EXHIBIT 99.3

                           Mirant Mid-Atlantic, LLC

                               Offer to Exchange
          Pass through Certificates, Series A, Series B and Series C
   Which have been Registered Under the Securities Act of 1933, as amended,
                          For Any and All Outstanding
          Pass Through Certificates, Series A, Series B and Series C
                 Pursuant to the Prospectus Dated May 25, 2001

To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

  Upon and subject to the terms and conditions set forth in the Prospectus,
dated May 25, 2001 (the "Prospectus"), and the enclosed Letter of Transmittal
(the "Letter of Transmittal"), an offer to exchange (the "Registered Exchange
Offer") the registered Pass Through Certificates, Series A, Series B and
Series C (the "New Certificates") for any and all outstanding Pass Through
Certificates, Series A, Series B and Series C (the "Existing Certificates"),
is being made pursuant to such Prospectus. The Registered Exchange Offer is
being made in order to satisfy certain obligations of Mirant Mid-Atlantic, LLC
(the "Company") contained in the Registration Rights Agreement, entered into
on December 18, 2001, between the Company and the initial purchasers named
therein.

  The CUSIP numbers for the Existing Certificates are as follows:
  Series A: [       ]
  Series B: [       ]
  Series C: [       ]

  We are requesting that you contact your clients for whom you hold Existing
Certificates regarding the Registered Exchange Offer. For your information and
for forwarding to your clients for whom you hold Existing Certificates
registered in your name or in the name of your nominee, or who hold Existing
Certificates registered in their own names, we are enclosing the following
documents:

  1. Prospectus dated May 25, 2001;

  2. The Letter of Transmittal for your use and for the information of your
  clients;

  3. A Notice of Guaranteed Delivery to be used to accept the Registered
  Exchange Offer if Existing Certificates are not immediately available or
  time will not permit all required documents to reach the Exchange Agent
  prior to the Expiration Date (as defined below) or if the procedure for
  book-entry transfer cannot be completed on a timely basis; and

  4. A form of letter which may be sent to your clients for whose account you
  hold Existing Certificates registered in your name or the name of your
  nominee, with space provided for obtaining such clients' instructions with
  regard to the Registered Exchange Offer.

  Your prompt action is requested. The Registered Exchange Offer will expire
at 5:00 p.m., New York City time, on [       ], 2001 (the "Expiration Date"),
unless extended by the Company. The Existing Certificates tendered pursuant to
the Registered Exchange Offer may be withdrawn at any time before the
Expiration Date.

  To participate in the Registered Exchange Offer, a duly executed and
properly completed Letter of Transmittal or facsimile thereof), with any
required signature guarantees and any other required documents, should be sent
to the Exchange Agent and certificates representing the Existing Certificates
should be delivered to the Exchange Agent, all in accordance with the
instructions set forth in the Letter of Transmittal and the Prospectus.

  Please note that brokers, dealers, commercial banks, trust companies and
other nominees who hold Existing Certificates through The Depository Trust
Company ("DTC") must effect tenders by book-entry transfer through DTC's
Automated Tender Offer Program ("ATOP").


  If Existing Certificates are not immediately available or if the procedure
for book-entry transfer cannot be completed on a timely basis or time will not
permit the delivery of the Existing Certificates and all required documents to
reach the Exchange Agent prior to the Expiration Date, a tender may be
effected by following the guaranteed delivery procedures described in the
Prospectus under "This Exchange Offer--Procedures for Tendering the Existing
Certificates--Guaranteed Delivery."

  Additional copies of the enclosed material may be obtained from the Exchange
Agent at:

                      State Street Bank and Trust Company
                             2 Avenue de Lafayette
                          Corporate Trust, 5th Floor
                       Boston, Massachusetts 02111-1724
                            Attention: Ralph Jones
                         Telephone No.: (617) 662-1548
                         Facsimile No.: (617) 662-1452

                                      or:

                      State Street Bank and Trust Company
                                Corporate Trust
                                 P.O. Box 778
                       Boston, Massachusetts 02111-0778
                            Attention: Ralph Jones
                         Telephone No.: (617) 662-1548
                         Facsimile No.: (617) 662-1452

                                      Mirant Mid-Atlantic, LLC

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