FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   SZ INVESTMENTS LLC 2. Date of Event Requiring Statement (Month/Day/Year) 02/23/2011 3. Issuer Name and Ticker or Trading Symbol COVANTA HOLDING CORP [CVA] (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 600 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Member of 10% group 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) CHICAGO, IL 60606 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 12,607,682 D (1)   Common Stock 2,341,500 D (2) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SZ INVESTMENTS LLC TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO, IL 60606	Â	Â	Â	Member of 10% group
EGI-Fund (05-07) Investors, L.L.C. TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO, IL 60606	Â	Â	Â	Member of 10% group
CHAI TRUST CO LLC TWO NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO, IL 60606	Â	Â	Â	Member of 10% group

Signatures

/s/ Philip G. Tinkler, Vice President of SZ Investments, L.L.C.		03/02/2011
**Signature of Reporting Person		Date
/s/ Philip G. Tinkler, Vice President of EGI-Fund (05-07) Investors, L.L.C.		03/02/2011
**Signature of Reporting Person		Date
/s/ James G. Bunegar, Vice President of Chai Trust Co LLC		03/02/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	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, 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.
(2)	Such shares are beneficially owned by EGI-Fund (05-07) Investors, L.L.C., which is indirectly owned by the Trusts. Samuel Zell disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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