SecProbe.io

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Mail Stop 3561
							September 30, 2005

Mr. Craig D. Abolt
Senior Vice President and Chief Financial Officer
MSW Energy Holdings LLC
c/o Danielson Holding Corporation
40 Land Road
Fairfield, New Jersey 07004

		RE:	MSW Energy Holdings LLC
			Form 10-K for Fiscal Year Ended December 31, 2004
			Filed March 17, 2005
			Form 10-Q for Quarterly Period Ended March 31, 2005
			Form 10-Q for Quarterly Period Ended June 30, 2005
			File No. 333-109049

Dear Mr. Abolt:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in response to these comments.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 11

Debt Covenants, page 15

1. Reference is made to your presentation of "Proportionate
Adjusted
EBITDA" and "Proportionate interest expense" on page 15, in the
context of discussing certain of your debt covenants.  Please
revise
your disclosure to include:
o the materiality of the credit agreement and the related
covenants;
o the amount or limit required for compliance with the covenants;
and
o the actual or reasonably likely effects of compliance or non-
compliance with the covenants on your financial condition and
liquidity.
Refer for guidance to Question 10 of our Frequently Asked
Questions
Regarding the Use of Non-GAAP Financial Measures, available on our
website at www.sec.gov.

	Also revise the reconciliation in note (1) to reconcile from
cash flows from operations to EBITDA, as opposed to reconciling
from
operating income.  In this regard, to the extent EBITDA or
Adjusted
EBITDA is presented as a measure of liquidity, we believe the most
directly comparable GAAP measure is cash flows from operations.

	Finally, please disclose in a reasonable amount of detail
what
the adjustment captioned "Ref-Fuel Holdings fair value adjustment
amortization and revenue levelization" represents and how the
amount
of the adjustment is derived.

Contractual Obligations and Commercial Commitments, page 17

2. Please revise your contractual obligations table in future
filings
to include estimated interest payments on debt.  Because the table
is
aimed at increasing transparency of cash flow, we believe interest
payments should be included in the table.  If you choose not to
include these payments, a footnote to the table should clearly
identify the excluded item and provide any additional information
that is material to an understanding of your cash requirements.
See
Section IV.A and footnote 46 to the Commission`s MD&A Guidance
issued
December 19, 2003 available at www.sec.gov.

Item 8. Financial Statements and Supplementary Data, page 23

Consolidated Balance Sheets, page 25

3. Please tell us why you began consolidating Ref-Fuel Holdings
LLC
on April 30, 2004, rather than on December 12, 2003, the date that
MSW Energy Holdings II LLC acquired its 50% interest in Ref-Fuel
Holdings LLC.  In this regard, it is our understanding that as of
December 12, 2003, Holdings Corp was the parent company of MSW
Energy
Holdings II LLC and the managing member of you/MSW Energy Holdings
LLC, thus suggesting that you had effective control over Ref-Fuel
Holdings as of December 12, 2003.  Also tell us how not
consolidating
this entity until April 30, 2004 is consistent with the fact that
push-down basis was applied from Holdings Corp to Ref-Fuel
Holdings
LLC effective December 12, 2003.

Notes to Consolidated Financial Statements, page 29

Note 2. Summary of Significant Accounting Policies, page 30

Intangible Assets, page 31

4. Please tell us in detail how you determined it is appropriate
to
treat Nitrous Oxide emission allowances as indefinite-lived
intangibles.  Please ensure you address in your response each of
the
factors listed in paragraph 11 of SFAS 142 which might limit the
useful life of these assets.

Note 3. Acquisition of Membership Interests in Ref-Fuel Holdings,
page 34

5. Please tell us more about the nature and terms of your
obligations
under the Duke Agreement.  Also tell us whether your obligations
under this agreement relate to ongoing services provided by Duke
Capital Corporation, and if so, tell us your basis for recording
this
obligation as part of your purchase price allocation.

Note 13.  Future Minimum Payments Under Operating Leases, page 43

6. Please tell us and revise your disclosure to clarify the terms
of
the "stipulated loss" clause in the Delaware Valley lease.  Also
tell
us and disclose how you account for your obligation under this
clause
and ensure we understand the basis in GAAP for your accounting.
If
material, please consider disclosure of the contingent payments
and
possible contingent payments in your liquidity section of Item 7.

Note 14. Employee Compensation and Benefit Plans, page 44

7. Your disclosures here with respect to the American Ref-Fuel
Company Retirement Savings Plan appear to be inconsistent with the
related disclosures included in note 14 of the separate financial
statements you provide for Ref-Fuel Holdings LLC and Subsidiaries.
In particular, the description of your "basic contribution" is
inconsistent, and so is your disclosure regarding the amount
contributed by you to the plan.  Please advise and also revise
your
disclosures to ensure consistency.

Form 10-K/A for Fiscal Year Ended December 31, 2004

8. Please re-amend to include the entire Form 10-K in the amended
filing, not just the certifications.  Please refer to Question 17
of
the Division of Corporation Finance: Sarbanes-Oxley Act of 2002 -
Frequently Asked Questions available at www.sec.gov.

In connection with filing your amendment, please eliminate
reference
to your CEO and CFO`s titles in the introductory paragraph of the
Section 302 certifications to conform to the format provided in
Item
601(b)(31) of Regulation S-K.  Also confirm to us that your
inclusion
of these titles in your Forms 10-Q for the quarters ended March
31,
2005 and June 30, 2005 was not intended to limit the capacity in
which such individuals provided the certifications.

Form 8-K filed March 22, 2005

9. Your disclosure of the ratio of proportionate Adjusted EBITDA
to
proportionate interest expense for the twelve months ended
December
31, 2004 is a non-GAAP financial measure subject to the disclosure
and reconciliation requirements of Regulation G.  In future
filings
please accompany non-GAAP financial measures included in your
Forms
8-K with:
o A presentation of the most directly comparable financial measure
calculated and presented in accordance with Generally Accepted
Accounting Principles (GAAP); and
o A reconciliation of the differences between the non-GAAP
financial
measure disclosed or released with the most comparable financial
measure or measures calculated and presented in accordance with
GAAP.

Form 10-Q for Period Ended June 30, 2005

Part I. Financial Information

Item 1. Consolidated Financial Statements

Notes to the Consolidated Financial Statements, page 8

Note 4. Reclassifications of Prior Periods, page 12

10. Please tell us in more detail about each of the material
reclassifications you made to the prior year`s statements of
operations.  Ensure we understand how your revised classification
in
each case complies with GAAP.  Also address for each
reclassification
whether your prior classification complied with GAAP, and if not,
why
you believe restatement of the prior periods is not required.  In
filing your Form 10-K amendment for fiscal year ended December 31,
2004, please consider whether any related revisions should be
made.

Note 7. Intangible Assets and Goodwill, page 15

11. Please tell us why the fair value of your intangible asset
titled
"electricity and steam contracts," for purposes of your
application
of push-down basis, was determined to be significantly less than
your
December 31, 2004 book balance.  Also tell us whether this
indicates
that you may have incurred an impairment in the value of this
intangible during fiscal 2004 or in the first quarter of 2005.

Item 4. Controls and Procedures, page 29

12. In light of your disclosures regarding the material weakness
in
internal controls over financial reporting at your new parent
company, please tell us and revise your disclosure to clarify how
you
were nonetheless able to conclude that your disclosure controls
and
procedures were effective as of the end of the period covered by
the
report.

	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comments and provides any
requested
information.  Please understand that we may have additional
comments
after reviewing your responses to our comments.  Please file your
response letter on EDGAR as a correspondence file.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

       In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filings
or
in response to our comments on your filings.

	If you have any questions regarding these comments, please
direct them to Adam Phippen, Staff Accountant, at (202) 551-3336.
In
his absence, direct your questions to Robyn Manuel at (202) 551-
3823.
Any other questions may be directed to me at (202) 551-3843.

								Sincerely,

								George F. Ohsiek, Jr.
								Branch Chief

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Mr. Craig D. Abolt
MSW Energy Holdings LLC
September 30, 2005
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