FIRST AMENDMENT to CONSTRUCTION SERVICES AGREEMENT

                                                        Exhibit 10.27.7



                            FIRST AMENDMENT
                                  to
                    CONSTRUCTION SERVICES AGREEMENT

This FIRST AMENDMENT to CONSTRUCTION SERVICES AGREEMENT is entered into as of
December 10, 1997 by and between NRG (Xxxxxx) Xxxxx, LLC, a Delaware
limited liability company (the "Client") and NRG Energy, Inc. ("NRG").



WHEREAS, Client and NRG are parties to that certain Construction Services
Agreement dated as of August 29, 1997 (the "Construction Services
Agreement");



WHEREAS, Client and NRG wish to amend the Construction Services Agreement as
herein provided;


     NOW, THEREFORE, Client and NRG hereby agree as follows:

     1.    Article  1 of the Construction Services Agreement  shall  be
amended by adding the following paragraph C to the end thereof:



          C.   Client shall have the right, upon 30 days written notice
documenting  the basis for such action, to require NRG  to  remove  for
cause  the  person  selected  as  the Construction  Manager  from  such
position,  subject to NRG's rights to a 30-day cure period (but  absent
such  a  cure, NRG will remove such person from such position following
such  a  request  by  Client).  As soon as  practical  after  any  such
removal,  NRG  shall  appoint a new Construction Manager,  after  first
obtaining Client's consent to such new appointment which consent  shall
not be unreasonably withheld.



     2.    This  Amendment  is  limited  as  specified  and  shall  not
constitute a modification, acceptance or waiver of any other  provision
of  the Construction Services Agreement or any other agreement referred
to  therein, or prejudice any right or rights which Client or  NRG  may
now  have  or  may have in the future under or in connection  with  the
Construction Services  Agreement.  Except as expressly modified hereby,
the  terms and provisions of the Construction Services Agreement  shall
continue  in full force and effect.  All references to the Construction
Services  Agreement  shall  hereafter  be  deemed  to  refer   to   the
Construction Services Agreement as modified hereby.

     3.  This  Amendment may be executed in separate counterparts  by
Client and NRG, each of which when so executed and delivered shall be
an  original,  but  all of which shall constitute one  and  the  same
instrument.

     4.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED  BY  THE
LAW OF THE STATE OF MINNESOTA, BUT WITHOUT GIVING EFFECT TO.CONFLICTS
OF LAW PROVISIONS.



     IN WITNESS WHEREOF, Client and NRG have caused their duly
authorized representatives to execute and deliver this Amendment as of
the date first above written.


                              NRG (XXXXXX) COGEN, LLC



                              By /s/ Xxxxx Xxxxxxxxxxx
                                 Name: Xxxxx Xxxxxxxxxxx
                                 Title:  President



                              NRG ENERGY, INC.


                              By /s/ Xxxxx X. Xxxxxxxx
                                 Name: Xxxxx X. Xxxxxxxx
                                 Title:  President & CEO