X0202 4 2005-10-17 0000225648 COVANTA HOLDING CORP CVA 0001263972 DE SHAW LAMINAR PORTFOLIOS LLC 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 0 0 1 1 See Footnotes 2 and 3. 0001009268 SHAW D E & CO L P /NY/ 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 0 0 1 1 See Footnotes 2 and 3. 0001277502 D E SHAW & CO LLC 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 0 0 1 1 See Footnotes 2 and 3. 0001023870 SHAW DAVID E 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 0 0 1 1 See Footnotes 2 and 3. Warrant to purchase Common Stock (right to buy) 1.53 2005-10-17 4 J 0 333358 0 A 2006-01-30 2006-02-21 Common Stock 333358 333358 D Warrant to purchase Common Stock (right to buy) 6.00 2005-10-17 4 J 0 300022 0 A 2006-01-30 2006-02-21 Common Stock 300022 300022 D The Reporting Person acquired this warrant from the Issuer, which offered, as an inducement to facilitate the approval of the Issuer's proposed plan of reorganization, identical warrants (the "Base Warrants") to all holders of 9.25% debentures of Covanta Energy Corporation ("Covanta"), including the Reporting Person, who voted in favor of the second plan of reorganization for Covanta sponsored by the Issuer. The securities 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. (Continued in Footnote 3). In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by DESCO LP or DESCO LLC is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein. The Reporting Person acquired this warrant from the Issuer, which offered identical warrants to all holders of the Base Warrants to allow those holders, including the Reporting Person, to acquire additional shares of the Issuer's common stock, at the same purchase price and in an equivalent amount, to the shares of common stock that such holders would have been entitled to purchase in an earlier rights offering (the "Ref-Fuel Rights Offering") had the offering of the Base Warrants been consummated on or prior to the record date of the Ref-Fuel Rights Offering. D. E. Shaw Laminar Portfolios, L.L.C. By: D. E. Shaw & Co., L.L.C., as Managing Member By: /s/ Julius Gaudio, Managing Director 2006-02-23