NORTHERN STATES POWER CO /MN/
8-K, 1999-07-15
ELECTRIC & OTHER SERVICES COMBINED
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		       SECURITIES AND EXCHANGE COMMISSION
			   Washington,  D.C.  20549




				  FORM  8-K



			       CURRENT  REPORT



		  Pursuant  to  Section  13  or  15(d)  of
		  the  Securities  Exchange  Act  of  1934




Date  of  Report  (Date  of  earliest  event  reported)     JULY  15,  1999
							    ---------------


		     NORTHERN  STATES  POWER  COMPANY
		     --------------------------------
       (Exact  name  of  registrant  as  specified  in  its  charter)


				MINNESOTA
				---------
	    (State  or  other  jurisdiction  of  incorporation)


	1-3034                                       41-0448030
	------                                       ----------
(Commission  File  Number)                (IRS Employer  Identification  No.)


  414  NICOLLET  MALL,  MPLS,  MN                         55401
  -------------------------------                         -----
(Address  of  principal  executive  offices)           (Zip  Code)


Registrant's  telephone  number,  including  area  code     612-330-5500
							    ------------



     (Former  name  or  former  address,  if  changed  since  last  report)



ITEM  5.          OTHER  EVENTS
- --------          -------------

     On July 15, 1999, Northern States Power Company (NSP) released earnings for
the  second  quarter  of  1999.

     Additional  information  is  contained  in the investor release attached as
Exhibit  99.01.

	  In  addition, in connection with NSP's July 15, 1999, discussion with
security  analysts,  NRG  indicated that earnings for the six month period ended
June  30,  1999  were $1.4 million or approximately 1 cent per NSP common share.
The  first  six  months results have been adversely affected by a decline in the
relative  value  in the Czech currency, which reduced 1999 year to date earnings
by  $4  million  or  2.5  cents  per  NSP  common  share.  In  addition, NRG has
experienced  higher  costs  related  to new acquisitions and additional interest
costs  for  project  and  corporate  debt  issuances.

	  NRG's  earnings  for  the  twelve  months  ended  June  30,  1999 were
approximately  20  cents  per  NSP  common  share.   It was indicated that these
earnings from underlying operations could be used as a basis to approximate 1999
underlying  earnings.    NRG  also indicated that the following acquisitions are
expected  to  provide  additional  earnings per NSP common share benefits in the
ranges  shown  below:

<TABLE>
<S>                       <C>                <C>         <C>           <C>               <C>
											 EPS  Impact    for  6 months
Assets  Acquired          Cost (Millions)    MW          Ownership     Close                   ended  12/31/99

Huntley/Dunkirk           $ 355              1,360       100%          June 1999          $0.03  -    $0.06
Astoria/Arthur  Kill      $ 505              1,456       100%          June 1999          $0.08  -    $0.10
Encina/CT's               $ 356              1,218        50%          May 1999           $0.02  -    $0.05
Somerset                  $  55                229       100%          April 1999         $0.01  -    $0.02
Oswego                    $  91              1,700       100%          4th Quarter               N/A
Middletown/Devon/Norwalk  $ 460              2,235       100%          4th Quarter               N/A

</TABLE>

     NRG  stated  they remain confident that they will contribute about 40 cents
per  share  (or  approximately  20%  of  NSP's  1999  earnings).

	  This document includes forward-looking statements that are subject to
certain  risks,  uncertainties and assumptions.  Such forward-looking statements
are  intended  to  be  identified  in  this  document by the words "anticipate,"
"estimate,"  "expect,"  "objective,"  "possible,"  "potential"  and  similar
expressions.    Actual  results  may  vary materially.  Factors that could cause
actual  results  to  differ materially include, but are not limited to:  general
economic  conditions,  including  their impact on capital expenditures; business
conditions in the energy industry; competitive factors; unusual weather; changes
in  federal  or  state  legislation;  regulation;  issues  relating to Year 2000
remediation  efforts;  currency  translation  and  transaction  adjustments; the
higher  degree of risk associated with NSP's nonregulated businesses as compared
to  NSP's  regulated  business;  regulatory  delays  or  conditions  imposed  by
regulatory  agencies in approving the proposed merger with New Century Energies,
Inc.;  and  the  other  risk  factors listed from time to time by NSP in reports
filed with the Securities and Exchange Commission (SEC), including Exhibit 99.01
to  NSP's  Quarterly  Report  on Form 10-Q for the quarter ended March 31, 1999.


ITEM  7.          FINANCIAL  STATEMENTS  AND  EXHIBITS
- --------          ------------------------------------

(c)    EXHIBITS

Exhibit
  No.                     Description
 -----                    -----------

 99.01                    Investor  Release  dated  July  15,  1999


				       -2-
<PAGE>
				   SIGNATURES
				   ----------


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

     Northern  States  Power  Company
     (a  Minnesota  Corporation)



     By        /s/
	 -------------------
     Edward    J.  McIntyre
     Vice  President  and  Chief
	  Financial  Officer




Dated:  July  15,  1999
	---------------


					    -3-
Exhibit  99.01

July  15,  1999


			   INVESTOR RELATIONS RELEASE
			   --------------------------


	COMMISSION RULING REDUCES NSP'S SECOND QUARTER EARNINGS BY 14
			CENTS TO 6 CENTS PER SHARE


     MINNEAPOLIS  --  Northern  States Power Co.'s (NSP) earnings for the second
quarter  ended  June  30, 1999, were 6 cents per share, reflecting a $35 million
charge  or  14  cents  per  share,  due to an adverse Minnesota Public Utilities
Commission  (MPUC)  decision related to conservation program incentives.  If not
for  the  conservation decision, earnings for the second quarter would have been
20  cents  per  share  in  1999,  compared  with  23  cents  per  share in 1998.

     On  June  24,  1999,  the  MPUC voted 3-2 to deny NSP recovery of 1998 lost
margins, load management discounts and incentives associated with state-mandated
programs  for  electric  energy  conservation.    The MPUC's decision appears to
contradict previous orders and reduce NSP's 1998 rates retroactively.  NSP plans
to challenge the MPUC's decision. Due to the uncertain outcome of the challenge,
NSP  has  established  a  regulatory  reserve  for recovery of 1998 conservation
program  incentives.    This  reserve  has reduced NSP's earnings by $35 million
(before  tax)  or  14  cents  per share.  The MPUC decision did not address 1999
conservation  incentives.

     "We  are  disappointed  with  the  MPUC's  decision  regarding  recovery of
conservation  related  items  and  we plan to ask for reconsideration," said Jim
McIntyre,  vice  president  and  chief  financial  officer.    "Excluding  the
conservation  charge  and  assuming  recovery  of  1999  conservation  program
incentives,  we  expect  NSP's  1999  annual  earnings  to  be  in line with the
consensus  of  analysts'  earnings  estimates,"  said  McIntyre.

     Excluding  the  conservation  charge, regulated utility earnings would have
been  19  cents per share for the second quarter of 1999, compared with 20 cents
per  share in 1998.  "NSP's utility operations remain fundamentally sound and we
view  the  conservation  decision  as  an  unfortunate  anomaly," said McIntyre.

<PAGE>

     NSP's  nonregulated  operations, including NRG, recorded earnings of 1 cent
per  share for the second quarter of 1999, compared with earnings of 3 cents per
share in 1998.  NRG second quarter earnings were 2 cents per share in 1999 and 5
cents  per share in 1998.  "NRG's results reflect increased costs to support new
acquisitions, timing of project earnings and additional interest expense.  NRG's
year-to-date  earnings are not indicative of our annual expectations.  We remain
confident  that  NRG  will  contribute about 40 cents per share or 20 percent of
NSP's  1999  earnings,"  added  McIntyre.

     For  the  12  months  ended June 30, earnings per share were $1.63 in 1999,
compared  with  $1.62  in 1998.  Excluding the conservation charge, earnings for
the  12  months  ended  June  30,  1999, would have been $1.77 per share.  NRG's
earnings  for  the 12-month periods ended June 30, were  20 cents in 1999 and 16
cents  in  1998.

     This  release  includes  forward-looking  statements  that  are  subject to
certain  risks,  uncertainties and assumptions.  Such forward-looking statements
are  intended  to  be  identified  in  this  document by the words "anticipate,"
"estimate,"  "expect,"  "objective,"  "possible,"  "potential"  and  similar
expressions.    Actual  results  may  vary materially.  Factors that could cause
actual  results  to  differ materially include, but are not limited to:  general
economic  conditions,  including  their impact on capital expenditures; business
conditions in the energy industry; competitive factors; unusual weather; changes
in  federal  or  state  legislation;  regulation;  issues  relating to Year 2000
remediation  efforts;  currency  translation  and  transaction  adjustments; the
higher  degree of risk associated with NSP's nonregulated businesses as compared
to  NSP's  regulated  business;  regulatory  delays  or  conditions  imposed  by
regulatory  agencies in approving the proposed merger with New Century Energies,
Inc.;  and  the  other  risk  factors listed from time to time by NSP in reports
filed with the Securities and Exchange Commission (SEC), including Exhibit 99.01
to  NSP's  Quarterly  Report  on Form 10-Q for the quarter ended March 31, 1999.

				      # # #

For  more  information,  contact:

E J  McIntyre     Vice  President  &  Chief  Financial  Officer    612/330-7712
P E  Pender       Vice President, Finance & Treasurer              612/330-7769
R J  Kolkmann     Director,  Investor Relations                    612/330-6622

NSP  Internet  Address:  http://www.nspco.com
NSP  Investor  Relations  Internet  Address:  http://www.nspco.com/ir.htm

	      This information is not given in connection with any
	      sale or offer for sale or offer to buy any security.
<PAGE>
			 Northern States Power Company
			   Diluted Earnings Per Share

Bar graph indicating second quarter diluted earnings per share:

	1994    $0.37
	1995     0.42
	1996     0.29
	1997     0.12
	1998     0.23
	1999     0.06 (Total)
	1999     0.20 (Excluding CIP Reserve (1))

Bar graph indicating 12 months ended June 30 earnings per share:

	1994    $1.70
	1995     1.79
	1996     1.80
	1997     1.71
	1998     1.62
	1999     1.63 (Total)
	1999     1.77 (Excluding CIP Reserve (1))

(1) Excluding conservation (CIP) reserve of $35 million or 14 cents per share.

<TABLE>
<S>                                  <C>       <C>       <C>   <C>    <C>    <C>
Second Quarter                        1994       1995     1996   1997   1998   1999

	Weather Adjusted  EPS        $0.35      $0.37    $0.26  $0.23  $0.23  $0.21
	Weather Impact               $0.02      $0.05    $0.03  $0.01  $0.00 ($0.01)

	EPS Excluding Merger/CIP     $0.37      $0.42    $0.29  $0.24  $0.23  $0.20
	Merger Write-off/CIP Reserve $0.00      $0.00    $0.00 ($0.12) $0.00 ($0.14)

	Total EPS                    $0.37      $0.42    $0.29  $0.12  $0.23  $0.06

12 Months Ended June 30               1994       1995     1996   1997   1998   1999

	Weather Adjusted EPS         $1.69      $1.90    $1.64  $1.79  $1.78  $1.85
	Weather Impact               $0.01     ($0.11)   $0.16  $0.04 ($0.16)($0.08)

	EPS Excluding Merger/CIP     $1.70      $1.79    $1.80  $1.83  $1.62  $1.77
	Merger Write-off/CIP Reserve $0.00      $0.00    $0.00 ($0.12) $0.00 ($0.14)

	Total EPS                    $1.70      $1.79    $1.80  $1.71  $1.62  $1.63

</TABLE>

			 See Notes to Financial Statements

<PAGE>

<TABLE>
<CAPTION>

		     NORTHERN  STATES  POWER  COMPANY
	     Consolidated  Statements  of  Income  (Unaudited)
	    (Millions  of  dollars,  except  per  share  data)


<S>                                                                  <C>        <C>     <C>         <C>      <C>      <C>
								       3 Months  Ended  June 30     12 Months  Ended  June 30
									 1999    1998    Change       1999     1998    Change
Utility operating revenues
Electric:
 Retail                                                                 $538.7  $518.7    20.0      $2,191.3 $2,085.1  106.2
 Sales for resale and other                                               50.1    51.9    (1.8)        224.5    188.5   36.0
 Gas                                                                      70.6    68.0     2.6         465.9    463.3    2.6
  Total                                                                  659.4   638.6    20.8       2,881.7  2,736.9  144.8

Utility operating expenses
 Fuel for electric generation                                             81.3    75.5     5.8         311.6    311.7   (0.1)
 Purchased and interchange power                                         107.2    96.9    10.3         413.8    325.4   88.4
 Cost of gas purchased and transported                                    35.1    37.1    (2.0)        263.6    287.6  (24.0)
 Other operation                                                         101.8    96.5     5.3         403.0    378.0   25.0
 Maintenance                                                              53.1    54.4    (1.3)        184.8    174.6   10.2
 Administrative and general                                               35.2    36.5    (1.3)        141.6    145.1   (3.5)
 Conservation and energy management                                       16.7    16.7     0.0          71.5     71.2    0.3
 Depreciation and amortization                                            88.1    83.1     5.0         346.6    332.6   14.0
 Property and general taxes                                               57.4    56.3     1.1         223.3    222.6    0.7
 Income taxes                                                             17.6    20.5    (2.9)        148.2    136.3   11.9
  Total                                                                  593.5   573.5    20.0       2,508.0  2,385.1  122.9

Utility operating income                                                  65.9    65.1     0.8         373.7    351.8   21.9

Other income (expense)
 Income from nonregulated businesses - before interest and taxes           0.2     7.7    (7.5)         32.0     12.3   19.7
 Allowance for funds used during construction - equity                    (0.4)    1.8    (2.2)          7.7      6.1    1.6
 Regulatory reserve - conservation program recovery                      (35.0)    0.0   (35.0)        (35.0)     0.0  (35.0)
 Other utility income (deductions) - net                                  (4.4)   (6.5)    2.1          (7.4)    (3.5)  (3.9)
 Income taxes on nonregulated operations and nonoperating items.          35.8    11.8    24.0          66.7     50.8   15.9
  Total                                                                   (3.8)   14.8   (18.6)         64.0     65.7   (1.7)

Income before financing costs                                              62.1   79.9   (17.8)        437.7    417.5   20.2

Financing  Costs
 Interest on utility long-term debt                                        23.3   26.2    (2.9)         99.9    101.5   (1.6)
 Other utility interest and amortization                                    7.1    2.6     4.5          18.2     15.2    3.0
 Nonregulated interest and amortization                                    17.2   13.9     3.3          57.5     47.8    9.7
 Allowance for funds used during construction - debt                       (0.9)  (1.7)    0.8          (7.6)    (8.2)   0.6
  Total interest charges                                                   46.7   41.0     5.7         168.0    156.3   11.7
 Distributions on redeemable preferred securities of subsidiary trust       3.9    3.9     0.0          15.7     15.7    0.0
  Total financing costs                                                    50.6   44.9     5.7         183.7    172.0   11.7

Net income                                                                 11.5   35.0   (23.5)        254.0    245.5    8.5
Preferred stock dividends and redemption premiums                           2.1    1.1     1.0           5.3      8.2   (2.9)
Earnings available for common stock                                        $9.4  $33.9  ($24.5)       $248.7   $237.3  $11.4


Average number of common shares outstanding (000's)                     153,012 149,877              152,067  146,575
Average number of common and potentially dilutive
 shares outstanding (000's)                                             153,118 150,143              152,242  146,805

Earnings per average common share - basic                                 $0.06   $0.23  ($0.17)       $1.64    $1.62  $0.02
Earnings per average common share - diluted                               $0.06   $0.23  ($0.17)       $1.63    $1.62  $0.01

Common dividends declared per share                                     $0.3625 $0.3575 $0.0050      $1.4350  $1.4150 $0.020

Return on average common equity                                                                        10.1%    10.2%
Return on average common equity excluding conservation reserve                                         10.9%    10.2%
</TABLE>

See Notes to Financial Statements on Page 2.

This information is not given in connection with any sale or offer for sale or
			   offer to buy any security.

					-1-

<PAGE>
	NORTHERN STATES POWER COMPANY (MINNESOTA) AND SUBSIDIARIES (NSP)
			  Notes to Financial Statements


Due  to  the seasonality of NSP's electric and gas sales, operating results on a
quarterly  basis  are  not necessarily an appropriate base from which to project
annual  results.

Except  for  the  historical  statements contained in this document, the matters
discussed in this investor relations release, including the statements regarding
revenue  and  earnings  expectations,  are  forward-looking  statements that are
subject  to  certain risks, uncertainties and assumptions.  Such forward-looking
statements  are  intended  to  be  identified  in  this  document  by  the words
"anticipate,"  "estimate,"  "expect,"  "objective,"  "possible," "potential" and
similar  expressions.    Actual results may vary materially.  Factors that could
cause  actual  results  to  differ  materially  include, but are not limited to:
general  economic  conditions,  including  their impact on capital expenditures;
business  conditions  in  the  energy  industry;  competitive  factors;  unusual
weather; changes in federal or state legislation; regulation; issues relating to
Year  2000  remediation  efforts;  the  higher  risk  associated  with  NSP's
nonregulated  businesses  compared  with  NSP's  regulated  business;  currency
translation and transaction adjustments; regulatory delays or conditions imposed
by  regulatory  agencies  in  approving  the  proposed  merger  with New Century
Energies,  Inc.;  and  the  other risk factors listed from time to time in NSP's
Securities  and  Exchange  Commission  (SEC) reports, including Exhibit 99.01 to
NSP's  report  on  Form  10-Q  for  the  quarter  ended  March  31,  1999.

1.  SIGNIFICANT  FACTORS  AFFECTING  OPERATING  RESULTS

REGULATED  OPERATIONS
- ---------------------

CONSERVATION  IMPROVEMENT  PROGRAM  (CIP)  RECOVERY
NSP  recorded  a  charge  to second quarter 1999 earnings of $35 million (before
tax),  or  14  cents  per  share, due to a Minnesota Public Utilities Commission
(MPUC)  disallowance  of  rate  recovery  for  accrued 1998 conservation program
incentives.    For  more  information,  see  Note  3  on  Conservation Recovery.

ESTIMATED  IMPACT  OF  TEMPERATURE  ON  EARNINGS
NSP  estimates  sales  levels  under  normal weather conditions and analyzes the
approximate  effect of variations from historical average temperatures on actual
sales  levels.    The  following  summarizes the estimated impact of temperature
variations  on  actual  utility  operating  results  (in relation to sales under
normal  weather  conditions).

						INCREASE  (DECREASE)
						--------------------
					   1999          1998        1999
EARNINGS  PER  SHARE  FOR    THE            VS            VS          VS
PERIOD  ENDED    JUNE  30:                NORMAL        NORMAL       1998
- -------------------------                 ------        ------       ----
Quarter  Ended                           ($0.01)        $0.00      ($0.01)
Twelve  Months  Ended                    ($0.08)       ($0.16)      $0.08



SALES  GROWTH
The  following  table  summarizes  NSP's  growth in actual electric and gas
sales  and  growth  on  a  weather-normalized  basis for the three-month and the
12-month periods ended June 30, 1999, as compared with the same periods in 1998.
NSP's  weather-normalization  process  removes  the estimated impact on sales of
temperature  variations  from  historical  averages.

				       Second Quarter          12  Months Ended
				       --------------          ----------------
				     Actual  Normalized       Actual  Normalized
				     ------  ----------       ------  ----------
Electric  Residential                 3.1%      4.5%           5.4%      3.7%
Electric  Commercial  &  Industrial  (0.8%)    (0.3%)          2.0%      1.6%
Total  Retail  Electric  Sales        0.1%      0.9%           2.9%      2.2%
Electric Sales for Resale            13.7%       NA           29.7%       NA
Total Firm  Gas  Sales               34.5%      9.5%           7.9%      3.3%

OTHER  OPERATION, MAINTENANCE  AND ADMINISTRATIVE AND GENERAL EXPENSES
Other  operation,  maintenance  and administrative and general expenses combined
for  the  second  quarter of 1999, increased by $2.7 million compared with 1998.
Cost  increases  for  plant  outages  and  customer  service  and  reliability
initiatives  during  the  second  quarter  of  1999  offset  lower  storm costs.

Other  operation,  maintenance  and administrative and general expenses combined
for  the  12-month  period  ended  June  30,  1999,  increased by $31.7 million,
compared  with  1998.    Expenses  increased  due  to  plant outages and Nuclear
Regulatory  Commission  costs,  Year  2000  remediation,  customer  service  and
reliability  initiatives,  customer growth and the acquisition of Black Mountain
Gas.    NSP's current outlook is that 1999 year-end other operation, maintenance
and  administrative  expenses  will  be  lower  than  1998  levels.

NONREGULATED  OPERATIONS
- ------------------------

Due  to the nature of its nonregulated businesses, NSP anticipates that the
earnings  from  these  operations  may  vary  more  than earnings from regulated
utility  businesses.    The  following  table  summarizes the earnings per share
contributions  of  NSP's  nonregulated  businesses.

					 3 Mos. Ended          12 Mos. Ended
				       -----------------     -----------------
				       6/30/99   6/30/98     6/30/99   6/30/98
				       -------   -------     -------   -------
NRG Energy Inc. (NRG)                   $0.02     $0.05       $0.20    $0.16
Eloigne Co.                              0.01      0.01        0.04     0.04
Energy Masters International Inc. (EMI) (0.01)    (0.01)      (0.04)   (0.08)
Seren Innovations Inc.                  (0.01)    (0.01)      (0.03)    0.01)
Other                                    0.00     (0.01)       0.00     0.00
					 ----      ----        ----     ----
Total  Nonregulated                     $0.01     $0.03       $0.17    $0.11
					=====     =====       =====    =====

<PAGE>

NRG
NRG's  earnings  for  the  second  quarter  of 1999 decreased compared with 1998
results  due to increased costs related to new project acquisitions and business
development,  additional  interest expense, adjustments to estimated tax credits
and  timing of project earnings.  NRG's year-to-date earnings are not indicative
of  NRG's  annual  expectations.    NRG expects to contribute about 40 cents per
share,  or  20  percent  of  NSP's  1999  earnings.

NRG's  earnings  for  the 12-months ended June 30, 1999, increased compared with
1998,  primarily  due  to  the  performance  of  the  El  Segundo and Long Beach
projects,  partially  offset  by  increased  expenses for corporate support, new
business  development  and  interest  costs.

EMI
EMI's  losses for the 12-months ended June 30, 1999, were less than 1998 losses,
largely  due  to increased energy services margin.  In addition, results for the
12-months  ended June 30, 1998, included losses associated with Enerval, a joint
venture  previously  held  by  EMI.

2.  BUSINESS  DEVELOPMENTS

PROPOSED  BUSINESS  COMBINATION
- -------------------------------
On  March  24,  1999,  NSP  and New Century Energies, Inc. (NCE), entered into a
merger  agreement, providing for a strategic business combination of NCE and NSP
to  form  a new entity named Xcel Energy Inc. (Xcel). At the time of the merger,
each share of NCE common stock, par value $1.00 per share, will be exchanged for
1.55  shares  of Xcel common stock, par value $2.50 per share. Cash will be paid
in lieu of any fractional shares of Xcel common stock that holders of NCE common
stock would otherwise receive.  NSP shares need not be exchanged and will become
Xcel  shares  on  a  one-for-one basis. The merger is expected to be a tax-free,
stock-for-stock  exchange for shareholders of both companies and to be accounted
for  as  a  pooling  of  interests.

On  June  28,  1999,  shareholders of both NSP and NCE approved the merger.  NCE
shareholder  approval of the merger totaled 93 percent of votes received, and 78
percent  of  overall  shares.  NSP shareholder approval of the merger totaled 83
percent  and  62  percent,  respectively.

The  merger  requires  approval  or  regulatory  review  by  federal regulators,
including  the  Federal Energy Regulatory Commission (FERC) and the SEC, as well
as  state  regulators  in  eight  of  the  12 states currently served by the two
companies.  The  approval  process  is  expected to be completed within 12 to 18
months  from  the  date  of  the  merger  announcement.

<PAGE>

NRG
- ---
In  April  1999,  NRG  reached  agreement to purchase the 1,700 MW oil/gas-fired
Oswego  generating  station  for  $91  million  from  Niagara  Mohawk  Power and
Rochester  Gas  and  Electric.  The  facilities  are  located  in  New York. The
acquisition  is  expected  to  close  in  the  fourth  quarter  of 1999, pending
regulatory  approvals.

In  April  1999, NRG completed its acquisition of the Somerset power station for
approximately  $55  million  from  Eastern  Utilities  Associates.  The Somerset
station,  located  in  Somerset,  Mass.,  includes  two  coal-fired  generating
facilities  with  a  total  capacity of 181 MW and two aeroderivative combustion
turbine  peaking  units  with  a  total  capacity  of 48 MW. A total of 69 MW of
capacity  is  on  deactivated  reserve.  NRG  owns a 100 percent interest in the
project.

In May 1999, NRG and Dynegy completed their acquisition of the Encina generating
station  and  17  combustion  turbines  for  $356  million  from San Diego Gas &
Electric  Company.    The  facilities,  which  have a combined 1,218 MW of power
generation, are located near Carlsbad and San Diego, Calif.  NRG and Dynegy will
each  own  a  50  percent  interest  in  the  joint  venture.

     In  June  1999,  NRG  completed  its acquisition of the Huntley and Dunkirk
generating  stations  from  Niagara Mohawk Power Corp. for $355 million. The two
coal-fired plants are located near Buffalo, New York, and have a combined summer
capacity  of  1,360  MW.    NRG  owns  a  100  percent  interest in the project.

In  June  1999,  NRG  completed  its  acquisition  of the Arthur Kill generating
station  and  the  Astoria  gas  turbine site for $505 million from Consolidated
Edison Company. These facilities, which are located in New York, have a combined
summer  capacity  rating  of  1,456  MW.  NRG owns a 100 percent interest in the
project.

In  July  1999,  NRG  reached agreement to purchase electric generating stations
with  a  combined capacity of 2,235 MW for $460 million from Connecticut Light &
Power  Company.  The facilities, located in Connecticut, include the Middletown,
Montiville,  Devon  and  Norwalk  Harbor  gas-  and  oil-fired  steam generating
stations  totaling  2,108 MW and 127 MW of remote gas turbines.  The acquisition
is  expected  to  close  in  the  fourth  quarter  of  1999,  pending regulatory
approvals.

1999  NRG  Acquisitions     Cost in Millions     MW     Ownership     Close
- -----------------------     ----------------     --     ---------     -----
Somerset                          $55            229      100%      April 1999
Encina                           $356          1,218       50%      May  1999
Huntley/Dunkirk                  $355          1,360      100%      June  1999
Arthur Kill/Astoria              $505          1,456      100%      June  1999
Oswego                            $91          1,700      100%      4th Quarter
Middletown/Devon/Norwalk         $460          2,235      100%      4th Quarter

<PAGE>

VIKING  GAS
- -----------
During  the  second  quarter  of  1999,  Viking  Gas  reached  a settlement with
TransCanada  Pipelines,  Ltd.  and  NICOR, Inc., Viking's former partners in the
Viking  Voyageur  pipeline project, which was cancelled in 1998.  The settlement
provides  for  Viking  Gas  to  receive  all  engineering  and other studies and
investigations  related  to  the  former  Voyageur  project in return for a cash
payment.    Since  the  studies  obtained through the settlement have continuing
value to Viking Gas for projects currently under construction and consideration,
the  payment  has  been  capitalized  as  a  plant  cost  as  of  June 30, 1999.

FINANCING  ACTIVITIES
- ---------------------
In  November  1998,  NSP  filed a $400 million universal debt shelf registration
with  the  SEC.  NSP currently has $50 million of registered, but unissued bonds
remaining  from  its  $300 million first mortgage bond shelf registration, which
was  filed in October 1995.  NSP expects to issue $250 million of unsecured debt
during  the  third  quarter  of  1999.

In  March  1999,  NRG  filed  a  shelf  registration with the SEC for up to $500
million in debt securities.  In May 1999, NRG issued $300 million of 7.5 percent
senior  notes  due in 2009 under this shelf registration.  The net proceeds were
used  for  general  corporate purposes, which included financing the development
and  construction  of  new  facilities,  working  capital,  debt  reduction  and
acquisitions.

3.  CONTINGENCIES

CONSERVATION  RECOVERY
- ----------------------
NSP  recorded  a  charge  to  second quarter 1999 earnings of $35 million, or 14
cents  per  share, due to disallowance of rate recovery for accrued conservation
program  incentives  based  on  a  June  24,  1999  MPUC  decision.

BACKGROUND  -  State law requires Minnesota utilities to fund and participate in
various  energy  conservation  programs and initiatives.  The MPUC allows NSP to
recover  costs  incurred  to  provide conservation programs, and has in the past
also  allowed  NSP  to  recover  a  portion  of  the  profit  margins  lost from
conservation  efforts  and  an  incentive  to  reward  successful  conservation
programs.

After  NSP's  last  electric  rate  case  in 1993, NSP incurred higher levels of
conservation program expenditures, and in 1994 requested MPUC approval of a rate
recovery  mechanism  to  avoid  a significant delay between the incurring of CIP
costs and their recovery in rates.  Since 1995, the MPUC has approved the use of
this  special  rate  recovery  mechanism to provide timely recovery (for NSP and
other  Minnesota public utilities) of CIP costs and also to provide conservation
program  incentives,  including:  reimbursement of a portion of electric margins
lost  due  to  energy  conservation,  reimbursement  of  certain load management
discounts  provided  to customers under CIP programs, and performance incentives
based  on  the  success  of  NSP's  conservation  programs.

MPUC procedures require an annual filing by each utility to consider approval of
conservation  items.  For  NSP, this annual filing has typically occurred in the
second quarter of the year, and the rate recovery levels have been adjusted each
July  1  and then continued until the following June 30.  The requested recovery
levels approved for NSP since 1995 have included recovery of  budgeted levels of
conservation  related  items  recoverable  in  the  current  year.

In  late  1998,  the  MPUC considered a proposal to discontinue recovery of lost
margins  and  load management discounts related to conservation programs for NSP
and  other  Minnesota  public utilities.  The MPUC declined to take such action,
but  put  Minnesota  utilities  on notice that there may be significant changes,
including  elimination  of lost margin and load management discount recovery for
programs  beginning January 2, 1999.  The MPUC established a roundtable to study
the  issue.

1999  DECISION  -  On  June  24, 1999, the MPUC held a hearing to consider NSP's
April 1999 conservation filing. The MPUC voted 3-2 to deny NSP the lost margins,
load  management  discounts  and  incentives  recoverable  in  1998  that  were
associated  with  state-mandated programs for electric energy conservation.  NSP
plans  to  request  reconsideration  of the MPUC decision, and if necessary seek
court  review.    The  MPUC's decision appears to contradict previous orders and
reduce  NSP's  1998  rates  retroactively.

Although  NSP  has not yet received the MPUC's order,  the MPUC decision did not
appear  to  affect  the  recovery  of  CIP expenditures.  Also, the MPUC did not
address  or  change  1999  conservation  incentive  recovery levels.  However, a
review  is  under  way.

1999 EARNINGS IMPACT - NSP plans to challenge the MPUC's decision.  However, due
to the uncertainty, NSP has established a regulatory reserve as of June 30, 1999
for  all income recorded for expected recovery of 1998 accruals of lost margins,
load  management discounts and performance incentives.  This reserve has reduced
NSP's  earnings  by  $35  million  (before  tax)  or  14  cents  per  share.

Based  on  MPUC  practice  and approvals since 1995, NSP has continued to accrue
income for 1999 conservation incentives, consistent with the levels requested in
its  filing  earlier  this  year.  Through June 30, 1999 NSP has recorded pretax
income,  primarily  in  other  electric  revenue,  of  approximately $11 million
(representing  4  cents per share) for 1999 conservation program incentives.  No
reserve has been established for possible non-recovery of these amounts, pending
MPUC  action  on  1999  conservation  programs  and  recovery  levels.






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