Covanta Holding Corp – ‘10-K’ for 12/31/03 – EX-31.1

On:  Monday, 3/15/04, at 4:56pm ET   ·   For:  12/31/03   ·   Accession #:  950123-4-3329   ·   File #:  1-06732

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                        155    891K 
 2: EX-3.2      Amended and Restated Bylaws                           13     52K 
 3: EX-4.18     Credit Agreement                                     164    671K 
 4: EX-4.19     Credit Agreement                                     175    682K 
 5: EX-4.20     Indenture                                            129    582K 
 6: EX-4.21     Indenture                                             89    410K 
 7: EX-4.24     Pledge Agreement                                      25     93K 
 8: EX-4.25     Intercreditor Agreement                               68    199K 
 9: EX-4.26     Intercreditor Agreement                               82    189K 
10: EX-4.27     Security Agreement                                    56    224K 
11: EX-4.28     Security Agreement                                    50    193K 
12: EX-4.29     Pledge Agreement                                      27     94K 
13: EX-4.30     Security and Pledge Agreement                         20     67K 
14: EX-4.31     Revolving Credit and Guaranty Agreement               85    326K 
15: EX-4.32     First Amendment to Revolving Credit Agreement          6     23K 
16: EX-4.33     Second Amendment to Revolving Credit and Guaranty     15     48K 
17: EX-4.34     Third Amendment to Revolving Credit and Guaranty       6     20K 
18: EX-4.35     Fourth Amendment to Revolving Credit and Guaranty      6     23K 
19: EX-4.36     First Preferred Fleet Mortgage                        42    141K 
20: EX-4.37     First Preferred Fleet Mortgage                        42    141K 
21: EX-4.38     First Preferred Fleet Mortgage                        42    141K 
22: EX-10.14    Separation and Termination Agreement                  12     56K 
23: EX-10.15    Separation and Termination Agreement                   4     23K 
24: EX-10.17    Release and Waiver of Employment                       9     41K 
25: EX-10.20    Engagement Letter                                      7     47K 
26: EX-10.25    Tax Sharing Agreement                                 14     50K 
27: EX-10.26    Corporate Services Reimbursement Agreement             6     31K 
28: EX-10.28    Credit Agreement                                     157    576K 
29: EX-10.29    Credit Agreement                                     132    576K 
30: EX-10.30    Management Services and Reimbursement Agreement       24     76K 
31: EX-23.1     Consent of Independent Accountants                     1     11K 
32: EX-31.1     Certificate of CEO                                     2±    15K 
33: EX-31.2     Certificate of CFO                                     2±    15K 
34: EX-32.1     Certificate of CEO                                     1     12K 
35: EX-32.2     Certificate of CFO                                     1     12K 

EX-31.1   —   Certificate of CEO

EX-31.1
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                                                                    EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 

I, Samuel Zell, certify that:                                                   

1.  I have reviewed this annual report on Form 10-K of DHC;           

2.  Based on my knowledge, this report does not contain any untrue    
         statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
      such statements were made, not misleading with respect to the period
covered by this report;                                       

  3.  Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
        respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

 4.  The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the 
registrant and have:                                          

       a) designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
        to us by others within those entities, particularly during the
period in which this report is being prepared;        

          b) evaluated the effectiveness of the registrant's disclosure controls
           and procedures and presented in this report our conclusions about
           the effectiveness of the disclosure controls and procedures as of
    the end of the period covered by this report based on such
evaluation; and                                       

       c) disclosed in this report any change in the registrant's internal
   control over financial reporting that occurred during the
          registrant's quarter ended December 31, 2003 that has materially
    affected, or is reasonably likely to materially affect the
     registrant's internal control over financial reporting; and

   5.  The registrant's other certifying officer and I have disclosed, based
  on our most recent evaluation of internal control over financial
        reporting, to the registrant's auditors and the audit committee of the
       registrant's board of directors (or persons performing the equivalent
functions):                                                   

          (a) all significant deficiencies and material weaknesses in the design
           or operation of internal control over financial reporting which
              are reasonably likely to adversely affect the registrant's ability
           to record, process, summarize and report financial information;
and                                                 

       (b) any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
internal control over financial reporting.          

                   /s/ SAMUEL ZELL
                                          --------------------------------------
               Samuel Zell
                            Chief Executive Officer/
                               Principal Executive Officer

Date: March 15, 2004                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		3/15/04
For Period End:		12/31/03		10-K/A
				List all Filings