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 1, 2002

                           Covanta Energy Corporation
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


           Delaware                     1-3122                 13-5549268
- --------------------------------------------------------------------------------
 (State or Other Jurisdiction      (Commission File           (IRS Employer
       of Incorporation)                Number)            Identification No.)


   40 Lane Road, Fairfield, New Jersey                            07004
- --------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                      (Zip Code)


       Registrant's telephone number, including area code: (973) 882-9000

                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



         Item 5.  Other Events.

         On March 1, 2002, Covanta Energy Corporation issued a press release, a
copy of which is attached hereto as Exhibit A.

         Item 7.  Financial Statements, Pro Forma Financial Information and
Exhibits.

(a)   Financial Statements of business acquired: Not applicable.

(b)   Pro forma financial information: Not applicable.

(c)   Exhibit: Not applicable.



                                   SIGNATURES

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.

Date: March 1, 2002

                                            COVANTA ENERGY CORPORATION


                                            By: /s/ Jeffrey R. Horowitz
                                                -----------------------
                                            Name:  Jeffrey R. Horowitz
                                            Title: Senior Vice President -
                                                   Legal Affairs and Secretary



                                                                       EXHIBIT A

                                                             COVANTA ENERGY Logo


FOR IMMEDIATE RELEASE


                       COVANTA MEETS CASH MANAGEMENT GOALS

                   -- Company To Pursue Debt Restructuring --

          -- Company to Use 30-Day Grace Period on 9.25% Debentures --

     -- 2001 Recurring Energy EBIT to Exceed Company's Previous Guidance --


FAIRFIELD, NJ, March 1, 2002 - Covanta Energy Corporation (NYSE: COV) today
announced that it has satisfied the March 1, 2002 cash management goals
necessary to secure the previously announced covenant waivers to its Master
Credit Facility. The Company also announced that it is pursuing a restructuring
of its balance sheet as part of its previously announced review of all strategic
options. While that review continues, Covanta will avail itself of the 30-day
grace period provided under the terms of its 9.25% debentures due March 2022,
and not to make the interest payment due March 1, 2002, at this time. The
extension of the covenant waivers remains subject to ongoing compliance with
strict cash management requirements.

"We have initiated discussions regarding reducing, extending or modifying the
convertible debt scheduled for repayment later this year," said Scott G. Mackin,
President and Chief Executive Officer. "We have also authorized our financial
and legal advisors to begin discussions with holders of our 9.25% debentures
immediately.

"During this time, we intend to dedicate our capital resources towards our
on-going energy business, our clients, our vendors and our employees. We have
sufficient liquidity for these purposes and we are working with our banks to
assure that it is available."

The Company has outstanding an aggregate of $100 million 9.25% debentures due
2022 and two series of subordinated convertible debentures aggregating
approximately $148.65 million, which are due in June and October 2002.

No assurance can be given that the debt restructuring initiatives will be
successful or that the senior secured bank group will afford the Company
necessary waivers or extensions to accomplish the debt restructuring. Debenture
holders should address inquiries to the information agent at Mellon Investor
Services at 1-888-253-1393.

Sale of Select Assets
The Company also announced it is pursuing the sale of select foreign energy
assets to further enhance its cash position. No announcements will be made
unless and until a definitive agreement is reached or until such a transaction
closes, however.

Full Year 2001 Recurring Base EBIT To Exceed Previous Guidance
Finally, the Company announced that the recurring earnings before interest and
taxes for its core energy business (recurring base EBIT) for the year 2001 will
exceed its previously announced estimates. The Company expects to issue its full
year 2001 earnings report later in March.

                              *        *        *

Covanta Energy Corporation is an internationally recognized designer, developer,
owner and operator of power generation projects and provider of related
infrastructure services. The Company's independent power business develops,
structures, owns, operates and maintains projects that generate power for sale
to utilities and industrial users worldwide. Its waste-to-energy facilities
convert municipal solid waste into energy for numerous communities,
predominantly in the United States. The Company also offers single-source
design/build/operate capabilities for water and wastewater treatment
infrastructures. Additional information about Covanta can be obtained via the
Internet at www.covantaenergy.com, or through the Company's automated
information system at 866-COVANTA (268-2682).

Certain statements included in this news release are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements above
include, but are not limited to, expected earnings and future financial
performance. Although Covanta believes that its expectations are reasonable, it
can give no assurance that these expectations will prove to have been correct.
Factors that could cause Covanta's actual results to differ materially from
those contemplated in the forward-looking statements above include, among
others, the following:

   o  Economic, capital market and other business conditions affecting power
      generation enterprises specifically and commerce generally including
      interest, inflation and exchange rates; weather conditions;
      creditworthiness of customers and suppliers, changes in fuel costs and
      supply; unscheduled outages; environmental incidents; electric
      transmission restraints and risks and uncertainties associated with the
      recently deregulated energy industry;

   o  Trade, monetary, fiscal, taxation, energy regulation and environmental
      policies of governments, agencies and similar organizations in geographic
      areas where Covanta has a financial interest;

   o  Financial or regulatory accounting principles or policies imposed by the
      Financial Accounting Standards Board, the Securities and Exchange
      Commission, the Federal Energy Regulatory Commission and similar entities
      with regulatory oversight, including without limitation the impact of
      newly adopted FASB 133 relating to accounting for derivatives which is
      effective beginning January 1, 2001. The impact of FASB 133 will vary
      between accounting periods based on changes in pricing of various items
      bought and sold by the Company.

   o  Cost and other effects of legal and administrative proceedings,
      settlements, investigations and claims;

   o  Limitations on Covanta's ability to control the development or operation
      of projects in which Covanta has less than 100% interest;

   o  The lack of operating history at development projects provides only a
      limited basis for management to project the results of future operations.

                                      # # #

Contacts:  Investor Relations:
           Louis M. Walters 973-882-7260

           Media Relations:
           Eric Berman, David Lilly
           Kekst & Company, 212-521-4800