Edgar Filing: COVANTA HOLDING CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ZELL SAMUEL

2. Issuer Name and Ticker or Trading Symbol
COVANTA HOLDING CORP [CVA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

TWO N RIVERSIDE PLAZA, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2008

(Street)

CHICAGO, IL 60606

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/21/2008		S		1,428,896	D	$ 18.41 ⁽¹⁾	15,334,991	I ⁽²⁾	Refer to FN 2
Common Stock	11/21/2008		S		114,332	D	$ 19.22 ⁽³⁾	15,220,659	I ⁽⁴⁾	Refer to FN 4
Common Stock	11/21/2008		S		248,212	D	$ 18.41 ⁽¹⁾	2,664,183	I ⁽⁵⁾	Refer to FN 5
Common Stock	11/21/2008		S		19,860	D	$ 19.22 ⁽³⁾	2,644,323	I ⁽⁶⁾	Refer to FN 6
Common Stock	11/24/2008		S		887,614	D	$ 18.98 ⁽⁷⁾	14,333,045	I ⁽⁴⁾	Refer to FN 4
Common Stock	11/24/2008		S		154,186	D	$ 18.98 ⁽⁷⁾	2,490,137	I ⁽⁶⁾	Refer to FN 6
Common Stock	11/25/2008		S		91,745	D	$ 18.42 ⁽⁸⁾	14,241,300	I ⁽⁴⁾	Refer to FN 4
Common Stock	11/25/2008		S		31,518	D	$ 19.06 ⁽⁹⁾	14,209,782	I ⁽⁴⁾	Refer to FN 4
Common Stock	11/25/2008		S		110,630	D	$ 18.42 ⁽⁸⁾	2,379,507	I ⁽⁶⁾	Refer to FN 6
Common Stock	11/25/2008		S		38,007	D	$ 19.06 ⁽⁹⁾	2,341,500	I ⁽⁶⁾	Refer to FN 6
Common Stock								15,000	D
Common Stock								25,418	I ⁽¹⁰⁾	Refer to FN 10 ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ZELL SAMUEL TWO N RIVERSIDE PLAZA SUITE 600 CHICAGO, IL 60606	X

Signatures

Samuel Zell		11/25/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents the weighted average price of multiple transactions with a range of prices between $18.20 and $19.19. The Reporting Persons, upon request by the Commission Staff, the Issuer or a security holder of an Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price.
(2)	Such shares are beneficially owned by SZ Investments, L.L.C. ("SZI"). SZI is indirectly owned by trusts established for the benefit of Samuel Zell and members of his family (the "Trusts"). The Trustee of the Trusts is Chai Trust Company, LLC ("Chai"), of which Samuel Zell is neither an officer nor a director, and thus he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(3)	Represents the weighted average price of multiple transactions with a range of prices between $19.20 and $19.29. The Reporting Persons, upon request by the Commission Staff, the Issuer or a security holder of an Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price.
(4)	Such shares are beneficially owned by SZI. Mr. Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(5)	Such shares are beneficially owned by EGI-Fund (05-07) Investors, L.L.C. ("05-07"), which is indirectly owned by the Trusts. Mr. Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(6)	Such shares are beneficially owned by (05-07). Mr. Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(7)	Represents the weighted average price of multiple transactions with a range of prices between $18.59 and $19.29. The Reporting Persons, upon request by the Commission Staff, the Issuer or a security holder of an Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price.
(8)	Represents the weighted average price of multiple transactions with a range of prices between $17.95 and $18.94. The Reporting Persons, upon request by the Commission Staff, the Issuer or a security holder of an Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price.
(9)	Represents the weighted average price of multiple transactions with a range of prices between $18.95 and $19.50. The Reporting Persons, upon request by the Commission Staff, the Issuer or a security holder of an Issuer, undertakes to provide further information regarding the number of securities purchased at each separate price.
(10)	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.

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