Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Winn Steve
2. Date of Event Requiring Statement (Month/Day/Year)
01/03/2006
3. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [NRG]
(Last)
(First)
(Middle)
NRG ENERGY, INC., 211 CARNEGIE CENTER
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PRINCETON, NJ 08540
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock, par value $0.01 per share (1) 5,230 (1) (2) (3)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option 11/19/2005(4) 11/19/2010(5) Common Stock, par value $0.01 per share 8,000 $ 31.48 D  
Non-Qualified Stock Option 08/01/2006(6) 08/01/2011(5) Common Stock, par value $0.01 per share 7,000 $ 38.8 D  
Performance Units (7) 08/01/2008(7) 08/01/2008(7) Common Stock, par value $0.01 per share 4,000 $ (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Winn Steve
NRG ENERGY, INC.
211 CARNEGIE CENTER
PRINCETON, NJ 08540
      Executive Vice President  

Signatures

/s/ Tanuja M. Dehne, under Power of Attorney 01/04/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents the following securities issued to Mr. Winn by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan: (i) 4,000 Restricted Stock Units issued on November 19, 2004; (ii) 230 Deferred Stock Units issued on March 14, 2005; and (iii) 1,000 Restricted Stock Units issed on August 1, 2005.
(2) Each Restricted Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01. Mr. Winn will receive from NRG Energy, Inc. one such share of Common Stock for each Restricted Stock Unit on the following schedule: (i) 4,000 shares on November 19, 2007 and (ii) 1,000 shares on August 1, 2008.
(3) Each Deferred Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01. Mr .Winn will receive from NRG Energy, Inc. one such share of Common Stock for each Deferred Stock Unit (230) on December 5, 2007.
(4) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Winn, the Stock Options vest and become exercisable as follows: 33 1/3% on November 19, 2005; 33 1/3% on November 19, 2006; and 33 1/3% on November 19, 2007.
(5) Stock Options expire six years from the date of grant.
(6) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Winn, the Stock Options will vest and become exercisable as follows: 33 1/3% on August 1, 2006; 33 1/3% on August 1, 2007; and 33 1/3% on August 1, 2008.
(7) Mr.Winn was issued 2,000 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on August 1, 2005. Each Performance Unit will be paid out on August 1, 2008 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to August 1, 2008 (the "Measurement Price") is equal to or greater than $54.50 (the "Target Price"). The payout for each Performance Unit will be equal to: (i) one share of Common Stock, if the Measurement Price equals the Target Price; (ii) a prorated amount in between one and two shares of Common Stock, if the Measurement Price is greater than the Target Price but less than $63.75 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.

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