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): July 6, 2011

COVANTA HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-6732	95-6021257
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

445 South Street, Morristown, New Jersey	07960
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (862) 345-5000

N/A

(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:

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)

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

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

Item 8.01. Other Events.

On July 6, 2011, Covanta Holding Corporation, a Delaware corporation, issued a press release announcing an adjustment to the conversion rate on its 3.25% cash convertible senior notes due 2014 in connection with its previously announced dividend payable on April 12, 2011 to stockholders of record as of March 30, 2011. As a result of this dividend, the conversion rate was adjusted to 59.4517 from 59.1871 shares of Covanta’s common stock per $1,000 principal amount of the notes. The adjusted conversion rate is equivalent to an adjusted conversion price of $16.82 per share, compared to the prior price of $16.90.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
	99.1	Press Release, dated July 6, 2011, issued by Covanta Holding Corporation.

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 hereunto duly authorized.

	COVANTA HOLDING CORPORATION
Date: July 6, 2011	By:	/s/ Timothy J. Simpson
		Timothy J. Simpson
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release, dated July 6, 2011, issued by Covanta Holding Corporation.

EX-99.1

Exhibit 99.1

COVANTA ANNOUNCES ADJUSTMENTS TO THE CONVERSION RATE ON ITS
3.25% CASH CONVERTIBLE SENIOR NOTES DUE 2014

MORRISTOWN, N.J., July 6, 2011 — Covanta Holding Corporation (NYSE:CVA) (“Covanta” or the “Company”) today announced an adjustment to the conversion rate on its 3.25% cash convertible senior notes due 2014 in connection with its previously announced dividend payable on April 12, 2011 to stockholders of record as of March 30, 2011. As a result of this dividend, the conversion rate was adjusted to 59.4517 from 59.1871 shares of Covanta’s common stock per $1,000 principal amount of the notes. The adjusted conversion rate is equivalent to an adjusted conversion price of $16.82 per share, compared to the prior price of $16.90.

About Covanta

Covanta Energy 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 44 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 9 million megawatt hours of clean renewable electricity and create more than 9 billion pounds of steam that are sold to a variety of industries. For more information, visit www.covantaenergy.com.

###

Contact: Marisa Jacobs, Esq.
Vice President
862-345-5285