EXHIBIT 99.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Danielson Holding Corporation (the
"Company") on Form 10-K for the Fiscal Year ended December 27, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Samuel Zell, as Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that to my knowledge:

         (1)      the Report fully complies with the  requirements  of Sections
                  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 the Company.


March 27, 2003

/s/ Samuel Zell
-----------------------
Samuel Zell
Chief Executive Officer


              A signed original of this written statement required by Section
              906 has been provided to Danielson Holding Corporation and will be
              retained by Danielson Holding Corporation and furnished to the
              Securities and Exchange Commission or its staff upon request.