SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE

13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)¹

Renegy Holdings, Inc.

(Name of Issuer)

COMMON STOCK,

PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

75845J109

(CUSIP Number)

Jeffrey D. Hahn

Morgan Stanley Capital Partners III, Inc.

1585 Broadway

New York, NY 10036

Tel: (212) 761-8179

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

October 1, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that  is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

¹The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 CUSIP No. 75845J109  13D Page 2 of 11 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 12,037 – See Item 6
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 12,037 – See Item 6

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,037 – See Item 5
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% – See Item 5
14	TYPE OF REPORTING PERSON* OO

[*SEE INSTRUCTIONS BEFORE FILLING OUT!]

 CUSIP No. 75845J109  13D Page 3 of 11 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Capital Partners III, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 12,037 – See Item 6
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 12,037 – See Item 6

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,037 – See Item 5
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% – See Item 5
14	TYPE OF REPORTING PERSON* CO, IA

[*SEE INSTRUCTIONS BEFORE FILLING OUT!]

 CUSIP No. 75845J109  13D Page 4 of 11 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MSCP III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 12,037 – See Item 6
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 12,037 – See Item 6

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,037 – See Item 5
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% – See Item 5
14	TYPE OF REPORTING PERSON* OO, IA

[*SEE INSTRUCTIONS BEFORE FILLING OUT!]

 CUSIP No. 75845J109  13D Page 5 of 11 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Capital Investors, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 84,253
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 84,253

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,253
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON* PN

[*SEE INSTRUCTIONS BEFORE FILLING OUT!]

Item 1.  Security and Issuer.

The class of equity securities to which this statement relates is the common stock, $0.001 par value per share (the “Common Stock”), of Renegy Holdings, Inc., a Delaware corporation (“Renegy Holdings” or the “Company”). The principal executive offices of Renegy Holdings are located at 301 West Warner Road Suite 132, Tempe, Arizona 85284.

Item 2.  Identity and Background.

(a) This Schedule 13D is being filed jointly on behalf of each of Morgan Stanley, a Delaware company (“MS”), Morgan Stanley Capital Partners III, Inc., a Delaware company (“MSCP III, Inc.”), MSCP III, LLC, a Delaware limited liability company (“MSCP III, LLC”) and Morgan Stanley Capital Investors, L.P., a Delaware limited partnership (“MSCI, L.P.”, together with MS, MSCP III, Inc. and MSCP III LLC, the “Reporting Persons”).

(b) The address of the principal business and the principal office of the Reporting Persons is 1585 Broadway, 40th Floor, New York, NY 10036.

(c) Not applicable.

(d) None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedule A attached hereto has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedule A attached hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Delaware.

Item 3.  Source and Amount of Funds or Other Consideration.

The Reporting persons are filing this statement to report the receipt of shares of Common Stock in exchange for shares of common stock, par value $0.001 per share, of Catalytica Energy Systems, Inc., a Delaware Corporation (“Catalytica”) ( the “Catalytica Stock”) which were received pursuant to the contribution and merger transaction among Catalytica, Renegy Holdings, Snowflake Acquisition Corporation, a Delaware corporation, and other parties on October 1, 2007 (the “Merger”).  In connection with the Merger, MSCI, L.P. exchanged 84,253 shares of Catalytica Stock for 12,037 shares of Common Stock.

Item 4.  Purpose of Transaction.

Not applicable.

Item 5.  Interest in Securities of the Issuer. 

(a) For the purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), MS may be deemed to beneficially own 12,037 shares of Common Stock, or approximately 0.2% of the outstanding shares of Common Stock.  MS is filing solely in its capacity as parent company of, and indirect beneficial owner of securities held by, one of its business units.

6 of 11

For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSCP III, Inc. and MSCP III, LLC may be deemed to beneficially own 12,037 shares of Common Stock, or approximately 0.2% of the outstanding shares of Common Stock.

For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSCI, L.P. may be deemed to beneficially own 12,037 shares of Common Stock, or approximately 0.2% of the outstanding shares of Common Stock.

(b) By virtue of the relationships reported under Item 2 of this statement, each of MS, MSCP III, Inc. and MSCP III, LLC may be deemed to have shared voting and dispositive power with respect to the shares of Common Stock owned by MSCI, L.P.  By virtue of the subadvisory arrangement described in Item 6 below, Metalmark (as defined in Item 6 below) may be deemed to have sole voting and dispositive power with respect to the shares of Common Stock owned by Morgan Stanley Capital Partners III, L.P. and MSCP III 892 Investors, L.P.  See response to Item 6 below.

(c) Other than the exchange effected pursuant to the Merger, as described in Item 3, above, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days.

(d) By virtue of the relationships described in Item 2 of this statement, each of MS, MSCP III, Inc. and MSCP III, LLC may be deemed to have the power to direct the receipt of dividends declared on the shares of Common Stock held by MSCI, L.P. and the proceeds from the sale of such shares of Common Stock.  By virtue of the subadvisory arrangement described in Item 6 below, Metalmark may be deemed to have the sole power to direct the receipt of dividends declared on the shares of Common Stock held by Morgan Stanley Capital Partners III, L.P. and MSCP III 892 Investors, L.P. and the proceeds from the sale of such shares of Common Stock.  See response to Item 6 below.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On July 22, 2004, Metalmark Subadvisor LLC (“Subadvisor”), Metalmark Capital LLC (the parent entity of Subadvisor) (“Metalmark”) and certain affiliates of MS agreed that Subadvisor would manage MSCP III 892 Investors, L.P. and Morgan Stanley Capital Partners III, L.P. on a subadvisory basis.  This subadvisory relationship commenced on September 30, 2004.  The management authority of Subadvisor is as set forth in a Power of Attorney, the form of which is attached hereto as Exhibit 1.  By virtue of the subadvisory arrangement, Metalmark may be deemed to have sole voting and dispositive power with respect to the shares of Common Stock owned by MSCP III 892 Investors, L.P. and Morgan Stanley Capital Partners III, L.P.  In addition, under the subadvisory arrangement, MSCI, L.P. is effectively obligated to vote or direct the vote and to dispose or direct the disposition of any Common Stock owned directly by it on the same terms and conditions as MSCP III 892 Investors, L.P. and Morgan Stanley Capital Partners III, L.P.  Metalmark is an independent private equity firm led by Howard I. Hoffen and former senior team members from Morgan Stanley Capital Partners.  See the Report on Schedule 13D relating to the Renegy Stock, filed on October 10, 2007, jointly filed on behalf of Metalmark, Morgan Stanley Capital Partners III, L.P. and MSCP III 892 Investors, L.P.

Item 7.  Material to be Filed as Exhibits.

Exhibit 1:      Form of Power of Attorney.

Exhibit 2:      Joint Filing Agreement among the Reporting Persons.

7 of 11

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  October 10, 2007

MORGAN STANLEY
By:	/s/ Chris O’Dell
	Name:	Chris O’Dell
	Title:	Authorized Signatory

8 of 11

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  October 10, 2007

MORGAN STANLEY CAPITAL PARTNERSIII, INC.
By:	/s/ Jeffrey D. Hahn
	Name:	Jeffrey D. Hahn
	Title:	Treasurer

9 of 11

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  October 10, 2007

MSCP III, LLC
By:	Morgan Stanley Capital Partners III, Inc., as Member
By:	/s/ Jeffrey D. Hahn
	Name:	Jeffrey D. Hahn
	Title:	Treasurer

10 of 11

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  October 10, 2007

MORGAN STANLEY CAPITAL INVESTORS, L.P.
By: By:	MSCP III, LLC, as General Partner Morgan Stanley Capital Partners III, Inc., as Member
By:	/s/ Jeffrey D. Hahn
	Name:	Jeffrey D. Hahn
	Title:	Treasurer

11 of 11

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS

OF

MORGAN STANLEY CAPITAL PARTNERS III, INC.

The names of the Directors and the names and titles of the Executive Officers of Morgan Stanley Capital Partners III, Inc. (“MSCP III, Inc.”) are set forth below. The principal occupation for each of the persons listed below is Managing Director or other officer of Morgan Stanley & Co. Incorporated. If no address is given, the Director's or Executive Officer's business address is that of Morgan Stanley & Co. Incorporated at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each title set forth opposite an individual's name refers to MSCP III, Inc. and each individual is a United States citizen.

Name, Business Address	Title
*Alan Jones	President and Managing Director
*Jeffrey D. Hahn	Treasurer and Managing Director
*Steven Trevor	Chairman of the Board and Managing Director

* Director

SCHEDULE B

EXECUTIVE OFFICERS AND DIRECTORS

OF

MORGAN STANLEY

The names of the Directors and the names and titles of the Executive Officers of Morgan Stanley (“MS”) and their principal occupations are set forth below. The business address of each of the Directors or Executive Officers is that of MS at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to MS and each individual is a United States citizen.

Name	Title
*John J. Mack	Chairman of the Board and Chief Executive Officer
*Roy J. Bostock	Chairman of the Partnership for a Drug-Free America
*Erskine B. Bowles	President of the University of North Carolina
*Howard J. Davies2	Director, London School of Economics and Political Science
*C. Robert Kidder	Chairman and Chief Executive Officer, 3 Stone Advisors LLC
*Donald T. Nicolaisen	Director
*Charles H. Noski	Director
*Hutham S. Olayan	President, Chief Executive Officer and Director of Olayan America Corporation
*Charles E. Phillips, Jr.	President and Director of Oracle Corporation
*O. Griffith Sexton	Adjunct professor of finance at Columbia Business School
*Laura D’Andrea Tyson	Professor of Economics and Business at the Walter A. Haas School of Business at the University of California, Berkeley
*Klaus Zumwinkel3	Chairman of the Board of Management of Deutsche Post AG
Zoe Cruz	Co-President
Gary G. Lynch	Chief Legal Officer
Thomas R. Nides	Executive Vice President and Chief Administrative Officer and Secretary
Robert W. Scully	Co-President
David H. Sidwell	Executive Vice President and Chief Financial Officer

²Sir Howard Davies is an English citizen and not a United States citizen.

³      Klaus Zumwinkel is a German citizen director.

*      Director

EX-99.1

EXHIBIT 1

FORM OF

LIMITED POWER OF ATTORNEY

[applicable MS GP] [applicable MS Member]

Pursuant to the Subadvisory Agreement dated as of [____], 2004, among Morgan Stanley Investment Management Inc., Morgan Stanley Leveraged Equity Fund II, Inc., MSCP III, LLC, Morgan Stanley Capital Partners III, Inc., MSDW Capital Partners IV, LLC, MSDW Capital Partners IV, Inc., Metalmark Subadvisor LLC (“Subadvisor”) and Metalmark Capital LLC (the “Subadvisory Agreement”), [name of Morgan Stanley General Partner (“MS GP”)] [name of MS Member (“MS Member”)] irrevocably appoints Subadvisor (for the term of the Subadvisory Agreement) as attorney-in-fact and agent with full and exclusive power and authority to act for [MS GP] [MS Member] with respect to the [name of Fund (“Fund”)] [list names of Co-Invest Vehicles for which the applicable MS Member acts as manager (“Fund”)] with management authority conferred on the Subadvisor under the Subadvisory Agreement, including without limitation, in the following matters:  (a) to buy, sell, exchange, convert, and otherwise take any action for any securities or investments of the Fund, (b) to establish, maintain, and deal through accounts with one or more securities brokerage firm(s) as the Subadvisor may select to effect purchases or sales of securities or investments as agent for the Fund, (c) to establish custody accounts with any custodian for the maintenance of custody for Fund cash or securities and to issue instructions to any such custodian, (d) to execute and deliver any agreement, document or instrument on behalf of the Fund concerning the Fund’s securities or investments, including purchase or sale agreements, shareholder agreements, voting agreements, proxies, shareholder consents, or other matters related to the Fund’s securities or investments, and (d) to take any actions and execute and deliver any agreement, document or instrument involving litigation or claims involving the Fund. It is further understood that the Subadvisor may deliver to any person a copy of this document as evidence of the authority of the Subadvisor to act for and on behalf of the Fund.  This limited power of attorney, and the power and authority granted to the Subadvisor hereunder, shall terminate upon the termination of the Subadvisory Agreement.

Executed this ___ day of ____, 2004.

[MS GP] [MS Member]

By:

Its:

EX-99.2

EXHIBIT 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.001 par value per share, of Catalytica Energy Systems, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.  This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

Dated as of October 10, 2007.

MORGAN STANLEY
By:	/s/ Chris O’Dell
	Name:	Chris O’Dell
	Title:	Authorized Signatory

MORGAN STANLEY CAPITAL PARTNERS III, INC.
By:	/s/ Jeffrey D. Hahn
	Name:	Jeffrey D. Hahn
	Title:	Treasurer

MSCP III, LLC
By:	Morgan Stanley Capital Partners III, Inc., as Member
By:	/s/ Jeffrey D. Hahn
	Name:	Jeffrey D. Hahn
	Title:	Treasurer

MORGAN STANLEY CAPITAL INVESTORS, L.P.
By: By:	MSCP III, LLC, as General Partner Morgan Stanley Capital Partners III, Inc., as Member
By:	/s/ Jeffrey D. Hahn
	Name:	Jeffrey D. Hahn
	Title:	Treasurer