As filed with the Securities and Exchange Commission on December 22, 1994

                                        Registration No.       

=============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

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

                                  FORM  S-8

                           REGISTRATION  STATEMENT

                                    UNDER

                         THE SECURITIES ACT OF 1933

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

                      O G D E N  C O R P O R A T I O N
               (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 PROJECTS, INC.
                              STOCK OPTION 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)







<PAGE>
   ======================================================================

                       CALCULATION OF REGISTRATION FEE

   ======================================================================

Title of       Amount to      Proposed       Proposed       Amount of
each class     be             Maximum        Maximum        Registration
of             registered     Offering       Aggregate      Fee
securities                    Price per      Offering
to be                         Share/         Price
Registered                    Unit (*)
_____________________________________________________________________________


Common         290,921        $19.0625       $5,545,681.56  $1,912.30
Stock, par     shares
value $.50
per share

Rights to      290,921        $ (**)         $ (**)         $ (**)
Purchase
Preferred
Stock


(*)  Estimated solely for the purpose of calculating the amount of the
     registration fee, with respect to shares subject to options granted 
     prior to the date hereof, pursuant to Rule 457(h) on the basis of the
     exercise prices of such options and, with respect to remaining shares,
     pursuant to Rule 457(c), on the basis of the average of the high and 
     low prices reported on the New York Stock Exchange-Composite Tape on
     December 20, 1994.

(**) Included in the amounts indicated with respect to the Common Stock.<PAGE>
                                PART II

            Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference

          The following documents filed with the Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934 (the "1934
Act") are incorporated herein by reference:

          (a)  The Annual Report on Form 10-K of Ogden Corporation (the
               "Registrant") for the year ended December 31, 1993.

          (b)  All other reports filed by the Registrant pursuant to Section
               13 or 15(d) of the Securities Exchange Act of 1934 since
               December 31, 1993.

          (c)  The description of the Registrant's Common Stock and the
               Rights to Purchase Preferred Stock contained in a registration
               statement filed under Section 12 of the 1934 Act, including
               any amendment or report filed for the purpose of updating such
               description.

          All other reports and documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregister 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

          Not Applicable

Item 5.   Interest of Named Experts and Counsel

          Not Applicable

Item 6.   Indemnification of Directors and Officers

          Section 145 of the Delaware General Corporation Law (the "Delaware
Law") provides for indemnification of a director or officer against expenses,
judgements, fines and other amounts incurred in connection with actions
against him, if he acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interest of the corporation, or for a
criminal matter, if he had no reasonable cause to believe his conduct was
unlawful.  However, in the case of a derivative action, indemnification
extends only to expenses (including attorneys' fees) incurred in connection
with defense or settlement of such an action and then only if and to the
extent that the appropriate court determines that such person is fairly and
reasonably entitled to such indemnification.  Section 145 (f) of the Delaware
Law permits advancement of expenses to a director or officer in such actions. 
In addition, Section 102(b) of the Delaware Law permits a corporation to
include in its certificate of incorporation a provision eliminating or
limiting the personal liability of a director for monetary damages for breach
of his fiduciary duty of care, but not for breaches of loyalty to the
corporation and its stockholders, acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, or
transactions from which a director derives improper benefit.

          Section 16-A of the Registrant's By-Laws, as amended, provides for
indemnification of the Registrant's directors and officers to the full extent
permitted under the Delaware Law.  Section 20 of the Registrant's Certificate
of Incorporation, as amended, also eliminates the personal liability of the
Registrant's directors for monetary damages for breach of fiduciary duty to
the extent permitted under the Delaware Law.

          In addition, the Registrant has in force directors' and officers'
liability insurance and corporate reimbursement insurance.

Item 7.   Exemption From Registration Claimed

          Not Applicable

Item 8.   Exhibits

          Exhibit Number

           (4) (a)       Ogden's Restated Certificate of Incorporation as
                         amended (filed as Exhibit (4)(a) to Ogden's Form
                         10-Q for the quarter ended September 30, 1990 and
                         incorporated herein by reference).

               (b)       Ogden's By-Laws, as amended (filed as Exhibit
                         (3)(2) to Ogden's Form 10-K for fiscal year ended
                         December 31, 1993 and incorporated herein by
                         reference).

               (c)       Fiscal Agency Agreement between Ogden and Bankers
                         Trust Company, dated as of June 1, 1987 and
                         Offering Memorandum dated June 12, 1987, relating
                         to U.S. $85 million Ogden 6% Convertible
                         Subordinated Debentures, Due 2002 (filed as
                         Exhibits (C) (3) and (C) (4) to Ogden's Form 8-k
                         filed with the Securities and Exchange Commission
                         on July 7, 1987 and incorporated herein by
                         reference).

               (d)       Fiscal Agency Agreement between Ogden and Bankers
                         Trust Company, dated as of October 15, 1987, and
                         Offering Memorandum, dated October 15, 1987,
                         relating to U.S. $75 million Ogden 5-3/4%
                         Convertible Subordinated Debentures, Due 2002
                         (Filed as Exhibit (4) to Ogden's Form S-3
                         Registration Statement filed with the Securities
                         and Exchange Commission on December 4, 1987,
                         Registration No. 33-18875, and incorporated herein
                         by reference).

               (e)       Rights Agreement, dated as of September 20, 1990,
                         between Ogden and Manufacturers Hanover Trust
                         Company as Rights Agent (filed as an exhibit to
                         Ogden's Form 8-A Registration Statement filed with
                         the Securities and Exchange Commission on September
                         28, 1990).

<PAGE>
               (f)       Indenture dated as of March 1, 1992 from Ogden
                         Corporation to The Bank of New York, Trustee, which
                         provides for the issuance by Ogden from time to
                         time of its unsecured notes in one or more series
                         (filed as Exhibit (4)(c) to Ogden's Form 10-K for
                         fiscal year ended December 31, 1991, and
                         incorporated herein by reference). 

           (5)           Opinion regarding Legality

          (10)           Amendment to Ogden Projects, Inc.
                         Employees' Stock Option Plan

          (23)           Consent of  Independent Auditors


Item 9.   Undertakings

          (a)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "1933 Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, 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 1933 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 the 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 whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.

          (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
1934 Act  that is incorporated by reference in this Registration Statement
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.

          (c)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or 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 1933 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;

<PAGE>
               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

Provided, however, that paragraphs (c) (1) (i) and (c) (1) (ii) do not apply
if 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 section 15(d) of the 1934 Act that are incorporated
by reference  herein.

               (2)  That, for the purpose of determining any liability under
the 1933 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.


<PAGE>
                             INDEX TO EXHIBITS

                                                  
Exhibit No.         Exhibit

 4   (a)            Ogden's Restated Certificate of Incorporation as amended
                    (filed as exhibit (4)(a) to Ogden's Form 10-Q for the
                    quarter ended September 30, 1990 and incorporated herein
                    by reference).

     (b)            Ogden By-Laws, as amended (filed as Exhibit (3)(2) to
                    Ogden's Form 10-K for fiscal year ended December 31, 1993
                    and incorporated herein by reference).

     (c)            Fiscal Agency Agreement between Ogden and Bankers Trust
                    Company, dated as of June 1, 1987, and Offering
                    Memorandum dated June 12, 1987, relating to U.S. $85
                    million Ogden 6% Convertible Subordinated Debentures,
                    Due 2002 (filed as Exhibits (C) (3) and (C) (4) to
                    Ogden's Form 8-K filed with the Securities and Exchange
                    Commission on July 7, 1987 and incorporated herein by
                    reference).

     (d)            Fiscal Agency Agreement between Ogden and Bankers Trust
                    Company, dated as of October 15, 1987, and Offering
                    Memorandum, dated October 15, 1987, relating to U.S. $75
                    million Ogden 5-3/4% Convertible Subordinated Debentures,
                    Due 2002 (filed as Exhibit (4) to Ogden's Form S-3
                    Registration Statement filed with the Securities and
                    Exchange Commission on December 4, 1987, Registration No.
                    33-18875, and incorporated herein by reference).

     (e)            Rights Agreement, dated as of September 20, 1990, between
                    Ogden and Manufacturers Hanover Trust Company as Rights
                    Agent (filed as an exhibit to Ogden's Form 8-A
                    Registration Statement filed with the Securities and
                    Exchange Commission on September 28, 1990).

     (f)            Indenture dated as of March 1, 1992 from Ogden
                    Corporation to The Bank of New York, Trustee, which
                    provides for the issuance by Ogden from time to time of
                    its unsecured notes in one or more series (filed as
                    Exhibit (4)(c) to Ogden's Form 10-K for fiscal year ended
                    December 31, 1991, and incorporated herein by reference).

 5                  Opinion regarding Legality, transmitted herewith.

10                  Amendment to Ogden Projects, Inc. Employees' Stock
                    Option Plan, transmitted herewith.

23                  Consent of Independent Auditors, transmitted herewith.
<PAGE>
                                SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 22nd day of December, 1994.

                                   OGDEN CORPORATION

                              By:  /S/ R. Richard Ablon                   

                                   R. Richard Ablon
                                   President and Chief Executive Officer
                                   (Chief Executive Officer)


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 22, 1994.

SIGNATURE                                         TITLE

/S/ Ralph E. Ablon                                Chairman of the Board
Ralph E. Ablon                                    and Director

/S/ R. Richard Ablon                              President, Chief Executive
R. Richard Ablon                                  Officer and Director

/S/ Constantine G. Caras                          Executive Vice President,
Constantine G. Caras                              Chief Administrative
                                                  Officer and Director

/S/ Philip G. Husby                               Senior Vice President and 
Philip G. Husby                                   Chief Financial Officer
                                                  (Chief Financial Officer)

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

/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

<PAGE>
/S/ Maria P. Monet                                Director
Maria P. Monet

/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/ Jesus Sainz                                   Director
Jesus Sainz

/S/ Frederick Seitz                               Director
Frederick Seitz

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

/S/ Helmut Volcker                                Director
Helmut Volcker

/S/ Abraham Zaleznik                              Director
Abraham Zaleznik
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19053}]
{"company-data": {"conformed-name": "OGDEN CORP", "cik": "0000073902", "assigned-sic": "8744", "irs-number": "135549268", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57009", "film-number": "94565723"}, "business-address": {"street1": "TWO PENNSYLVANIA PLZ - 25TH FLR", "city": "NEW YORK", "state": "NY", "zip": "10121", "phone": "2128686100"}, "mail-address": {"street1": "TWO PENNSYLVANIA PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10121"}}
As filed with the Securities and Exchange Commission on December 22, 1994

                                        Registration No.       

=============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

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

                                  FORM  S-8

                           REGISTRATION  STATEMENT

                                    UNDER

                         THE SECURITIES ACT OF 1933

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

                      O G D E N  C O R P O R A T I O N
               (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 PROJECTS, INC.
                              STOCK OPTION 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       Amount to      Proposed       Proposed       Amount of
each class     be             Maximum        Maximum        Registration
of             registered     Offering       Aggregate      Fee
securities                    Price per      Offering
to be                         Share/         Price
Registered                    Unit (*)
_____________________________________________________________________________

Common         290,921        $19.0625       $5,545,681.56  $1,912.30
Stock, par     shares
value $.50
per share

Rights to      290,921        $ (**)         $ (**)         $ (**)
Purchase
Preferred
Stock

(*)  Estimated solely for the purpose of calculating the amount of the
     registration fee, with respect to shares subject to options granted 
     prior to the date hereof, pursuant to Rule 457(h) on the basis of the
     exercise prices of such options and, with respect to remaining shares,
     pursuant to Rule 457(c), on the basis of the average of the high and 
     low prices reported on the New York Stock Exchange-Composite Tape on
     December 20, 1994.

(**) Included in the amounts indicated with respect to the Common Stock.
PART II

            Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference

          The following documents filed with the Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934 (the "1934
Act") are incorporated herein by reference:

          (a)  The Annual Report on Form 10-K of Ogden Corporation (the
               "Registrant") for the year ended December 31, 1993.

          (b)  All other reports filed by the Registrant pursuant to Section
               13 or 15(d) of the Securities Exchange Act of 1934 since
               December 31, 1993.

          (c)  The description of the Registrant's Common Stock and the
               Rights to Purchase Preferred Stock contained in a registration
               statement filed under Section 12 of the 1934 Act, including
               any amendment or report filed for the purpose of updating such
               description.

          All other reports and documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregister 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

          Not Applicable

Item 5.   Interest of Named Experts and Counsel

          Not Applicable

Item 6.   Indemnification of Directors and Officers

          Section 145 of the Delaware General Corporation Law (the "Delaware
Law") provides for indemnification of a director or officer against expenses,
judgements, fines and other amounts incurred in connection with actions
against him, if he acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interest of the corporation, or for a
criminal matter, if he had no reasonable cause to believe his conduct was
unlawful.  However, in the case of a derivative action, indemnification
extends only to expenses (including attorneys' fees) incurred in connection
with defense or settlement of such an action and then only if and to the
extent that the appropriate court determines that such person is fairly and
reasonably entitled to such indemnification.  Section 145 (f) of the Delaware
Law permits advancement of expenses to a director or officer in such actions. 
In addition, Section 102(b) of the Delaware Law permits a corporation to
include in its certificate of incorporation a provision eliminating or
limiting the personal liability of a director for monetary damages for breach
of his fiduciary duty of care, but not for breaches of loyalty to the
corporation and its stockholders, acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, or
transactions from which a director derives improper benefit.

          Section 16-A of the Registrant's By-Laws, as amended, provides for
indemnification of the Registrant's directors and officers to the full extent
permitted under the Delaware Law.  Section 20 of the Registrant's Certificate
of Incorporation, as amended, also eliminates the personal liability of the
Registrant's directors for monetary damages for breach of fiduciary duty to
the extent permitted under the Delaware Law.

          In addition, the Registrant has in force directors' and officers'
liability insurance and corporate reimbursement insurance.

Item 7.   Exemption From Registration Claimed

          Not Applicable

Item 8.   Exhibits

          Exhibit Number

           (4) (a)       Ogden's Restated Certificate of Incorporation as
                         amended (filed as Exhibit (4)(a) to Ogden's Form
                         10-Q for the quarter ended September 30, 1990 and
                         incorporated herein by reference).

               (b)       Ogden's By-Laws, as amended (filed as Exhibit
                         (3)(2) to Ogden's Form 10-K for fiscal year ended
                         December 31, 1993 and incorporated herein by
                         reference).

               (c)       Fiscal Agency Agreement between Ogden and Bankers
                         Trust Company, dated as of June 1, 1987 and
                         Offering Memorandum dated June 12, 1987, relating
                         to U.S. $85 million Ogden 6% Convertible
                         Subordinated Debentures, Due 2002 (filed as
                         Exhibits (C) (3) and (C) (4) to Ogden's Form 8-k
                         filed with the Securities and Exchange Commission
                         on July 7, 1987 and incorporated herein by
                         reference).

               (d)       Fiscal Agency Agreement between Ogden and Bankers
                         Trust Company, dated as of October 15, 1987, and
                         Offering Memorandum, dated October 15, 1987,
                         relating to U.S. $75 million Ogden 5-3/4%
                         Convertible Subordinated Debentures, Due 2002
                         (Filed as Exhibit (4) to Ogden's Form S-3
                         Registration Statement filed with the Securities
                         and Exchange Commission on December 4, 1987,
                         Registration No. 33-18875, and incorporated herein
                         by reference).

               (e)       Rights Agreement, dated as of September 20, 1990,
                         between Ogden and Manufacturers Hanover Trust
                         Company as Rights Agent (filed as an exhibit to
                         Ogden's Form 8-A Registration Statement filed with
                         the Securities and Exchange Commission on September
                         28, 1990).
(f)       Indenture dated as of March 1, 1992 from Ogden
                         Corporation to The Bank of New York, Trustee, which
                         provides for the issuance by Ogden from time to
                         time of its unsecured notes in one or more series
                         (filed as Exhibit (4)(c) to Ogden's Form 10-K for
                         fiscal year ended December 31, 1991, and
                         incorporated herein by reference). 

           (5)           Opinion regarding Legality

          (10)           Amendment to Ogden Projects, Inc.
                         Employees' Stock Option Plan

          (23)           Consent of  Independent Auditors

Item 9.   Undertakings

          (a)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "1933 Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, 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 1933 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 the 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 whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.

          (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
1934 Act  that is incorporated by reference in this Registration Statement
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.

          (c)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or 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 1933 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 distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

Provided, however, that paragraphs (c) (1) (i) and (c) (1) (ii) do not apply
if 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 section 15(d) of the 1934 Act that are incorporated
by reference  herein.

               (2)  That, for the purpose of determining any liability under
the 1933 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.
INDEX TO EXHIBITS

                                                  
Exhibit No.         Exhibit

 4   (a)            Ogden's Restated Certificate of Incorporation as amended
                    (filed as exhibit (4)(a) to Ogden's Form 10-Q for the
                    quarter ended September 30, 1990 and incorporated herein
                    by reference).

     (b)            Ogden By-Laws, as amended (filed as Exhibit (3)(2) to
                    Ogden's Form 10-K for fiscal year ended December 31, 1993
                    and incorporated herein by reference).

     (c)            Fiscal Agency Agreement between Ogden and Bankers Trust
                    Company, dated as of June 1, 1987, and Offering
                    Memorandum dated June 12, 1987, relating to U.S. $85
                    million Ogden 6% Convertible Subordinated Debentures,
                    Due 2002 (filed as Exhibits (C) (3) and (C) (4) to
                    Ogden's Form 8-K filed with the Securities and Exchange
                    Commission on July 7, 1987 and incorporated herein by
                    reference).

     (d)            Fiscal Agency Agreement between Ogden and Bankers Trust
                    Company, dated as of October 15, 1987, and Offering
                    Memorandum, dated October 15, 1987, relating to U.S. $75
                    million Ogden 5-3/4% Convertible Subordinated Debentures,
                    Due 2002 (filed as Exhibit (4) to Ogden's Form S-3
                    Registration Statement filed with the Securities and
                    Exchange Commission on December 4, 1987, Registration No.
                    33-18875, and incorporated herein by reference).

     (e)            Rights Agreement, dated as of September 20, 1990, between
                    Ogden and Manufacturers Hanover Trust Company as Rights
                    Agent (filed as an exhibit to Ogden's Form 8-A
                    Registration Statement filed with the Securities and
                    Exchange Commission on September 28, 1990).

     (f)            Indenture dated as of March 1, 1992 from Ogden
                    Corporation to The Bank of New York, Trustee, which
                    provides for the issuance by Ogden from time to time of
                    its unsecured notes in one or more series (filed as
                    Exhibit (4)(c) to Ogden's Form 10-K for fiscal year ended
                    December 31, 1991, and incorporated herein by reference).

 5                  Opinion regarding Legality, transmitted herewith.

10                  Amendment to Ogden Projects, Inc. Employees' Stock
                    Option Plan, transmitted herewith.

23                  Consent of Independent Auditors, transmitted herewith.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 22nd day of December, 1994.

                                   OGDEN CORPORATION

                              By:  /S/ R. Richard Ablon                   

                                   R. Richard Ablon
                                   President and Chief Executive Officer
                                   (Chief Executive Officer)

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 22, 1994.

SIGNATURE                                         TITLE

/S/ Ralph E. Ablon                                Chairman of the Board
Ralph E. Ablon                                    and Director

/S/ R. Richard Ablon                              President, Chief Executive
R. Richard Ablon                                  Officer and Director

/S/ Constantine G. Caras                          Executive Vice President,
Constantine G. Caras                              Chief Administrative
                                                  Officer and Director

/S/ Philip G. Husby                               Senior Vice President and 
Philip G. Husby                                   Chief Financial Officer
                                                  (Chief Financial Officer)

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

/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/ Maria P. Monet                                Director
Maria P. Monet

/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/ Jesus Sainz                                   Director
Jesus Sainz

/S/ Frederick Seitz                               Director
Frederick Seitz

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

/S/ Helmut Volcker                                Director
Helmut Volcker

/S/ Abraham Zaleznik                              Director
Abraham Zaleznik