<PAGE>

As filed with the Securities and Exchange Commission on January 10, 1997
                                                     Registration No. 033-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.   20549

                                 -------------------

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                                 -------------------

                                  OGDEN CORPORATION
                    (Exact Name of issuer as specified in charter)


         DELAWARE                                          13-5549268
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                         Two Pennsylvania Plaza - 25th Floor
                              New York, New York   10121
                  (Address of Principal Executive Offices)(Zip Code)

                            -----------------------------

                              OGDEN SELECT SAVINGS PLAN
                               (Full title of the plan)

                                 J. L. Effinger, Esq.
                      Associate Counsel and Assistant Secretary
                                  Ogden Corporation
                                Two Pennsylvania Plaza
                              New York, New York   10121
                                    (212)868-6126
              (Name, address, including zip code, and telephone number,
                      including area code, of agent for service)

           ----------------------------------------------------------------
           ----------------------------------------------------------------

                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------

Title of securities to     Amount to be             Proposed Maximum         Proposed Maximum         Amount of
be Registered (1)          Registered (2)           Offering Price per       Aggregate                Registration Fee
                                                    Share/Unit               Offering Price

<S>                        <C>                      <C>                      <C>                      <C>
Deferred Compensa-
tion Obligations           $7,000,000               100%                     $7,000,000               $2,121.21

--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) The Deferred Compensation Obligations are unsecured obligations of Ogden
    Corporation to pay deferred compensation in the future in accordance with
    the terms of the Ogden Select Savings Plan for a select group of eligible
    employees.

(2) Estimated solely for the purpose of calculating the amount of the
    registration fee.


<PAGE>

PART I

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    The document(s) containing the information specified in Part I of this Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents filed or to be filed with the Commission by the
registrant are incorporated by reference in this registration statement:

         (a)  The registrant's latest annual report (Form 10-K) filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which contains audited financial statements for the
registrant's latest fiscal year; and

         (b)  All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above.

    All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
thereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

    The Ogden Select Savings Plan (the "Plan") allows participants to submit
elections to defer compensation, including elections as to the amount to be
deferred and the timing and manner of distribution, before the start of the
fiscal year in which the compensation will be earned.

    The amount of compensation deferred by each participant (the "Deferral
Amounts") represent unsecured general obligations of the registrant to pay
deferred compensation (plus any net investment earnings attributable thereto) in
the future in accordance with the terms of the Plan and the Trust Agreement
between the registrant or a subsidiary of the registrant and the American
Express Trust


                                          2


<PAGE>

Company, as trustee (the "Trustee") dated as of January 1, 1995 (the "Trust
Agreement") thereunder.  In the event of the insolvency of the registrant, the
trust fund established under the Trust Agreement (the "Trust") shall be subject
to the claims of the general creditors of the registrant.  In such event, all
participants and beneficiaries shall constitute unsecured general creditors of
the registrant with respect to amounts otherwise payable thereunder and shall
have no special or priority claim with respect to the assets held in the Trust.

    The Deferral Amount is determined in accordance with the Plan based on the
participant's election.  Under the Plan, Deferral Amounts may be invested in one
or more investment funds available under the Plan.  Each participant under the
Plan will have a separate participant account, and each participant's account
will be valued separately.  Any earnings and realized and unrealized gains
attributable to a participant's account shall be credited to such account on a
segregated basis, and any amounts distributed from, any realized losses incurred
by, and any expenses and fees properly chargeable to, a participant's account
shall be charged against such account on a segregated basis.

    Except as set forth in the Plan, or as otherwise provided by applicable
law, the interest of any participant in the Plan, in the Trust, or in any
distribution to be made under the Plan may not be assigned, pledged, alienated,
anticipated, or otherwise encumbered (either at law or in equity) and shall not
be subject to attachment, bankruptcy, garnishment, levy, execution, or other
legal or equitable process.  Each participant in the Plan has the right to
designate a beneficiary to receive the balance, if any, of the participant's
account at the time of the participant's death and shall have the right at any
time to revoke such designation or to substitute another such beneficiary.

    The registrant's Board of Directors has the right to amend or terminate the
Plan at any time and for any reason, provided, however, that no amendment or
termination of the Plan shall reduce any participant's or beneficiary's rights
or benefits accrued under the Plan before the date the amendment is adopted or
the Plan is terminated, as appropriate, including the participant's or
beneficiary's right to payment of the balance of the participant's account as of
such date.

    The Deferral Amounts are not convertible into another security of the
registrant.  The Trustee was appointed pursuant to the Trust Agreement to take
action with respect to the Deferral Amounts.  Pursuant to the Trust Agreement,
the Trustee shall be directed by the Plan Administrator with respect to the
investment of Trust assets in accordance with the investment decisions of the
participants (and, if applicable, beneficiaries), and the Trustee will follow
such directions.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of directors of a corporation to any of its
stockholders for monetary damage for a


                                          3

<PAGE>

breach of fiduciary duty as a director, except in the case where the director
breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit.  The Registrant's Amended and Restated
Certificate of Incorporation contains a provision that eliminates directors'
personal liability as set forth above.

    Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at its request in such capacity in another
corporation or business association against expenses (including attorneys'
fees), judgements, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

    In addition to the foregoing, (i) Article 20 of the registrant's Amended
and Restated Certificate of Incorporation provides that a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the Delaware General Corporation Law as presently in effect or
as the same may hereafter be amended and; (ii) section 16-A of the registrant's
By-laws provides that (a) the Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                   (b)  The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was


                                          4

<PAGE>

a director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of the State of Delaware
or such other court shall deem proper.

                   (c)  To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and
(b), or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

                   (d)  Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b).  Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

                   (e)  Expenses incurred in defending a civil or criminal
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in these By-laws.

                   (f)  The indemnification and advancement of expenses
provided by this Section 16-A of the By-laws shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any other by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                   (g)  The Corporation shall have power to purchase and
maintain


                                          5

<PAGE>

insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of these By-laws.

                   (h)  Any amendment to this Section 16-A shall not apply to
any liability of a director, officer, employee or agent arising out of a
transaction or omission occurring prior to the adoption of such amendment, but
any such liability based on a transaction or omission occurring prior to the
adoption of such amendment shall be governed by Section 16-A of the By-laws, as
in effect at the time of such transaction or omission, and (c) the registrant
has purchased directors and officers liability insurance which would indemnify
the directors and officers of the registrant against damages arising out of
certain kinds of claims which might be made against them based on their
negligent acts or omissions while acting in their capacity as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not Applicable.

ITEM 8.  EXHIBITS

    4    Ogden Select Savings Plan
    5    Opinion regarding Legality
    23   Consent of Independent Auditors
    24   Power of Attorney (see page S-1)

ITEM 9.  UNDERTAKINGS

    (a)  The undersigned hereby undertakes:

         (1)  To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration statement;

              (i)   to include any prospectus required by section 10(a)(3) of
the Securities Act;

              (ii)  to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

              (iii) to include any material information with respect to the
plan of


                                          6

<PAGE>

distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

              Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

    (b)  The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Exchange Act that is 
incorporated by reference in this registration statement shall be deemed to 
be a new registration statement relating to the securities offered herein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering hereof.

    (c)  Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in a successful defense of any action, suit
of proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                          7


<PAGE>

                                      SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing of Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, on November 21, 1996.

                                     OGDEN CORPORATION
                                       (Registrant)

                                     By:/S/ R. Richard Ablon
                                        --------------------------------
                                            R. Richard Ablon, Chairman of the
                                            Board, President and Chief
                                            Executive Officer



                                  POWER OF ATTORNEY


    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. L. Effinger and Lynde H. Coit true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

    Pursuant to the requirements of the Security Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated.


                                         S-1


<PAGE>

SIGNATURE                            TITLE
---------                            -----

/S/ R. Richard Ablon                 President, Chairman of the Board and Chief
-------------------------------      Executive Officer, Director
R. Richard Ablon


/S/ Philip G. Husby                  Senior Vice President, Chief Financial
-------------------------------      Officer and Treasurer
Philip G. Husby


/S/ Robert M. DiGia                  Vice President and Controller
-------------------------------      (Chief Accounting Officer)
Robert M. DiGia

/S/ Ralph E. Ablon                   Director
-------------------------------
Ralph E. Ablon

/S/ David M. Abshire                 Director
-------------------------------
David M. Abshire

/S/ Norman G. Einspruch              Director
-------------------------------
 Norman G. Einspruch

/S/ Attallah Kappas                  Director
-------------------------------
Attallah Kappas


-------------------------------      Director
Terry Allen Kramer

/S/ Judith D. Moyers                 Director
-------------------------------
Judith D. Moyers

/S/ Homer A. Neal                    Director
-------------------------------
Homer A. Neal

/S/ Stanford S. Penner               Director
-------------------------------
Stanford S. Penner

/S/ Frederick Seitz                  Director
-------------------------------
Frederick Seitz

/S/ Robert E. Smith                  Director
-------------------------------
Robert E. Smith


                                         S-2

<PAGE>

/S/ Helmut F.O. Volcker              Director
-------------------------------
Helmut F.O. Volcker

/S/ Abraham Zaleznik                 Director
-------------------------------
Abraham Zaleznik





                                         S-3

<PAGE>

                                  INDEX TO EXHIBITS



EXHIBIT NO.                                 EXHIBIT
-----------                                 -------

4                                           Ogden Select Savings Plan

5                                           Opinion regarding Legality

23                                          Consent of Independent Auditors

24                                          Power of Attorney (See Page S-1)
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 26211}]
{"company-data": {"conformed-name": "OGDEN CORP", "cik": "0000073902", "assigned-sic": "4581", "irs-number": "135549268", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19641", "film-number": "97504712"}, "business-address": {"street1": "TWO PENNSYLVANIA PLZ - 25TH FLR", "city": "NEW YORK", "state": "NY", "zip": "10121", "phone": "2128686100"}, "mail-address": {"street1": "TWO PENNSYLVANIA PLZ - 25TH FLR", "city": "NEW YORK", "state": "NY", "zip": "10121"}}
As filed with the Securities and Exchange Commission on January 10, 1997
                                                     Registration No. 033-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.   20549

                                 -------------------

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                                 -------------------

                                  OGDEN CORPORATION
                    (Exact Name of issuer as specified in charter)

         DELAWARE                                          13-5549268
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                         Two Pennsylvania Plaza - 25th Floor
                              New York, New York   10121
                  (Address of Principal Executive Offices)(Zip Code)

                            -----------------------------

                              OGDEN SELECT SAVINGS PLAN
                               (Full title of the plan)

                                 J. L. Effinger, Esq.
                      Associate Counsel and Assistant Secretary
                                  Ogden Corporation
                                Two Pennsylvania Plaza
                              New York, New York   10121
                                    (212)868-6126
              (Name, address, including zip code, and telephone number,
                      including area code, of agent for service)

           ----------------------------------------------------------------
           ----------------------------------------------------------------

                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------

Title of securities to     Amount to be             Proposed Maximum         Proposed Maximum         Amount of
be Registered (1)          Registered (2)           Offering Price per       Aggregate                Registration Fee
                                                    Share/Unit               Offering Price
Deferred Compensa-
tion Obligations           $7,000,000               100%                     $7,000,000               $2,121.21

--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
(1) The Deferred Compensation Obligations are unsecured obligations of Ogden
    Corporation to pay deferred compensation in the future in accordance with
    the terms of the Ogden Select Savings Plan for a select group of eligible
    employees.

(2) Estimated solely for the purpose of calculating the amount of the
    registration fee.
PART I

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    The document(s) containing the information specified in Part I of this Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents filed or to be filed with the Commission by the
registrant are incorporated by reference in this registration statement:

         (a)  The registrant's latest annual report (Form 10-K) filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which contains audited financial statements for the
registrant's latest fiscal year; and

         (b)  All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above.

    All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
thereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

    The Ogden Select Savings Plan (the "Plan") allows participants to submit
elections to defer compensation, including elections as to the amount to be
deferred and the timing and manner of distribution, before the start of the
fiscal year in which the compensation will be earned.

    The amount of compensation deferred by each participant (the "Deferral
Amounts") represent unsecured general obligations of the registrant to pay
deferred compensation (plus any net investment earnings attributable thereto) in
the future in accordance with the terms of the Plan and the Trust Agreement
between the registrant or a subsidiary of the registrant and the American
Express Trust

                                          2
Company, as trustee (the "Trustee") dated as of January 1, 1995 (the "Trust
Agreement") thereunder.  In the event of the insolvency of the registrant, the
trust fund established under the Trust Agreement (the "Trust") shall be subject
to the claims of the general creditors of the registrant.  In such event, all
participants and beneficiaries shall constitute unsecured general creditors of
the registrant with respect to amounts otherwise payable thereunder and shall
have no special or priority claim with respect to the assets held in the Trust.

    The Deferral Amount is determined in accordance with the Plan based on the
participant's election.  Under the Plan, Deferral Amounts may be invested in one
or more investment funds available under the Plan.  Each participant under the
Plan will have a separate participant account, and each participant's account
will be valued separately.  Any earnings and realized and unrealized gains
attributable to a participant's account shall be credited to such account on a
segregated basis, and any amounts distributed from, any realized losses incurred
by, and any expenses and fees properly chargeable to, a participant's account
shall be charged against such account on a segregated basis.

    Except as set forth in the Plan, or as otherwise provided by applicable
law, the interest of any participant in the Plan, in the Trust, or in any
distribution to be made under the Plan may not be assigned, pledged, alienated,
anticipated, or otherwise encumbered (either at law or in equity) and shall not
be subject to attachment, bankruptcy, garnishment, levy, execution, or other
legal or equitable process.  Each participant in the Plan has the right to
designate a beneficiary to receive the balance, if any, of the participant's
account at the time of the participant's death and shall have the right at any
time to revoke such designation or to substitute another such beneficiary.

    The registrant's Board of Directors has the right to amend or terminate the
Plan at any time and for any reason, provided, however, that no amendment or
termination of the Plan shall reduce any participant's or beneficiary's rights
or benefits accrued under the Plan before the date the amendment is adopted or
the Plan is terminated, as appropriate, including the participant's or
beneficiary's right to payment of the balance of the participant's account as of
such date.

    The Deferral Amounts are not convertible into another security of the
registrant.  The Trustee was appointed pursuant to the Trust Agreement to take
action with respect to the Deferral Amounts.  Pursuant to the Trust Agreement,
the Trustee shall be directed by the Plan Administrator with respect to the
investment of Trust assets in accordance with the investment decisions of the
participants (and, if applicable, beneficiaries), and the Trustee will follow
such directions.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of directors of a corporation to any of its
stockholders for monetary damage for a

                                          3
breach of fiduciary duty as a director, except in the case where the director
breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit.  The Registrant's Amended and Restated
Certificate of Incorporation contains a provision that eliminates directors'
personal liability as set forth above.

    Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at its request in such capacity in another
corporation or business association against expenses (including attorneys'
fees), judgements, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

    In addition to the foregoing, (i) Article 20 of the registrant's Amended
and Restated Certificate of Incorporation provides that a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the Delaware General Corporation Law as presently in effect or
as the same may hereafter be amended and; (ii) section 16-A of the registrant's
By-laws provides that (a) the Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                   (b)  The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was

                                          4
a director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of the State of Delaware
or such other court shall deem proper.

                   (c)  To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and
(b), or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

                   (d)  Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b).  Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

                   (e)  Expenses incurred in defending a civil or criminal
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in these By-laws.

                   (f)  The indemnification and advancement of expenses
provided by this Section 16-A of the By-laws shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any other by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                   (g)  The Corporation shall have power to purchase and
maintain

                                          5
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of these By-laws.

                   (h)  Any amendment to this Section 16-A shall not apply to
any liability of a director, officer, employee or agent arising out of a
transaction or omission occurring prior to the adoption of such amendment, but
any such liability based on a transaction or omission occurring prior to the
adoption of such amendment shall be governed by Section 16-A of the By-laws, as
in effect at the time of such transaction or omission, and (c) the registrant
has purchased directors and officers liability insurance which would indemnify
the directors and officers of the registrant against damages arising out of
certain kinds of claims which might be made against them based on their
negligent acts or omissions while acting in their capacity as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not Applicable.

ITEM 8.  EXHIBITS

    4    Ogden Select Savings Plan
    5    Opinion regarding Legality
    23   Consent of Independent Auditors
    24   Power of Attorney (see page S-1)

ITEM 9.  UNDERTAKINGS

    (a)  The undersigned hereby undertakes:

         (1)  To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration statement;

              (i)   to include any prospectus required by section 10(a)(3) of
the Securities Act;

              (ii)  to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

              (iii) to include any material information with respect to the
plan of

                                          6
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

              Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

    (b)  The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Exchange Act that is 
incorporated by reference in this registration statement shall be deemed to 
be a new registration statement relating to the securities offered herein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering hereof.

    (c)  Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in a successful defense of any action, suit
of proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                          7
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing of Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, on November 21, 1996.

                                     OGDEN CORPORATION
                                       (Registrant)

                                     By:/S/ R. Richard Ablon
                                        --------------------------------
                                            R. Richard Ablon, Chairman of the
                                            Board, President and Chief
                                            Executive Officer

                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. L. Effinger and Lynde H. Coit true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

    Pursuant to the requirements of the Security Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated.

                                         S-1
SIGNATURE                            TITLE
---------                            -----

/S/ R. Richard Ablon                 President, Chairman of the Board and Chief
-------------------------------      Executive Officer, Director
R. Richard Ablon

/S/ Philip G. Husby                  Senior Vice President, Chief Financial
-------------------------------      Officer and Treasurer
Philip G. Husby

/S/ Robert M. DiGia                  Vice President and Controller
-------------------------------      (Chief Accounting Officer)
Robert M. DiGia

/S/ Ralph E. Ablon                   Director
-------------------------------
Ralph E. Ablon

/S/ David M. Abshire                 Director
-------------------------------
David M. Abshire

/S/ Norman G. Einspruch              Director
-------------------------------
 Norman G. Einspruch

/S/ Attallah Kappas                  Director
-------------------------------
Attallah Kappas

-------------------------------      Director
Terry Allen Kramer

/S/ Judith D. Moyers                 Director
-------------------------------
Judith D. Moyers

/S/ Homer A. Neal                    Director
-------------------------------
Homer A. Neal

/S/ Stanford S. Penner               Director
-------------------------------
Stanford S. Penner

/S/ Frederick Seitz                  Director
-------------------------------
Frederick Seitz

/S/ Robert E. Smith                  Director
-------------------------------
Robert E. Smith

                                         S-2
/S/ Helmut F.O. Volcker              Director
-------------------------------
Helmut F.O. Volcker

/S/ Abraham Zaleznik                 Director
-------------------------------
Abraham Zaleznik

                                         S-3
INDEX TO EXHIBITS

EXHIBIT NO.                                 EXHIBIT
-----------                                 -------

4                                           Ogden Select Savings Plan

5                                           Opinion regarding Legality

23                                          Consent of Independent Auditors

24                                          Power of Attorney (See Page S-1)