Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Murphy J Andrew
   2. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [NRG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec VP & General Counsel
(Last)
(First)
(Middle)
NRG ENERGY, INC., 211 CARNEGIE CENTER		 3. Date of Earliest Transaction (Month/Day/Year)
12/18/2006
(Street)

PRINCETON, NJ 08533		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value .01 per share 12/18/2006   A   3,150 (1) A (2) 3,150 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Options $ 57.85 12/18/2006   A   25,600   12/18/2007(3) 12/18/2012(4) Common Stock, par value $.01 per share 25,600 $ 0 25,600 D  
Performance Units (5) 12/18/2006   A   12,200 (5)   12/18/2009(5) 12/18/2009 Common stock, par value $0.01 per share 12,200 (5) $ 0 37,800 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Murphy J Andrew
NRG ENERGY, INC.
211 CARNEGIE CENTER
PRINCETON, NJ 08533		       Exec VP & General Counsel  

Signatures

 J. Andrew Murphy   12/19/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents Restricted Stock Units issued pursuant to the Restricted Stock Unit Agreement by and between NRG Energy, Inc. and J. Andrew Murphy.
(2) Each Restricted Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01. Mr. Murphy will receive from NRG Energy, Inc. one such share of Common Stock for each Restricted Stock Unit on December 18, 2009.
(3) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Murphy, the Stock Options will vest and become exercisable as follows: 33 1/3% on December 18, 2007, 33 1/3% on December 18, 2008 and 33 1/3% on December 18, 2009.
(4) Stock options expire six years from the date of the grant.
(5) Mr. Murphy was issued 6,100 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on December 18, 2006. Each Performance Unit will be paid out on December 18, 2009 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to December 18, 2009 (the "Measurement Price") is equal to or greater than $81.28 (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 $95.05 (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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