EXHIBIT 10.4(a)(i)
                                                              ------------------

                                    AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT
                              --------------------

       THIS AMENDMENT (the "Amendment"), effective as of November 26, 2001, to
the Employment Agreement by and between Lynde H. Coit (the "Employee") and
Covanta Energy Corporation (f/k/a Ogden Corporation) (the "Company"), dated as
of October 1, 1998 (the "Agreement"), is by and between the Company and the
Employee.

                                 WITNESSETH THAT

       WHEREAS, the Company and the Employee are parties to the Agreement; and

       WHEREAS, the parties wish to amend the Agreement to reflect the change
from the Ogden Corporation to Covanta Energy Corporation, and to revise the
definition of Change in Control;

       NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Company and the Employee hereby agree to amend the
Agreement in the following respects, and only in the following respects, with
all other terms and conditions remaining in full force and effect as previously
agreed in the Agreement:

1.     All references in the Agreement to Ogden Corporation are hereby amended
to refer to Covanta Energy Corporation.

2.     Appendix A to the Agreement shall be amended to read as follows:

       "The following definition of Change in Control shall apply for purposes
of Paragraph 10(f) of the Agreement:

       Change in Control. Change in Control of the Company shall be deemed to
       have occurred as of the first day any one or more of the following
       conditions shall have been satisfied:

       (a) the acquisition by any person or group (within the meaning of Section
       13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
       (the "Exchange Act")) of beneficial ownership (within the meaning of Rule
       13d-3 under the Exchange Act) of 25% or more of either (i) the then
       outstanding shares of common stock of the Company or (ii) the combined
       voting power of the then outstanding voting securities of the Company
       entitled to vote generally in the election of directors, provided that
       the following acquisitions shall not constitute a Change in Control: (i)
       any acquisition directly from the Company (excluding any acquisition by
       virtue of the exercise of a conversion privilege), (ii) any acquisition
       by the Company; (iii) any acquisition by any employee benefit plan (or
       related trust) sponsored or maintained by the Company, or any corporation
       controlled by the Company, or (iv) any acquisition by any corporation
       pursuant to a reorganization, merger or consolidation, if following such
       reorganization, merger or consolidation the conditions described in
       clause (iii) of paragraph (c) below are met.

       (b) Individuals who, as of May 20, 1998 constitute the Board of Directors
       of the Company (the "Incumbent Board") cease for any reason to constitute
       at least a majority of the Board; provided, however, that any individual
       becoming a director subsequent to May 20, 1998 whose election, or
       nomination for election by the Company shareholders, was approved by a
       vote of at least a majority of the directors then comprising the
       Incumbent Board shall be considered as though such individual were a
       member of the Incumbent Board, but excluding, for this purpose, any such
       individual whose initial assumption of office occurs as a result of an
       actual or threatened election contest with respect to the election or
       removal of directors or other actual or threatened solicitation of
       proxies or consents by or on behalf of a person other than the Board; or

       (c) The stockholders of the Company approve: (i) a plan of complete
       liquidation of the Company; or (ii) an agreement for the sale or
       disposition of all or substantially all the Company's assets; or (iii) a
       merger, consolidation, or reorganization of the Company with or involving
       any other corporation, limited liability entity or similar person, other
       than a merger, consolidation, or reorganization that would result in the
       voting securities of the Company outstanding immediately prior thereto
       continuing to represent (either by remaining outstanding or by being
       converted into voting securities of the surviving entity) at least
       seventy-five percent (75%) of the combined voting power of the voting
       securities of the Company (or such surviving entity) outstanding
       immediately after such merger, consolidation, or reorganization."

       All provisions of the Agreement not specifically mentioned in this
Amendment shall be considered modified to the extent necessary to be consistent
with the changes made by this Amendment.

       IN WITNESS WHEREOF, the Employee has hereunto set his hand and the
Company has caused this Amendment to be executed.


ATTEST:                                  COVANTA ENERGY CORPORATION

    /s/ Jeffrey R. Horowitz                  /s/ Stephen M. Gansler
--------------------------------         --------------------------------
                                         By:  Stephen M. Gansler
                                         Its: Vice President, Human Resources
                                         Date:



                                         LYNDE H. COIT


                                               /s/ Lynde H. Coit
                                         --------------------------------
                                         Lynde H. Coit
                                         Date: 11/26/01