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 2, 2003

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


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


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


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

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



         Item 5. Other Events and Required FD Disclosure.

         On December 2, 2003, Covanta Energy Corporation ("Covanta") issued a
press release announcing that they have signed a definitive agreement with
Danielson Holding Corporation ("Danielson") under which Danielson will acquire
Covanta's energy and water businesses in connection with Covanta's emergence
from bankruptcy. A copy of the press release is attached hereto as Exhibit 99.

         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)  Exhibits:

          99.  Press release issued by Covanta Energy Corporation on December 2,
               2003.




                                   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 hereto duly authorized.

Date: December 3, 2003

                                    COVANTA ENERGY CORPORATION


                                    By:  /s/ Jeffrey R. Horowitz
                                         -----------------------
                                    Name:  Jeffrey R. Horowitz
                                    Title: Senior Vice President, General
                                           Counsel and Secretary

EX-99

                                                                      Exhibit 99

       DANIELSON HOLDING CORPORATION TO ACQUIRE COVANTA ENERGY CORPORATION

CHICAGO, IL and FAIRFIELD, NJ -- December 2, 2003 -- Danielson Holding
Corporation (AMEX:DHC) and Covanta Energy Corporation today announced that they
have signed a definitive agreement under which Danielson will acquire Covanta's
energy and water businesses in connection with Covanta's emergence from
bankruptcy. Danielson will not acquire Covanta's geothermal and other assets,
the dispositions of which are already under contract with other buyers for
disposition under Covanta's Chapter 11 process. In addition, Danielson and
Covanta have agreed on principal terms of new credit arrangements for Covanta' s
domestic and international businesses.

Covanta will remain headquartered in Fairfield, New Jersey. Anthony J. Orlando
will continue to serve as the company's Chief Executive Officer and the
company's existing management structure will stay in place.

"This acquisition by Danielson offers a superior deal to Covanta's creditors and
is supported by Covanta's management, the agents for its secured bank group, its
ad hoc committee of 9.25% debenture holders and its official unsecured
creditors' committee," stated Covanta Chief Executive Officer Tony Orlando. "We
believe that, under the Danielson plan, Covanta will be in a better position
from which to emerge from Chapter 11 than under the prior plan, which is being
superseded by the Danielson plan. We are confident that the Danielson
acquisition will be advantageous to the company's clients and employees,"
concluded Mr. Orlando.

Under the terms of the proposed transaction, Danielson would acquire 100% of
Covanta' s equity in consideration for $30 million. As a result of the
transaction, Covanta expects to emerge from bankruptcy with approximately $50
million in cash and revolving credit facility availability. In addition,
Danielson has obtained commitments from certain of its shareholders to provide a
new $118 million replacement letter of credit facility to Covanta, secured by a
second lien on Covanta's domestic assets. With respect to Covanta~s domestic
operations, the transaction also provides for a new $139 million first lien
secured letter of credit facility and $205 million of senior secured notes
accreting to $230 million by 2011, and an unspecified amount of unsecured notes.
D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar"), a significant creditor of
Covanta, has agreed with Danielson to provide a $10 million secured revolving
loan facility to Covanta's international operations, which would also issue up
to $95 million of secured 3-year term notes to Covanta's creditors.

To implement the proposed transaction, Covanta anticipates filing a revised
proposed plan of reorganization, a revised proposed plan of liquidation for
certain non-core businesses, and an accompanying draft disclosure statement,
each reflecting this transaction, with the Bankruptcy Court for the Southern
District of New York, where its Chapter 11 cases are pending. The proposed
Danielson transaction does not affect Covanta's recently filed plans to sell its
geothermal assets to Ormat Nevada, Inc. which was declared the winning bidder
following the auction of those assets.

The proposed transaction between Covanta and Danielson remains subject to the
completion of certain documentation, approval by holders of claims against
Covanta, and entry of an order by the Bankruptcy Court confirming Covanta's
revised proposed reorganization plan necessary to implement this transaction.
There can be no assurance that the Bankruptcy Court will approve, or that the
holders of claims against Covanta will vote to support, the new reorganized
proposed plan embodying the transaction with Danielson or that final
documentation will be reached on terms satisfactory to all parties. Subject to
receipt of these approvals, the companies expect the transaction to close in the
first quarter of 2004.

Danielson has obtained the financing necessary for the Covanta acquisition from
three of its shareholders: SZ Investments, L.L.C., Third Avenue Trust, on behalf
of Third Avenue Value Fund, and Laminar have provided $40 million of bridge
financing to Danielson in exchange for a note convertible into shares of
Danielson common stock at a price of $1.53 per share. Danielson will use $30
million of the proceeds from the bridge financing first to post a deposit with
Covanta. The deposit would then be used as Danielson's purchase price for
Covanta's equity interests. Danielson will use the remainder of the proceeds to
pay certain transaction expenses and for general corporate purposes. Danielson
expects to refinance the convertible note through a pro rata rights offering to
its shareholders following the closing of the Covanta acquisition. Danielson
intends to issue rights to purchase 0.75 shares for each outstanding share of
Danielson common stock at an exercise price of $1.53 per share in a registered
rights offering. If Danielson does not refinance the entire convertible note,
the remainder of the note would be convertible into shares of Danielson common
stock at the rights offering price of $1.53 per share. In addition, Laminar has
agreed to purchase up to an additional 8.75 million shares of Danielson common
stock at $1.53 per share based upon the levels of public participation in the
rights offering. The financing and other related party transactions were
approved by a special committee of independent directors of Danielson.

THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OF COVANTA ENERGY CORPORATION, DANIELSON HOLDING
CORPORATION OR ANY OF THEIR AFFILIATES NOR SHALL THERE BE ANY SALE OF SECURITIES
iN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
STATE OR JURISDICTION, OR, IF FOR THE ADMINISTRATIVE CONVENIENCE OF THE COURT
SYSTEM, THE PROPOSED TRANSACTIONS ARE IMPLEMENTED THROUGH A VOLUNTARY PLAN UNDER
THE BANKRUPTCY CODE, A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN UNDER
THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL BE MADE iN COMPLIANCE
WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.

Covanta Energy Corporation is an internationally recognized designer, developer,
owner and operator of power generation projects and provider of related
infrastructure services. Its waste-to-energy facilities convert municipal solid
waste into energy for numerous communities, predominantly in the United States.
The Company also operates water and wastewater treatment infrastructures.

Danielson Holding Corporation is an American Stock Exchange listed company,
engaging in the 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.

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 PLSRA 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, Covanta's and Danielson's
ability to successfully consummate the transactions contemplated by the proposed
acquisition and financial restructuring, Covanta's ability to obtain the consent
of its creditors; and other factors, risks and uncertainties that are described
in Item 1 of Danielson's Annual Report on Form 10-K for the year ended December
27, 2002 and in other securities filings by Danielson or Covanta. Although
Danielson 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 of its
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 neither Danielson
nor Covanta has any or has 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
Philip G. Tinkler
Chief Financial Officer
Danielson Holding Corporation
(312) 466-4030

FOR COVANTA ENERGY CORPORATION
Kent Burton
Senior Vice President
Covanta Energy Corporation
(703) 246-0833