10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2008

Or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                 to                 

Mirant Americas Generation, LLC

(Exact name of registrant as specified in its charter)

N/A (Commission File Number)

51-0390520 (I.R.S. Employer Identification No.)

Mirant North America, LLC

(Exact name of registrant as specified in its charter)

N/A (Commission File Number)

20-4514609 (I.R.S. Employer Identification No.)

Mirant Mid-Atlantic, LLC

(Exact name of registrant as specified in its charter)

N/A (Commission File Number)

58-2574140 (I.R.S. Employer Identification No.)

Delaware

(State or other jurisdiction of incorporation or organization of all Registrants)

1155 Perimeter Center West, Suite 100, Atlanta, Georgia 30338

(Address of Principal Executive Offices, including Zip Code, of all Registrants)

(678) 579-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Mirant Americas Generation, LLC	x Yes ¨ No
Mirant North America, LLC	x Yes ¨ No
Mirant Mid-Atlantic, LLC	x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large Accelerated Filer	Accelerated Filer	Non-accelerated Filer	Smaller Reporting Company
Mirant Americas Generation, LLC	¨	¨	x	¨
Mirant North America, LLC	¨	¨	x	¨
Mirant Mid-Atlantic, LLC	¨	¨	x	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Mirant Americas Generation, LLC	¨ Yes x No
Mirant North America, LLC	¨ Yes x No
Mirant Mid-Atlantic, LLC	¨ Yes x No

Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Mirant Americas Generation, LLC	x Yes ¨ No
Mirant North America, LLC	x Yes ¨ No
Mirant Mid-Atlantic, LLC	x Yes ¨ No

All of registrant’s outstanding membership interests are held by their parent and there are no membership interest held by nonaffiliates.

Registrant	Parent
Mirant Americas Generation, LLC	Mirant Americas, Inc.
Mirant North America, LLC	Mirant Americas Generation, LLC
Mirant Mid-Atlantic, LLC	Mirant North America, LLC

This combined Form 10-Q/A is separately filed by Mirant Americas Generation, LLC, Mirant North America, LLC and Mirant Mid-Atlantic, LLC. Information contained in this combined Form 10-Q/A relating to Mirant Americas Generation, LLC, Mirant North America, LLC and Mirant Mid-Atlantic, LLC is filed by such registrant on its own behalf and each registrant makes no representation as to information relating to registrants other than itself.

EXPLANATORY NOTE

On May 14, 2008, Mirant Americas Generation, LLC, Mirant North America, LLC and Mirant Mid-Atlantic, LLC filed a combined Quarterly Report on Form 10-Q with the Securities and Exchange Commission for the quarter ended March 31, 2008 (“Combined Form 10-Q”). Subsequent to the filing of the Combined Form 10-Q, management identified a misstatement in the projected capital expenditures for Mirant Mid-Atlantic, LLC disclosed in Item 2—Management’s Discussion and Analysis of Results of Operations and Financial Condition. The correction of the misstatement resulted in the reclassification of amounts presented for Mirant Mid-Atlantic, LLC within the categories of projected capital expenditures and adjustments to the total projected capital expenditures for the periods presented. The correction of total projected capital expenditures resulted in an increase from $756 million to $764 million for the remainder of 2008, an increase from $459 million to $486 million for 2009 and a decrease from $347 million to $240 million for 2010.

The projected capital expenditures for Mirant Americas Generation, LLC and Mirant North America, LLC were not affected by this misstatement. In addition, the misstatement does not affect the unaudited condensed consolidated financial statements or accompanying footnotes for Mirant Mid-Atlantic, LLC for the quarter ended March 31, 2008. The misstatement also does not affect the Quarterly Report on Form 10-Q for Mirant Corporation for the quarter ended March 31, 2008, filed with the Securities and Exchange Commission on May 8, 2008.

Except as described in this Explanatory Note, no other changes have been made to the Combined Form 10-Q as originally filed.

TABLE OF CONTENTS

		Page
	Glossary of Certain Defined Terms	i-iii
	Cautionary Statement Regarding Forward-Looking Information	1
	PART I—FINANCIAL INFORMATION
Item 2.	Management’s Discussion and Analysis of Results of Operations and Financial Condition	4
	Mirant Americas Generation, LLC	4
	Mirant North America, LLC	16
	Mirant Mid-Atlantic, LLC	23
	PART II—OTHER INFORMATION
Item 6.	Exhibits	31
	Mirant Americas Generation, LLC	31
	Mirant North America, LLC	31
	Mirant Mid-Atlantic, LLC	32

Glossary of Certain Defined Terms

APSA—Asset Purchase and Sale Agreement dated June 7, 2000, between Mirant and Pepco.

Bankruptcy Code—United States Bankruptcy Code.

Bankruptcy Court—United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division.

Baseload Generating Units—Units that satisfy minimum baseload requirements of the system and produce electricity at an essentially constant rate and run continuously.

CAISO—California Independent System Operator.

Cal PX—California Power Exchange.

Clean Air Act—Federal Clean Air Act.

Clean Water Act—Federal Water Pollution Control Act.

CPUC—California Public Utilities Commission.

DOE—United States Department of Energy.

DWR—California Department of Water Resources.

EBITDA—Earnings before interest, taxes, depreciation and amortization.

EITF—The Emerging Issues Task Force formed by the Financial Accounting Standards Board.

EITF 02-3—EITF Issue No. 02-3, Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities.

EOB—California Electricity Oversight Board.

EPA—United States Environmental Protection Agency.

FASB—Financial Accounting Standards Board.

FERC—Federal Energy Regulatory Commission.

FIN—FASB Interpretation.

FIN 39—FIN No. 39, Offsetting of Amounts Related to Certain Contracts.

FIN 47—FIN No. 47, Accounting for Conditional Asset Retirements—an interpretation of FASB Statement No. 143.

FIN 48—FIN No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.

FSP—FASB Staff Position.

FSP FAS 157-2—FSP FAS No. 157-2, Effective Date of FASB Statement No. 157.

FSP FIN 39-1—FSP FIN No. 39-1, Amendment of FASB Interpretation No. 39 (FIN 39).

GAAP—Generally accepted accounting principles in the United States.

Gross Margin—Operating revenue less cost of fuel, electricity and other products.

Hudson Valley Gas—Hudson Valley Gas Corporation.

Intermediate Generating Units—Units that meet system requirements that are greater than baseload and less than peaking.

ISO—Independent System Operator.

LIBOR—London InterBank Offered Rate.

MDE—Maryland Department of the Environment.

i

Mirant—Old Mirant prior to January 3, 2006, and New Mirant on or after January 3, 2006.

Mirant Americas—Mirant Americas, Inc.

Mirant Americas Energy Marketing—Mirant Americas Energy Marketing, LP.

Mirant Bowline—Mirant Bowline, LLC.

Mirant Chalk Point—Mirant Chalk Point, LLC.

Mirant MD Ash Management—Mirant MD Ash Management, LLC.

Mirant Energy Trading—Mirant Energy Trading, LLC.

Mirant Las Vegas—Mirant Las Vegas, LLC.

Mirant Lovett—Mirant Lovett, LLC.

Mirant New York—Mirant New York, LLC (formerly, Mirant New York, Inc.).

Mirant NY-Gen—Mirant NY-Gen, LLC.

Mirant Potomac River—Mirant Potomac River, LLC.

Mirant Services—Mirant Services, LLC.

Mirant Sugar Creek—Mirant Sugar Creek, LLC.

Mirant Zeeland—Mirant Zeeland, LLC.

MW—Megawatt.

MWh—Megawatt hour.

NAAQS—National ambient air quality standards.

Net Capacity Factor—The average production as a percentage of the potential net dependable capacity used over a year.

New Mirant—Mirant Corporation on or after January 3, 2006.

NOV—Notice of violation.

NOx—Nitrogen oxides.

NSR—New source review.

NYSDEC—New York State Department of Environmental Conservation.

Old Mirant—MC 2005, LLC, known as Mirant Corporation prior to January 3, 2006.

OTC—Over-the-Counter.

Peaking Generating Units—Units used to meet demand requirements during the periods of greatest or peak load on the system.

Pepco—Potomac Electric Power Company.

PG&E—Pacific Gas & Electric Company.

PJM—Pennsylvania-New Jersey-Maryland Interconnection, LLC.

Plan—The plan of reorganization that was approved in conjunction with Mirant’s and the Companies’ emergence from bankruptcy protection on January 3, 2006.

Power Sale, Fuel Supply and Services Agreement—Power sale, fuel supply and services agreement with Mirant Americas Energy Marketing, effective January 3, 2006.

PPA—Power purchase agreement.

Reserve Margin—Excess capacity over peak demand.

ii

RMR—Reliability-must-run.

RTO—Regional Transmission Organization.

SEC—U.S. Securities and Exchange Commission.

Securities Act—Securities Act of 1933, as amended.

SFAS—Statement of Financial Accounting Standards.

SFAS 5—SFAS No. 5, Accounting for Contingencies.

SFAS 109—SFAS No. 109, Accounting for Income Taxes.

SFAS 133—SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (As Amended).

SFAS 141R—SFAS No. 141R, Business Combinations (Revised 2007).

SFAS 143—SFAS No. 143, Accounting for Asset Retirement Obligations.

SFAS 144—SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

SFAS 157—SFAS No. 157, Fair Value Measurements.

SFAS 159—SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115.

SFAS 161—SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities —An Amendment of FASB Statement No. 133.

Shady Hills—Shady Hills Power Company, L.L.C.

SO2—Sulfur dioxide.

Virginia DEQ—Virginia Department of Environmental Quality.

West Georgia—West Georgia Generating Company L.L.C.

iii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

In addition to historical information, the information presented in this combined Form 10-Q/A includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve known and unknown risks and uncertainties and relate to future events, our future financial performance or our projected business results. In some cases, one can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “estimate,” “predict,” “target,” “potential” or “continue” or the negative of these terms or other comparable terminology.

Forward-looking statements are only predictions. Actual events or results may differ materially from any forward-looking statement as a result of various factors, which include:

• legislative and regulatory initiatives regarding deregulation, regulation or restructuring of the industry of generating, transmitting and distributing electricity (the “electricity industry”); changes in state, federal and other regulations affecting the electricity industry (including rate and other regulations); changes in, or changes in the application of, environmental and other laws and regulations to which we and our subsidiaries and affiliates are or could become subject;

• failure of our plants to perform as expected, including outages for unscheduled maintenance or repair;

• changes in market conditions, including developments in the supply, demand, volume and pricing of electricity and other commodities in the energy markets; changes in credit standards of market participants or the extent and timing of the entry of additional competition in our markets or those of our subsidiaries and affiliates;

• increased margin requirements, market volatility or other market conditions that could increase the obligations of Mirant Americas Generation, Mirant North America and affiliates of Mirant Mid-Atlantic to post collateral beyond amounts that are expected;

• our inability to access effectively the over-the-counter and exchange-based commodity markets or changes in commodity market liquidity or other commodity market conditions, which may affect our ability to engage in asset management and, for Mirant Americas Generation and Mirant North America, proprietary trading activities as expected, or result in material extraordinary gains or losses from open positions in fuel oil or other commodities;

• deterioration in the financial condition of Mirant Americas Generation, Mirant North America and Mirant Mid-Atlantic counterparties or Mirant Mid-Atlantic affiliates and the resulting failure to pay amounts owed to Mirant Americas Generation, Mirant North America and Mirant Mid-Atlantic or to perform obligations or services due to Mirant Americas Generation, Mirant North America and Mirant Mid-Atlantic beyond collateral posted;

• hazards customary to the power generation industry and the possibility that we may not have adequate insurance to cover losses as a result of such hazards;

• price mitigation strategies employed by ISOs or RTOs that reduce our revenue and may result in a failure to compensate our generating units adequately for all of their costs;

• changes in the rules used to calculate capacity and energy payments;

• volatility in our gross margin as a result of our accounting for derivative financial instruments used in our asset management activities and volatility in our cash flow from operations resulting from working capital requirements, including collateral, to support our asset management and Mirant Americas Generation’s and Mirant North America’s proprietary trading activities;

• our inability to enter into intermediate and long-term contracts to sell power and procure fuel, including its transportation, on terms and prices acceptable to us;

1

• the inability of Mirant Americas Generation’s and Mirant North America’s operating subsidiaries to generate sufficient cash flow to support their operations;

• our and our affiliates’ ability to borrow additional funds and access capital markets;

• strikes, union activity or labor unrest;

• weather and other natural phenomena, including hurricanes and earthquakes;

• the cost and availability of emissions allowances;

• our ability to obtain adequate supply and delivery of fuel for our facilities;

• curtailment of operations because of transmission constraints;

• environmental regulations that restrict our ability or render it uneconomic to operate our business, including regulations related to the emission of carbon dioxide and other greenhouse gases;

• our inability to complete construction of emissions reduction equipment by January 2010 to meet the requirements of the Maryland Healthy Air Act, which may result in reduced unit operations and reduced cash flows and revenues from operations;

• war, terrorist activities or the occurrence of a catastrophic loss;

• Mirant Americas Generation’s and Mirant North America’s consolidated indebtedness and the possibility that Mirant Americas Generation and Mirant North America or their subsidiaries may incur additional indebtedness in the future;

• restrictions on the ability of Mirant Americas Generation’s subsidiaries to pay dividends, make distributions or otherwise transfer funds to Mirant Americas Generation, including restrictions on Mirant North America contained in its financing agreements and restrictions on Mirant Mid-Atlantic contained in its leveraged lease documents, which may affect Mirant Americas Generation’s ability to access the cash flow of those subsidiaries to make debt service and other payments;

• restrictions on the ability of Mirant North America’s subsidiaries to pay dividends, make distributions or otherwise transfer funds to Mirant North America, including restrictions on Mirant Mid-Atlantic contained in its leveraged lease documents, which may affect Mirant North America’s ability to access the cash flow of those subsidiaries to make debt service and other payments; and

• the disposition of the pending litigation described in this combined Form 10-Q/A.

Many of these risks are beyond our ability to control or predict. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by cautionary statements contained throughout this report. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made.

Factors that Could Affect Future Performance

We undertake no obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report.

In addition to the discussion of certain risks in Management’s Discussion and Analysis of Results of Operations and Financial Condition and the accompanying combined Notes to Mirant Americas Generation, LLC’s, Mirant North America, LLC’s and Mirant Mid-Atlantic, LLC’s unaudited condensed consolidated financial statements, other factors that could affect the Companies’ future performance (business, financial condition or results of operations and cash flows) are set forth in the respective Annual Report on Form 10-K of Mirant Americas Generation, LLC, Mirant North America, LLC and Mirant Mid-Atlantic, LLC for the year ended December 31, 2007.

2

Certain Terms

As used in this report, “we,” “us,” “our,” and the “Companies” refer to Mirant Americas Generation, LLC, Mirant North America, LLC, Mirant Mid-Atlantic, LLC and their subsidiaries, unless the context requires otherwise. In addition, as used in this report, “Mirant Americas Generation” refers to Mirant Americas Generation, LLC and its subsidiaries, “Mirant North America” refers to Mirant North America, LLC and its subsidiaries and “Mirant Mid-Atlantic” refers to Mirant Mid-Atlantic, LLC and its subsidiaries, unless the context requires otherwise.

3

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

A. Mirant Americas Generation

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements of Mirant Americas Generation and the notes thereto, which are included elsewhere in this report.

Overview

Mirant Americas Generation, an indirect wholly-owned subsidiary of Mirant, is a competitive energy company that produces and sells electricity. Mirant Americas Generation owns or leases approximately 10,097 MW of net electric generating capacity, which reflects the exclusion of 183 MW related to unit 5 of the Lovett generating facility that was shut down on April 19, 2008. Mirant Americas Generation’s net electric generating capacity is located in the Mid-Atlantic and Northeast regions and in California. Mirant Americas Generation also operates an integrated asset management and energy marketing organization based in Atlanta, Georgia.

Capital Expenditures and Capital Resources

For the three months ended March 31, 2008, we paid $142 million for capital expenditures, of which $112 million related to the Maryland Healthy Air Act. Through March 31, 2008, we have paid approximately $612 million for capital expenditures related to the Maryland Healthy Air Act. The following table details our estimated capital expenditures, excluding capitalized interest, for the remainder of 2008 through 2010 (in millions):

	2008		2009		2010
Maryland Healthy Air Act	$	590	$	277	$	121
Other environmental		46		56		16
Maintenance		100		135		127
Construction		70		39		6
Other		6		3		3
Total	$	812	$	510	$	273

We expect that available cash and future cash flows from operations will be sufficient to fund these capital expenditures.

Coal Prices

The price for coal increased significantly in the first quarter of 2008. The average market price for coal was approximately 70% higher in the first quarter of 2008 than in the same period in 2007. Global demand for coal and higher mining costs are among the factors influencing domestic coal prices. Power prices have not fully adjusted to the increased price of coal. As a result, the energy gross margin earned from our baseload coal units is affected by contracting “dark spreads,” the difference between the price received for electricity generated compared to the market price of the coal required to produce the electricity.

We enter into contracts of varying terms to secure appropriate quantities of fuel that meet the varying specifications of our generating facilities. For our coal-fired generating facilities, we purchase coal from a variety of suppliers under contracts with terms of varying lengths, some of which extend to 2012.

Most of our coal contracts are not required to be recorded at fair value under SFAS 133. As such, these contracts are not included in price risk management assets and liabilities in the accompanying unaudited condensed consolidated balance sheets. As of March 31, 2008, the net fair value of our long-term coal agreements was approximately $452 million.

4

Consolidated Financial Performance

We reported a net loss of $170 million and $205 million for the periods ended March 31, 2008 and 2007, respectively. The change in net loss is detailed as follows (in millions):

	Three Months Ended March 31,						Increase/ (Decrease)
	2008			2007
Realized gross margin	$	365		$	391		$	(26	)
Unrealized gross margin		(303	)		(359	)		56
Total gross margin		62			32			30
Operating expenses:
Operations and maintenance
Nonaffiliate		86			86			—
Affiliate		72			65			7
Depreciation and amortization		31			30			1
Gain on sales of assets, net		(4	)		(2	)		(2	)
Total operating expenses		185			179			6
Operating loss		(123	)		(147	)		24
Other expense, net
Nonaffiliate		47			53			(6	)
Loss from continuing operations before reorganization items, net		(170	)		(200	)		30
Reorganization items, net		—			(1	)		1
Loss from continuing operations		(170	)		(199	)		29
Loss from discontinued operations		—			(6	)		6
Net Loss	$	(170	)	$	(205	)	$	35

Results of Operations

The following discussion of our performance is organized by reportable segment, which is consistent with the way we manage our business.

In the tables below, the Mid-Atlantic region includes our Chalk Point, Morgantown, Dickerson and Potomac River facilities. The Northeast region includes our Bowline, Canal, Kendall, Lovett and Martha’s Vineyard facilities. The California region includes our Pittsburg, Contra Costa and Potrero facilities. Other Operations includes proprietary trading, fuel oil management, interest on debt at Mirant Americas Generation and Mirant North America and interest on our invested cash balances.

Operating Statistics

The following table summarizes Net Capacity Factor by region:

	Three Months Ended March 31,				Decrease
	2008		2007
Mid-Atlantic	36	%	37	%	(1	)%
Northeast	15	%	27	%	(12	)%
California	3	%	3	%	—	%
Total	23	%	27	%	(4	)%

5

The following table summarizes power generation volumes by region (in gigawatt hours):

	Three Months Ended March 31,		Increase/ (Decrease)		Increase/ (Decrease) %
	2008	2007
Mid-Atlantic:
Baseload	4,070	3,815	255		7	%
Intermediate	73	382	(309	)	(81	)%
Peaking	46	38	8		21	%
Total Mid-Atlantic	4,189	4,235	(46	)
Northeast:
Baseload	368	757	(389	)	(51	)%
Intermediate	513	987	(474	)	(48	)%
Total Northeast	881	1,744	(863	)
California:
Intermediate	131	138	(7	)	(5	)%
Peaking	10	7	3		43	%
Total California	141	145	(4	)
Total Mirant Americas Generation and Mirant North America	5,211	6,124	(913	)

Gross Margin Overview

The following table details realized and unrealized gross margin by operating segments (in millions):

	Three Months Ended March 31,
	2008								2007
	Realized		Unrealized			Total			Realized		Unrealized			Total
Mid-Atlantic	$	264	$	(300	)	$	(36	)	$	246	$	(319	)	$	(73	)
Northeast		61		(9	)		52			90		(49	)		41
California		29		—			29			32		—			32
Other Operations		11		6			17			17		9			26
Eliminations		—		—			—			6		—			6
Total	$	365	$	(303	)	$	62		$	391	$	(359	)	$	32

Gross margin for the three months ended March 31, 2008 and 2007, is further detailed as follows (in millions):

	Three Months Ended March 31, 2008
	Mid- Atlantic			Northeast			California		Other Operations		Eliminations		Total
Energy	$	165		$	22		$	1	$	11	$	—	$	199
Contracted and capacity		78			24			28		—		—		130
Incremental realized value of hedges		21			15			—		—		—		36
Total realized gross margin		264			61			29		11		—		365
Unrealized gross margin		(300	)		(9	)		—		6		—		(303	)
Total gross margin	$	(36	)	$	52		$	29	$	17	$	—	$	62

6

	Three Months Ended March 31, 2007
	Mid- Atlantic			Northeast			California		Other Operations		Eliminations		Total
Energy	$	157		$	34		$	1	$	17	$	6	$	215
Contracted and capacity		11			24			31		—		—		66
Incremental realized value of hedges		78			32			—		—		—		110
Total realized gross margin		246			90			32		17		6		391
Unrealized gross margin		(319	)		(49	)		—		9		—		(359	)
Total gross margin	$	(73	)	$	41		$	32	$	26	$	6	$	32

Energy represents gross margin from the generation of electricity, sales and purchases of emissions allowances, fuel sales, purchases and handling of fuel, steam sales and our proprietary trading and fuel oil management activities.

Contracted and capacity represents gross margin received from capacity sold in ISO administered capacity markets, through RMR contracts and from ancillary services.

Incremental realized value of hedges represents the actual margin upon the settlement of our power and fuel hedging contracts including coal supply contracts that qualify for the normal purchases or normal sales exclusion from SFAS 133 and which therefore qualify for the use of accrual accounting.

Unrealized gross margin represents the net unrealized gain or loss on our derivative contracts.

Mid-Atlantic

Our Mid-Atlantic segment, which accounts for approximately half of our net generating capacity, includes four generating facilities with total net generating capacity of 5,244 MW.

The following tables summarize our Mid-Atlantic segment (in millions):

	Three Months Ended March 31,						Increase
	2008			2007
Realized gross margin	$	264		$	246		$	18
Unrealized gross margin		(300	)		(319	)		19
Total gross margin		(36	)		(73	)		37
Operating expenses:
Operations and maintenance		97			83			14
Depreciation and amortization		21			19			2
Gain on sales of assets, net		—			(1	)		1
Total operating expenses		118			101			17
Operating loss		(154	)		(174	)		20
Total other income, net		—			(1	)		1
Loss from continuing operations before reorganization items, net	$	(154	)	$	(173	)	$	19

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Gross Margin

	Three Months Ended March 31,						Increase/ (Decrease)
	2008			2007
Energy	$	165		$	157		$	8
Contracted and capacity		78			11			67
Incremental realized value of hedges		21			78			(57	)
Total realized gross margin		264			246			18
Unrealized gross margin		(300	)		(319	)		19
Total gross margin	$	(36	)	$	(73	)	$	37

The increase of $18 million in realized gross margin was principally a result of the following:

• an increase of $67 million in contracted and capacity related to higher capacity revenues as a result of the PJM Reliability Pricing Model under which we began to receive revenue in June 2007;

• a decrease of $57 million in incremental realized value of hedges for our generation output primarily as a result of a decrease in the amount by which the settlement value of power contracts exceeded market prices. This was partially offset by an increase in the amount by which market prices for coal exceeded the contract prices for our coal agreements; and

• an increase of $8 million in energy, primarily because of an increase in power prices and a decrease in emissions costs, substantially offset by an approximately 70% increase in the price of coal.

The increase of $19 million in unrealized gross margin was comprised of the following:

• unrealized losses of $300 million in 2008, which include a $316 million net decrease in the value of hedge contracts for future periods primarily related to increases in forward power and natural gas prices in 2008, partially offset by an increase of $16 million from power and fuel contracts that settled during the period for which net unrealized losses had been recorded in prior periods; and

• unrealized losses of $319 million in 2007, which include a $197 million net decrease in the value of hedge contracts for future periods primarily as a result of increases in forward power prices in 2007 and $122 million from power and fuel contracts that settled during the period for which net unrealized gains had been recorded in prior periods.

Operating Expenses

The increase of $17 million in operating expenses is primarily a result of a $14 million increase in operations and maintenance expense, which included an increase of $3 million in operating costs and $11 million in allocated corporate overhead costs. With the completion of several dispositions by Mirant in the second and third quarters of 2007 and the shutdown of units 3 and 4 of the Lovett generating facility in the second quarter of 2007, Mirant Mid-Atlantic received a greater allocation of Mirant’s corporate overhead costs in the three months ended March 31, 2008, than in the same period in 2007.

Northeast

Our Northeast segment is comprised of our facilities located in New York and New England with total net generating capacity of 2,506 MW.

8

The following tables summarize the operations of our Northeast segment (in millions):

	Three Months Ended March 31,						Increase/ (Decrease)
	2008			2007
Realized gross margin	$	61		$	90		$	(29	)
Unrealized gross margin		(9	)		(49	)		40
Total gross margin		52			41			11
Operating expenses:
Operations and maintenance		41			43			(2	)
Depreciation and amortization		6			7			(1	)
Gain on sales of assets, net		(4	)		(10	)		6
Total operating expenses		43			40			3
Operating income		9			1			8
Total other income, net		(1	)		(2	)		1
Income from continuing operations before reorganization items, net	$	10		$	3		$	7

Gross Margin

	Three Months Ended March 31,						Increase/ (Decrease)
	2008			2007
Energy	$	22		$	34		$	(12	)
Contracted and capacity		24			24			—
Incremental realized value of hedges		15			32			(17	)
Total realized gross margin		61			90			(29	)
Unrealized gross margin		(9	)		(49	)		40
Total gross margin	$	52		$	41		$	11

The decrease of $29 million in realized gross margin was principally a result of the following:

• a decrease of $17 million in incremental realized value of hedges for our generation output, primarily as a result of a decrease in the amount by which the settlement value of power contracts exceeded market prices, partially offset by an increase in the amount by which the settlement value of fuel contracts exceeded market prices; and

• a decrease of $12 million in energy, primarily because of lower generation volumes and increased fuel costs.

The increase of $40 million in unrealized gross margin was comprised of unrealized losses of $9 million in 2008 compared to $49 million in 2007, primarily from power and fuel contracts that settled during the period for which net unrealized gains had been recorded in prior periods.

Operating Expenses

The increase of $3 million in operating expenses was principally the result of the following:

• a decrease of $6 million in gain on sales of assets. In 2008, subsidiaries in our Northeast segment recognized a gain of $4 million related to emission allowances sold to entities outside Mirant. In 2007,

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subsidiaries in our Northeast segment recognized a gain of $10 million related to emission allowances sold to Mirant Mid-Atlantic, which are eliminated in the consolidated statement of operations; and

• a $2 million decrease in operations and maintenance expense, which included a decrease of $4 million in operating costs primarily as a result of the shutdown of Lovett units 3 and 4 in the second quarter of 2007, partially offset by $2 million of Lovett shutdown costs incurred in 2008.

California

Our California segment consists of the Pittsburg, Contra Costa and Potrero facilities with total net generating capacity of 2,347 MW.

The following tables summarize our California segment (in millions):

	Three Months Ended March 31,					Increase/ (Decrease)
	2008		2007
Realized gross margin	$	29	$	32		$	(3	)
Unrealized gross margin		—		—			—
Total gross margin		29		32			(3	)
Operating expenses:
Operations and maintenance		18		20			(2	)
Depreciation and amortization		4		3			1
Gain on sales of assets, net		—		(1	)		1
Total operating expenses		22		22			—
Operating income		7		10			(3	)
Total other income, net		—		(3	)		3
Income from continuing operations before reorganization items, net	$	7	$	13		$	(6	)

Gross Margin

	Three Months Ended March 31,
	2008		2007		Decrease
Energy	$	1	$	1	$	—
Contracted and capacity		28		31		(3	)
Total realized gross margin		29		32		(3	)
Unrealized gross margin		—		—		—
Total gross margin	$	29	$	32	$	(3	)

The decrease of $3 million in contracted and capacity is primarily related to extended outages at unit 3 of the Potrero generating facility in 2008.

Other Operations

Other Operations includes proprietary trading, fuel oil management, interest on debt at Mirant Americas Generation and Mirant North America and interest income on our invested cash balances.

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The following tables summarize our Other Operations segment (in millions):

	Three Months Ended March 31,						Increase/ (Decrease)
	2008			2007
Realized gross margin	$	11		$	17		$	(6	)
Unrealized gross margin		6			9			(3	)
Total gross margin		17			26			(9	)
Operating expenses:
Operations and maintenance		2			5			(3	)
Depreciation and amortization		—			1			(1	)
Total operating expenses		2			6			(4	)
Operating income		15			20			(5	)
Total other expense, net		48			59			(11	)
Loss from continuing operations before reorganization items, net	$	(33	)	$	(39	)	$	6

Gross Margin

	Three Months Ended March 31,				Decrease
	2008		2007
Energy	$	11	$	17	$	(6	)
Total realized gross margin		11		17		(6	)
Unrealized gross margin		6		9		(3	)
Total gross margin	$	17	$	26	$	(9	)

The decrease of $9 million in gross margin was principally a result of a decrease of $6 million in energy gross margin related to decreases in proprietary trading and fuel oil management activities compared to the same period in 2007.

Other Expense, Net

The decrease of $11 million in other expense, net is primarily related to lower interest expense in 2008 compared to the same period in 2007, as a result of lower outstanding debt.

Discontinued Operations

There were no discontinued operations for the three months ended March 31, 2008. For the three months ended March 31, 2007, loss from discontinued operations was $6 million and included Mirant Zeeland, Mirant Texas and Mirant NY-Gen. See Note E to our unaudited condensed consolidated financial statements contained elsewhere in this report for additional information related to dispositions and discontinued operations.

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Liquidity and Capital Resources

Sources of Funds

The principal sources of liquidity for our future operations and capital expenditures are expected to be: (1) existing cash on hand and cash flows from the operations of our subsidiaries; (2) letters of credit issued or borrowings made under Mirant North America’s $800 million senior secured revolving credit facility; (3) $200 million of letters of credit capacity available under the Mirant North America senior secured term loan; and (4) redemptions of preferred shares in Mirant Americas.

The table below sets forth total cash, cash equivalents and availability of credit facilities of Mirant Americas Generation and its subsidiaries (in millions):

	At March 31, 2008		At December 31, 2007
Cash and Cash Equivalents:
Mirant Americas Generation	$	20	$	1
Mirant North America		369		455
Mirant Mid-Atlantic		244		242
Total cash and cash equivalents		633		698
Less: Cash restricted and reserved for other purposes		—		—
Total available cash and cash equivalents		633		698
Available under credit facilities		680		710
Total cash, cash equivalents and credit facilities availability	$	1,313	$	1,408

We consider all short-term investments with an original maturity of three months or less to be cash equivalents. At March 31, 2008 and December 31, 2007, except for amounts held in bank accounts to cover upcoming payables, all of our cash and cash equivalents were invested in AAA-rated U.S. Treasury money market funds.

Mirant Americas Generation is a holding company. The chart below is a summary representation of our capital structure and is not a complete organizational chart.

A significant portion of cash from our operations is generated by the power generation facilities of Mirant Mid-Atlantic. Under the Mirant Mid-Atlantic leveraged leases, Mirant Mid-Atlantic is subject to a covenant that restricts its right to make distributions to Mirant North America. Mirant Mid-Atlantic’s ability to satisfy the criteria set by that covenant in the future could be impaired by factors which negatively affect the performance of its power generation facilities, including interruptions in operation or curtailment of operations to comply with environmental restrictions.

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Our subsidiary Mirant North America is an intermediate holding company that is the parent of our operating subsidiaries, including Mirant Mid-Atlantic. Mirant North America incurred certain indebtedness pursuant to its senior notes and senior secured credit facilities secured by the assets of Mirant North America and its subsidiaries (other than Mirant Mid-Atlantic and Mirant Energy Trading). The indebtedness of Mirant North America includes certain covenants typical in such notes and credit facilities, including restrictions on dividends, distributions and other restricted payments. Further, the notes and senior secured credit facilities include financial covenants that will exclude from the calculation the financial results of any subsidiary that is unable to make distributions or dividends at the time of such calculation. Thus, the ability of Mirant Mid-Atlantic to make distributions to Mirant North America under the leveraged lease transaction could have a material effect on the calculation of the financial covenants under the senior notes and senior secured credit facilities of Mirant North America and on its ability to make distributions to us.

At March 31, 2008, Mirant North America had distributed to us all available cash that was permitted to be distributed under the terms of its debt agreements, leaving $613 million at Mirant North America and its subsidiaries. Of this amount, $244 million was held by Mirant Mid-Atlantic which, as of March 31, 2008, met the tests under the leveraged lease documentation permitting it to make distributions to Mirant North America. After taking into account the financial results of Mirant North America for the three months ended March 31, 2008, we expect Mirant North America will be able to distribute approximately $78 million to us in May 2008.

Our ability to pay our obligations is dependent on the receipt of dividends from Mirant North America, capital contributions from Mirant, redemptions of the Mirant Americas preferred shares and our ability to refinance all or a portion of those obligations as they become due. Maintaining sufficient liquidity in our business is crucial in order to mitigate the risk of future financial distress to us. Accordingly, we plan on a prospective basis for the expected liquidity requirements of our business considering the factors listed below:

• expected expenditures with respect to capital improvements and maintenance activities, and related outages;

• expected collateral posted in support of our business;

• effects of market price volatility on the amount of collateral posted for economic hedge transactions and risk management transactions;

• effects of market price volatility on fuel pre-payment requirements;

• seasonal and intra-month working capital requirements; and

• debt service obligations.

Our operating cash flows may be affected by, among other things: (1) demand for electricity; (2) the difference between the cost of fuel used to generate electricity and the market value of the electricity generated; (3) commodity prices (including prices for electricity, emissions allowances, natural gas, coal and oil); (4) the cost of ordinary course operations and maintenance expenses; (5) planned and unplanned outages; (6) terms with trade creditors; and (7) cash requirements for capital expenditures relating to certain facilities (including those necessary to comply with environmental regulations).

Uses of Funds

Our requirements for liquidity and capital resources, other than for the day-to-day operation of our generating facilities, are significantly influenced by the following activities: (1) capital expenditures required to keep our power generating facilities in operation; (2) debt service; (3) our asset management and proprietary trading activities; and (4) the Mirant Mid-Atlantic operating leases.

Capital Expenditures. Our capital expenditures for the three months ended March 31, 2008, were $142 million. Our estimated capital expenditures for the period April 1, 2008, through 2010 are $1.595 billion. See Overview in this Item 2 for further discussion of our capital expenditures.

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Cash Collateral and Letters of Credit. In order to sell power and purchase fuel in the forward markets and perform other energy trading and marketing activities, we are often required to provide trade credit support to our counterparties or make deposits with brokers. In addition, we are often required to provide cash collateral or letters of credit for access to the transmission grid, to participate in power pools, to fund debt service reserves and for other operating activities. Trade credit support includes cash collateral, letters of credit and financial guarantees. In the event that we default, the counterparty can draw on a letter of credit or apply cash collateral held to satisfy the existing amounts outstanding under an open contract.

As of March 31, 2008, we had approximately $151 million of posted cash collateral and $320 million of letters of credit outstanding primarily to support our asset management activities, debt service and rent reserve requirements and other commercial arrangements. Of the letters of credit outstanding at March 31, 2008, $200 million was posted by Mirant North America under its senior secured term loan and the remainder was issued under Mirant North America’s $800 million senior secured revolving credit facility. Our liquidity requirements are highly dependent on the level of our hedging activity, forward prices for energy, emissions allowances and fuel, commodity market volatility and credit terms with third parties.

The following table summarizes cash collateral posted with counterparties and brokers and letters of credit issued as of March 31, 2008 and December 31, 2007 (in millions):

	At March 31, 2008		At December 31, 2007
Cash collateral posted—energy trading and marketing	$	141	$	96
Cash collateral posted—other operating activities		10		12
Letters of credit—energy trading and marketing		130		100
Letters of credit—debt service and rent reserves		78		78
Letters of credit—other operating activities		112		112
Total	$	471	$	398

Debt Obligations, Off-Balance Sheet Arrangements and Contractual Obligations

The following represents a significant change to our debt obligations, off-balance sheet arrangements and contractual obligations as of March 31, 2008, from those presented in our Annual Report on Form 10-K for the year ended December 31, 2007.

In the first quarter of 2008, we entered into additional fuel commitments, primarily related to long-term coal agreements. As of March 31, 2008, we have approximately $806 million of fuel commitments. Of this amount, $216 million relates to the remainder of 2008, $279 million relates to 2009, $152 million relates to 2010, $139 million relates to 2011 and $20 million relates to 2012. At December 31, 2007, our total estimated fuel commitments were approximately $506 million, of which $314 million related to 2008 and $192 million related to 2009. We have no fuel commitments for periods beyond 2012.

Cash Flows

Continuing Operations

Operating Activities. Our cash provided by operating activities is affected by seasonality, changes in energy prices and fluctuations in our working capital requirements. Cash provided by operating activities from continuing operations increased $37 million for the three months ended March 31, 2008, compared to the same period in 2007, primarily as a result of the following:

• an increase of $34 million because of changes in funds on deposit. In 2008, we posted an additional $43 million of cash collateral compared to an additional $77 million in 2007;

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• an increase of $28 million related to other changes in working capital and noncash adjustments to net income;

• an increase of $8 million because of a decrease in interest expense, net. Interest income for 2008 decreased as a result of lower cash balances primarily related to cash outflows for capital expenditures and lower interest rates. Interest expense decreased as a result of lower outstanding debt and lower interest rates, primarily at Mirant North America; partially offset by

• a decrease of $7 million related to an increase in operations and maintenance expenses; and

• a decrease in realized gross margin of $26 million in 2008, compared to the same period in 2007. See Results of Operations for additional discussion of our performance in 2008 compared to the same period in 2007.

Investing Activities. Net cash used in investing activities from continuing operations increased by $64 million for the three months ended March 31, 2008, compared to the same period in 2007, as a result of an increase in capital expenditures because of our environmental capital expenditures for our Maryland generating facilities.

Financing Activities. Net cash used in financing activities from continuing operations decreased $48 million for the three months ended March 31, 2008, compared to the same period in 2007. This difference was primarily a result of the following:

• an increase of $29 million in repayments of long-term debt-nonaffiliate. In 2008, we purchased and retired $26 million of our senior notes due in 2011. In addition, we paid $136 million on the Mirant North America senior secured term loan compared to $133 million for the same period in 2007;

• a decrease as a result of $27 million in capital contributions from Mirant Americas primarily for the purchase of our bonds;

• an increase of $6 million as a result of the repayment of long-term debt affiliate in 2008; and

• a decrease of $57 million as a result of a distribution of $59 million to our member in 2008, as compared to $116 million in the same period in 2007.

Discontinued Operations

Operating Activities. In 2008, net cash provided by operating activities from discontinued operations was a result of final working capital adjustments related to the 2007 dispositions. In 2007, net cash provided by operating activities from discontinued operations included cash flows from the Zeeland and Bosque natural gas-fired facilities and Mirant NY-Gen.

Investing Activities. In 2008, net cash provided by investing activities from discontinued operations was $18 million, of which $16 million was related to insurance recoveries for repairs of the Swinging Bridge facility of Mirant NY-Gen.

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B. Mirant North America

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements of Mirant North America and the notes thereto, which are included elsewhere in this report.

Overview

Mirant North America, an indirect wholly-owned subsidiary of Mirant and a direct subsidiary of Mirant Americas Generation, is a competitive energy company that produces and sells electricity. Mirant North America owns or leases approximately 10,097 MW of net electric generating capacity, which reflects the exclusion of 183 MW related to unit 5 of the Lovett generating facility that was shut down on April 19, 2008. Mirant North America’s net electric generating capacity is located in the Mid-Atlantic and Northeast regions and in California. Mirant North America also operates an integrated asset management and energy marketing organization based in Atlanta, Georgia.

Capital Expenditures and Capital Resources

Refer to “Capital Expenditures and Capital Resources” above for Mirant Americas Generation.

Coal Prices

Refer to “Coal Prices” above for Mirant Americas Generation.

Consolidated Financial Performance

We reported a net loss of $133 million and $167 million for the periods ended March 31, 2008 and 2007, respectively. The change in net loss is detailed as follows (in millions):

	Three Months Ended March 31,						Increase
	2008			2007			(Decrease)
Realized gross margin	$	365		$	391		$	(26	)
Unrealized gross margin		(303	)		(359	)		56
Total gross margin		62			32			30
Operating expenses:
Operations and maintenance
Nonaffiliate		86			86			—
Affiliate		72			65			7
Depreciation and amortization		31			30			1
Gain on sales of assets, net		(4	)		(2	)		(2	)
Total operating expenses		185			179			6
Operating loss		(123	)		(147	)		24
Other expense (income), net
Nonaffiliate		11			17			(6	)
Affiliate		(1	)		(2	)		1
Total other expense, net		10			15			(5	)
Loss from continuing operations before reorganization items, net		(133	)		(162	)		29
Reorganization items, net		—			(1	)		1
Loss from continuing operations		(133	)		(161	)		28
Loss from discontinued operations		—			(6	)		6
Net Loss	$	(133	)	$	(167	)	$	34

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Results of Operations

The following discussion of our performance is organized by reportable segment, which is consistent with the way we manage our business.

The Mid-Atlantic region includes our Chalk Point, Morgantown, Dickerson and Potomac River facilities. The Northeast region includes our Bowline, Canal, Kendall, Lovett and Martha’s Vineyard facilities. The California region includes our Pittsburg, Contra Costa and Potrero facilities. Other Operations includes proprietary trading, fuel oil management activities, expenses, interest on our debt and interest income on our invested cash balances.

Operating Statistics

Refer to “Operating Statistics” in “Results of Operations—Mirant Americas Generation” above for capacity factor and power generation volumes by region.

Gross Margin

Refer to “Gross Margin” in “Results of Operations—Mirant Americas Generation” above for realized and unrealized gross margin by operating region, additional related details and variance explanations.

Mid-Atlantic

Refer to “Mid-Atlantic” in “Results of Operations—Mirant Americas Generation” above for our Mid-Atlantic segment summary.

Northeast

Refer to “Northeast” in “Results of Operations—Mirant Americas Generation” above for our Northeast segment summary.

California

Refer to “California” in “Results of Operations—Mirant Americas Generation” above for our California segment summary.

Other Operations

Other Operations includes proprietary trading, fuel oil management, interest on our debt and interest income on our invested cash balances.

The following table summarizes our Other Operations segment (in millions):

	Three Months Ended March 31,					Increase/ (Decrease)
	2008		2007
Realized gross margin	$	11	$	17		$	(6	)
Unrealized gross margin		6		9			(3	)
Total gross margin		17		26			(9	)
Operating expenses:
Operations and maintenance		2		5			(3	)
Depreciation and amortization		—		1			(1	)
Total operating expenses		2		6			(4	)
Operating income		15		20			(5	)
Total other expense, net		11		21			(10	)
Income (loss) from continuing operations before reorganization items, net	$	4	$	(1	)	$	5

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Gross Margin

Refer to “Other Operations” in “Results of Operations—Mirant Americas Generation” above for our gross margin table and variance explanations.

Other Expense, Net

The decrease of $10 million in other expense, net is primarily related to lower interest expense in 2008 compared to the same period in 2007, as a result of lower outstanding debt and lower interest rates.

Discontinued Operations

Refer to “Discontinued Operations” in “Results of Operations—Mirant Americas Generation” above for our discontinued operations summary.

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Liquidity and Capital Resources

Sources of Funds

The principal sources of liquidity for our future operations and capital expenditures are expected to be: (1) existing cash on hand and cash flows from the operations of our subsidiaries; (2) letters of credit issued or borrowings made under our $800 million senior secured revolving credit facility; (3) $200 million of letters of credit capacity available under our senior secured term loan; and (4) redemptions of preferred shares in Mirant Americas.

The table below sets forth total cash, cash equivalents and availability of credit facilities of Mirant North America and its subsidiaries (in millions):

	At March 31, 2008		At December 31, 2007
Cash and Cash Equivalents:
Mirant North America	$	369	$	455
Mirant Mid-Atlantic		244		242
Total cash and cash equivalents		613		697
Less: Cash restricted and reserved for other purposes		—		—
Total available cash and cash equivalents		613		697
Available under credit facilities		680		710
Total cash, cash equivalents and credit facilities availability	$	1,293	$	1,407

We consider all short-term investments with an original maturity of three months or less to be cash equivalents. At March 31, 2008 and December 31, 2007, except for amounts held in bank accounts to cover upcoming payables, all of our cash and cash equivalents were invested in AAA-rated U.S. Treasury money market funds.

Mirant North America is a holding company. The chart below is a summary representation of our capital structure and is not a complete organizational chart.

A significant portion of cash from our operations is generated by the power generation facilities of Mirant Mid-Atlantic. Under the Mirant Mid-Atlantic leveraged leases, Mirant Mid-Atlantic is subject to a covenant that restricts its right to make distributions to us. Mirant Mid-Atlantic’s ability to satisfy the criteria set by that covenant in the future could be impaired by factors which negatively affect the performance of its power generation facilities, including interruptions in operation or curtailment of operations to comply with environmental restrictions.

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We have incurred certain indebtedness pursuant to our senior notes and senior secured credit facilities secured by our assets and the assets of our subsidiaries (other than Mirant Mid-Atlantic and Mirant Energy Trading). Our indebtedness includes certain covenants typical in such notes and credit facilities, including restrictions on dividends, distributions and other restricted payments. Further, the notes and senior secured credit facilities include financial covenants that will exclude from the calculation the financial results of any subsidiary that is unable to make distributions or dividends at the time of such calculation. Thus, the ability of Mirant Mid-Atlantic to make distributions to us under the leveraged lease transaction could have a material effect on the calculation of the financial covenants under our senior notes and senior secured credit facilities and on our ability to make distributions to Mirant Americas Generation.

At March 31, 2008, we had distributed to Mirant Americas Generation all available cash that was permitted to be distributed under the terms of our debt agreements, leaving $613 million with us and our subsidiaries. Of this amount, $244 million was held by Mirant Mid-Atlantic which, as of March 31, 2008, met the tests under the leveraged lease documentation permitting it to make a distribution to us. After taking into account our financial results for the three months ended March 31, 2008, we expect that we will be able to distribute approximately $78 million to Mirant Americas Generation in May 2008.

Our ability to pay our obligations is dependent on the receipt of dividends from Mirant Mid-Atlantic, capital contributions from Mirant, redemptions of the Mirant America’s preferred shares and our ability to refinance all or a portion for those obligations as they become due. Maintaining sufficient liquidity in our business is crucial in order to mitigate the risk of future financial distress to us. Accordingly, we plan on a prospective basis for the expected liquidity requirements of our business considering the factors listed below:

• expected expenditures with respect to capital improvements and maintenance activities, and related outages;

• expected collateral posted in support of our business;

• effects of market price volatility on the amount of collateral posted for economic hedge transactions and risk management transactions;

• effects of market price volatility on fuel pre-payment requirements;

• seasonal and intra-month working capital requirements; and

• debt service obligations.

Our operating cash flows may be affected by, among other things: (1) demand for electricity; (2) the difference between the cost of fuel used to generate electricity and the market value of the electricity generated; (3) commodity prices (including prices for electricity, emissions allowances, natural gas, coal and oil); (4) the cost of ordinary course operations and maintenance expenses; (5) planned and unplanned outages; (6) terms with trade creditors; and (7) cash requirements for capital expenditures relating to certain facilities (including those necessary to comply with environmental regulations).

Uses of Funds

Our requirements for liquidity and capital resources, other than for the day-to-day operation of our generating facilities, are significantly influenced by the following activities: (1) capital expenditures required to keep our power generating facilities in operation; (2) debt service; (3) our asset management and proprietary trading activities; and (4) the Mirant Mid-Atlantic operating leases.

Capital Expenditures. Our capital expenditures for the three months ended March 31, 2008, were $142 million. Our estimated capital expenditures for the period April 1, 2008, through 2010 are $1.595 billion. See “Capital Expenditures and Capital Resources above under Mirant Americas Generation “Overview” for further discussion of our capital expenditures.

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Cash Collateral and Letters of Credit. In order to sell power and purchase fuel in the forward markets and perform other energy trading and marketing activities, we are often required to provide trade credit support to our counterparties or make deposits with brokers. In addition, we are often required to provide cash collateral or letters of credit for access to the transmission grid, to participate in power pools, to fund debt service reserves and for other operating activities. Trade credit support includes cash collateral, letters of credit and financial guarantees. In the event that we default, the counterparty can draw on a letter of credit or apply cash collateral held to satisfy the existing amounts outstanding under an open contract.

As of March 31, 2008, we had approximately $151 million of posted cash collateral and $320 million of letters of credit outstanding primarily to support our asset management activities, debt service and rent reserve requirements and other commercial arrangements. Of the letters of credit outstanding at March 31, 2008, $200 million was posted under our senior secured term loan and the remainder was issued under our $800 million senior secured revolving credit facility. Our liquidity requirements are highly dependent on the level of our hedging activity, forward prices for energy, emissions allowances and fuel, commodity market volatility and credit terms with third parties.

The following table summarizes cash collateral posted with counterparties and brokers and letters of credit issued as of March 31, 2008 and December 31, 2007 (in millions):

	At March 31, 2008		At December 31, 2007
Cash collateral posted—energy trading and marketing	$	141	$	96
Cash collateral posted—other operating activities		10		12
Letters of credit—energy trading and marketing		130		100
Letters of credit—debt service and rent reserves		78		78
Letters of credit—other operating activities		112		112
Total	$	471	$	398

Debt Obligations, Off-Balance Sheet Arrangements and Contractual Obligations

The following represents a significant change to our debt obligations, off-balance sheet arrangements and contractual obligations as of March 31, 2008, from those presented in our Annual Report on Form 10-K for the year ended December 31, 2007.

In the first quarter of 2008, we entered into additional fuel commitments, primarily related to long-term coal agreements. As of March 31, 2008, we have approximately $806 million of fuel commitments. Of this amount, $216 million relates to the remainder of 2008, $279 million relates to 2009, $152 million relates to 2010, $139 million relates to 2011 and $20 million relates to 2012. At December 31, 2007, our total estimated fuel commitments were approximately $506 million, of which $314 million related to 2008 and $192 million related to 2009. We have no fuel commitments for periods beyond 2012.

Cash Flows

Continuing Operations

Operating Activities. Our cash provided by operating activities is affected by seasonality, changes in energy prices and fluctuations in our working capital requirements. Cash provided by operating activities from continuing operations increased $22 million for the three months ended March 31, 2008, compared to the same period in 2007, primarily as a result of the following:

• an increase of $34 million because of changes in funds on deposit. In 2008, we posted an additional $43 million of cash collateral compared to an additional $77 million in 2007;

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• an increase of $15 million related to other changes in working capital and noncash adjustments to net income;

• an increase of $6 million because of a decrease in interest expense, net. Interest income for 2008 decreased as a result of lower cash balances related to cash outflows for capital expenditures and lower interest rates and debt repayment. Interest expense decreased as a result of lower outstanding debt and lower interest rates; partially offset by

• a decrease of $7 million related to an increase in operations and maintenance expenses; and

• a decrease in realized gross margin of $26 million in 2008, compared to the same period in 2007. See Results of Operations for additional discussion of our performance in 2008 compared to the same period in 2007.

Investing Activities. Net cash used in investing activities from continuing operations increased $64 million for the three months ended March 31, 2008, compared to the same period of 2007 as a result of an increase in capital expenditures because of our environmental capital expenditures for our Maryland generating facilities.

Financing Activities. Net cash used in financing activities from continuing operations decreased $63 million for the three months ended March 31, 2008, compared to the same period in 2007. This difference was primarily a result of the following:

• an increase of $3 million in repayment of long-term debt-nonaffiliate. We paid $136 million on the Mirant North America senior secured term loan compared to $133 million for the same period in 2007;

• an increase of $20 million as a result of the repayment of long-term debt-affiliate in 2008; and

• a decrease of $87 million as a result of a distribution of $64 million to our member in 2008, as compared to $151 million in the same period in 2007.

Discontinued Operations

Operating Activities. In 2008, net cash provided by operating activities from discontinued operations was a result of final working capital adjustments related to the 2007 dispositions. In 2007, net cash provided by operating activities from discontinued operations included cash flows from the Zeeland and Bosque natural gas-fired facilities and Mirant NY-Gen.

Investing Activities. In 2008, net cash provided by investing activities from discontinued operations was $18 million, of which $16 million was related to insurance recoveries for repairs of the Swinging Bridge facility of Mirant NY-Gen.

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C. Mirant Mid-Atlantic

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements of Mirant Mid-Atlantic and the notes thereto, which are included elsewhere in this report.

Overview

Mirant Mid-Atlantic, an indirect wholly-owned subsidiary of Mirant and Mirant Americas Generation and a direct subsidiary of Mirant North America, is a competitive energy company that produces and sells electricity. Mirant Mid-Atlantic owns or leases approximately 5,244 MW of net electric generating capacity in the Mid-Atlantic region.

Capital Expenditures and Capital Resources

For the three months ended March 31, 2008, we paid $136 million for capital expenditures, of which $112 million related to the Maryland Healthy Air Act. Through March 31, 2008, we have paid approximately $612 million for capital expenditures related to the Maryland Healthy Air Act. The following table details our estimated capital expenditures, excluding capitalized interest, for the remainder of 2008 through 2010 (in millions):

	2008		2009		2010
Maryland Healthy Air Act	$	590	$	277	$	121
Other environmental		39		49		10
Maintenance		66		120		102
Construction		66		38		5
Other		3		2		2
Total	$	764	$	486	$	240

We expect that available cash, future cash flows from operations together with redemptions of the Series A preferred shares in Mirant Americas and capital contributions from Mirant North America will be sufficient to fund these capital expenditures.

Coal Prices

Refer to “Coal Prices” above for Mirant Americas Generation.

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Consolidated Financial Performance

We reported a net loss of $154 million and $173 million for the periods ended March 31, 2008 and 2007, respectively. The change in net loss is detailed as follows (in millions):

	Three Months Ended March 31,
	2008			2007			Increase
Realized gross margin	$	264		$	246		$	18
Unrealized gross margin		(300	)		(319	)		19
Total gross margin		(36	)		(73	)		37
Operating expenses:
Operations and maintenance
Nonaffiliate		55			50			5
Affiliate		42			33			9
Depreciation and amortization		21			19			2
Gain on sales of assets, net		—			(1	)		1
Total operating expenses		118			101			17
Operating loss		(154	)		(174	)		20
Other expense (income), net
Nonaffiliate		—			(1	)		1
Net Loss	$	(154	)	$	(173	)	$	19

Results of Operations

Operating Statistics

Our Net Capacity Factor for the three months ended March 31, 2008, was 36% compared to 37% for the same period in 2007. Our power generation volumes for the three months ended March 31, 2008 (in gigawatt hours) were 4,189 compared to 4,235 for the same period in 2007. See “Operating Statistics” in “Results of Operations—Mirant Americas Generation” above for additional details on capacity factor and power generation volumes by region.

Gross Margin

Refer to “Mid-Atlantic” in “Results of Operations—Mirant Americas Generation” above for Mirant Mid-Atlantic’s realized and unrealized gross margin, additional related details and variance explanations.

Operating Expenses

Refer to “Mid-Atlantic” in “Results of Operations—Mirant Americas Generation” above for Mirant Mid-Atlantic’s operating expenses variance explanations.

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Liquidity and Capital Resources

Sources of Funds

Our liquidity and capital requirements are primarily a function of our capital expenditures, rent expense for operating leases, contractual obligations, legal settlements and working capital needs. Cash provided by operating activities totaled $229 million for each of the three month periods ended March 31, 2008 and 2007. We expect to fund the approximately $1.6 billion of anticipated capital expenditures through 2010 to comply with the requirements for SO2 and NOx emissions under the Maryland Healthy Air Act with funds from operating activities, the Series A preferred shares in Mirant Americas and capital contributions from Mirant North America.

Debt Obligations, Off-Balance Sheet Arrangements and Contractual Obligations

The following represents a significant change to our debt obligations, off-balance sheet arrangements and contractual obligations as of March 31, 2008, from those presented in our Annual Report on Form 10-K for the year ended December 31, 2007.

In the first quarter of 2008, we entered into additional fuel commitments through our affiliate, Mirant Energy Trading, primarily related to long-term coal agreements. As of March 31, 2008, we have approximately $806 million of fuel commitments. Of this amount, $216 million relates to the remainder of 2008, $279 million relates to 2009, $152 million relates to 2010, $139 million relates to 2011 and $20 million relates to 2012. At December 31, 2007, our total estimated fuel commitments were approximately $506 million, of which $314 million related to 2008 and $192 million related to 2009. We have no fuel commitments for periods beyond 2012.

Cash Flows

Operating Activities. Our cash provided by operating activities is affected by seasonality, changes in energy prices and fluctuations in our working capital requirements. Net cash provided by operating activities was $229 million for each of the three month periods ended March 31, 2008 and 2007. Cash provided by operating activities for the period was affected by:

• an increase in realized gross margin of $18 million in 2008, compared to the same period in 2007. See Results of Operations for additional discussion of our performance in 2008 compared to the same period in 2007; offset by

• a decrease of $14 million related to an increase in operations and maintenance expenses; and

• a decrease of $4 million related to other changes in working capital and noncash adjustments to net income.

Investing Activities. Net cash used in investing activities increased by $67 million for the three months ended March 31, 2008, compared the same period in 2007, primarily as a result of an increase in capital expenditures because of our environmental capital expenditures for our Maryland generating facilities.

Financing Activities. Net cash used in financing activities increased $90 million for the three months ended March 31, 2008, compared to the same period in 2007. This difference was primarily a result of the receipt of $60 million of capital contributions in 2008 and a distribution to our member of $150 million in 2008.

Other Developments

Shut Down of Lovett Generation Facility (Mirant Americas Generation and Mirant North America). In 2000, the State of New York issued an NOV to the previous owner of our Lovett facility alleging NSR violations associated with the operation of that facility prior to its acquisition by us. On June 11, 2003, Mirant New York, Mirant Lovett and the State of New York entered into a consent decree (the “2003 Consent Decree”). The 2003 Consent Decree was approved by the Bankruptcy Court on October 15, 2003. Under the 2003 Consent Decree,

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Mirant Lovett had three options: (1) install emissions controls on Lovett’s two coal-fired units; (2) shut down unit 5 and convert unit 4 to natural gas; or (3) shut down both coal-fired units in 2007 and 2008. We concluded that the installation of the required emissions controls was uneconomic. We also concluded that operating unit 4 on natural gas was uneconomic.

On October 19, 2006, Mirant Lovett notified the New York Public Service Commission, the NYISO, Orange and Rockland and certain other affected transmission and distribution companies in New York of its intent to discontinue operation of units 3 and 5 of the Lovett facility in April 2007. The 2003 Consent Decree imposed similar requirements with respect to unit 4 that had to be met by April 30, 2008.

On May 10, 2007, Mirant Lovett entered into an amendment to the 2003 Consent Decree with the State of New York that switched the deadlines for shutting down units 4 and 5 so that the deadline for compliance by unit 5 was extended until April 30, 2008, and the deadline for unit 4 was shortened. We discontinued operation of unit 4 as of May 7, 2007. In addition, we discontinued operation of unit 3 because it was uneconomic to run the unit.

On October 20, 2007, Mirant Lovett submitted notices of its intent to discontinue operations of unit 5 of the Lovett generating facility as of midnight on April 19, 2008, to the New York Public Service Commission, the NYISO, Orange and Rockland and several other potentially affected transmission and distribution companies in New York. We shut down unit 5 on April 19, 2008, and we have begun to dismantle the Lovett facility. We expect the decommissioning of the Lovett facility to cost approximately $20 million. The exact amount and timing of such expenditures is not presently known.

Water Regulations (Mirant Americas Generation, Mirant North America and Mirant Mid-Atlantic). We are required under the Clean Water Act to comply with intake and discharge requirements, requirements for technological controls and operating practices. To discharge water, we must have permits under the Clean Water Act. Such permits typically are subject to review every five years. As with air quality regulations, federal and state water regulations are expected to impose additional and more stringent requirements or limitations in the future. This is particularly the case for regulatory requirements governing cooling water intake structures, which are subject to regulation under section 316(b) of the Clean Water Act. A 2007 decision by the United States Court of Appeals for the Second Circuit in Riverkeeper Inc. et al v. EPA, in which the court remanded to the EPA for reconsideration numerous provisions of the EPA’s section 316(b) regulations for existing power plants, has created substantial uncertainty about what technologies or other measures will be needed to satisfy section 316(b) requirements in the future and when any new requirements will be imposed. On April 14, 2008, the United States Supreme Court granted a petition for a writ of certiorari in the Riverkeeper case on the limited question of whether Section 316(b) of the Clean Water Act authorizes the EPA to compare costs with benefits in determining the best technology available for minimizing adverse environmental impact at cooling water structures. The EPA has not indicated what impact, if any, the Court’s review of this question will have on the EPA’s reconsideration of other aspects of the Section 316(b) regulations.

Kendall NPDES and Surface Water Discharge Permit (Mirant Americas Generation and Mirant North America). On September 26, 2006, the Massachusetts Department of Environmental Protection (“MADEP”) and the EPA jointly issued to Mirant Kendall a Surface Water Discharge Permit (“SWDP”), a water quality certificate and an NPDES permit for the Kendall generating facility. The new permits impose new temperature limits at various points in the Charles River, an extensive temperature, water quality and biological monitoring program and a requirement to develop and install a barrier net system to reduce fish impingement and entrainment. The provisions regulating the thermal discharge could cause substantial curtailments of the operations of the Kendall facility. Mirant Kendall has appealed the permits in three proceedings: (1) appeal of the NPDES permit to the Environmental Appeals Board; (2) appeal of the SWDP to the Massachusetts Department of Environmental Protection; and (3) appeal of the water quality certification to the Massachusetts Department of Environmental Protection. The effect of the permits has been stayed pending the outcome of these appeals. The two appeals to the Massachusetts Department of Environmental Protection have been stayed pending the outcome of the appeal to the Environmental Appeals Board. On September 28, 2007, the Environmental Appeals Board stayed the appeal proceedings until April 18, 2008, in order for the EPA to address the sections of the

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permit that are affected by the EPA’s suspension of the 316(b) regulations as described above under “Water Regulations.” On March 6, 2008, the EPA and the MADEP issued a draft permit modification to address the 316(b) provisions of the permit. On April 23, 2008, the Environmental Appeals Board, at the EPA’s request, extended the stay of the appeal proceedings until May 28, 2008. On May 1, 2008, Mirant Kendall submitted comments on the draft permit modification. We are unable to predict the outcome of these proceedings.

Northeast Region—ISO New England Forward Capacity Market (Mirant Americas Generation and Mirant North America). Our New England facilities participate in a market administered by ISO-NE. ISO-NE utilizes a locational marginal pricing model similar to that used in PJM and NYISO.

On March 6, 2006, a settlement proposal was filed with the FERC among ISO-NE and multiple market participants for a forward capacity market (the “FCM”) under which annual capacity auctions would be conducted for supply three years in advance of provision. The settlement provided for a four-year transition period during which capacity suppliers receive a set price for their capacity commencing on December 1, 2006, and continuing with price escalators through May 31, 2010. The first auction took place in February 2008 for the period June 1, 2010 to May 31, 2011. The clearing price was $4.50 per kW-month, which was the price floor established as part of the FCM settlement. Our generating facilities located in the ISO-NE market receive a capacity payment based on our pro-rata share of the capacity that was sold in the auction. The next auction for the period June 1, 2011 to May 31, 2012, will be held in December 2008. Beginning December 1, 2006, we began receiving capacity revenues under the FCM transition period. The FERC’s orders approving and implementing the FCM were appealed by various parties to the United States Court of Appeals for the District of Columbia Circuit (the “DC Circuit”). On March 28, 2008, the DC Circuit affirmed FERC’s approval of the FCM, including its transition period payments. The DC Circuit, however, rejected one element of the FCM that dealt with the legal standard of review for future challenges by non-settling parties to the transition payments and final auction prices. The DC Circuit rejected the more stringent “public interest” standard of review and found that the “just and reasonable” standard of review applies to non-settling parties. We do not think that a change to the legal standard of review will have an impact on the FCM or the capacity payments we receive under the FCM.

Mirant Potomac River State Operating Permits (Mirant Americas Generation, Mirant North America and Mirant Mid-Atlantic). On May 23, 2007, the Virginia State Air Pollution Control Board directed the Virginia DEQ to issue a state operating permit (the “Permit”) for the Potomac River facility that significantly restricted the facility’s operations by imposing stringent limits on its SO2 emissions and constraining unit operations so that no more than three of the facility’s five units can operate at one time. We think these limits and constraints are unreasonable and arbitrary. The Virginia DEQ issued the Permit as directed on June 1, 2007. In June 2007, Mirant Potomac River filed a petition for appeal in the Circuit Court of the City of Richmond, Virginia, seeking to set aside the Virginia State Air Pollution Control Board’s directive of May 23, 2007, and the Permit issued by the Virginia DEQ on June 1, 2007. In March 2008, the Circuit Court of the City of Richmond upheld the Virginia State Air Pollution Control Board’s directive and the Permit. We have appealed that decision.

The Virginia State Air Pollution Control Board has stated that the Permit is intended to be supplanted by a more comprehensive permit. On October 19, 2007, the Virginia DEQ published a draft of a more comprehensive permit to solicit comments from the public. If it had been adopted as proposed, this comprehensive permit would have also imposed stringent limits on SO2 emissions that would have continued to limit Mirant Potomac River to operating no more than three of the five units of the Potomac River generating facility at any one time. On November 30, 2007, the Virginia State Air Pollution Control Board directed the Virginia DEQ to develop an alternative state operating permit that would require completion of a proposed project to merge the stacks of certain of the units at the Potomac River facility, set a single SO2 emissions limit for the facility and allow for greater operating flexibility. On December 21, 2007, the Virginia DEQ published a draft of this alternative state operating permit for public comment. If approved as currently drafted with some minor modifications, this alternative state operating permit would enable Mirant Potomac River to operate all five units of the facility at one time. In March 2008, the Virginia State Air Pollution Control Board set aside consideration of the draft permit published October 19, 2007, to focus its attention on the draft permit published December 21, 2007. We anticipate that the Virginia State Air Pollution Control Board will consider this proposed permit in May 2008.

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Critical Accounting Estimates (Mirant Americas Generation, Mirant North America and Mirant Mid-Atlantic)

The sections below contain material updates to our summary of critical accounting estimates included under Item 7, Management’s Discussion and Analysis of Results of Operations and Financial Condition, in the respective Annual Report on Form 10-K of Mirant Americas Generation, Mirant North America and Mirant Mid-Atlantic for the year ended December 31, 2007.

Fair Value Measurements

Nature of Estimates Required. We measure fair value on a recurring basis for derivative energy contracts that economically hedge our electricity generating facilities or that are used in our proprietary trading activities. We use a variety of derivative contracts, such as forwards, futures, swaps and option contracts, in the management of our business. Such derivative contracts have varying terms and durations, or tenors, which range from a few days to a number of years, depending on the instrument.

Pursuant to SFAS 133, derivative contracts are reflected in our financial statements at fair value, with changes in fair value recognized currently in earnings unless they qualify for a scope exception. Management considers fair value techniques and valuation adjustments related to credit and liquidity to be critical accounting estimates. These estimates are considered significant because they are highly susceptible to change from period to period and are dependent on many subjective factors. The fair value of derivative contracts is included in price risk management assets and liabilities in our consolidated balance sheets. Transactions that do not qualify for fair value accounting under SFAS 133, are either not derivatives or qualify for a scope exception, and are accounted for under accrual accounting. With the adoption of SFAS 157 on January 1, 2008, we will no longer defer inception gains and losses.

Key Assumptions and Approach Used. Determining the fair value of our derivatives is based largely on quoted prices from exchanges and independent brokers in active markets. Our view is that these prices represent the best available information for valuation purposes. For most delivery locations and tenors where we have positions, we receive multiple independent broker price quotes. We determine the fair value of our derivative instruments as the difference in the transaction price and the market price, multiplied by quantity for each transaction. Since the adoption of SFAS 157 on January 1, 2008, we utilize for the market price the quoted bid or ask price for our derivative instruments.

If no active market exists, we estimate the fair value of certain derivative contracts using price extrapolation, interpolation and other quantitative methods. Fair value estimates involve uncertainties and matters of significant judgment. Our techniques for fair value estimation include assumptions for market prices, correlation and volatility. The degree of estimation increases for longer duration contracts, contracts with multiple pricing features, option contracts and off-hub delivery points. Mirant Americas Generation and Mirant North America’s assets and liabilities classified as level 3 in the fair value hierarchy represent approximately 1% of their total assets and 0% of their total liabilities measured at fair value at March 31, 2008. Mirant Mid-Atlantic’s assets and liabilities classified as level 3 in the fair value hierarchy represent approximately 2% of its total assets and 1% of its total liabilities measured at fair value at March 31, 2008. See Note C to our unaudited condensed consolidated financial statements contained elsewhere in this report for an explanation of the fair value hierarchy.

The fair value of price risk management assets and liabilities in our consolidated balance sheets is also affected by our assumptions as to time value, credit risk and nonperformance risk. The nominal value of the contracts is discounted using a forward interest rate curve based on LIBOR. In addition, the fair value of our price risk management assets is reduced to reflect the estimated risk of default of counterparties on their contractual obligations to us. The fair value of our price risk management liabilities is reduced to reflect our estimated risk of default on our contractual obligations to counterparties. The credit risk reflected in the fair value of our price risk management assets and the nonperformance risk reflected in the fair value of our price risk management liabilities is calculated with consideration of our master netting agreements with counterparties.

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Effect if Different Assumptions Used. The amounts recorded as revenue or cost of fuel, electricity and other products change as estimates are revised to reflect actual results and changes in market conditions or other factors, many of which are beyond our control. Because we use derivative financial instruments and have not elected cash flow or fair value hedge accounting under SFAS 133, certain components of our financial statements, including gross margin, operating income and balance sheet ratios, are at times volatile and subject to fluctuations in value primarily as a result of changes in energy and fuel prices. Significant negative changes in fair value could require us to post additional collateral either in the form of cash or letters of credit. Because the fair value measurements of our material assets and liabilities are based on readily-available market information, there is not a significant range of values around the fair value estimate. For our derivative instruments that are measured at fair value using quantitative pricing models, a significant change in estimate could affect our results of operations and cash flows at the time contracts are ultimately settled. See Note C to our unaudited condensed consolidated financial statements contained elsewhere in this report for further information on financial instruments related to energy trading and marketing activities.

Asset Retirement Obligations

Nature of Estimates Required. We account for asset retirement obligations under SFAS 143 and under FIN 47. SFAS 143 and FIN 47 require an entity to recognize the fair value of a liability for conditional and unconditional asset retirement obligations in the period in which they are incurred. Retirement obligations associated with long-lived assets included within the scope of SFAS 143 and FIN 47 are those obligations for which a requirement exists under enacted laws, statutes and written or oral contracts, including obligations arising under the doctrine of promissory estoppel. Asset retirement obligations are estimated using the estimated current cost to satisfy the retirement obligation, increased for inflation through the expected period of retirement and discounted back to present value at our credit-adjusted risk free rate. Mirant Americas Generation and Mirant North America have identified certain retirement obligations within their power generating operations and have a noncurrent liability of $45 million recorded as of March 31, 2008. Mirant Mid-Atlantic has identified certain retirement obligations with its power generating operations and has a noncurrent liability of $14 million recorded as of March 31, 2008. These asset retirement obligations are primarily related to asbestos abatement at some of our generating facilities, the removal of oil storage tanks, equipment on leased property and environmental obligations related to the closing of ash disposal sites.

Key Assumptions and Approach Used. The fair value of liabilities associated with the initial recognition of asset retirement obligations is estimated by applying a present value calculation to current engineering cost estimates of satisfying the obligations. Significant inputs to the present value calculation include current cost estimates, estimated asset retirement dates and appropriate discount rates. Where appropriate, multiple cost and/or retirement scenarios have been probability weighted.

Effect if Different Assumptions Used. We update liabilities associated with asset retirement obligations as significant assumptions change or as relevant new information becomes available. A 1% increase in Mirant Americas Generation’s and Mirant North America’s rate of inflation would result in an approximate $4 million increase to the asset retirement obligation recorded on their balance sheets as of March 31, 2008, and a 1% increase or decrease in the discount rate would result in an approximate $5 million change. A 1% increase in Mirant Mid-Atlantic’s rate of inflation would result in an approximate $1 million increase to the asset retirement obligation recorded on its balance sheet as of March 31, 2008, and a 1% increase or decrease in the discount rate would result in an approximate $2 million change.

Litigation

See Note J to our unaudited condensed consolidated financial statements contained elsewhere in this report for further information related to our legal proceedings.

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We are currently involved in certain legal proceedings. We estimate the range of liability through discussions with applicable legal counsel and analysis of case law and legal precedents. We record our best estimate of a loss, or the low end of our range if no estimate is better than another estimate within a range of estimates, when the loss is considered probable. As additional information becomes available, we reassess the potential liability related to our pending litigation and revise our estimates. Revisions in our estimates of the potential liability could materially affect our results of operations and the ultimate resolution may be materially different from the estimates that we make.

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PART II

Item 6. Exhibits (Mirant Americas Generation, Mirant North America and Mirant Mid-Atlantic)

(a) Exhibits

Mirant Americas Generation

Exhibit Number	Exhibit Name
3.1*	Certificate of Formation for Mirant Americas Generation, LLC, filed with the Delaware Secretary of State on November 1, 2001 (designated in Mirant Americas Generation, LLC Form 10-Q for the Quarter Ended September 30, 2001 as Exhibit 3.1)
3.2*	Amended and Restated Limited Liability Company Agreement for Mirant Americas Generation, LLC dated January 3, 2006 (designated on Form 10-Q for the quarter ended September 30, 2006, as Exhibit 3.2)
31.1A1	Certification of Chief Executive Officer Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))
31.2A4	Certification of Chief Financial Officer Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))
32.1A1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b))
32.2A4	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b))

* Asterisk indicates exhibits incorporated by reference.

Mirant North America

Exhibit Number	Exhibit Name
3.1*	Certificate of Incorporation of Mirant North America (designated on Form S-4 filed June 5, 2006 as Exhibit 3.1)
3.2*	Limited Liability Company Agreement of Mirant North America (designated on Form S-4 filed June 5, 2006 as Exhibit 3.2)
3.3*	Certificate of Incorporation of MNA Finance Corp. (designated on Form S-4 filed June 5, 2006 as Exhibit 3.3)
3.4*	Bylaws of MNA Finance Corp. (designated on Form S-4 filed June 5, 2006 as Exhibit 3.4)
31.1A2	Certification of Chief Executive Officer Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)).
31.2A5	Certification of Chief Financial Officer Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)).
32.1A2	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)).
32.2A5	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)).

* Asterisk indicates exhibits incorporated by reference.

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Mirant Mid-Atlantic

Exhibit Number	Exhibit Name
3.1*	Certificate of Formation of Southern Energy Mid-Atlantic (Designated on Form S-4 in Registration No. 333-61668 as Exhibit 3.1).
3.2*	Amended and Restated Limited Liability Company Agreement of Mirant Mid-Atlantic, LLC, dated as of January 3, 2006 (Designated on Form 10-Q for the quarter ended September, 30 2006 as Exhibit 3.2).
31.1A3	Certification of Chief Executive Officer Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)).
31.2A6	Certification of Chief Financial Officer Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)).
32.1A3	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)).
32.2A6	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)).

* Asterisk indicates exhibits incorporated by reference.

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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, on this 27th day of May, 2008.

Mirant Americas Generation, LLC
By:	/S/    THOMAS E. LEGRO
	Thomas E. Legro Senior Vice President and Controller (Principal Accounting Officer)

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, on this 27th day of May, 2008.

Mirant North America, LLC
By:	/S/    THOMAS E. LEGRO
	Thomas E. Legro Senior Vice President and Controller (Principal Accounting Officer)

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, on this 27th day of May, 2008.

Mirant Mid-Atlantic, LLC
By:	/S/    THOMAS E. LEGRO
	Thomas E. Legro Senior Vice President and Controller (Principal Accounting Officer)

EX-31.1A1

EXHIBIT 31.1A1

CERTIFICATION

I, Robert E. Driscoll, certify that:

1. I have reviewed this Form 10-Q/A for the period ended March 31, 2008, of Mirant Americas Generation, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

4. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of managers (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 27, 2008

By:	/S/    ROBERT E. DRISCOLL
	Robert E. Driscoll President and Chief Executive Officer (Principal Executive Officer)

EX-31.1A2

EXHIBIT 31.1A2

CERTIFICATION

I, Robert E. Driscoll, certify that:

1. I have reviewed this Form 10-Q/A for the period ended March 31, 2008, of Mirant North America, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

4. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of managers (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 27, 2008

By:	/S/    ROBERT E. DRISCOLL
	Robert E. Driscoll President and Chief Executive Officer (Principal Executive Officer)

EX-31.1A3

EXHIBIT 31.1A3

CERTIFICATION

I, Robert E. Driscoll, certify that:

1. I have reviewed this Form 10-Q/A for the period ended March 31, 2008, of Mirant Mid-Atlantic, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

4. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of managers (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 27, 2008

By:	/S/    ROBERT E. DRISCOLL
	Robert E. Driscoll President and Chief Executive Officer (Principal Executive Officer)

EX-31.2A4

EXHIBIT 31.2A4

CERTIFICATION

I, J. William Holden, III, certify that:

1. I have reviewed this Form 10-Q/A for the period ended March 31, 2008, of Mirant Americas Generation, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

4. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of managers (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 27, 2008

By:	/S/    J. WILLIAM HOLDEN III
	J. William Holden III Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

EX-31.2A5

EXHIBIT 31.2A5

CERTIFICATION

I, J. William Holden, III, certify that:

1. I have reviewed this Form 10-Q/A for the period ended March 31, 2008, of Mirant North America, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

4. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of managers (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 27, 2008

By:	/S/    J. WILLIAM HOLDEN III
	J. William Holden III Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

EX-31.2A6

EXHIBIT 31.2A6

CERTIFICATION

I, J. William Holden, III, certify that:

1. I have reviewed this Form 10-Q/A for the period ended March 31, 2008, of Mirant Mid-Atlantic, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

4. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of managers (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 27, 2008

By:	/S/    J. WILLIAM HOLDEN III
	J. William Holden III Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

EX-32.1A1

EXHIBIT 32.1A1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

May 27, 2008

U. S. Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

Ladies and Gentlemen:

The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code. This certification is not to be deemed to be filed pursuant to the Securities Exchange Act of 1934 and does not constitute a part of the Quarterly Report on Form 10-Q/A (the “Report”) accompanying this letter and is not to be incorporated by reference into any filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

I, Robert E. Driscoll, the President and Chief Executive Officer of Mirant Americas Generation, LLC (the “Company”), certify that, subject to the qualifications noted below, to the best of my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mirant Americas Generation, LLC.

Name:	/S/    ROBERT E. DRISCOLL
	Robert E. Driscoll President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Mirant Americas Generation, LLC, and will be retained by Mirant Americas Generation, LLC and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.1A2

EXHIBIT 32.1A2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

May 27, 2008

U. S. Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

Ladies and Gentlemen:

The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code. This certification is not to be deemed to be filed pursuant to the Securities Exchange Act of 1934 and does not constitute a part of the Quarterly Report on Form 10-Q/A (the “Report”) accompanying this letter and is not to be incorporated by reference into any filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

I, Robert E. Driscoll, the President and Chief Executive Officer of Mirant North America, LLC (the “Company”), certify that, subject to the qualifications noted below, to the best of my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mirant North America, LLC.

Name:	/S/    ROBERT E. DRISCOLL
	Robert E. Driscoll President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Mirant North America, LLC and will be retained by Mirant North America, LLC furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.1A3

EXHIBIT 32.1A3

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

May 27, 2008

U. S. Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

Ladies and Gentlemen:

The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code. This certification is not to be deemed to be filed pursuant to the Securities Exchange Act of 1934 and does not constitute a part of the Quarterly Report on Form 10-Q/A (the “Report”) accompanying this letter and is not to be incorporated by reference into any filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

I, Robert E. Driscoll, the President and Chief Executive Officer of Mirant Mid-Atlantic, LLC (the “Company”), certify that, subject to the qualifications noted below, to the best of my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mirant Mid-Atlantic, LLC.

Name:	/S/    ROBERT E. DRISCOLL
	Robert E. Driscoll President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Mirant Mid-Atlantic, LLC and will be retained by Mirant Mid-Atlantic, LLC and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2A4

EXHIBIT 32.2A4

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

May 27, 2008

U. S. Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

Ladies and Gentlemen:

The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code. This certification is not to be deemed to be filed pursuant to the Securities Exchange Act of 1934 and does not constitute a part of the Quarterly Report on Form 10-Q/A (the “Report”) accompanying this letter and is not to be incorporated by reference into any filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

I, J. William Holden, III, the Senior Vice President, Chief Financial Officer and Treasurer of Mirant Americas Generation, LLC, (the “Company”), certify that, subject to the qualifications noted below, to the best of my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mirant Americas Generation, LLC.

Name:	/S/    J. WILLIAM HOLDEN, III
	J. William Holden, III Senior Vice President, Chief Financial Officer and Treasurer

A signed original of this written statement required by Section 906 has been provided to Mirant Americas Generation, LLC and will be retained by Mirant Americas Generation, LLC, and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2A5

EXHIBIT 32.2A5

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

May 27, 2008

U. S. Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

Ladies and Gentlemen:

The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code. This certification is not to be deemed to be filed pursuant to the Securities Exchange Act of 1934 and does not constitute a part of the Quarterly Report on Form 10-Q/A (the “Report”) accompanying this letter and is not to be incorporated by reference into any filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

I, J. William Holden, III, the Senior Vice President, Chief Financial Officer and Treasurer of Mirant North America, LLC (the “Company”), certify that, subject to the qualifications noted below, to the best of my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mirant North America, LLC.

Name:	/S/    J. WILLIAM HOLDEN, III
	J. William Holden, III Senior Vice President, Chief Financial Officer and Treasurer

A signed original of this written statement required by Section 906 has been provided to Mirant North America, LLC and will be retained by Mirant North America, LLC and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2A6

EXHIBIT 32.2A6

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

May 27, 2008

U. S. Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549

Ladies and Gentlemen:

The certification set forth below is being submitted to the Securities and Exchange Commission solely for the purpose of complying with Section 1350 of Chapter 63 of Title 18 of the United States Code. This certification is not to be deemed to be filed pursuant to the Securities Exchange Act of 1934 and does not constitute a part of the Quarterly Report on Form 10-Q/A (the “Report”) accompanying this letter and is not to be incorporated by reference into any filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

I, J. William Holden, III, the Senior Vice President, Chief Financial Officer and Treasurer of Mirant Mid-Atlantic, LLC (the “Company”), certify that, subject to the qualifications noted below, to the best of my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Mirant Mid-Atlantic, LLC.

Name:	/S/    J. WILLIAM HOLDEN, III
	J. William Holden, III Senior Vice President, Chief Financial Officer and Treasurer

A signed original of this written statement required by Section 906 has been provided Mirant Mid-Atlantic, LLC and will be retained by Mirant Mid-Atlantic, LLC and furnished to the Securities and Exchange Commission or its staff upon request.