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 *
  Gutierrez Mauricio
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, Commercial Operations
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 14,268 (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 08/01/2006(2) 08/01/2011 Common Stock, par value $.01 per share 1,000 $ 19.4 D  
Non-Qualified Stock Options 05/31/2007(3) 05/31/2012 Common Stock, par value $.01 per share 23,256 $ 24.875 D  
Non-Qualified Stock Options 05/31/2009(4) 05/31/2012 Common Stock, par value $.01 per share 34,884 $ 24.875 D  
Non-Qualified Stock Options 01/03/2008(5) 01/03/2013 Common Stock, par value $.01 per share 7,400 $ 27.915 D  
Non-Qualified Stock Options 07/26/2008(6) 07/26/2013 Common Stock, par value $.01 per share 22,000 $ 37.73 D  
Non-Qualified Stock Options 01/02/2009(7) 01/02/2014 Common Stock, par value $.01 per share 6,200 $ 42.82 D  
Performance Units 08/01/2008 08/01/2015 Common Stock, par value $.01 per share 4,000 $ (8) D  
Performance Units 05/31/2009 05/31/2016 Common Stock, par value $.01 per share 17,600 $ (9) D  
Performance Units 05/31/2011 05/31/2016 Common Stock, par value $.01 per share 17,600 $ (10) D  
Performance Units 01/03/2010 01/03/2017 Common Stock, par value $.01 per share 3,600 $ (11) D  
Performance Units 07/26/2010 07/26/2017 Common Stock, par value $.01 per share 11,000 $ (12) D  
Performance Units 01/02/2011 01/02/2018 Common Stock, par value $.01 per share 2,400 $ (13) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gutierrez Mauricio
NRG ENERGY, INC.
211 CARNEGIE CENTER
PRINCETON, NJ 08540
      Sr VP, Commercial Operations  

Signatures

/s/ Mauricio Gutierrez 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) Represents Restricted Stock Units ("RSUs") issued to Mr. Gutierrez 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. Gutierrez will receive from NRG one such share of Common Stock, as follows: (i) 1,000 shares on August 1, 2008; (ii) 4,534 shares on May 31, 2009; (iii)800 shares on January 3, 2010; (iv) 2,800 shares on July 26, 2010; (v) 600 shares on January 2, 2011; and (vi) 4,534 on May 31, 2011.
(2) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Gutierrez, the Stock Options vested and became exercisable as follows: 33 1/3% on August 1, 2006 and 33 1/3% on August 1, 2007. The remaining 33 1/3% will vest on August 1, 2008.
(3) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Gutierrez, 33 1/3% of the Stock Options vested on May 31, 2007. The remaining balance will vest as follows: 33 1/3% on May 31, 2008 and 33 1/3% on May 31, 2009.
(4) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Gutierrez, the Stock Options will vest and become exercisable as follows: 33 1/3% on May 31, 2009; 33 1/3% on May 31, 2010; and 33 1/3% on May 31, 2011.
(5) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Gutierrez, 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.
(6) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Gutierrez, the Stock Options will vest and become exercisable as follows: 33 1/3% on July 26, 2008; 33 1/3% on July 26, 2009; and 33 1/3% on July 26, 2010.
(7) Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Gutierrez, 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.
(8) 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 $26.875 (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 $31.50 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.
(9) Each Performance Unit will be paid out on May 31, 2009 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to May 31, 2009 (the "Measurement Price")is equal to or greater than $34.20 (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 $40.12 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.
(10) Each Performance Unit will be paid out on May 31, 2011 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to May 31, 2011 (the "Measurement Price")is equal to or greater than $34.20 (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 $40.12 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.
(11) 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.
(12) Each Performance Unit will be paid out on July 26, 2010 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to July 26, 2010 (the "Measurement Price")is equal to or greater than $51.63 (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 $60.62 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.
(13) 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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