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 *
  Freeland Clint
2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2008
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)
Sr. VP & CFO
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 $ .01 per share 8,662 (1)
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 Options 01/03/2008(2) 01/03/2013 Common Stock, par value $.01 per share 7,000 $ 27.915 D  
Non-Qualified Stock Options 05/16/2008(3) 05/16/2013 Common stock, par value $.01 per share 6,500 $ 41.605 D  
Non-Qualified Stock Options 01/02/2009(4) 01/02/2014 Common Stock, par value $.01 per share 6,400 $ 42.82 D  
Performance Unit 01/03/2010 01/03/2017 Common Stock, par value $.01 per share 3,200 $ (5) D  
Performance Unit 05/16/2010 05/16/2017 Common Stock, par value $.01 per share 3,200 $ (6) D  
Performance Unit 01/02/2011 01/02/2018 Common Stock, par value $.01 per share 2,400 $ (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Freeland Clint
NRG ENERGY, INC.
211 CARNEGIE CENTER
PRINCETON, NJ 08540
      Sr. VP & CFO  

Signatures

/s/ Brian Curci, under Power of Attorney 03/05/2008
**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) Includes Restricted Stock Units ("RSU")issued to Mr. Freeland by NRG Energy, Inc. ("NRG") under NRG's Long-Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Mr. Freeland will receive from NRG one such share of Common Stock, as follows: (i) 2,000 shares on August 1, 2008; (ii) 3,800 shares on February 3, 2009; (iii) 800 shares on January 3, 2010; (iv) 820 shares on May 16, 2010; and (v) 600 shares on January 2, 2011.
(2) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Freeland, 33 1/3% of the Stock Options vested on January 3, 2008. The remaining balance will vest as follows: 33 1/3% on January 3, 2009 and 33 1/3% on January 3, 2010.
(3) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Freeland, the Stock Options will vest and become exercisable as follows: 33 1/3% on May 16, 2008; 33 1/3% on May 16, 2009; and 33 1/3% on May 16, 2010.
(4) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Freeland, the Stock Options will vest and become exercisable as follows: 33 1/3% on January 2, 2009; 33 1/3% on January 2, 2010; and 33 1/3% on January 2, 2011.
(5) Each Performance Unit will be paid out on January 3, 2010 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 3, 2010 (the "Measurement Price")is equal to or greater than $38.095 (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 $44.74 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.
(6) Each Performance Unit will be paid out on May 16, 2010 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to May 16, 2010 (the "Measurement Price")is equal to or greater than $57.20 (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 $67.11 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.
(7) Each Performance Unit will be paid out on January 2, 2011 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 2, 2011 (the "Measurement Price")is equal to or greater than $60.16 (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 $70.35 (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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