UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

~~Securities~~Date ~~Exchange~~of Report ~~Act~~(Date of ~~1934~~earliest event reported): June 15, 2006

Date of Report (Date of earliest event reported): June 6, 2006

MISSION ENERGY HOLDING COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE	333-68632	95-4867576
(State or other jurisdiction of	(Commission file	(I.R.S. employer
incorporation)	number)	identification no.)

2600 Michelson Drive, Suite 1700 Irvine, California 92612

Irvine, California 92612

(Address of principal executive offices, including zip code)

949-852-3576

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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)

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

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

This current report includes forward-looking statements. Mission Energy Holding Company has based these forward-looking statements on its current expectations and projections about future events based upon knowledge of facts as of the date of this current report and its assumptions about future events. These forward-looking statements are subject to various risks and uncertainties that may be outside Mission Energy Holding Company’s control. Mission Energy Holding Company has no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This current report should be read with Mission Energy Holding Company’s Annual Report on Form 10-K for the year ended December 31, 2005 and Quarterly Report on Form 10-Q for the first quarter of 2006.

Section 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On June 6 15, 2006, Mission Energy Holding Company’s subsidiary, Edison Mission Energy (“EME”), ~~completed~~entered ~~the~~into ~~private~~a ~~offering~~new ofcredit ~~$500,000,000~~agreement ~~aggregate principal~~with ~~amount~~a syndicate of ~~its 7.50% Senior Notes due 2013 (the “2013 Senior Notes”)~~lenders and ~~$500,000,000~~Citicorp ~~aggregate~~North ~~principal amount of its 7~~America, Inc.~~75% Senior Notes due 2016 (the “2016 Senior Notes”~~, ~~and~~as ~~collectively~~administrative ~~with~~agent ~~the~~for ~~2013 Senior Notes,~~ the ~~“Senior~~lenders. ~~Notes”)~~The ~~pursuant~~new tocredit ~~the~~agreement ~~terms~~replaces ofEME’s a$98 million ~~purchase~~credit agreement, dated ~~as of May 19,~~ ~~2006~~April 27, ~~between EME and several initial purchasers listed on Schedule A thereto (the “Purchasers”)~~2004.

The ~~Senior~~new ~~Notes~~credit ~~are~~agreement ~~governed~~provides byfor ~~the~~a ~~terms~~$500 million ofsenior ~~the~~secured ~~Indenture,~~revolving loan ~~dated~~and asletter of ~~June~~credit 6facility which matures on June 15, 2012. Loans ~~2006,~~made ~~between~~under ~~EME~~this ~~and~~credit ~~Wells~~facility ~~Fargo~~bear ~~Bank~~interest, ~~National~~at ~~Association~~EME’s election, asat ~~trustee,~~either asthe ~~supplemented~~LIBO byrate ~~the~~(which ~~First~~is ~~Supplemental~~based ~~Indenture,~~on ~~dated~~the asinterbank ofEurodollar ~~June~~market) 6,or ~~2006,~~the base rate ~~setting~~(which ~~forth~~is calculated as the ~~terms~~higher of ~~the~~Citibank’s ~~2013~~publicly ~~Senior~~announced ~~Notes~~base (rate and the ~~“First~~federal ~~Supplemental Indenture”)~~funds ~~and~~rate byin ~~the~~effect ~~Second~~from ~~Supplemental~~time ~~Indenture,~~to ~~dated~~time asplus of0.50%) ~~June 6~~plus, ~~2006~~in both bases, an applicable margin. The applicable margin depends on EME’s debt ~~setting~~ratings. ~~forth~~As of the ~~terms~~date of the ~~2016~~new ~~Senior~~credit ~~Notes~~agreement, (the ~~“Second~~applicable ~~Supplemental~~margin for ~~Indenture,”~~base ~~and~~rate ~~together~~loans ~~with~~was ~~the~~0.75% ~~First~~per ~~Supplemental~~annum ~~Indenture,~~and the ~~“Supplemental~~applicable margin for LIBO rate ~~Indentures”)~~loans was 1.75% per annum.

~~EME~~As ~~will~~security ~~pay~~for ~~interest~~its onobligations ~~the~~under ~~Senior~~this ~~Notes~~credit onfacility, ~~June~~EME 15pledged ~~and~~its ownership ~~December~~interests 15in ofthe ~~each~~holding ~~year, beginning~~companies onthrough ~~December~~which ~~15,~~it ~~2006.~~owns ~~The~~its interests ~~Senior~~in ~~Notes~~the ~~are~~Illinois ~~redeemable~~Plants, bythe ~~EME~~Homer atCity ~~any time~~facilities, atthe aWestside projects ~~price~~and ~~equal~~the toSunrise ~~100%~~project. ofEME ~~the~~also ~~principal~~granted ~~amount~~a ~~of,~~security ~~plus~~interest ~~accrued~~in ~~and~~an ~~unpaid~~account ~~interest~~into ~~and~~which ~~liquidated~~all ~~damages,~~distributions ifreceived ~~any,~~by ~~on,~~it from the ~~Senior~~Big ~~Notes~~4 ~~plus~~projects ~~a “make-whole”~~will ~~premium~~be deposited. ~~The~~EME ~~2013~~will ~~Senior~~be ~~Notes~~free ~~mature~~to onuse ~~June~~these ~~15,~~proceeds ~~2013~~unless and ~~the~~until ~~2016~~an ~~Senior~~event ~~Notes~~of ~~mature~~default onoccurs ~~June~~under ~~15,~~the ~~2016~~credit facility.

The ~~Senior~~credit ~~Notes~~facility ~~are~~contains ~~EME’s~~mandatory ~~senior~~prepayment ~~unsecured~~provisions ~~obligations~~triggered ~~and~~by ~~rank~~specified dispositions ~~equal~~of inassets ~~right~~and ~~of payment~~financial tocovenants ~~all~~which ofrequire EME’s ~~existing~~to ~~and~~maintain ~~future~~a minimum ~~senior~~interest ~~unsecured~~coverage ~~indebtedness,~~ratio and ~~will~~ bea ~~senior~~maximum corporate debt to ~~all~~corporate capital ofratio. ~~EME’s~~The ~~future~~credit ~~subordinated~~facility ~~indebtedness.~~also ~~EME’s~~contains ~~secured~~customary affirmative and ~~debt~~negative covenants and ~~its~~events ~~other~~of ~~secured~~default ~~obligations~~which ~~are~~limit ~~effectively~~EME’s ~~senior~~ability, toand, ~~the~~in ~~Senior~~some ~~Notes~~cases, to the ~~extent~~ability of ~~the~~specified ~~value~~subsidiaries, ofto: ~~the~~incur ~~assets~~indebtedness ~~securing~~and ~~such~~liens; make ~~debt~~investments, orloans ~~other obligations.~~and ~~None~~advances; ofengage ~~EME’s~~in ~~subsidiaries~~mergers, ~~have~~acquisitions, consolidations ~~guaranteed~~and ~~the~~asset ~~Senior~~sales; ~~Notes~~pay dividends and, make other restricted aspayments; aenter ~~result,~~into ~~all~~transactions ~~the~~with ~~existing~~affiliates; ~~and~~enter ~~future~~into ~~liabilities~~agreements restricting the ability of ~~EME’s~~specified subsidiaries ~~are~~to pay dividends and other ~~effectively~~restricted ~~senior~~payments to ~~the~~EME; ~~Senior~~and ~~Notes~~other customary covenants.

~~The~~Copies ~~Indenture,~~of asthe ~~supplemented~~Credit byAgreement ~~each~~and ~~Supplemental~~related ~~Indenture,~~Security ~~contains~~Agreement ~~affirmative and~~are ~~negative~~incorporated ~~covenants~~herein by ~~and~~reference ~~events~~to ~~of default~~Exhibits 10.1 ~~Upon~~and ~~the~~10.2, ~~occurrence~~respectively, ofto anEME’s ~~event~~Current ofReport ~~default,~~on ~~the~~Form 8-K ~~trustee~~dated ~~under~~June 15, ~~the~~2006. ~~Indenture~~The ordescription ~~the holders~~ of ~~not~~the material ~~less~~terms ~~than 25%~~ of ~~the~~such ~~then-outstanding~~agreements ~~aggregate~~is ~~principal~~qualified ~~amount~~in ofits ~~the~~entirety ~~Senior~~by ~~Notes~~reference ~~may~~to ~~declare~~such ~~all outstanding Senior Notes to be due and payable immediately~~exhibits.

~~The Senior~~Section 2 ~~Notes~~— ~~are~~Financial being offered by the Purchasers to qualified institutional buyers only in accordance with Rule 144A under the Securities Act of 1933, and outside the United States in accordance with Regulation S under the Securities Act. The Senior Notes have not been registered under the Securities Act or the laws of any other jurisdiction. Unless they are so registered, the Notes may be offered and sold only in transactions that are exempt from registration under the Securities Act and the applicable securities laws of other jurisdictions. In connection with the issuance of the Senior Notes, EME and the Purchasers entered into a registration rights agreement, dated as of June 6, 2006 (the “Registration Rights Agreement”), pursuant to which EME has agreed to offer to exchange the Senior Notes for new issues of substantially identical notes registered under the Securities Act. In the event that EME breaches its obligations under the Registration Rights Agreement, EME will be obligated to pay additional interest to the holders of the Senior Notes.Information

~~Copies of~~Item ~~the~~2.03 ~~Indenture~~Creation ~~and~~of ~~each~~a ~~Supplemental~~Direct ~~Indenture~~Financial ~~are~~Obligation ~~incorporated~~or ~~herein~~an ~~by reference~~Obligation tounder ~~Exhibits~~an ~~4.1, 4.1.1, and 4.1.2, respectively, to EME’s Current Report on Form 8~~Off-KBalance ~~dated~~Sheet ~~June~~Arrangement 6,of ~~2006.~~a Registrant

~~EME has~~The ~~used~~information ~~the~~set ~~net~~forth ~~proceeds of the offering of the Senior Notes, together with cash on hand, to purchase $368.9 million~~ in ~~aggregate~~Item ~~principal amount of its 10% Senior Notes due August 15, 2008 (the “2008 Notes”) and $595~~1.601 ~~million~~is ~~in aggregate~~incorporated ~~principal~~herein ~~amount of its 9.875% Senior Notes due April 15, 2011~~by (the “2011 Notes,” and together with the 2008 Notes, the “Existing Senior Notes”), that were validly tendered pursuant to EME’s previously announced cash tender offer and consent solicitation for such Existing Senior Notes prior to 5:00 preference.m., New York City time, on June 5, 2006, the expiration date of the tender offer and consent solicitation. The net proceeds of the offering of the Senior Notes, together with cash on hand, were also used to pay related tender premiums. The total tender premiums paid on all Existing Senior Notes validly tendered were approximately $106.8 million, and the total consent fees paid on all Existing Senior Notes validly tendered at or prior to 5:00 p.m., New York City time, on May 17, 2006, were approximately $28.8 million. The total accrued and unpaid interest paid on validly tendered Existing Senior Notes was approximately $19.7 million.

~~As previously reported, on May 17, 2006, EME, in connection with its tender offer and consent solicitation for the Existing Senior Notes, entered into a First Supplemental Indenture, dated as of May~~Section ~~17,~~9 ~~2006,~~— ~~between~~Financial ~~EME~~Statements and The Bank of New York, as trustee (the “2008 Notes Supplemental Indenture”), supplementing the Indenture, dated as of August 10, 2001 (the “2008 Notes Indenture”), pursuant to which the 2008 Notes were issued and a First Supplemental Indenture, dated as of May 17, 2006, between EME and The Bank of New York, as trustee (the “2011 Notes Supplemental Indenture”), supplementing the Indenture, dated as of April 5, 2001 (the “2011 Notes Indenture”), pursuant to which the 2011 Notes were issued.Exhibits

The 2008 Notes Supplemental Indenture effects amendments to the 2008 Notes Indenture, and the 2011 Notes Supplemental Indenture effects amendments to the 2011 Notes Indenture, in each case in connection with the tender offer and consent solicitation, which eliminate substantially all the restrictive covenants, eliminate or modify certain events of default and eliminate or modify related provisions previously contained in the 2008 Notes Indenture and the 2011 Notes Indenture. These amendments became operative on June 6, 2006.

A copy of the press release issued by EME’s indirect parent, Edison Mission Group, on June 6, 2006, announcing the completion of EME’s private offering of the Senior Notes and the completion of EME’s tender offer and consent solicitation for the Existing Senior Notes, is incorporated herein by reference to Exhibit 99.1 to EME’s Current Report on Form 8-K dated June 6, 2006.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

410.1 ~~Indenture~~ Credit Agreement, dated as of June 6 15, 2006, between Edison Mission Energy, ~~and~~the ~~Wells~~Lenders ~~Fargo~~referred ~~Bank~~to therein, the Issuing Lenders referred ~~National~~to ~~Association~~therein and Citicorp North America, Inc., as ~~trustee~~Administrative Agent for the Lenders and the Issuing Lenders party thereto, incorporated by reference to Exhibit 4 10.1 to EME’s Form 8-K dated June 615, 2006.

410.~~1.1 First~~2 Security ~~Supplemental Indenture~~Agreement, dated as of June 6 15, 2006, between Edison Mission Energy and ~~Wells Fargo~~Citicorp ~~Bank,~~North ~~National Association~~America, ~~as trustee~~ Inc., ~~supplementing the Indenture, dated~~ as ofAdministrative ~~June 6~~Agent, ~~2006,~~ incorporated by reference to Exhibit 4 10.~~1.1~~2 to EME’s Form 8-K dated June 6 15, 2006.

4.1.2 Second Supplemental Indenture, dated as of June 6, 2006, between Edison Mission Energy and Wells Fargo Bank, National Association, as trustee, supplementing the Indenture, dated as of June 6, 2006, incorporated by reference to Exhibit 4.1.2 to EME’s Form 8-K dated June 6, 2006.3

99.1 Press release by Edison Mission Group, dated June 6, 2006, announcing the completion of Edison Mission Energy’s previously announced private offering of $500,000,000 aggregate principal amount of its 7.50% Senior Notes due 2013 and $500,000,000 aggregate principal amount of its 7.75% Senior Notes due 2016, and the completion of Edison Mission Energy’s previously announced tender offer and consent solicitation with respect to its 10% Senior Notes due August 15, 2008 and its 9.875% Senior Notes due April 15, 2011, incorporated by reference to Exhibit 99.1 to EME’s Form 8-K dated June 6, 2006.

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 thereunto duly authorized.

Mission Energy Holding Company

Date:	~~June 8, 2006~~	June 21, 2006	~~/s/ W. James Scilacci~~	/s/ W. James Scilacci
			~~W. JAMES SCILACCI Senior Vice President and Chief Financial Officer~~	W. JAMES SCILACCI Senior Vice President and Chief Financial Officer

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