~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CURRENT~~Date ~~REPORT~~of ~~PURSUANT TO~~Report ~~SECTION 13 OR 15~~(D)Date OFof ~~THE~~earliest ~~SECURITIES~~event ~~EXCHANGE~~reported): ~~ACT~~July 18, ~~OF 1934~~2005

~~Date~~MSW ofEnergy ~~Report~~Holdings ~~(Date~~LLC MSW ofEnergy ~~earliest~~Finance ~~event reported): June 24~~Co., ~~2005~~Inc.

~~MSW~~(Exact ~~Energy~~name ~~Holdings~~of ~~LLC MSW~~Registrant ~~Energy~~as ~~Finance~~Specified ~~Co.,~~in ~~Inc.~~ Its Charter)

(Exact name of Registrant as Specified in Its Charter)


Delaware	0001261679	14-1873119
Delaware	0001261680	20-0047886
(State or other	Commission File Number	(I.R.S. Employer
jurisdiction of		Identification No.)
incorporation or
organization)

Delaware Delaware (State or other jurisdiction of incorporation or organization) 0001261679 0001261680 Commission File Number 14-1873119 20-0047886 (I.R.S. Employer Identification No.)


	c/o Danielson Holding Corporation 40 Lane Road
	Fairfield, New Jersey		07004
	(Address of principal executive offices)		(Zip Code)

~~c/o Danielson Holding~~(973) 882-9000 ~~Corporation 40~~Registrant’s ~~Lane~~telephone ~~Road Fairfield~~number, ~~New~~including ~~Jersey 07004 (Address~~area ~~of principal executive offices) (Zip Code)~~code:

~~(973) 882~~Check the appropriate box below if the Form 8-~~9000~~K filing is intended to simultaneously satisfy the ~~Registrant’s~~filing ~~telephone~~obligation ~~number,~~of ~~including~~the ~~area~~registrant ~~code~~under any of the following provisions (see General Instruction A.2. below):

~~Check~~¨ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule 425 ~~satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~230.~~2. below~~425):

¨ ~~Written~~Soliciting ~~communications~~material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12(b))

¨ ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

¨ Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

¨Item ~~Pre-commencement communications pursuant to Rule 13e-~~4~~(c)~~.01. ~~under~~Change ~~the~~in ~~Exchange~~Registrant’s ~~Act~~Certifying ~~(17 CFR 240~~Accountant.~~13e-4(c))~~

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(a)		On July 18, 2005, MSW Energy Holdings LLC (“MSW”) and MSW Energy Finance Co., Inc. (“MSW Finance”) dismissed PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm, for each of MSW and MSW Finance effective immediately. The audit committee of Danielson Holding Corporation, which serves as the audit committee for each of MSW and MSW Energy Finance Co., Inc., approved the dismissal of PwC.

		The reports of PwC on the financial statements of MSW and MSW Finance as of and for the year ended December 31, 2004 and as of December 31, 2003 and the period from June 30, 2003 (inception) through December 31, 2003 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

		During the year ended December 31, 2004 and the period from June 30, 2003 (inception) through December 31, 2003, and through July 18, 2005, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused PwC to make reference thereto in PwC’s reports on the financial statements of MSW and MSW Finance for such periods.

		During the year ended December 31, 2004 and the period from June 30, 2003 (inception) through December 31, 2003, and through July 18, 2005, there were no reportable events related to either of MSW or MSW Finance (as defined in Item 304(a)(1)(v)) of Regulation S-K).

		MSW and MSW Finance each have requested that PwC furnish MSW and MSW Finance with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not PwC agrees with the above statements. Upon receipt of the letter, MSW and MSW Finance will amend this report to file the letter as an exhibit.

(b)		MSW and MSW Finance engaged Ernst & Young LLP as their new independent registered public accounting firm as of July 18, 2005. During the year ended December 31, 2004 and the period from June 30, 2003 (inception) through December 31, 2003, and through July 18, 2005, MSW Energy and MSW Finance have not consulted with Ernst & Young LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on their financial statements, and neither a written report was provided to MSW and MSW Finance or oral advice was provided that Ernst & Young LLP concluded was an important factor considered by MSW and MSW Finance in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was neither the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

~~Item 5.01. Changes in Control of Registrant. Item 8.01 Other Events~~ SIGNATURES

~~Table~~Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~Item~~Date: ~~5.01.~~July 22, ~~Changes in Control of Registrant.~~2005

Effective June 24, 2005, Danielson Holding Corporation, a Delaware corporation (“Danielson”), through its wholly-owned subsidiary, Covanta Energy Corporation, a Delaware corporation (“Covanta”), acquired all of the issued and outstanding shares of capital stock of American Ref-Fuel Holdings Corp. (“American Ref-Fuel”), a Delaware corporation, (the “Acquisition”) from DLJ Merchant Banking Partners and its affiliated co-investors, each managed by Credit Suisse First Boston’s Alternative Capital Divisions and AIG Highstar Capital II, L.P. and certain affiliates (collectively, the “Selling Stockholders”). American Ref-Fuel is the managing member of and owner of 100% of the membership interests in MSW ~~Energy~~ENERGY ~~Holdings~~HOLDINGS LLC (~~“MSW Holdings”~~Registrant). ~~American~~/s/ ~~Ref-Fuel is~~Anthony ~~also the indirect parent company of MSW Energy Finance Co~~J., ~~Inc.~~Orlando ~~(“MSW~~By: ~~Finance”).~~Anthony The Acquisition was made pursuant to the terms of a Stock Purchase Agreement, dated as of January 31, 2005 among Danielson, American Ref-Fuel and the Selling Stockholders (the “Purchase Agreement”)J. As aOrlando ~~result~~Title: ofPresident ~~the Acquisition, Danielson, through Covanta, as Danielson’s permitted designee~~ and ~~assignee~~ ~~under~~Chief ~~the~~Executive ~~Purchase Agreement, now owns 100% of the voting securities of American Ref-Fuel.~~ Officer

~~Danielson,~~MSW ~~through~~ENERGY ~~Covanta,~~FINANCE ~~paid $740 million in cash for the shares of American Ref-Fuel and the consolidated net debt of American Ref-Fuel~~CO., ~~which as of March 31, 2005 was $1~~INC.~~2 billion~~ ~~and~~(Registrant) was assumed as part of the Acquisition. Danielson and Covanta raised the necessary financing to complete the acquisition with a combination of debt and equity financing. The equity component of the financing consisted of an approximately $400 million rights offering of common stock to Danielson’/s/ ~~stockholders,~~Anthony ~~which was completed on June 24, 2005~~J. ~~Covanta~~Orlando ~~also~~By: ~~completed~~Anthony ~~its debt financing on June 24, 2005 through a syndicate of lenders led by Goldman Sachs Credit Partners L~~J.~~P. and~~ ~~Credit~~Orlando ~~Suisse~~Title: ~~First~~President ~~Boston. The proceeds of the debt financing were used to pay for the balance of the purchase price for the American Ref-Fuel stock~~ and toChief ~~refinance~~Executive ~~outstanding recourse debt of Covanta and its international holding company, Covanta Power International Holdings, Inc.~~ Officer

To the knowledge of MSW Holdings and MSW Finance (together, the “Issuers”), except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Issuers, the operation of which may at a subsequent date result in a further change in control of the Issuers.

Item 8.01 Other Events.

The Issuers have outstanding $200.0 million aggregate principal amount of 8-1/2% Senior Secured Notes due September 1, 2010 (the “Notes”) under an Indenture, dated as of June 25, 2003 (the “Indenture”), by and among the Issuers, the guarantors named therein and Wells Fargo Bank, National Association, as trustee.

As a result of the change in control of the Issuers discussed above in Item 5.01, a Change of Control (as defined in the Indenture) occurred under the Indenture and the Notes. Section 4.15 of the Indenture provides that, upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each registered holder of Notes (“Holder”) to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued

and unpaid interest on the Notes repurchased, if any, to (but not including) the payment date (the “Purchase Price”).

Accordingly, on June 24, 2005, pursuant to Section 4.15 of the Indenture and applicable law, the Issuers made a Change of Control Offer, pursuant to which the Issuers offered to repurchase, for cash, all or any part of each Holder’s Notes at the Purchase Price, subject to the terms and conditions set forth in a Change of Control Notice and Offer to Purchase, dated June 24, 2005, and the accompanying Letter of Transmittal (the “Offer Documents”). The Change of Control Offer expires at midnight on July 22, 2005, unless extended pursuant to the terms of the Offer Documents (the “Expiration Date”). There are no conditions to the Change of Control Offer.

Holders desiring to tender their Notes must follow the procedures set forth in the Offer Documents. Upon the terms and conditions of the Change of Control Offer and applicable law, on the second business day following the Expiration Date, the Issuers will purchase all Notes validly tendered and not withdrawn pursuant to the Change of Control Offer. Notes tendered pursuant to the Change of Control Offer may be withdrawn at any time prior to the Expiration Date by following the procedures set forth in the Offer Documents. The Purchase Price will not be paid in respect of Notes so withdrawn.

The Change of Control Offer is being made only pursuant to, and in accordance with, the terms and conditions of the Offer Documents. Nothing contained herein shall be deemed to constitute an offer to repurchase the Notes.

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 thereunto duly authorized.

Date: June 30, 2005	MSW ENERGY HOLDINGS LLC (Registrant)
	/s/ Timothy J. Simpson
	By:	Timothy J. Simpson
	Title:	Senior Vice President, General
		Counsel and Secretary
	MSW Energy Finance Co., Inc. (Registrant)
	/s/ Timothy J. Simpson
	By:	Timothy J. Simpson
	Title:	Senior Vice President, General
		Counsel and Secretary

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