8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): March 17, 2010

COVANTA HOLDING CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-6732	95-6021257
(State or Other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)

40 Lane Road
Fairfield, New Jersey	07004
(Address of principal executive offices)	(Zip Code)

(973) 882-9000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 17, 2010, Mark A. Pytosh resigned as Executive Vice President and Chief Financial Officer of Covanta Holding Corporation (the “Company”), effective as of March 31, 2010. Effective as of March 31, 2010, the Company appointed Thomas Bucks as interim Chief Financial Officer of the Company until his successor is named and appointed. Mr. Bucks, age 53, has served as Vice President and Chief Accounting Officer of the Company since April 2005. Mr. Bucks served as Controller from February 2005 to April 2005.

A copy of the press release issued by the Company on March 18, 2010 with respect to the resignation of Mr. Pytosh and the appointment of Mr. Bucks is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired — Not Applicable
(b)	Pro Forma Financial Information — Not Applicable
(c)	Shell Company Transactions — Not Applicable
(d)	Exhibits

Exhibit No.	Exhibit
99.1	Press Release dated March 18, 2010 Regarding Resignation of Chief Financial Officer.

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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.

Date: March 18, 2010

COVANTA HOLDING CORPORATION (Registrant)
By:	/s/ Timothy J. Simpson
	Name:	Timothy J. Simpson,
	Title:	Executive Vice President, General Counsel and Secretary

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COVANTA HOLDING CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated March 18, 2010 Regarding Resignation of Chief Financial Officer.

4

EX-99.1

Exhibit 99.1

Covanta Announces Resignation of Chief Financial Officer

FAIRFIELD, NJ, March 18, 2010 — Covanta Holding Corporation (NYSE:CVA) (“Covanta” or the “Company”) today announced that Mark A. Pytosh, Executive Vice President and Chief Financial Officer, has resigned effective March 31, 2010. Tom Bucks, Covanta’s Chief Accounting officer will serve as interim Chief Financial Officer until a successor is named. Mr. Pytosh has accepted the position of Chief Financial Officer of CCS Corporation where he will be a key participant in the management led buyout team.

Anthony Orlando, President and Chief Executive Officer of Covanta Holding Corporation said, “We appreciate Mark’s significant contributions during the past three years. He helped Covanta grow while strengthening our balance sheet and enhancing our reporting. Now he has another great opportunity and we wish him continued success is his new position.”

About Covanta

Covanta Holding Corporation (NYSE:CVA), is an internationally recognized owner and operator of large-scale Energy-from-Waste and renewable energy projects and a recipient of the Energy Innovator Award from the U.S. Department of Energy’s Office of Energy Efficiency and Renewable Energy. Covanta’s 45 Energy-from-Waste facilities provide communities with an environmentally sound solution to their solid waste disposal needs by using that municipal solid waste to generate clean, renewable energy. Annually, Covanta’s modern Energy-from-Waste facilities safely and securely convert approximately 20 million tons of waste into more than 9 million megawatt hours of clean renewable electricity and create 10 billion pounds of steam that are sold to a variety of industries. For more information, visit www.covantaholding.com.

About CCS

CCS Corporation is a recognized industry leader providing integrated energy and environmentally responsible services to upstream and downstream oil and gas companies in Canada and the U.S. Headquartered in Calgary, Alberta, CCS was founded in 1984 by President and Chief Executive Officer, David Werklund and employs approximately 2,600 people. In 2007, the company was taken private in a $3.5 billion buyout led by Mr. Werklund and a consortium of private investors. Included among the major investors are CAI Capital Partners, Goldman Sachs Capital Partners, Kelso & Company, Vestar Capital Partners, British Columbia Investment Management Corporation, Alberta Investment Management and O.S.S. Capital Management, L.P.

Contacts
Marisa F. Jacobs, Esq.
Vice President, Investor Relations and Corporate Communications
1-973-882-4196

James Regan
Media Relations and Corporate Communications Associate
1-973-882-7152