UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

This Amendment No. 3 amends and supplements the Schedule 13D originally filed on December 12, 2003, as amended, and is being filed on behalf of D. E. Shaw Laminar Portfolios, L.L.C., a Delaware limited liability company (“Laminar”), D. E. Shaw & Co., L.P., a Delaware limited partnership (“DESCO LP”), D. E. Shaw & Co., L.L.C., a Delaware limited liability company (“DESCO LLC”), and David E. Shaw, a citizen of the United States of America (David E. Shaw, together with Laminar, DESCO LP and DESCO LLC, collectively, the “Reporting Persons”), relating to the common stock, par value $0.10 per share (“Common Stock”), of Danielson Holding Corporation, a Delaware corporation (the “Issuer”).

Unless otherwise defined, capitalized terms used in this Amendment No. 3 shall have the meaning ascribed to them in the original Schedule 13D filed by the Reporting Persons on December 12, 2003 (the “Original Schedule 13D”).

Item 3.

Source and Amount of Funds or Other Consideration

The information in this Item 3 is hereby amended and supplemented by inserting the following text immediately after the last paragraph of Item 3:

In connection with the Issuer’s previously announced rights offering of approximately $400 million of newly-issued shares of its Common Stock (the “Rights Offering”), and pursuant to that certain Equity Commitment entered into by the Issuer and Laminar, dated January 31, 2005 (the “Equity Commitment”), Laminar purchased on June 20, 2005 12,266,299 shares of Common Stock at a price of $6.00 per share in cash for an aggregate purchase price of $73,597,799, the source of which was the working capital of Laminar.

Item 4.

Purpose of Transaction

The information in this Item 4 is hereby amended and supplemented by inserting the following text immediately after the second paragraph of Item 4:

Laminar acquired additional shares of Common Stock in the Rights Offering for the purpose of investing in the Issuer.

Laminar may acquire additional shares of Common Stock in the Rights Offering pursuant to the oversubscription right provided for in the Equity Commitment.

Item 5.

Interest in Securities of the Issuer

The information in this Item 5 is hereby amended and restated with the following text:

(a)          Laminar may be deemed to own 25,895,521 shares of Common Stock of the Issuer (the “Subject Shares”).  To the knowledge of the Reporting Persons, there are a total of 140,754,120 shares of Common Stock outstanding, based on information provided to the Reporting Persons by the Issuer.  Based upon the foregoing, Laminar may be deemed to own 18.4% of the Issuer. 

(b)         Laminar currently has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Subject Shares owned by Laminar. 

DESCO LP as Laminar’s investment adviser and DESCO LLC as Laminar’s managing member also may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares.  As general partner of DESCO LP, DESCO, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares.  As managing member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares.  None of DESCO LP, DESCO LLC, DESCO, Inc., or DESCO II, Inc. owns any shares of the Issuer directly and each such entity disclaims beneficial ownership of the Subject Shares.

David E. Shaw does not own any shares of the Issuer directly.  By virtue of David E. Shaw’s position as president and sole shareholder of DESCO, Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw's position as president and sole shareholder of DESCO II, Inc., which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares owned by Laminar, constituting 18.4% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such Subject Shares.  David E. Shaw disclaims beneficial ownership of the Subject Shares.

As of the date hereof, neither any Reporting Person, nor to the best knowledge of any Reporting Person, any of the persons set forth in Item 2 of the Original Schedule 13D, owns any shares of Common Stock other than the shares owned by Laminar.

(c)          Except as set forth above, during the last 60 days, no transactions in the Common Stock were effected by any Reporting Person, or to the best knowledge of any Reporting Person, any of the persons set forth in Item 2. 

(d)         No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by Laminar.

Dated:  June 23, 2005

D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.

By: D. E. SHAW & CO., L.L.C., as Managing Member

By:

/s/ Julius Gaudio

Name: Julius Gaudio

Title: Managing Director

D. E. SHAW & Co., L.P.

By:

/s/ Julius Gaudio

Name: Julius Gaudio

Title: Managing Director

D. E. SHAW & Co., L.L.C.

By:

/s/ Julius Gaudio

Name: Julius Gaudio

Title: Managing Director

DAVID E. SHAW

By:

/s/ Julius Gaudio

Name: Julius Gaudio

Title: Attorney-in-Fact for David E. Shaw*