SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                   FORM U-57/A

                 NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS
                        Filed under Section 33(a) of the
             Public Utility Holding Company Act of 1935, as amended

                        COVANTA BANGLADESH OPERATING, LTD

                                       BY

                           COVANTA ENERGY CORPORATION

     This filing amends and restates the Form U-57 submitted on June 7, 1999 in
File 073-00123 in order to notify the SEC of a change in the upstream ownership
of Covanta Bangladesh Operating, Ltd. ("Covanta Bangladesh").1

     Pursuant to Section 33 of the Public Utility Holding Company Act of 1935,
as amended ("PUHCA"), Covanta Energy Corporation ("Covanta"), acting on behalf
of Covanta Bangladesh, hereby files with the United States Securities and
Exchange Commission ("Commission") notice that Covanta Bangladesh is a foreign
utility company within the meaning of PUHCA.

     Covanta requests that the Commission address communications concerning this
notice to:



                                            
Timothy J. Simpson                             Glenn J. Berger
Senior Vice President and General Counsel      Paul Silverman
Covanta Energy Corporation                     Skadden, Arps, Slate, Meagher & Flom LLP
40 Lane Road                                   1440 New York Ave., N.W.
Fairfield, New Jersey 07004                    Washington, D.C.  20005
(973) 882-7308 (Tel.)                          (202) 371-7920 (Tel.)
(973) 882-7357 (Fax)                           (202) 371-7813 (Fax)
tsimpson@covantaenergy.com                     gberger@skadden.com

                                               H. Liza Moses
                                               LeBoeuf, Lamb, Greene & MacRae, LLP
                                               125 W. 55th Street
                                               New York, New York 10019-5389
                                               (212) 424-8224 (Tel.)
                                               (212) 424-8500 (Fax)
                                               Lmoses@llgm.com


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1    In connection with the change in name of Covanta Bangladesh's parent
company from Ogden Corporation to Covanta Energy Corporation as of March 2001,
Applicant changed its name from Ogden Bangladesh Operating, Ltd. to Covanta
Bangladesh Operating, Ltd.




Item 1

     The name and business address of the entity claiming foreign utility
company status under Section 33(a) of PUHCA is:

Covanta Bangladesh Operating, Ltd.
IBD Bhaban (11th Floor)
1/8-A, Rokeya Sharani
Sher-e-B angla Nagar, Dhaka - 1207
Bangladesh

     Covanta Bangladesh operates a barge mounted dual fuel (heavy oil/natural
gas) engine power plant (the "Facility"), consisting of eight diesel generator
sets, transformers and related onshore facilities, located in Haripur,
Bangladesh. The Facility has an aggregate installed capacity of 120 MW while
operating on heavy fuel oil and 115 MW while operating on natural gas. The
Facility also consists of a 132kV interconnecting transmission line and
associated equipment, which is mounted on the barge in order to connect the
Facility to the facilities of the Bangladesh Power Development Board (the
"BPDB"). The Facility will supply power to BPDB, the state-owned generation and
transmission utility in Bangladesh, pursuant to a fifteen-year power purchase
agreement.

The ownership of Covanta Bangladesh is as follows:

     Covanta Bangladesh Operating, Ltd., a company organized under the laws of
Bangladesh, is a wholly-owned subsidiary of Covanta Energy India Investments
Ltd., a company organized under the laws of Mauritius, which, in turn, is a
wholly-owned subsidiary of Covanta Power International Holdings, Inc., which is
an indirect, wholly-owned subsidiary of Covanta Energy Group, Inc., a company
organized under the laws of Delaware. Covanta Energy Group, Inc. is a
wholly-owned subsidiary of Covanta, a company organized under the laws of
Delaware, which was recently acquired by, and is now a wholly-owned subsidiary
of, Danielson Holding Corporation ("Danielson").

     Danielson is a Delaware corporation that engages through subsidiaries in
the financial services and specialty insurance business. Danielson is a publicly
traded company whose shares are widely held by individual investors as well as
financial entities. To Danielson's knowledge, based in part upon information
publicly filed with the U.S. Securities and Exchange Commission, the only
entities that own five percent or more of Danielson's common stock are: SZ
Investments, LLC, a private equity investment fund which owns 17.94 percent of
Danielson's common stock; D. E. Shaw Laminar Portfolios, L.L.C., an investment
fund ;which owns 7.42 percent of Danielson's common stock; and Third Avenue
Value Fund, an investment company managed by Third Avenue Management, which owns
6.92 percent of Danielson's common stock. To Danielson's knowledge, no entity
that directly or indirectly owns five percent or more of Danielson's voting
securities is a public utility holding company.2

     Covanta Bangladesh derives no part of its income, directly or indirectly,
from the generation, transmission, or distribution at retail of natural or
manufactured gas for heat, lights, or power, within the United States, and
Covanta Bangladesh is not a public utility company operating in the United
States.


Item 2

     Covanta Bangladesh is not an associate company, as defined in Section 2(a)
of PUHCA, of any public utility company in the United States.


Exhibit A

     The requirement for State commission certification set forth in section
33(a)(2) of PUHCA is not applicable to this notification because Covanta
Bangladesh is not an associate company, or an affiliate company of any domestic
public utility company.










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2    D. E. Shaw Laminar, which, as set out above, is expected to own a 5 percent
or greater voting interest in Danielson, is an associate company of power
marketers that are engaged in the sale of electric power at wholesale but do not
own any physical facilities for the generation, transmission or distribution of
electric energy for sale. The Commission does not consider power marketers to be
electric utility companies under the PUHCA. See, e.g., Arizona Electric Power
Cooperative, Inc., et al., 2001 SEC No-Act. LEXIS 685, at *54 (2001) (and
citations therein); Enron Capital & Trade Resources Corp., SEC 1987 No-Act.
LEXIS (1987).





                                    SIGNATURE

     The undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.


                                             COVANTA ENERGY CORPORATION

                                             By:  /s/ Timothy J. Simpson
                                                  -------------------------
                                                  Timothy J. Simpson
                                                  Senior Vice President and
                                                  General Counsel

Dated: March 19, 2004