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): December 6, 2007

COVANTA HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-6732		95-6021257
(State or Other Jurisdiction of	(Commission		(I.R.S. 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(b))

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.

     (d) On December 6, 2007, Covanta Holding Corporation (the “Company”) issued a press release (the “Press Release”) announcing that Linda J. Fisher had been appointed as an independent member of the Board of Directors of the Company on December 6, 2007, filling a newly created vacancy on the Board of Directors. Ms. Fisher was also appointed to the Public Policy Committee of the Board of Directors.

     Ms. Fisher was awarded 3,719 shares of restricted stock of the Company on the date of her appointment pursuant to the Company’s compensation policy for non-employee directors, as described in the Company’s Proxy Statement for its 2007 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 25, 2007 and incorporated herein by reference.

     Ms. Fisher is currently Vice President, Safety, Health and Environment and Chief Sustainability Officer at E.I. du Pont de Nemours and Company (“DuPont”) in Wilmington, Delaware. Prior to joining DuPont in 2004, Ms. Fisher was Deputy Administrator of the United States Environmental Protection Agency.

     Ms. Fisher also serves on the Board of Directors of the Environmental Law Institute, on the Board of Trustees of The National Parks Foundation, on the Board of Directors of RESOLVE, and on the Board of Directors for Resources for the Future.

     A copy of the Press Release 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) Exhibits

Exhibit No.	Exhibit
99.1	Press Release dated December 6, 2007 issued by Covanta Holding Corporation Announcing the Appointment of Linda J. Fisher to the Board of Directors.

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: December 6, 2007

COVANTA HOLDING CORPORATION
(Registrant)

By:	/s/ Timothy J. Simpson
Name:	Timothy J. Simpson
Title:	Executive Vice President, General Counsel and Secretary

COVANTA HOLDING CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated December 6, 2007 issued by Covanta Holding Corporation Announcing the Appointment of Linda J. Fisher to the Board of Directors.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

LINDA FISHER NAMED TO COVANTA BOARD

FAIRFIELD, NJ, DECEMBER 6, 2007 — Covanta Holding Corporation (NYSE: CVA), a world leader in the development and operation of large scale Energy-from-Waste and renewable energy projects, today announced the appointment of Linda J. Fisher to its Board of Directors, effective immediately.

Ms. Fisher is Vice President, Safety, Health & Environment and Chief Sustainability Officer for E.I. du Pont de Nemours and Company in Wilmington, Delaware. Prior to joining DuPont, Ms. Fisher was Deputy Administrator of the United States Environmental Protection Agency. She also serves on the Board of Directors of the Environmental Law Institute, on the Board of Trustees of The National Parks Foundation, on the Board of Directors of RESOLVE, and on the Board of Directors for Resources for the Future.

“We are delighted and indeed fortunate to welcome to the Covanta Board such a seasoned and well-respected environmental executive as Linda Fisher,” said Sam Zell, Covanta’s Chairman. “Her breadth of experience in leadership positions in the public and private sectors, and her insights on sustainability and environmental stewardship issues, will serve Covanta well. She will be a strong and valuable member of our team.”

About Covanta
Covanta is an internationally recognized owner and operator of Energy-from-Waste and renewable energy projects. Covanta’s Energy-from-Waste facilities convert municipal solid waste into renewable energy for numerous communities, predominantly in the United States. As a premier operator of large-scale Energy-from-Waste facilities, Covanta is proud to offer an environmentally sound solution to communities’ solid waste disposal needs. With over 30 facilities worldwide, Covanta uses municipal solid waste as a fuel to generate clean, renewable energy. Covanta’s modern Energy-from-Waste facilities safely and securely turn 15 million tons of waste into over 8 million megawatt hours of clean renewable electricity each year and create 10 billion pounds of steam that are sold to a variety of industries. For more information, visit www.covantaenergy.com.

-more-

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 Covanta, include, but are not limited to, those factors, risks and uncertainties that are described in Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2006, and in subsequent 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. Covanta’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:
Investor Relations
Covanta Holding Corporation
973-882-7331