SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ZELL SAMUEL (Last) (First) (Middle) TWO N RIVERSIDE PLAZA SUITE 600 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DANIELSON HOLDING CORP [ DHC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/09/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.10 par value	06/09/2004		X		5,055,618	A	$1.53	11,796,442	I	By LLC(1)
Common Stock, $0.10 par value	06/09/2004		X		5,250	A	$1.53	12,250	I	By Spouse, as Trustee of Helen Zell Revocable Trust(2)
Common Stock, $0.10 par value	06/11/2004		X		826	A	$1.53	13,076	I	By Spouse, as Trustee of Helen Zell Revocable Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to purchase common stock (right to buy)(3)	$1.53	06/09/2004		X			6,740,824	05/18/2004	06/09/2004	Common Stock, par value $0.10	5,055,618	$0	0	I	By LLC(5)
Warrant to purchase common stock (right to buy)(3)	$1.53	06/09/2004		X			7,000	05/18/2004	06/09/2004	Common Stock, par value $0.10	5,250	$0	0	I	By Spouse, as Trustee of Helen Zell Revocable Trust(6)
Warrant to purchase common stock (right to buy)(4)	$1.53	06/11/2004		X			826	06/11/2004	06/11/2004	Common Stock, par value $0.10	826	$0	0	I	By Spouse, as Trustee of Helen Zell Revocable Trust(6)

Explanation of Responses:

1. Such shares of Common Stock are beneficially owned by SZ Investments, L.L.C., a Delaware limited liability company ("SZ"). Certain of the indirect members of SZ are trusts established for the benefit of Samuel Zell and members of his family.

2. Such shares of Common Stock are beneficially owned by the Helen Zell Revocable Trust ("HZRT"). Samuel Zell's spouse, Helen Zell, is the trustee of HZRT. Samuel Zell disclaims beneficial ownership of such shares held by HZRT except to the extent of his pecuniary interest therein.

3. The Issuer issued in a rights offering at no charge one non-transferrable warrant with respect to each share of its Common Stock outstanding as of the close of business on May 17, 2004. Each warrant gave the holder the right to purchase 0.75 shares of the Issuer's Common Stock at a price of $1.53 per share. Each warrant holder could also elect to purchase additional shares at the exercise price if other warrant holders did not fully exercise their warrants.

4. Election to purchase additional shares pursuant to an oversubscription privilege in the rights offering, the amount of which was not determinable prior to the the closing of the rights offering referred to in footnote 3 above.

5. Warrant held by SZ.

6. Warrant held by HZRT

	Samuel Zell	06/11/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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