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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(Print or Type Responses)

1. Name and Address of Reporting Person * DE SHAW LAMINAR PORTFOLIOS LLC   2. Issuer Name and Ticker or Trading Symbol DANIELSON HOLDING CORP [DHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See footnote (1) (Last) (First) (Middle) 120 W 45TH STREET, TOWER 45, 39TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 06/20/2005 (Street) NEW YORK, NY 10036 4. If Amendment, Date Original Filed(Month/Day/Year) 06/24/2005 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 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, par value $0.10 per share 06/20/2005   X   12,864,903 (2) A $ 6 26,494,125 (2) D (1)

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant to purchase Common Stock (right to buy) (3)

$ 6

06/20/2005

X

12,864,903 (2)

05/31/2005

06/21/2005

Common Stock

12,864,903 (2)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DE SHAW LAMINAR PORTFOLIOS LLC 120 W 45TH STREET TOWER 45, 39TH FLOOR NEW YORK, NY 10036		X		See footnote (1)
SHAW D E & CO L P /NY/ 120 W 45TH ST 39TH FL NEW YORK, NY 10036		X		See footnote (1)
D E SHAW & CO LLC 120 WEST 45TH STREET FLOOR 39, TOWER 45 NEW YORK, NY 10036		X		See footnote (1)
SHAW DAVID E 120 WEST 45TH STREET FLOOR 39, TOWER 45 NEW YORK, NY 10036		X		See footnote (1)

Signatures

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		06/28/2005
**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)	See Exhibit 99.1.
(2)	Amended to include 598,604 shares of Common Stock of the Issuer acquired pursuant to the exercise of oversubscription rights. The amount of oversubscription shares allocated to the Reporting Persons could not be determined on the date of the original filing and was not made known to the Reporting Persons until June 27, 2005.
(3)	Pursuant to a rights offering, Issuer issued at no charge one warrant with respect to each share of its Common Stock entitling each holder to purchase 0.90 shares of the Issuer's Common Stock at a price of $6.00 per share. Each holder also received an oversubscription right entitling such holder to purchase additional shares at $6.00 per share if other holders do not fully exercise their warrants.
Remarks: Exhibit List:  Exhibit 99.1 - Explanation of Responses  EXhibit 99.2 - Joint Filing Agreement

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