10-K

                                 FORM 10-K

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [FEE REQUIRED]

For The Fiscal Year Ended December 31, 1995

                                    OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ____________________ to____________________

Commission File Number 1-3122

                             OGDEN CORPORATION

          (Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number including area code - (212) 868-6100

Securities registered pursuant to Section 12(b) of the Act:

                                               Name of each exchange on
     Title of each class                           which registered

     Common Stock, par value                    New York Stock Exchange
       $.50 per share

     $1.875 Cumulative Convertible              New York Stock Exchange
     Preferred Stock (Series A)

Securities registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

YES   X   NO______

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K.   [X]

The aggregate market value of registrant's voting stock, held by non-
affiliates based on the New York Stock Exchange closing price as reported
in the consolidated transaction reporting system as of the close of
business on March 1, 1996 was as follows:

Common Stock, par value $.50 per share       $1,029,726,015

$1.875 Cumulative Convertible
Preferred Stock (Series A)                   $    6,328,704

The number of shares of the registrant's Common Stock outstanding as of
March 1, 1996 was 49,579,675 shares.

The following documents are hereby incorporated by reference into this Form
10-K:

(1)  Portions of the Registrant's Annual Report to Shareholders for the
year ended December 31, 1995 (Parts II and IV).

(2)  Portions of the Registrant's 1996 Proxy Statement to be filed with the
Securities and Exchange Commission (Part III).

                                  PART  I

Item 1.   BUSINESS

     Ogden Corporation, a Delaware corporation (hereinafter together with
its consolidated subsidiaries referred to as "Ogden" or the "Company"), has
its executive offices located at Two Pennsylvania Plaza, New York, New York 
10121, pursuant to a lease that expires on April 30, 2008 and which
contains an option by Ogden to renew for an additional five years.

     Ogden is a diversified company primarily engaged in providing a wide
range of services through its operating groups within each of its two
business segments.

     Set forth in the following table is the amount of  revenue
attributable to each of the groups within Ogden's Services and Projects
business segments for each of the last three fiscal years (In Thousands):


                           YEARS ENDED DECEMBER 31,
                                                                    

                                 1993         1994         1995
                                              
                                                                   
SERVICES REVENUES:
  ENTERTAINMENT SERVICES     $242,347     $245,187   $  301,315
  AVIATION SERVICES           389,201      413,337      480,620
  ENVIRONMENTAL SERVICES      122,262      140,745      145,748
  TECHNOLOGY SERVICES         181,870      212,098      251,243
  FACILITY MANAGEMENT
  SERVICES                    382,056      357,272      374,804
  OTHER SERVICES               12,368       10,811        7,257

     TOTAL SERVICES        $1,330,104   $1,379,450   $1,560,987

PROJECTS REVENUES:
  INDEPENDENT POWER        $   24,696   $   26,368   $   57,443
  WATER AND WASTEWATER              0            0        1,742
  WASTE-TO-ENERGY             432,609      459,478      494,921
  GAIN ON SALE OF LIMITED                                 
   PARTNERSHIP INTERESTS            0       26,126            0 
  CONSTRUCTION ACTIVITIES     248,451      213,125       69,900

     TOTAL PROJECTS        $  705,756   $  725,097     $624,006

TOTAL REVENUES             $2,035,860   $2,104,547   $2,184,993


  The above table has been reclassified to conform with the 1995
presentation.

  The amounts of revenue, operating profit or loss and identifiable assets
attributable to each of Ogden's two business segments for each of the last
three fiscal years are set forth on pages 50 and 51 of Ogden's 1995 Annual
Report to Shareholders, certain specified portions of which are
incorporated herein by reference.

                            SERVICES

  The operations of Ogden's Services business segment are
performed by Ogden Services Corporation and its subsidiaries
("Ogden Services") principally through its Entertainment
Services, Aviation Services and Other Services operating groups.

  Ogden Services, through joint ventures, partnerships and
wholly-owned subsidiaries within each of the foregoing operating
groups, provides a wide range of services to private and public
facilities throughout the United States and many foreign
countries. Its principal customers include airlines,
transportation terminals, sports arenas, stadiums, banks, owners
and tenants of office buildings, state, local and Federal
governments, universities and other institutions and large
industrial organizations.  In foreign countries the development,
construction, ownership and the providing of services may expose
Ogden to potential risks that typically are not involved in such
activities in the United States.  Payment for services is often
made in whole or part in the domestic currencies of the foreign
country and the conversion of such currencies into U.S. dollars
may not be assured by a governmental or other creditworthy
foreign country agency. In addition, fluctuations in value of
such currencies against the U.S. dollar may cause the operation
to yield less return than expected.  Also, the transfer of
earnings and profits in any form beyond the borders of the
foreign country may be subject to special taxes or limitations,
imposed by the laws of the foreign country.

   Many customers are billed on cost-plus, fixed-price or time
and materials basis.  Where services are performed on a cost-plus
basis, the customer reimburses the appropriate Ogden Services'
group for all acceptable reimbursable expenditures made in
connection with the job and also pays a fee, which may be a
percentage of the reimbursable expenditures, a specific dollar
amount, or a combination of the two.  Fixed-price contracts, in
most cases, contain escalation clauses increasing the fixed price
in the event, and to the extent, that there are increases in
payroll and related costs.

  Contracts in Aviation Services and Other Services may be
written on a month-to-month basis or provide for a longer or
indefinite term but are terminable by either party on notice
varying from 30 to 180 days.

ENTERTAINMENT SERVICES

  The Entertainment Services group provides total facility
management services; presentation of concerts and family shows;
food, beverage and novelty concessions; and janitorial, security,
parking, and other maintenance services. These services are
provided to a wide variety of public and private facilities
including more than 100 stadiums, convention and exposition
centers, arenas, parks, amphitheaters, and fairgrounds located in
the United States, Mexico, Canada, Argentina, Brazil, Spain and
the United Kingdom.  Entertainment also operates a racetrack and
five off-track betting parlors in Illinois.

  The facility management and concession arrangements under
which this group operates are individually negotiated and vary
widely as to terms and duration.  Concession contracts and leases
usually provide for payment by Entertainment of commissions or
rentals based on a stipulated percentage of gross sales or net
profits, sometimes with a minimum rental or payment. Most of the
facility management contracts are on a cost-plus-a-fee basis but
a number of such contracts provide for a sharing of profits and
losses between Entertainment and the facility owner.  

  Entertainment offers its customers a wide range of project-
development options, including the operational design review,
consultation during construction, and assistance with financing
arrangements, as well as operations of facilities, usually in
return for long-term services and concession contracts. In some
cases Ogden Corporation guarantees Entertainment's performance of
these contracts as well as the financing arrangements.

  In 1995, Entertainment acquired a 50% interest in The
Metropolitan Entertainment Co., Inc. ("Metropolitan"), a leading
concert promoter in New York, New Jersey, Connecticut, and parts
of Massachusetts.  Metropolitan and Entertainment, through their
joint venture called the Metropolitan Entertainment Group
("MEG"), will continue existing concert promotion activities,
operate amphitheaters in the eastern United States and
concentrate on national and global music tours, artist
management, Broadway and television productions, recording, and
music publishing. In December of 1995, Metropolitan entered into
a 25-year agreement to renovate and operate a 21,000 capacity
amphitheater in Darien Lake, New York (located between Buffalo
and Rochester).

  In 1995, Ogden acquired 100% of Firehole Entertainment Corp.
("Firehole"), an innovative themed attraction/film and
merchandising developer.  Through Firehole, Ogden now owns and
operates Grizzly Park, a nature-based entertainment center
located at the entrance to Yellowstone National Park.  Within
Grizzly Park are, among other attractions, the Grizzly Discovery
Center, a natural habitat with grizzly bears and gray wolves, and
a variety of stores and restaurants.  Through the acquisition of
Firehole, Entertainment plans the development of several new
nature-themed attractions at major tourist destinations in the
United States.

Food, Beverage and Novelty Services at Stadiums and Arenas

  Food, beverage and novelty services are provided by
Entertainment in the United States and Canada at a number of
locations including those listed in the following table:



Name                                         Location
                                          

Wrigley Field                                Chicago, Illinois
Anaheim Stadium                              Anaheim, California
Rich Stadium                                 Buffalo, New York
USAir Arena                                  Landover, Maryland
Milwaukee Exposition and Convention Center   Milwaukee, Wisconsin
Los Angeles Convention Center                Los Angeles, California
The Kingdome                                 Seattle, Washington
Veterans Stadium                             Philadelphia, Pennsylvania
Market Square Arena                          Indianapolis, Indiana 
McNichols Arena                              Denver, Colorado
Cobo Hall                                    Detroit, Michigan
Tempe Diablo Stadium                         Tempe, Arizona
University of Oklahoma Stadium               Norman, Oklahoma
The MGM Grand Gardens Arena                  Las Vegas, Nevada
Saint John Regional Exhibition Centre        New Brunswick, Canada
Lansdowne Park                               Ottawa, Canada


  During 1995 Entertainment began providing services at General
Motors Place, a new sports and entertainment arena in Vancouver,
British Columbia which opened in late 1995 and which is the home
of the National Hockey League's Vancouver Canucks and the
National Basketball Association's Vancouver Grizzlies.

  In 1995, Entertainment was also awarded an exclusive food and
beverage contract for the MCI Center under construction in
downtown Washington, D.C.  This new 20,000-seat facility is
anticipated to open in the fall of 1997 and will serve as the
home of the Washington Bullets National Basketball Association
team and the Washington Capitals National Hockey League team.  In
addition to operating three restaurants within the arena,
Entertainment will provide concession services to the general
seating area as well as in-seat services to 110 suites and more
than 2,000 club seats.

  In 1995, Entertainment also acquired a 50% interest in the
Australian and New Zealand business of the International Facility
Corporation Pty Ltd. ("IFC"), a private facility management firm
based in Brisbane, Australia.  IFC is the managing general
partner for all of the Entertainment/IFC joint venture accounts
in Australia and New Zealand.  These accounts include the
Brisbane Entertainment Centre, the Newcastle Entertainment
Centre, the Cairns Convention Centre, and a significant interest
in Convex, operator of the Brisbane Convention and Exposition
Centre. IFC is also acting as a consultant for the design,
construction, and ongoing management of the Olympic 2000 Stadium
in Sydney, Australia.

  In addition, in 1995 Entertainment purchased 100% of IFC's
Asian business and established Ogden-IFC (Asia Pacific) Pty Ltd.
("Ogden-IFC Asia Pacific"), a wholly-owned subsidiary, to manage
certain Asian projects.  The first contract award to Ogden-IFC
Asia Pacific is a 10-year agreement to manage the Bangkok Arena
and Trade & Exposition Centre, both of which are now under
construction.  The new 20,000-seat arena will be the site of the
1998 Asian Games.  Ogden-IFC Asia Pacific has also formed joint
venture relationships in other Asian countries such as Malaysia,
Taiwan, and Singapore.

Food, Beverage and Novelty Services at Amphitheaters

  Entertainment also provides food and beverage services at
amphitheaters throughout the United States, including the
Starlake Amphitheater (near Pittsburgh, Pennsylvania); the
Fiddler's Green Amphitheatre (Englewood, Colorado); the Sandstone
Amphitheatre (Kansas City, Missouri); the Cynthia Woods Mitchell
Pavilion (Woodlands, Texas); the Mega Star Amphitheater (Eufaula,
Oklahoma); the all-seasons Meadows Music Theater (Hartford,
Connecticut); the all-seasons Camden Amphitheater (Camden, New
Jersey); the Polaris Amphitheater (Columbus, Ohio); and the
Nissan Amphitheater (Manassas, Virginia).

  In 1995, Entertainment was awarded a 20-year contract to
provide food and beverage services, parking and support for the
long-term financing at an amphitheatre under construction in
Virginia Beach, Virginia, to be operated by the Cellar Door
Companies, expected to open during 1996.

Facility Management and Concession Services

  Entertainment, through long-term management agreements
operates and manages, and in some cases provides concession
services, various convention centers, arenas and public
facilities including the Pensacola Civic Center in Pensacola,
Florida; the Sullivan Arena and Egan Convention Center in
Anchorage, Alaska; the Rosemont Horizon, near Chicago, Illinois;
the Target Center in Minneapolis; the Northlands Coliseum in
Edmonton, Alberta; and The Great Western Forum in Los Angeles.

  The Ottawa Palladium, a 19,000-seat multipurpose indoor arena
in Ottawa, Canada, which is owned by a third party, opened in
January of 1996, and Entertainment commenced operations under a
30-year contract to provide complete facility management and
concession services at this arena, which is the home of the
Ottawa Senators of the National Hockey League.  Pursuant to the
30-year contract, Entertainment agreed to advance funds, if
necessary, to a customer to assist in financing senior secured
debt incurred in connection with construction of the facility. 
Such requirements are not expected to exceed $75,000,000 at
maturity of the senior secured debt, which is expected to be on
or about March 1, 2001.  In addition, at December 31, 1995 Ogden
has guaranteed indebtedness of $6.2 million of an affiliate and
principal tenant of Entertainment's customer.  Ogden has agreed
that the Ottawa Palladium, under Entertainment's management, will
generate a minimum amount of revenues computed in accordance with
its 30-year contract.  The owners of the Ottawa Palladium are
parties to a 30-year license agreement with the owner of the
Ottawa Senators, pursuant to which the Ottawa Senators began to
play their home games at the arena in January 1996.

  Pursuant to a management agreement between the City of
Anaheim, California and a wholly owned subsidiary of Ogden,
Entertainment manages and operates the Arrowhead Pond, a facility
owned by and located within the City of Anaheim. The Arrowhead
Pond is a multi-purpose facility capable of accommodating
professional basketball and hockey, concerts and other
attractions, and has a maximum seating capacity of approximately
19,400. Ogden has agreed that the Arrowhead Pond, under
Entertainment's management, will generate a minimum amount of
revenues computed in accordance with the 30-year management
agreement with the City.  Entertainment also has a 30-year lease
agreement with The Walt Disney Company at the Arrowhead Pond
where the Anaheim Mighty Ducks, a National Hockey League team
owned by The Walt Disney Company, plays its home games. 

  In 1995, the 19,000 seat Victoria Station Arena in Manchester,
England opened; Entertainment will manage and operate this
building pursuant to a 20-year lease.  In 1995, Entertainment
secured a 20-year contract to provide total facility management
services at the 10,000-seat Newcastle Arena, a new sports and
entertainment arena located in Newcastle, England, which opened
in November 1995 and which will feature ice hockey, concerts and
other events.

  Also in 1995, the Port Authority of New York and New Jersey
awarded Entertainment an eleven and one-half year lease to
renovate and operate the 107th Floor Observation Deck at the
World Trade Center in New York City.  The Observation Deck will
undergo a $5 to $6 million renovation which will include wide-
screen, high-definition television theaters that will take
visitors on an aerial sightseeing tour of New York City and
environs; interactive, multi-lingual kiosks at various viewing
points; a nightly rooftop light show; and exhibits showcasing the
region's pre-eminence in international trade, finance and the
arts.  The lease agreement provides that Entertainment will pay
the Port Authority an annual fee plus a percentage of gross
revenues above a certain level.

  In Mexico, Entertainment provides food and beverage
concessions at the Sports Palace, a 22,000 seat arena, and the
Autodrome, a 45,000 seat open air facility, located in Mexico
City, as well as the new Autodrome Fundidora Amphitheater in
Monterey, Mexico that is able to accommodate 18,000 people.

Other Activities

  During 1996, Entertainment acquired a long-term leasehold
interest in Silver Springs and Wild Waters, two nature-based
attractions located near Ocala, Florida, as well as other
associated assets.  Silver Springs is located on a 250-acre park
which is open 365 days a year and features attractions consisting
of jungle cruise boat rides, jeep safari rides, animal shows, a
petting zoo, gift shops and eateries.  Wild Waters is located on
a six acre park featuring a variety of slides, a wave pool,
miniature golf, food services and other attractions.  Wild Waters
is open March through Labor Day.

  In 1995, Entertainment formed a joint venture to operate La
Rural de Palermo, a 28-acre fair and exhibition center located in
Buenos Aires, Argentina.  The joint venture will continue the
existing fair and exhibition business on the property while
developing a master plan for the development of the property to
include an entertainment attraction. Entertainment owns a 50%
interest in the joint venture and will serve as the managing
partner.  As such, Entertainment will direct day-to-day
operations and be responsible for creating and implementing the
development plan for this property.
  
  Entertainment also leases and operates a thoroughbred and
harness racetrack and six off-track betting parlors in Illinois
where it telecasts races from Fairmount Park and other racing
facilities. Restaurants and other food and beverage services are
provided by Entertainment at these facilities. A large portion of
the track's revenue is derived from its share of the pari-mutuel
handle, which can be adjusted by state legislation. Other income
is derived from admission charges, parking, programs and
concessions.

  Entertainment also owns an equity interest in Parques
Tecnocultiroles, S.A. ("Partecsa"), a Spanish Corporation based
in Seville, Spain. Partecsa was awarded a 30-year contract to
convert, remodel, manage and operate a 200-acre site in Seville,
Spain where the 1992 Exposition Fair was held.

  Entertainment also provides concessions at zoos located in
Seattle, Washington; Cleveland, Ohio; and Columbia, South
Carolina.

AVIATION SERVICES

  Aviation Services provides specialized support services to 
185 airlines at over 100 locations throughout the United States,
Canada, Europe, Latin America and the Pacific Rim.  The
specialized support services provided by this group include
comprehensive ground handling, ramp, passenger, cargo and
warehouse, aviation fueling and in-flight catering services. 
These services are performed through contracts with individual
airlines, through consolidated agreements with several airlines,
and contracts with various airport authorities.

  Aviation Services continues to pursue opportunities associated
with the privatization of airport operations and related airport
projects.  To capitalize on these opportunities, Ogden combines
its Aviation Services skills with the development, financing and
construction management expertise of its Projects business
segment. 
Ground Handling and Specialized Support Services

  Ground handling services include diversified ramp operations
such as baggage unloading and loading, aircraft cleaning,
aircraft maintenance, flight planning, de-icing, cargo handling,
warehouse operations and passenger-related services such as
ticketing, check-in, porter ("sky-cap") service, passenger lounge
operations, cargo/warehouse services and other miscellaneous
services.  

  Global expansion by the Aviation group has resulted in
providing comprehensive ground handling and related services at
many international locations throughout Europe, Canada, South
America and other countries.  Set forth below is a list of major
foreign airports where Aviation currently conducts ground
handling operations:


Airport                                 Location
                                     

Heathrow Airport                        England
Schiphol International Airport          Netherlands
Auckland International Airport          New Zealand
Jorge Chaves International Airport      Lima, Peru
Guarulhos International Airport         Sao Paulo, Brazil
Galeao International Airport            Rio de Janeiro, Brazil
Pearson International Airport           Toronto, Canada
Mirabel and Dorval Airports             Montreal, Canada
Simon Bolivar International Airport     Caracas, Venezuela
Mexico International Airport            Mexico City, Mexico


  Aviation also performs ground handling operations at eight
different airports throughout Germany; the Czech Republic through
a 50% interest in a Prague-based airport handling company; VIP
lounge and ground handling operations at the Arturo Merino
Benitez Airport in Santiago, Chile and through a joint venture
with a Turkish company, aircraft cleaning, security and
commissary supplies to carriers at Ataturk Airport in Istanbul
and other locations in Turkey.  Ogden Aviation continues to
perform services at St. Maarten's Princess Juliana International
Airport.  In Aruba through a corporation jointly owned by
Aviation Services and Air Aruba, Aviation Services provides ramp
and passenger services at Reina Beatrix International Airport.

  During 1995 Aviation Services (i) was awarded a 10-year
license to provide services at the new airport at Chek Lap Kok,
Hong Kong, expected to open in April 1998.  Aviation will provide
a wide range of support services including ground services,
passenger services, cargo handling, loading and unloading of mail
and baggage, and aircraft marshalling, among others; (ii) was
awarded a contract as the exclusive provider of ground handling
services for all airlines at the La Union Airport in Puerto
Plata, Dominican Republic; (iii) began ground handling operations
at Belo Horizonte International Airport, Brazil as well as at
Huatulco, Zihautanejo, and Mazatlan International Airports in
Mexico; (iv) formed a joint venture with Aldeasa S.A. of Spain to
provide cargo handling and warehousing services at airports
located in Madrid and Barcelona, Spain.

Fueling Services

  Aviation operates fueling facilities, including storage and
hydrant fueling systems for the fueling of aircraft. This
operation assists airlines in designing, arranging financing for,
and installing underground fueling systems.  These fueling
operation services are principally performed in the North
American market.  However, pursuant to a 10-year contract running
through 2004, Aviation Services is the sole fueling handling
agent at Tocumen International Airport in Panama City, Panama. 
Also, pursuant to a 5-year contract which commenced in 1995,
Aviation fuels aircrafts at the Luis Munoz International Airport
in San Juan, Puerto Rico.  During 1995 Aviation was also awarded
a contract for the maintenance and operation of a new Fuel Farm
located at the San Diego International Airport.

In-Flight Catering

   Aviation operates 16 in-flight kitchens for over 85 airline
customers at a number of locations, including John F. Kennedy
International and LaGuardia Airports in New York; Newark
International Airport in New Jersey; Los Angeles and San
Francisco International Airports in California; Miami
International Airport in Florida; Washington Dulles International
Airport near Washington, D.C.; McCarren International in Las
Vegas, Nevada; and Honolulu International in Hawaii.  The
Aviation in-flight kitchen at Honolulu International also
provides catering services to two cruise ships owned by NAVATEK,
a Hawaiian cruise line.

  During 1995 Aviation was awarded several long-term catering
contracts in Spain at Gran Canaria Airport, Las Palmas; Palma De
Mallorca Airport, Palma De Mallorca; and Tenerife-Sur/Reina Sofia
Airport.  At these locations Aviation will be providing catering
for more than twenty-five different airlines.

Airport Privatization and Related Projects

  In 1994 a consortium, composed of Ogden Aviation Services,
Inc., Macau Aviation Services Corporation, EVA Airways, Air Macau
and several local companies and prominent businessmen, was
awarded a 19-year contract, with a 16-year exclusivity
arrangement, to provide ramp and cargo handling, passenger
services, and aircraft line maintenance service at the new Macau
International Airport, which opened and began operations in
November 1995.  The consortium, of which Aviation Services is the
managing partner with a 29% participation, is providing all
necessary passenger and ramp equipment, has constructed a cargo
warehouse and is in process of building cargo and engineering
facilities, an aircraft hangar and a state-of-the-art training
center at the airport. The consortium's investment in
infrastructure improvements and equipment in the new Macau
airport is expected to exceed $40 million.

  Aviation Services is also part of a consortium, of which
Aviation has a 19% interest, that has been awarded a 20-year
concession contract by the Civil Aviation Authority of Colombia
to finance, build and operate a second runway at the El Dorado
Airport, in Bogota, Colombia.  Aviation's consortium partners,
including Spain's Dragados y Contrucciones SA and Colombia's
Conconcreto, will build the 3.8-kilometer runway at an estimated
cost of $97 million.  Construction is expected to begin in 1996
and be completed by May 1998.  The consortium will maintain the
new runway, and the pre-existing runway, for approximately 17
years in return for runway landing fees.

Applied Data Technology

  During January 1995 Ogden acquired Applied Data Technology,
Inc. ("ADTI"), located in San Diego, California.  ADTI is a
leading supplier of air combat maneuvering instrumentation
systems and after-action reporting and display systems.  ADTI's
range systems are installed at Navy and Air Force aircraft
training ranges to facilitate air-to-air combat exercises and
monitor, record and graphically display the exact maneuvers of
the aircraft on the ranges and simulate the various weapons
systems aboard the aircraft.  These range automated systems are
used by the U.S. Navy and Air Force to train pilots for combat
conditions and by the Department of Defense in training pilots to
avoid "friendly fire" incidents.  ADTI's systems are currently
installed at four of the 14 domestic ranges, including the range
at the Top Gun school at Miramar, California.  The range systems
business includes new ranges, expansion and upgrade of existing
ranges, product support and related programs.

  In March 1995, ADTI was awarded a contract by the Naval Air
Warfare Center - Aircraft Division to provide technical support
services at the Patuxant River Naval Air Station in Patuxant
River, Maryland.  Pursuant to the contract, ADTI teamed with
Raytheon Corporation, a leading defense contractor, to develop
the Joint Tactical Combat Training System (JTCTS).  JTCTS is the
next generation training range, will be transportable for each
deployment and will replace all existing "Top Gun" training
ranges for the United States Navy and Air Force.  The technology
will be used until the year 2010.  Also during 1995, ADTI, as
part of a team with Lockhead Martin, was awarded a contract to
develop Advanced Distributed Simulation Technologies II, another
combat simulation system.

  ADTI also developed a proprietary flight line test set
designed to test and trouble-shoot the Auxiliary Power Unit
("APU") on-board a Boeing air-to-air refueling aircraft. The APU
tester was developed to fill the military's demand for a
practical low cost flightline support unit that will isolate
faults within the APU on-board the Boeing aircraft.

OTHER SERVICES

Environmental Services

  Ogden Environmental and Energy Services Co., Inc. ("OEES")
provides a comprehensive range of environmental, infrastructure
and energy consulting, engineering and design services to
industrial and commercial companies, electric utilities and
governmental agencies.  These services include analysis and
characterization, remedial investigations, engineering and
design, data management, project management, and regulatory
assistance.

  OEES provides services to a variety of clients in the public
and private sectors in the United States and abroad.  Principal
clients include major Federal agencies, particularly the
Department of Defense and the Department of Energy, as well as
major corporations in the chemical, petroleum, transportation,
public utility and health care industries and Federal and state
regulatory authorities.  United States Government contracts may
be terminated, in whole or in part, at the convenience of the
government or for cause. In the event of a convenience
termination, the government is obligated to pay the costs
incurred by Environmental under the contract plus a fee based
upon work completed.

  Professional environmental engineering services, including
program management, environmental analysis, and restoration
continues to be provided by OEES to the United States Navy CLEAN
Program (Comprehensive Long Term Environmental Action Navy)
pursuant to a 10-year contract awarded during 1991.  Thus far
OEES has provided these services at Navy bases in Hawaii, Guam,
Japan, Hong Kong, the Philippines, Australia and Korea.

  OEES also continues to oversee the removal of storage tanks
and contaminated soil from Air Force bases across the United
States and in U.S. territories.

  See Operational Restructuring below for further discussion
concerning Environmental Services.

Atlantic Design

  Atlantic Design, Inc., with principal offices located in
Charlotte, North Carolina and engineering facilities located in
Fairfield, New Jersey and locations within New York state,
provides engineering design, drafting and technical services, as
well as turn-key, integrated services in electronics contract
manufacturing and assembly.  Through its Lenzar operation in
Florida, Atlantic Design develops and markets medical products
and custom image capturing products. Atlantic Design provides
services to customers primarily in the computer, medical and
electronic industries, including IBM, General Electric, Seiko,
Compaq, Martin Marietta, AT&T, EMC2 Corporation, Netrix
Corporation and Pratt and Whitney.

  In 1995, Atlantic Design formed a strategic business and
operations partnership with Genicom Corporation, based in
Chantilly, Virginia, an international supplier of multivendor
services, network systems management, and computer printer
technologies.  Under this long-term agreement, the group acquired
the operating assets of Genicom's Reynosa, Mexico, and McAllen,
Texas, manufacturing and distribution facilities.  Atlantic
Design will provide primary manufacturing support worldwide for
impact printer products as well as related integration
requirements, spares, and other proprietary supplies to service
Genicom's original equipment manufacturer's customer base.

  Additionally, Atlantic Design purchased the operating assets
of Logitech Ireland Limited of Cork, Ireland, and its 50,000-
square-foot facility.  Under terms of the agreement, the group
will continue to provide manufacturing, warehousing, and
engineering design services for the Logitech line of PC mice and
peripherals.  The acquisition enables Atlantic Design to grow
into new markets, service the requirements of current United
States customers, and extend its contract services business into
Europe.

OPERATIONAL RESTRUCTURING

  During 1995, Ogden began taking steps necessary to restructure
its operations and concentrate its resources on its
Entertainment, Aviation and Projects (Independent Power, Water
and Wastewater and Waste-to-Energy) core businesses.  The
restructuring is expected to be completed during 1996 and entails
the disposition of the non-core businesses Of Ogden as set forth
and described below.

Technology Services

  W.J. Schafer Associates, Inc. provides technology and
engineering services and consultation in space-based and free
electron laser technology and high energy systems research to the
Ballistic Missile Defense Organization as well as technical
research to the other agencies within the Department of Defense
and the U.S. Government. This unit is also currently working
under contract with the Defense Nuclear Agency to define and
analyze sensor architectures that assess bomb damage to
underground targets. WJSA is also involved in a program with the
Department of Energy to develop an advanced technique for
producing large-scale electric power.  WJSA continues its efforts
under contract with the Coleman Research Corporation to provide
system engineering and technical assistance support for the
Theater High Altitude Area Defense Project.

  Ogden Professional Services, Inc. provides automated business
systems and software engineering and computer/telephone-related
products and services to Government agencies and private
industry.  Some of their largest clients are the U.S. General
Services Administration (GSA), the Department of Defense, and the
Office of Personnel Management.  During 1995, this operation was
awarded several large contracts ranging from one to five years in
duration.

  Ogden BioServices Corporation which provides biomedical
research, support and biological repository services for such
customers as the National Institute of Health, the Walter Reed
Army Institute of Research, the U.S. Food and Drug
Administration, the Center for Disease Control and Prevention,
the National Cancer Institute and other health agencies was sold
during December 1995 to McKesson Corp., a leading provider of
health care products and services.

  The laboratory operations of Environmental Services are in the
process of being sold as part of Ogden's restructuring program.

Facility Management Services

  Facility Services, Inc. and its subsidiaries' provides a
comprehensive range of facility management, maintenance and
manufacturing support services to industrial, commercial, and
office buildings electric utilities, governmental agencies and
education and institutional customers throughout the United
States and Canada.

  The range of services provided include total facility
management; facility operations and maintenance; operations,
maintenance and repair of production equipment; security and
protection; housekeeping; landscaping and grounds care; energy
management; warehousing and distribution; project and
construction management; and skilled craft support services.

                            PROJECTS

Operations in the Company's Projects business segment are
conducted by the Company's Ogden Projects, Inc. ("OPI")
subsidiary.  In 1995 OPI substantially reorganized its operations
to permit better focus on its three principal business areas: 
independent power, water and waste water and waste-to-energy. 
Independent power operations and waste-to-energy are now
conducted by separate wholly-owned subsidiaries of OPI.  Water
and wastewater operations are conducted by Ogden's joint venture
with Yorkshire Water Plc.  Although the foregoing operations are
linked in that the Company seeks through them to make equity
investments in infrastructure assets and obtain long-term
operating or service contracts, differences in the nature of the
physical assets and the markets for such services led management
to believe that each operation should have dedicated marketing
and operational staff.  The reorganization has accomplished this
objective.  Services such as overall management, financial, human
resources, legal and construction management in which the
requirements of the operating companies overlap are provided by
staff at the OPI level.

INDEPENDENT POWER

  Ogden's independent power business is conducted by a wholly-
owned subsidiary of OPI, Ogden Energy, Inc. ("OEI").  OEI
develops, operates and, in some cases, invests in and owns
independent (i.e., non-utility) electric energy generation
("Independent Power Production" or "IPP")  projects which sell
their output to utilities, electricity distribution companies or
industrial consumers in the United States and abroad.

  OEI presently has an ownership interest in, or is the operator
or designated to be the operator of, eight generation facilities
with a total nameplate capacity of 594 MW, located in the United
States, Costa Rica and Bolivia.  Additionally, it has an
ownership interest and operates a geothermal resource in the
United States which provides the geothermal brine required by two
of its geothermal power plants.  OEI continues to seek to expand
its ownership and operation of IPP projects and is presently
focusing on opportunities in the United States, Central and South
America, the  Pacific Rim and India.

  (a)     Methods of doing business.  OEI generally seeks to
participate in IPP projects in which it can make an equity
investment and become the operator.  OEI also seeks to have a
role in the development of the projects.  The types of projects
in which OEI seeks to participate sell the electrical power they
generate under long term contracts or market concessions to
utilities, government agencies providing power distribution or
creditworthy industrial users.  For power projects utilizing a
combustible fuel or geothermal sources, OEI seeks projects which
have a secure supply of fuel or geothermal brine through long-
term supply arrangements or by obtaining control of the fuel
source.  OEI generally looks to finance its projects using equity
or capital commitments provided by OEI or other investors,
combined with non-recourse debt for which the lender's sole
source of payment is project revenues and assets.

  In 1995 the Company opened an office in Hong Kong to
facilitate OEI's ability to develop projects in Asia.

  (b)     OEI's projects.  OEI, through Catalyst New Martinsville
Hydroelectric Corporation, manages and operates a hydroelectric
power generating facility under a long-term contract with the
City of New Martinsville, West Virginia.  The plant has been in
operation since 1988 and is rated at approximately 40 megawatts
("MW").  The plant's electrical output is sold to the Monongahela
Power Company under a long-term power sales agreement.

  OEI, as a 50% partner in the Heber Geothermal Company ("HGC")
(a partnership with Centennial Geothermal, Inc.), leases and
manages a 52MW geothermal power plant in Heber, California. The
power is sold to Southern California Edison under a long-term
power sales agreement.  An OEI subsidiary is also the operations
and maintenance contractor at HGC.

  In 1994, OEI acquired the Second Imperial Geothermal Company
("SIGC") and its principal asset, a leasehold interest in a 48MW
geothermal power plant located in Heber, California.  SIGC is a
party to a 30-year power purchase contract with Southern
California Edison.  An OEI subsidiary is also the operations and
maintenance contractor at SIGC. 

  OEI owns 50% of the lessee of the geothermal resource, which
is adjacent to and supplies fluid to both the HGC and SIGC power
plants.  An OEI subsidiary operates and maintains the geothermal
resource, which currently produces approximately fifteen million
pounds per hour of fluid.

  OEI's operations were expanded into the Latin American market
through the acquisition in 1994 of an approximate 6% equity
interest in Energia Global, Inc. ("EGI") which interest will
probably be reduced as a result of an offering of EGI stock in
1996 and a nominal ownership interest in each of the two run-of-
river hydroelectric power plants being developed by EGI in Costa
Rica (combined 31 MW).  In addition, a subsidiary of OEI has
entered into a long term contract to operate and maintain the
first plant, Don Pedro, which is under construction and is
scheduled for commercial operation in late 1996.  The second
hydroelectric power plant, Rio Volcan, is scheduled to begin
construction in 1996 with commercial operation by mid 1997.  An
OEI subsidiary will also enter into a long-term operation and
maintenance contract regarding Rio Volcan. During the design and
construction phases of these two plants, OEI, through a
subsidiary, will serve as a consultant.

  In June 1995, OPDB, Ltd. a subsidiary of OEI, along with its
partners Constellation Energy International Holdings, Inc., PMDC
Energia, Inc. and Energia Andina S.A., were the successful
bidders for an interest in a Bolivian generating company, Empresa
Valle Hermoso ("EVH").  EVH was formed by the Bolivian government
as part of the capitalization of the government-owned utility
ENDE.  OEI owns a 20% interest in the consortium company, The
Bolivian Generating Group, Ltd. (BGG), which in turn owns a 50%
interest in EVH.  The majority of the balance is held by Bolivian
pension funds.  EVH currently owns and operates a 87 MW gas-fired
electric generating facility and is constructing two gas fired
electric generating facilities (54 MW each)  in Bolivia.  Both of
the units under construction are expected to be in commercial
operation in 1996.  In addition, a subsidiary of OEI is a
participant in a joint venture which is under contract to supply
EVH with management services support.

  OEI is providing start-up services and will be the operator of
a 240MW gas-fired cogeneration facility located in Maryland.  The
plant is expected to begin full commercial operation in 1996.

  As part of an incorporated consortium, OEI is developing a
480MW coal-fired independent electric generating facility in the
Republic of the Philippines.  The other members of the consortium
are International Generating Company, a corporation formed by
subsidiaries of Bechtel Enterprises, Inc. and PG&E Enterprises,
Inc., and PMR Power, Inc., a company doing business exclusively
in the Philippines.  In August 1994, the consortium entered into
a power purchase agreement with Manila Electric Company
("Meralco"), the largest electric distribution company in the
Philippines, which serves the area surrounding and including the
metropolitan Manila area and other areas.  Under the terms of the
agreement, Meralco is obligated, for a period of 25 years, to
purchase stated minimum annual quantities of electricity produced
by the facility pursuant to price terms set forth in the
agreement.  The consortium has entered into contracts for the
supply of coal at stated prices for a portion of the term of the
power purchase agreement.

  The power purchase agreement has been approved by the
Philippines Energy Regulatory Board, and the project has applied
for and substantially completed the substantive requirements in
order to receive an environmental clearance certificate, the
primary environmental permit required for construction and
operation.  A site for the facility, on the east coast of Luzon
Island in the Quezon province, has been selected, and site
acquisition is under way.  An information memorandum describing
the project has been circulated among several multi-lateral
finance agencies and the Export-Import Bank of the United States,
and applications have been filed with these agencies seeking debt
financing for the project.  Financing is expected to be completed
in 1996.  Total cost of development and construction of the
project is expected to be approximately $800 million.

  Commencement of construction is subject to a number of
conditions including completion of financing and site
acquisition, new agreement and an agreement with Meralco regarding
the project transmission line and issuance of required
governmental permits and approvals.  There can be no assurance
that the conditions, some of which are in whole or in part beyond
the control of the Company, will be satisfied.  If the project
proceeds, OEI intends to retain a portion of its equity interest
in the entity owning the facility and to sell the balance of its
equity.  OEI will also operate and maintain the facility under a
25 year contract with the owner.

WATER AND WASTEWATER

  In 1994, Ogden and OPI, through a subsidiary formed a joint
venture, Ogden Yorkshire Water Company ("OYWC"), with a wholly-
owned subsidiary of Yorkshire Water, plc, a major British water
and wastewater utility.  The purpose of the joint venture is to
develop, design, construct, maintain, operate, and in some cases
own, water and wastewater treatment facilities and distribution
and collection networks in the United States, Canada, Latin
America and elsewhere.  The Company has a 55% interest in the
joint venture, but such percentage interest may be greater with
respect to projects outside the United States.

  In the United States, OYWC seeks to participate in projects in
which under contracts with municipalities, it privatizes water or
wastewater facilities, agrees to build new or substantially
augment existing facilities and agrees to operate and maintain
the facilities under long term contracts.  Although OYWC in
certain situations would consider entering into operational
contracts for facilities in which it has no ownership or long
term leasehold interest, and presently has such contracts with
three small communities in New York State, OYWC generally does
not believe such contracts provide adequate returns.  To the
extent such projects require debt financing, OYWC intends to
obtain such financing on a non-recourse basis in which the only
source of repayment are project revenues and project assets.

  The development of the privatization market for water and
wastewater projects in the United States has been hampered by
certain legal constraints.  Many of the water and waste water
facilities that could be considered for privatization were
financed with tax-exempt municipal bonds or grants from the
Federal government.  Sale of all or a significant portion of the
assets could trigger a loss of the tax exempt status of the bonds
issued to finance these facilities or obligations to refund the
grant.  The financial burdens these constraints place on municipalities
and the likelihood that their effect would be to raise the cost
of service to consumers has been a disincentive to privatization. 
Nonetheless, there are opportunities for such projects in the
United States, especially in circumstances where substantial new
construction is required.

  In countries other than the United States, OYWC is seeking
opportunities in which it will provide water services to
municipalities in which it can own an equity interest in water
facilities under a concession which grants it the right to
provide service to, and collect revenues from, consumers.  OYWC
believes that the lack of creditworthiness of non-U.S.
municipalities, which may result from their limited ability to
raise revenues or from other causes, makes the collection of
tariffs from the consumer a more secure source of revenue.

  Under contractual arrangements, OYWC may be required to
warrant certain levels of performance and may be subject to
financial penalties or termination if it fails to meet these
warranties.  The Company and Yorkshire may be required to
guarantee the performance of OYWC.  OYWC seeks not to take
responsibility for conditions that are beyond its control.

  OYWC's projects.  OYWC operates and maintains wastewater
treatment facilities for three small municipalities in New York
State.  Such facilities cumulatively process approximately 11.8
million gallons per day ("mgd").  In addition, OYWC operates and
maintains the municipal wastewater treatment facilities for
several other small government and privately owned concerns that
cumulatively process less than 1 mgd.  All of the facilities are
operated pursuant to short-term contracts.

  In December 1995 OYWC, through a joint venture in which it has
a majority interest, entered into a 25 year concession contract
with the Tourist, Historical and Cultural District of Santa Marta
Colombia to provide water and wastewater services. 
Implementation of the contract is subject to substantial
conditions, some of which are beyond the control of OYWC and is
not assured.

WASTE-TO-ENERGY

  The Waste-to-Energy operations have been consolidated in a
wholly-owned subsidiary of OPI, Ogden Waste to Energy, Inc.
("OWTE").  Waste-to-energy facilities combust municipal solid
waste to make saleable energy in the form of electricity or
steam.  This group completed construction of its first waste-to-
energy projects in 1986.  It currently operates 28 waste-to-
energy facilities at 27 locations.  OWTE is the owner or lessee
of 17 of its facilities and has been awarded a contract for one
additional facility that is not yet under construction.  OWTE has
the exclusive right to market in the United States the
proprietary, mass-burn technology of Martin Gmbh fur Umwelt-und
Energietechnik ("Martin").  All of the facilities OWTE has
constructed use this Martin technology.  In addition OWTE
operates facilities using other technologies.

  Generally, OWTE, through wholly-owned subsidiaries ("Operating
Subsidiaries"), provides waste-to-energy services pursuant to
long-term service contracts ("Service Agreements") with local
governmental units sponsoring the waste-to-energy project
("Client Communities").  Certain of its facilities do not have
sponsoring Client Communities and in the future OWTE may
undertake projects for which there is no such sponsoring Client
Community.

  (a)     Terms and Conditions of Service Agreements. Projects
generally have been awarded by Client Communities pursuant to
competitive procurement.  However, OWTE has also built and is
operating projects that were not competitively bid. 

  Following execution of a Service Agreement between the
Operating Subsidiary and the Client Community, several conditions
must be met before construction commences.  These usually
include, among other things, financing the facility, executing an
agreement providing for the sale of the energy produced by the
facility, purchasing or leasing the facility site, and obtaining
of required regulatory approvals, including the issuance of
environmental and other permits required for construction.  In
many respects, satisfaction of these conditions is not wholly
within OWTE's control and, accordingly, implementation of an
awarded project is not assured, or may occur only after
substantial delays.

  Each Service Agreement is different in order to reflect the
specific needs and concerns of the Client Community, applicable
regulatory requirements, and other factors.  The following
description sets forth terms that are generally common to these
agreements: (i) the Operating Subsidiary designs the facility,
generally applies for the principal permits required for its
construction and operation, helps to arrange for financing, and
then constructs and equips the facility on a fixed price and
schedule basis. The actual construction and installation of
equipment is performed by contractors under the supervision of
the Operating Subsidiary.  The Operating Subsidiary bears the
risk of costs exceeding the fixed price of the facility and may
be charged liquidated damages for construction delays, unless
caused by the Client Community or by unforeseen circumstances
beyond its control, such as changes of law ("Unforeseen
Circumstances").  After the facility successfully completes
acceptance testing, the Operating Subsidiary operates and
maintains the facility for an extended term, generally 20 years
or more; (ii) the Operating Subsidiary generally guarantees that
the facility will meet minimum processing capacity and efficiency
standards, energy production levels, and environmental standards.
The Operating Subsidiary's failure to meet these guarantees or to
otherwise observe the material terms of the Service Agreement
(unless caused by the Client Community or by Unforeseen
Circumstances) may result in liquidated damages to the Operating
Subsidiary or, if the breach is substantial, continuing, and
unremedied, the termination of the Service Agreement. In the case
of such Service Agreement termination, the Operating Subsidiary
may be obligated to discharge project indebtedness; (iii) the
Client Community is generally required to deliver minimum
quantities of municipal solid waste ("MSW") to the facility and,
regardless of whether that quantity of waste is delivered to the
facility, to pay a service fee.  Generally, the Client Community
also provides or arranges for debt financing. Additionally, the
Client Community bears the costs of disposing of ash residue from
the facility and, in many cases, of transporting the residue to
the disposal site.  Generally, expenses resulting from the
delivery of unacceptable and hazardous waste to the facility, and
from the presence of hazardous materials on the site, are also
borne by the Client Community.  In addition, the Client Community
is also generally responsible to pay increased expenses and
capital costs resulting from Unforeseen Circumstances, subject to
limits which may be specified in the Service Agreement; (iv)
Ogden typically guarantees each Operating Subsidiary's
performance under its respective Service Agreement.

  After construction is completed and the facility is accepted,
the Client Community pays the Operating Subsidiary a fixed
operating fee which escalates in accordance with specified
indices, reimburses the Operating Subsidiary for certain costs
specified in the Service Agreement including taxes, governmental
impositions (other than income taxes), ash disposal and utility
expenses, and shares with the Operating Subsidiary a portion of
the energy revenues (generally 10%) generated by the facility. 
If the facility is owned by the Operating Subsidiary, the Client
Community also pays as part of the Service Fee an amount equal to
the debt service due to be paid on the bonds issued to finance
the facility.  At most facilities, OWTE may earn additional fees
from accepting waste from the Client Community or others
utilizing the capacity of the facility which exceeds the amount
of waste committed by the Client Community.

  OWTE operates transfer stations in connection with some of its
waste-to-energy facilities and, in connection with the Montgomery
County, Maryland project, uses a railway system to transport
Municipal Solid Waste (MSW) and ash residue to and from the
facility.  OWTE leases and operates a landfill located at its
Haverhill, Massachusetts, facility, and leases, but does not
operate, a landfill in connection with its Bristol, Connecticut,
facility.

  (b)     Other Arrangements for Providing Waste-to-Energy
Services.  OWTE owns two facilities that are not operated
pursuant to Service Agreements with Client Communities and may
undertake in the future additional such projects.  In such
projects, OWTE must obtain sufficient waste under contracts with
haulers or communities to ensure sufficient project revenues.  In
these cases, OWTE is subject to risks usually assumed by the
Client Community, such as those associated with Unforeseen
Circumstances and the supply and price of municipal waste to the
extent not contractually assumed by other parties.  This group's
current contracts with waste suppliers for these two facilities
provide that the fee charged for waste disposal service is
subject to limited increases in the event that costs of operation
increase as a result of Unforeseen Circumstances. On the other
hand, in these cases, OWTE generally retains all of the energy
revenues from sales of power to utilities or industrial power
users and disposal fees for waste accepted at these facilities. 
Accordingly, OWTE believes that such projects carry both greater
risks and greater potential rewards than projects in which there
is a Client Community.  

  For the projects that are not operated pursuant to a Service
Agreement, tipping fees, which are generally subject to
escalation in accordance with specified indices, and energy
revenues are paid to the OWTE group.  Electricity generated by
these projects is sold to public utilities and in one instance,
steam and a portion of the electricity generated is sold to
industrial users.  In certain of the contracts under which waste
is provided to these facilities, OWTE may be entitled to fee
adjustments to reflect certain Unforeseen Circumstances.    

  (c)     Project Financing. Financing for projects is generally
accomplished through the issuance of a combination of tax-exempt
and taxable revenue bonds issued by a public authority. If the
facility is owned by the Operating Subsidiary, the authority
lends the bond proceeds to the Operating Subsidiary and the
Operating Subsidiary contributes additional equity to pay the
total cost of the project. For such facilities, project-related
debt is included as a liability in Ogden's consolidated financial
statements. Generally, such debt is secured by the revenues
pledged under the respective indenture and is collateralized by
the assets of the Operating Subsidiary and otherwise provides no
recourse to Ogden, subject to construction and operating
performance guarantees and commitments.
  
  (d)     OWTE Projects. Certain information with respect to
projects as of March 1, 1996 is summarized in the following
table:



                    WASTE-TO-ENERGY PROJECTS


                              Tons        Boiler  Commencement
In Operation                  Per Day     Units   of Operations
                                                  

Tulsa,OK(I)(1).............      750          2            1986
Haverhill/Lawrence,
 MA-RDF(8).................      950          1            1984
Marion County, OR..........      550          2(2)         1987
Hillsborough County, FL(3).    1,200          3(2)         1987
Tulsa, OK(II)(1)(4)........      375          1            1987
Bristol, CT................      650          2(2)         1988
Alexandria/Arlington, VA...      975          3            1988
Indianapolis, IN...........    2,362          3(2)         1988
Hennepin County, MN (1)(5).    1,000          2            1990
Stanislaus County, CA......      800          2            1989
Babylon, NY................      750          2(2)         1989
Haverhill, MA-Mass Burn....    1,650          2            1989
Warren County, NJ (5)......      400          2            1990
Kent County, MI(3).........      625          2(2)         1990
Wallingford, CT(5).........      420          3(2)         1990
Fairfax County, VA.........    3,000          4(2)         1990
Huntsville, AL(3)..........      690          2(2)         1990
Lake County, FL............      528          2(2)         1990
Lancaster County, PA(3)....    1,200          3(2)         1991
Pasco County, FL(3)........    1,050          3(2)         1991
Huntington, NY (6).........      750          3(2)         1991
Hartford, CT (3)(7)(8).....    2,000          3            1989
Detroit, MI (1)(8).........    3,300          3            1989
Honolulu, HI (1)(8)........    2,160          2            1990
Union County, NJ(3)........    1,440          3            1994
Lee County, FL (3).........    1,200          3(2)         1994
Onondaga, NY(6)............      990          3            1995
Montgomery County, MD. (3).    1,800          3(2)         1995

      Total................   33,565




                                                     Estimated
                                                     Construction
                                             Expected         Revenues
Awarded--Not yet            Tons     Boiler  Commencement     (in thousands
Under Construction          Per Day  Units   of Construction  of dollars)
                                                   
                                        
Mercer County, NJ (9)...    1,450        2        1996         $188,200


(1)  Facility is owned by an owner/trustee pursuant to a sale/leaseback
     arrangement.  

(2)  Facility has been designed to allow for the addition of another unit.

(3)  Facility is owned (or, with respect to facilities not under
     construction, is to be owned) by the Client Community.

(4)  Phase II of the Tulsa facility, which was financed as a separate
     project, expanded the capacity of the facility from two to three
     units.

(5)  Operating Subsidiaries were purchased after completion, and use a
     mass-burn technology that is not the Martin Technology.

(6)  Owned by a limited partnership in which the limited partners are not
     affiliated with Ogden.

(7)  Under contracts with the Connecticut Resource Recovery Authority and
     Northeast Utilities, OWTE operates only the boiler and turbine for
     this facility.

(8)  Operating contracts were acquired after completion.  Facility uses a
     refuse-derived fuel technology and does not employ the Martin
     Technology.

(9)  All permits for the Mercer County project have been received, and some
     construction tasks have commenced.  However, substantial construction
     has been delayed as the Mercer County Improvement Authority considers
     the impact of legal challenges to New Jersey's flow control system and
     the continuing lack of curative legislation in Congress.  The
     Authority has confirmed its commitment to the project and is exploring
     changes to its waste management system that would permit the project
     to proceed without legal flow control.  OWTE and the Authority are
     working toward this end, and in this regard have discussed the
     possibility of OWTE owning the project.  Were this occur, the OWTE
     would recognize no revenues in connection with the construction of
     this facility.


  (e)     Technology. The principal feature of the Martin Technology is the
reverse-reciprocating stoker grate upon which the waste is burned. The
patent for the basic stoker grate technology used in the Martin Technology
expired in 1989.  Ogden has no information that would cause it to believe
that any other company uses the basic stoker grate technology that was
protected by the expired patent.  Moreover, Ogden believes that unexpired
patents on other portions of the Martin technology would limit the ability
of other companies to effectively use the basic stoker grate technology in
competition with Ogden.  There are several unexpired patents related to the
Martin Technology including: (i) Grate Bar for Grate Linings, Especially in
Incinerators - expires, 1999; (ii) Method and Arrangement for Reducing NOx
Emissions from Furnaces - expires 2000; (iii) Method and Apparatus for
Regulating the Furnace Output of Incineration Plants - expires 2007; (iv)
Method for Regulating the Furnace Output in Incineration Plants - expires
2008; and (v) Feed Device with Filling Hopper and Adjoining Feed Chute for
Feeding Waste to Incineration Plants - expires 2008.  More importantly,
Ogden believes that it is Martin's know-how in designing and manufacturing
stoker and grate components, Martin's worldwide reputation in the waste-to-
energy field, and Ogden's know-how in designing, constructing and operating
waste-to-energy facilities, rather than the use of patented technology,
that is important to Ogden's competitive position in the waste-to-energy
industry in the United States.  Ogden does not believe that the expiration
of the patent covering the basic stoker grate technology or patents on
other portions of the Martin Technology will have a material adverse effect
on Ogden's financial condition or competitive position.

  The Company believes that mass burn technology is now the predominant
technology used for the combustion of solid waste.  Although the Company
believes the Martin technology as superior overall, there are several other
mass-burn technologies available in the market including those of Von Roll,
Widmer & Ernst, Takuma, Volund, Steinmueller, Deutsche Babcock, O'Connor,
and Detroit Stoker.  In addition, other innovative non-mass burn
technologies have been developed from time-to-time.  Such technologies may
claim reduced air emissions, but to date have been unproven on a large
scale operation and appear likely to be substantially more expensive. 
Martin seeks to implement improvements and modifications to its technology
in order to maintain its competitive position with non-mass burn
technologies.  However, should such technologies develop that offer
competitive advantages to mass burn, OWTE's ability to respond in the
United States would be limited by the Cooperation Agreement--see(f) below.

  (f)     The Cooperation Agreement.  Under an agreement between Martin and
Ogden (the "Cooperation Agreement"), OPI has the exclusive rights to market
the proprietary technology (the "Martin Technology") of Martin in the
United States, Canada, Mexico, Bermuda, certain Caribbean countries, most
of Central and South America, and Israel. In addition, in Germany, Turkey,
Saudi Arabia, Kuwait, the Netherlands, Denmark, Norway, Sweden, Finland,
Poland, and Italy, OPI has the preferential right to cooperate with Martin
to utilize the Martin Technology to provide full service design, construct,
and operate projects.  Martin is obligated to assist OPI in installing,
operating, and maintaining facilities incorporating the Martin Technology.
The fifteen year term of the Cooperation Agreement renews automatically
each year unless notice of termination is given, in which case the
Cooperation Agreement would terminate 15 years after such notice.
Additionally, the Cooperation Agreement may be terminated by either party
if the other fails to remedy its material default within 90 days of notice. 
The Cooperation Agreement is also terminable by Martin if there is a change
of control (as defined in the Cooperation Agreement) of Ogden Martin
Systems, Inc. ("OMS"), a wholly-owned subsidiary of OPI or any direct or
indirect parent of OMS not approved by its respective board of directors. 
Although termination would not affect the rights of OPI to design,
construct, operate, maintain, or repair waste-to-energy facilities for
which contracts have been entered into or proposals made prior to the date
of termination, the loss of OPI's right to use the Martin Technology could
have a material adverse effect on OPI's future business and prospects.

  (g)     Backlog.  OWTE's backlog as of December 31, 1995, is set forth
under (d) above.  As of December 31, 1994, the estimated unrecognized
construction revenues for projects under construction was $44,764,000 and
the estimated construction revenues for projects awarded but not yet under
construction was approximately $260,000,000.  The amounts in 1995 and 1994
for projects under construction were estimated based on the difference
between the total contract value and the cumulative construction revenue
recognized as of that date.  The completion of the facility in Montgomery
County, Maryland, accounted for the entire decrease in the amount for
projects under construction.  As of December 31, 1995, there were no longer
any projects under construction.  The decrease in the amount for projects
awarded but not yet under construction was due to the termination of the
project in Halifax, Nova Scotia.

PROJECTS' FOREIGN BUSINESS DEVELOPMENT

  OWTE, OEI and OYWC develop projects in foreign countries. In 1995 OWTE
modified its strategy for the development of its waste-to-energy business
in selected international markets to focus on a limited number of
opportunities which can be developed in conjunction with local companies. 
OWTE has entered into an agreement with CTCI Corporation in Taiwan to
jointly pursue waste-to-energy operation and maintenance contracts in
Taiwan.  The agreement provides that OPI will perform as a technical
advisor to CTCI and will receive a share of pretax profits from certain
awarded contracts.  In 1995, CTCI bid and was awarded the operation and
maintenance of a 900-metric tonnes per day facility in Hsintien, Taipei
County, for a period of six years commencing November 1995.  In addition,
as indicated in the discussions about their businesses, OEI and OYWC are
actively pursuing opportunities in many foreign countries and OEI has
established an office in Hong Kong where opportunities for the services
provided by these groups are highly dependent upon the elimination of
historic legal and political barriers to the participation of foreign
capital and foreign companies in the financing, construction, ownership and
operation of infrastructure facilities.  For example, in many countries,
the production, distribution and delivery of electricity has traditionally
been provided by governmental or quasi-governmental agencies.  Although a
number of these countries have recently liberalized their laws and policies
with regard to the participation of private interests and foreign capital
in their electric sectors, not all have done so, and not all that have done
so may afford acceptable opportunities for OPI.
  
  The development, construction, ownership and operation of facilities in
foreign countries also exposes the Company to several potential risks that
typically are not involved in such activities in the United States.

  Many of the countries in which OWTE, OEI and OYWC are or intend to be
active in developing projects are lesser developed countries or developing
countries. The financial condition and creditworthiness of the potential
purchasers of power and services provided by OWTE, OEI and OYWC which may
be a governmental or private utility or industrial consumer--or of the
suppliers of fuel for alternate energy projects or of waste for waste-to-
energy projects in these countries--may not be as strong as those of
similar entities in developed countries.  The obligations of the purchaser
under the power purchase agreement, the services recipient under the
related service agreement and the supplier under the fuel supply agreement
generally are not guaranteed by any host country governmental or other
creditworthy agency.

  OWTE and OEI projects in particular are keenly dependent on the reliable
and predictable delivery of fuel, municipal solid waste in the case of
waste-to-energy, meeting the quantity and quality requirements of the
project facilities.  OWTE and OEI will in all cases seek to negotiate long-
term contracts for the supply of fuel with creditworthy and reliable
suppliers under terms that will permit it to project the future cost of
fuel through the life of the contract.  However, the reliability of fuel
deliveries may be compromised by one or more of several factors that may be
more acute or may occur more frequently in developing countries than in
developed countries, including a lack of sufficient infrastructure to
support deliveries under all circumstances, bureaucratic delays in the
import, transportation and storage of fuel in the host country, customs and
tariff disputes and local or regional unrest or political instability.

  Payment for services that OWTE, OEI and OYWC provide will often be made
in whole or part in the domestic currencies of the host countries. 
Conversion of such currencies into U.S. dollars generally as not assured by
a governmental or other creditworthy host country agency, and may be
subject to limitations in the currency markets, as well as restrictions of
the host country.  In addition, fluctuations in value of such currencies
against the value of the U.S. dollar may cause OPI's participation in such
projects to yield less return than expected.  Transfer of earnings and
profits in any form beyond the borders of the host country may be subject
to special taxes or limitations imposed by host country laws.

  In addition, OWTE, OEI and OYWC will generally participate in projects,
the facilities for which will be fixed and practically immovable.  The
provision of electric power, waste disposal and water and wastewater
services are treated as a matter of national or key economic importance by
the laws and politics of many host countries.  There is therefore some risk
that the assets constituting the facilities of these projects could be
temporarily or permanently expropriated or nationalized by a host country,
or made subject to martial or exigent law or control.

  OPI will seek to manage and mitigate these risks through all available
means that it deems appropriate.  They will include: careful political and
financial analysis of the host countries and the key participants in each
project; guarantees of relevant agreements with creditworthy entities;
political risk and other forms of insurance; participation by international
finance institutions, such as affiliates of the World Bank, in financing of
projects in which it participates; and joint ventures with other companies
to pursue the development, financing and construction of these projects.

GAIN ON SALE OF LIMITED PARTNERSHIP INTERESTS

  During 1994, an Operating Subsidiary of OWTE that is the owner of the
Onondaga County, New York, facility sold limited partnership interests and
tax benefits to third party investors.  Under the Onondaga limited
partnership agreement, the Operating Subsidiary is the general partner and
retains responsibility for the operation and maintenance of the facility.

OTHER ACTIVITIES

  OPI also intends to develop, operate and, in some cases, own projects
that process recyclable paper products into containerboard for reuse in the
commercial sector.  As with OWTE's projects, such projects involve various
contractual arrangements with a variety of private and public entities,
including municipalities, lenders, joint venture partners (which may
provide some of the financing or technical support), purchasers of the
plant output, and contractors and subcontractors which build the
facilities.  In addition, such projects require significant amounts of
energy in the form of steam, which may be provided by present or future
waste-to-energy projects operated by OWTE. 

  In 1993, OPI discontinued the fixed-site hazardous waste business
conducted through American Envirotech, Inc., an indirect subsidiary. In
light of substantial and adverse changes in the market for hazardous waste
incineration services and regulatory uncertainty stemming from EPA
pronouncements, OPI ceased all development activities.  Although OPI
continues to hold permits and certain related assets pending resolution of
certain litigation, any other related assets have been disposed of or
otherwise abandoned. (See "Item 3. Legal Proceedings and Environmental
Matters" of this Form 10-K.)

                   OTHER INFORMATION

MARKETS, COMPETITION AND GENERAL BUSINESS CONDITIONS

  Ogden's Services and Projects business segments can be
adversely affected by general economic conditions, war,
inflation, adverse competitive conditions, governmental
restrictions and controls, natural disasters, energy shortages,
weather, the adverse financial condition of customers and
suppliers, various technological changes and other factors over
which Ogden has no control.

  The economic climate can also adversely affect several of
Ogden's Services' operations, including, but not limited to,
fewer airline flights, reduced inflight meals and flight
cancellations in Services' Aviation group; and, reduced event
attendance in Services' Entertainment group.  In addition,
disputes between owners of professional sports organizations and
the professional players of such organizations have affected and
may continue to affect the operations of the Entertainment group.

  OWTE markets its services principally to governmental
entities, including city, county, and state governments as well
as public authorities or special purpose districts established by
one or more local government units for the purpose of managing
the collection and/or disposal of municipal solid waste ("MSW").
Since 1989 there has been a decline in the number of communities
requesting proposals for waste-to-energy facilities.

  The Company believes that it is likely that there will be few
or no opportunities for new waste-to-energy facilities in the
United States in the next three to five years.  Ogden believes
that this decline has resulted from a number of factors that
adversely affected communities' willingness to make long-term
capital commitments to waste disposal projects, including: 
declining prices at which energy can be sold; declining
alternative disposal costs; uncertainties about the impact of
recycling on the waste stream; and continuing concerns arising
from the Clean Air Act Amendments of 1990.

  Ogden believes that waste-to-energy facilities and recycling
are complementary methods of managing a community's waste
disposal needs.  The fact that many of Ogden's Client Communities
have recycling rates in excess of national averages demonstrates
that a properly sized waste-to-energy facility does not hinder
achievement of aggressive recycling goals.

  MSW is typically supplied to OWTE's facilities pursuant to
long-term contracts.  In most of the markets that OWTE currently
serves, the cost of waste-to-energy services to its current
Client Communities is competitive with the cost of other disposal
alternatives, mainly landfilling.

  Compliance with regulations adopted in 1996 by the United
States Environmental Protection Agency (the "EPA") to control air
pollutant emissions from landfills will to some extent increase
the cost of landfilling, although landfills may be less expensive
in some cases, in the short term, than waste-to-energy
facilities.  Landfills generally do not commit their capacity for
extended periods.  Much of the landfilling done in the United
States is done on a spot market or through short term contracts
(less than 5 years).  Accordingly, landfill pricing tends to be
more volatile as a result of periodic changes in waste generation
and available capacity than Ogden's pricing, which is based on
long-term contracts.  Ogden believes that landfills have not been
required to comply with permitting requirements under existing
law relating to the emission of air pollutants and that this
provides landfills with a competitive advantage.  

  Another factor affecting the competitiveness of waste-to-
energy fees are the additional charges imposed by Client
Communities and included in such fees to support recycling
programs, household hazardous waste collections, citizen
education, and similar initiatives.  The cost competitiveness of
waste-to-energy facilities also depends on the prices at which
the facility can sell the energy it generates.  Waste-to-energy
facilities also compete with other disposal technologies such as
mixed solid-waste composting.  Mixed waste composting is not a
proven technology, and Ogden believes that it has not been
applied successfully to date in a large scale facility.

  Another factor affecting the demand for new waste-to-energy
projects was a 1994 United States Supreme Court decision
invalidating state and local laws and regulations mandating that
waste generated within a given jurisdiction be taken to a
designated facility. See "Flow Control."

  Notwithstanding the decline in opportunities for new waste-to-
energy facilities, OWTE believes there may be opportunities at
existing facilities for expansion.

  Competition for projects is intense in all markets in which
Projects does business or intends to do business.  There are
numerous companies in the United States and in several foreign
countries that pursue these projects.  Many of these companies
have more experience, capital and other resources than does
Ogden.

  OWTE, OEI and OYWC expend substantial amounts for the
development of new businesses some of which expenditures are
capitalized.  Expenditures include the costs of contract and site
acquisition, feasibility and environmental studies, technical and
financial analysis, and in some cases the preparation of
extensive proposals in response to public or private requests for
proposals.  Development of independent power projects involves
substantial risk to the developers which is not within their
control.  Success depends upon obtaining  in a timely manner
acceptable contractual arrangements and financing, appropriate
sites, acceptable licenses and environmental permits and other
government approvals.  Even after the required contractual
arrangements are achieved, implementation of the contract often
is subject to substantial conditions that may be outside the
control of the developer.  If development opportunities in which
the Company is involved are no longer viewed as viable, such
costs are written off as an expense.  OWTE has made contractual
arrangements with some of its Client Communities for the partial
recovery of development costs if the project fails to be
implemented for reasons beyond OWTE's control.

EQUAL EMPLOYMENT OPPORTUNITY

  In recent years, governmental agencies (including the Equal
Employment Opportunity Commission) and representatives of
minority groups and women have asserted claims against many
companies, including some Ogden subsidiaries, alleging that
certain persons have been discriminated against in employment,
promotions, training, or other matters.  Frequently, private
actions are brought as class actions, thereby increasing the
practical exposure.  In some instances, these actions are brought
by many plaintiffs against groups of defendants in the same
industry, thereby increasing the risk that any defendant may
incur liability as a result of activities which are the primary
responsibility of other defendants.  Although Ogden and its
subsidiaries have attempted to provide equal opportunity for all
of its employees, the combination of the foregoing factors and
others increases the risk of financial exposure.

EMPLOYEE AND LABOR RELATIONS

  As of January 31, 1996, Ogden and its subsidiaries employed
approximately 45,000 people.

  Certain employees of Ogden are employed pursuant to collective
bargaining agreements with various unions.  During 1995 Ogden
successfully renegotiated collective bargaining agreements in
certain of its business sectors with no strike-related loss of
service.  However, in January, 1996 negotiations between New York
City commercial office building owners and Local 32B-32J Service
Employees International Union, AFL-CIO broke off following the
December 31, 1995 expiration of the previous industry wide
collective bargaining agreement.  As a result thereof
approximately 30,000 Union employees went on strike on January 4,
1996.  Ogden's Facility Management Services employs approximately
1,700 Union employees which were effected by the strike under
contracts with the building owners.  The strike was settled in
February 1996 and there was no significant impact on Ogden's
consolidated operations as a result of this strike.  Ogden
considers relations with its employees to be good and does not
anticipate any further significant labor disputes in 1996.

ENVIRONMENTAL REGULATORY LAWS

  Ogden's business activities are pervasively regulated pursuant
to federal, state, and local environmental laws.  Federal laws,
such as the Clean Air Act and Clean Water Act, and their state
counterparts, govern discharges of pollutants to air and water. 
Other federal, state, and local laws, such as RCRA,
comprehensively govern the generation, transportation, storage,
treatment, and disposal of solid waste, including hazardous waste
(such laws and the regulations thereunder, "Environmental
Regulatory Laws"). 

  The Environmental Regulatory Laws and other federal, state,
and local laws, such as the Comprehensive Environmental Response
Compensation and Liability Act ("CERCLA") (collectively,
"Environmental Remediation Laws"), make Ogden potentially liable
on a joint and several basis for any environmental contamination
which may be associated with its activities at sites, including
landfills, which OPI has owned, operated, or leased or at which
there has been disposal of residue or other waste handled or
processed by OPI.  OPI leases and operates a landfill in
Haverhill, Massachusetts, and leases a landfill in Bristol,
Connecticut, in connection with its projects at those locations. 
Some state and local laws also impose liabilities for injury to
persons or property caused by site contamination.  Some Service
Agreements provide for indemnification of the Operating
Subsidiaries from some such liabilities.

  The Environmental Regulatory Laws require that many permits be
obtained before the commencement of construction and operation of
waste-to-energy, independent power and water and wastewater
projects.  There can be no assurance that all required permits
will be issued, and the process of obtaining such permits can
often cause lengthy delays, including delays caused by third
party appeals challenging permit issuance.  Failure to meet
conditions of these permits or of the Environmental Regulatory
Laws and the corresponding regulations can subject an Operating
Subsidiary to regulatory enforcement actions by the appropriate
governmental unit, which could include monetary penalties, and
orders requiring certain remedial actions or limiting or
prohibiting operation.  To date, OPI has not incurred material
penalties, been required to incur material capital costs or
additional expenses, nor been subjected to material restrictions
on its operations as a result of violations of environmental
laws, regulations, or permits. Certain of the Environmental
Regulatory Laws also authorize suits by private parties for
damages and injunctive relief.  Repeated unexcused failure to
comply with environmental standards may also constitute a default
by OWTE or OYWC.

  The Environmental Regulatory Laws and federal and state
governmental regulations and policies governing their enforcement
are subject to revision. New technology may be required or
stricter standards may be established for the control of
discharges of air or water pollutants or for solid waste or ash
handling and disposal.  Thus, as new technology is developed and
proven, it may be required to be incorporated into new facilities
or major modifications to existing facilities.  This new
technology may often be more expensive than that used previously.

  The Clean Air Act Amendments of 1990 required EPA to
promulgate New Source Performance Standards ("NSPS") and Emission
Guidelines ("EG") applicable to new and existing municipal waste
combustion units for particulate matter (total and fine), opacity
(as appropriate), sulfur dioxide, hydrogen chloride, oxides of
nitrogen, carbon monoxide, dioxins and dibenzofurans.  The laws
of other countries also may require permitting, regulate
emissions into the environment, and provide governmental entities
with authority to impose sanctions for violations, although these
requirements are generally not as rigorous as those of the United
States.  Compliance with environmental standards comparable to
those of the United States may also be conditions to the
provision of credit from multi-lateral lenders such as the World
Bank.

  The NSPS and EG, which were issued in final form in 1995, will
require capital improvements or operating changes to most of the
waste to energy facilities operated by OWTE to control nitrogen
oxides, organics, mercury and acid gases.  The exact timing and
cost of such modifications cannot be stated definitively because
State regulations embodying these have generally not been finally
adopted.  The costs to meet new rules for existing facilities
owned by Client Communities will be borne by the Client
Communities.  For projects owned or leased by Ogden and operated
under a Service Agreement, the Client Community has the
obligation to fund such capital improvements, to which Ogden may
be required to make an equity contribution, generally 20%.  In
addition, Ogden is required to fund the full cost of these
capital improvements at those facilities that are either not
operated pursuant to a Service Agreement or whose Service
Agreement does not require the costs to be borne by the Client
Community.  At December 31, 1995, the Company estimates that its
commitments for these capital improvements to total approximately
$30,000,000 over the next four years.  Ogden believes that most
costs incurred to meet EG and operating permit requirements at
facilities it operates may be recovered from Client Communities
and other users of its facilities through increased tipping fees
permitted under applicable contracts.

  The Clean Air Act also requires each state to develop a state
implementation plan that outlines how areas out of compliance
with federally-established national ambient air quality standards
will achieve compliance.  In addition, states must also develop
an operating permit program. Most states are now in the process
of implementing these requirements.  The state implementation
plans and the operating permits to be issued under them may place
new requirements on waste-to-energy facilities.  Under federal
law, the new operating permits may have a term of up to 12 years
after issuance or renewal, subject to review every five years.

  Domestic drinking water facilities developed in the future by
OYWC will be subject to regulation of water quality by the EPA
under the Federal Safe Drinking Water Act and by similar state
laws.  Domestic wastewater facilities are subject to regulation
under the Federal Clean Water Act and by similar state laws. 
These laws provide for the establishment of uniform minimum
national water quality standards, as well as governmental
authority to specify the type of treatment processes to be used
for public drinking water.  Under the federal Clean Water Act,
OYWC may be required to obtain and comply with National Pollutant
Discharge Elimination System permits for discharges from its
treatment stations.  Generally, under its current contracts the
client community is responsible for fines and penalties resulting
from the delivery to OYWC's treatment facilities of water not
meeting standards set forth in the contract. 

  The Environmental Remediation Laws prohibit disposal of
hazardous waste other than in small, household-generated
quantities at OWTE's municipal solid waste facilities.  The
Service Agreements recognize the potential for improper
deliveries of hazardous wastes and specify procedures for dealing
with hazardous waste that is delivered to a facility.  Although
certain Service Agreements require the Operating Subsidiary to be
responsible for some costs related to hazardous waste deliveries,
to date, no Operating Subsidiary has incurred material hazardous
waste disposal costs.

ENERGY AND WATER REGULATION

  OWTE and OEI's domestic businesses are subject to the
provisions of federal, state and local energy laws applicable to
their development, ownership and operation of their domestic
facilities, and to similar laws applicable to their foreign
operations.  Federal laws and regulations govern transactions
with utilities, the types of fuel used and the power plant
ownership.  State regulatory regimes govern rate approval and
other terms under which utilities purchase electricity from
independent producers, except to the extent such regulation is
pre-empted by federal law.

  Pursuant to federal Public Utility Regulatory Policies Act
("PURPA"), the Federal Energy Regulatory Commission ("FERC") has
promulgated regulations that exempt qualifying facilities
(facilities meeting certain size, fuel and ownership
requirements) from compliance with certain provisions of the
Federal Power Act ("FPA"), the Public Utility Holding Company Act
of 1935 ("PUHCA"), and, except under certain limited
circumstances, state laws regulating the rates charged by, or the
financial and organizational activities of, electric utilities. 
PURPA was promulgated in 1978 to encourage the development of
cogeneration facilities and small facilities making use of non-
fossil fuel power sources, including waste-to-energy facilities. 
The exemptions afforded by PURPA to qualifying facilities from
the FPA and PUHCA and most aspects of state electric utility
regulation are of great importance to OPI and its competitors in
the waste-to-energy and independent power industries.

  State public utility commissions must approve the rates, and
in some instances other contract terms, by which public utilities
purchase electric power from Ogden's projects.  PURPA requires
that electric utilities purchase electric energy produced by
qualifying facilities at negotiated rates or at a price equal to
the incremental or "avoided" cost that would have been incurred
by the utility if it were to generate the power itself or
purchase it from another source.  While public utilities are not
required by PURPA to enter into long-term contracts, PURPA
creates a regulatory environment in which such contracts can
typically be negotiated.

  In 1995, the FERC issued two orders in which it modified its
previous interpretation of PURPA and held that state laws and
regulatory orders directing utilities to purchase electricity
from qualifying facilities at rates in excess of the utility's
projected avoided costs were pre-empted by PURPA and that
contracts providing for such above-avoided cost rates were void. 
Such laws and regulations have been used in the past by states to
encourage the development of environmentally beneficial
facilities such as waste-to-energy facilities.  The FERC stated
in both orders that it intends to apply its reinterpretation of
PURPA only on a prospective basis and that it will not entertain
requests by utilities to invalidate power sales agreements
entered into pursuant to such state laws and regulatory orders
unless the purchasing utility raised the issue of the legality of
the rate at the time of contract execution.  Ogden does not
believe any of the power sales agreements related to its OWTE and
OEI facilities is subject to challenge based on the prospective
nature of the orders.

  Under PUHCA, any entity owning or controlling ten percent or
more of the voting securities of a "public utility company" or
company which is a "holding company" of a public utility company
is subject to registration with the Securities and Exchange
Commission (the "SEC") and regulation by the SEC unless exempt
from registration.  Under PURPA, projects that satisfy the
definition of a "qualifying facility" are exempt from regulation
under PUHCA.  Under the Energy Policy Act of 1992, projects that
satisfy the definition of an "exempt wholesale generator" ("EWG")
are not public utility companies under PUHCA.  Finally, projects
that satisfy the definition of "foreign utility companies" are
exempt from regulation under PUHCA.  Ogden believes that all of
its projects involved in the generation, transmission and/or
distribution of electricity, both domestically and
internationally, will qualify for an exemption from PUHCA and
Ogden will not be required to register with the SEC.

  In October, 1992, Congress enacted, and the President signed
into law, comprehensive energy legislation, several provisions of
which are intended to foster the development of competitive,
efficient bulk power generation markets throughout the country. 
Although the impact of the legislation cannot be fully known
because Federal and State regulatory agencies are still engaged
in the process of developing policies and promulgating
implementing regulations, OPI believes that, over the long term,
the legislation will create business opportunities both in the
waste-to-energy field as well as in other power generation
fields.

  At present, certain members of Congress have indicated their
intention of introducing legislation designed to increase
competition in the electric utility industry.  Modification or
repeal of the PURPA and PUHCA are among the legislative changes
that have been discussed.  Ogden cannot predict when or if energy
legislation will be enacted or what impact, if any, such
legislation will have on its businesses.

  OEI presently has, and intends to continue to acquire,
ownership and operating interests in projects outside the United
States.  Most countries have expansive systems for the regulation
of the power business.  These generally include provisions
relating to ownership, licensing, rate setting and financing of
generating and transmission facilities.

  OYWC's business may be subject to the provisions of state,
local and, in the case of foreign operations, national utility
laws applicable to the development, ownership and operation of
water supply and waste-water facilities.  Whether such laws apply
depends upon the local regulatory scheme as well as the manner in
which OYWC provides its services.  Where such regulations apply,
they may relate to rates charged, services provided, accounting
procedures, acquisitions and other matters.  In the United
States, rate regulations have typically been structured to
provide a pre-determined return on the regulated entities
investments.  In other jurisdictions, the trend is towards
periodic price reviews comparing rates to anticipated capital and
operating revenues.  The regulated entity benefits from
efficiencies achieved during the period for which the rate is
set.

FLOW CONTROL

  Many states provide for local and regional solid waste
planning and require that new solid waste facilities may be
constructed only in conformity with these plans.  Certain of
these laws, sometimes referred to as legal flow control,
authorize state agencies to require delivery of waste generated
within their jurisdiction to designated facilities.  In 1994, the
United States Supreme court held that such laws were
constitutionally invalid.  Federal legislation proposed to
authorize flow control has not been adopted to date.

  Although the rates OWTE charges its Client Community are
generally competitive with other disposal options, additional
administrative, recycling and similar charges added to OWTE's
rates may raise the costs of disposal at its facilities.  Some
Client Communities have experienced erosion of waste deliveries. 
Under most Service Agreements, the Client Community bears the
economic impact of waste delivery shortfalls.  Client Communities
are now evaluating options to attract additional waste to
facilities.  Certain of these options have been tested in the
federal courts and sustained.

  Although it is likely that the Supreme Court's decision has
adversely effected the market for new waste-to-energy facilities,
other factors are believed by Ogden to be more significant for
the inactive market.  See Other Information: MARKETS,
COMPETITION, AND GENERAL BUSINESS CONDITIONS.

ASH RESIDUE

  In 1994, the United States Supreme Court held that municipal
solid waste ash residue demonstrated by testing to possess
hazardous characteristics is subject to RCRA's provisions for
management as a hazardous waste relating to transportation,
disposal and treatment downstream of the point of generation. 
The Supreme Court's ruling has not had a significant impact on
OWTE's business.  Following that decision and related EPA
actions, OWTE made adjustments to its operations and, as required
by EPA guidelines issued after the Court's decision, sampled and
tested the ash residue leaving its facilities.  No ash residue
from a fully operational facility operated by Ogden has been
characterized as hazardous under the present or past EPA
prescribed test procedures and such ash residue is currently
disposed of in permitted landfills as non-hazardous waste.  In
certain states, ash residue from certain waste-to-energy
facilities of other vendors or communities has, on occasion, been
found to have hazardous characteristics under these test
procedures.

  In 1994, as previously reported, trade association of which
Ogden is a member, Ogden and other industry members filed an
action against the EPA in federal court challenging certain
actions taken by the EPA following the Court's ruling which could
have required some waste-to-energy facilities to obtain permits
under RCRA in connection with their handling of ash.  Subsequent
agency actions confirmed that such permitting would not be
required and the suit has been withdrawn.

Item 2.   PROPERTIES

  (a)  Services

  The principal physical properties of Services are the fueling
installations at various airports in the United States and Canada
and the corporate premises located at Two Pennsylvania Plaza, New
York, New York  10121 under lease, which expires on April 30,
2008 and which contains an option by Ogden to renew for an
additional five years.

  Atlantic Design Company's corporate offices are located in
Charlotte, North Carolina.  Atlantic Design owns a 51,000 square
foot operating facility on 3.5 acres of land in Vestal, New York. 
Atlantic Design also leases operating facilities at various
locations in Florida, New Jersey and New York. The leases range
from a term of one year to as long as ten years.

  Ogden Services Corporation, through wholly-owned subsidiaries,
owns and leases buildings in various areas in the United States
and several foreign countries which house office, laboratory and
warehousing operations.  The leases range from a month-to-month
term to as long as five years.  Ogden Services Corporation also
owns a 12,000 square-foot warehouse and office facility located
in Long Island City, New York.

  The Aviation Services in-flight food service operation
facilities, aggregating approximately 600,000 square feet, are
leased, except at Newark, New Jersey; Miami, Florida; and Las
Vegas, Nevada, which are owned.

  Entertainment operates Fairmount Park racetrack pursuant to a
long-term lease which expires in 2017.  Fairmount Park conducts
thoroughbred and harness racing on a 150-acre site located in
Collinsville, Illinois, eight miles from downtown St. Louis. 
Entertainment also owns a 148-acre site located at East St.
Louis, Illinois.

  Entertainment also owns and operates Grizzly Park, a nature-
based entertainment facility located on approximately 25-acres
near Yellowstone National Park in West Yellowstone, Montana. 
Pursuant to a lease agreement with the State of Florida, which
expires in 2008, Entertainment also has a leasehold interest in
Silver Springs, a 250-acre nature-based park, and Wild Waters, a
6-acre park featuring a variety of water slides and events, both
parks are located near Ocala, Florida.

  Ogden Technology leases most of its facilities, consisting
almost entirely of office space.  This includes a 15-year lease
which began in 1995 for its headquarters facility in Fairfax,
Virginia, for approximately 139,000 square feet as well as office
space in other locations throughout the United States under lease
terms of five years or less.  Ogden Professional Services
occupies approximately 77,000 square feet and Ogden
Communications, Inc. occupies approximately 15,000 square feet of
the Fairfax headquarters facility.
  
  Environmental also leases an aggregate of approximately
347,000 square feet of office and laboratory space in 40 separate
locations in 17 states in the United States.  These leases are
generally short term in nature, with terms which range from five
to ten years or less and include (i) the headquarters office
described above, (ii) office and laboratory space in Nashville
and Oak Ridge, Tennessee; San Diego, California; Pensacola,
Florida; and Phoenix, Arizona, and (iii) laboratory office space
owned in Fort Collins, Colorado.  In addition to its Fairfax,
Virginia headquarters,  Environmental maintains regional
headquarters in San Diego, California and Nashville, Tennessee. 

  Many of the other Services segment facilities operate from 
leased premises located principally within the United States.

  (b)  Projects

  OPI's principal executive offices are located in Fairfield,
New Jersey, in an office building located on a 5.4-acre site
owned by OPI.  It also leases approximately 47,000 square feet of
office space in Fairfax, Virginia. 


  The following table summarizes certain information relating to
the locations of the properties owned or leased by OPI or its
subsidiaries as of January 31, 1996(1). 



                        Approximate
                         Site Size
Location                 in Acres  Site Use                 Nature of Interest
                                                   

Fairfield, New Jersey       5.4    Office space             Own

Marion County, Oregon      15.2    Waste-to-energy facility Own (2)

Alexandria/Arlington,
  Virginia                  3.3    Waste-to-energy facility Acquiring the Alexandria
                                                            Authority's and the Arlington
                                                            Authority's interest under Site
                                                            lease (expires Oct. 1, 2025)
                                                            pursuant to Conditional Sale
                                                            Agreement

Bristol, Connecticut       18.2    Waste-to-energy facility Own (2)

Bristol, Connecticut       35.0    Landfill                 Site lease (expires Jul. 1, 2014)

Indianapolis, Indiana      23.5    Waste-to-energy facility Site lease (expires Dec., 2008
                                                            subject to four 5-year renewal
                                                            options) (2)

Stanislaus County, 
  California               16.5    Waste-to-energy facility Site lease (expires Aug. 20, 2021
                                                            subject to 15-year renewal option)
                                                            (2)

Babylon, New York           9.5    Waste-to-energy facility Site lease (expires Dec. 19, 2010,
                                                            with renewal options)

Haverhill, Massachusetts   12.7    Waste-to-energy facility Site lease (expires Mar. 16, 1997,
                                                            subject to sixteen 5-year renewal
                                                            options) (2)

Haverhill, Massachusetts   16.8    RDF processing facility  Site lease (expires Mar. 16, 1997,
                                                            subject to sixteen 5-year renewal
                                                            options) (2)

Haverhill, Massachusetts   20.2    Landfill                 Site lease (expires Mar. 16, 1997,
                                                            subject to sixteen 5-year renewal
                                                            options) (2)

Lawrence, Massachusetts    11.8    RDF power plant          Own (2)

Lake County, Florida       15.0    Waste-to-energy facility Own (2)

Wallingford, Connecticut   10.3    Waste-to-energy facility Site lease (expires Dec. 1, 2026)
                                                            (2)

Fairfax County, Virginia   22.9    Waste-to-energy facility Acquiring Fairfax Authority's
                                                            interest under Site Lease (expires
                                                            Mar. 10, 2016) pursuant to
                                                            Conditional Sale Agreement

Imperial County, 
  California               83.0    Undeveloped land         Own

Montgomery County, 
  Maryland                 35.0    Waste-to-energy facility Site lease (expires Nov. 16, 2030)
                                                            (2)

Huntington, New York       13.0    Waste-to-energy facility Site lease (expires Oct. 28, 2012,
                                                            subject to successive renewal terms
                                                            through Jan. 28, 2029)(2)

Warren County, New Jersey  19.8    Waste-to-energy facility Site lease (expires Nov. 16, 2005
                                                            subject to two ten-year
                                                            renewals)(2)

Hennepin County, Minnesota 14.6    Waste-to-energy facility Leases of site and facility
                                                            (expires Oct. 1, 2017 subject to
                                                            renewal options to December 20,
                                                            2024)(2)(3)

Stockton, California        4.5    Contaminated soil        Site lease (expired remediation
                                                            remediation facility February 1,
                                                            1994) (discontinued)

Tulsa, Oklahoma            22.0    Waste-to-energy facility Leases of site and facility
                                                            (expires April 30, 2012 subject to
                                                            renewal options to August 2,
                                                            2026)(2)(3)

Harris County, Texas       14.0    Undeveloped land         Own

Onondaga County, New York  12.0    Facility site            Site lease expires
                                                            contemporaneously with service
                                                            agreement, subject to renewal
                                                            options to May 9, 2020(2)

New Martinsville, 
  West Virginia             N/A    Hydroelectric Power      (See description under
                                   Generating Facility      "Projects Independent Power")

Heber, California           N/A    Geothermal Power Plant   (See description under "Projects
                                                            Independent Power") 

Heber, California           N/A    Geothermal Power Plant   (See description under "Projects
                                                            Independent Power")

_______________________

(1)  Two Facilities not listed in the table were initially owned
     by political subdivisions and were sold to a leveraged
     lessor.  The leverage lessor entered into lease agreements
     with the respective Operating subsidiaries as accommodation
     leases.  All of the lease obligations, including the
     obligation to pay rent, are passed through to the client
     communities.

(2)  The Operating Subsidiary's ownership or leasehold interest
     is subject to material liens in connection with the
     financing of the related project.

(3)  Sublease of site expires contemporaneously with facility
     lease.
Item 3.   LEGAL PROCEEDINGS AND ENVIRONMENTAL MATTERS

(a)  Legal Proceedings

     Ogden Corporation and its subsidiaries (the "Company") are
parties to various legal proceedings involving matters arising in
the ordinary course of business.  The Company does not believe
that there are any pending legal proceedings for damages against
the Company, including the legal proceeding described below, the
outcome of which would have a material adverse effect on the
Company on a consolidated basis.

     As previously disclosed, Ogden was the defendant in actions
brought in state court in Fort Worth and Houston, Texas by
several individuals who claimed that Ogden had breached its
obligations to them to develop a hazardous waste facility.  In
March 1995, the Fort Worth court entered partial summary judgment
for the plaintiffs (the "Fort Worth Plaintiffs") in that action 
on the issue of whether Ogden had breached its contractual
obligations.  Subsequently, the Houston case was abated and the
plaintiffs in that case (the "Intervening Plaintiffs") intervened
in the Fort Worth action.  In October 1995 the Company settled
with the Fort Worth Plaintiffs, pursuant to which the summary
judgment was vacated.  In February 1996, the Intervening
Plaintiffs and Ogden reached an oral agreement to settle their
action as well.  A definitive settlement agreement is being
prepared.

(b)  Environmental Matters

     The Company conducts regular inquiries of its subsidiaries
regarding litigation and environmental violations which include
determining the nature, amount and likelihood of liability for
any such claims, potential claims or threatened litigation.

     In the ordinary course of its business, the Company may
become involved in Federal, state, and local proceedings relating
to the laws regulating the discharge of materials into the
environment and the protection of the environment.  These include
proceedings for the issuance, amendment, or renewal of the
licenses and permits pursuant to which a Company subsidiary
operates.  Such proceedings also include actions brought by
individuals or local governmental authorities seeking to overrule
governmental decisions on matters relating to the subsidiaries'
operations in which the subsidiary may be, but is not
necessarily, a party.  Most proceedings brought against the
Company by governmental authorities or private parties under
these laws relate to alleged technical violations of regulations,
licenses, or permits pursuant to which a subsidiary operates. 
The Company believes that such proceedings will not have a
material adverse effect on the Company on a consolidated basis.

     The Company's operations are subject to various Federal,
state and local environmental laws and regulations, including the
Clean Air Act, the Clean Water Act, the Comprehensive
Environmental Response Compensation and Liability Act (CERCLA)
and Resource Conservation and Recovery Act (RCRA).  Although the
Company operations are occasionally subject to proceedings and
orders pertaining to emissions into the environment and other
environmental violations, the Company believes that it is in
substantial compliance with existing environmental laws and
regulations.

     In connection with certain previously divested operations,
the Company may be identified, along with other entities, as
being among potentially responsible parties responsible for
contribution for costs associated with the correction and
remediation of environmental conditions at various hazardous
waste disposal sites subject to CERCLA.  In certain instances the
Company may be exposed to joint and several liability for
remedial action or damages.  The Company's ultimate liability in
connection with such environmental claims will depend on many
factors, including its volumetric share of waste, the total cost
of remediation, the financial viability of other companies that
also sent waste to a given site and its contractual arrangement
with the purchaser of such operations.

     The potential costs related to such matters and the possible
impact on future operations are uncertain due in part to the
complexity of government laws and regulations and their
interpretations, the varying costs and effectiveness of cleanup
technologies, the uncertain level of insurance or other types of
recovery, and the questionable level of the Company's
responsibility.  Although the ultimate outcome and expense of
environmental remediation is uncertain, the Company believes that
required remediation and continuing compliance with environmental
laws will not have a material adverse effect on the Company on a
consolidated basis.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of the security holders
of Ogden during the fourth quarter of 1995.


EXECUTIVE OFFICERS OF OGDEN

     Set forth below are the names, ages, position and office
held and year appointed, of all "executive officers" (as defined
by Rule 3b-7 of the Securities Exchange Act of 1934) of Ogden as
of March 31, 1996:



                                                  CONTINUALLY AN
                    POSITIONS &        AGE AS OF  OGDEN OFFICER
NAME                OFFICE HELD         3/31/96   SINCE
_________________________________________________________________
                                              

Ralph E. Ablon      Chairman of the Board    79        1962

R. Richard Ablon    President &              46        1987
                    Chief Executive
                    Officer

Constantine G.Caras Executive Vice           57        1990
                    President & Chief
                    Administrative Officer

Scott G. Mackin     President & Chief        39        1992
                    Operating Officer,
                    Ogden Projects, Inc.,
                    a wholly-owned
                    subsidiary of Ogden

Philip G. Husby     Senior Vice              49        1991
                    President, Chief Financial
                    Officer and Treasurer

Lynde H. Coit       Senior Vice              41        1991
                    President & General
                    Counsel

David L. Hahn       Senior Vice President    44        1995      

Rodrigo Arboleda    Senior Vice President    55        1995

Robert M. DiGia     Vice President,          71        1965
                    Controller & Chief
                    Accounting Officer

Quintin G. Marshall Vice President-          34        1995
                    Investor Relations

Kathleen Ritch      Vice President &         53        1981
                    Secretary

     

     There is no family relationship by blood, marriage or
adoption (not more remote than first cousins) between any of the
above individuals and any Ogden director, except that R. Richard
Ablon, an Ogden director and President and Chief Executive
Officer, is the son of Ralph E. Ablon, an Ogden director and
Chairman of the Board.

     The term of office of all officers shall be until the next
election of directors and until their respective successors are
chosen and qualified.

     There are no arrangements or understandings between any of
the above officers and any other person pursuant to which any of
the above was selected as an officer.

     The following briefly describes the business experience, the
principal occupation and employment of the foregoing Executive
Officers during the past five years:


     Ralph E. Ablon has been Chairman of the Board of Ogden since
     1962 and served as its Chief Executive Officer prior to May
     1990.

     R. Richard Ablon has been President and Chief Executive
     Officer of Ogden since May 1990 and has served as Chairman
     of the Board and Chief Executive Officer of Ogden Projects,
     Inc.,  since November 1990.

     Constantine G. Caras has been Executive Vice President and
     Chief Administrative Officer since July 1990.
     
     Scott G. Mackin has been considered an Executive Officer of
     Ogden since 1992.  He has been President and Chief Operating
     Officer of Ogden Projects, Inc. since January 1991.

     Philip G. Husby has been Senior Vice President and Chief
     Financial Officer of Ogden since January 1, 1991 and
     Treasurer since January 19, 1995.

     Lynde H. Coit has been a Senior Vice President and General
     Counsel of Ogden since January 17, 1991.

     David L. Hahn was elected Senior Vice President of Ogden in
     January 1995.  He has served as Vice President-Marketing of
     Ogden Services Corporation for more than the past five
     years.

     Rodrigo Arboleda was elected Senior Vice President of Ogden
     in January 1995.  Since 1992, he has served as Senior Vice
     President-Business Development for Latin America of Ogden
     Services Corporation.  From 1989 to 1992 he owned and served
     as the President and Chief Executive Officer of
     Interamerican Consulting Group, Inc., a consulting firm
     located in Miami, Florida specializing in management,
     financing, and restructuring of troubled companies.

     Robert M. DiGia has been Vice President, Controller and
     Chief Accounting Officer for more than the past five years.

     Quintin G. Marshall has served as Vice President - Investor
     Relations since October 1995.  From May 1993 to October 1995
     he served as Managing Director of CDA Investment
     Technologies, a division of Thomson Financial.  From July
     1992 to May 1993 he served as Senior Vice President at Gavin
     Andersen & Company, an investor relations consulting firm. 
     From September 1986 to March 1992 he served first as
     Managing Director and then Co-Chief Operation Officer of
     Georgeson & Company, a proxy solicitation and consulting
     company.

     Kathleen Ritch has been Vice President and Secretary of
     Ogden for more than the past five years.


                             Part II

Item 5.   MARKET FOR OGDEN'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS                         

     Pursuant to General Instruction G (2), the information called
for by this item is hereby incorporated by reference from Page 55
of Ogden's 1995 Annual Report to Shareholders.

     As of March 1, 1996, the approximate number of record holders
of Ogden common stock was 9,100.

Item 6.   SELECTED FINANCIAL DATA

     Pursuant to General Instruction G (2), the information called
for by this item is hereby incorporated by reference from Page 32
of Ogden's 1995 Annual Report to Shareholders.

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS              

     Pursuant to General Instruction G (2), the information called
for by this item is hereby incorporated by reference from Pages 28
through 31 of Ogden's 1995 Annual Report to Shareholders.

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Pursuant to General Instruction G (2), the information called
for by this item is hereby incorporated by reference from Pages 32
through 52 and Page 55 of Ogden's 1995 Annual Report to
Shareholders.

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE             

     Not Applicable.

                            PART III


Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF OGDEN

     Pursuant to General Instruction G (3), the information
regarding directors called for by this item is hereby incorporated
by reference from Ogden's 1996 Proxy Statement to be filed with the
Securities and Exchange Commission.


Item 11.  EXECUTIVE COMPENSATION

     Pursuant to General Instruction G (3), the information called
for by this item is hereby incorporated by reference from Ogden's
1996 Proxy Statement to be filed with the Securities and Exchange
Commission.  The information regarding officers called for by this
item is included at the end of Part I of this document under the
heading "Executive Officers of Ogden."

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     Pursuant to General Instruction G (3), the information called
for by this item is hereby incorporated by reference from Ogden's
1996 Proxy Statement to be filed with the Securities and Exchange
Commission.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Pursuant to General Instruction G (3), the information called
for by this item is hereby incorporated by reference from Ogden's
1996 Proxy statement to be filed with the Securities and Exchange
Commission.

                             Part IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K                                                

     (a)  Listed below are the documents filed as a part of this 
          report:

     1).  All financial statements contained on pages 33 through 52
          and the Independent Auditors' Report on page 53 of
          Ogden's 1995 Annual Report to Shareholders are
          incorporated herein by reference.

     2).  Financial statement schedules as follows:

          (i)  Schedule II - Valuation and Qualifying Accounts for
               the years ended December 31, 1995, 1994 and 1993.

     3).  Those exhibits required to be filed by Item 601 of 
          Regulation S-K:


                            EXHIBITS

     2.0  Plans of Acquisition, Reorganization, Arrangement,
          Liquidation or Succession.

          2.1  Agreement and Plan of Merger, dated as of October
               31, 1989, among Ogden, ERCI Acquisition Corporation
               and ERC International, Inc.*

          2.2  Agreement and Plan of Merger among Ogden
               Corporation, ERC International, Inc., ERC
               Acquisition Corporation and ERC Environmental and
               Energy Services Co., Inc., dated as of January 17,
               1991.*

          2.3  Amended and Restated Agreement and Plan of Merger
               among Ogden Corporation, OPI Acquisition Corp. and
               Ogden Projects, Inc., dated as of September 27,
               1994.*

     3.0  Articles of Incorporation and By-laws.

          3.1  Ogden's Restated Certificate of Incorporation as
               amended.*

          3.2  Ogden's By-Laws, as amended.*

     4.0  Instruments Defining Rights of Security Holders.

          4.1  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.*

          4.2  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.*

          4.3  Indenture dated as of March 1, 1992 from Ogden
               Corporation to The Bank of New York, Trustee,
               relating to Ogden's $100 million debt offering.*

     10.0      Material Contracts

          10.1 Credit Agreement by and among Ogden, The Bank of
               New York, as Agent and the signatory bank Lenders
               thereto dated as of September 20, 1993.*
               (i)  Amendment to Credit Agreement, dated as of
               November 16, 1995.  Transmittal herewith as Exhibit
               10.1(i).

          10.2 Stock Purchase Agreement, dated May 31, 1988,
               between Ogden and Ogden Projects, Inc.*

          10.3 Tax Sharing Agreement, dated January 1, 1989,
               between Ogden, Ogden Projects, Inc. and
               subsidiaries, Ogden Allied Services, Inc. an
               subsidiaries, and Ogden Financial Services, Inc.
               and subsidiaries.*

          10.4 Stock Purchase Option Agreement, dated June 14,
               1989, between Ogden and Ogden Projects, Inc. as
               amended on November 16, 1989.*

          10.5 Preferred Stock Purchase Agreement, dated July 7,
               1989, between Ogden Financial Services, Inc. and
               Image Data Corporation.*

          10.6 Rights Agreement between Ogden Corporation and
               Manufacturers Hanover Trust Company, dated as of
               September 20, 1990 and amended August 15, 1995 to
               provide The Bank of New York as successor agent.*

          10.7 Executive Compensation Plans

               (a)  Ogden Corporation 1986 Stock Option Plan.*

               (b)  Ogden Corporation 1990 Stock Option Plan.*
                    (i)  Ogden Corporation 1990 Stock Option Plan
                         as Amended and Restated as of January 19,
                         1994.*

               (c)  Ogden Services Corporation Executive Pension
                    Plan.*

               (d)  Ogden Services Corporation Select Savings
                    Plan.*

                    (i)  Ogden Services Corporation Select Savings
                         Plan Amendment and Restatement as of
                         January 1, 1995.* 

               (e)  Ogden Services Corporation Select Savings Plan
                    Trust.*
                    (i)  Ogden Services Corporation Select Savings
                         Plan Trust Amendment and Restatement
                         dated as of January 1, 1995.*

               (f)  Ogden Services Corporation Executive Pension
                    Plan Trust.*

               (g)  Changes effected to the Ogden Profit Sharing
                    Plan effective January 1, 1990.*

               (h)  Ogden Corporation Profit Sharing Plan.*
                    (i)  Ogden Profit Sharing Plan as amended and
                         restated January 1, 1991 and as in effect
                         through January 1, 1993.*

                    (ii) Ogden Profit Sharing Plan as amended and
                         restated effective as of January 1,
                         1995.*

               (i)  Ogden Corporation Core Executive Benefit
                    Program.*

               (j)  Ogden Projects Pension Plan.*

               (k)  Ogden Projects Profit Sharing Plan.*

               (l)  Ogden Projects Supplemental Pension and Profit
                    Sharing Plans.*

               (m)  Ogden Projects Employee's Stock Option Plan.* 
                    (i)  Amendment, dated as of December 29, 1994
                         to the Ogden Projects Employees' Stock
                         Option Plan.  Transmitted herewith as
                         Exhibit 10.7 (u)(i).*

               (n)  Ogden Projects Core Executive Benefit
                    Program.*

               (o)  Form of amendments to the Ogden Projects, Inc.
                    Pension Plan and Profit Sharing Plans
                    effective as of January 1, 1994.*

                    (i)  Form of Amended Ogden Projects, Inc.
                         Profit Sharing Plan, effective as of
                         January 1, 1994. Transmitted herewith as
                         Exhibit 10.7 (w)(i).*

                    (ii) Form of Amended Ogden Projects, Inc.
                         Pension Plan, effective as of January 1,
                         1994. Transmitted herewith as Exhibit
                         10.7 (w)(ii).*
               (p)  Ogden Corporation CEO Formula Bonus Plan.*

          10.8      Employment Agreements

               (a)  Employment Letter Agreement between Ogden and
                    Lynde H. Coit dated January 30, 1990.*

               (b)  Employment Agreement between Ogden and R.
                    Richard Ablon dated as of May 24, 1990.*
                    (i)  Letter Amendment Employment Agreement
                         between Ogden and R. Richard Ablon dated
                         as of October 11, 1990.*

               (c)  Employment Agreement between Ogden and C. G.
                    Caras dated as of July 2, 1990.*
                    (i)  Letter Amendment to Employment Agreement
                         between Ogden Corporation and C.G. Caras,
                         dated as of October 11, 1990.*

               (d)  Employment Agreement between Ogden and Philip
                    G. Husby as of July 2, 1990.*

               (e)  Termination Letter Agreement between Maria P.
                    Monet and Ogden dated as of October 22, 1990.*
                    

               (f)  Letter Agreement between Ogden Corporation and
                    Ogden's Chairman of the Board, dated as of
                    January 16, 1992.*

               (g)  Employment Agreement between Ogden and Ogden's
                    Chief Accounting Officer dated as of December
                    18, 1991.*

               (h)  Employment Agreement between Scott G. Mackin
                    and Ogden Projects, Inc. dated as of January
                    1, 1994.*

               (i)  Employment Agreement between David L. Hahn and
                    Ogden Corporation, dated December 1, 1995. 
                    Transmitted herewith as Exhibit 10.8(i).

          10.9      First Amended and Restated Ogden Corporation
                    Guaranty Agreement made as of January 30, 1992
                    by Ogden Corporation for the benefit of
                    Mission Funding Zeta and Pitney Bowes Credit
                    Corporation.*

          10.10     Ogden Corporation Guaranty Agreement as of
                    January 30, 1992 by Ogden Corporation for the
                    benefit of Allstate Insurance Company and
                    Ogden Martin Systems of Huntington Resource
                    Recovery Nine Corporation.*

          11        Ogden Corporation and Subsidiaries Detail of
                    Computation of Earnings Applicable to Common
                    Stock for the years ended December 31, 1995,
                    1994 and 1993.  Transmitted herewith as
                    Exhibit 11.

          13        Those portions of the Annual Report to
                    Stockholders for the year ended December 31,
                    1995, which are incorporated herein by
                    reference.  Transmitted herewith as Exhibit
                    13.

          21        Subsidiaries of Ogden.  Transmitted herewith
                    as Exhibit 21.

          23        Consent of Deloitte & Touche LLP.  Transmitted
                    herewith as Exhibit 23.

          27        Financial Data Schedule (EDGAR Filing Only).

          *    Incorporated by reference as set forth in the
               Exhibit Index of this Annual Report on Form 10-K.

          (b)  No Reports on Form 8-K were filed by Ogden during
               the fourth quarter of 1995.

                           SIGNATURES

     Pursuant to the requirements of Section 13 and 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   OGDEN CORPORATION

Date: March 27, 1996               By /S/ R. Richard Ablon
                                      R. Richard Ablon
                                      President and Chief
                                      Executive Officer



     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated.


     SIGNATURE                          TITLE


/S/ Ralph E. Ablon            Chairman of the Board & Director
RALPH E. ABLON

/S/ R. Richard Ablon          President & Chief Executive Officer
R. RICHARD ABLON              and Director

/S/ Philip G. Husby           Senior Vice President, Treasurer and
                              PHILIP G. HUSBYChief Financial Officer

/S/ Robert M. DiGia           Vice President, Controller and Chief
ROBERT M. DIGIA               Accounting Officer

/S/ David M. Abshire          Director
DAVID M. ABSHIRE

/S/ Norman G. Einspruch       Director
NORMAN G. EINSPRUCH

/S/ Constantine G. Caras      Director
CONSTANTINE G. CARAS

/S/ Attallah Kappas           Director
ATTALLAH KAPPAS

                              Director
TERRY ALLEN KRAMER

                              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 F.O. Volcker       Director
HELMUT F.O. VOLCKER 

/S/ Abraham Zaleznik          Director
ABRAHAM ZALEZNIK
















                                





INDEPENDENT AUDITORS' REPORT

Ogden Corporation:

We have audited the consolidated financial statements of Ogden
Corporation and subsidiaries as of December 31, 1995 and 1994 and
for each of the three years in the period ended December 31, 1995,
and have issued our report thereon dated February 5, 1996, which
report includes an explanatory paragraph relating to the adoption
of Statements of Financial Accounting Standards Nos. 106, 112, 115,
and 121; such consolidated financial statements and report are
included in your 1995 Annual Report to Shareholders and are
incorporated herein by reference.  Our audits also included the
consolidated financial statement schedule of Ogden Corporation and
subsidiaries, listed in Item 14. This consolidated financial
statement schedule is the responsibility of the Corporation's
management.  Our responsibility is to express an opinion based on
our audits.  In our opinion, such consolidated financial statement
schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.


/s/Deloitte & Touche, LLP

New York, New York 
February 5, 1996


SCHEDULE II

                                                  OGDEN CORPORATION AND SUBSIDIARIES
                                                  VALUATION AND QUALIFYING ACCOUNTS 


                                                  FOR THE YEAR ENDED DECEMBER 31, 1994   
          COLUMN A                           COLUMN B                     COLUMN C                    COLUMN D          COLUMN E
                                                                         ADDITIONS           

                                             BALANCE AT          CHARGED TO                                             BALANCE AT
                                             BEGINNING           COSTS AND       CHARGED TO                               END OF
         DESCRIPTION                         OF PERIOD           EXPENSES      OTHER ACCOUNTS        DEDUCTIONS           PERIOD   
                                                                                                        

Allowances deducted in the balance sheet
from the assets to which they apply:

Doubtful receivables - current               $25,547,000        $ 5,869,000   $10,241,000 (A)    $ 9,047,000 (D)       $32,783,000
                                                                                   31,000 (B)                    
                                                                                  142,000 (C)

Deferred charges on projects                     750,000          5,650,000     1,350,000 (B)        750,000 (E)         7,000,000  

  TOTAL                                      $26,297,000        $11,519,000   $11,764,000        $ 9,797,000           $39,783,000  

Allowances not deducted:

Provision for consolidation of facilities    $ 4,720,000                                         $ 1,320,000 (G)       $ 3,400,000

Estimated cost of disposal of discontinued
operations                                     1,008,000                      $ 1,485,000 (F)      1,548,000 (G)           945,000  

Reserves relating to tax indemnification
and other contingencies in connection
with the sale of limited partnership
interests in and related tax benefits of
a waste-to-energy facilty                                       $ 6,000,000                                              6,000,000  
 
Other                                          1,477,000          3,500,000    (1,350,000) (B)        23,000 (G)         3,604,000  

  TOTAL                                      $ 7,205,000        $ 9,500,000    $  135,000        $ 2,891,000           $13,949,000  

Notes:
(A)  Reserve for contract billing adjustments.
(B)  Transfer from other accounts.
(C)  Recoveries of amounts previously written off.
(D)  Write-offs of receivables considered uncollectible.
(E)  Write-offs of unsuccessful development costs.
(F)  Net proceeds from operations and sale of assets relating to 
     discontinued operations credited to provision.
(G)  Payments charged to allowances.



SCHEDULE II

                                                  OGDEN CORPORATION AND SUBSIDIARIES
                                                  VALUATION AND QUALIFYING ACCOUNTS 


                                                  FOR THE YEAR ENDED DECEMBER 31, 1993   
          COLUMN A                           COLUMN B                     COLUMN C                    COLUMN D          COLUMN E
                                                                         ADDITIONS

                                             BALANCE AT          CHARGED TO                                             BALANCE AT
                                             BEGINNING           COSTS AND       CHARGED TO                               END OF
         DESCRIPTION                         OF PERIOD           EXPENSES      OTHER ACCOUNTS        DEDUCTIONS           PERIOD   
                                                                                                        

Allowances deducted in the balance sheet
from the assets to which they apply:


Doubtful receivables - current               $19,730,000         $7,682,000    $4,073,000 (A)    $ 6,034,000 (D)       $25,547,000
                                                                                  119,000 (B)         94,000 (E)
                                                                                   71,000 (C)
                                                                                 
Deferred charges on projects                     750,000                                                                   750,000  

  TOTAL                                      $20,480,000         $7,682,000    $4,263,000        $ 6,128,000           $26,297,000


Allowances not deducted:

Provision for consolidation of facilities    $ 6,040,000                                         $ 1,320,000 (G)       $ 4,720,000

Estimated cost of disposal of discontinued
operations                                     7,620,000         $1,706,000    $4,061,000 (F)     12,379,000 (H)         1,008,000  
Other                                            285,000          1,350,000                          158,000 (G)         1,477,000  

  TOTAL                                      $13,945,000         $3,056,000    $4,061,000        $13,857,000           $ 7,205,000  

  
Notes:
(A)  Reserve for contract billing adjustments.
(B)  Transfer from other accounts.
(C)  Recoveries of amounts previously written off.
(D)  Write-offs of receivables considered uncollectible.
(E)  Transfer to other accounts.
(F)  Net proceeds from on-site remediation utilizing mobile technology 
     $3,853,000 and reclassification of liabilities pertaining to fixed-
     site hazardous waste business $208,000.
(G)  Payments charged to allowances.
(H)  Gain from on-site remediation business utilizing mobile technology.



SCHEDULE II

                                                  OGDEN CORPORATION AND SUBSIDIARIES
                                                  VALUATION AND QUALIFYING ACCOUNTS


                                                  FOR THE YEAR ENDED DECEMBER 31, 1995
          COLUMN A                           COLUMN B                     COLUMN C                    COLUMN D          COLUMN E
                                                                         ADDITIONS

                                             BALANCE AT          CHARGED TO                                             BALANCE AT
                                             BEGINNING           COSTS AND       CHARGED TO                               END OF
         DESCRIPTION                         OF PERIOD           EXPENSES      OTHER ACCOUNTS        DEDUCTIONS           PERIOD
                                                                                                        

Allowances deducted in the balance sheet
from the assets to which they apply:

Doubtful receivables - current               $32,783,000        $ 7,204,000     $  64,000 (A)    $ 3,012,000 (B)       $37,039,000


Deferred charges on projects                   7,000,000          3,670,000                        7,000,000 (C)         3,670,000

  TOTAL                                      $39,783,000        $10,874,000     $  64,000        $10,012,000           $40,709,000

Allowances not deducted:

Provision for consolidation of facilities    $ 3,400,000                                         $ 2,850,000 (D)
                                                                                                     550,000 (E)
Estimated cost of disposal of discontinued
operations                                       945,000        $ 4,510,000                        5,269,000 (E)       $   186,000
Estimated cost of disposal of assets                             14,993,000                                             14,993,000

Provision for restructuring                                       8,200,000                        2,090,000 (E)         6,110,000

Reserves relating to tax indemnification and
other contingencies in connection with the
sale of limited partnership interests in and
related tax benefits a of waste-to-energy
facility                                       6,000,000                                           3,000,000 (D)         3,000,000

Other                                          3,604,000          7,267,000                        1,500,000 (D)         9,371,000

  TOTAL                                      $13,949,000        $34,970,000                      $15,259,000           $33,660,000
  
Notes:
(A)  Recoveries of amounts previously written off.
(B)  Write-offs of receivables considered uncollectible.
(C)  Write-offs of unsuccessful development costs.
(D)  Reversal to operating costs of provisions no longer required.
(E)  Payments charged to allowances.

EX-99

                              EXHIBIT INDEX

EXHIBIT
  NO.     DESCRIPTION OF DOCUMENT            FILING INFORMATION

   2      Plans of Acquisition, 
          Reorganization Arrangement, 
          Liquidation or Succession.

   2.1    Agreement and Plan of Merger,      Filed as Exhibit 2 to Ogden's
          dated as of October 31, 1989,      Form S-4 Registration Statement
          among Ogden, ERCI Acquisition      File No. 33-32155, and 
          Corporation and ERC International  incorporated herein by
          Inc.                               reference.

   2.2    Agreement and Plan of Merger       Filed as Exhibit (10)(x) to
          among Ogden Corporation, ERC       Ogden's Form 10-K for the
          International Inc., ERC            fiscal year ended December 31,
          Acquisition Corporation and        1990 and incorporated herein
          ERC Environmental and Energy       by reference.
          Services Co., Inc. dated as of
          January 17, 1991.

   2.3    Amended and Restated Agreement     Filed as Exhibit 2 to Ogden's
          and Plan of Merger among Ogden     Form S-4 Registration Statement
          Corporation, OPI Acquisition       File No. 33-56181 and 
          Corporation sub. and Ogden         incorporated herein by
          Projects, Inc. dated as of         reference.
          September 27, 1994.

   3      Articles of Incorporation and 
          By-Laws.

   3.1    Ogden's Restated Certificate       Filed as Exhibit (3)(a)
          of Incorporation as amended.       to Ogden's Form 10-K for the
                                             fiscal year ended December 31,
                                             1988 and incorporated herein
                                             by reference.

   3.2    Ogden's By-Laws, as amended.       Filed as Exhibit 3.2 to Ogden's
                                             Form 10-Q for the quarterly
                                             period ended June 30, 1995 and
                                             incorporated herein by
                                             reference.

   4      Instruments Defining Rights of 
          Security Holders.

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


EXHIBIT
  NO.     DESCRIPTION OF DOCUMENT            FILING INFORMATION

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

   4.3    Indenture dated as of March 1,     Filed as Exhibit (4)(C) to
          1992 from Ogden Corporation to     Ogden's Form 10-K for fiscal
          The Bank of New York, Trustee,     year ended December 31, 1991,
          relating to Ogden's $100 million   and incorporated herein by
          debt offering.                     reference.

   10     Material Contracts

   10.1   Credit Agreement by and among      Filed as Exhibit No. 10.2 to
          Ogden, The Bank of New York, as    Ogden's Form 10-K for fiscal
          Agent and the signatory Lenders    year ended December 31, 1993,
          thereto dated as of September 20,  and incorporated herein by
          1993.                              reference.

          (i)  Amendment to Credit           Transmitted herewith as 
               Agreement, dated as of        Exhibit 10.1(i).
               November 16, 1995.

   10.2   Stock Purchase Agreement dated     Filed as Exhibit (10)(d) to
          May 31, 1988, between Ogden and    Ogden's Form 10-K for the
          Ogden Projects, Inc.               fiscal year ended December 31,
                                             1989 and incorporated herein
                                             by reference.

   10.3   Tax Sharing Agreement, dated       Filed as Exhibit (10)(e) to
          January 1, 1989 between Ogden,     Ogden's Form 10-K for the
          Ogden Projects, Inc. and           fiscal year ended December 31,
          subsidiaries, Ogden Allied         1989 and incorporated herein
          Services, Inc. and subsidiaries    by reference.
          and Ogden Financial Services,
          Inc. and subsidiaries.

   10.4   Stock Purchase Option Agreement,   Filed as Exhibit (10)(f) to
          dated June 14, 1989, between       Ogden's Form 10-K for the
          Ogden and Ogden Projects, Inc.     fiscal year ended December 31,
          as amended on November 16, 1989.   1989 and incorporated herein
                                             by reference.

   10.5   Preferred Stock Purchase           Filed as Exhibit (10)(g) to
          Agreement, dated July 7, 1989,     Ogden's Form 10-K for the
          between Ogden Financial Services,  fiscal year ended December 31,
          Inc. and Image Data Corporation.   1989 and incorporated herein
                                             by reference.


EXHIBIT
  NO.     DESCRIPTION OF DOCUMENT            FILING INFORMATION

   10.6   Rights Agreement between Ogden     Filed as Exhibit (10)(h) to
          Corporation and Manufacturers      Ogden's Form 10-K for the
          Hanover Trust Company, dated as    fiscal year ended December 31,
          of September 20, 1990 and amended  1990 and incorporated herein
          August 15, 1995 to provide The     by reference.
          Bank of New York as successor
          agent.

   10.7   Executive Compensation Plans.

     (a)  Ogden Corporation 1986             Filed as Exhibit (10)(k) to
          Stock Option Plan.                 Ogden's Form 10-K for the
                                             fiscal year ended December 31,
                                             1985 and incorporated herein
                                             by reference.

     (b)  Ogden Corporation 1990             Filed as Exhibit (10)(j) to
          Stock Option Plan.                 Ogden's Form 10-K for the
                                             fiscal year ended December 31,
                                             1990 and incorporated herein
                                             by reference.

          (i)  Ogden Corporation 1990        Filed as Exhibit 10.6(b)(i) to
               Stock Option Plan as          Ogden's Form 10-Q for the
               Amended and Restated as of    quarterly period ended
               January 19, 1994.             September 30, 1994 and
                                             incorporated herein by
                                             reference.

     (c)  Ogden Services Corporation         Filed as Exhibit (10)(k) to
          Executive Pension Plan.            Ogden's Form 10-K for the
                                             fiscal year ended December 31,
                                             1990 and incorporated herein
                                             by reference.

     (d)  Ogden Services Corporation         Filed as Exhibit (10)(l) to
          Select Savings Plan.               Ogden's Form 10-K for the
                                             fiscal year ended December 31,
                                             1990 and incorporated herein
                                             by reference.

          (i)  Ogden Services Corporation    Filed as Exhibit 10.7(d)(i)
               Select Savings Plan           to Ogden's Form 10-K for the
               Amendment and Restatement     fiscal year ended December 31,
               as of January 1, 1995.        1994 and incorporated herein
                                             by reference.

     (e)  Ogden Services Corporation         Filed as Exhibit (10)(m) to
          Select Savings Plan Trust.         Ogden's Form 10-K for the
                                             fiscal year ended December 31,
                                             1990 and incorporated herein
                                             by reference.

          (i)  Ogden Services Corporation    Filed as Exhibit 10.7(e)(i) to
               Select Savings Plan Trust     Ogden's Form 10-K for the
               Amendment and Restatement     fiscal year ended December 31,
               as of January 1, 1995.        1994 and incorporated herein
                                             by reference.
EXHIBIT
  NO.     DESCRIPTION OF DOCUMENT            FILING INFORMATION

     (f)  Ogden Services Corporation         Filed as Exhibit (10)(n) to
          Executive Pension Plan Trust.      Ogden's Form 10-K for the
                                             fiscal year ended December 31,
                                             1990 and incorporated herein
                                             by reference.

     (g)  Changes effected to the Ogden      Filed as Exhibit (10)(o) to
          Profit Sharing Plan effective      Ogden's Form 10-K for the
          January 1, 1990.                   fiscal year ended December 31,
                                             1990 and incorporated herein
                                             by reference.

     (h)  Ogden Corporation Profit Sharing   Filed as Exhibit 10.8(p) to
          Plan.                              Ogden's Form 10-K for fiscal
                                             year ended December 31, 1992
                                             and incorporated herein by
                                             reference.

          (i)  Ogden Profit Sharing Plan     Filed as Exhibit 10.8(p)(i) to
               as amended and restated       Ogden's Form 10-K for fiscal
               January 1, 1991 and as in     year ended December 31, 1993
               effect through January 1,     and incorporated herein by
               1993.                         reference.

          (ii) Ogden Profit Sharing Plan     Filed as Exhibit 10.7(p)(ii)
               as amended and restated       to Ogden's Form 10-K for fiscal
               effective as of January 1,    year ended December 31, 1994
               1995.                         and incorporated herein by
                                             reference.

     (i)  Ogden Corporation Core Executive   Filed as Exhibit 10.8(q) to
          Benefit Program.                   Ogden's Form 10-K for fiscal
                                             year ended December 31, 1992
                                             and incorporated herein by
                                             reference.

     (j)  Ogden Projects Pension Plan.       Filed as Exhibit 10.8(r) to
                                             Ogden's Form 10-K for fiscal
                                             year ended December 31, 1992
                                             and incorporated herein by
                                             reference.

     (k)  Ogden Projects Profit Sharing      Filed as Exhibit 10.8(s) to
          Plan.                              Ogden's Form 10-K for fiscal
                                             year ended December 31, 1992
                                             and incorporated herein by
                                             reference.

     (l)  Ogden Projects Supplemental        Filed as Exhibit 10.8(t) to
          Pension and Profit Sharing Plans.  Ogden's Form 10-K for fiscal
                                             year ended December 31, 1992
                                             and incorporated herein by
                                             reference.


EXHIBIT
  NO.     DESCRIPTION OF DOCUMENT            FILING INFORMATION

     (m)  Ogden Projects Employees' Stock    Filed as Exhibit 10.8(u) to
          Option Plan.                       Ogden's Form 10-K for fiscal
                                             year ended December 31, 1992
                                             and incorporated herein by
                                             reference.

          (i)  Amendment dated as of         Filed as Exhibit 10.7(u)(i) to
               December 29, 1994, to the     Ogden's Form 10-K for fiscal
               Ogden Projects Employees'     year ended December 31, 1994
               Stock Option Plan.            and incorporated herein by
                                             reference.

     (n)  Ogden Projects Core Executive      Filed as Exhibit 10.8(v) to
          Benefit Program.                   Ogden's Form 10-K for fiscal
                                             year ended December 31, 1992
                                             and incorporated herein by
                                             reference.

     (o)  Form of amendments to the Ogden    Filed as Exhibit 10.8(w) to
          Projects, Inc. Pension Plan and    Ogden's Form 10-K for fiscal
          Profit Sharing Plans effective as  year ended December 31, 1993
          of January 1, 1994.                and incorporated herein by
                                             reference.

          (i)  Form of amended Ogden         Filed as Exhibit 10.7(w)(i) to
               Projects Profit Sharing       Ogden's Form 10-K for fiscal
               Plan effective as of          year ended December 31, 1994
               January 1, 1994 and           and incorporated herein by
               incorporated herein by        reference.
               reference.

          (ii) Form of amended Ogden         Filed as Exhibit 10.7(w)(ii)
               Projects Pension Plan,        to Ogden's Form 10-K for fiscal
               effective as of January 1,    year ended December 31, 1994
               1994 and incorporated         and incorporated herein by
               herein by reference.          reference.

     (p)  Ogden Corporation CEO Formula      Filed as Exhibit 10.6(w) to
          Bonus Plan.                        Ogden's Form 10-Q for the
                                             quarterly period ended
                                             September 30, 1994 and
                                             incorporated herein by
                                             reference.

10.8      Employment Agreements

     (a)  Employment Letter Agreement        Filed as Exhibit (10)(p) to
          between Ogden and an executive     Ogden's Form 10-K for the
          officer dated January 30, 1990.    fiscal year ended December 31,
                                             1990 and incorporated herein
                                             by reference.


EXHIBIT
  NO.     DESCRIPTION OF DOCUMENT            FILING INFORMATION

     (b)  Employment Agreement between       Filed as Exhibit (10)(r) to
          R. Richard Ablon and Ogden         Ogden's Form 10-K for the
          dated as of May 24, 1990.          fiscal year ended December 31,
                                             1990 and incorporated herein
                                             by reference.

          (i)  Letter Amendment to           Filed as Exhibit (10)(r)(i)
               Employment Agreement          to Ogden's Form 10-K for the
               between Ogden Corporation     fiscal year ended December 31,
               and R. Richard Ablon, dated   1990 and incorporated herein
               as of October 11, 1991.       by reference.

     (c)  Employment Agreement between       Filed as Exhibit (10)(s) to
          Ogden and C. G. Caras dated        Ogden's Form 10-K for the
          as of July 2, 1990.                fiscal year ended December 31,
                                             1990 and incorporated herein
                                             by reference.

          (i)  Letter Amendment to           Filed as Exhibit (10)(s)(i)
               Employment Agreement          to Ogden's Form 10-K for the
               between Ogden Corporation     fiscal year ended December 31,
               and C. G. Caras, dated as     1990 and incorporated herein
               of October 11, 1990.          by reference.

     (d)  Employment Agreement between       Filed as Exhibit (10)(t) to
          Ogden and Philip G. Husby,         Ogden's Form 10-K for the
          dated as of July 2, 1990.          fiscal year ended December 31,
                                             1990 and incorporated herein
                                             by reference.

     (e)  Termination Letter Agreement       Filed as Exhibit (10)(v) to
          between Maria P. Monet and Ogden   Ogden's Form 10-K for the
          dated as of October 22, 1990.      fiscal year ended December 31,
                                             1990 and incorporated herein
                                             by reference.

     (f)  Letter Agreement between Ogden     Filed as Exhibit 10.2 (p) to
          Corporation and Ogden's Chairman   Ogden's Form 10-K for fiscal 
          of the Board, dated as of          year ended December 31, 1991
          January 16, 1992.                  and incorporated herein by
                                             reference.

     (g)  Employment Agreement between       Filed as Exhibit 10.2 (q) to
          Ogden Corporation and Ogden's      Ogden's Form 10-K for fiscal
          Chief Accounting Officer dated     year ended December 31, 1991
          as of December 18, 1991.           and incorporated herein by
                                             reference.

     (h)  Employment Agreement between       Filed as Exhibit 10.8(o) to
          Scott G. Mackin and Ogden          Ogden's Form 10-K for fiscal
          Projects, Inc. dated as of         year ended December 31, 1993
          January 1, 1994.                   and incorporated herein by
                                             reference.

     (i)  Employment Agreement between       Transmitted herewith as
          Ogden Corporation and              Exhibit 10.8(i).
          David L. Hahn, dated December
          1, 1995.

EXHIBIT
  NO.     DESCRIPTION OF DOCUMENT            FILING INFORMATION

   10.9   First Amended and Restated         Filed as Exhibit 10.3 (b) (i)
          Ogden Corporation Guaranty         to Ogden's Form 10-K for
          Agreement made as of January 30,   fiscal year ended December 31,
          1992 by Ogden Corporation for      1991 and incorporated herein
          the benefit of Mission Funding     by reference.
          Zeta and Pitney Bowes Credit
          Corporation.

   10.10  Ogden Corporation Guaranty         Filed as Exhibit 10.3 (b) (iii)
          Agreement made as of January       to Ogden's Form 10-K for
          30, 1992 by Ogden Corporation      fiscal year ended December 31,
          for the benefit of Allstate        1991 and incorporated herein
          Insurance Company and Ogden        by reference.
          Martin Systems of Huntington
          Resource Recovery Nine Corp.

   11     Ogden Corporation and              Transmitted herewith as
          Subsidiaries Detail of             Exhibit 11.
          Computation of Earnings
          Applicable to Common Stock
          for the years ended December
          31, 1995, 1994 and 1993.

   13     Those portions of the Annual       Transmitted herewith as
          Report to Stockholders for the     Exhibit 13.
          year ended December 31, 1995,
          which are incorporated herein
          by reference.

   21     Subsidiaries of Ogden.             Transmitted herewith as
                                             Exhibit 21.

   23     Consent of Deloitte & Touche.      Transmitted herewith as 
                                             Exhibit 23.

   27     Financial Data Schedule.           Transmitted herewith as
                                             Exhibit 27.

EX-10

EXHIBIT 10.1(i)

                       AMENDMENT NO. 2
                             TO
                      CREDIT AGREEMENT




     AMENDMENT NO. 2 (this "Amendment"), dated as of November
16, 1995, to the Credit Agreement, dated as of September 20,
1993, by and among Ogden Corporation (the "Company"), the
signatory Lenders thereto and The Bank of New York, as Agent
(the "Agent"), as amended by Consent and Amendment No. 1,
dated as of September 12, 1994 (the "Agreement").


                          RECITALS

     I.   Capitalized terms used herein which are defined in
the Agreement shall have the meanings therein defined.

     II.  The Company has requested that the Agreement be
amended to extend the Termination Date by one year.

     III. In addition, the Company has requested that the
Aggregate Commitments be increased to $200,000,000, that the
Commitment of Swiss Bank Corporation be increased by
$5,000,000, that Bank of America Illinois ("B of A") be added
as a Lender under the Agreement with a Commitment of
$20,000,000 and that the Agreement be amended in certain other
respects as set forth herein.

     IV.  On the date hereof and on the Amendment Effective
Date (as defined in paragraph 5) no Competitive Bid Loans are
or will be outstanding, no Letter of Credit has been or will
have been issued and the only Loans outstanding under the
Agreement are and will be R/C Loans (the "Existing Loans").
The Existing Loans will be outstanding as Eurodollar Loans
having a one-month Interest Period expiring on December 6,
1995.

     V.   In order to avoid the need for assigning portions of
the Existing Loans to conform to the revised Commitments and
Commitment Percentages arising from this Amendment, on the
Amendment Effective Date, the Company will deliver to the
Agent a Borrowing Request requesting R/C Loans from the
Lenders, including B of A, in an aggregate amount at least
equal to the aggregate amount due on the Existing Loans on the
requested Borrowing Date, which Loans will be made based on
the revised Commitments and Commitment Percentages set forth
in Attachment A hereto, and the proceeds of such Loans  will
be used, in whole or in part, to retire the Existing Loans.

     In consideration of the Recitals, the terms and
conditions hereinafter set forth, and for other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

     1.   Paragraph 1.1 of the Agreement is amended to restate
the following definition in its entirety:

     "Termination Date": October 29, 1998, or any date
subsequent thereto resulting from an extension of the
Termination Date pursuant to paragraph 2.18.

     2.   Paragraph 1.1 of the Agreement is further amended to
change the amount contained in clause (viii) of the definition
of "Permitted Subsidiary Indebtedness" from "$25,000,000" to
"$50,000,000".

     3.   Exhibit A to the Agreement is restated in its
entirety to read as set forth in Attachment A hereto.

     4.   Schedule 1.1 to the Agreement is restated in its
entirety to read as set forth in Attachment B hereto.

     5.   This Amendment shall not become effective until the
date (the "Amendment Effective Date ") on which each of the
following conditions precedent has been fulfilled, provided
that if such conditions are fulfilled prior to December 6,
1995, the Amendment Effective Date shall be December 6, 1995:

     a.   The Agent shall have received this Amendment
executed by a duly authorized officer or officers of the
Company, the Agent and the Lenders.

     b.   The Agent shall have received notes, dated the
Amendment Effective Date, as follows: (i) on behalf of Swiss
Bank, a new Note (the "Replacement Note") in the principal
amount of its increased Commitment in replacement of its
existing Note (which existing Note shall be marked
"SUPERCEDED" and returned to the Company) and (ii) on behalf
of B of A, a new Note in the principal amount of its
Commitment (the "B of A Note", and with the Replacement Note,
the "New Notes") each in the form of Exhibit E to the
Agreement, with appropriate insertions therein, executed by a
duly authorized officer or officers of the Company.

     c.   The Agent shall have timely received an R/C
Borrowing Request from the Company requesting R/C Loans in an 
aggregate amount at least equal to the aggregate amount due on
the Existing Loans on the requested Borrowing Date, upon the
making of which the Company hereby directs the Agent to remit
all or such part of the proceeds thereof as shall be necessary
to repay the full amount due on the Existing Loans on such
Borrowing Date to the Lenders thereof for application in
payment of such Loans and to credit the remainder of such
proceeds, if any, as provided in the Agreement or as otherwise
directed by the Company.

     d.   The Agent shall have received a certificate, dated
the date hereof, of the Secretary or an Assistant Secretary of
the Company (i) attaching a true and complete copy of the
resolutions of its Board of Directors and of all documents
evidencing other necessary corporate action (in form and
substance satisfactory to the Agent and to Special Counsel)
taken by it to authorize the execution and delivery of this
Amendment No. 2, the New Notes and the transactions
contemplated hereby, (ii) attaching a true and complete copy
of its Certificate of Incorporation and By-Laws, (iii) setting
forth the incumbency of its officer or officers who may sign
this Amendment and the New Notes, including therein a
signature specimen of such officer or officers and (iv)
attaching a certificate of good standing of the Secretary of
State of the State of Delaware, together with such other
documents as the Agent or Special Counsel shall reasonably
require.

     e.   The Agent shall have received an opinion of general
counsel of the Company, dated the date hereof, substantially
in the form of Attachment C hereto.

     f.   All conditions precedent set forth in paragraph 6 of
the Agreement shall have been satisfied.

     6.   By its execution hereof, B of A agrees that,
simultaneously upon the occurrence of the Amendment Effective
Date, it shall become a Lender for all purposes under the
Agreement and shall be deemed to have appointed the Agent to
act on its behalf under, and on the terms set forth in,
paragraph 10 of the Agreement.

     7.   The Company hereby (a) reaffirms and admits the
validity and enforceability of all the Loan Documents and its
obligations thereunder, (b) agrees and admits that it has no
valid defenses to or offsets against any of its obligations to
the Agent or any Lender under the Loan Documents, (c) agrees
to pay the reasonable fees and disbursements of counsel to the
Agent incurred in connection with the preparation, negotiation
and closing of this Amendment, and (d) represents  and
warrants that, after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing.

     8.   This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of
which shall constitute one agreement. It shall not be neces-
sary in making proof of this Amendment to produce or account
for more than one counterpart signed by the party against
which enforcement is sought.

     9.   In all other respects, the Agreement and the other
Loan Documents shall remain in full force and effect.

     10.  THIS AMENDMENT IS BEING DELIVERED IN AND IS INTENDED
TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE
CONSTRUED AND ENFORCEABLE AND BE GOVERNED BY, THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.


     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above
written.



OGDEN CORPORATION

By:  /s/Philip G. Husby
Title:  Senior V.P. & CFO



THE BANK OF NEW YORK,
Individually and as Agent

By:  /s/William A. Klein
Title:  V.P.


BANK OF AMERICA ILLINOIS

By:  illegible signature
Title:  Authorized Officer


DEUTSCHE BANK AG
New York and/or Cayman Islands
Branches

By:  /s/Robert M. Wood
Title:  Vice President

By:  /s/James Fox
Title:  Assistant Vice President


MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By:  /s/James S. Finch
Title:  Vice President


NATIONSBANK, N.A.

By:  /s/Michael R. Heredia
Title:  Vice President


NATIONAL WESTMINSTER BANK, PLC
New York Branch

By:  /s/Maria Amaral-LeBlanc
Title:  Vice President


NATIONAL WESTMINSTER BANK, PLC
Nassau Branch

By:  /s/Maria Amaral-LeBlanc
Title:  Vice President


SWISS BANK CORPORATION
New York Branch

By:  /s/Robert O. Gurman
Title:  Director, Merchant Banking

By:  /s/David C. Hemingway
Title:  Director, Merchant Banking


UNION BANK OF SWITZERLAND,
New York Branch

By:  /s/James P. Kelleher
Title:  Assistant Vice President

By:  /s/Peter B. Yearley
Title:  Vice President


CHEMICAL BANK

By:  /s/Robert K. Gaynor
Title:  Vice President


THE MITSUBISHI BANK, LIMITED,
New York Branch

By:  /s/Paula Mueller
Title:  Vice President




                        ATTACHMENT A


                          EXHIBIT A


                         COMMITMENTS



                                                COMMITMENT
BANK                         COMMITMENT         PERCENTAGE
                                               

The Bank of New York        $ 30,000,000            15.00%

Bank of America Illinois      20,000,000            10.00

Deutsche Bank AG              20,000,000            10.00
   New York and/or Cayman
   Islands Branches

Morgan Guaranty Trust
   Company of New York        20,000,000            10.00

NationsBank, N.A.             20,000,000            10.00

National Westminster          20,000,000            10.00
   Bank, PLC

Swiss Bank Corporation        20,000,000            10.00

Union Bank of Switzerland     20,000,000            10.00
   New York Branch

Chemical Bank                 15,000,000             7.50

The Mitsubishi Bank,          15,000,000             7.50
Limited, New York Branch
                                                     ___
     Totals                 $200,000,000             100%




                        ATTACHMENT B

                        SCHEDULE 1.1

                   LIST OF LENDING OFFICES




DOMESTIC LENDING OFFICES                  EURODOLLAR LENDING OFFICES


(1)   The Bank of New York                The Bank of New York
      New York Corporate Division         New York Corporate Division
      8th Floor                           8th Floor
      One Wall Street                     One Wall Street
      New York, New York 10286            New York, New York 10286
      Attention:  William G.C. Dakin,     Attention: William G.C. Dakin,
                Assistant Vice President            Assistant Vice President
      Telephone: (212) 635-1473           Telephone: (212) 635-1473
      Telecopy:  (212) 635-1483           Telecopy:  (212) 635-1483
    
(2)   Bank of America                    Bank of America
      200 West Jackson Blvd.             200 West Jackson Blvd.         
      Chicago, Illinois 60697            Chicago, Illinois 60697
      Attention:  David Noda             Attention:  David Noda
      Telephone:  (212) 503-7948         Telephone:  (212) 503-7948
      Telecopy:  (212) 503-7771          Telecopy:  (212) 503-7771

(3)   Deutsche Bank AG                   Deutsche Bank AG
      New York Branch                    Cayman Islands Branch
      24th Floor                         24th Floor
      31 West 52nd Street                31 West 52nd Street
      New York, New York 10019           New York, New York 10019
      Attention: Robert Wood             Attention:  Robert Wood
      Telephone: (212) 469-7839          Telephone:  (212) 469-7839
      Telecopy:  (212) 469-8212          Telecopy:   (212) 469-8212     
      
(4)   Morgan Guaranty Trust              Morgan Guaranty Trust
        Company of New York                Company of New York
      60 Wall Street                     Nassau, Bahamas Office
      New York, New York 10260-0060      c/o J. P. Morgan Services Inc.-
      Attention:  James Finch            3/OP52
                   Vice President        500 Stanton Christiana Road
      Telephone:  (212) 648-6985         Newark, Delaware 19713
      Telecopy:   (212) 648-5016         Telephone:  (212) 648-6957
                                         Telecopy:   (212) 648-5014

 (5)  NationsBank, NA                    NationsBank, NA
      6610 Rockledge Dr.                 6610 Rockledge Dr.
      Corporate Bank                     Corporate Bank
      6th Floor                          6th Floor
      Bethesda, MD 20817                 Bethesda, MD 20817
      Attention:  Michael Heredia        Attention:  Michael Heredia
      Telephone:  (301) 571-0724         Telephone:  (301) 571-0724
      Telecopy:   (301)-571-0719         Telecopy:   (301)-571-0719

(6)   National Westminster Bank PLC      National Westminster Bank PLC
      New York Marketing Office          New York Marketing Office
      175 Water Street - 19th Floor      175 Water Street - 19th Floor
      New York, New York 10038           New York, New York 10038
      Attention: David Apps,             Attention:  David Apps,
                 Vice President                      Vice President
      Telephone: (212) 602-4221          Telephone:  (212) 602-4221
      Telecopy:  (212) 602-4500          Telecopy:   (212) 602-4500
      
(7)   Swiss Bank Corporation             Swiss Bank Corporation
      New York Branch                    Cayman Islands Branch
      222 Broadway                       c/o Swiss Bank Corporation
      222-04-E                           New York Branch
      New York, New York 10038           222 Broadway
      Attention: Robert O. Gurman,       222-04-E
                 Director                New York, New York 10038
      Telephone: (212) 574-3127          Attention:  Robert O. Gurman,
      Telecopy:  (212) 574-4131                      Director
                                         Telephone:  (212) 574-3127
                                         Telecopy:   (212) 574-4131

(8)   Union Bank of Switzerland          Union Bank of Switzerland
      New York Branch                    New York Branch
      299 Park Avenue                    299 Park Avenue
      New York, New York 10171           New York, New York 10171
      Attention: Peter B. Yearley        Attention:  Peter B. Yearley
                 Vice President                      Vice President
      Telephone: (212) 821-3339          Telephone:  (212) 821-3339
      Telecopy:  (212) 821-3878          Telecopy:   (212) 821-3878
                                         
(9)   Chemical Bank                      Chemical Bank
      270 Park Avenue                    270 Park Avenue
      New York, New York 10017           New York, New York 10017
      Attention:  Chris Perkins,         Attention:  Chris Perkins,
                  Vice President                     Vice President
      Telephone:  (212) 270-4769         Telephone:  (212) 270-4769
      Telecopy:   (212) 270-0330         Telecopy:   (212) 270-0330
      
      (10) The Mitsubishi Bank, Limited- The Mitsubishi Bank, Limited-
       New York Branch                   New York Branch
       225 Liberty Street                225 Liberty Street
           Two World Financial Center    Two World Financial Center
       New York, New York 10281          New York, New York 10281
       Attention:  Paula Mueller         Attention:  Paula Mueller
       Telephone:  (212) 667-2890        Telephone:  (212) 667-2890
       Telecopy:   (212) 667-3562        Telecopy:   (212) 667-3562
       
       
       

                                ATTACHMENT C

                         FORM OF OPINION OF COUNSEL








                                   _______ __, 1995



TO THE PARTIES LISTED ON
SCHEDULE A ATTACHED HERETO


     I have acted as counsel to Ogden Corporation, a Delaware
corporation (the "Company") in connection with Amendment No. 2,
dated as of November 16, 1995 (the "Amendment"), to the Credit
Agreement, dated as of September 20, 1993, by and among the
Company, the signatory Banks thereto, and The Bank of New York,
as Agent, as amended by Amendment No. 1 thereto, dated as of
September 12, 1994 (the "Agreement"). Capitalized terms used
herein that are defined in the Amendment or the Agreement shall
have the meanings therein defined.

     In furnishing this opinion, I have examined and relied
upon originals or copies, certified or otherwise identified to
my satisfaction as being true copies, of such instruments,
documents and certificates of officers of the Company or of
government officials, and have conducted such investigations of
fact and law, as I have deemed necessary or appropriate as the
basis for the opinions hereinafter expressed, including,
without limitation, (i) the Restated Certificate of Incorpora-
tion and By-Laws of the Company, (ii) the Amendment and the
Agreement and (iii) the New Notes. With respect to questions of
fact material to any opinions expressed herein, I have relied
solely upon inquiries made of the appropriate officers of the
Company and its Subsidiaries.

     I express no opinion as to any question of law other than
with respect to the laws of the State of New York, the corpo-
rate laws of the State of Delaware, and the laws of the United
States of America. Wherever in this opinion the phrase "to the
best of my knowledge" is used, it shall be construed as being 
limited, without independent investigation, to my actual
knowledge and the actual knowledge of those attorneys in my
office who have directly participated in this matter.


     Based upon and subject to the foregoing, I am of the
opinion that:

     11.  The Company and each Material Subsidiary is duly or-
ganized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or formation, has all
requisite corporate power and authority to own its Property and
to carry on its business as now conducted, and is in good
standing and authorized to do business in each jurisdiction in
which there is a reasonable likelihood of a Material Adverse
Effect as a consequence of the failure to be so authorized.

     12.  The Company has full corporate power and authority to
enter into, execute, deliver and carry out the terms of the
Amendment and the New Notes, and to make the borrowings and to
incur the other obligations contemplated thereby, to execute,
deliver and carry out the terms of the New Notes and to incur
the obligations provided for therein, all of which have been
duly authorized by all proper and necessary corporate action
and are not in violation of its Restated Certificate of
Incorporation and By-Laws.

     13.  No consent, authorization or approval of, filing
with, notice to, or exemption by, stockholders, any Governmen-
tal Body or any other Person (except for those which have been
obtained, made or given) is required to authorize, or is re-
quired in connection with the execution, delivery and perfor-
mance of the Amendment and the New Notes or is required as a
condition to the validity or enforceability of the Amendment
and the New Notes. No provision of any applicable statute, law
(including, without limitation, any applicable usury or similar
law), rule or regulation of any Governmental Body will prevent
the execution, delivery or performance of, or affect the
validity of, the Amendment and the New Notes.

     14.  The Amendment constitutes, and the New Notes, when
issued and delivered pursuant thereto for value received, will
constitute, the valid and legally binding obligations of the
Company enforceable in accordance with their respective terms,
except (i) as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally or by
general principles of equity, including, without limitation,
principles of materiality, reasonableness and good faith
(regardless of whether considered in a proceeding in equity or 
an action at law), and (ii) that the enforceability of any
provision of the Agreement providing for indemnification might
be limited by considerations of public policy.

     15.  There are no actions, suits, arbitration proceedings
or claims pending or, to the best of my knowledge, threatened
against the Company or any Subsidiary, or maintained by the
Company or any Subsidiary, at law or in equity, before any
Governmental Body as to which there is a reasonable likelihood
of a Material Adverse Effect. There are no proceedings pending
or, to the best of my knowledge, threatened against the Company
or any Subsidiary which call into question the validity or en-
forceability of any of the Loan Documents.

     16.  To the best of my knowledge, neither the Company nor
any Subsidiary is in default under any mortgage, indenture,
contract or agreement to which it is a party or by which it or
any of its Property is bound, as to which, taken as a whole,
there is a reasonable likelihood of a Material Adverse Effect.
To the best of my knowledge, the execution, delivery or carry-
ing out of the terms of the Loan Documents will not constitute
a default under, conflict with, require any consent under
(other than consents which have been obtained), or result in
the creation or imposition of, or obligation to create, any
Lien upon the Property of the Company or any Subsidiary pur-
suant to the terms of any such mortgage, indenture, contract,
agreement, judgment, decree or order as to which, if not con-
sented to, waived or obtained, there is a reasonable likelihood
of a Material Adverse Effect.

     17.  To the best of my knowledge, neither the Company nor
any Subsidiary is in default with respect to any judgment, or-
der, writ, injunction, decree or decision of any Governmental
Body as to which there is a reasonable likelihood of a Material
Adverse Effect and the Company and each Subsidiary is complying
in all material respects with all applicable statutes and
regulations, including ERISA, of all Governmental Bodies, a
violation of which is reasonably likely to have a Material
Adverse Effect.

     18.  Neither the Company nor any Subsidiary (a) is subject
to regulation under the Public Utility Holding Company Act of
1935, the Federal Power Act (other than the minimum statutory
requirements that do not violate clause (b) below) or the
Investment Company Act of 1940, or (b) is subject to any
statute or regulation which prohibits or restricts the in-
currence of Indebtedness under the Loan Documents, including,
without limitation, statutes or regulations relative to common
or contract carriers or to the sale of electricity, gas, 
steam, water, telephone, telegraph or other public utility
services.

     19.  To the best of my knowledge, neither the Company nor
any Subsidiary has received written notice or otherwise learned
of any claim, demand, action, event, condition, report or
investigation indicating or concerning any potential or actual
liability as to which individually or in the aggregate there is
a reasonable likelihood of a Material Adverse Effect arising in
connection with any non-compliance with or violation of the
requirements of any Environmental Laws.


                                   Very truly yours,




                                   Lynde H. Coit
                                   Senior Vice President &
                                   General Counsel
                                   
                                   
                         SCHEDULE A




The Bank of New York

Bank of America Illinois

Deutsche Bank AG

Morgan Guaranty Trust Company of New York

NationsBank of Virginia, N.A.

National Westminster Bank PLC

Swiss Bank Corporation

Union Bank of Switzerland

Chemical Bank

The Mitsubishi Bank, Limited

EX-10

EXHIBIT 10.8(i)

CONFIDENTIAL AND
LEGALLY PRIVILEGED



                      EMPLOYMENT AGREEMENT

     THIS AGREEMENT, made and entered into as of the 1st day of
December 1995, by and between OGDEN CORPORATION, a Delaware
corporation maintaining its principal office at Two Pennsylvania
Plaza, New York, New York (the "Company") and David L. Hahn, an
individual now residing at 19 Janes Lane, Lloyd Harbor, New York 
11743 (the "Employee").

                        WITNESSETH THAT:

     WHEREAS, the Employee is currently serving in an executive
capacity as a Senior Vice President of the Company and the Company
desires to ensure that the Employee will continue to be available
to provide services in a similar capacity in the future, which
services are significant to the Company's long-range prospects and
the long-range prospects of the Company's subsidiaries; and

     WHEREAS, to induce the Employee to provide such services, the
Company is offering to provide the Employee with the compensation,
benefits and security provided for in this Agreement.

     NOW, THEREFORE, in consideration of the covenants and
agreements herein contained, the parties hereto agree as follows:

     1.   Employment/Capacity/Term.

          (a)  The Company agrees to and does hereby employ the
Employee, and the Employee agrees to and hereby does enter into the
employ of the Company upon the terms and conditions set forth in
this Agreement.  Such employment shall be in an executive capacity
as Senior Vice President, Business Development - Asia of the
Company.

          (b)  Such employment shall commence on December 1, 1995
and shall continue through November 30, 1998, and from year to year
thereafter subject to the right of the Employee or the Company to
terminate such employment as of November 30, 1996, or any
subsequent November 30, by written notice given to the other party
at least sixty (60) days prior to such termination date stating an
intention to so terminate such employment.  Termination by either
party, in accordance with the provisions of the preceding sentence
shall not require a statement of the reason or cause for such
termination and shall not be deemed a breach or violation of this
Agreement by the party giving such notice.  As used in this
Agreement, the phrase "term of this Agreement" shall be deemed to
include the period subsequent to the date hereof and prior to
termination of this Agreement.

     2.   Time and Effort/Absences.

          During the "term of this Agreement", the Employee shall
devote his entire time and attention during normal business hours
to the business of the Company and its subsidiaries (the "Ogden
Group") subject to the supervision of the Board of Directors of the
Company and the President and Chief Executive Officer of the
Company, and he shall not engage in any other business activity
whether or not such business activity is pursued for gain, profit,
or other pecuniary advantage, but this restriction shall not be
construed to restrict the Employee (i) from performing services as
a member of the Board of Directors, Board of Trustees or the like
of any non-profit entity for which the Employee receives no
compensation, provided that, such services do not unreasonably
interfere with the ability of the Employee to perform the services
and discharge the responsibilities required of him under this
Agreement, and (ii) from investing his assets in such form or
manner as will not require any services on the part of the Employee
in the operation of the business of the entity in which such
investments are made.  The Employee shall be excused from rendering
his services during reasonable vacation periods and during other
reasonable temporary absences as authorized from time to time by
the Board of Directors or the President and Chief Executive Officer
of the Company.

     3.   Corporate Offices.

          If elected, the Employee will serve, without additional
compensation, as an officer and director (or in either capacity) of
the Company and the Ogden Group.

     4.   Salary/Bonus/Other Benefits.

          In consideration of the services and duties to be
rendered and performed by the Employee during the term of this
Agreement, the Company agrees to pay and provide for the Employee
the compensation and benefits described below:

          (a)  An annual salary, payable in equal monthly or bi-
weekly installments, in the amount of One Hundred Seventy Thousand
Dollars ($170,000) or in such greater amount as may from time to
time be fixed by the Board of Directors of the Company.

          (b)  An annual incentive bonus in such amount as may from
time to time be fixed by the Board of Directors of the Company.

          (c)  Other Benefits.     It is intended that the Company
shall continue to provide the Employee with benefits at least as
favorable as benefits provided on behalf of other executives of the
Company who furnish services of comparable significance, as they
may exist from time to time.  Such benefits presently include
Ogden's Core Group Life Insurance, Supplemental Executive Group
Life Insurance, Medical and Health Insurance, Automobile, Ogden
Stock Option Plan, Executive Pension Plan, Ogden Select Plan and
Profit Sharing Plan.  Except as otherwise provided herein, any such
participation shall be in accordance with the provisions of such
plans and nothing contained in this Agreement in intended to or
shall be deemed to affect adversely any of the Employee's rights as
a participant under any such plans.  Nothing herein shall prevent
the Company from modifying or discontinuing any benefit plan on a
consistent and non-discriminatory basis applicable to all such
executives.

     5.   Expenses.

          The Employee shall be reimbursed for out-of-pocket
expenses incurred from time to time on behalf of the Company and
the Ogden Group or in the performance of his duties under this
Agreement, upon the presentation of such supporting documents and
forms as the Company shall reasonably request.

     6.   Disability/Disability Benefit.

          In the event that the Employee is incapable because of
physical or mental illness of rendering services of the character
contemplated hereby, for a period of six (6) consecutive months,
the Board of Directors of the Company may determine that the
Employee has become disabled.  In the event of such a determination
of disability, the Company shall have the continuing right and
option while such disability continues to terminate this Agreement
by notice in writing to the Employee, effective thirty (30) days
after such notice of termination is so given, unless, within such
thirty (30) day period, the Employee resumes rendering full-time
services of the character contemplated hereby.  The incapacity due
to physical or mental illness to render the services of the
character contemplated hereby, shall not constitute a breach of
this Agreement by the Employee.  If this Agreement is terminated by
the Company as a result of a determination of disability, as
aforesaid, the Company shall be obligated to continue the salary of
the Employee as provided in Paragraph 4. for a period equal to the
greater of (a) twelve (12) months, or (b) such longer period as may
be determined by the Board of Directors of the Company, in each
case reduced by any disability insurance benefits provided for the
benefit of the Employee at the expense of the Company.

     7.   Death/Death Benefit.

          In the event of the death of the Employee during the term
of this Agreement, this Agreement shall terminate and the
Employee's salary shall continue to be paid to his designated
beneficiary or, if none, to his personal representative, through
the last day of the month in which such death occurs.

     8.   Severance Pay.

          If the Company gives notice to terminate in accordance
with Paragraph 1.(b), or if the employment of the Employee is
terminated at any time (i) by the Employee for Good Reason (as
defined in Paragraph 9., or (ii) by the Company for any reason
other than for Cause (as hereinafter defined), the Company will be
obligated to pay to the Employee a cash payment in an amount equal
to the product of (i) and (ii); where (i) shall equal the sum of
(A) the Employee's annual salary and (B) the Employee's annual
incentive bonus during the twelve (12) month period ending with the
close of the month in which such termination of employment occurs
(the "Date of Termination"), but not less than the incentive bonus
awarded to the Employee in December 1994, which was Seventy Five
Thousand Dollars ($75,000), divided by twelve (12); and where (ii)
shall be the lesser of, (x) thirty-six (36), or (y) the number of
months until the Employee's normal retirement date (the "Severance
Pay").  Termination of the Employee's employment on account of his
disability, death or retirement (as hereinafter defined) will not
be considered a termination of the Employee's employment by the
Company and will not require the Company to pay and provide any
Severance Pay.  No Severance Pay will be required if the employment
of the Employee is terminated by the Company for Cause (as
hereinafter defined) or by the Employee (other than for Good Reason
as defined in Paragraph 9.) or if the Employee gives notice to
terminate in accordance with Paragraph 1.(b).  The Severance Pay
provided herein is provided in order to reinforce and encourage the
continued loyalty, attention, and dedication of the Employee to the
Company's business and affairs without the concerns which normally
arise from the possibility of a loss of employment security.  As
used herein, the terms "Retirement" and "Cause" shall have the
following meanings, respectively:

          (a)  Retirement.

               Termination of the Employee's employment on account
of "Retirement" shall mean termination on or after the Employee's
normal retirement date in accordance with the terms of the Ogden
Profit Sharing Plan; and

          (b)  Cause.

               Termination by the Company of the Employee's
employment for "Cause" shall mean termination as a result of (i)
the willful and continued failure by the Employee to perform
substantially the services contemplated by this Agreement (other
than any such failure resulting from the Employee's incapacity due
to physical or mental illness) after a written demand for
substantial performance is delivered to the Employee by a member or
representative of the Board of Directors of the Company or the
President and Chief Executive Officer of the Company which
specifically identifies the manner in which it is alleged that the
Employee has not substantially performed such services, or (ii) the
willful engaging by the Employee in gross misconduct which is
materially and demonstrably injurious to the Company; provided
that, no act, or failure to act, on the Employee's part shall be
considered "willful" unless done, or omitted to be done, in bad
faith and without reasonable belief that such action or omission
was in, or not opposed to, the best interests of the Company.

     9.   Termination by the Employee for Good Reason.

          The termination by the Employee of this Agreement and his
employment for "Good Reason" shall be deemed a justifiable
termination of his employment and shall excuse the Employee from
the obligation to render services as provided in Paragraph 2.
hereof.  Upon such termination, the Employee shall be entitled to
Severance Pay in accordance with the provisions of Paragraph 8.
hereof.  As used herein, the phrase "Good Reason" shall mean:

          (a)  a change in the Employee's status, title or position
as an officer of the Company in the executive capacity set forth in
this Agreement which, in his reasonable judgment, does not
represent a promotion from or enhancement of his status, title and
position, or, any removal of the Employee from or any failure to
reappoint or reelect him to such position, except in connection
with a justifiable termination by the Company of the Employee's
employment for Cause or on account of disability, the retirement or
death of the Employee or the termination by the Employee of his
employment other than for Good Reason;

          (b)  a reduction in the Employee's annual salary or a
failure by the Company to pay to the Employee any installment of
the annual salary required by Paragraph 4. which failure continues
for a period of twenty (20) days after written notice thereof is
given by the Employee to the Company;

          (c)  the failure by the Company within ten (10) days of
notice from the Employee to obtain the assumption of this Agreement
in form and substance to the reasonable satisfaction of the
Employee by any successor (other than by merger of consolidation
for which no separate assumption is necessary) as referred to in
Paragraph 16; or

          (d)  any refusal by the Company to allow the Employee to
attend to matters or engage in activities not directly related to
the business of the Company which is permitted by this Agreement.

     10.  Notice of Termination.

          Any purported notice of termination of the Employee's
employment (other than a Notice given by either party pursuant to
Paragraph 1. hereof) shall be communicated in writing and delivered
to the other party as provided in Paragraph 17. (hereinafter a
"Notice of Termination").

     11.  Trade Secrets, Etc.

          The Employee acknowledges that prior to his employment by
the Company he had no knowledge of the formulae, processes or
methods of manufacture or other trade secrets of the Company.  Upon
the termination of his employment, the Employee agrees forthwith to
deliver up to the Company notebooks and other data relating to
research or experiments as conducted by him or relating to the
products, formulae, processes or methods of manufacture of the
Company.

     12.  Customer List.

          The Employee recognizes and acknowledges that the written
list of the customers of the Company, its subsidiaries and
affiliates, as it may exist from time to time, is a valuable,
special and unique asset.  The Employee agrees that he will not
during the term of his employment or within five (5) years
thereafter, use for his own personal benefit or disclose the
written list of the customers of the Company, its subsidiaries and
affiliates or any part thereof, to any person, firm, corporation,
association or other entity for any reason or purpose whatsoever.

     13.  Limited Covenant Not to Compete.

          If the employment of the Employee hereof is terminated
(i) by the Employee pursuant to Paragraph 1.(b) hereof, or (ii) by
the Company for Cause (as defined in Paragraph 8. above), then in
either case (y) the Employee will not, for a period of two (2)
years form such termination of employment within the territorial
confines of the United States of America, directly or indirectly,
own, manage, operate, control, be employed by, participate in, or
be connected in any manner with the ownership, management,
operation or control of any business in competition with the
business conducted by the Company at the time of such termination,
and (z) the Employee will, for a period of two (2) years from such
termination refrain from carrying on a business similar to that
presently carried on by the Company within the states in which the
business of the Company has been carried on, so long as the Company
carries on like business therein.

     14.  Injunctive Relief.

          In the event of a breach or threatened breach by the
Employee of the provisions of Paragraph 11., 12., or 13. during or
after the term of this Agreement, the Company shall be entitled to
an injunction restraining the Employee from violation of such
paragraph.  Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedy it may have in the event of
breach of this Agreement by the Employee.

     15.  Certain Proprietary Rights.

          Employee agrees to and hereby does assign to the Company
all his right, title and interest in and to all inventions, whether
or not patentable, which are made or conceived solely or jointly by
him:

          (a)  At any time during the term of his employment by the
Company in an executive, managerial, planning, technical research
or engineering capacity (including development, manufacturing,
systems, applied science and sales), or

          (b)  During the course of or in connection with his
duties during the term of this Agreement, or

          (c)  With the use of time or materials of the Company. 
The Employee agrees to communicate to the Company or its
representatives all facts known to him concerning such inventions,
to sign all rightful papers, make all rightful oaths and generally
to do everything possible to aid the Company in obtaining and
enforcing proper patent protection for all such inventions in all
countries and in vesting title to such inventions and patents in
the Company.  For the purpose of this Agreement, the subject matter
of any application for patent naming Employee as a sole or joint
inventor filed during the course of employment or within one year
subsequent to the termination thereof shall be deemed to be an
invention made or conceived by him during the course of his
employment by the Company and assignable to the Company hereunder,
unless the Employee establishes by a preponderance of the evidence
that such invention was made or conceived by him subsequent to
termination of his employment hereunder.  At the Company's request
(during or after the term of this Agreement) and expense, the
Employee will promptly execute a specific assignment of title to
the Company, and perform any other acts reasonably necessary to
implement the foregoing assignment.

     16.  Binding Effect.

          This Agreement shall be binding upon and inure to the
benefit of:

          (a)  Any successors or assigns of the Company, whether by
way of a merger or consolidation, or liquidation of the Company, or
by way of the Company selling all or substantially all of the
assets of the Company to a successor entity; however, in the event
of the assignment by the Company of this Agreement, the Company
shall nevertheless remain liable and obligated to the Employee in
accordance with the terms hereof; and

          (b)  The Employee's estate, his executors, adminis-
trators, heirs and beneficiaries.

     17.  Notices.

          Any notice or other communication required under this
Agreement shall be in writing, shall be deemed to have been given
and received when delivered in person, or, if mailed, shall be
deemed to have been given when deposited in the United States mail,
first class, registered or certified, return receipt requested,
with proper postage prepaid, and shall be deemed to have been
received on the third business day thereafter, and shall be
addressed as follows:

                    If to the Company, addressed to:

                    Ogden Corporation
                    Two Pennsylvania Plaza
                    New York, New York   10121

                    Attention:     General Counsel

                    If to the Employee, addressed to:

                    David L. Hahn
                    19 Janes Lane
                    Lloyd Harbor, New York   11743

or such other address as to which any party hereto may have
notified the other in writing.

     18.  Governing Law.

          This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York.

     19.  Entire Agreement.

          This Agreement contains the entire arrangement or
understanding between the Employee and the Company relating to the
employment of the Employee by the Company.  No provision of the
Agreement may be modified or amended except by any instrument in
writing by or for both parties hereto.  All references to
paragraphs refer to paragraphs of this Agreement.

     20.  Waiver.

          Failure of either party hereto to insist upon strict
compliance by the other party with any term, covenant or condition
hereof shall not be deemed a waiver of such term, covenant or
condition, nor shall any waiver or relinquishment or failure to
insist upon strict compliance of any right or power hereunder at
any one or more times be deemed a waiver or relinquishment of such
right or power at any other time or times.

     21.  Assignment by Employee.

          The rights and benefits of the Employee under this
Agreement are personal to him and no such right or benefit shall be
subject to voluntary or involuntary alienation, assignment or
transfer; provided, however, that nothing in this Paragraph 21
shall preclude the Employee from designating a beneficiary or
beneficiaries to receive any benefit payable on his death.

     22.  Severability.

          If for any reason any provision of this Agreement shall
be held invalid, such invalidity shall not affect any other
provision of this Agreement not held so invalid, and all other
provisions shall to the full extent consistent with law continue in
full force and effect.  If any such provision shall be held invalid
in part, such invalidity shall in no way affect the remaining
portion of such provision not held so invalid, and the remaining
portion of such provision, together with all other provisions of
this Agreement, shall to the full extent consistent with law
continue in full force and effect.

     23.  Headings.

          The headings of paragraphs are included solely for
convenience of reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.



                                   OGDEN CORPORATION


/s/David L. Hahn                   By:  /s/R. Richard Ablon
David L. Hahn - Employee           President and Chief Executive
                                   Officer

EX-11

                                  EXHIBIT 11

                      OGDEN CORPORATION AND SUBSIDIARIES
                       DETAIL OF COMPUTATION OF EARNINGS
                          APPLICABLE TO COMMON STOCK
                  FOR THE THREE YEARS ENDED DECEMBER 31, 1995
                                                                              

                                           1995         1994          1993    
                                                         

NUMBER OF SHARES USED FOR COMPUTATION 
OF EARNINGS PER SHARE:

Average number of common shares         49,385,000    43,610,000   43,378,000

NUMBER OF SHARES USED FOR COMPUTATION
OF EARNINGS PER SHARE ASSUMING FULL
DILUTION:

Average number of common shares         49,385,000    43,610,000   43,378,000
Issuable for options-treasury
stock method
Shares issuable for conversion of
preferred stock                            306,000       329,000      356,000
Shares issuable for conversion of
debentures                                                             42,000

Number of shares used for computation   49,691,000    43,939,000   43,776,000

COMPUTATION OF EARNINGS APPLICABLE
TO COMMON SHARES:

Income from continuing operations
before cumulative effect of changes
in accounting principles               $ 7,444,000   $67,826,000  $62,130,000
Add (deduct):
Adjustments arising from minority
interest in consolidated subsidiaries                     10,000       32,000
Dividends on Ogden preferred stock        (171,000)     (184,000)    (199,000)

Consolidated income applicable to
 Ogden common stock                    $ 7,273,000   $67,652,000  $61,963,000

Cumulative effect of changes in 
 accounting principles                               ($1,520,000)($ 5,340,000)

COMPUTATION OF EARNINGS APPLICABLE
TO COMMON SHARE ASSUMING FULL
DILUTION:

Income from continuing operations
before cumulative effect of
changes in accounting principles       $ 7,444,000   $67,826,000  $62,130,000
Add:          
Adjustments arising from minority
interest in consolidated subsidiaries                     10,000       32,000
Debenture interest (net of applicable
income taxes)                                                          16,000
Consolidated income applicable to 
 Ogden common stock                    $ 7,444,000   $67,836,000  $62,178,000

Cumulative effect of changes in 
 accounting principles                               ($1,520,000) ($5,340,000)

Note: Current options result in less than three percent dilution with the      
       expectation of continuing at less than three percent dilution.

EX-13

FINANCIAL HIGHLIGHTS


Ogden Corporation and Subsidiaries


December 31,                1995        1994        1993        1992        1991
                              (In thousands of dollars, except per-share amounts)
                                                          

Total Revenues           $2,184,993  $2,104,547  $2,035,860  $1,766,443  $1,566,579

Income (Loss) From:
Continuing operations         7,444      67,826      62,130      60,767      57,604
Discontinued operations                                                     (13,880)
Cumulative effect of 
changes in accounting 
principles                               (1,520)     (5,340)     (5,186)

Net income                    7,444      66,306      56,790      55,581      43,724

Earnings (Loss) Per 
Common Share:
Continuing operations          0.15        1.55        1.43        1.41        1.33
Discontinued operations                                                       (0.32)
Cumulative effect of 
changes in 
accounting principles                     (0.03)      (0.12)      (0.12)

Total                          0.15        1.52        1.31        1.29        1.01

Total Assets              3,652,671   3,644,886   3,340,729   3,187,826   2,846,254

Shareholders' Equity        546,978     596,818     486,267     481,084     478,122

Shareholders' Equity
Per Common Share              11.04       12.21       11.15       11.11       11.09


Net income in 1995 reflects a net after-tax charge of $48.9 million, or $.99 
per share.  (See Notes 21 and 22 to the Consolidated Financial Statements.)

Net income in 1993 was reduced by $.08 per share, reflecting the retroactive 
effect of the increased Federal income tax rate that was enacted in August 
1993 on the prior years' deferred income tax balances.

Total Revenues (expressed in millions of dollars)

Year - Revenues

1991 - 1,567
1992 - 1,766
1993 - 2,036
1994 - 2,105
1995 - 2,185

[presented as a bar chart]

Income from Continuing Operations Before Income Taxes and Minority Interest 
(expressed in millions of dollars)

Year - income as described above

1991 - 104
1992 - 113
1993 - 126
1994 - 139
1995 - 41

[presented as bar chart]

Total Assets (expressed in millions of dollars)

Year - Assets

1991 - 2,846
1992 - 3,188
1993 - 3,341
1994 - 3,645
1995 - 3,653

[presented as bar chart]


Reflects an unusual net pretax charge of $69.3 million.  (See Notes 21 and 
22 to the Consolidated Financial Statements.)



Ogden Corporation and Subsidiaries
Management's Discussion and Analysis of Consolidated Operations

    The following discussion and analysis should be read in conjunction 
with the Corporation's Financial Statements and notes thereto.

        Operations:  Revenues for 1995 were $80,400,000 higher than the 
comparable period of 1994, primarily due to increased revenues of 
$67,300,000 in Aviation Services reflecting the acquisition in 1995 of an 
air range and pilot training systems company, four airline catering kitchens
in the Canary and Balearic islands, and in late 1994, an airline cargo
operation at Heathrow Airport in the United Kingdom; $56,100,000 in
Entertainment Services, chiefly associated with new contracts at Wrigley
Field, the Target Center, General Motors Place, amphitheaters, as well as
the start-up of operations in the United Kingdom; $39,100,000 in Technology
Services due to increased customer activity and new contracts in the
Atlantic Design operations, as well as the start-up of operations in Ireland;
$35,400,000 in waste-to-energy services, primarily due to revenues generated 
at the Lee County (Florida), Onondaga County (New York), and Montgomery 
County (Maryland) facilities, which commenced commercial operations in 
December 1994 and March and August 1995, respectively; $31,100,000 in 
Independent Power Services income, primarily reflecting the acquisition 
of the SIGC facility in December 1994; and $17,500,000 in Facility Services,
reflecting several new contracts and increased customer activity.  These 
increases were partially offset by a decrease of $143,200,000 in 
construction revenues due primarily to the completion of the Union County 
(New Jersey) and Lee County facilities in May and December 1994, 
respectively; from reduced construction activity at the Montgomery County 
facility; and from a reduction of $26,100,000 in revenues from the gain 
on the sale of limited partnership interests and related tax benefits in 
1994, which did not recur in 1995.

        Consolidated operating income for 1995 was $92,400,000 lower than 
1994, primarily reflecting the effects of the early adoption of Statement 
of Financial Accounting Standards (SFAS) No. 121, "Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed 
of"; restructuring initiatives; and other unusual losses and costs 
totaling $82,800,000, which were reduced by a gain of $13,500,000 from 
the sale of a noncore business, for a net charge of $69,300,000.  The 
charges principally related to the early adoption of SFAS No. 121, 
amounting to $45,300,000, included anticipated losses on the sale of 
noncore businesses of $32,800,000; costs of restructuring initiatives of 
$8,200,000; and an impairment loss of $12,200,000 for the write-down of 
certain deferred charges relating to a previously awarded contract not 
expected to be completed, unusual waste-to-energy repair costs, and an 
adjustment of inventory balances resulting from a physical inventory.  
Also included in the second quarter of 1995 was a charge of $17,100,000 
relating to the write-off of accounts receivable of $10,300,000, disposal 
of inventory of $3,900,000, and $2,900,000 of costs related to 
curtailment of operations all at Ogden Communications, Inc.  Of the net 
charge of $69,300,000, $56,900,000 was applicable to the Services segment 
and $12,400,000 pertained to Projects.  (Also see Notes 21 and 22 to the 
Consolidated Financial Statements for further information.)

        Before the charges discussed above, consolidated operating income 
for 1995 would have been $23,100,000 lower than 1994, primarily 
reflecting lower income of $26,100,000 due to the gain on the sale of 
limited partnership interests in and related tax benefits of the Onondaga 
County facility in 1994, which did not recur in 1995;  $10,500,000 in 
Entertainment Services, primarily reflecting development costs in Europe, 
lower income from the Ottawa Palladium, and costs associated with the 
acquisition of Firehole Entertainment Corp.;  $6,800,000 at Ogden 
Environmental, primarily due to reduced activity in the environmental 
laboratory area; and $3,200,000 in Water/Wastewater Treatment Services, 
its first year of operations, primarily reflecting continuing development 
costs.  These decreases were partially offset by increased income of 
$9,000,000 in construction activities, primarily reflecting increased 
activity on the Detroit (Michigan) facility and an early completion bonus 
on the Montgomery County facility; $5,600,000 in Independent Power, 
primarily due to the acquisition of SIGC in 1994; and $2,600,000 in 
waste-to-energy service income (service revenues less operating costs and 
debt service charges), primarily reflecting increased income from the 
full commercial operations of the Lee County, Onondaga County, and 
Montgomery County facilities, as well as enhanced performance at the 
Honolulu (Hawaii) facility, offset in part by lower income at the Union 
County and Hartford (Connecticut) facilities resulting from lower margins 
in 1995 than 1994 due to a contract renegotiation.

        Debt service charges for 1995 increased $11,500,000 over 1994 and 
included $7,000,000 in waste-to-energy services, chiefly associated with 
the Onondaga County facility being in full commercial operation during 
1995, and $4,500,000 for project debt assumed as part of the SIGC 
acquisition.  Three interest rate swap agreements entered into as hedges 
against interest rate exposure on three series of adjustable-rate project 
debt resulted in lower debt service of $230,000 in 1995 and additional 
debt service of $1,400,000 in 1994.   The effect of these swap agreements 
on the weighted-average interest rate was not significant.   Selling, 
administrative, and general expenses increased $4,800,000, primarily 
reflecting increased marketing and development expenses.  

        The effective income tax rate for 1995 was 84.5%, compared with 
44.4% for 1994.  This increase of 40.1% was primarily due to the effect 
of adopting SFAS No. 121, which included the write-down of goodwill for 
which the Corporation will not receive tax benefits, as well as higher 
foreign tax rates and certain nondeductible foreign losses.  Note 23 to 
the Consolidated Financial Statements contains a more detailed 
reconciliation of the variances from the Federal statutory income tax 
rate.

        Interest income for 1995 was $2,400,000 higher than 1994, 
primarily reflecting interest earned on loans made in the second half of 
1994.  Interest expense was $6,800,000 higher, chiefly associated with 
higher interest rates on variable-rate debt, higher borrowings, and a net 
increase of $1,412,000 in interest costs on two interest rate swap 
agreements covering notional amounts of $100,000,000 each.  One swap 
agreement expired in March 1994.  The other swap agreement expires on 
December 16, 1998.  These swap agreements were entered into in order to 
convert Ogden's fixed-rate $100,000,000, 9.25% debentures into 
variable-rate debt.  During 1995, Ogden paid $603,000 on the remaining 
swap, while in 1994, Ogden received $809,000 on the two swaps.  The effect of 
these swap agreements on the weighted-average interest rate was not 
significant.

       Revenues for 1994 were $68,700,000 higher than the comparable 
period of 1993, primarily due to increased revenues of $26,100,000, 
reflecting the sale of limited partnership interests in and related tax 
benefits of the Onondaga County facility in 1994;  $26,900,000 in 
waste-to-energy service revenues due primarily to increased revenues at 
the Detroit, Hartford, and Honolulu facilities acquired in January 1993,  
revenues from the start-up and full operation of the Union County 
facility,  and the operation of the transfer station at Montgomery 
County; $24,100,000 in Aviation Services, reflecting the start-up of 
operations in Brazil and increased activity in Venezuela, Chile, and 
European operations;  $30,200,000 in Technology Services, primarily in 
the Atlantic Design operations and the Systems Engineering group, 
reflecting several new contracts and increased customer activity; 
$18,500,000 in Environmental Services due primarily to increased activity in
the consulting group (these increases were partially offset by lower revenues 
of $35,300,000 in construction revenues, primarily due to reduced 
construction activity at the Union County facility completed in May 1994 
and the Lee County facility completed in December 1994, which reductions 
were partially offset by increased activity at the Montgomery County 
facility);  and $24,800,000 in the Facility Management Services group due 
primarily to the loss of several building cleaning contracts and certain 
utility maintenance contracts as well as reduced customer activity.    

        Consolidated operating income for 1994 was $15,400,000 higher 
than 1993, primarily due to increased income of $26,100,000, reflecting 
the gain on the sale of limited partnership interests in and related tax 
benefits of the Onondaga County facility in 1994;  $3,500,000 in 
Technology Services, primarily due to several new contracts and increased 
customer activity in the Atlantic Design operations;  $2,600,000 in 
construction income (construction revenues less construction costs), 
primarily due to increased activity at the Montgomery County facility;
$1,600,000 in waste-to-energy service income (service revenues less 
operating costs and debt service charges), primarily associated with the 
start-up and full commercial operations of the Union County facility, 
partially offset by additional maintenance work at the Detroit facility; 
and a provision of $8,000,000 for the potential write-offs of deferred 
proposal costs on property for which construction had not commenced and 
for litigation and contractor settlements.  These increases were 
partially offset by lower income of $5,000,000 in Facility Management 
Services, reflecting the loss of several building cleaning and utility 
maintenance contracts;  $2,500,000 in Aviation Services, primarily 
reflecting lower margins in the in-flight catering area and a loss on the 
devaluation of the Mexican peso, partially offset by increased earnings in 
overseas ground services operations; and $800,000 in Entertainment 
Services, primarily reflecting the effect of the baseball strike and hockey 
lockout and start-up costs of overseas operations, partially offset by the 
opening of Arrowhead Pond of Anaheim and several new customer contracts.  
Debt service charges increased $1,700,000.  This increase was due to higher 
interest rates resulting from the conversion of one series of 
adjustable-rate project debt to fixed rates in 1993 and higher interest 
rates resulting from two fixed interest rate swap agreements entered into 
as hedges against two series of adjustable-rate project debt.  The swap 
agreements resulted in additional interest expense of $1,400,000 and 
$1,500,000 in 1994 and 1993, respectively.  The effect of these swap 
agreements on the weighted-average interest rate was not significant.

       Interest income for 1994 was $3,500,000 higher than in 1993, 
primarily reflecting interest earned on loans made in the third quarter 
of 1994 and higher interest rates on earnings from investments.  Interest 
expense for 1994 was $3,400,000 higher than in 1993, primarily reflecting 
higher borrowings and a reduction of $2,600,000 in income received on two 
variable-rate interest rate swap agreements covering notional amounts of 
$100,000,000 each.  One swap agreement expired in March 1994.  The other 
swap agreement expires on December 16, 1998.  These swap agreements were 
entered into as a hedge against Ogden's $100,000,000, 9.25% debentures.  
Income received on these swap agreements reduced interest expense by 
$800,000 and $3,400,000 in 1994 and 1993, respectively.  The effect of 
these swap agreements on the weighted-average interest rate was not 
significant.

        The effective income tax rate for 1994 was 44.4%, compared with 
45.0% for 1993.  This decrease was primarily due to a charge of 
$4,100,000 in 1993, reflecting the adjustment of prior years' deferred 
income tax balances to the new 35% rate enacted in 1994 in accordance 
with SFAS No. 109, offset by investment tax credits of $3,600,000 in 1994 
due to the recapture of investment tax credits relating to the sale of 
limited partnership interests in and related tax benefits of the Onondaga 
County facility.  Note 23 to the Consolidated Financial Statements 
contains a more detailed reconciliation of the variances from the Federal 
statutory income tax rate.

        Capital Investments and Commitments:  During 1995, capital 
investments amounted to $92,800,000, of which $26,800,000, inclusive of 
restricted funds transferred from funds held in trust, was for Projects' 
waste-to-energy operations and $66,000,000 was for normal replacement and 
growth in Services' and Projects' operations.

        At December 31, 1995, capital commitments amounted to $53,400,000 
for normal replacement, modernization, and growth in Services' 
($42,100,000) and Projects' ($11,300,000) operations.  In addition, 
compliance with recently promulgated standards and guidelines under the 
Clean Air Act Amendments of 1990 may require additional capital 
expenditures of $30,000,000 during the next four years.

        Ogden and certain of its subsidiaries have issued or are party to 
performance bonds and guarantees and related contractual obligations 
undertaken mainly pursuant to agreements to construct and operate certain 
waste-to-energy, entertainment, and other facilities.  In the normal 
course of business, they are involved in legal proceedings in which 
damages and other remedies are sought.  Management does not expect that 
these contractual obligations, legal proceedings, or any other contingent 
obligations incurred in the normal course of business will have a 
material adverse effect on Ogden's Consolidated Financial Statements.

        During 1994, a subsidiary of the Corporation entered into a 
30-year facility management contract pursuant to which it agreed to 
advance funds to a customer, if necessary, to assist refinancing senior 
secured debt incurred in connection with construction of the facility.  Such 
refinancing requirements are not expected to exceed $75,000,000 at 
maturity of the senior secured debt, which is expected to be on or about 
March 1, 2001.  In addition, at December 31, 1995, the Corporation has 
guaranteed indebtedness of $6,200,000 of an affiliate and principal 
tenant of this customer.  The Corporation expects this guaranty will 
increase to approximately $16,100,000 in 1996.  Ogden continues as 
guarantor of surety bonds and letters of credit totaling approximately
$19,200,000 on behalf of International Terminal Operating Co. Inc. and has
guaranteed borrowings of certain customers amounting to approximately
$29,200,000. Management does not expect that these arrangements will have a
material adverse effect on Ogden's Consolidated Financial Statements.

        Liquidity/Cash Flow:  Net cash provided from operating activities 
was $94,300,000 lower, primarily reflecting lower net income of 
$58,900,000; reductions of $20,400,000 in billings in excess of costs and 
estimated profit on uncompleted contracts resulting from the timing of 
billings and construction activity on the Montgomery County facility; a 
decrease of $17,300,000 from the timing of retention payments relating to 
the construction on the waste-to-energy facilities; payment in 1995 of 
$8,300,000 relating to a construction contract adjustment on the Babylon 
(New York) facility; and decreases of $13,200,000 in Federal and State 
taxes payable, offset, in part, by increases in the effect of noncash 
operating expenses.

        Net cash used in investing activities was $106,100,000 lower than 
1994, primarily reflecting lower investments in waste-to-energy 
facilities of $49,900,000 due to the completion of construction of the 
Onondaga County facility in early 1995; a reduction of $56,400,000 in the 
repurchase of marketable securities held for sale; lower costs of 
acquisitions of $16,900,000; and a decrease of $18,300,000 in other 
receivables reflecting lower noncurrent loans made to customers.  These 
decreases were partially offset by increases of $23,000,000 in other capital 
expenditures, principally in the Entertainment Services business, reflecting 
increased activity, and $28,300,000 in other investments, reflecting increased 
equity investments in Argentina and other investee affiliates.

        Net cash used in financing activities increased $40,500,000, 
primarily reflecting a decrease of $42,800,000 in amounts of restricted 
funds utilized due to the completion of the Onondaga County facility; 
increased dividends of $5,000,000 related to shares issued in connection 
with the acquisition of the minority interest in Ogden Projects, Inc., in 
late 1994; and increases of $8,300,000 in payments of other debt.  These 
increases in cash used in financing activities were partially offset by 
increases of $9,400,000 in other borrowings.  Increased borrowings for 
waste-to-energy facilities of $96,800,000 represent amounts borrowed, net 
of issuance and related costs, in connection with the refinancing of 
approximately $92,500,000 of project debt, which is reflected under the 
heading "Payment of Debt."  

        Exclusive of changes in waste-to-energy facility construction 
activities, the Corporation's various types of contracts are not expected 
to have a material effect on liquidity.  Debt service associated with 
project debt, which is an explicit component of a client community's 
obligation under its service agreement, is paid as it is billed and 
collected.  Cash required for investing and financing activities is 
expected to be satisfied from operating activities; available funds, including 
short-term investments; proceeds from the sale of noncore businesses; and 
the Corporation's unused credit facilities to the extent needed.  At 
December 31, 1995, the Corporation had $96,800,000 in cash, cash 
equivalents, and marketable securities and unused revolving credit lines 
of $167,600,000.


Ogden Corporation and Subsidiaries
Selected Financial Data


December 31,                     1995       1994        1993         1992        1991
                                  (In thousands of dollars, except per-share amounts)

                                                               
Total Revenues               $2,184,993  $2,104,547  $2,035,860  $1,766,443   $1,566,579

Income (Loss) From:
Continuing operations             7,444      67,826      62,130      60,767       57,604
Discontinued operations                                                          (13,880)
Cumulative effect of 
 changes in 
 accounting principles                       (1,520)     (5,340)     (5,186)

Net income                        7,444      66,306      56,790      55,581       43,724

Earnings (Loss) Per 
Common Share:
Continuing operations              0.15        1.55        1.43        1.41         1.33
Discontinued operations                                                            (0.32)
Cumulative effect of 
changes in 
accounting principles                         (0.03)      (0.12)      (0.12)

Total                              0.15        1.52        1.31        1.29         1.01

Earnings (Loss) Per 
Common Share
Assuming Full Dilution:
Continuing operations              0.15        1.54        1.42        1.40         1.32
Discontinued operations                                                            (0.32)
Cumulative effect of 
changes in 
accounting principles                         (0.03)      (0.12)      (0.12)

Total                              0.15        1.51        1.30        1.28         1.00

Total Assets                  3,652,671   3,644,886   3,340,729   3,187,826    2,846,254

Long-Term Obligations         2,044,186   2,047,031   1,946,547   2,003,091    1,781,576

Shareholders' Equity            546,978     596,818     486,267     481,084      478,122

Shareholders' Equity 
Per Common Share                  11.04       12.21       11.15       11.11        11.09

Cash Dividends Declared 
Per Common Share                   1.25        1.25        1.25        1.25         1.25


Net income in 1995 reflects a net after-tax charge of $48.9 million, or $.99 
per share.  (See Notes 21 and 22 to the Consolidated Financial Statements.)

Net income in 1993 was reduced by $.08 per share, reflecting the retroactive 
effect of the increased Federal income tax rate that was enacted in August 
1993 on the prior years' deferred income tax balances.


Ogden Corporation and Subsidiaries
Statements of Consolidated Income


For the years ended December 31,       1995            1994             1993
                                                         

Service revenues                 $1,563,748,000   $1,408,710,000  $1,364,080,000
Net sales                           551,345,000      456,586,000     423,329,000
Construction revenues                69,900,000      213,125,000     248,451,000
Gain on sale of limited 
 partnership interests                                26,126,000

Total revenues                    2,184,993,000    2,104,547,000   2,035,860,000

Operating costs and expenses      1,318,847,000    1,127,348,000   1,077,102,000
Costs of goods sold                 518,457,000      405,190,000     376,553,000
Construction costs                   41,756,000      194,022,000     231,956,000
Selling, administrative, and 
 general expenses                   144,714,000      135,852,000     125,219,000
Debt service charges                111,850,000      100,358,000      98,664,000

Total costs and expenses          2,135,624,000    1,962,770,000   1,909,494,000

Consolidated operating income        49,369,000      141,777,000     126,366,000
Equity in net income of 
 investees and joint ventures         6,866,000        7,683,000       6,895,000
Interest income                      15,126,000       12,709,000       9,181,000
Interest expense                    (30,491,000)     (23,655,000)    (20,289,000)
Other income (deductions) net          (344,000)         850,000       3,348,000

Income before income taxes 
 and minority interests              40,526,000      139,364,000     125,501,000
Less: income taxes                   34,237,000       61,883,000      56,526,000
      minority interests             (1,155,000)       9,655,000       6,845,000

Income before cumulative effect 
 of changes in 
 accounting principles                7,444,000       67,826,000      62,130,000
Cumulative effect of changes in 
 accounting principles 
 (net of income taxes of 
 $1,100,000 and $3,710,000 
 for 1994 and 1993, respectively)                     (1,520,000)     (5,340,000)

Net income                           $7,444,000      $66,306,000     $56,790,000

Earnings (Loss) Per Common Share:
Income before cumulative effect 
 of changes in 
 accounting principles                    $0.15             1.55           $1.43
Cumulative effect of changes in 
 accounting principles                                     (0.03)          (0.12)

Total                                     $0.15            $1.52           $1.31

Earnings (Loss) Per Common Share 
Assuming Full Dilution:
Income before cumulative effect 
 of changes in 
 accounting principles                    $0.15             $1.54          $1.42
Cumulative effect of changes in 
 accounting principles                                      (0.03)         (0.12)

Total                                     $0.15             $1.51          $1.30

See Notes to Consolidated Financial Statements



Ogden Corporation and Subsidiaries
Consolidated Balance Sheets


                    December 31,                  1995              1994
                                                        

ASSETS
Current Assets:
Cash and cash equivalents                      $96,782,000      $117,359,000
Marketable securities available for sale        13,939,000        86,676,000
Restricted funds held in trust                  95,238,000       110,295,000
Receivables (less allowances: 
1995, $37,039,000 and 1994, $32,783,000)       597,644,000       574,184,000
Deferred income taxes                           31,979,000        26,451,000
Other                                           90,784,000        80,932,000

Total current assets                           926,366,000       995,897,000

Property, plant, and equipment net           1,879,179,000     1,884,774,000
Restricted funds held in trust                 218,551,000       213,999,000
Unbilled service and other receivables         191,753,000       171,441,000
Unamortized contract acquisition costs         148,342,000       133,172,000
Goodwill and other intangible assets            87,596,000       100,416,000
Other assets                                   200,884,000       145,187,000

Total Assets                                $3,652,671,000    $3,644,886,000

Liabilities and Shareholders' Equity
Liabilities:
Current Liabilities:
Current portion of long-term debt               $4,680,000        $3,483,000
Current portion of project debt                 55,774,000        45,279,000
Dividends payable                               15,294,000        13,637,000
Accounts payable                               114,648,000        93,362,000
Federal and foreign income taxes payable                          10,141,000
Accrued expenses, etc.                         291,421,000       320,154,000
Deferred income                                 28,702,000        26,843,000

Total current liabilities                      510,519,000       512,899,000

Long-term debt                                 344,333,000       304,393,000
Project debt                                 1,551,203,000     1,593,988,000
Deferred income taxes                          310,400,000       281,065,000
Other liabilities                              230,558,000       196,305,000
Minority interests                              10,030,000        10,768,000
Convertible subordinated debentures            148,650,000       148,650,000

Total Liabilities                            3,105,693,000     3,048,068,000

Shareholders' Equity:
Serial cumulative convertible preferred 
stock, par value $1.00 per share; 
authorized, 4,000,000 shares; shares 
outstanding: 49,469 in 1995 and 53,503 
in 1994, net of treasury shares of 
29,820 in 1995 and 1994, respectively               50,000            54,000

Common stock, par value $.50 per share; 
authorized, 80,000,000 shares;
shares outstanding: 49,467,781 in 1995 
and 48,777,092 in 1994, net of treasury
shares of 3,735,123 and 3,864,123 in 
1995 and 1994, respectively                     24,734,000        24,388,000

Capital surplus                                197,921,000       194,496,000
Earned surplus                                 328,047,000       381,864,000
Cumulative translation adjustment net           (2,657,000)       (1,399,000)
Pension liability adjustment                      (760,000)         (441,000)
Net unrealized loss on securities 
 available for sale                               (357,000)       (2,144,000)

Total Shareholders' Equity                     546,978,000       596,818,000

Total Liabilities and Shareholders' Equity   3,652,671,000    $3,644,886,000

See Notes to Consolidated Financial Statements



Ogden Corporation and Subsidiaries
Statements of Shareholders' Equity


For the years ended December 31,.
                                                      1995                      1994                      1993
                                        Shares     Amounts       Shares      Amounts       Shares      Amounts
                                                                                 

Serial Cumulative Convertible
Preferred Stock, Par Value
$1.00 Per Share; 
Authorized, 4,000,000 Shares:
Balance at beginning of year           83,323  $    84,000       87,017  $    87,000       91,714  $    92,000
Shares converted into common stock     (4,034)      (4,000)      (3,694)      (3,000)      (4,697)      (5,000)

Total                                  79,289       80,000       83,323       84,000       87,017       87,000
Treasury shares                       (29,820)     (30,000)     (29,820)     (30,000)     (29,820)     (30,000)

Balance at end of year (aggregate 
involuntary liquidation vlaue
1995, $996,800)                        49,469       50,000       53,503       54,000       57,197       57,000

Common Stock, Par Value $.50 Per 
Share; Authorized, 80,000,000 
Shares:
Balance at beginning of year       52,641,215   26,320,000   47,472,245   23,736,000   47,287,048   23,643,000
Acquisition of Ogden Projects, 
 Inc., minority interests                                     5,139,939    2,570,000
Exercise of stock options, 
 less common stock utilized            10,735        6,000        6,977        3,000       65,389       33,000
Shares used for pooling of 
 interests                            526,869      264,000                                              
Conversion of preferred shares         24,085       12,000       22,054       11,000       28,046       14,000
Conversion of debentures                                                                   91,762       46,000

Total                              53,202,904   26,602,000   52,641,215   26,320,000   47,472,245   23,736,000

Treasury shares at beginning 
 of year                            3,864,123    1,932,000    3,973,123    1,986,000    4,096,123    2,048,000
Exercise of stock options            (129,000)     (64,000)    (109,000)     (54,000)    (123,000)     (62,000)

Treasury shares at end of year      3,735,123    1,868,000    3,864,123    1,932,000    3,973,123    1,986,000

Balance at end of year             49,467,781   24,734,000   48,777,092   24,388,000   43,499,122   21,750,000

Capital Surplus:
Balance at beginning of year                   194,496,000               100,223,000                94,659,000
Acquisition of Ogden Projects, 
 Inc., minority interests                                                 91,876,000
Exercise of stock options, 
 less common stock utilized                      2,620,000                 2,164,000                 3,640,000
Arising from pooling of 
 interests                                         813,000
Capital transactions of 
 subsidiary companies net                                                    241,000                   696,000
Conversion of preferred shares                      (8,000)                   (8,000)                  (10,000)
Conversion of debentures                                                                             1,238,000

Balance at end of year                         197,921,000               194,496,000               100,223,000

Earned Surplus:
Balance at beginning of year                   381,864,000               370,231,000               367,908,000
Net income                                       7,444,000                66,306,000                56,790,000

Total                                          389,308,000               436,537,000               424,698,000

Preferred dividends per share
 1995, 1994, and 1993, $3.35                       171,000                   184,000                   199,000
Common dividends per share 
 1995, 1994, and 1993, $1.25                    61,090,000                54,489,000                54,268,000

Total dividends                                 61,261,000                54,673,000                54,467,000

Balance at end of year                         328,047,000               381,864,000               370,231,000

Cumulative Translation 
 Adjustment Net                                 (2,657,000)               (1,399,000)               (4,639,000)

Pension Liability Adjustment                      (760,000)                 (441,000)                 (928,000)

Net Unrealized Loss on Securities 
 Available For Sale                               (357,000)               (2,144,000)

Net Unrealized Loss on Noncurrent 
Marketable Equity Securities                                                                          (427,000)

Total Shareholders' Equity                    $546,978,000              $596,818,000              $486,267,000

See Notes to Consolidated Financial Statements



Ogden Corporation and Subsidiaries
Statements of Consolidated Cash Flows


For the years ended December 31,         1995           1994            1993
                                                        

Cash Flows From Operating 
Activities:
Net income                       $  7,444,000    $ 66,306,000    $ 56,790,000
Adjustments to Reconcile Net 
 Income to Net Cash Provided
 by Operating Activities:
Depreciation and amortization     109,604,000      90,545,000      85,643,000
Deferred income taxes              18,153,000      37,704,000      47,598,000
Cumulative effect of changes 
 in accounting principles                           1,520,000       5,340,000
Long-lived asset write-downs       45,260,000                                 
Other                              11,986,000      38,390,000      19,596,000
Management of Operating 
Assets and Liabilities:
Decrease (Increase) in Assets:
Accounts receivable               (43,852,000)    (63,527,000)    (56,180,000)
Other assets                      (68,235,000)    (61,595,000)    (36,772,000)
Increase (Decrease) in 
Liabilities:
Accounts payable                    8,472,000       3,153,000       8,087,000
Accrued expenses                    1,920,000      17,629,000      38,481,000
Deferred income                     3,861,000       1,222,000      (1,152,000)
Other liabilities                 (22,369,000)     35,218,000      24,315,000

Net cash provided by 
 operating activities              72,244,000     166,565,000     191,746,000

Cash Flows From Investing 
Activities:
Entities purchased, 
 net of cash acquired             (15,474,000)    (32,404,000)    (54,224,000)
Proceeds from sale of 
 marketable securities 
 available for sale                71,364,000      63,545,000      88,775,000
Purchase of marketable 
 securities available for sale                    (56,418,000)    (83,084,000)
Proceeds from sale of business     18,000,000      12,516,000            
Proceeds from sale of property, 
 plant, and equipment               5,402,000       2,824,000       8,185,000
Investments in waste-to-energy 
 facilities                       (26,827,000)    (76,686,000)    (77,777,000)
Other capital expenditures        (65,999,000)    (42,961,000)    (38,423,000)
Decrease (increase) in other 
 receivables                       (2,809,000)    (21,127,000)     (7,920,000)
Other                             (27,983,000)        268,000       7,111,000

Net cash used in investing 
 activities                       (44,326,000)   (150,443,000)   (157,357,000)

Cash Flows From Financing 
Activities:
Borrowings for waste-to-energy 
 facilities                        96,822,000                                  
Decrease (increase) in funds 
 held in trust                      9,514,000      52,337,000      60,347,000
Other new debt                     40,948,000      31,589,000         680,000
Payment of debt                  (139,205,000)    (38,455,000)    (49,973,000)
Dividends paid                    (59,604,000)    (54,630,000)    (54,347,000)
Proceeds from exercise of 
 stock options                      2,691,000       3,524,000       5,366,000
Other                                 630,000      (2,043,000)     (3,488,000)

Net cash used by financing 
 activities                       (48,204,000)     (7,678,000)    (41,415,000)

Effect of foreign currency 
 exchange rate changes on cash
 and cash equivalents                (291,000)       (182,000)       (334,000)

Net Increase (Decrease) in 
Cash and Cash Equivalents         (20,577,000)      8,262,000      (7,360,000)

Cash and Cash Equivalents 
at Beginning of Year              117,359,000     109,097,000     116,457,000

Cash and Cash Equivalents 
at End of Year                   $ 96,782,000    $117,359,000    $109,097,000

See Notes to Consolidated Financial Statements


Ogden Corporation and Subsidiaries
Notes to Consolidated Financial Statements

        1.  Summary of Significant Accounting Policies

              Principles of Consolidation, Combinations, etc.:  The 
       Consolidated Financial Statements include the accounts of Ogden 
       Corporation and its subsidiaries (Ogden). Companies in which Ogden has 
       equity investments of 50% or less are accounted for using the "Equity 
       Method," if appropriate.  All intercompany transactions and balances 
       have been eliminated. 

                  In December 1995, Ogden issued 526,869 shares of common 
       stock in exchange for all of the outstanding shares of Firehole 
       Entertainment Corp. (Firehole).  This transaction was accounted for as 
       a pooling of interests.  The accompanying financial statements for 
       prior periods have not been restated to include the accounts of
       Firehole, since the amounts did not have a significant effect on 
       prior period reported results or balances. 

                  In addition, in other transactions accounted for as 
       purchases in 1995, Ogden acquired the shares of Applied Data 
       Technology, Inc., an air range and pilot training systems company, and 
       four airline catering kitchens in the Canary and Balearic islands for 
       a total cost of $15,474,000.  The operations of these companies have 
       been included in the accompanying financial statements from dates of 
       acquisition.  If Ogden had acquired these companies at January 1, 
       1994, total revenues, net income, and earnings per share would have 
       been $2,185,000,000, $7,346,000, and $.15 for 1995 and $2,157,000,000, 
       $65,255,000, and $1.49 for 1994.  Ogden also acquired a 50% interest 
       in Metropolitan Entertainment, Inc.; a 50% interest in IFC, an 
       Australian entertainment company; as well as a 50% interest in SFTA, a 
       Turkish airport handling company. 

                  On December 29, 1994, in a transaction accounted for as a 
       purchase, Ogden acquired the minority interest in Ogden Projects, Inc. 
       (OPI), for .84 of an Ogden common share for each OPI share.  Ogden 
       issued 5,139,939 shares of common stock valued at $18.375 per share 
       for a total purchase price of $94,446,000.  The cost of other 1994 
       acquisitions was $32,404,000.

              Use of Estimates:  The preparation of consolidated financial 
       statements in conformity with generally accepted accounting principles 
       requires management to make estimates and assumptions that affect the 
       reported amounts of assets and liabilities and disclosure of 
       contingent assets and liabilities at the date of the financial 
       statements and the reported amounts of revenues and expenses during 
       the reporting period.  Actual results could differ from those estimates.

              Cash and Cash Equivalents:  Cash and cash equivalents include 
       all cash balances and highly liquid investments having original 
       maturities of three months or less.

              Marketable Securities:  Ogden adopted Statement of Financial 
       Accounting Standards (SFAS) No. 115, "Accounting for Certain 
       Investments in Debt and Equity Securities," at January 1, 1994.  In 
       accordance with SFAS No. 115, prior years' financial statements have 
       not been restated to reflect the change in accounting method.  Under 
       this Statement, the Corporation's marketable securities have been 
       classified as available for sale and are recorded at current market 
       value with an offsetting adjustment to Shareholders' Equity.  The 
       adoption of this Statement did not have a significant effect on the 
       Corporation's consolidated financial position.  At December 31, 1993, 
       marketable securities were carried at the lower of cost or market.
       Net unrealized losses on noncurrent marketable equity securities were 
       charged to Shareholders' Equity (see Note 2).

              Contracts and Revenue Recognition:  Service revenues primarily 
       include only the fees for cost-plus contracts and the gross billings 
       for fixed-fee and other types of contracts.  Both the service revenues 
       and operating expenses exclude reimbursed expenditures of 
       $450,696,000, $439,195,000, and $432,891,000 for the years ended 
       December 31, 1995, 1994, and 1993, respectively.  Subsidiaries engaged 
       in governmental contracting recognize revenues from 
       cost-plus-fixed-fee contracts on the basis of direct costs incurred 
       plus indirect expenses and the allocable portion of the fixed fee.  
       Revenues under time and material contracts are recorded at the
       contracted rates as the labor hours and other direct costs are
       incurred.  Revenues under fixed-price contracts are recognized on 
       the basis of the estimated percentage of completion of services 
       rendered.  Service revenues also include the fees earned under 
       contracts to operate and maintain the waste-to-energy facilities and 
       to service the facilities' debt, with additional fees earned based
       on excess tonnage processed and energy generation.  Long-term
       unbilled service receivables related to waste-to-energy operations
       are discounted in recognizing the present value for services
       performed currently.  Such unbilled receivables amounted to 
       $108,953,000 and $92,522,000 at December 31, 1995 and 1994, 
       respectively.  Subsidiaries engaged in long-term construction 
       contracting record income on the percentage-of-completion method of 
       accounting and recognize income as the work progresses.  Anticipated 
       losses on contracts are recognized as soon as they become known.  
       Revenues include the gain on sales of limited partnership interests in 
       and related tax benefits of waste-to-energy facilities.

              Inventories:  Inventories, consisting primarily of finished 
       goods, are recorded principally at the lower of first-in, first-out 
       cost or market.

              Property, Plant, and Equipment:  Property, plant, and equipment 
       is stated at cost.  For financial reporting purposes, depreciation is 
       provided by the straight-line method over the estimated useful lives 
       of the assets, which range generally from five years for machinery
       and equipment to 50 years for waste-to-energy facilities.  Accelerated
       depreciation is generally used for Federal income tax purposes
       Leasehold improvements are amortized by the straight-line method
       over the terms of the leases or the estimated useful lives of the
       improvements as appropriate.  Landfills are amortized based on the 
       quantities deposited into each landfill compared to the total 
       estimated capacity of such landfill.  Property, plant, and equipment 
       is periodically reviewed to determine recoverability by comparing the 
       carrying value to expected future cash flows.

              Contract Acquisition Costs:  Costs associated with the 
       acquisition of specific contracts are amortized over their respective 
       terms.

              Bond Issuance Costs:  Costs incurred in connection with the 
       issuance of revenue bonds are amortized over the terms of the 
       respective debt issues.

              Deferred Charges on Projects:  Costs incurred in connection 
       with certain project development efforts are deferred until the award 
       of the related project is determined.  Costs on awarded projects are 
       deferred until the commencement of construction, at which time they 
       are either capitalized in property, plant, and equipment for privately 
       owned facilities or charged to construction costs for municipally 
       owned facilities.  Costs associated with projects that are no longer 
       under consideration are charged to operating costs.

              Restricted Funds:  Restricted funds represent proceeds from the 
       financing of waste-to-energy facilities and the operations of a 
       waste-to-energy facility and a power plant.  Funds are held in trust 
       and released as expenditures are made or upon satisfaction of 
       conditions provided under the respective trust agreements.

              Interest Rate Swap Agreements:  Amounts received or paid 
       relating to swap agreements during the year are credited or charged to 
       interest expense.

              Goodwill:  Goodwill acquired subsequent to 1970 is being 
       amortized by the straight-line method over periods ranging from 15 to 
       40 years.  Goodwill acquired prior to 1970 is not being amortized.  
       Goodwill is periodically reviewed to determine recoverability by 
       comparing its carrying value to expected future cash flows of the 
       businesses to which it relates.

              Retirement Plans:  The Corporation and certain subsidiaries 
       have several retirement plans covering all salaried and hourly 
       employees.  Certain subsidiaries also contribute to multiemployer 
       plans for unionized hourly employees that cover, among other benefits, 
       pensions and postemployment health care.  Ogden adopted SFAS No. 106, 
       "Employers' Accounting for Postretirement Benefits Other than 
       Pensions," as of January 1, 1993.  The effect of adopting SFAS No. 106 
       is shown in the accompanying financial statements for 1993 as a 
       cumulative effect of a change in accounting principle and is reflected 
       as a charge to income of $5,340,000 (see Note 19).

                  Ogden adopted SFAS No. 112, "Employers' Accounting for 
       Postemployment Benefits," as of January 1, 1994.  The effect of 
       adopting SFAS No. 112 is shown as a cumulative effect of a change in 
       accounting principle and is reflected as a charge to income of 
       $1,520,000 in 1994.

              Income Taxes:  Ogden files a consolidated Federal income tax 
       return, which includes all eligible United States subsidiary 
       companies.  Foreign subsidiaries are taxed according to regulations 
       existing in the countries in which they do business.  Provision has 
       not been made for United States income taxes on distributions, which 
       may be received from foreign subsidiaries, that would be substantially 
       offset by foreign tax credits.  Investment credits are accounted for 
       by the "flow-through" method, and provisions for income taxes have 
       been reduced by the amount of investment credits earned.

              Long-Lived Assets:  Ogden adopted SFAS No. 121, "Accounting for 
       the Impairment of Long-Lived Assets and Long-Lived Assets to be 
       Disposed of," in the fourth quarter of 1995.  The effect of adopting 
       SFAS No. 121 resulted in an after-tax charge of $34,700,000 in 1995 
       (see Note 21).

              Reclassification:  The accompanying financial statements have 
       been reclassified to conform with the 1995 presentation.

        2.  Investments in Marketable Securities Available for Sale

              Ogden adopted SFAS No. 115, "Accounting for Certain Investments 
       in Debt and Equity Securities," at January 1, 1994, and has classified 
       its marketable securities as available for sale and recorded them at 
       current market value with an offsetting adjustment to Shareholders' 
       Equity.  In accordance with SFAS No. 115, prior years' financial 
       statements have not been restated to reflect this change in 
       accounting.  At December 31, 1993, marketable securities were carried 
       at the lower of cost or market.  Net unrealized losses on noncurrent 
       marketable equity securities were charged to Shareholders' Equity.  At 
       December 31, 1993, noncurrent marketable securities having a cost of 
       $5,549,000 and a market value of $4,846,000 resulted in an unrealized 
       loss of $703,000, which was offset by deferred income taxes of 
       $276,000.  The net valuation allowance of $427,000 was charged to 
       Shareholders' Equity.

                  At December 31, 1995 and 1994, marketable equity and debt 
       securities available for current operations are classified in the 
       balance sheet as current assets while securities held for noncurrent 
       uses, such as nonqualified pension liabilities and a deferred 
       compensation plan, are classified as long-term assets.


                  Marketable securities at December 31, 1995 and 1994 
       (expressed in thousands of dollars), include the following:


                                        1995                    1994
                                      Market                 Market
                                       Value      Cost        Value       Cost
                                                          

Classified as Current Assets:
United States government securities  $ 1,652   $ 1,736      $ 1,567   $  1,736
Tax-exempt municipal bonds             6,214     6,374       52,158     53,295
Mortgage-backed securities             5,560     5,727       31,146     31,669
Other securities                         513       360        1,805      1,954

Total current                         13,939    14,197       86,676     88,654

Classified as Noncurrent Assets:
United States government securities                             236        236
Mutual and bond funds                 16,538    17,037       12,174     14,122

Total noncurrent                      16,538    17,037       12,410     14,358

Total                                $30,477   $31,234      $99,086   $103,012


                  The United States government securities mature April 15, 
       1998;  $3,000,000, $2,200,000, and $1,000,000 of the tax-exempt 
       municipal bonds mature on July 1, 1998, January 1, 2006, and October 
       1, 2013, respectively;  $400,000, $2,300,000, $1,500,000, and $900,000 
       of the mortgage-backed securities mature July 1, 2019, June 25, 2020, 
       August 25, 2021, and March 29, 2030, respectively.

                  Unrealized holding losses at December 31, 1995 and 1994, 
       amounted to $757,000 and $3,926,000, respectively.  Deferred tax 
       benefits on these losses amounted to $400,000 and $1,782,000, 
       respectively, resulting in net charges of $357,000 and $2,144,000, 
       respectively, to Shareholders' Equity.

                  Proceeds and realized gains and losses from the sales of 
       securities classified as available for sale for the years ended 
       December 31, 1995 and 1994, were $71,364,000, $235,000, and $1,749,000 
       and $63,545,000, $256,700, and $476,700, respectively.  For the 
       purpose of determining realized gains and losses, the cost of
       securities sold is based on specific identification.

        3.  Unbilled Service and Other Receivables


              Unbilled service and other receivables (expressed in thousands 
       of dollars) consisted of the following: 


                                                  1995                 1994
                                                            
Unbilled service receivables                  $108,953              $92,522
Notes receivable                                82,800               78,919

Total                                         $191,753             $171,441

                  Unbilled service receivables are for services performed 
        currently for municipalities that are due by contract at a later
        date and are discounted in recognizing the present value of such
       services.  Long-term notes receivable primarily represent loans 
       made to the owners of entertainment and sports facilities.  Current 
       unbilled service receivables amounted to $34,482,000 and $32,240,000 
       at December 31, 1995 and 1994, respectively. 

        4.  Restricted Funds Held in Trust

              Funds held by trustees from proceeds received from the 
       financing of waste-to-energy facilities and the operations of a 
       waste-to-energy facility and a power plant are segregated principally 
       for the construction of the facilities; debt service reserves for 
       payment of principal and interest on project debt;  lease reserves for 
       lease payments under operating leases;  capitalized interest for 
       payment of interest during the construction period; and deposits of 
       revenues received.  Such funds are invested principally in United 
       States Treasury bills and notes and United States government agencies 
       securities.


       Fund balances (expressed in thousands of dollars) were as follows:


                                    1995                         1994
                            Current      Noncurrent      Current      Noncurrent
                                                           

Construction funds          $ 2,931                      $20,734
Debt service funds           64,706      $144,915         36,803       $158,746
Revenue funds                12,173                       21,013
Lease reserve funds                        14,190                        15,260
Capitalized interest funds                                 8,847
Other funds                  15,428        59,446         22,898         39,993

Total                       $95,238      $218,551       $110,295       $213,999


        5.   Property, Plant, and Equipment


       Property, plant, and equipment (expressed in thousands of dollars) 
       consisted of the following:


                                                       1995          1994
                                                         

Land                                             $    6,667    $    6,698
Waste-to-energy facilities                        1,722,375     1,577,147
Geothermal power plant                              105,738       105,738
Buildings and improvements                          175,214       155,904
Machinery and equipment                             352,238       313,404
Landfills                                            10,927         9,841
Construction in progress                             26,864       161,303

Total                                             2,400,023     2,330,035
Less accumulated depreciation and amortization      520,844       445,261 

Property, plant, and equipment net               $1,879,179    $1,884,774


        6.  Other Assets


        Other assets (expressed in thousands of dollars) consisted of
        the following:


                                                       1995          1994
                                                           

Investment in and advances to 
investees and joint ventures                       $ 67,095      $ 40,040
Unamortized bond issuance costs                      38,473        29,290
Spare parts                                          19,544        13,915
Noncurrent securities available for sale             16,538        12,410
Deferred charges on projects                         10,975         5,708
Insurance deposits                                    5,388         5,388
Other                                                42,871        38,436

Total                                              $200,884      $145,187


        7.  Accrued Expenses, etc.


        Accrued expenses, etc. (expressed in thousands of dollars),
        consisted of the following:


                                                       1995           1994
                                                            

Debt service charges and interest                  $ 33,886       $ 38,278
Payroll                                              25,743         31,493
Insurance                                            37,278         25,782
Construction costs                                   12,740         25,442
Operating expenses                                   37,847         21,802
Billings in excess of costs                                         19,167
Municipalities' share of energy revenues             18,154         17,756
Retainage payable                                     6,641         17,550
Lease payments                                       12,538         16,193
Payroll and other taxes                              16,171         10,533
Pension and profit sharing                            9,050          6,499
Commissions                                           8,477          7,226
Other                                                72,896         82,433

Total                                              $291,421       $320,154


        8.  Deferred Income


        Deferred income (expressed in thousands of dollars) was 
        comprised of the following:


                                          1995                  1994       
                                    Current  Noncurrent   Current  Noncurrent
                                                          

Sale and leaseback arrangements     $ 1,523     $23,360   $ 1,523     $24,883
Advance billings to municipalities   11,644                13,028
Other                                15,535                12,292

Total                               $28,702     $23,360   $26,843     $24,883


              Deferred income arose primarily from the gain from sale and 
       leaseback transactions consummated in 1986 and 1987.  Such gain
       was deferred and is being amortized as a reduction of rental
       expense.  Advance billings to various customers prior to performance
       of service are billed one or two months in advance and are 
       recognized as income in the period the service is provided.  Other 
       includes interest earnings on restricted funds, which accrue to the 
       benefit of municipalities.  Such amounts are deferred and recognized 
       as income in the period in which the municipality receives a credit 
       against service fees for such interest.

        9.  Long-Term Debt


        Long-term debt (expressed in thousands of dollars) consisted of 
        the following:


                                                        1995          1994
                                                            

Adjustable-rate revenue bonds due 2014 2024         $124,755      $124,755
9.25% debentures due 2022                            100,000       100,000
Variable-rate revolving credit lines due 1998         48,000        26,820
Other long-term debt                                  71,578        52,818

Total                                               $344,333      $304,393


                      The adjustable-rate revenue bonds are adjusted 
         periodically to reflect current market rates for similar issues, 
         generally with an upside cap of 15%.  The average rate for this debt 
         was 3.90% and 2.79% in 1995 and 1994, respectively.  These bonds 
         were issued under agreements that contain various restrictions, the 
         most significant being the requirements to comply with certain 
         financial ratios and to maintain Shareholders' Equity of 
         $400,000,000.  At December 31, 1995, Ogden was in compliance with 
         all requirements and had $146,978,000 in excess of the required 
         amount of Shareholders' Equity.

                      At December 31, 1995, Ogden had two long-term interest 
         rate swap agreements covering notional amounts of $100,000,000 and 
         $7,500,000, respectively, which expire December 16, 1998, and 
         November 30, 2000, respectively.  These swaps were entered into to 
         convert Ogden's fixed-rate $100,000,000, 9.25% debentures due in 
         2022 to variable-rate debt and Ogden's $7,500,000 variable-rate debt 
         to a fixed rate.  On the $100,000,000 swap, Ogden receives a fixed 
         rate of 5.52% per annum paid on a semi-annual basis and pays a 
         floating rate of three months LIBOR set in arrears on a quarterly 
         basis.  On the $7,500,000 swap, Ogden pays a fixed rate of 5.83% 
         paid on a quarterly basis and receives a floating rate of three 
         months LIBOR on a quarterly basis.   At December 31, 1995, the 
         three-month LIBOR rate was 5.63%.  The counterparties to these 
         interest rate swaps are major financial institutions.  Management 
         believes its credit risk associated with nonperformance by the 
         counterparties is not significant.  Amounts (received) or paid on 
         the swap agreements amounted to $603,000, $(809,000), and 
         $(3,352,000) for 1995, 1994, and 1993, respectively, and were 
         (credited) or charged to interest expense.  The effect on Ogden's 
         weighted-average borrowing rate for 1995, 1994, and 1993, was an 
         increase (decrease) of .14%, (.20)%, and (.82)%, respectively.

                      Other long-term debt includes an obligation for 
         approximately $28,400,000, representing the equity component of a 
         sale and leaseback arrangement relating to a waste-to-energy 
         facility.  This arrangement is accounted for as a financing, has an 
         effective interest rate of 5%, and extends through 2017.  
         Additionally, other long-term debt includes $22,450,000 resulting 
         from the sale of limited partnership interests in and related tax 
         benefits of the Onondaga County, New York, waste-to-energy facility, 
         which has been accounted for as a financing for accounting purposes. 
          This obligation has an effective interest rate of 10% and extends 
         through 2015.  The remaining other debt of $20,728,000 consists 
         primarily of debt associated with entertainment facilities in the 
         United Kingdom and Argentina as well as debt acquired in the 
         Firehole acquisition.  These loans bear various interest rates and 
         maturity dates.


         The maturities on long-term debt (expressed in thousands of
         dollars) at December 31, 1995, were as follows:

                                              
         1996..................................    $4,680
         1997..................................    10,967
         1998..................................    43,189
         1999..................................     5,292
         2000..................................     2,031
         Later years...........................   282,854

         Total.................................   349,013
         Less current portion..................     4,680

         Total long-term debt..................  $344,333


        10.   Project Debt

        Project debt (expressed in thousands of dollars) consisted 
        of the following:


                                                          1995          1994
                                                            

Revenue Bonds Issued by and 
Prime Responsibility of Municipalities:
4.25 8.1% serial revenue bonds due through 2005     $  198,933    $  222,036
5.4 8.5% term revenue bonds due through 2019           845,476       939,740
Adjustable-rate revenue bonds due through 2013          86,965        10,875

Total                                                1,131,374     1,172,651

Revenue Bonds Issued by Municipal Agencies 
with Sufficient Service Revenues Guaranteed
by Third Parties:
4.95 8.9% serial revenue bonds due through 2007         71,006        78,591
7.25 7.4% term revenue bonds due 1999 through 2011     105,901       106,109
Adjustable-rate revenue bonds due through 2011         127,820       133,467

Total                                                  304,727       318,167

Other project debt                                     115,102       103,170

Total long-term project debt                        $1,551,203    $1,593,988


               Project debt associated with the financing of waste-to-energy 
         facilities is generally arranged by municipalities through the
         issuance of tax-exempt and taxable revenue bonds.  The category,
         "Revenue Bonds Issued by and Prime Responsibility of Municipalities,"
         includes bonds issued with respect to which debt service is an 
         explicit component of the client community's obligation under the 
         related service agreement.  In the event that a municipality is 
         unable to satisfy its payment obligations, the bondholders' recourse 
         with respect to the Corporation is limited to the waste-to-energy 
         facilities and restricted funds pledged to secure such obligations.  
         The category, "Revenue Bonds Issued by Municipal Agencies with 
         Sufficient Service Revenues Guaranteed by Third Parties," includes 
         bonds issued to finance three facilities for which contractual 
         obligations of third parties to deliver waste ensure sufficient 
         revenues to pay debt service, although such debt service is not an 
         explicit component of the third parties' service fee obligations.

                      Payment obligations for the project debt associated 
         with waste-to-energy facilities are nonrecourse to the Corporation 
         subject to construction and operating performance guarantees and 
         commitments.  These obligations are secured by the revenues pledged 
         under various indentures and are collateralized principally by a 
         mortgage lien and a security interest in each of the respective 
         waste-to-energy facilities and related assets.  At December 31, 
         1995, such revenue bonds were collateralized by property, plant, and 
         equipment with a net carrying value of $1,546,392,000, credit 
         enhancements of approximately $180,000,000 for which Ogden has 
         certain reimbursement obligations, and substantially all restricted 
         funds (see Note 4).

                      The interest rates on adjustable-rate revenue bonds are 
         adjusted periodically to reflect current market rates for similar 
         issues, generally with an upside cap of 15%.  The average rate for 
         such revenue bonds was 5.28% and 3.33% in 1995 and 1994, respectively.

                      Other project debt includes an obligation of a 
         special-purpose limited partnership acquired by two special-purpose 
         subsidiaries of Ogden in December 1994 and represents the lease of a 
         geothermal power plant, which has been accounted for as a financing. 
          This obligation, which amounted to $95,156,000 at December 31, 
         1995, has an effective interest rate of 5.3% and extends through 
         2008 with options to renew for additional periods and has a fair 
         market value purchase option at the conclusion of the initial term.  
         Payment obligations under this lease arrangement are limited to 
         assets of the limited partnership and revenues derived from a power 
         purchase agreement with a third party, which are expected to provide 
         sufficient revenues to make rental payments.  Such payment 
         obligations are secured by all the assets, revenues, and other 
         benefits derived from the geothermal power plant, which had a net 
         carrying value of approximately $111,389,000 at December 31, 1995.  
         In September 1995, the Corporation borrowed $20,984,000 from a 
         financial institution as part of the refinancing of project debt in 
         the category "Revenue Bonds Issued by and Prime Responsibility of 
         Municipalities."  The debt service associated with this loan is 
         included as an explicit component of the client community's 
         obligation under the related service agreement.  A portion of the 
         funds was retained in the Corporation's restricted funds and is 
         loaned to the community each month to cover the community's monthly 
         service fees.    The Corporation's repayment for the other part of 
         the loan is limited to the extent repayment is received from the 
         client community. This overall obligation totaled $19,946,000 at 
         December 31, 1995, has an effective interest rate of 7.05%, and 
         extends through 2005.

                      At December 31, 1995, Ogden had three interest rate 
         swap agreements as hedges against interest rate exposure on certain 
         adjustable-rate revenue bonds. The first two interest rate swap 
         agreements expire in May 1999 and the third swap expires in 2019 
         and had notional amounts at December 31, 1995, of $91,070,000, 
         $38,835,000, and $80,220,000, respectively, which are reduced in 
         accordance with the scheduled repayments of the revenue bonds.  
         Under the first swap agreement, Ogden pays a fixed rate of 3.95% 
         per annum on a semi-annual basis and receives a floating rate based 
         on an index of tax-exempt, variable-rate obligations.  Under the 
         second swap agreement, Ogden pays a fixed rate of 5.25% per annum 
         on a semi-annual basis and receives a floating rate based on a defined
         commercial paper rate.  Under the third swap agreement, Ogden pays a 
         fixed rate of 6.07% per annum on a semi-annual basis through 1998 
         and thereafter a fixed rate of 5.18% and receives a floating rate 
         based on a defined LIBOR-based rate.  At December 31, 1995, the 
         floating rates on the three swaps were 4.22%, 5.87%, and 5.99%, 
         respectively.  These swap agreements were entered into to convert 
         from floating rates to fixed interest rates $91,070,000 of 
         tax-exempt, adjustable-rate revenue bonds and $119,055,000 of 
         taxable, adjustable-rate revenue bonds.  The counterparties to these 
         interest rate swaps are major financial institutions.  Management 
         believes the credit risk associated with nonperformance by the 
         counterparties is not significant.

                      Amounts (received) or paid on these swap agreements 
         amounted to $(230,000), $1,400,000, and $1,500,000 for 1995, 1994, 
         and 1993, respectively, and were charged or (credited) to debt 
         service charges.  The effect on Ogden's weighted-average borrowing 
         rate was an increase (decrease) of (.01)%, .09%, and .10% for 1995,
         1994, and 1993, respectively.


         The maturities on long-term project debt (expressed in 
         thousands of dollars) at December 31, 1995, were as follows:

                                               
          1996...............................     $   55,774
          1997...............................         61,873
          1998...............................         68,672
          1999...............................         76,092
          2000...............................         77,003
          Later years........................      1,267,563

          Total..............................      1,606,977
          Less current portion...............         55,774

          Total long-term project debt.......     $1,551,203


        11.  Credit Arrangements

                  At December 31, 1995, Ogden had unused revolving credit 
         lines amounting to $167,557,000, of which $160,000,000 
         is available under its principal revolving credit line at various 
         borrowing rates including prime, the Eurodollar rate plus .30%, or 
         certificate-of-deposit rates plus .425%.  Ogden is not required to 
         maintain compensating balances;  however, Ogden pays a facility fee 
         of 3/16 of 1% on its principal revolving credit line of 
         $200,000,000, which expires October 29, 1998.

        12.  Convertible Subordinated Debentures


        Convertible subordinated debentures (expressed in thousands 
        of dollars) consisted of the following:


                                                     1995             1994
                                                            

6% debentures due June 1, 2002.............      $ 85,000         $ 85,000
53/4% debentures due October 20, 2002......        63,650           63,650

Total......................................      $148,650         $148,650


               The 6% convertible subordinated debentures are convertible 
         into Ogden common stock at the rate of one share for each $39.077
         principal amount of debentures.  The debentures are redeemable at
         Ogden's option at 102.4% of principal amount during the year
         commencing June 1, 1995, and at decreasing prices thereafter.

                      The 5 3/4% convertible subordinated debentures are 
         convertible into Ogden common stock at the rate of one share for 
         each $41.772 principal amount of debentures.  The debentures are 
         redeemable at Ogden's option at 100% of face value.  During 1994, 
         the Corporation purchased $3,100,000 face value of these debentures 
         at prevailing market rates.  The net gain on the acquisition of 
         these securities amounted to $620,000 and is included in Other 
         Income.

         13.   Preferred Stock

                  The outstanding Series A $1.875 Cumulative Convertible 
         Preferred Stock is convertible at any time at the rate of 5.97626 
         common shares for each preferred share.  Ogden may redeem the 
         outstanding shares of preferred stock at $50 per share, plus all 
         accrued dividends.  These preferred shares are entitled to receive 
         cumulative annual dividends at the rate of $1.875 per share, plus an 
         amount equal to 150% of the amount, if any, by which the dividend 
         paid or any cash distribution made on the common stock in the 
         preceding calendar quarter exceeded $.667 per share.  

         14.  Common Stock and Stock Options

                  In 1986, Ogden adopted a nonqualified stock option plan 
         (the "1986 Plan").  Under the 1986 Plan, options and/or stock 
         appreciation rights may be granted to key management employees to 
         purchase Ogden common stock at prices not less than the fair market 
         value at the time of grant, which become exercisable during a five-
         year period from the date of grant, except for the grant to the 
         Chairman of the Board, which vested in its entirety six months after 
         the date of the grant.  As adopted, and as adjusted for stock splits, 
         the 1986 Plan calls for up to an aggregate of 2,700,000 shares of 
         Ogden common stock to be available for issuance upon the exercise of 
         options and stock appreciation rights, which may be granted over a 
         10-year period ending March 10, 1996.  At December 31, 1995, all of 
         the authorized shares of this plan had been granted.

                      In October 1990, Ogden adopted the Ogden 1990 Stock 
         Option Plan (the "1990 Plan").  Under the 1990 Plan, nonqualified 
         options, incentive stock options, and/or stock appreciation rights 
         and stock bonuses may be granted to key management employees and 
         outside directors to purchase Ogden common stock at an exercise 
         price to be determined by the Ogden Compensation Committee.  
         Pursuant to the 1990 Plan, which was amended in 1994 to increase the 
         number of shares available by 3,200,000 shares, an aggregate of 
         6,200,000 shares of Ogden common stock is available for issuance 
         upon the exercise of such options, rights, and bonuses, which may be 
         granted over a 10-year period ending October 11, 2000;  2,158,200 
         shares were available for grant at December 31, 1995.

                      Under the foregoing plans, Ogden issued 4,466,300 
         limited stock appreciation rights in conjunction with the stock 
         options granted.  These limited rights are exercisable only during 
         the period commencing on the first day following the occurrence of 
         any of the following events and terminate 90 days after such date:  
         the acquisition by any person of 20% or more of the voting power of 
         Ogden's outstanding securities;  the approval by Ogden shareholders 
         of an agreement to merge or to sell substantially all of its assets; 
         or the occurrence of certain changes in the membership of the Ogden 
         Board of Directors.  The exercise of these limited rights entitles 
         participants to receive an amount in cash with respect to each share 
         subject thereto, equal to the excess of the market value of a share 
         of Ogden common stock on the exercise date or the date these limited 
         rights become exercisable, over the related option price.

                      In connection with the acquisition of ERC 
         International, Inc. (ERCI), Ogden assumed pre-existing ERCI stock 
         option plans and converted all options then outstanding into options 
         to acquire shares of Ogden common stock.  No further options were 
         granted under the ERCI plans.  These options expired in 1993.  

                      In connection with the acquisition of the minority 
         interest of OPI, Ogden assumed the pre-existing OPI stock option 
         plan then outstanding and converted these options into options to 
         acquire shares of Ogden common stock.  No further options will be 
         granted under this plan.

                      In October 1995, the Financial Accounting Standards 
         Board issued SFAS No. 123, "Accounting for Stock-Based
         Compensation," which is required to be adopted in the Corporation's 
         1996 financial statements.  The Corporation expects to adopt only 
         the disclosure provisions of this Statement.


         Information regarding the Corporation's stock option 
         plans is summarized as follows:


                                 Option                            Available
                                  Price                                  For
                              Per Share  Outstanding   Exercisable     Grant
                                                       

1986 Plan:
December 31, 1992, balance  $14.98-28.54   1,080,000     668,000      115,500
Became exercisable                                       144,000        
Exercised                          14.98     (49,313)    (49,313)

December 31, 1993, balance   14.98-28.54   1,030,687     762,687      115,500
Granted                            22.50     115,500                 (115,500)
Became exercisable                                       134,000
Exercised                          14.98     (18,644)    (18,644)

December 31, 1994, balance   14.98-28.54   1,127,543     878,043          ---
Became exercisable           18.31-28.54                 157,100
Exercised                          14.98     (16,618)    (16,618)         ---

December 31, 1995, balance   14.98-28.54   1,110,925    1,018,525

1990 Plan:
December 31, 1992, balance   18.31-21.19   2,655,000    1,037,400     345,000
Granted                            23.56     158,000                 (158,000)
Became exercisable                                        522,900
Exercised                    18.31-20.31    (123,000)    (123,000)
Cancelled                    18.31-20.31     (50,000)      (4,000)     50,000 

December 31, 1993, balance   18.31-23.56   2,640,000    1,433,300     237,000
Increase in authorized 
  option shares                                                     3,200,000
Granted                      21.50-22.50   1,169,500               (1,169,500)
Became exercisable                                        507,500
Exercised                    18.31-20.31    (109,000)    (109,000)
Cancelled                    18.31-23.56    (115,000)     (32,000)    115,000

December 31, 1994, balance   18.31-23.56   3,585,500    1,799,800   2,382,500 
Granted                      20.06-22.69     409,000                 (409,000)
Became exercisable                                        699,900
Exercised                    18.31-20.31    (129,000)    (129,000)
Cancelled                    18.31-23.56    (184,700)     (34,000)    184,700 

December 31, 1995, balance   18.31-23.56   3,680,800    2,336,700   2,158,200

Conversion of ERCI Plan: 
December 31, 1992, balance   21.05-24.74      70,117       70,117
Exercised                          21.05     (23,102)     (23,102)
Cancelled                    21.05-24.74     (47,015)     (47,015)      

December 31, 1993, 1994, 
and 1995, balance                    ---         ---          ---         ---

Conversion of OPI Plan: 
December 29, 1994            14.17-29.46     266,561      266,561         ---

December 31, 1994 
and 1995, balance            14.17-29.46     266,561      266,561         ---

Total December 31, 1995      14.17-29.46   5,058,286    3,621,786   2,158,200


               At December 31, 1995, there were 11,211,067 shares of common 
         stock reserved for the exercise of stock options and the conversion 
         of preferred shares and debentures.

        15.   Preferred Stock Purchase Rights

                  In 1990, the Board of Directors declared a dividend of one 
         preferred stock purchase right (Right) on each outstanding share of 
         common stock.  Among other provisions, each Right may be exercised 
         to purchase a one one-hundredth share of a new series of cumulative 
         participating preferred stock at an exercise price of $80, subject 
         to adjustment.  The Rights may only be exercised after a party has 
         acquired 15% or more of the Corporation's common stock or commenced 
         a tender offer to acquire 15% or more of the Corporation's common 
         stock.  The Rights do not have voting rights, expire October 2, 
         2000, and may be redeemed by the Corporation at a price of $.01 per 
         Right at any time prior to the acquisition of 15% of the 
         Corporation's common stock.

                      In the event a party acquires 15% or more of the 
         Corporation's outstanding common stock in accordance with certain 
         defined terms, each Right will then entitle its holders (other than 
         such party) to purchase, at the Right's then-current exercise price, 
         a number of the Corporation's common shares having a market value of 
         twice the Right's exercise price.  At December 31, 1995, 49,468,000
         preferred stock purchase rights were outstanding.

         16.   Sale of Limited Partnership Interests

                  In 1994, revenues include $26,100,000 from the sale of 
         limited partnership interests in and related tax benefits of the 
         Onondaga County waste-to-energy facility, which was partially offset 
         by the recapture of investment tax credits and minority interests.

         17.  Foreign Exchange 

                  Foreign exchange translation adjustments for 1995, 1994, 
         and 1993, amounting to $(1,258,000), $3,240,000, and $(2,095,000), 
         respectively, have been credited (charged) directly to Shareholders' 
         Equity.  Foreign exchange transaction adjustments, amounting to 
         $1,590,000 and $(1,844,000), have been credited (charged) directly 
         to income for 1995 and 1994, respectively. 

         18.   Debt Service Charges


         Debt service charges for Ogden's project debt (expressed in 
         thousands of dollars) consisted of the following:


                                             1995         1994          1993
                                                           

Interest incurred on taxable and 
tax-exempt borrowings                    $112,029     $109,586      $107,846

Interest earned on temporary investment 
of borrowings during construction, etc.     4,908        6,782         9,985

Net interest incurred                     107,121      102,804        97,861

Interest capitalized during construction 
in property, plant, and equipment           1,512        8,893         5,538

Interest expense net                      105,609       93,911        92,323
Amortization of bond issuance costs         6,241        6,447         6,341

Debt service charges                     $111,850     $100,358      $ 98,664


        19.  Retirement Plans

                  Ogden has retirement plans that cover substantially all of 
         its employees.  A substantial portion of hourly employees of Ogden 
         Services Corporation participates in defined contribution plans.  
         Other employees participate in defined benefit or defined 
         contribution plans.

                      The defined benefit plans provide benefits based on 
         years of service and either employee compensation or a flat benefit 
         amount.  Ogden's funding policy for those plans is to contribute 
         annually an amount no less than the minimum funding required by 
         ERISA.  Contributions are intended to provide not only benefits 
         attributed to service to date but also for those expected to be 
         earned in the future.


         The following table sets forth the defined benefit
         plans' funded status and related amounts recognized in Ogden's 
         Consolidated Balance Sheets (expressed in thousands of dollars):


                                  1995                        1994
                            Assets    Accumulated       Assets     Accumulated
                            Exceed       Benefits       Exceed        Benefits
                       Accumulated         Exceed  Accumulated          Exceed
                          Benefits         Assets     Benefits          Assets
                                                          

Accumulated Benefit 
Obligation:
Vested                     $ 7,015        $ 9,724      $ 5,408        $ 7,800
Nonvested                      389            501          311            413

Total                      $ 7,404        $10,225      $ 5,719        $ 8,213

Projected benefit 
 obligation for services 
 rendered to date          $10,773        $14,319      $ 8,278        $11,733
Plan assets at fair value   10,325          5,581        7,832          5,138

Underfunded projected 
benefits                   $   448        $ 8,738      $   446        $ 6,595

Source of Underfunded 
Status:
Unrecognized net (loss) 
 from past experience
 different from that 
 assumed and effects of
 changes in assumptions    $  (480)       $(1,241)     $(1,251)       $  (625)
Unrecognized net 
 transition asset 
 (obligation) at
 January 1, 1986, being 
 recognized over 13 years      494           (400)         566           (390)
Pension liability costs       (961)        (4,146)        (412)        (1,997)
Unrecognized prior service 
 costs                         499         (2,951)         651         (3,583)

Underfunded projected 
 benefits                  $   448        $ 8,738      $   446        $ 6,595


                      At December 31, 1995 and 1994, the accumulated benefit 
         obligation of certain pension plans exceeded plan assets.  The
         Corporation's liability for those plans was increased by $2,033,000
         and $1,677,000 at December 31, 1995 and 1994, respectively.  Such
         amounts were offset by intangible assets and reductions in 
         Shareholders' Equity, net of income taxes of $760,000 and $441,000
         at December 31, 1995 and 1994, respectively.


         Pension costs for Ogden's defined plans included the 
         following components (expressed in thousands of dollars):


                                                 1995        1994        1993
                                                              

Service cost on benefits earned 
during the period                              $2,078      $1,979      $1,610
Interest cost on projected 
benefit obligation.                             1,716       1,629       1,457
Net amortization and deferral                   2,584        (436)         40
Actual return on plan assets                   (3,260)         32        (979) 

Net periodic pension cost                      $3,118      $3,204      $2,128


               The weighted-average discount rate and rate of increase in 
         future compensation levels used in determining the 
         actuarial present value of the projected benefit obligations were 7 
         1/2% and 4 1/2% for 1995, 8 1/4% and 5% for 1994, and 7 1/2% and 4 
         1/2% for 1993, respectively.  The expected long-term rate of return 
         on plan assets was 8% for each year.

                      Contributions and costs for defined contribution plans 
         are determined by benefit formulas based on percentage of 
         compensation as well as discretionary contributions and totaled 
         $10,358,000, $12,052,000, and $13,061,000 in 1995, 1994, and 1993, 
         respectively.  Plan assets at December 31, 1995, 1994, and 1993, 
         primarily consisted of common stocks, United States government 
         securities, and guaranteed insurance contracts.

                      With respect to union employees, the Corporation is 
         required under contracts with various unions to pay, generally based 
         on hours worked, retirement, health, and welfare benefits.  These 
         multiemployer defined benefit and defined contribution plans are not 
         controlled or administered by the Corporation.  The amount charged 
         to expense for such plans during 1995, 1994, and 1993 was 
         $27,900,000, $30,100,000, and $32,000,000, respectively.

         20.   Postretirement Health Care and Life Insurance Benefits

                  In 1992, the Corporation discontinued its policy of 
         providing postretirement health care and life insurance benefits for 
         all salaried employees, except those employees who were retired or 
         eligible for retirement at December 31, 1992, or who were covered 
         under certain company-sponsored union plans.  The Corporation 
         adopted SFAS No. 106, "Employers' Accounting for Postretirement 
         Benefits Other Than Pensions," as of January 1, 1993.  SFAS No. 106 
         requires the accrual method of accounting for postretirement health 
         care and life insurance benefits, based on actuarial determined 
         costs to be recognized over the period from the date of hire to the 
         full eligibility date of employees who are expected to qualify for 
         such benefits.

                      As of January 1, 1993, the Corporation recognized the 
         full amount of its estimated accumulated postretirement benefit 
         obligation, representing the present value of the estimated future 
         benefits payable to current retirees, and a pro rata portion of 
         estimated benefits payable to eligible active employees after 
         retirement.  The effect of recognizing SFAS No. 106 at January 1, 
         1993, is shown in the accompanying financial statements as a 
         cumulative effect of a change in accounting principle and is 
         reflected as a charge to income of $5,340,000 (net of income taxes 
         of $3,710,000), or $.12 per share.

              For the years ended December 31, 1995 and 1994, the 
         components of the periodic expense for these benefits were as follows:


         Recognition of Components of Net Periodic Postretirement 
         Benefit Costs for the Years Ended December 31:


                                                         1995         1994
                                                            

Service costs                                          $131,966     $162,107
Interest                                                755,944      775,142
Amortization of unrecognized net (gain) loss            (22,113)      67,820

Total                                                  $865,797   $1,005,069



         As of December 31, 1995 and 1994, the actuarial recorded 
         liabilities for these postretirement benefits, none of which have 
         been funded, were as follows:


Accumulated Postretirement Benefit Obligation:

                                                             
Retirees                                            $ 4,352,614    $3,884,885
Eligible active participants                          4,832,637     4,581,234
Other active                                          1,740,792     1,480,725
Total accumulated postretirement obligation          10,926,043     9,946,844
Unrecognized net loss                                   611,978       117,947
Accrued postretirement benefit liability            $10,314,065    $9,828,897


               The accumulated postretirement benefit obligation was 
         determined using discount rates of 7 1/2% and 8 1/4%; an 
         estimated increase in compensation levels of 4 1/2% and 5% for 1995 
         and 1994, respectively; and a health care cost rate of approximately 
         14 1/2%, decreasing in subsequent years until it reaches 6% in the 
         year 2008 and thereafter.  The effect of a one percentage point 
         increase in the assumed health care cost trend rates for each future 
         year on the aggregate of the service and interest cost components of 
         net periodic postretirement health care benefit cost and the 
         accumulated postretirement benefit obligation for health care 
         benefits would be $77,711 and $716,704, respectively.

         21.   Impairment of Long-Lived Assets

                  Ogden adopted the provisions of SFAS No. 121, "Accounting 
         for the Impairment of Long-Lived Assets and Long-Lived Assets to be 
         Disposed of," in the fourth quarter of 1995.  SFAS No. 121 requires 
         that long-lived assets and certain identifiable intangibles held and 
         used by an entity, including any goodwill related to these assets, 
         be reviewed for impairment whenever events or changes in 
         circumstances indicate that the carrying value of such assets may 
         not be recoverable.  In performing this review for recoverability, 
         the Corporation estimated future cash flows expected from the use 
         of such assets and their eventual disposition.  If the sum of 
         expected future cash flows (undiscounted) was less than the carrying 
         value of the assets, an impairment loss was recognized.  The Statement 
         also requires that long-lived assets and certain identifiable 
         intangibles to be disposed of be reported at the lower of carrying 
         value or fair value less the costs to sell.

                      The effect of recognizing SFAS No. 121 resulted in a 
         pretax charge of $45,300,000 and an after-tax charge of $34,700,000, 
         or $.70 per share.  This charge included estimated losses on the 
         disposal of noncore businesses, as announced in the fourth quarter 
         of 1995, of $32,800,000 and the write-down of other long-lived 
         assets of $12,500,000.  The loss of $32,800,000 on the assets to be 
         disposed of was based on the Corporation's estimate of realizable or 
         liquidation values of the operations and bids received from 
         prospective purchasers.  The impairment loss of $12,500,000 on other 
         long-lived assets represents the difference between the carrying 
         amount of the assets and their estimated fair values, which was 
         determined based on operating projections and future discounted cash 
         flows.  The remaining carrying value of these assets is not 
         significant.  These amounts were charged to cost of goods sold 
         ($4,500,000) and operating expenses ($40,800,000) in the 
         accompanying financial statements.

         22.   Other Charges

                  During 1995, the Corporation recognized unusual charges of 
         $37,500,000, which were reduced by a $13,500,000 gain on the sale of 
         a noncore business in the fourth quarter for a net charge of 
         $24,000,000.  The charge of $37,500,000 includes, in the second 
         quarter, $17,100,000 at Ogden Communications, Inc. (OCI), for the 
         write-off of receivables of $10,300,000 and related costs recorded 
         in connection with a telecommunications project at OCI, as well as a 
         loss on the disposal of inventory of $3,900,000 and costs related to 
         the curtailment of operations of $2,900,000; and in the fourth 
         quarter, $8,200,000 for costs, principally severance pay relating to 
         restructuring activities, and $12,200,000 representing the 
         write-down of deferred charges relating to a previously awarded 
         waste-to-energy project that is not expected to be completed; 
         unusual waste-to-energy repair costs; and an adjustment of inventory 
         balances resulting from a physical inventory.  The $17,100,000 
         charge at OCI resulted from a review of the activities of this unit 
         during which the Corporation concluded that contracts and other 
         documentation did not provide a basis for recovering any of the 
         accounts receivable related to the telecommunications project and 
         that the sale of inventory would not recover its full carrying 
         value.  In addition, the Corporation decided to discontinue the 
         business of OCI and estimated the costs relating thereto.

                      These amounts were charged to sales allowances 
         ($10,300,000); operating costs ($3,800,000); cost of goods sold 
         ($6,000,000); and selling, administrative, and general expenses 
         ($3,900,000) in the accompanying financial statements.  The gain on 
         the sale of the noncore business of $13,500,000 was included as a 
         reduction of operating expenses.  

                      In December 1991, the Corporation discontinued the 
         on-site remediation business, utilizing mobile technology, of OPI.  
         During 1993, the Corporation recognized a pretax gain of $12,379,000 
         resulting primarily from the receipt of amounts previously withheld 
         pending satisfactory completion of obligations under existing 
         contracts and from proceeds from the sale of assets in excess of 
         previously estimated net realizable values.

                      In December 1993, the Corporation discontinued its 
         fixed-site hazardous waste business.  Provision was made in 1993 for 
         the write-down of assets, primarily development costs, resulting in 
         a pretax loss of $12,629,000.  

                      In addition, 1995 operating expenses include
         $3,500,000 for the settlement of litigation relating to the 
         discontinuance of the fixed-site hazardous waste business.  For
         the year ended December 31, 1993, the $250,000 net loss from both 
         discontinued operations is reported as Operating Costs and
         Expenses in the Statements of Consolidated Income.

         23.   Income Taxes


         The components of the provision for income taxes 
         (expressed in thousands of dollars) were as follows: 


                                         1995          1994           1993
                                                          

Current:
Federal.........................       $6,444       $10,141        $   453
State...........................        5,038        11,616          6,999
Foreign.........................        4,602         2,422          1,476

Total current...................       16,084        24,179          8,928

Deferred:
Federal.........................       17,120        36,520         43,295
State...........................        1,033         1,184          4,303

Total deferred..................       18,153        37,704         47,598

Total provision for income taxes..    $34,237       $61,883        $56,526


                   The current provision for Federal income tax results 
         principally from the alternative minimum tax.  In August 1993,
         the Omnibus Budget Reconciliation Act was enacted, which increased
         the corporate Federal income tax rate from 34% to 35% retroactive
         to January 1, 1993.  As a consequence, deferred Federal income 
         tax balances were adjusted to this new rate as required by SFAS
         No. 109, which resulted in a one-time charge for Federal income
         taxes of $4,066,000 in 1993.


         The provision for income taxes (expressed in thousands 
         of dollars) varied from the Federal statutory income tax rate due to 
         the following:


                                           1995                1994                1993

                                        Percent             Percent             Percent
                                      of Income           of Income           of Income
                             Amount      Before   Amount     Before   Amount     Before
                             of Tax       Taxes   of Tax      Taxes   of Tax      Taxes
                                                                

Taxes at statutory rate     $14,184       35.0%  $48,777      35.0%  $43,925      35.0%
Adjustment of deferred
 income tax benefits                                                   4,066       3.2
State income taxes, net of 
 Federal tax benefit          3,946        9.7     8,320       6.0     7,346       5.8
Recapture (benefit) of
 investment tax credits                            1,807       1.3    (1,807)     (1.4)
Foreign taxes and non-
 deductible foreign losses    6,694       16.5     1,425       1.0     1,982       1.6
Amortization of goodwill      1,206        3.0     1,030        .7       838        .7
Write-down of goodwill        5,263       13.0
Pooling-related taxes and 
 costs                        1,807        4.5
Other net                     1,137        2.8       524        .4       176        .1

Provision for income taxes  $34,237       84.5%  $61,883      44.4%  $56,526      45.0%



       The components of the net deferred income tax liability 
       (expressed in thousands of dollars) as of December 
       31, 1995 and 1994, were as follows:


                                                      1995            1994
                                                            

Deferred Tax Assets:
Deferred income.....................              $ 14,387        $ 16,291
Accrued expenses....................                47,125          51,055
Other liabilities...................                13,500          16,779
Investment tax credits..............                28,930          31,064
Alternative minimum tax credits.....                27,521          19,387
Net operating loss carryforwards....               120,298         137,488

Total deferred tax assets...........               251,761         272,064

Deferred Tax Liabilities:
Unbilled accounts receivable........                48,734          47,119
Property, plant, and equipment......               448,334         445,699
Other...............................                33,114          33,860    

Total deferred tax liabilities......               530,182         526,678

Net deferred tax liability..........              $278,421        $254,614



         Deferred tax assets and liabilities are presented as follows 
         in the accompanying balance sheets: 


                                                    1995            1994
                                                           

Net deferred tax liability noncurrent...         $310,400        $281,065
Less net deferred tax asset current.....           31,979          26,451

Net deferred tax liability..............         $278,421        $254,614


               At December 31, 1995, for Federal income tax purposes, the 
         Corporation had investment and energy tax credit carryforwards
         of approximately $28,930,000 and net operating loss carryforwards
         of approximately $299,170,000, which will expire in 2004 through
         2008.  Deferred Federal income taxes have been reduced by the tax
         effect of these amounts.

         24.   Leases

                  Total rental expense amounted to $93,396,000, $77,190,000, 
         and $73,138,000 (net of sublease income of $193,000, $328,000, and 
         $2,606,000) for 1995, 1994, and 1993, respectively.  Included in 
         rental expense are amounts based on contingent factors (principally 
         sales) in excess of minimum rentals, amounting to $21,676,000, 
         $15,181,000, and $19,836,000 for 1995, 1994, and 1993, respectively. 
          Principal leases are for leaseholds, sale and leaseback 
         arrangements on waste-to-energy facilities, trucks and automobiles, 
         airplane, and machinery and equipment.  Some of these operating 
         leases have renewal options.


         The following is a schedule (expressed in thousands of 
         dollars), by year, of future minimum rental payments required under 
         operating leases that have initial or remaining noncancelable lease 
         terms in excess of one year as of December 31, 1995:

                                              
         1996...............................     $ 65,007
         1997...............................       62,854
         1998...............................       61,528
         1999...............................       54,042
         2000...............................       44,564
         Later years........................      350,596

         Total..............................     $638,591


              These future minimum rental payment obligations include 
         $108,183,000 of future nonrecourse rental payments that
         relate to a waste-to-energy facility, which are supported by 
         third-party commitments to provide sufficient service revenues to 
         meet such obligations.  Also included are $85,792,000 of nonrecourse 
         rental payments relating to a hydroelectric power generating 
         facility operated by a special-purpose subsidiary, which are 
         supported by contractual power purchase obligations of a third party 
         and which are expected to provide sufficient revenues to make the 
         rent payments.  These nonrecourse rental payments (in thousands of 
         dollars) are due as follows:

                                    
         1996...............................    $ 18,698
         1997...............................      19,197
         1998...............................      19,492
         1999...............................      20,797
         2000...............................      21,402
         Later years........................      94,389

         Total..............................    $193,975

         

         25.   Earnings Per Share

                  Earnings per common share were computed by dividing net 
         income, reduced by preferred stock dividend requirements, by the 
         weighted average of the number of shares of common stock and common 
         stock equivalents, where dilutive, outstanding during each year.

                      Earnings per common share, assuming full dilution,
         were computed on the assumption that all convertible debentures, 
         convertible preferred stock, and stock options converted or 
         exercised during each year or outstanding at the end of each year 
         were converted at the beginning of each year or at the date of 
         issuance or grant, if dilutive.  This computation provided for the 
         elimination of related convertible debenture interest and preferred 
         dividends.


         The weighted-average number of shares used in computing 
         earnings per common share was as follows:


                                      1995             1994          1993
                                                         

Primary...................        49,385,000       43,610,000     43,378,000
Assuming full dilution....        49,691,000       43,939,000     43,776,000


         26.   Commitments and Contingent Liabilities

                  Ogden and certain of its subsidiaries have issued or are 
         party to performance bonds and guarantees and related contractual 
         obligations undertaken mainly pursuant to agreements to construct 
         and operate certain waste-to-energy, entertainment, and other 
         facilities.  In the normal course of business, they are involved in 
         legal proceedings in which damages and other remedies are sought.  
         Management does not expect that these contractual obligations, legal 
         proceedings, or any other contingent obligations incurred in the 
         normal course of business will have a material adverse effect on 
         Ogden's Consolidated Financial Statements.

                      During 1994, a subsidiary of the Corporation entered 
         into a 30-year facility management contract pursuant to which it 
         agreed to advance funds to a customer, if necessary, to assist 
         refinancing senior secured debt incurred in connection with 
         construction of the facility.  Such refinancing requirements are not 
         expected to exceed $75,000,000 at maturity of the senior secured 
         debt, which is expected to be on or about March 1, 2001.  In 
         addition, at December 31, 1995, the Corporation has guaranteed 
         indebtedness of $6,200,000 of an affiliate and principal tenant of 
         this customer.  Ogden continues as guarantor of surety bonds and 
         letters of credit totaling approximately $19,200,000 on behalf of 
         International Terminal Operating Co. Inc. (ITO) and has guaranteed 
         borrowings of certain customers amounting to approximately 
         $29,200,000.  Management does not expect that these arrangements 
         will have a material adverse effect on Ogden's Consolidated 
         Financial Statements.

                      As of December 31, 1995, capital commitments amounted 
         to $53,400,000 for normal replacement, modernization, and growth in 
         Services' ($42,100,000) and Projects' ($11,300,000) operations.  In 
         addition, compliance with recently promulgated standards and 
         guidelines under the Clean Air Act Amendments of 1990 may require 
         additional capital expenditures of $30,000,000 during the next four 
         years.

         27.   Information Concerning Business Segments

                  Ogden classifies its business segments as Services and 
         Projects.  The Services segment includes principally ground 
         services, fueling, cargo, food catering, and related services to the 
         aviation industry;  food and beverage, janitorial, maintenance, and 
         other services related to the management and operations of arenas, 
         stadiums, amphitheaters, and parks;  management, maintenance, 
         security, janitorial, and related services to commercial office 
         buildings and industrial and other facilities; and professional 
         technical and environmental consulting services to a wide range of 
         customers.  The Projects segment includes all of Ogden's 
         waste-to-energy activities, its independent power business, the
         operation of two geothermal power stations and related well field 
         activities and a hydroelectric power station, its water and wastewater 
         project business, and its construction activities all of which 
         activities are commonly managed by Projects.

                      The operations of these two segments are performed 
         principally in the United States.


         Revenues and income from continuing operations 
         (expressed in thousands of dollars) for the years ended December 31, 
         1995, 1994, and 1993, were as follows:


                                        1995          1994             1993
                                                        

Revenues:
Services...................       $1,560,987     $1,379,450      $1,330,104
Projects...................          624,006        725,097         705,756

Total revenues.............       $2,184,993     $2,104,547      $2,035,860

Income from Operations:
Services...................       $  (17,832)    $   50,674      $   60,193
Projects...................           79,382        104,137          80,272

Total income from operations....      61,550        154,811         140,465

Equity in Net Income of Investees 
and Joint Ventures:
Services........................       2,443          2,045           3,418
Projects........................       4,423          5,638           3,477

Total...........................      68,416        162,494         147,360

Corporate unallocated income and 
  expenses net                       (12,525)       (12,184)        (10,751)
Corporate interest net.......        (15,365)       (10,946)        (11,108)

Consolidated Income from 
Continuing Operations 
Before Income Taxes and 
Minority Interest                 $   40,526     $  139,364      $  125,501


                      In 1995, income from operations of Services and
         Projects reflects pretax charges of $56,900,000 and $12,400,000, 
         respectively, reflecting the adoption of SFAS No. 121 and other 
         unusual charges (see Notes 21 and 22).

                      Services' revenues include $250,300,000, $248,500,000, 
         and $245,100,000 from the United States government contracts for the 
         years ended December 31, 1995, 1994, and 1993, respectively.

                      Total revenues by segment reflect sales to unaffiliated 
         customers.  In computing income from operations, none of the 
         following have been added or deducted:  unallocated corporate 
         expenses, nonoperating interest expense, interest income, and income 
         taxes.


              A summary (expressed in thousands of dollars) of 
         identifiable assets, depreciation and amortization, and capital 
         additions of continuing operations for the years ended December 31, 
         1995, 1994, and 1993, is as follows:
                                                                          

                             Identifiable     Depreciation and       Capital
                                   Assets         Amortization     Additions
                                                          

1995
Services..........             $  903,218           $ 45,344       $ 57,424
Projects..........              2,558,411             63,397         35,391
Corporate.........                191,042                863             11

Consolidated......             $3,652,671           $109,604       $ 92,826

1994
Services..........             $  800,011           $ 39,658       $ 37,207
Projects..........              2,556,655             49,061         82,418
Corporate.........                288,220              1,826             22

Consolidated......             $3,644,886           $ 90,545       $119,647

1993
Services..........             $  719,964           $ 35,973       $ 33,877
Projects..........              2,361,499             47,186         81,852
Corporate.........                259,266              2,484            471

Consolidated......             $3,340,729           $ 85,643       $116,200


         28.   Supplemental Disclosure of Cash Flow Information



(Expressed in thousands of dollars)         1995         1994         1993
                                                           

Cash Paid for Interest and Income Taxes:
Interest (net of amounts capitalized)     $140,878    $119,188      $114,381
Income taxes                                 9,885       8,298         3,197

Noncash Investing and Financing 
Activities:
Conversion of preferred shares for 
 common shares                                   4           3             5
Conversion of debentures for common 
 shares                                                                1,287
Contract acquisition costs, etc.                                      22,539 
Future contract obligations                                          (22,539) 
Purchase of Minority Interest:
Common stock issued                                     94,446
Adjustment to net assets for excess 
 of purchase price over book value
 of net assets acquired                                 21,589

Detail of Entities Acquired:
Fair value of assets acquired               32,293     158,212       76,875
Liabilities assumed                        (16,819)   (125,808)     (22,651)
Net cash paid for acquisitions              15,474      32,404       54,224


         29.   Fair Value of Financial Instruments

                  The following disclosure of the estimated fair value of 
         financial instruments is made in accordance with the requirements of 
         SFAS No. 107, "Disclosures About Fair Value of Financial 
         Instruments."  The estimated fair-value amounts have been determined 
         using available market information and appropriate valuation 
         methodologies.  However, considerable judgment is necessarily 
         required in interpreting market data to develop estimates of fair 
         value.  Accordingly, the estimates presented herein are not 
         necessarily indicative of the amounts that Ogden would realize in 
         a current market exchange.


                 The estimated fair value (expressed in thousands of 
         dollars) of financial instruments at December 31, 1995 and 1994, is 
         summarized as follows:


                                       1995                    1994
                               Carrying    Estimated   Carrying    Estimated
                                 Amount   Fair Value     Amount   Fair Value
                                                      

Assets:
Cash and cash equivalents    $   96,782  $   96,782  $  117,359   $  117,359
Marketable securities 
 available for sale              30,477      30,477      99,086       99,086
Receivables                     789,397     791,712     743,480      748,807
Restricted funds                313,789     315,987     318,699      317,631
Other assets                      4,957       4,957      12,900       12,900

Liabilities:
Long-term debt                  299,247     322,016     307,876      298,648
Convertible subordinated 
 debentures                     148,650     137,608     148,650      119,770
Project debt                  1,606,977   1,694,722   1,639,267    1,661,813
Other liabilities                76,944      79,449      34,906       28,794

Off Balance-Sheet Financial 
Instruments:
Unrealized losses on interest 
 rate swap agreements                         6,839                    9,355
Unrealized gains on interest 
 rate swap agreements                         1,103                    8,716


                      The following methods and assumptions were used to 
         estimate the fair value of each class of financial instruments for 
         which it is practicable to estimate that value:

                      For cash and cash equivalents, the carrying value of 
         these amounts is a reasonable estimate of their fair value.  The 
         fair value of long-term unbilled receivables is estimated by using a 
         discount rate that approximates the current rate for comparable 
         notes.  Marketable securities' fair values are based on quoted 
         market prices or dealer quotes.  The fair value of restricted funds 
         held in trust is based on quoted market prices of the investments
         held by the trustee.  The fair value of noncurrent receivables is 
         estimated by discounting the future cash flows using the current 
         rates at which similar loans would be made to such borrowers based 
         on the remaining maturities, consideration of credit risks, and 
         other business issues pertaining to such receivables.  Other assets, 
         consisting primarily of insurance and escrow deposits and other 
         miscellaneous financial instruments used in the ordinary course of 
         business, are valued based on quoted market prices or other 
         appropriate valuation techniques.

                      Fair values for short-term debt and long-term debt were 
         determined based on interest rates that are currently available to 
         the Corporation for issuance of debt with similar terms and 
         remaining maturities for debt issues that are not traded or quoted 
         on an exchange.  With respect to convertible subordinated 
         debentures, fair values are based on quoted market prices.  The 
         fair value of project debt is estimated based on quoted market prices 
         for the same or similar issues.  Other borrowings and liabilities 
         are valued by discounting the future stream of payments using the 
         incremental borrowing rate of the Corporation.  The fair value of the 
         Corporation's interest rate swap agreements is the estimated amount 
         that the Corporation would receive or pay to terminate the swap 
         agreements at the reporting date based on third-party quotations.  
         The fair value of Ogden financial guarantees provided on behalf of 
         ITO and customers (see Note 26) would be zero because Ogden receives 
         no fees associated with such commitments.

                      The fair-value estimates presented herein are based on 
         pertinent information available to management as of December 31, 
         1995 and 1994.  Although management is not aware of any factors that 
         would significantly affect the estimated fair-value amounts, such 
         amounts have not been comprehensively revalued for purposes of these 
         financial statements since that date, and current estimates of fair 
         value may differ significantly from the amounts presented herein.


Independent Auditors' Report
Deloitte & Touche llp                                                         
Two World Financial Center
New York, NY 10281

The Board of Directors and Shareholders of Ogden Corporation:

      We have audited the accompanying consolidated balance sheets of Ogden 
Corporation and subsidiaries as of December 31, 1995 and 1994 and the related 
statements of shareholders' equity, consolidated income and cash flows for 
each of the three years in the period ended December 31, 1995.  These 
financial statements are the responsibility of the Corporation's management.  
Our responsibility is to express an opinion on these financial statements
based on our audits.  

      We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.  

      In our opinion, such financial statements present fairly, in all 
material respects, the financial position of the companies at December 31,
1995 and 1994 and the results of their operations and cash flows for each
of the three years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.  

      As discussed in Note 1 to the financial statements, in 1995 the 
Corporation adopted Statement of Financial Accounting Standards No. 121 
relating to long-lived assets and long-lived assets to be disposed of.  In 
1994 the Corporation changed its methods of accounting for postemployment 
benefits to conform with Statement of Financial Accounting Standards No. 112 
and for certain investments in debt and equity securities to conform with 
Statement of Financial Accounting Standards No. 115.  In 1993, the 
Corporation changed its method of accounting for postretirement benefits 
other than pensions to conform with Statement of Financial Accounting 
Standards No. 106.  

February 5, 1996

Ogden Corporation and Subsidiaries
Report of Management

      Ogden's management is responsible for the information and 
representations contained in this annual report.  Management believes that 
the financial statements have been prepared in conformity with generally 
accepted accounting principles appropriate in the circumstances to reflect in 
all material respects the substance of events and transactions that should be 
included and that the other information in the annual report is consistent 
with those statements.  In preparing the financial statements, management 
makes informed judgments and estimates of the expected effects of events 
and transactions currently being accounted for.

    In meeting its responsibility for the reliability of the financial 
statements, management depends on the Corporation's internal control 
structure.  This structure is designed to provide reasonable assurance that 
assets are safeguarded and transactions are executed in accordance with 
management's authorization and recorded properly to permit the preparation of 
financial statements in accordance with generally accepted accounting 
principles.  In designing control procedures, management recognizes that 
errors or irregularities may nevertheless occur.  Also, estimates and 
judgments are required to assess and balance the relative cost and expected 
benefits of such controls.  Management believes that the Corporation's 
internal control structure provides reasonable assurance that errors or 
irregularities that could be material to the financial statements are 
prevented and would be detected within a timely period by employees in the 
normal course of performing their assigned functions.

    The Board of Directors pursues its oversight role for these financial 
statements through the Audit Committee, which is composed solely of 
nonaffiliated directors.  The Audit Committee, in this oversight role, meets 
periodically with management to monitor their responsibilities.  The Audit 
Committee also meets periodically with the independent auditors and the 
internal auditors, both of whom have free access to the Audit Committee 
without management present. 

    The independent auditors elected by the shareholders express an opinion 
on our financial statements.  Their opinion is based on procedures they 
consider to be sufficient to enable them to reach a conclusion as to the 
fairness of the presentation of the financial statements.



R. Richard Ablon                             Philip G. Husby
President and                                Senior Vice President,
Chief Executive Officer                      Chief Financial Officer, and
                                             Treasurer


Ogden Corporation and Subsidiaries
Quarterly Results of Operations


1995 Quarter Ended             March 31     June 30     Sept. 30      Dec. 31
(In thousands of dollars, 
except per-share amounts)
                                                         

Total revenues........         $502,408    $537,645     $588,402     $556,538

Gross profit..........          $85,650     $82,406     $106,547      $31,330

Net income............          $12,092     $10,080      $23,828     $(38,556)

Earnings (loss) per 
 common share.........            $0.24       $0.21        $0.48       $(0.78)

Earnings (loss) per 
 common share
 assuming full dilution            $0.24       $0.21        $0.48       $(0.78)




1994 Quarter Ended             March 31     June 30     Sept. 30      Dec. 31
(In thousands of dollars, 
except per-share amounts)
                                                         

Total revenues..........       $478,424    $526,424     $544,296     $555,403

Gross profit............        $86,381     $95,975      $95,852      $99,779

Income before cumulative 
 effect of a change 
 in accounting principle        $15,328     $17,640      $18,742      $16,116
Cumulative effect of a change 
 in accounting principle         (1,520)

Net income...............       $13,808     $17,640      $18,742      $16,116

Earnings (Loss) Per Common
Share:
Income before cumulative 
 effect of a change 
 in accounting principle          $0.35       $0.40        $0.43        $0.37
Cumulative effect of a change 
 in accounting principle          (0.03) 

Total....................         $0.32       $0.40        $0.43        $0.37

Earnings (Loss) Per Common 
Share Assuming Full Dilution:
Income before cumulative 
 effect of a change 
 in accounting principle          $0.34       $0.40        $0.43        $0.37
Cumulative effect of a change 
 in accounting principle          (0.03) 

Total.....................        $0.31       $0.40        $0.43        $0.37

The cumulative effect of a change in accounting principle reflects the
adoption of SFAS No. 112, "Employers' Accounting for Postemployment
Benefits," effective January 1, 1994.


Ogden Corporation and Subsidiaries
Price Range of Stock and Dividend Data


                                             1995                1994
                                        High      Low       High       Low
                                                         

Common:
First Quarter..........                21 1/2    18 1/2    24 3/8     21 3/4
Second Quarter.........                22 3/8    19 7/8    23 3/8     19 7/8
Third Quarter..........                23 7/8    22        23 1/8     20 1/2
Fourth Quarter.........                24        19 7/8    21 5/8     17 3/4 
Preferred:
First Quarter..........               120       113 1/2   137        137
Second Quarter.........                    Not Traded     128 1/2    128 1/2
Third Quarter..........               134 3/8   134 3/8   131 1/2    131 1/2
Fourth Quarter.........               139       133 5/8   122        122


Quarterly common stock dividends of  $.3125 per share were paid to 
shareholders of record for the four quarters of 1995 and 1994, 
the dividends for the last quarters of 1995 and 1994 being paid in January of 
the subsequent years.  Quarterly dividends of $.8376 were paid for the four 
quarters of 1995 and 1994 on the $1.875 preferred stock.  

Ogden common and $1.875 preferred stocks are listed on the New York Stock 
Exchange.  

EX-21

EXHIBIT 21
                                                       December 31, 1995

                   OGDEN CORPORATION - U.S. SUBSIDIARIES
                (See Attachment A for foreign subsidiaries)

                                              PERCENT   DOMESTIC
COMPANY                                      OWNERSHIP   STATE  

Ogden Corporation                                       Delaware

  Ogden Management Services, Inc.               100     Delaware
    OFS Equity of Babylon, Inc.                 100     New York
    OFS Equity of Huntington, Inc.              100     New York

  Ogden Services Corporation                    100     Delaware
    Firehole Entertainment Corp.                100     Delaware
    Ogden Asia Pacific Services, Inc.           100     Delaware
      (See attachment A for subsidiaries)
    Ogden Central and South America, Inc.       100     Delaware
      (See attachment A for subsidiaries)
    Ogden International Europe Inc.             100     Delaware
      (See Attachment A for subsidiaries)
    Ogden Environmental and Energy Services
          Co., Inc.                             100     Delaware
      Analytical Technologies, Inc.             100     Delaware
        Analytical Technologies of 
            California, Inc.                    100     California
        Analytical Technologies of Alaska, Inc. 100     Alaska
      G A Technical Services, Inc.              100     Tennessee
      Multiple Dynamics Corporation             100     Michigan
      Ogden Environmental and Energy Services
          Co., Inc. of Ohio                     100     Ohio
      Ogden Environmental & Engineering
          Services Co., Inc.                    100     N. Carolina
      Ogden Environmental Services Alaska
          Co., Inc.                             100     Delaware
      Ogden Remediation Services Co., Inc.      100     Florida
    Ogden Entertainment Services, Inc.          100     Delaware
      Doggie Diner, Inc.                        100     Delaware
      Offshore Food Service, Inc.               100     Louisiana
        Gulf Coast Catering Company, Inc.       100     Louisiana
      Ogden Allied Security Services, Inc.      100     Delaware
      Ogden American Food Services, Inc.        100     Ohio
      Ogden Aviation Food Services, Inc.        100     Delaware
        Ogden Aviation Food Services (ALC), Inc 100     New York
      Ogden-Burtco Services, Inc.               100     Washington
        Alpine Food Products, Inc.              100     Washington
        Ogden Facility Management 
            of Alaska, Inc.                     100     Alaska
      Ogden Entertainment Services of 
            Indiana, Inc.                       100     Delaware

Ogden Corporation                                                    Page 2
  Ogden Services Corporation
    Ogden Entertainment Services, Inc. (con't.)

      Ogden Facility Management Corporation     100     New York
      Ogden Facility Management Corporation
          of Anaheim                            100     California
      Ogden Facility Management Corporation
          of California                         100     California
      Ogden Facility Management Corporation
          of Huntington                         100     W. Virginia
      Ogden Facility Management Corporation
          of Iowa                               100     Iowa
      Ogden Facility Management Corporation
          of Pensacola                          100     Florida
      Ogden Facility Management Corporation
          of West Virginia                      100     W. Virginia
      Ogden Food Service Corporation            100     Delaware
        Ogden Confection Corporation            100     Delaware
      Ogden Food Service Corporation of
          Connecticut                           100     Connecticut
      Ogden Food Service Corporation of
          Indiana                               100     Indiana
      Ogden Food Service Corporation of
          Kansas                                100     Kansas
      Ogden Food Service Corporation of
          Miami, Inc.                           100     Florida
      Ogden Food Service Corporation of
          Milwaukee                             100     Wisconsin
      Ogden Food Service Corporation of
          Texas                                 100     Texas
      Ogden Food Service Corporation of
          Wisconsin                             100     Wisconsin
      Ogden Leisure, Inc.                       100     Delaware
        Ogden Fairmount, Inc.                   100     Delaware
      Ogden Leisure Services of New York, Inc.  100     New York

    Ogden Technology Services Corporation       100     Delaware
      Applied Data Technology, Inc.             100     California
      InterCAD Corporation                      100     Maryland
      Ogden/ERC Aviation Technology Services, 
          Inc.                                  100     Delaware
      Ogden Professional Services Corporation   100     Virginia
      Ogden Range Services, Inc.                100     Delaware
        Logistics Operations, Inc.              100     Virginia
      Ogden Support Services, Inc.              100     Delaware
      W. J. Schafer Associates, Inc.            100     Mass.
        Laser Corporation of America             49.92  Mass.
          Laser Royalties, Inc.                 100     Delaware

    Ogden Allied Maintenance Corporation        100     New York
      Atlantic Design Company, Inc.             100     New York
        Atlantic Design Technicals, Inc.        100     New Jersey
        Lenzar Electro-Optics, Inc.             100     Delaware
      Ogden Allied Payroll Services, Inc.       100     New York
      Ogden CISCO, Inc.                         100     Delaware
        Ogden CISCO Maintenance, Inc.           100     Delaware
      Ogden Communications, Inc.                100     Delaware
Ogden Corporation                                                    Page 3
  Ogden Services Corporation
    Ogden Allied Maintenance Corporation (con't.)

      Ogden Aviation Services, Inc. Inc.        100     Delaware
        Ogden Aviation Distributing Corp.       100     New York
        Ogden Aviation Fleet Corp.              100     Delaware
        Ogden Aviation Fueling Company, Inc.    100     Delaware
        Ogden Aviation Fueling Company of
           Atlanta, Inc.                        100     Georgia
        Ogden Aviation Fueling Company of
           Houston, Inc.                        100     Texas
        Ogden Aviation Fueling Company of
           St. Louis, Inc.                      100     Delaware
        Ogden Aviation Fueling Company of
           Texas, Inc.                          100     Texas
        Ogden Aviation Fueling Company of
           Virginia, Inc.                       100     Delaware
        Ogden Aviation Service Company of
           Colorado, Inc.                       100     Colorado
        Ogden Aviation Service Company of
           Hawaii, Inc.                         100     Hawaii
        Ogden Aviation Service Company of
           Kansas City, Inc.                    100     Missouri
        Ogden Aviation Service Company of
           New Jersey, Inc.                     100     New Jersey
        Ogden Aviation Service Company of
           New York, Inc.                       100     New York
          Ogden Ground Services, Inc.           100     Delaware
            ARA Sunset Airport Systems, Inc.    100     California
            Kenworthy Air Freight Services, Inc 100     Indiana
        Ogden Aviation Service Company of
           Pennsylvania, Inc.                   100     Penn.
        Ogden Aviation Service Company of
           Texas, Inc.                          100     Delaware
        Ogden Aviation Service Company of
           Washington, Inc.                     100     Delaware
        Ogden Aviation Service International
           Corporation                          100     New York
          Ogden Aviation, Inc.                  100     Delaware
          Ogden Aviation Security Services of
             Indiana, Inc.                      100     Indiana
        Ogden Aviation Terminal Services, Inc.  100     Mass.
        Ogden Consolidated Aviation Services of
           Houston, Inc.                        100     Texas
        Ogden New York Services, Inc.           100     New York
        Ogden Pipeline Services Corporation     100     Delaware


Ogden Corporation                                                    Page 4
  Ogden Services Corporation
    Ogden Allied Maintenance Corporation (con't.)

      Ogden Facility Holdings, Inc.             100     Delaware
        Ogden Facility Services, Inc.           100     Delaware
          Hawaiian Building Maintenance Company,
             Limited                            100     Hawaii
          Ogden Allied Building & Airport 
             Services Inc.                      100     Delaware
          Ogden Allied Building Service 
             Corporation                        100     Delaware
          Ogden Allied Commercial Cleaning 
             Systems Corporation                100     California
          Ogden Allied Eastern States 
             Maintenance Corporation            100     Delaware
          Ogden Allied Maintenance Company of
             Hawaii, Inc.                       100     Hawaii
          Ogden Allied Maintenance Corporation
             of New England                     100     Mass.
          Ogden Allied Maintenance Corporation
             of Pennsylvania                    100     Delaware
          Ogden Allied Maintenance Corporation
             of Texas                           100     Texas
          Ogden Allied Service Agency 
             Corporation                        100     Delaware
          Ogden Allied Window Cleaning Company, 
             Inc.                               100     New York
          Ogden Industrial Services, Inc.       100     Delaware
          Ogden Plant Maintenance Company, Inc. 100     New Jersey
          Ogden Plant Maintenance Company of
             Missouri                           100     Missouri
          Ogden Plant Maintenance Company of
             North Carolina                     100     N. Carolina

    Ogden Resource Recovery Support Services,
        Inc.                                    100     Delaware
      Ogden Plant Services of New Jersey, Inc.  100     New Jersey

    Ogden Water Treatment Support 
        Services, Inc.                          100     Delaware

    Ogden Allied Abatement & Decontamination
        Service, Inc.                           100     New York

  Ogden Projects, Inc.                          100     Delaware
    (See Attachment B for subsidiaries)


Ogden Corporation (con't.)                                           Page 5

  Ogden Financial Services, Inc.                100     Delaware
    B D C Liquidating Corp.                     100     Delaware
      Bouldin Development Corp.                 100     California
      Ogden Bulk Systems Company, Inc.           90     New York
    BiE Leasing Company                         100     Delaware
    Greenway Insurance Company of Vermont       100     Vermont
    International Terminal Operating Co., Inc.   50     Delaware 
    OFS Equity of Delaware, Inc.                100     Delaware
      OFS Equity of Alexandria/Arlington, Inc.  100     Virginia
      OFS Equity of Indianapolis, Inc.          100     Indiana
      OFS Equity of Stanislaus, Inc.            100     California
    Ogden Allied Financial Services Corporation 100     Delaware
      Ogden Allied Maintenance Securities, Inc. 100     Delaware
        Denver Fuel Facilities Corporation      100     Colorado
        Kansas City International Fueling
            Facilities Corporation              100     Missouri
        LaGuardia Fuel Facilities Corporation   100     New York
        Lambert Field Fueling Facilities
            Corporation                         100     Delaware
        Love Field Fueling Facilities 
            Corporation                         100     Texas
        Newark Automotive Fuel Facilities
            Corporation                         100     New Jersey
        Ogden Allied Facilities, Inc.           100     New York
        Philadelphia Fuel Facilities 
            Corporation                         100     Penn.

  Rototest Laboratories, Inc.                    91     California


                                                                   12/31/95
                               ATTACHMENT A
                 OGDEN CORPORATION - FOREIGN SUBSIDIARIES

                                                       PERCENT   DOMESTIC
                                                       OWNERSHIP COUNTRY 
Ogden Corporation

  Ogden Projects, Inc.                                    100    DE/U.S.A.

    Ogden Martin Systems, Inc.                            100    DE/U.S.A.
      Ogden Martin Systems, Ltd.                          100    Ontario
        Ogden Martin Systems of Nova Scotia, Ltd.         100    Nova Scotia

    Ogden Power Development, Inc.                         100    Delaware
      Ogden Power Development of Bolivia, Inc.            100    Delaware
        Ogden Power Development of Bolivia, Ltd.          100    Cayman
                                                                 Islands

    Ogden Projects Asia Pacific Limited                    50    Hong Kong
       (50% held by Ogden Power Systems, Inc.)

    Ogden Projects GmbH                                   100    Germany

    Ogden Projects Holdings, Inc.                         100    DE/U.S.A.
      Ogden Projects (U.K.) Limited                       100    U.K.
        Ogden Projects (Birmingham) Limited               100    U.K.

    Ogden Projects of Hamilton, Ltd.                      100    Ontario

    Ogden Projects of London, Ltd.                        100    Ontario

    Ogden Waste Treatment Services, Inc.                  100    DE/U.S.A.
      Ogden Environmental Services Limited                100    Canada

    Ogden Water Holdings, Inc.                            100    DE/U.S.A.
      Ogden Water Systems, Inc.                           100    DE/U.S.A.
        Ogden Yorkshire Water of Canada, Ltd.              55    Ontario

    OPI Quezon, Inc.                                      100    Delaware
      Ogden Quezon Power, Inc.                             75    Cayman
                                                                 Islands
    Projets Ogden Quebec Inc.                             100    Quebec

  Ogden Services Corporation                              100    DE/U.S.A.

    Ogden Aviation Services Limited                       100    U.K.
      Ogden Aviation Engineering Limited                  100    U.K.
      Ogden Entertainment Services (UK) Ltd.              100    U.K.
         Ogden Basketball (Newcastle) Limited              60    U.K.
         Ogden Ice Hockey Limited                         100    U.K.
         Ogden Entertainment Services (Ireland) Limited    19    U.K.
      Ogden SkyCare Cargo Limited                         100    U.K.
        SkyCare Limited                                   100    U.K.
        Air Cargo Enterprises Limited                      50    U.K.


                                                                   Page A-2

Ogden Corporation
  Ogden Services Corporation (con't.)

    Ogden Asia Pacific Services, Inc.                     100    DE/USA
      IEA of Japan Company Ltd.                            50    Japan
      HO/Ogden Investimentos e Transportes, Limitada       51    Macau
      Ogden Aviation (Hong Kong) Limited                  100    Hong Kong
      Ogden Aviation Services (NZ) Limited                100    New Zealand
      Ogden International Facilities 
          Corporation (Asia Pacific) Pty Ltd.             100    Australia
        Ogden International Facilities 
            Corporation (Australia) Pty Ltd.               50    Australia
          International Facilities Corporation
               (Cairns) Pty Ltd.                          100    Australia
          International Facilities 
               Corporation (NZ) Pty Ltd.                  100    New Zealand
          International Facility Corporation
               (Newcastle) Ltd.                           100    U.K.
          International Facility Corporation
               (Hong Kong) Pty Ltd.                        *     Hong Kong
          * Boscastle Ltd and Coverack Ltd
            are shareholders due to residency
            requirements.

    Ogden Central and South America, Inc.                 100    DE/USA
      Ogden/Air Aruba Ground Services N.V.                 49    Aruba
      Ogden Argentina, S.A.                               100    Argentina
      Ogden Aviation Services (Chile) Ltda.                99    Chile
      (1% held by Ogden Asia Pacific Services Inc.)
        Aviation Services Leader S.A.                      80    Chile
      Ogden Aviation Services Dominicana, S.A.             99    Dominican
                                                                 Rep.
      Ogden Aviation Services (Panama) Corp.               85    Panama
        Ogden Ground Services of Panama Corp.              75    Panama
      Ogden Aviation Services (Venezuela), S.A.           100    Venezuela
        Ogden Ground Services Caracas, C.A.               100    Venezuela
      Ogden do Brazil Participacoes S/C Ltda.             100    Brazil
        Ogden Hellen's International Ltda.                 60    Brazil
        Ogden - Servicos de Atendimento
            Aeroterrestre Ltda. ("SERVAIR")               100    Brazil
        Ogden Alimentos Comercio e Servicoes Ltda.        100    Brazil
      Ogden Ground Services, Inc.                         100    Virgin
          (St. Thomas)                                           Islands
      Ogden Saint Maarten Ground                          100    Netherlands
          Services, N.V.                                         Antilles
      Ogden, S. de R.L. de C.V.                            66.67 Mexico
      Ogden Servair Servicios Aeroportuarios, S.A.         50    Mexico
      Ogden Servicios Aeroportuarios, SA de CV             94.9  Mexico
      Ogden SEITSA Leasing, S.A. de C.V.                   94.9  Mexico
      Ogden Sint Maarten Ground Services N.V.             100    Netherlands
                                                                 Antilles
      Ogden & Talma Aviation Services of Peru S.A.         54    Peru


                                                                   Page A-3

Ogden Corporation
Ogden Services Corporation (con't.)

    Ogden International Europe Inc.                       100    DE/U.S.A.
      Ogden Atlantic Design (Europe) Limited              100    Ireland
      Ogden Holdings B.V.                                 100    Netherlands
        Compania General de Sondeos CGS, S.A.             100    Spain
        Czech-Ogden Airhandling s.r.o.                     50    Czech. Rep.
        KCL Ogden Aviation Services (Private) Limited      50    Pakistan
        Ogden Aviation (Schiphol) B.V.                    100    Netherlands
          Ogden Cargo B.V.                                100    Netherlands
        Ogden Aviation Spain S.A.                         100    Spain
          Ogden Aviation Services, S.A.                   100    Spain
        Ogden Entertainment Services Portugal, S.A.       100    Portugal
        Ogden Entertainment Services Spain, S.A.          100    Spain
        Ogden Power Agua y Energia Torre Pacheco, S.A.     83.3  Spain
        Sezai Turkes Feyzi Akkaya Ogden Hizmet 
           Ve Isletmecilik A.S.                            50    Turkey
           ("STFA Ogden Maintenance and Service Co.")
        Ogden Holdings (Deutschland) GmbH                 100    Germany
          Ogden Allied Services GmbH                      100    Germany
          Ogden Aviation Services GmbH & Co. KG           100    Germany
          Ogden Services GmbH Gesellschaft fur Kultur-, 
             Medien- und Veranstaltungsmanagement         100    Germany
          Ogden Tegel Verwaltungs GmbH                    100    Germany
               (formerly DAN AIR Services GmbH)
            Tegel Aircraft Handling GmbH                  100    Germany
          Verwaltung Ogden Aviation Services GmbH         100    Germany

    Ogden Environmental and Energy Services Co., Inc.     100    DE/U.S.A.
      Ogden umwelt und energie systeme GmbH               100    Germany
        IEAL energie consult GmbH                         100    Germany
          IEAL energie + umwelt consult, Berlin           100    Germany
      Olmec Insurance, Ltd.                               100    Bermuda

    Ogden Entertainment Services, Inc.                    100    DE/U.S.A.
      Ogden Entertainment Services (Canada) Inc.          100    Canada
        Fortier Associates International, Inc.            100    Canada
        The Ogden Northmount Evergreen Group Limited      100    Canada
        Ogden Palladium Services (Canada) Inc.            100    Canada
      Ogden Entertainment Services de Mexico, SA de CV    100    Mexico
      Servicios de Alimentos Bebidas Especializados, 
               SA de CV                                   100    Mexico

    Ogden Allied Maintenance Corporation                  100    NY/U.S.A.
      Atlantic Design Company, Inc.                       100    NY/U.S.A.
        Datacom de Mexico, S.A. de C.V.                   100    Mexico
      Ogden Facility Services, Inc.                       100    DE/U.S.A.
        Ogden Allied Eastern States Maintenance
            Corporation                                   100    DE/U.S.A.
          Ogden Servicios de Seguridad, S.A.              100    Costa Rica
          Ogden Agencia de Seguridad, S.A.                100    Panama
      Allied Aviation Service Company of 
            Newfoundland, Ltd.                            100    Canada

                                                                   Page A-4

Ogden Corporation
  Ogden Services Corporation
    Ogden Allied Maintenance Corporation (con't.)

      Ogden Services of Canada Inc.                       100    Canada
        Cafas Inc.                                        100    Canada
          Airconsol Aviation Services Ltd.                100    Canada
            Ogden Ground Services (Canada) Ltd.           100    Canada
              Aircraft Services Ltd.                      100    Canada
        Consolidated Aviation Fueling of Toronto Limited  100    Ontario
        Consolidated Aviation Services of Alberta Limited 100    Canada
        Ogden Allied Security Services Inc.               100    Canada
        Ogden Allied Services Inc.                        100    Canada
                               ATTACHMENT B                       12/31/95
                 OGDEN PROJECTS, INC. - U.S. SUBSIDIARIES
                (See Attachment A for foreign subsidiaries)

                                                        PERCENT   DOMESTIC
COMPANY                                                OWNERSHIP   STATE  

Ogden Projects, Inc.                                      100     Delaware
  Ogden Energy, Inc.                                      100     Delaware
    Ogden Power Corporation                               100     Delaware
      Geothermal, Inc.                                    100     Virginia
      Imperial Power Services, Inc.                       100     California
      New Martinsville Hydro-Operations Corporation       100     W. Virginia
      Ogden Brandywine Operations, Inc.                   100     Delaware
      Ogden Geothermal Operations, Inc.                   100     Delaware
      Ogden Hydro Operations, Inc.                        100     Tennessee
      Ogden Oil & Gas, Inc.                               100     Delaware
      Ogden Power Equity Corporation                      100     Delaware
        Catalyst New Martinsville Hydroelectric
              Corporation                                 100     Delaware
        ERC Energy, Inc.                                  100     Delaware
        Ogden Heber Field Energy, Inc.                    100     Delaware
        Ogden Hydro Energy, Inc.                          100     Delaware
      Ogden Power International Holdings, Inc.            100     Delaware
      Ogden SIGC Energy, Inc.                             100     Delaware
        AMOR 14 Corporation                               100     Delaware
      Ogden SIGC Energy II, Inc.                          100     California
      Ogden SIGC Geothermal Operations, Inc.              100     California
    Ogden Power Development, Inc.                         100     Delaware
      Ogden Power Development of Bolivia, Inc.            100     Delaware
        Ogden Power Development of Bolivia, Ltd.          100     Cayman
                                                                  Islands
  Ogden Energy Resource Corp.                             100     Delaware
  Ogden Land Management, Inc.                             100     Delaware
    Ogden Land Management of Warren, Inc.                 100     New Jersey
    Ogden Projects, of Campo, Inc.                        100     California
  Ogden Martin Systems, Inc.                              100     Delaware
    Grey Acre Development Corporation                     100     Mass.
    Ogden Engineering Services, Inc.                      100     New Jersey
    Ogden Marion Land Corp.                               100     Oregon
    Ogden Martin Systems of Alexandria/Arlington, Inc.    100     Virginia
    OMS Equity of Alexandria/Arlington, Inc.              100     Virginia
    Ogden Martin Systems of Babylon, Inc.                 100     New York
    Ogden Martin Systems of Bristol, Inc.                 100     Connecticut
    Ogden Martin Systems of Clark, Inc.                   100     Ohio
    OMSC One, Inc.                                        100     Delaware
    OMSC Two, Inc.                                        100     Delaware
    OMSC Three, Inc.                                      100     Delaware
    OMSC Four, Inc.                                       100     Delaware
    Ogden Martin Systems of Dakota, Inc.                  100     Minnesota
    Ogden Martin Systems of Eastern/Central 
          Connecticut, Inc.                               100     Connecticut
    Ogden Martin Systems of Fairfax, Inc.                 100     Virginia
    Ogden Martin Systems of Ford Heights, Inc.            100     Illinois
    Ogden Martin Systems of Haverhill, Inc.               100     Mass.
      Haverhill Power, Inc.                               100     Mass.
      LMI, Inc.                                           100     Mass.
      Ogden Omega Lease, Inc.                             100     Delaware
                                                                   Page B-2
Ogden Projects, Inc.
  Ogden Martin Systems, Inc. (con't.)

    Ogden Haverhill Properties, Inc.                      100     Mass.
    Ogden Martn Systems of Hillsborough, Inc.             100     Florida
    Ogden Martin Systems of Hudson, Inc.                  100     New Jersey
    Ogden Martin Systems of Huntington, Inc.              100     New York
    Ogden Martin Systems of Huntington 
        Resource Recovery One Corp.                       100     Delaware
    Ogden Martin Systems of Huntington 
        Resource Recovery Two Corp.                       100     Delaware
    Ogden Martin Systems of Huntington 
        Resource Recovery Three Corp.                     100     Delaware
    Ogden Martin Systems of Huntington 
        Resource Recovery Four Corp.                      100     Delaware
    Ogden Martin Systems of Huntington 
        Resource Recovery Five Corp.                      100     Delaware
    Ogden Martin Systems of Huntington 
        Resource Recovery Six Corp.                       100     Delaware
    Ogden Martin Systems of Huntington 
        Resource Recovery Seven Corp.                     100     Delaware
    Ogden Martin Systems of Huntsville, Inc.              100     Alabama
    Ogden Martin Systems of Indianapolis, Inc.            100     Indiana
    Ogden Martin Systems of Kent, Inc.                    100     Michigan
    Ogden Martin Systems of Knox, Inc.                    100     Tennessee
    NRG/Recovery Group, Inc.                              100     Florida
    Ogden Martin Systems of Lancaster, Inc.               100     Penn.
    Ogden Martin Systems of Lawrence, Inc.                100     Mass.
    Ogden Martin Systems of Lee, Inc.                     100     Florida
    Ogden Martin Systems of Long Island, Inc.             100     Delaware
    Ogden Martin Systems of L.A., Inc.                    100     Delaware
    Ogden Martin Systems of Marion, Inc.                  100     Oregon
    Ogden Martin Systems of Mercer, Inc.                  100     New Jersey
    Ogden Martn Systems of Montgomery, Inc.               100     Maryland
    Ogden Martin Systems of Morris, Inc.                  100     New Jersey
    Ogden Martin Systems of North Carolina, Inc.          100     N. Carolina
    Ogden Martin Systems of Oakland, Inc.                 100     Michigan
    Ogden Martin Systems of Onondaga, Inc.                100     New York
    Ogden Martin Systems of Onondaga Two Corp.            100     Delaware
    Ogden Martin Systems of Onondaga Three Corp.          100     Delaware
    Ogden Martin Systems of Onondaga Four Corp.           100     Delaware
    Ogden Martin Systems of Onondaga Five Corp.           100     Delaware
    OMS Onondaga Operations, Inc.                         100     Delaware
    Ogden Martin Systems of Pasco, Inc.                   100     Florida
    Ogden Martin Systems of Rhode Island, Inc.            100     R.I.
    Ogden Martin Systems of San Bernardino, Inc.          100     California
    Ogden Martin Systems of San Diego, Inc.               100     California
    Ogden Martin Systems of Stanislaus, Inc.              100     California
    OMS Equity of Stanislaus, Inc.                        100     California
    Ogden Martin Systems of Tulsa, Inc.                   100     Oklahoma
    Ogden Martin Systems of Union, Inc.                   100     New Jersey
  Ogden Power Systems 7, Inc.                             100     Delaware
  Ogden Projects Americas, Inc.                           100     Delaware
  Ogden Projects Holdings, Inc.                           100     Delaware
  Ogden Projects of Haverhill, Inc.                       100     Mass.
  Ogden Projects of Lawrence, Inc.                        100     Mass.

                                                                   Page B-3

Ogden Projects, Inc. (con't.)

  Ogden Recycling Systems, Inc.                           100     Delaware
    Ogden Recycling Systems of Chicago, Inc.              100     Illinois
    Ogden Recycling Systems of Fairfax, Inc.              100     Virginia
    Ogden Recycling Systems of Indianapolis, Inc.         100     Indiana
  Ogden Wallingford Associates, Inc.                      100     Connecticut
  Ogden Waste Treatment Services, Inc.                    100     Delaware
    Ogden Environmental Services of Houston, Inc.         100     Texas
      American Envirotech,Inc.                            100     Texas
    Stockton Soil Treatment Facility, Inc.                100     California
  Ogden Water Holdings, Inc.                              100     Delaware
    Ogden Water Systems, Inc.                             100     Delaware
    Ogden Water Systems of Jerusalem, Inc.                100     Delaware
    Ogden Water Systems of Lee County, Inc.               100     Florida
  OPI Quezon, Inc.                                        100     Delaware
  OPW Associates, Inc.                                    100     Connecticut
  OPWH, Inc.                                              100     Delaware
  RRS Holdings Inc.                                       100     Delaware
    Michigan Waste Energy Recovery, Inc.                  100     Delaware
    Oahu Waste Energy Recovery, Inc.                      100     California
    Ogden Projects of Hawaii, Inc.                        100     Hawaii
    Resource Recovery Systems of Connecticut, Inc.        100     Connecticut

EX-23

                                                       EXHIBIT 23


INDEPENDENT AUDITORS' CONSENT

Ogden Corporation:

We consent to the incorporation by reference in Registration
Statement Nos. 33-36658, 33-38489, 33-36667, 33-17558, 33-54143 of
Ogden Corporation on Forms S-8 of our reports dated February 5,
1996 (which express an unqualified opinion and include an
explanatory paragraph relating to the adoption of Statements of
Financial Accounting Standards Nos. 106, 112, 115, and 121)
appearing or incorporated by reference in this Annual Report on
Form 10-K of Ogden Corporation for the year ended December 31,
1995.


/s/Deloitte & Touche, LLP

New York, New York
March 27, 1996

EX-27

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND STATEMENT OF CONSOLIDATED INCOME OF THE
COMPANY AS OF AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.

<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                          96,782
<SECURITIES>                                    13,939
<RECEIVABLES>                                  634,683
<ALLOWANCES>                                    37,039
<INVENTORY>                                     36,583
<CURRENT-ASSETS>                               926,366
<PP&E>                                       2,400,023
<DEPRECIATION>                                 520,844
<TOTAL-ASSETS>                               3,652,671
<CURRENT-LIABILITIES>                          510,519
<BONDS>                                      2,044,186
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                         50
<COMMON>                                        24,734
<OTHER-SE>                                     522,194
<TOTAL-LIABILITY-AND-EQUITY>                 3,652,671
<SALES>                                        551,345
<TOTAL-REVENUES>                             2,184,993
<CGS>                                          518,457
<TOTAL-COSTS>                                1,465,249
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 7,204
<INTEREST-EXPENSE>                              30,491
<INCOME-PRETAX>                                 40,526
<INCOME-TAX>                                    34,237
<INCOME-CONTINUING>                              7,444
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,444
<EPS-PRIMARY>                                    $0.15
<EPS-DILUTED>                                    $0.15