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): JUNE 11, 2004


                          DANIELSON HOLDING CORPORATION
                                 ---------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



            DELAWARE                       1-6732                95-6021257
 -------------------------------      ----------------       -------------------
 (STATE OR OTHER JURISDICTION OF      (COMMISSION FILE        (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)            NUMBER)           IDENTIFICATION NO.)


                             2 NORTH RIVERSIDE PLAZA
                                    SUITE 600
                             CHICAGO, ILLINOIS 60606
                          -----------------------------

                   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
    NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)


                                 (312) 466-4030
                                ----------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


             -------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5. OTHER MATERIAL EVENTS AND REGULATION FD DISCLOSURES.

         On June 11, 2004, Danielson Holding Corporation (the "Company") issued
a press release announcing that its pro rata rights offering was fully
subscribed through the exercise of basic subscription and oversubscription
privileges and that it issued all 27,438,118 shares of its common stock offered.
The gross proceeds to the Company from the rights offering were approximately
$42.0 million. Based on the public participation in the rights offering, the
Company also announced in its press release that it sold the maximum of 8.75
million shares of its common stock to D. E. Shaw Laminar Portfolios, L.L.C. at
$1.53 per share pursuant to the terms of the agreement the Company entered into
on December 2, 2003. Gross proceeds to the Company from this sale were
approximately $13.4 million. The Company used the proceeds from such stock sales
to repay the $40 million in principal amount (plus accrued interest) of
indebtedness obtained in connection with the Company's recent acquisition of
Covanta Energy Corporation. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference thereto.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)      Financial Statements - Not Applicable.

(b)      Pro Forma Financial Information - Not Applicable.

(c)      Exhibits

         Exhibit No.       Exhibit
         -----------       -------

         99.1              Press Release issued by Danielson Holding Corporation
                           dated June 11, 2004, announcing the successful
                           completion of its rights offering and the sale of
                           shares of its common stock to D. E. Shaw Laminar
                           Portfolios, L.L.C.



                                   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:  June 14, 2004


DANIELSON HOLDING CORPORATION
(Registrant)



By:    /s/ Philip G. Tinkler
       --------------------------------
Name:  Philip G. Tinkler,
Title: Chief Financial Officer





                          DANIELSON HOLDING CORPORATION

                                  EXHIBIT INDEX

         Exhibit No.       Exhibit
         -----------       -------

         99.1              Press Release issued by Danielson Holding Corporation
                           dated June 11, 2004, announcing the successful
                           completion of its rights offering and the sale of
                           shares of its common stock to D. E. Shaw Laminar
                           Portfolios, L.L.C.

EX-99.1

                                                                    EXHIBIT 99.1


                              FOR IMMEDIATE RELEASE

                     DANIELSON HOLDING CORPORATION ANNOUNCES
                           SUCCESSFUL RIGHTS OFFERING

CHICAGO, IL - JUNE 11, 2004 - Danielson Holding Corporation (AMEX:DHC) announced
today that its pro rata rights offering was fully subscribed through the
exercise of basic subscription and oversubscription privileges and that it
issued all 27,438,118 shares of its common stock offered. The gross proceeds to
Danielson from the rights offering were approximately $42.0 million.

         Based on the broad public participation in the rights offering,
Danielson also sold the maximum of 8.75 million shares of its common stock to D.
E. Shaw Laminar Portfolios, L.L.C. at $1.53 per share pursuant to the terms of
the agreement Danielson entered into on December 2, 2003. Gross proceeds to
Danielson from this sale were approximately $13.4 million.

         As previously announced, Danielson used the proceeds from the rights
offering and sale of shares to D. E Shaw Laminar to repay entirely the $40
million principal amount plus accrued interest on the bridge financing obtained
in connection with Danielson's acquisition of Covanta Energy Corporation. The
remaining proceeds will be available for general corporate purposes.

         Immediately following the completion of the rights offering and of the
pre-agreed sale of shares to D. E. Shaw Laminar Portfolios, Danielson had
approximately 72.8 million shares of common stock outstanding.

         Danielson Holding Corporation is an American Stock Exchange listed
company, engaging in the energy, financial services and specialty insurance
business through its subsidiaries. Danielson's charter contains restrictions
that prohibit parties from acquiring 5% or more of Danielson's common stock
without its prior consent.

         Danielson recently acquired Covanta Energy Corporation, an
internationally recognized owner and operator of power generation projects.
Covanta's waste-to-energy facilities convert municipal solid waste into energy
for numerous communities, predominantly in the United States. Covanta also
operates water and wastewater treatment facilities.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this press release may constitute "forward-looking"
statements as defined in Section 27A of the Securities Act of 1933 (the
"Securities Act"), Section 21E of the Securities Exchange Act of 1934 (the
"Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the
"PSLRA") or in releases made by the Securities and Exchange Commission, all as
may be amended from time to time. Such forward looking statements involve known
and unknown risks, uncertainties and other important factors that could cause
the actual results, performance or achievements of Danielson and its
subsidiaries, or industry results, to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Statements that are not historical fact are forward-looking
statements. Forward looking statements can be identified by, among other things,
the use of forward-looking language,



such as the words "plan", "believe", "expect", "anticipate", "intend",
"estimate", "project", "may", "will", "would", "could", "should", "seeks", or
"scheduled to", or other similar words, or the negative of these terms or other
variations of these terms or comparable language, or by discussion of strategy
or intentions. These cautionary statements are being made pursuant to the
Securities Act, the Exchange Act and the PSLRA with the intention of obtaining
the benefits of the "safe harbor" provisions of such laws. Danielson cautions
investors that any forward-looking statements made by Danielson are not
guarantees or indicative of future performance. Important assumptions and other
important factors that could cause actual results to differ materially from
those forward-looking statements with respect to Danielson, include, but are not
limited to, those factors, risks and uncertainties that are described in Item 1
of Danielson's Annual Report on Form 10-K for the year ended December 31, 2003,
as amended, and in other securities filings by Danielson or Covanta. The
forward-looking statements contained in this press release are made only as of
the date hereof and Danielson does not have and has not undertaken any
obligation to update or revise any forward-looking statements whether as a
result of new information, subsequent events or otherwise, unless otherwise
required by law.

For more information generally, please contact:

FOR DANIELSON HOLDING CORPORATION
Doreen Lubeck
Danielson Holding Corporation
(312) 466-4030