UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

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

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

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

~~Date~~CURRENT ofREPORT ~~Report~~PURSUANT TO SECTION 13 OR 15(~~Date~~d) ofOF ~~earliest~~THE SECURITIES ~~event~~EXCHANGE ~~reported):~~ACT ~~May 4,~~OF ~~2006~~1934

~~MSW~~Date ~~Energy~~of ~~Holdings~~Report ~~LLC MSW~~(Date ~~Energy~~of ~~Finance~~earliest ~~Co.~~event reported): June 14, ~~Inc.~~2006

~~(Exact~~MSW ~~name~~Energy ofHoldings ~~Registrant~~LLC MSW asEnergy ~~Specified~~Finance inCo., ~~Its Charter)~~Inc.

Delaware	0001261679	14-1873119
Delaware	0001261680	20-0047886
(State or Other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)
40 Lane Road
Fairfield, New Jersey		07004
(Address of principal executive offices)		(Zip Code)

(Exact name of Registrant as Specified in Its Charter)

Delaware Delaware (~~973~~State or other (State or Other Jurisdiction of Incorporation) ~~882~~ 0001261679 0001261680 Commission File Number (Commission File Number) 14-~~9000~~ 1873119 20-0047886 (I.R.S. Employer (IRS Employer Identification No.)

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 (see General Instruction A.2. below):


40 Lane Road Fairfield, New Jersey		07004

(Address of principal executive offices)		(Zip Code)

~~¨ Written communications pursuant to Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~973) 882-9000

¨(Registrant’s ~~Soliciting~~Telephone ~~material~~Number, ~~pursuant~~Including toArea ~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b~~Code))

¨(Former ~~Pre-commencement~~Name ~~communications~~or ~~pursuant~~Former toAddress, ~~Rule 14d-2(b)~~if ~~under~~Changed ~~the~~Since ~~Exchange~~Last ~~Act (17 CFR 240.14d-2~~Report)

¨Check ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule 13e-4(c)~~simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see General ~~CFR~~Instruction ~~240~~A.~~13e-4(c~~2. below)):

~~Item~~ ¨ Written communications pursuant to Rule ~~8.01.~~425 ~~Other~~under ~~Events~~the Securities Act (17 CFR 230.425)

On¨ ~~May 4,~~Soliciting ~~2006,~~material ~~MSW~~pursuant ~~Energy~~to ~~Holdings~~Rule 14a-12 ~~LLC~~under ~~(“MSW Energy Holdings”) and MSW Energy Finance Co., Inc. (“MSW Finance”) filed with~~ the ~~Securities and~~ Exchange ~~Commission~~Act ~~their~~(17 ~~Quarterly Report on~~CFR ~~Form 10~~240.14a-~~Q for the three months ended March 31, 2006~~ 12(~~the “Form 10-Q”~~b)~~. This 8-K contains~~) ~~supplemental financial information concerning MSW Energy Holdings and MSW Finance not included in the Form 10-Q, including certain non-GAAP financial information identified herein.~~

~~The~~¨ ~~information in this Form 8~~Pre-Kcommencement iscommunications ~~furnished~~ pursuant to ~~Item~~Rule ~~8.01 of this Form 8~~14d-K2(b) ~~and~~under ~~shall not be deemed “filed” for~~ the ~~purposes of Section 18 of the Securities~~ Exchange Act ~~of 1934, or~~(17 ~~incorporated~~CFR ~~by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing~~240.14d-2)

~~MSW~~¨ ~~Energy~~Pre-commencement ~~Holdings,~~communications apursuant ~~Delaware~~to ~~limited liability company formed in March~~Rule ~~2003, was organized for the purpose of acquiring and holding a 50% interest in Covanta Ref~~13e-~~Fuel Holdings LLC~~ 4(~~“Covanta Ref-Fuel”~~c) ~~from~~under ~~Duke Energy Corporation. The initial acquisition of Covanta Ref-Fuel was completed on June 30, 2003 and~~ the ~~second~~Exchange ~~acquisition~~Act ~~occurred on September 30, 2005. In order to partially~~(17 ~~fund~~CFR ~~this acquisition, MSW Energy Holdings issued $200 million aggregate principal amount of 8 1/2% senior secured notes due September 1, 2010~~ 240.13e-4(~~“Senior Notes”~~c).)

~~The~~TABLE ~~indenture~~OF under which MSW Energy Holdings’ Senior Notes were issued requires, among other things, but subject to certain exceptions, that any restricted payments are not permitted unless certain ratio covenants based on MSW Energy Holdings’ last twelve months proportionate ownership of Covanta Ref-Fuel have been met. 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 such indenture governing the Senior Notes. CONTENTS

~~These~~Item ~~measures which are included in the following tables are unaudited measures which are not prepared in accordance with US generally accepted accounting principles (“GAAP”)~~1. ~~They are not intended to supplant the information provided in accordance with GAAP~~02. ~~Furthermore,~~Termination ~~these measures may not be comparable to those used by other companies. Accordingly, a reconciliation~~ of Adjusted EBITDA to the most directly comparable GAAP measure, operating cash flows, is included. In addition, the ratio of proportionate interest expense to Adjusted EBITDA is an interest coverage ratio under the indenture with respect to which MSW Energy Holdings is not aware of a ~~directly comparable~~Material ~~GAAP~~Definitive ~~measure~~Agreement. Accordingly, readers are directed to the computation of proportionate interests and the reconciliation of Adjusted EBITDA to operating cash flows presented below for a reconciliation of such ratio to its GAAP components. The following tables should be read in conjunction with the MSW Energy Holdings’ historical financial statements and related notes contained in the Form 10-Q. The information is being presented for informational purposes only, as it represents the covenant calculation under the Senior Notes. SIGNATURES

Additionally,Table as required under the indenture, the activity of Covanta Ref-Fuel is separate from MSW Energy Holdings’ incremental activity in the following calculations (unaudited, in thousands of dollars): Contents

	For the Twelve
	Months Ended
	March 31, 2006
Proportionate Adjusted EBITDA (1)	$	132,903
Proportionate interest expense (2)		39,781
Ratio of proportionate Adjusted EBITDA to proportionate interest expense (3)		3.3x

Item 1.02. Termination of a Material Definitive Agreement.

~~(1)~~ In ~~Proportionate~~connection ~~Adjusted~~with ~~EBITDA~~the isJune 2003 ~~defined~~agreement ~~under~~by MSW Energy Holdings LLC (the ~~indenture~~“Company”) asto purchase ~~MSW~~Duke Energy ~~Holdings~~Corporation’s ~~ownership~~(“Duke ~~percentage~~Energy”) of50% membership interest in Covanta Ref-Fuel Holdings ~~times~~LLC, ~~Covanta~~formerly Ref-Fuel’s ~~Adjusted~~Holdings ~~EBITDA.~~LLC ~~Adjusted EBITDA for~~ (“Covanta Ref-Fuel ~~(as calculated below~~”), isthe ~~not~~Company aentered ~~measurement~~into ~~of financial performance under GAAP and should not be considered as~~ an agreement ~~alternative~~(the to“Duke ~~cash~~Agreement”) ~~flow~~dated ~~from operating activities or~~ as ~~a measure~~ of ~~liquidity~~June 30, or2003 anwith ~~alternative~~Duke toCapital ~~net~~Corporation ~~income~~(“Duke Capital”), asan ~~indicators~~affiliate of ~~operating~~Duke ~~performance~~Energy, orand ~~any~~a ~~other~~related ~~measures~~escrow ofagreement ~~performance~~dated ~~derived~~as inof ~~accordance with GAAP. Proportionate Adjusted EBITDA for the twelve months ended March 31~~June 30, ~~2006~~2003 ~~is calculated~~ by and ~~subtracting~~among the ~~three~~Company, ~~months~~Duke ~~ended~~Capital ~~March~~and 31Wachovia Bank, ~~2005~~National ~~from~~Association (the ~~period~~“Escrow Agreement”). ofThe ~~January~~Duke 1,Agreement ~~through June 24, 2005~~ and ~~then adding~~ the ~~period~~Escrow ~~from~~Agreement ~~June~~were ~~25,~~terminated ~~through~~as ~~December~~of 31June 14, ~~2005 and the three months ended March 31,~~ 2006~~. (unaudited~~, ~~dollars~~as further indescribed ~~thousands):~~below.

	For the Period						For the Period
	from January 1,			For the Three			from June 25,			For the Three			For the Twelve
	Through			Months Ended			Through			Months Ended			Months Ended
	June 24, 2005			March 31, 2005			December 31, 2005			March 31, 2006			March 31, 2006
Covanta Ref-Fuel:
Net income	$	7,272		$	8,041		$	67,503		$	7,216		$	73,950
Income tax provision (benefit)		(39	)		(11	)		481			(40	)		413
Interest income		(933	)		(457	)		(884	)		(278	)		(1,638	)
Interest expense on intermediate debt		7,578			3,871			7,143			3,201			14,051
Operating income		13,878			11,444			74,243			10,099			86,776
One time charges for Acquisition		30,192			—			—			—			30,192
Net interest on project debt		13,964			7,318			15,074			6,887			28,607
Depreciation and amortization		57,032			29,738			58,907			30,308			116,509
(Gain) loss on retirements		519			1,386			(381	)		—			(1,248	)
EBITDA		115,585			49,886			147,843			47,294			260,836
Energy contract levelization		692			328			2,068			1,061			3,493
Amortization of lease intangible		(1,593	)		(824	)		1,497			748			1,476
Adjusted EBITDA	$	114,684		$	49,390		$	151,408		$	49,103		$	265,805
MSW Energy Holdings percentage ownership														50.0	%
Proportionate Adjusted EBITDA													$	132,903

Under the Duke Agreement, the Company had agreed to pay Duke Capital certain future amounts in exchange for Duke Capital’s agreement to remain obligated under an existing support agreement (the “Support Agreement”) related to Covanta Ref-Fuel. The payments under the Duke Agreement escalated over time. Under the Escrow Agreement, the Company had agreed to deposit certain additional amounts into a restricted account (the “Escrow”) for the benefit of Duke Capital, the terms of which were controlled by the Escrow Agreement.

~~(2)~~ On ~~Proportionate~~May 25, ~~interest~~2006, ~~expense~~Duke isCapital ~~defined~~was released from its obligations under the ~~indenture~~Support asAgreement prior to the ~~percentage~~Support ~~ownership~~Agreement’s contracted termination date. As of June 14, 2006, (i) the ~~interest~~Company and ~~expense~~Duke Capital agreed on the pro-rata refund to the Company for ~~Covanta~~prior ~~Ref~~payments under the Duke Agreement, (ii) the pro-~~Fuel~~rata ~~plus~~refund ~~100%~~and ofthe ~~incremental~~remaining ~~MSW~~funds ~~Energy~~in ~~Holdings’~~the ~~interest~~Escrow ~~expense~~were disbursed to the Company and (iii) both the Duke Agreement and the Escrow Agreement were terminated.

The ~~following~~Company’s ~~table~~liability ~~reconciles~~related ~~MSW~~to ~~Energy~~the ~~Holdings~~payment ~~proportionate~~stream ~~interest~~under ~~expense~~the ~~(unaudited~~Duke Agreement was included in the Company’s balance sheet and represented the present value of the obligation under the Duke Agreement based on the Support Agreement’s contracted termination date. Since the Support Agreement and the Company’s related obligations under the Duke Agreement were terminated early, the ~~dollars~~Company’s inliability ~~thousands~~related to the Duke Agreement, approximately $28.6 million at March 31, 2006, will be adjusted to recognize a reduction of an obligation of the Company and the termination of the excess liability (relating to the recorded future obligation): will be treated as a reduction to the assigned net assets.

	For the Twelve
	Months Ended
	March 31, 2006
Covanta Ref-Fuel interest expense	$	46,610
MSW Energy Holdings ownership percentage		50.0	%
Covanta Ref-Fuel proportionate interest expense	$	23,305
MSW Energy Holdings incremental interest expense		16,476
MSW Energy Holdings proportionate interest expense	$	39,781

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.

(3)Table Proportionate Adjusted EBITDA to proportionate interest expense is defined under the indenture as the quotient of proportionate Adjusted EBITDA divided by proportionate interest expense.Contents

* The levelization of the energy contract relates to the accounting of a long-term power contract,SIGNATURES the revenue under which is being recognized in accordance with Emerging Issues Task Force (“EITF”) Issues 96-17 “Revenue Recognition under Long-Term Power Sales Contracts That Contain Both Fixed and Variable Pricing Terms.” EITF 96-17 requires that MSW Energy Holding recognizes power revenues under these contracts as the lesser of (a) amounts billable under the respective contracts; or (b) an amount determinable by the kilowatt hours made available during the period multiplied by the estimated average revenue per kilowatt hour over the term of the contract. The determination of the lesser amount is to be made annually based on the cumulative amounts that would have been recognized had each method been applied consistently from the beginning of the contract. The difference between the amount billed and the amount recognized is included in other long-term liabilities.

APursuant ~~reconciliation~~to ofthe ~~Covanta~~requirements ~~Ref-Fuel’s~~of ~~Adjusted~~the ~~EBITDA~~Securities toExchange ~~operating~~Act ~~cash~~of ~~flow~~1934, isthe ~~provided~~Registrant ~~below,~~has asduly caused ~~operating~~this ~~cash~~report ~~flows~~to ~~represent~~be ~~the~~signed ~~most~~on ~~comparable~~its ~~GAAP~~behalf ~~measure~~by ~~of liquidity~~the ~~(unaudited,~~undersigned ~~dollars~~thereunto induly ~~thousands)~~authorized.

	For the Period						For the Period
	from January 1,			For the Three			from June 25,			For the Three			For the Twelve
	Through			Months Ended			Through			Months Ended			Months Ended
	June 24, 2005			March 31, 2005			December 31, 2005			March 31, 2006			March 31, 2006
Adjusted EBITDA	$	114,684		$	49,390		$	151,408		$	49,103		$	265,805
Amortization of debt		(5,854	)		(3,051	)		(5,978	)		(2,928	)		(11,709	)
Deferred taxes		2,576			2,816			(447	)		—			(687	)
Interest expense		(21,542	)		(11,189	)		(22,217	)		(10,088	)		(42,658	)
Interest income		933			457			884			278			1,638
Deferred revenue		(15	)		(38	)		(64	)		—			(41	)
Cash paid for one time charges		(30,192	)		—			—			—			(30,192	)
Changes in assets and liabilities:
Accounts receivable, net		(5,090	)		3,786			5,610			2,039			(1,227	)
Prepaid expenses and other current assets		10,308			(3,439	)		(1,999	)		1,326			13,074
Other long-term assets		(15,225	)		(6,949	)		942			(6,751	)		(14,085	)
Accounts payable and other current liabilities		(4,323	)		3,911			19,929			6,145			17,840
Accrued interest payable		5,849			7,987			(16,765	)		(2,808	)		(21,711	)
Other long-term liabilities		(3,914	)		(4,729	)		5,038			(1,432	)		4,421
Cash provided by operating activities	$	48,195		$	38,952		$	136,341		$	34,884		$	180,468

Date: June 19, 2006

~~SIGNATURES~~MSW ENERGY HOLDINGS LLC (Registrant)

~~Pursuant~~By: to/s/ ~~the~~Timothy ~~requirements~~J. ofSimpson ~~the~~Name: ~~Securities~~Timothy ~~Exchange~~J. ~~Act~~Simpson ofTitle: ~~1934,~~Senior ~~the~~Vice ~~Registrant~~President, ~~has~~General ~~duly~~Counsel ~~caused this~~and ~~report to be signed on its behalf by the undersigned thereunto duly authorized.~~ Secretary

~~Date:~~MSW ~~May 4~~ENERGY FINANCE CO., ~~2006~~INC. (Registrant)

~~MSW ENERGY HOLDINGS LLC (Registrant)~~ By: /s/ ~~Anthony~~Timothy J. ~~Orlando~~Simpson Name: ~~Anthony~~Timothy J. ~~Orlando~~Simpson Title: ~~President~~Senior ~~MSW~~Vice ~~ENERGY FINANCE CO.~~President, ~~INC.~~General ~~(Registrant)~~Counsel ~~By:~~and ~~/s/ Anthony J. Orlando Name: Anthony J. Orlando Title: President~~Secretary

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