~~Table~~UNITED ofSTATES ~~Contents~~SECURITIES 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 SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported): OFOctober 30, ~~1934~~ 2006

Date of Report (Date of earliest event reported): June 14, 2006


Commission		I.R.S. Employer
File Number	Registrants and State of Incorporation or Organization	Identification No.
0001261679	MSW Energy Holdings LLC	14-1873119
	Delaware
0001261680	MSW Energy Finance Co., Inc	20-0047886
	Delaware
0001276518	MSW Energy Holdings II LLC	13-3213489
	Delaware
0001276517	MSW Energy Finance Co. II, Inc	20-0400947
	Delaware

c/o Covanta Holding Corporation
40 Lane Road
Fairfield, New Jersey 07004
973-882-9000

~~MSW~~(Registrant’s ~~Energy~~Telephone ~~Holdings~~Number, ~~LLC MSW~~Including ~~Energy~~Area ~~Finance Co., Inc.~~ Code)

(~~Exact~~Former ~~name~~Name ofor ~~Registrant~~Former asAddress, ~~Specified~~if inChanged ~~Its~~Since ~~Charter~~Last Report)

~~Delaware~~ Check ~~Delaware~~the ~~(State~~appropriate orbox ~~other~~below ~~(State~~if orthe ~~Other~~Form ~~Jurisdiction~~8-K offiling ~~Incorporation)~~is ~~0001261679~~intended ~~0001261680~~to ~~Commission~~simultaneously ~~File~~satisfy the ~~Number~~filing ~~(Commission~~obligation ~~File~~of ~~Number)~~the ~~14-1873119~~registrant ~~20-0047886~~under ~~(I.R.S.~~any ~~Employer~~of ~~(IRS~~the ~~Employer~~following ~~Identification~~provisions No(see General Instruction A.2. below):

40 Lane Road Fairfield, New Jersey		07004
(Address of principal executive offices)		(Zip Code)

	o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

	o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)

	o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(973)~~Item ~~882-9000~~8.01. Other Events.

On October 30, 2006, MSW Energy Holdings LLC (~~Registrant’s~~“MSW ~~Telephone~~I”), ~~Number~~MSW Energy Finance Co., ~~Including~~Inc. ~~Area~~(“MSW Energy ~~Code~~Finance I”), MSW Energy Holdings II LLC (“MSW II”) and MSW Energy Finance Co. II, Inc. (“MSW Energy Finance II”) filed with the Securities and Exchange Commission their Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (the “Form 10-Q”). This 8-K contains supplemental financial information concerning MSW I, MSW Energy Finance I, MSW II and MSW Energy Finance II not included in the Form 10-Q, including certain non-GAAP financial information identified herein.

~~(Former~~ The ~~Name~~information in this Form 8-K is furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated ~~Former~~by ~~Address~~reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, ifexcept ~~Changed~~as ~~Since~~shall ~~Last~~be ~~Report)~~expressly set forth by specific reference in such filing.

~~Check~~MSW ~~the~~I, ~~appropriate~~a ~~box~~Delaware ~~below~~limited ifliability company, was formed in March 2003 for the ~~Form~~purpose of acquiring and holding a 50% interest in Covanta Ref-Fuel Holdings LLC (“Covanta Ref-Fuel”) from Duke Energy Corporation. On June 30, 2003, MSW I acquired MSW Energy Hudson LLC (“MSW Hudson”), which held a 49.8% membership in Covanta Ref-KFuel ~~filing~~and ison ~~intended~~September 30, to2005, ~~simultaneously~~MSW ~~satisfy~~I acquired MSW ~~the~~Energy ~~filing~~Erie ~~obligation~~LLC, offormerly ~~the~~known ~~registrant~~as ~~under~~Duke ~~any~~Energy ofErie ~~the~~LLC, ~~following~~a ~~provisions~~wholly-owned ~~(see~~subsidiary ~~General~~of Duke Energy ~~Instruction~~Corporation Awhich held the remaining 0.2% membership interest in Covanta Ref-Fuel. ~~below~~In order to partially fund this acquisition, MSW I issued $200 million aggregate principal amount of 8.5% Senior Notes due September 1, 2010 (“MSW I Senior Notes”):.

¨MSW ~~Written~~II, ~~communications~~a ~~pursuant~~Delaware tolimited ~~Rule~~liability company was formed in August ~~425~~2003 ~~under~~for the ~~Securities~~purpose ~~Act~~of issuing $225 million aggregate principal amount of 7.375% Senior Notes due September 1, 2010 (17“MSW II ~~CFR~~Senior ~~230~~Notes”), the proceeds of which, along with capital contributions, were used to fund the merger of MSW Merger LLC, MSW II’s then indirect parent, with and into an indirect, wholly-owned subsidiary of Covanta ARC Holdings, Inc.~~425~~ (“Covanta ARC Holdings’’) (the “Merger’’). After the Merger, Covanta Ref-Fuel II Corp. (“Covanta Ref-Fuel II’’), a Delaware corporation, and an indirect subsidiary of Covanta ARC Holdings, became a subsidiary of MSW II. The Merger was completed on December 12, 2003, and after the completion of the Merger, MSW II held a direct 49.9% capital interest in Covanta Ref-Fuel and wholly-owned Covanta Ref-Fuel II, which owned a 0.1% capital interest in Covanta Ref-Fuel. Both interests were contributed to MSW II by Covanta ARC Holdings.

¨The ~~Soliciting~~indentures ~~material~~under ~~pursuant~~which the MSW I Senior Notes and the MSW II Senior Notes were issued requires, among other things, but subject to ~~Rule 14a~~certain exceptions, that any restricted payments are not permitted unless certain ratio covenants have been met based on the last twelve months proportionate ownership of Covanta Ref-12Fuel by MSW I and MSW II, as applicable. The proportionate adjusted data is presented, including proportionate interest expense and proportionate adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) because these measures are used in the calculation of covenant compliance under the ~~Exchange~~indentures ~~Act~~governing ~~(17~~the ~~CFR~~MSW ~~240~~I Senior Notes and MSW II Senior Notes.~~14a-12(b))~~

¨These ~~Pre-commencement~~measures ~~communications~~which ~~pursuant~~are toincluded ~~Rule 14d-2~~in the following tables are unaudited measures which are not prepared in accordance with United States generally accepted accounting principles (b“US GAAP”). They are not intended to supplant the information provided in accordance with US GAAP. Furthermore, these measures may not be comparable to those used by other companies. Accordingly, a reconciliation of Adjusted EBITDA to the most directly comparable US GAAP measure, cash flows from operating activities is included. In addition, the ratio of proportionate interest expense to Adjusted EBITDA is an interest coverage ratio under the ~~Exchange~~indentures ~~Act~~with ~~(17~~respect to which MSW I or ~~CFR~~MSW ~~240~~II are not aware of a directly comparable US GAAP measure.~~14d~~ Accordingly, readers are directed to the computation of proportionate interest and the reconciliation of Adjusted EBITDA to cash flow from operating activities presented below for a reconciliation of such ratio to its US GAAP components. The following tables should be read in conjunction with the MSW I and MSW II historical financial statements and related notes contained in the Form 10-2)Q. The information is being presented for informational purposes only, as it represents the covenant calculation under the respective MSW I Senior Notes and MSW II Senior Notes.

~~¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17~~2 ~~CFR 240.13e-4(c))~~

~~TABLE~~ Additionally, OFas ~~CONTENTS~~required under the indentures, the activity of Covanta Ref-Fuel is separate from each of the respective MSW I and MSW II incremental activity in the following calculations (unaudited, in thousands of dollars):

~~Item~~MSW ~~1.02. Termination of a Material Definitive Agreement. SIGNATURES~~I


	For the Twelve
	Months Ended
	September 30, 2006
Proportionate Adjusted EBITDA (1)	$	137,093
Proportionate interest expense (2)		38,236

Ratio of proportionate Adjusted EBITDA to proportionate interest expense (3)		3.6	x

~~Item 1.02.~~MSW ~~Termination of a Material Definitive Agreement.~~II

In connection with the June 2003 agreement by MSW Energy Holdings LLC (the “Company”) to purchase Duke Energy Corporation’s (“Duke Energy”) 50% membership interest in Covanta Ref-Fuel Holdings LLC, formerly Ref-Fuel Holdings LLC (“Covanta Ref-Fuel”), the Company entered into an agreement (the “Duke Agreement”) dated as of June 30, 2003 with Duke Capital Corporation (“Duke Capital”), an affiliate of Duke Energy, and a related escrow agreement dated as of June 30, 2003 by and among the Company, Duke Capital and Wachovia Bank, National Association (the “Escrow Agreement”). The Duke Agreement and the Escrow Agreement were terminated as of June 14, 2006, as further described below.


	For the Twelve
	Months Ended
	September 30, 2006
Proportionate Adjusted EBITDA (1)	$	137,093
Proportionate interest expense (2)		39,397

Ratio of proportionate Adjusted EBITDA to proportionate interest expense (3)		3.5	x

~~Under~~(1) ~~the~~Proportionate ~~Duke~~Adjusted ~~Agreement,~~EBITDA ~~the~~is ~~Company~~defined ~~had~~under ~~agreed~~each toof ~~pay~~the ~~Duke~~MSW ~~Capital~~I ~~certain~~and ~~future~~MSW ~~amounts~~II ~~in exchange~~indentures ~~for~~as ~~Duke~~the ~~Capital’s~~respective ~~agreement~~ownership topercentage ~~remain~~of ~~obligated~~Covanta ~~under~~Ref-Fuel anby ~~existing~~MSW ~~support~~I ~~agreement~~or ~~(the “Support~~MSW ~~Agreement”)~~II, ~~related~~as toapplicable, multiplied by Covanta Ref-Fuel’s Adjusted EBITDA. ~~The~~Adjusted ~~payments~~EBITDA ~~under~~for ~~the~~Covanta ~~Duke~~Ref-Fuel ~~Agreement~~(as ~~escalated over~~calculated ~~time.~~below) ~~Under~~is ~~the~~not ~~Escrow~~a ~~Agreement,~~measurement ~~the~~of ~~Company~~financial ~~had~~performance ~~agreed~~under US GAAP and should not be considered as an alternative to ~~deposit~~cash ~~certain~~flow ~~additional amounts~~from ~~into~~operating activities or as a ~~restricted~~measure ~~account~~of ~~(the~~liquidity ~~“Escrow”)~~or an alternative to net income as indicators of operating performance or any other measures of performance derived in accordance with US GAAP. Proportionate Adjusted EBITDA for the ~~benefit~~twelve ofmonths ~~Duke~~ended ~~Capital~~September 30, 2006 is calculated by adding the ~~terms~~three ~~of which~~months ~~were~~ended ~~controlled~~December by30, 2005 to the ~~Escrow~~nine ~~Agreement~~months ended September 30, 2006. (unaudited, dollars in thousands):

On May 25, 2006, Duke Capital was released from its obligations under the Support Agreement prior to the Support Agreement’s contracted termination date. As of June 14, 2006, (i) the Company and Duke Capital agreed on the pro-rata refund to the Company for prior payments under the Duke Agreement, (ii) the pro-rata refund and the remaining funds in the Escrow were disbursed to the Company and (iii) both the Duke Agreement and the Escrow Agreement were terminated.


	For the Three			For the Nine			For the Twelve
	Months Ended			Months Ended			Months Ended
	December 31, 2005			September 30, 2006			September 30, 2006
Covanta Ref-Fuel:
Net income	$	27,814		$	78,356		$	106,170
Income tax expense		317			378			695
Interest income		(602	)		(1,356	)		(1,958	)
Interest expense on intermediate debt		2,850			9,768			12,618

Operating income		30,379			87,146			117,525
Net interest expense on project debt		6,924			20,018			26,942
Depreciation and amortization expense		30,170			91,161			121,331
Loss on asset retirements		113			907			1,020

EBITDA		67,586			199,232			266,818
Revenue contract levelization		1,061			3,312			4,373
Amortization of lease liability		749			2,245			2,994

Adjusted EBITDA	$	69,396		$	204,789		$	274,185

MSW I and MSW II respective ownership percentage								50.0	%

Proportionate Adjusted EBITDA							$	137,093

~~The~~(2) ~~Company’s~~Proportionate ~~liability~~interest ~~related~~expense tois ~~the~~defined ~~payment stream~~ under the ~~Duke~~indentures ~~Agreement~~as ~~was included in~~ the ~~Company’s~~percentage ~~balance~~ownership ~~sheet and represented the present value~~ of the ~~obligation~~interest ~~under~~expense ~~the~~for ~~Duke Agreement~~Covanta ~~based~~Ref-Fuel onplus ~~the~~100% Support Agreement’s contracted termination date. Since the Support Agreement and the Company’s related obligations under the Duke Agreement were terminated early, the Company’s liability related to the Duke Agreement, approximately $28.6 million at March 31, 2006, will be adjusted to recognize a reduction of aneach ~~obligation~~respective ofincremental ~~the~~MSW ~~Company~~I and ~~the~~MSW ~~termination~~II ~~of the~~interest ~~excess liability (relating to the recorded future obligation) will be treated as a reduction to the assigned net assets~~expense.

The descriptions of the Duke Agreement and the Escrow Agreement contained herein are qualified in their entirety by reference to the full texts of each agreement filed with the Securities and Exchange Commission on September 23, 2003 as Exhibits 10.2 and 10.3~~, respectively, to the Company’s~~ ~~Registration Statement on Form S-4 (No. 333-109049), which are incorporated by reference herein.~~

~~Table~~MSW ~~of Contents~~I

~~SIGNATURES~~ The following table reconciles MSW I proportionate interest expense (unaudited, dollars in thousands):

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.


	For the Twelve
	Months Ended
	September 30, 2006
Covanta Ref-Fuel interest expense	$	44,405
MSW I ownership percentage		50.0	%

Covanta Ref-Fuel proportionate interest expense	$	22,203
MSW I incremental interest expense		16,033

MSW I proportionate interest expense	$	38,236

~~Date:~~MSW ~~June 19, 2006~~II

The following table reconciles MSW ~~ENERGY~~II ~~HOLDINGS~~proportionate ~~LLC~~ interest expense (~~Registrant~~unaudited, dollars in thousands):

By: /s/ Timothy J. Simpson Name: Timothy J. Simpson Title: Senior Vice President, General Counsel and Secretary


	For the Twelve
	Months Ended
	September 30, 2006
Covanta Ref-Fuel interest expense	$	44,405
MSW II ownership percentage		50.0	%

Covanta Ref-Fuel proportionate interest expense	$	22,203
MSW II incremental interest expense		17,194

MSW II proportionate interest expense	$	39,397

~~MSW~~(3) ~~ENERGY~~Proportionate ~~FINANCE~~Adjusted ~~CO.,~~EBITDA ~~INC~~to proportionate interest expense is defined under the indentures as the quotient of proportionate Adjusted EBITDA divided by proportionate interest expense. ~~(Registrant)~~

~~By:~~ A /reconciliation of Covanta Ref-Fuel’s/ ~~Timothy~~Adjusted J.EBITDA ~~Simpson~~to ~~Name:~~cash ~~Timothy~~flow Jfrom operating activities is provided below, as cash flow from operating activities represent the most comparable US GAAP measure of liquidity. ~~Simpson~~Cash ~~Title:~~provided ~~Senior~~by ~~Vice~~operating ~~President~~activities for the twelve months ended September 30, ~~General~~2006 ~~Counsel~~is ~~and~~calculated ~~Secretary~~by adding the three months ended December 31, 2005 to the nine months ended September 30, 2006 (unaudited, dollars in thousands):


	For the Three			For the Nine			For the Twelve
	Months Ended			Months Ended			Months Ended
	December 31, 2005			September 30, 2006			September 30, 2006
Adjusted EBITDA	$	69,396		$	204,789		$	274,185
Amortization of debt premium and deferred financing costs		(4,973	)		(8,082	)		(13,055	)
Deferred income taxes		2,129			—			2,129
Interest expense		(9,774	)		(29,786	)		(39,560	)
Interest income		602			1,356			1,958
Amortization of deferred revenue		(57	)		—			(57	)
Changes in assets and liabilities:
Accounts receivable, net		2,807			659			3,466
Prepaid expenses and other current assets		11,449			(1,843	)		9,606
Other long-term assets		(10,111	)		31			(10,080	)
Accounts payable and other current liabilities		18,262			(5,648	)		12,614
Accrued interest payable		(15,237	)		(2,942	)		(18,179	)
Other long-term liabilities		7,845			(3,023	)		4,822

Cash provided by operating activities	$	72,338		$	155,511		$	227,849

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: October 30, 2006


MSW ENERGY HOLDINGS LLC
(Registrant)

By:		/s/ Anthony J. Orlando
Name:		Anthony J. Orlando
Title:		President

MSW ENERGY FINANCE CO., INC.
(Registrant)

By:		/s/ Anthony J. Orlando

Name:		Anthony J. Orlando
Title:		President

MSW ENERGY HOLDINGS II LLC
(Registrant)

By:		/s/ Anthony J. Orlando

Name:		Anthony J. Orlando
Title:		President

MSW ENERGY FINANCE CO. II, INC.
(Registrant)

By:		/s/ Anthony J. Orlando

Name:		Anthony J. Orlando
Title:		President

Table of Contents

Filing Compare · MSW ENERGY HOLDINGS LLC