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): FEBRUARY 19, 2002

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                             RELIANT RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                    1-16455                    76-0655566
(State or other jurisdiction        (Commission                (IRS Employer
      of incorporation)             File Number)             Identification No.)


                    1111 LOUISIANA
                    HOUSTON, TEXAS                             77002
       (Address of principal executive offices)             (Zip Code)


       Registrant's telephone number, including area code: (713) 207-3000

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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         On February 19, 2002, a wholly owned subsidiary of Reliant Resources,
Inc. ("Reliant Resources") merged with and into Orion Power Holdings, Inc.
("Orion"), with Orion being the surviving company. Upon consummation of the
merger, Orion became a wholly owned subsidiary of Reliant Resources. The merger
was completed under the terms of the Agreement and Plan of Merger, dated as of
September 26, 2001, between Reliant Resources and Orion. In the merger, each
outstanding share of Orion common stock was converted into the right to receive
$26.80 in cash. The aggregate cash consideration paid in the merger was
approximately $2.9 billion and was funded primarily under a one-year $2.9
billion bank credit facility with a group of banks for which Bank of America
acted as agent.

         Orion is engaged in the acquisition, development and operation of
electric power generating facilities. As of February 28, 2002, Orion has 81
power plants in operation with a total capacity of 5,644 megawatts. Reliant
Resources intends to continue Orion's business and to integrate it with Reliant
Resources' operations.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(A)      FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

                  The provision of the financial statements for Orion required
         by this item within 15 days of the closing date of the merger is
         impracticable. The required financial statements will be filed by an
         amendment to this Current Report on Form 8-K as soon as practicable,
         but not later than 60 days after this report is required to be filed.

(B)      PRO FORMA FINANCIAL INFORMATION.

                  The provision of pro forma financial information for Reliant
         Resources required by this item within 15 days of the closing date of
         the merger is currently impracticable. Reliant Resources will file pro
         forma information in the amendment referred to in paragraph (A) of this
         item.

(C)      EXHIBITS.

         1.    Agreement and Plan of Merger, dated as of September 26, 2001, by
               and among Reliant Resources, Reliant Energy Power Generation
               Merger Sub, Inc. and Orion (Incorporated by reference to Exhibit
               2.1 to Reliant Resources' Current Report on Form 8-K dated
               September 27, 2001 (Commission File No. 1-16455) as filed with
               the SEC on September 29, 2001).



                                    SIGNATURE

         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.


                                        RELIANT RESOURCES, INC.




Date: March 5, 2002                     By: /s/ MARY P. RICCIARDELLO
                                           -------------------------------------
                                                Mary P. Ricciardello
                                                Senior Vice President and
                                                Chief Accounting Officer