FORM 10-Q/A
                                  Amendment #1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

|X|       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the quarterly period ended June 30, 2002

                                       OR

|_|       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

            For the transition period from _____________  to ____________


                          Commission file number 1-3122

                Covanta Energy Corporation (Debtor in Possession)
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                       13-5549268
- ---------------------------              ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

                        40 Lane Road, Fairfield, NJ 07004
               ---------------------------------------------------
               (Address or principal executive office) (Zip code)


                                 (973) 882-9000
               ---------------------------------------------------
               (Registrant's telephone number including area code)


                                 Not Applicable
               ---------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes |_|    No  |X|

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares of the registrant's Common Stock outstanding as of November
1, 2002 was 49,827,651 shares. The number of shares of the registrant's $1.875
Cumulative Convertible Preferred Stock (Series A) outstanding as of November 1,
2002 was 33,049 shares.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibits are filed as a part of this report:

                  10.0     Material Contracts

                  10.1(a) Second Amendment to Debtor-in-Possession Credit
                  Agreement, dated as of May 10, 2002, among the Company, the
                  Subsidiaries listed on the signature pages thereof as
                  Borrowers, the Subsidiaries listed on the signature pages
                  thereof as Subsidiary Guarantors, the Lenders listed therein,
                  Bank of America, N.A., as Administrative Agent, and Deutsche
                  Bank AG, New York Branch, as Documentation Agent, transmitted
                  herewith as Exhibit 10.1(a).

                  10.1(b) Third Amendment and Limited Waiver to
                  Debtor-in-Possession Credit Agreement, dated as of October 4,
                  2002, among the Company, the Subsidiaries listed on the
                  signature pages thereof as Borrowers, the Subsidiaries listed
                  on the signature pages thereof as Subsidiary Guarantors, the
                  Lenders listed therein, Bank of America, N.A., as
                  Administrative Agent, and Deutsche Bank AG, New York Branch as
                  Documentation Agent, transmitted herewith as Exhibit 10.1(b).


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



Date: November 13, 2002                  COVANTA ENERGY CORPORATION
                                         (Registrant)



                                         By: /s/ Scott G. Mackin
                                             --------------------------------
                                             Scott G. Mackin
                                             President and Chief Executive
                                             Officer


                                         By: /s/ William J. Keneally
                                             --------------------------------
                                             William J. Keneally
                                             Senior Vice President
                                             and Chief Accounting Officer