EX-24

                                                                      Exhibit 24


                                POWER OF ATTORNEY
                               FOR CERTAIN FILINGS
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

      Anne Dinning,

      Julius Gaudio,

      Lou Salkind,

      Stuart Steckler, and

      Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the
general partner of D. E. Shaw & Co., L. P. and general partner or managing
member of other entities, any which in turn may be acting for itself or other
entities) all documents, certificates, instruments, statement, other filings,
and amendments to the forgoing (collectively, "documents") determined by such
person to be necessary or appropriate to comply with ownership or control-person
reporting requirements imposed by any United States or non-United States
governmental or regulatory authority, including without limitation Forms 3, 4,
5, 13D, 13F, and 13G required to be filed with the Securities and Exchange
Commission; and delivering, furnishing or filing any such documents with the
appropriate governmental or regulatory authority. Any such determination shall
be conclusively evidenced by such person's execution, delivery, furnishing,
and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the
power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.

Date: February 24, 2004

DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/David E. Shaw
New York, New York






                                POWER OF ATTORNEY
                               FOR CERTAIN FILINGS
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

      Anne Dinning,

      Julius Gaudio,

      Lou Salkind,

      Stuart Steckler, and

      Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of
substitution, for the purpose of, from time to time, executing in my name and/or
my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself and as
the managing member of D. E. Shaw & Co., L.L.C., which in turn may be acting for
itself or as the managing member of other companies) all documents,
certificates, instruments, statement, other filings and amendments to the
forgoing (collectively, "documents") determined by such person to be necessary
or appropriate to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or regulatory
authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required
to be filed with the Securities and Exchange Commission; and delivering,
furnishing or filing any such documents with the appropriate governmental or
regulatory authority. Any such determination shall be conclusively evidenced by
such person's execution and delivery, furnishing or filing of the applicable
document.

This power of attorney shall be valid from the date hereof and replaces the
power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth
below.

Date:  February 24, 2004

DAVID E. SHAW, as President of
D. E. Shaw & Co. II, Inc.
/s/David E. Shaw
New York, New York

EX-99.1

                                                                    Exhibit 99.1




                            Explanation of Responses


(1)  The shares of common stock, par value $0.10 per share (the "Common Stock")
     of the Issuer to which this form relates are held directly by D. E. Shaw
     Laminar Portfolios, L.L.C. ("Laminar"). D. E. Shaw & Co., L.P. ("DESCO
     LP"), as investment adviser to Laminar, D. E. Shaw & Co., L.L.C. ("DESCO
     LLC"), as managing member of Laminar, and Mr. David E. Shaw ("David E.
     Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which
     is the general partner of DESCO LP, and as president and sole shareholder
     of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC)
     may be deemed to be the beneficial owners of more than 10% of the Common
     Stock of the Issuer for purposes of Rule 16a-1(a) of the Securities
     Exchange Act of 1934. In accordance with instruction 5(b)(iv), the entire
     number of shares of Common Stock that may be deemed to be beneficially
     owned by DESCO LP and DESCO LLC is reported herein. Each of DESCO LP, DESCO
     LLC and David E. Shaw disclaim any beneficial ownership of any of the
     securities listed in this Form 3, except to the extent of any pecuniary
     interest therein.

EX-99.2

                                                                    Exhibit 99.2



          Attachment to Form 3 in accordance with instruction 5(b)(v).
                         FORM 3 JOINT FILER INFORMATION

                                             
  Name and Address:                             D. E. Shaw & Co., L.P.
                                                120 West Forty-Fifth Street, Floor 39, Tower 45
                                                New York, NY 10036
  Date of Event Requiring Statement:            6/11/04
  Issuer and Ticker Symbol:                     Danielson Holding Corporation ("DHC")
  Relationship to Issuer:                       Other (see footnote 1)
  Designated Filer:                             D. E. Shaw Laminar Portfolios, L.L.C.
  Title of Security:                            Common Stock
  Amount of Securities Beneficially Owned:      13,629,222
  Ownership Form:                               See footnote 1
  Signature:                                    See attached signature page


  Name and Address:                             D. E. Shaw & Co., L.L.C.
                                                120 West Forty-Fifth Street, Floor 39, Tower 45
                                                New York, NY 10036
  Date of Event Requiring Statement:            6/11/04
  Issuer and Ticker Symbol:                     Danielson Holding Corporation ("DHC")
  Relationship to Issuer:                       Other (see footnote 1)
  Designated Filer:                             D. E. Shaw Laminar Portfolios, L.L.C.
  Title of Security:                            Common Stock
  Amount of Securities Beneficially Owned:      13,629,222
  Ownership Form:                               See footnote 1
  Signature:                                    See attached signature page


  Name and Address:                             David E. Shaw
                                                120 West Forty-Fifth Street, Floor 39, Tower 45
                                                New York, NY 10036
  Date of Event Requiring Statement:            6/11/04
  Issuer and Ticker Symbol:                     Danielson Holding Corporation ("DHC")
  Relationship to Issuer:                       Other (see footnote 1)
  Designated Filer:                             D. E. Shaw Laminar Portfolios, L.L.C.
  Title of Security:                            Common Stock
  Amount of Securities Beneficially Owned:      13,629,222
  Ownership Form:                               See footnote 1
  Signature:                                    See attached signature page









                                   D. E. SHAW & Co., L.P.


                                   By: /s/ Eric Wepsic
                                       -------------------------
                                       Name: Eric Wepsic
                                       Title: Managing Director


                                   D. E. SHAW & CO., L.L.C.


                                   By: /s/ Eric Wepsic
                                       -------------------------
                                       Name: Eric Wepsic
                                       Title: Managing Director


                                   David E. Shaw


                                   By: /s/ Eric Wepsic
                                       -------------------------
                                       Name: Eric Wepsic
                                       Title: Attorney-in-Fact for David E. Shaw