
compliance with our obligations under the indenture;

- maintain our corporate existence subject to the provisions described
below relating to mergers and consolidations; and

- pay our taxes when due except where we are contesting such taxes in good
faith.

The indenture may also, as set forth in an accompanying prospectus
supplement, restrict our business or operations or that of our subsidiaries or
limit our indebtedness.

RESTRICTIONS ON LIENS

Except as may otherwise be set forth in an accompanying prospectus
supplement, the indenture will provide that, so long as any of the debt
securities are outstanding, we will not pledge, mortgage, hypothecate or permit
to exist any mortgage, pledge or other lien upon any property at any time
directly owned by us to secure any indebtedness for money borrowed which is
incurred, issued, assumed or guaranteed by us ("Indebtedness"), without making
effective provisions whereby the debt securities shall be equally and ratably
secured with any and all such Indebtedness and with any other Indebtedness
similarly entitled to be equally and ratably secured; provided, however, that,
with respect to any series of

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debt securities, this restriction shall not apply to or prevent the creation or
existence of: (i) liens existing at the original date of issuance of such series
of debt securities; (ii) purchase money liens which do not exceed the cost or
value of the purchased property; (iii) other liens not to exceed 10% of our
"Consolidated Net Tangible Assets" (defined below) and (iv) liens granted in
connection with extending, renewing, replacing or refinancing in whole or in
part the Indebtedness (including, without limitation, increasing the principal
amount of such Indebtedness) secured by liens described in the foregoing clauses
(i) through (iii). Except as may otherwise be provided in an accompanying
prospectus supplement, "Consolidated Net Tangible Assets" will be defined as the
following: as of the date of any determination thereof, the total amount of all
our assets determined on a consolidated basis in accordance with GAAP as of such
date less the sum of (a) our consolidated current liabilities determined in
accordance with GAAP and (b) assets properly classified as intangible assets, in
accordance with GAAP.

Except as may otherwise be set forth in an accompanying prospectus
supplement, the indenture will further provide that, in the event we propose to
pledge, mortgage or hypothecate any property at any time directly owned by us to
secure any Indebtedness, other than as permitted by clauses (i) through (iv) of
the previous paragraph, we will agree to give prior written notice thereof to
the trustee, who shall give notice to the holders of debt securities, and we
will further agree, prior to or simultaneously with such pledge, mortgage or
hypothecation, effectively to secure all the debt securities equally and ratably
with such Indebtedness.

The foregoing covenant will not restrict the ability of our subsidiaries
and affiliates to pledge, mortgage, hypothecate or permit to exist any mortgage,
pledge or lien upon their assets, in connection with project financings or
otherwise.

CHANGE OF CONTROL

Except as may otherwise be set forth in an accompanying prospectus
supplement, the indenture will provide that, if a Change of Control occurs, we
will be obligated to offer to purchase all outstanding debt securities of a
series to which the Change of Control applies. We will conduct any offer to
purchase debt securities upon a Change of Control in compliance with applicable
regulations under the federal securities laws, including Exchange Act Rule
14e-l. Any limitations on our financial ability to purchase debt securities upon
a Change of Control will be described in an accompanying prospectus supplement.

Except as may otherwise be provided in an accompanying prospectus
supplement, a "Change of Control" will be defined in the indenture as any of the
following:

- Xcel Energy (or its successors) ceases to own a majority of our
outstanding voting stock;

- at any time following the occurrence of the event described immediately
above, a person or group of persons (other than Xcel Energy) becomes the
beneficial owner, directly or indirectly, or has the absolute power to
direct the vote of more than 35% of our outstanding voting stock; or

- during any one year period, individuals who at the beginning of such
period constitute our board of directors cease to be a majority of the
board of directors (unless approved by a majority of the current
directors then in office who were either directors at the beginning of
such period or who were previously so approved).

With respect to a series of debt securities , a Change of Control shall be
deemed not to have occurred if, following such an event described above, the
debt securities of such series are rated "BBB-" or better by Standard & Poor's
Ratings Group and "Baa3" or better by Moody's Investors Service, Inc. Except as
may otherwise be set forth in an accompanying prospectus supplement, our failure
to comply with the Change of Control covenant as to the debt securities will be
an "Event of Default" (as defined below) under the indenture. See "Events of
Default" below.

Except as may be provided otherwise in an accompanying prospectus
supplement, the Change of Control provisions may not be waived by the trustee or
the board of directors, and any modification thereof

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must be approved by each holder of a debt security. We cannot assure you that we
would have sufficient liquidity to effectuate any required repurchase of debt
securities upon a Change of Control.

Except as may be provided otherwise in an accompanying prospectus
supplement, within 30 days following any Change of Control with respect to a
series of debt securities, we will be required to mail a notice to each debt
security holder of such series (with a copy to the trustee) stating:

- that a Change of Control has occurred and that such holder has the right
to require us to repurchase such holder's debt securities (the "Change of
Control Offer");

- the circumstances and relevant facts regarding such Change of Control
(including information with respect to pro forma historical income, cash
flow and capitalization after giving effect to such Change of Control);

- the repurchase date (which shall be a business day and be not earlier
than 30 days or later than 60 days from the date such notice is mailed
(the "Repurchase Date"));

- that interest on any debt security tendered will continue to accrue;

- that interest on any debt security accepted for payment pursuant to the
Change of Control Offer shall cease to accrue after the Repurchase Date;

- that debt security holders electing to have a debt security purchased
pursuant to a Change of Control Offer will be required to surrender the
debt security, with the form entitled "Option to Elect Purchase" on the
reverse of the debt security completed, to the trustee at the address
specified in the notice prior to the close of business on the Repurchase
Date;

- that debt security holders will be entitled to withdraw their election if
the trustee receives, not later than the close of business on the third
business day (or such shorter periods as may be required by applicable
law) preceding the Repurchase Date, a telegram, telex, facsimile or
letter setting forth the name of the debt security holder, the principal
amount of debt securities the holder delivered for purchase and a
statement that such debt security holder is withdrawing its election to
have such debt securities purchased; and

- that debt security holders that elect to have their debt securities
purchased only in part will be issued new debt securities in a principal
amount equal to the unpurchased portion of the debt securities
surrendered.

MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE

Except as may otherwise be provided in an accompanying prospectus
supplement, the indenture will provide that we will not merge or consolidate
with or into any other person and we will not sell, lease or convey all or
substantially all of our assets to any person, unless we are the continuing
corporation, or the successor corporation or the person that acquires all or
substantially all of our assets is a corporation organized and existing under
the laws of the United States or a State thereof or the District of Columbia and
expressly assumes all of our obligations under the debt securities and the
indenture, and, immediately after such merger, consolidation, sale, lease or
conveyance, such person or such successor corporation is not in default in the
performance of the covenants and conditions in the indenture. The meaning of the
term "all or substantially all of the assets" has not been definitely
established and is likely to be interpreted by reference to applicable state law
if and at the time the issue arises and will be dependent on the facts and
circumstances existing at the time.

Except as may be provided otherwise in an accompanying prospectus
supplement, the indenture will provide that, except for a sale of our assets
substantially as an entirety as provided above, and other than assets we are
required to sell to conform with governmental regulations, we may not sell or
otherwise dispose of any assets (other than short-term, readily marketable
investments purchased for cash management purposes with funds not representing
the proceeds of other asset sales) if on a pro forma basis, the aggregate net
book value of all such sales during the most recent 12-month period would exceed

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10% of our Consolidated Net Tangible Assets computed as of the end of the most
recent quarter preceding such sale; provided, however, that any such sales shall
be disregarded for purposes of this 10% limitation if the proceeds are invested
in assets in similar or related lines of our business and, provided further,
that we may sell or otherwise dispose of assets in excess of such 10% if we
retain the proceeds from such sales or dispositions, which are not reinvested as
provided above, as cash or cash equivalents or we use the proceeds to purchase
and retire the debt securities.

REPORTING OBLIGATIONS

Except as may be provided otherwise in an accompanying prospectus
supplement, the indenture will provide that we will furnish or cause to be
furnished to holders of debt securities copies of our annual reports and of the
information, documents and other reports that we are required to file with the
Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
Exchange Act within 15 days after we file them with the Securities and Exchange
Commission.

EVENTS OF DEFAULT

Except as may be described in an accompanying prospectus supplement, an
"Event of Default" with respect to a series of debt securities will be defined
under the indenture as being:

(a) our failure to pay any interest on any debt security of such
series when due, which failure continues for 30 days;

(b) our failure to pay principal or premium (including in connection
with a Change of Control) when due on any debt securities of such series;

(c) our failure to perform any other covenant relative to the debt
securities of such series or the indenture for a period of 30 days after
the trustee gives us written notice or we receive written notice by the
holders of at least 25% in aggregate principal amount of the debt
securities of such series;

(d) an event of default occurring under any of our instruments under
which there may be issued, or by which there may be secured or evidenced,
any indebtedness for money borrowed that has resulted in the acceleration
of such indebtedness, or any default occurring in payment of any such
indebtedness at final maturity (and after the expiration of any applicable
grace periods), other than (i) indebtedness which is payable solely out of
the property or assets of a partnership, joint venture or similar entity of
which we or any of our subsidiaries or affiliates is a participant, or
which is secured by a lien on the property or assets owned or held by such
entity, without further recourse to us or (ii) indebtedness not exceeding
$50,000,000; and

(e) certain events of bankruptcy, insolvency or reorganization in
respect of us.

Except to the extent otherwise stated in an accompanying prospectus
supplement, the indenture will provide that if an Event of Default (other than
an Event of Default due to certain events of bankruptcy, insolvency or
reorganization) has occurred and is continuing, either the trustee or the
holders of not less than 25% in principal amount of the debt securities of a
series, or such other amount as may be specified in the applicable prospectus
supplement, may then declare the principal of all debt securities of such series
and interest accrued thereon to be due and payable immediately.

Except to the extent otherwise stated in an accompanying prospectus
supplement, the indenture will contain a provision entitling the trustee,
subject to the duty of the trustee during a default to act with the required
standard of care, to be indemnified by the holders of debt securities before
proceeding to exercise any right or power under the indenture at the request of
such holders. Subject to such provisions in the indenture for the
indemnification of the trustee and certain other limitations, the holders of a
majority in principal amount of the debt securities then outstanding may direct
the time, method and place of conducting any proceeding for any remedy available
to the trustee or exercising any trust or power conferred on the trustee.

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Except to the extent otherwise stated in an accompanying prospectus
supplement, the indenture will provide that no holder of debt securities of a
series may institute any action against us under the indenture (except actions
for payment of overdue principal or interest) unless:

- such holder previously has given the trustee written notice of the
default and continuance thereof;

- the holders of not less than 25% in principal amount of the debt
securities of such holder's series have requested the trustee to
institute such action and offered the trustee reasonable indemnity;

- the trustee has not instituted such action within 60 days of the request;
and

- the trustee has not received direction inconsistent with such written
request from the holders of a majority in principal amount of the debt
securities of such series.

DEFEASANCE AND COVENANT DEFEASANCE

DEFEASANCE

Except to the extent otherwise stated in an accompanying prospectus
supplement, the indenture will provide that we will be deemed to have paid and
will be discharged from any and all obligations in respect of the debt
securities, on the 123rd day after the deposit referred to below has been made,
and the provisions of the indenture will cease to be applicable with respect to
the debt securities (except for, among other matters, certain obligations to
register the transfer of or exchange of the debt securities, to replace stolen,
lost or mutilated debt securities, to maintain paying agencies and to hold funds
for payment in trust) if (A) we have deposited with the trustee, in trust, money
and/or U.S. Government Obligations (as defined in the indenture) that, through
the payment of interest and principal in respect thereof in accordance with
their terms, will provide money in an amount sufficient to pay the principal of,
premium, if any, and accrued interest on the debt securities, at the time such
payments are due in accordance with the terms of the indenture, (B) we have
delivered to the trustee (i) an opinion of counsel to the effect that debt
security holders will not recognize income, gain or loss for federal income tax
purposes as a result of our exercise of our option under the defeasance
provisions of the indenture and will be subject to federal income tax on the
same amount and in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge had not occurred, which opinion
of counsel must be based upon a ruling of the Internal Revenue Service to the
same effect or a change in applicable federal income tax law or related treasury
regulations after the date of the indenture and (ii) an opinion of counsel to
the effect that the defeasance trust does not constitute an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, and after
the passage of 123 days following the deposit, the trust fund will not be
subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15
of the New York Debtor and Creditor Law, (C) immediately after giving effect to
such deposit, no Event of Default, or event that after the giving of notice or
lapse of time or both would become an Event of Default, shall have occurred and
be continuing on the date of such deposit or during the period ending on the
123rd day after the date of such deposit, and such deposit shall not result in a
breach or violation of, or constitute a default under, any other agreement or
instrument to which we are a party or by which we are bound and (D) if at such
time the debt securities are listed on a national securities exchange, we have
delivered to the trustee an opinion of counsel to the effect that the debt
securities will not be delisted as a result of such deposit and discharge.

DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS OF DEFAULT

Except to the extent otherwise stated in an accompanying prospectus
supplement, the indenture for the debt securities will further provide that the
provisions of the indenture will cease to be applicable with respect to (i) the
covenants described under "Change of Control" and (ii) clause (c) under "Events
of Default" with respect to such covenants and clause (d) under "Events of
Default" upon the deposit with the trustee, in trust, of money and/or U.S.
Government Obligations that through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of, premium, if any, and accrued interest on the
debt securities, the satisfaction of the

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conditions described in clauses (B)(ii), (C) and (D) of the preceding paragraph
and our delivery to the trustee of an opinion of counsel to the effect that,
among other things, the holders of the debt securities will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit
and defeasance of certain covenants and Events of Default and will be subject to
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not
occurred.

DEFEASANCE AND CERTAIN OTHER EVENTS OF DEFAULT

Except to the extent otherwise stated in an accompanying prospectus
supplement, the indenture will provide that if we exercise our option to omit
compliance with certain covenants and provisions of the indenture with respect
to the debt securities as described in the immediately preceding paragraph and
the debt securities are declared due and payable because of the occurrence of an
Event of Default that remains applicable, the amount of money and/or U.S.
Government Obligations on deposit with the trustee will be sufficient to pay
amounts due on the debt securities at the time of their stated maturity, but may
not be sufficient to pay amounts due on the debt securities at the time of
acceleration resulting from such Event of Default. In such event, we shall
remain liable for such payments.

MODIFICATIONS TO THE INDENTURE

Except as may otherwise be set forth in an accompanying prospectus
supplement, the indenture will contain provisions permitting us and the trustee,
with the consent of the holders of not less than a majority in principal amount
of the debt securities of each series affected by a proposed amendment or
modification, to modify the indenture or the rights of the debt security holders
of such series, except that no such modification may, without the consent of
each debt security holder of such series, (i) extend the final maturity of any
of the debt securities or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or impair or affect the right of any debt
security holder to institute suit for the payment thereof or make any change in
the covenant regarding a Change of Control or (ii) reduce the percentage of debt
securities, the consent of the holders of which is required for any such
modification.

Except as may otherwise be set forth in an accompanying prospectus
supplement, the indenture will provide that we and the trustee without the
consent of any debt security holder may amend the indenture and the debt
securities for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision thereof, or in any manner which we and the
trustee may determine is not inconsistent with the debt securities and will not
adversely affect the interest of any debt security holder, including
establishing the form or terms of a series of debt securities under the
indenture.

BOOK-ENTRY, DELIVERY AND FORM

Except as may otherwise be set forth in an accompanying prospectus
supplement, the indenture will provide that the debt securities will initially
be issued in the form of one or more registered notes in global form (the
"Global Notes"). Each Global Note will be deposited on the date of the closing
of the sale of the debt securities with, or on behalf of, The Depository Trust
Company ("DTC"), as depositary, and registered in the name of Cede & Co., as
DTC's nominee.

DTC is a limited-purpose trust company created to hold securities for its
participants (the "Participants") and to facilitate the clearance and settlement
of transactions in those securities between Participants through electronic
book-entry changes in accounts of the Participants. The Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. Access to DTC's system is also available to
other entities such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either directly
or indirectly (collectively, the "Indirect Participants"). Persons who are not
Participants may beneficially own securities held by or on behalf of DTC only
through the Participants or the Indirect Participants. The ownership interest
and transfer of ownership interest of each actual purchase of each

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security held by or on behalf of DTC are recorded on the records of the
Participants and Indirect Participants.

We expect that pursuant to procedures established by DTC, (i) upon deposit
of the Global Notes, DTC will credit the accounts of Participants designated by
the underwriters with portions of the principal amount of the Global Notes and
(ii) ownership of such interests in the Global Notes will be shown on, and the
transfer of ownership thereof will be effected only through, records maintained
by DTC (with respect to the Participants) or by the Participants and the
Indirect Participants (with respect to other owners of beneficial interests in
the Global Notes).

Investors in the Global Notes may hold their interests therein directly
through DTC if they are Participants in such system, or indirectly through
organizations which are Participants in such system. All interests in a Global
Note may be subject to the procedures and requirements of DTC. The laws of some
states require that certain persons take physical delivery in certificated form
of securities that they own. Consequently, the ability to transfer beneficial
interests in a Global Note to such persons will be limited to that extent.
Because DTC can act only on behalf of Participants, which in turn act on behalf
of Indirect Participants and certain banks, the ability of a person having
beneficial interests in a Global Note to pledge such interest to persons that do
not participate in the DTC system, or otherwise take actions in respect of such
interest, may be affected by the lack of a physical certificate evidencing such
interests. For certain other restrictions on the transferability of the debt
securities, see "-- Exchange of Book-Entry Debt Securities for Certificated Debt
Securities" below.

Except as described below, owners of interests in the Global Notes will not
have debt securities registered in their name, will not receive physical
delivery of debt securities in certificated form and will not be considered the
registered owners or holders thereof under the indenture for any purpose.

Payments in respect of the Global Notes registered in the name of DTC or
its nominee will be payable by the trustee to DTC in its capacity as the
registered holder under the indenture. Under the terms of the indenture, the
trustee will treat the persons in whose names the debt securities, including the
Global Notes, are registered as the owners thereof for the purpose of receiving
such payments and for any and all purposes whatsoever. Consequently, neither the
trustee nor any agent thereof has or will have any responsibility or liability
for (i) any aspect of DTC's records or any Participant's or Indirect
Participant's records relating to or payments made on account of beneficial
ownership interests in the Global Note or for maintaining, supervising or
reviewing any of DTC's records or any Participant's or Indirect Participant's
records relating to the beneficial ownership interests in the Global Note or
(ii) any other matter relating to the actions and practices of DTC or any of its
Participants or Indirect Participants. DTC's current practice, upon receipt of
any payment in respect of securities such as the debt securities, is to credit
the accounts of the relevant Participants with the payment on the payment date,
in amounts proportionate to their respective holdings in principal amount of
beneficial interests in the relevant security as shown on the records of DTC
unless DTC has reason to believe it will not receive payment on such payment
date. Payments by the Participants and the Indirect Participants to the
beneficial owners of Notes will be governed by standing instructions and
customary practices and will be the responsibility of the Participants or the
Indirect Participants and will not be the responsibility of DTC, the trustee or
us. Neither we nor the trustee will be liable for any delay by DTC or any of its
Participants in identifying the beneficial owners of the debt securities, and we
and the trustee may conclusively rely on and will be protected in relying on
instructions from DTC or its nominee for all purposes.

Except as may otherwise be set forth in an accompanying prospectus
supplement, DTC will take any action permitted to be taken by a holder of the
debt securities only at the direction of one or more Participants to whose
account with DTC interests in the Global Notes are credited and only in respect
of such portion of the Notes as to which such Participant or Participants has or
have given such direction. However, if there is an Event of Default, DTC
reserves the right to exchange the Global Notes for debt securities in
certificated form and to distribute such debt securities to its Participants.

The information in this section concerning DTC and its book-entry system
has been obtained from sources that we believe to be reliable, but we have not
independently determined the accuracy thereof. We
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will not have any responsibility for the performance by DTC or its Participants
of their respective obligations under the rules and procedures governing their
operations.

EXCHANGE OF BOOK ENTRY DEBT SECURITIES FOR CERTIFICATED DEBT SECURITIES

Except as may otherwise be set forth in an accompanying prospectus
supplement, a Global Note is exchangeable for debt securities in registered
certificated form if (i) DTC notifies us that it is unwilling or unable to
continue as clearing agency for the Global Note or has ceased to be a clearing
agency registered under the Exchange Act and we thereupon fail to appoint a
successor clearing agency within 90 days, (ii) we in our sole discretion elect
to cause the issuance of definitive certificated debt securities or (iii) there
has occurred and is continuing an Event of Default or any event which after
notice or lapse of time or both would be an Event of Default under the
indenture. In addition, beneficial interests in a Global Note may be exchanged
for certificated debt securities upon request but only upon at least 20 days,
prior written notice given to the trustee by or on behalf of DTC in accordance
with customary procedures. In all cases certificated debt securities delivered
in exchange for any Global Note or beneficial interest therein will be
registered in the names, and issued in denominations of $100,000 and integral
multiples of $1,000 in excess thereof, requested by or on behalf of the clearing
agency (in accordance with its customary procedures).

CONCERNING THE TRUSTEE

Unless stated in the applicable prospectus supplement, (i) the trustee may
also be the trustee under any other indenture for debt securities and (ii) any
trustee or its affiliates may lend money to us, including under our principal
credit facility, and may from time to time have lender or other business
arrangements with us. The indenture will contain certain limitations on the
rights of the trustee, should it or its affiliates then be our creditors, to
obtain payment of claims in certain cases or to realize on certain property
received in respect of any such claim as security or otherwise. The trustee and
its affiliates will be permitted to engage in other transactions; however, if
they acquire any conflicting interest, the conflict must be eliminated or the
trustee must resign.

GOVERNING LAW

Unless otherwise specified in an accompanying prospectus supplement, the
indenture and the debt securities will be governed by New York law.

DESCRIPTION OF STOCK

We may issue, from time to time, shares of one or more series or classes of
our common or preferred stock. The following summary description sets forth some
of the general terms and provisions of the stock. We will describe the specific
terms of any series of stock that we issue as part of this offering in an
applicable prospectus supplement. To the extent the description contained in the
prospectus supplement differs from this summary description, you should rely on
the information in the prospectus supplement. Because this is a summary
description, it does not contain all of the information that may be important to
you. For a more detailed description of the stock, you should refer to the
provisions of our certificate of incorporation, bylaws and the applicable
prospectus supplement before you purchase these securities.

GENERAL

Under our certificate of incorporation, we are authorized to issue
550,000,000 shares of common stock, 250,000,000 shares of class A common stock
and 200,000,000 shares of preferred stock. As of December 1, 2000, 32,395,500
shares of common stock were issued and outstanding, 147,604,500 shares of class
A common stock, all of which are owned by Xcel Energy, were issued and
outstanding, and no shares of preferred stock were issued and outstanding. No
other classes of capital stock are authorized under our certificate of
incorporation. The issued and outstanding shares of common stock and class A
common stock are duly authorized, validly issued, fully paid and non-assessable.
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COMMON STOCK

COMPARISON OF COMMON STOCK AND CLASS A COMMON STOCK

The following table compares our common stock and class A common stock:

COMMON SHARES                     CLASS A COMMON SHARES
-------------                     ---------------------

Public Market               The common stock is listed on the     None.
New York Stock Exchange.
Voting Rights               One vote per share on all matters     Ten votes per share on all matters
voted upon by our stockholders        voted upon by our stockholders.
Transfer Restrictions       None                                  None, but will convert to common
stock on a share-for-share basis
upon certain transfers as
described below.
Conversion                  Not convertible                       Convertible at any time, in whole
or in part, into shares of common
stock on a share-for-share basis.
Automatically converts into common
stock on a share-for-share basis
upon any transfer to a
non-affiliate of Xcel Energy
(including by way of merger,
consolidation or reorganization)
or if Xcel Energy or its
affiliates own less than 30% of
the outstanding shares of class A
common stock and common stock on a
combined basis.
Reissuance                  Additional shares may be issued       No additional shares may be
and redeemed shares may be            issued, and shares redeemed or
reissued.                             repurchased will be canceled and
may not be reissued.

Holders of common stock have no preemptive rights. They are entitled to
such dividends as may be declared by our board of directors out of funds legally
available for such purpose. The common stock is not entitled to any sinking
fund, redemption or conversion provisions. On our liquidation, dissolution or
winding up, the holders of common stock are entitled to share ratably in our net
assets remaining after the payment of all creditors and liquidation preferences
of preferred stock, if any. The outstanding shares of common stock are duly
authorized, validly issued, fully paid and nonassessable. There will be a
prospectus supplement relating to any offering of common stock offered by this
prospectus.

If we in any manner split, subdivide or combine the outstanding shares of
common stock or class A common stock, the outstanding shares of the other class
of common stock will be proportionally subdivided or combined in the same manner
and on the same basis. In all other respects, whether as to dividends, upon
liquidation, dissolution or winding up, or otherwise, the holders of record of
common stock and the holders of record of class A common stock have identical
rights and privileges on the basis of the number of shares held.

OTHER PROVISIONS RELATING TO COMMON STOCK

Our bylaws provide that stockholders seeking to bring business before an
annual meeting of stockholders must provide timely notice of their proposal in
writing to the corporate secretary. To be timely, a stockholder's notice must be
delivered or mailed and received at our principal executive offices not less
than 120 days in advance of the anniversary date of our proxy statement in
connection with our previous year's annual meeting. Our bylaws also specify
requirements as to the form and content of a stockholder's notice. These
provisions may impede stockholders' ability to bring matters before an annual
meeting of stockholders or make nominations for directors at an annual meeting
of stockholders. So long

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as Xcel Energy or its successors by way of merger or consolidation own at least
50% of the outstanding shares of common stock and class A common stock on a
combined basis, it will be exempt from these provisions.

Holders of our common stock may not call a special meeting of stockholders;
only our board of directors may call such a meeting.

We are not be subject to the business combination provisions of Section 203
of the Delaware General Corporation Law, but our certificate of incorporation
contains provisions substantially similar to Section 203. In general, these
provisions prohibit us from engaging in various business combination
transactions with any interested stockholder for a period of two years after the
date of the transaction in which the person became an interested stockholder
unless one of the following three sets of conditions are satisfied:

- the business combination transaction is approved by a majority of the
members of our board of directors who either are unaffiliated with the
interested stockholder and were members prior to the date the interested
stockholder obtained this status or were nominated and elected by a
majority of such unaffiliated members,

- several conditions are met including that the aggregate amount of cash
and the fair market value as of the date of the consummation of the
transaction of non-cash consideration to be received per share by a
holder of our capital stock is at least equal to the highest of

-- the highest per share price paid by the interested stockholder within
the previous two years or in the transaction in which the interested
stockholder obtained this status;

-- the fair market value per share of the relevant class of capital
stock on the date the transaction was announced; and

-- the fair market value per share of the relevant class of capital
stock on the date the interested stockholder obtained this status;
and

a proxy or information statement describing the proposed business
combination has been mailed to our stockholders at least 30 days prior to
the consummation of such business combination; or

- the business combination is approved by our board of directors and
authorized at an annual or special meeting of stockholders by the
affirmative vote of at least 80% of our outstanding shares entitled to
vote for the election of directors.

Under our certificate of incorporation, a business combination is defined
to include mergers, asset sales and other transactions resulting in financial
benefit to a stockholder. In general, an interested stockholder is a person who,
together with affiliates and associates, owns or, within two years, did own, 10%
or more of our common stock. Xcel Energy and its affiliates is exempt from these
provisions.

Under our certificate of incorporation, our certificate of incorporation
may only be amended:

- prior to the first date that Xcel Energy, together with its respective
affiliates, ceases to beneficially own at least 30% of the outstanding
shares of common stock and class A common stock on a combined basis, by
the affirmative vote of the holders of a majority of the outstanding
shares of common stock and class A common stock on a combined basis; or

- after the first date that Xcel Energy, together with its respective
affiliates, ceases to beneficially own at least 30% of the outstanding
shares of common stock and class A common stock on a combined basis (at
which point the class A common shares will automatically convert into an
equal number of common stock shares), by the affirmative vote of the
holders of at least 80% of the outstanding shares of common stock.

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Under our certificate of incorporation and bylaws, our bylaws may only be
amended:

- at any time by the affirmative vote of directors constituting not less
than a majority of the entire board of directors;

- prior to the first date that Xcel Energy, together with its affiliates,
ceases to beneficially own at least 50% of the outstanding shares of the
outstanding shares of common stock and class A common stock on a combined
basis, by the affirmative vote of the holders of a majority of the
outstanding shares of common stock and class A common stock on a combined
basis; or

- after that date, by the affirmative vote of the holders of a least 80% of
the outstanding shares of common stock and class A common stock on a
combined basis.

PREFERRED STOCK

We can issue shares of preferred stock in series with such preferences and
designations as our board of directors may determine. Our board can, without
stockholder approval, issue preferred stock with voting, dividend, liquidation
and conversion rights. This could dilute the voting strength of the holders of
common stock and may help our management impede a takeover or attempted change
in control.

Our board is authorized to determine for each series of preferred stock,
and the applicable prospectus supplement will set forth with respect to any such
series:

- the designation of such shares and the number of shares that constitute
such series;

- the dividend rate (or the method of calculation thereof), if any, on the
shares of such series and the priority as to payment of dividends with
respect to other classes or series of our capital stock;

- the dividend periods (or the method of calculating the dividend period);

- the voting rights of the shares, if any;

- the liquidation preference and the priority as to payment of such
liquidation preference with respect to the classes or series of preferred
stock and any other rights of the shares of such series if we liquidate
or wind-up our affairs;

- whether or not and on what terms we can redeem or repurchase the shares
from you;

- whether and on what terms you may convert or exchange the shares for
other debt or equity securities; and

- any other material terms.

The shares of a series of preferred stock will not have any preferences,
voting powers or relative, participating, optional or other special rights
except as set forth above or in the applicable prospectus supplement, the
certificate of incorporation or the applicable certificate of designation or as
otherwise required by law.

Except as set forth in the applicable prospectus supplement, no series of
preferred stock will be convertible into, or exchangeable for, other securities
or property and no series of preferred stock will be redeemable or receive the
benefit of a sinking fund. If we voluntarily or involuntarily liquidate,
dissolve or wind up our affairs, the holders of each series of preferred stock
will be entitled to receive the liquidation preference per share specified in
the prospectus supplement plus any accrued and unpaid dividends. Holders of
preferred stock will be entitled to receive these amounts before any
distribution is made to the holders of common stock or class A common stock, but
only after the liquidation preference has been fully paid on any shares of
senior ranking preferred stock, if any. Neither the par value nor the
liquidation preference is indicative of the price at which the preferred stock
will actually trade on or after the date of issuance.

We will designate the transfer agent for each series of preferred stock in
the applicable prospectus supplement.
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DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of debt securities, preferred stock
or common stock. Warrants may be issued independently or together with our debt
securities, preferred stock or common stock and may be attached to or separate
from any offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between us and a bank or trust
company, as warrant agent. The warrant agent will act solely as our agent in
connection with the warrants and will not have any obligation or relationship of
agency or trust for or with any holders or beneficial owners of warrants. A copy
of the warrant agreement will be filed with the Securities and Exchange
Commission in connection with the offering of warrants.

DEBT WARRANTS

The prospectus supplement relating to a particular issue of warrants to
issue debt securities will describe the terms of those warrants, including the
following:

- the title of the warrants;

- the offering price for the warrants, if any;

- the aggregate number of the warrants;

- the designation and terms of the debt securities purchasable upon
exercise of the warrants;

- if applicable, the designation and terms of the debt securities that the
warrants are issued with and the number of warrants issued with each debt
security;

- if applicable, the date from and after which the warrants and any debt
securities issued with them will be separately transferable;

- the principal amount of debt securities that may be purchased upon
exercise of a warrant and the price at which the debt securities may be
purchased upon exercise;

- the dates on which the right to exercise the warrants will commence and
expire;

- if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;

- whether the warrants represented by the warrant certificates or debt
securities that may be issued upon exercise of the warrants will be
issued in registered or bearer form;

- information relating to book-entry procedures, if any;

- the currency or currency units in which the offering price, if any, and
the exercise price are payable;

- if applicable, a discussion of material United States federal income tax
considerations;

- anti-dilution provisions of the warrants, if any;

- redemption or call provisions, if any, applicable to the warrants;

- any additional terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants; and

- any other information we think is important about the warrants.

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STOCK WARRANTS

The prospectus supplement relating to a particular issue of warrants to
issue common stock or preferred stock will describe the terms of the warrants,
including the following:

- the title of the warrants;

- the offering price for the warrants, if any;

- the aggregate number of the warrants;

- the designation and terms of the common stock or preferred stock that may
be purchased upon exercise of the warrants;

- if applicable, the designation and terms of the securities that the
warrants are issued with and the number of warrants issued with each
security;

- if applicable, the date from and after which the warrants and any
securities issued with the warrants will be separately transferable;

- the number of shares of common stock or preferred stock that may be
purchased upon exercise of a warrant and the price at which the shares
may be purchased upon exercise;

- the dates on which the right to exercise the warrants commence and
expire;

- if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;

- the currency or currency units in which the offering price, if any, and
the exercise price are payable;

- if applicable, a discussion of material United States federal income tax
considerations;

- antidilution provisions of the warrants, if any;

- redemption or call provisions, if any, applicable to the warrants;

- any additional terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants; and

- any other information we think is important about the warrants.

DESCRIPTION OF DEPOSITARY SHARES

The following description of the depositary shares we may offer, together
with the additional information included in any prospectus supplements,
describes the material terms and provisions of this type of security but is not
complete. For a more complete description of the terms of the depositary shares,
please refer to the Deposit Agreement relating to the depositary shares and the
depositary receipt relating to the preferred stock that is attached to the
Deposit Agreement. We will file these documents with the Securities and Exchange
Commission in connection with an offering of depositary shares.

We will describe in a prospectus supplement the specific terms of any
depositary shares we may offer pursuant to this prospectus. If indicated in a
prospectus supplement, the terms of such depositary shares may differ from the
terms described below.

GENERAL

If we elect to offer fractional interests in shares of preferred stock, we
will provide for the issuance of receipts for depositary shares to any holder of
such fractional interests. Each depositary share will represent fractional
interests of preferred stock. We will deposit the shares of preferred stock
underlying the depositary shares under a Deposit Agreement between us and a bank
or trust company selected by us. The bank or trust company must have its
principal office in the United States and a combined capital and
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surplus of at least $50,000,000. The depositary receipts will evidence the
depositary shares issued under the Deposit Agreement.

The Deposit Agreement will contain terms applicable to the holders of
depositary shares in addition to the terms stated in the depositary receipts.
Each owner of depositary shares will be entitled to all the rights and
preferences of the preferred stock underlying the depositary shares in
proportion to the applicable fractional interest in the underlying shares of
preferred stock. The depositary will issue the depositary receipts to
individuals purchasing the fractional interests in shares of the related
preferred stock according to the terms of the offering described in a prospectus
supplement.

DIVIDENDS AND OTHER DISTRIBUTIONS

The depositary will distribute all cash dividends or other cash
distributions received for the preferred stock to the entitled record holders of
depositary shares in proportion to the number of depositary shares that the
holder owns on the relevant record date (provided, however, that if we or the
depositary is required by law to withhold an amount on account of taxes, then
the amount distributed to the holders of depositary shares shall be reduced
accordingly). The depositary will distribute only an amount that can be
distributed without attributing to any holder of depositary shares a fraction of
one cent. The depositary will add the undistributed balance to and treat it as
part of the next sum received by the depositary for distribution to holders of
depositary shares.

If there is a non-cash distribution, the depositary will distribute
property received by it to the entitled record holders of depositary shares, in
proportion, insofar as possible, to the number of depositary shares owned by the
holders, unless the depositary determines, after consultation with us, that it
is not feasible to make such distribution. If this occurs, the depositary may,
with our approval, sell such property and distribute the net proceeds from the
sale to the holders. The Deposit Agreement also will contain provisions relating
to how any subscription or similar rights that we may offer to holders of the
preferred stock will be available to the holders of the depositary shares.

CONVERSION, EXCHANGE AND REDEMPTION

If any series of preferred stock underlying the depositary shares may be
converted or exchanged, each record holder of depositary receipts representing
the shares of preferred stock being converted or exchanged will have the right
or obligation to convert or exchange the depositary shares represented by the
depositary receipts.

Whenever we redeem or convert shares of preferred stock held by the
depositary, the depositary will redeem or convert, at the same time, the number
of depositary shares representing the preferred stock to be redeemed or
converted. The depositary will redeem the depositary shares from the proceeds it
receives from the corresponding redemption of the applicable series of preferred
stock. The depositary will mail notice of redemption or conversion to the record
holders of the depositary shares which are to be redeemed between 30 and 60 days
before the date fixed for redemption or conversion. The redemption price per
depositary share will be equal to the applicable fraction of the redemption
price per share on the applicable series of preferred stock. If less than all
the depositary shares are to be redeemed, the depositary will select which
shares are to be redeemed by lot on a pro rata basis or by any other equitable
method as the depositary may decide.

After the redemption or conversion date, the depositary shares called for
redemption or conversion will no longer be outstanding. When the depositary
shares are no longer outstanding, all rights of the holders will end, except the
right to receive money, securities or other property payable upon redemption or
conversion.

VOTING

When the depositary receives notice of a meeting at which the holders of
the preferred stock are entitled to vote, the depositary will mail the
particulars of the meeting to the record holders of the

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depositary shares. Each record holder of depositary shares on the record date
may instruct the depositary on how to vote the shares of preferred stock
underlying the holder's depositary shares. The depositary will try, if
practical, to vote the number of shares of preferred stock underlying the
depositary shares according to the instructions. We will agree to take all
reasonable action requested by the depositary to enable it to vote as
instructed.

AMENDMENTS

We and the depositary may agree at any time to amend the Deposit Agreement
and the depositary receipt evidencing the depositary shares. Any amendment that
(a) imposes or increases certain fees, taxes or other charges payable by the
holders of the depositary shares as described in the Deposit Agreement or that
(b) otherwise materially adversely affects any substantial existing rights of
holders of depositary shares, will not take effect until such amendment is
approved by the holders of at least a majority of the depositary shares then
outstanding. Any holder of depositary shares that continues to hold its shares
after such amendment has become effective will be deemed to have agreed to the
amendment.

TERMINATION

We may direct the depositary to terminate the Deposit Agreement by mailing
a notice of termination to holders of depositary shares at least 30 days prior
to termination. The depositary may terminate the Deposit Agreement if 90 days
have elapsed after the depositary delivered written notice of its election to
resign and a successor depositary is not appointed. In addition, the Deposit
Agreement will automatically terminate if:

- the depositary has redeemed all related outstanding depositary shares;

- all outstanding shares of preferred stock have been converted into or
exchanged for common stock; or

- we have liquidated, terminated or wound up our business and the
depositary has distributed the preferred stock of the relevant series to
the holders of the related depositary shares.

PAYMENT OF FEES AND EXPENSES

We will pay all fees, charges and expenses of the depositary, including the
initial deposit of the preferred stock and any redemption of the preferred
stock. Holders of depositary shares will pay taxes and governmental charges and
any other charges as are stated in the Deposit Agreement for their accounts.

RESIGNATION AND REMOVAL OF DEPOSITARY

At any time, the depositary may resign by delivering notice to us, and we
may remove the depositary at any time. Resignations or removals will take effect
upon the appointment of a successor depositary and its acceptance of the
appointment. The successor depositary must be appointed within 90 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.

REPORTS AND OBLIGATIONS

The depositary will forward to the holders of depositary shares all reports
and communications from us that are delivered to the depositary and that we are
required by law, the rules of an applicable securities exchange or our amended
and restated certificate of incorporation to furnish to the holders of the
preferred stock. Neither we nor the depositary will be liable if the depositary
is prevented or delayed by law or any circumstances beyond its control in
performing its obligations under the Deposit Agreement. The Deposit Agreement
limits our obligations to performance in good faith of the duties stated in the
Deposit Agreement. The depositary assumes no obligation and will not be subject
to liability under the Deposit Agreement except to perform such obligations as
are set forth in the Deposit Agreement without negligence or bad faith. Neither
we nor the depositary will be obligated to prosecute or defend any legal
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proceeding connected with any depositary shares or preferred stock unless the
holders of depositary shares requesting us to do so furnish us with a
satisfactory indemnity. In performing our obligations, we and the depositary may
rely and act upon the advice of our counsel or accountants, on any information
provided to us by a person presenting shares for deposit, any holder of a
receipt, or any other document believed by us or the depositary to be genuine
and to have been signed or presented by the proper party or parties.

DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS

We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and us to sell to the holders, a specified number
of shares of common stock or preferred stock at a future date or dates, which we
refer to herein as "stock purchase contracts." The price per share of common
stock or preferred stock and the number of shares of common stock or preferred
stock may be fixed at the time the stock purchase contracts are issued or may be
determined by reference to a specific formula set forth in the stock purchase
contracts. The stock purchase contracts may be issued separately or as part of
units consisting of a stock purchase contract and debt securities, preferred
stock or debt obligations of third parties, including U.S. treasury securities,
securing the holders' obligations to purchase the common stock or preferred
stock under the stock purchase contracts, which we refer to herein as "stock
purchase units." The stock purchase contracts may require us to make periodic
payments to the holders of the stock purchase units or vice versa, and such
payments may be unsecured or refunded on some basis. The stock purchase
contracts may require holders to secure their obligations thereunder in a
specified manner.

The applicable prospectus supplement will describe the terms of the stock
purchase contracts or stock purchase units. The description in the prospectus
supplement will not necessarily be complete, and reference will be made to the
stock purchase contracts, and, if applicable, collateral or depositary
arrangements, relating to the stock purchase contracts or stock purchase units.
Material United States federal income tax considerations applicable to the stock
purchase units and the stock purchase contracts will also be discussed in the
applicable prospectus supplement.

PLAN OF DISTRIBUTION

We may offer and sell or exchange the securities described in this
prospectus:

- through agents,

- through one or more underwriters,

- through one or more dealers,

- directly to one or more purchasers (through a specific bidding or auction
process or otherwise), or

- through a combination of any such methods of sale.

The distribution of the securities described in this prospectus may be
effected from time to time in one or more transactions either:

- at a fixed price or prices, which may be changed,

- at market prices prevailing at the time of sale,

- at prices relating to such prevailing market prices,

- at negotiated prices, or

- at a fixed exchange ratio in return for other of our securities.

Offers to purchase or exchange the securities may be solicited by agents
designated by us from time to time. Any such agent will be named, and any
commissions payable by us to such agent will be set forth, in the applicable
prospectus supplement. Unless otherwise indicated in the applicable prospectus
supplement, any such agent will be acting on a best efforts basis for the period
of its appointment. Any such agent may be deemed to be an underwriter, as that
term is defined in the Securities Act, of the securities so offered and sold.

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If an underwriter or underwriters are utilized in the sale of the
securities, we will execute an underwriting agreement with such underwriter or
underwriters at the time an agreement for such sale is reached. The names of the
specific managing underwriter or underwriters, as well as any other
underwriters, and the terms of the transactions, including compensation of the
underwriters and dealers, which may be in the form of discounts, concessions or
commissions, if any, will be set forth in the applicable prospectus supplement,
which will be used by the underwriters to make resales of the securities.

If a dealer is utilized in the sale of the securities, we or an underwriter
will sell such securities to the dealer, as principal. The dealer may then
resell such securities to the public at varying prices to be determined by such
dealer at the time of resale. The name of the dealer and the terms of the
transactions will be set forth in the applicable prospectus supplement relating
thereto.

Offers to purchase or exchange the securities may be solicited directly by
us and sales or exchanges thereof may be made by us directly to institutional
investors or others. The terms of any such sales, including the terms of any
bidding or auction process, if utilized, will be described in the applicable
prospectus supplement relating thereto.

We may enter into agreements with agents, underwriters and dealers under
which we may agree to indemnify them against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments they may be
required to make in respect thereof. The terms and conditions of such
indemnification or contribution will be described in the applicable supplement.
Certain of the agents, underwriters or dealers, or their affiliates may be
customers of, engage in transactions with or perform services for us in the
ordinary course of business.

LEGAL MATTERS

Gibson, Dunn & Crutcher LLP, Denver, Colorado, will issue an opinion to us
relating to the legality of the securities being offered by this prospectus. If
legal matters in connection with offerings made by this prospectus are passed on
by counsel for the underwriters of an offering of the securities, that counsel
will be named in the prospectus supplement relating to that offering.

EXPERTS

The consolidated financial statements of NRG Energy, Inc. as of December
31, 1999 and 1998 and for each of the three years in the period ended December
31, 1999 incorporated in this prospectus by reference to the Annual Report on
Form 10-K405 of NRG Energy, Inc. for the year ended December 31, 1999, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

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$650,000,000

NRG ENERGY, INC.

$      % SENIOR NOTES DUE 2011
$      % SENIOR NOTES DUE 2031

NRG LOGO

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PROSPECTUS SUPPLEMENT

APRIL    , 2001

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Joint Book-Running Managers

BANC OF AMERICA SECURITIES LLC                              SALOMON SMITH BARNEY
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Senior Co-Managers

ABN AMRO INCORPORATED
DEUTSCHE BANC ALEX. BROWN

Co-Managers
BNP PARIBAS
CIBC WORLD MARKETS
SCOTIA CAPITAL (USA) INC.
WESTDEUTSCHE LANDESBANK GIROZENTRALE

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