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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Burke Carolyn Jeanne
2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2006
3. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [NRG]
(Last)
(First)
(Middle)
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)
VP, Controller
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 3,100 (1) (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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 08/01/2006(3) 08/01/2011(4) Common stock, par value $0.01 per share 3,000 $ 38.8 D  
Non-qualified Stock Options 01/03/2007(5) 01/03/2012(4) Common stock, par value $0.01 per share 4,900 $ 47.95 D  
Performance Units 08/01/2008(6) 08/01/2008(6) Common stock, par value $0.01 2,000 (6) $ (6) D  
Performance Units 01/03/2009(7) 01/03/2009(7) Common stock, par value $0.01 2,200 (7) $ (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Burke Carolyn Jeanne
211 CARNEGIE CENTER
PRINCETON, NJ 08540
      VP, Controller  

Signatures

Carolyn J. Burke 08/29/2006
**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 Ms. Burke by NRG Energy, Inc. under NRG's Long Term Incentive Plan: (i) 2,000 Restricted Stock Units ("RSUs") issued on May 3, 2004; (ii) 500 RSUs issued on August 1, 2005; (iii) 600 RSUs issued on January 3, 2006.
(2) Each RSU is equivalent in value to one share of NRG's Common Stock, par value $0.01. Ms. Burke will receive from NRG one such share of Common Stock for each RSU as follows: (i) 2000 shares on May 3, 2007; (ii) 500 shares on August 1, 2008; (iii) 600 shares on January 3, 2009.
(3) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Ms. Burke, 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.
(4) Stock options expire six years from the date of the grant.
(5) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Ms. Burke, the Stock Options will vest and become exercisable as follows: 33 1/3% on January 3, 2007, 33 1/3% on January 3, 2008 and 33 1/3% on January 3, 2009.
(6) Ms. Burke was issued 1,000 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.
(7) Mr. Burke was issued 1,100 Performance Units by NRG Energy, Inc. under NRG Energy, Inc's Long Term Incentive Plan on January 3, 2006. Each Performance Unit will be paid out on January 3, 2009 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 3, 2009 (the "Measurement Price") is equal to or greater than $67.37 (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 $79.49 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.