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): February 24, 2005

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)	(I.R.S. Employer 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)

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 February 24, 2006, Covanta Holding Corporation (the “Company”) issued a press release (the “Press Release”) announcing that the Company’s 2006 Annual Meeting of Stockholders shall be held on May 31, 2006, and that the Board of Directors have set April 18, 2006, as the record date for holders of the Company’s common stock authorized to vote at such meeting. The deadline for submission of any stockholder proposal sought to be included in the Company’s proxy materials or to be presented at its 2006 Annual Meeting of Stockholders is March 17, 2006.

     Any stockholder proposal submitted must relate to matters appropriate for stockholder action and be consistent with the rules and regulations of the Securities and Exchange Commission (including Rule 14a-8 of the Securities Exchange Act of 1934) relating to stockholders’ proposals in order to be considered for inclusion in the Company’s proxy materials for that meeting.

     The Press Release also announced the completion of the previously announced rights offering to certain former holders of 9.25% debentures issued by Covanta Energy Corporation, pursuant to which the Company sold an aggregate of 5,696,911 shares of common stock. 2,998,679 shares of common stock were purchased at a purchase price of $1.53 per share and 2,698,232 shares were purchased at a price of $6.00 per share, resulting in gross proceeds to the Company of approximately $20.8 million.

     A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference thereto.

Item 9.01.      Financial Statements and Exhibits.

(a)      Financial Statements of Business Acquired – Not Applicable

(b)      Pro Forma Financial Information – Not Applicable

(c)      Exhibits

Exhibit No.	Exhibit
99.1	Press Release, dated February 24, 2006

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: February 24, 2006 COVANTA HOLDING CORPORATION (Registrant)
By:	/s/ Timothy J. Simpson
	Name:	Timothy J. Simpson,
	Title:	Senior Vice President, General Counsel and Secretary

COVANTA HOLDING CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release, dated February 24, 2006

EX-99.1

Exhibit 99.1

February 24, 2006 — COVANTA HOLDING CORPORATION ANNOUNCES RECORD DATE OF ITS 2006 ANNUAL MEETING AND COMPLETION OF RIGHTS OFFERING

Fairfield, NJ — February 24, 2006 — Covanta Holding Corporation (NYSE:CVA) announced that its 2006 Annual Meeting of Stockholders will be held on May 31, 2006. The Board of Directors also set April 18, 2006, as the record date for holders of Covanta’s common stock authorized to vote at such Annual Meeting of Stockholders. Covanta also announced that the deadline for submission of any stockholder proposal sought to be included in the Company’s proxy materials or to be presented at its 2006 Annual Meeting of Stockholders is March 17, 2006. Any stockholder proposal submitted must relate to matters appropriate for stockholder action and be consistent with the rules and regulations of the Securities and Exchange Commission (including Rule 14a-8 of the Securities Exchange Act of 1934) relating to stockholders’ proposals in order to be considered for inclusion in the Company’s proxy materials for that meeting.

In addition Covanta also announced today that it has completed the previously announced rights offering to certain former holders of 9.25% debentures issued by Covanta Energy Corporation, pursuant to which Covanta sold an aggregate of 5,696,911 shares of common stock. 2,998,679 shares of common stock were purchased at a purchase price of $1.53 per share and 2,698,232 shares were purchased at a purchase price of $6.00 per share, resulting in gross proceeds to Covanta of approximately $20.8 million. Covanta intends to use the proceeds from the rights offering for general corporate purposes.

Upon issuance of all of the shares sold in the rights offering, Covanta will have approximately 146.9 million shares of common stock outstanding.

Covanta Holding Corporation is a New York Stock Exchange listed company, engaging in waste disposal, energy services and specialty insurance through its subsidiaries. Its subsidiary, Covanta Energy Corporation, is an internationally recognized owner and operator of waste-to-energy and power generation projects. Covanta’s waste-to-energy facilities convert municipal solid waste into renewable energy for numerous communities, predominantly in the United States.

NOTE: Covanta’s charter contains restrictions that prohibit parties from acquiring 5% or more of Covanta’s common stock without its prior consent.

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 Covanta 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”, “proposed”, 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. Covanta cautions investors that any forward-looking statements made by Covanta 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 Covanta’s Annual Report on Form 10-K for the year ended December 31, 2004, as amended, and in other securities filings by Covanta.

Although Covanta believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any forward-looking statements. Danielson’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this press release are made only as of the date hereof and Covanta does not have or undertake 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:

COVANTA HOLDING CORPORATION
Elizabeth O’Melia
973-882-4193

Doreen Lubeck
773-583-4331