8-K

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549



                            Form 8-K

                         CURRENT REPORT



             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934



Date of Report:  December 29, 1994



                        Ogden Corporation                  
     (Exact name of registrant as specified in its charter)




   Delaware                  1-3122                 13-5549268    
(State of            (Commission File No.)       (IRS Employer
Incorporation)                                 Identification No.)




Two Pennsylvania Plaza, New York, New York                   10121
(Address of principal executive offices)                (Zip Code)



                         (212) 868-6100                   
      (Registrant's telephone number, including area code)
Item 5.   Other Events.

          On December 29, 1994, OPI Acquisition Corp., a wholly-
owned subsidiary of Ogden Corporation ("Ogden"), merged (the
"Merger") with and into Ogden Projects, Inc. ("OPI"), after the
Merger was approved that morning at a special meeting of OPI's
stockholders.  As a result, OPI became a wholly-owned subsidiary of
Ogden.  The Merger occurred pursuant to an Amended and Restated
Agreement and Plan of Merger, dated as of September 27, 1994 (the
"Merger Agreement") by and among Ogden, OPI Acquisition Corp. and
OPI.  Prior to the Merger, Ogden owned approximately 84% of the
outstanding common stock of OPI.  As a result of the Merger, each
share of OPI's common stock not already owned by Ogden (other than
shares as to which appraisal rights were demanded) was converted
into the right to receive 0.84 of a share of Ogden common stock,
and, for each whole share of Ogden common stock so issued, one
Preferred Stock Purchase Right issued pursuant to the Rights
Agreement, dated as of September 20, 1990, between Ogden and
Chemical Bank.  OPI stockholders who otherwise would be entitled to
fractional shares of Ogden common stock will receive cash in lieu
thereof.

          The background of the Merger is more fully described in
the Registration Statement of Ogden on Form S-4, dated October 27,
1994, as amended (the "Registration Statement").  The Merger
Agreement was included as Exhibit A to the prospectus contained in
the Registration Statement, and is incorporated herein by reference
as Exhibit (c)(1) hereto.  A copy of the press release issued by
Ogden on December 29, 1994 with respect to the consummation of the
Merger is attached as Exhibit (c) (2) to this Current Report on
Form 8-K and is incorporated herein by reference.

Item 7.   Financial Statements, Pro Forma Financial Information and
          Exhibits.

          (a)  Financial Statements of business acquired:  Not
Applicable.

          (b)  Pro Forma financial information:  Not Applicable.

          (c)  Exhibits:

               (1)  Amended and Restated Agreement and Plan of
               Merger, dated as of September 27, 1994, by and
               among Ogden Corporation, OPI Acquisition Corp. and
               Ogden Projects, Inc. (incorporated by reference to
               Exhibit A to the prospectus contained in the
               Registration Statement of Ogden Corporation on Form
               S-4, dated October 27, 1994, as amended).

               (2)  Press Release of Ogden Corporation dated
               December 29, 1994.
                           SIGNATURES


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


                                   OGDEN PROJECTS, INC.



Dated:  January 3, 1995            By:  /s/J. L. Effinger         
                                        J. L. Effinger,
                                        Assistant Secretary

EX-2

                         EXHIBIT (c)(2)


OGDEN
NEWS                                    NANCY R. CHRISTAL
                                        Two Pennsylvania Plaza
FOR IMMEDIATE RELEASE                   New York, NY  10121
                                        (212) 868-5421


OGDEN CORPORATION COMPLETES MERGER WITH OPI


     New York, N.Y., December 29, 1994 -- Ogden Corporation (Ogden)
announced that the merger of Ogden and its 84%-owned Ogden
Projects, Inc. (OPI) subsidiary became final today after the merger
was approved at a special meeting of OPI's stockholders.  OPI
becomes a wholly-owned subsidiary of Ogden.

     OPI stockholders (other than Ogden and stockholders exercising
appraisal rights) will receive .84 of a share of Ogden common stock
for each share of OPI common stock held.  Cash will be paid in lieu
of fractional shares.  A letter describing how holders of OPI
common stock can exchange their stock certificates for shares of
Ogden common stock will be mailed to OPI record holders shortly.

     Ogden is a leading global provider of support services to
energy and environmental agencies, airports and airlines, sports
and entertainment facilities, industrial plants, office buildings,
and government agencies.  Its OPI subsidiary is the industry leader
in the design, construction, and operation of waste-to-energy
facilities serving municipalities throughout North America.  With
25 projects currently operating OPI operates more large-scale
waste-to-energy facilities than any other company in the world. 
Common stock of Ogden is traded on the New York Stock Exchange.

                            # # # # #

EX-99

                          EXHIBIT INDEX


Exhibit
Number                                       Filing Information

(c)(1)    Amended and Restated Agreement     Incorporated by 
          and Plan of Merger, dated as of    reference to Exhibit 
          September 27, 1994, by and among   A to the prospectus
          Ogden Corporation,                 contained in the
          OPI Acquisition Corp. and Ogden    Registration Statement
          Projects, Inc.                     of Ogden Corporation
                                             on Form S-4, dated
                                             October 27, 1994, as
                                             amended.

(c)(2)    Press Release of Ogden             Transmitted herewith.
          Corporation dated December
          29, 1994.