SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.

Form U-57

NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS

Filing under Section 33(a) of the Public Utility
Holding Company Act of 1935, as amended (the "Act")

Ogden Bangladesh Operating, Ltd

(Name of foreign utility company)

Ogden Energy Group, Inc.
40 Lane Road
Fairfield, NJ 07007

(Name and address of filing company)

Communications regarding this Application should be addressed to the following
person:

Ogden Energy Group, Inc.

40 Lane Road
Fairfield, NJ 07007
Telephone: (973) 882- 9000
Facsimile: (973) 882-7355

ITEM 1

State the name of the entity claiming foreign utility company status, its
 business address, and a description of the facilities used for the
generation, transmission, and distribution of electric energy for sale or
for the distribution at retail of natural or manufactured gas. To the extent
known, identify each person that holds five percent or more of any class of
voting securities of the foreign utility company and describe the amount and
 nature of the interest.


Ogden Energy Group, Inc., acting on behalf of Ogden Bangladesh Operating, Ltd
 ("OBO"), hereby notifies the Commission, pursuant to Section 33(a) of the Act
and Rule 57 thereunder, that it is a foreign utility company within the
 meaning of Section 33(a) of the Act.

Name and Business Address

Ogden Bangladesh Operating, Ltd
IDB Bhaban (11th Floor)
1/8-A, Rokeya Sharani
Sher-e-B angla Nagar, Dhaka- 1207
Bangladesh

Description of Facilities

OBO will operate a barge mounted dual fuel (heavy oil / natural gas) engine
power plant (the "Facility"), consisting of eight diesel generator sets,
transformers and related onshore facilities, to be located in Haripur,
Bangladesh. The Facility will have an aggregate installed capacity of
 120 MW while operating on heavy fuel oil and 115 MW while operating
on natural gas. The Facility will also consist of a 132kV interconnecting
transmission line and associated equipment, which will be mounted on the barge
in order to connect the Facility to the facilities of the Bangladesh
Power Development Board (the "BPDB"). The Facility will supply power to BPDB,
 the state-owned generation and transmission utility in Bangladesh, pursuant
to a fifteen-year power purchase agreement. The Facility is currently under
construction and is expected to commence commercial operations in the next
few months.

OBO derives no part of its income, directly or indirectly, from the generation,
 transmission, or distribution at retail of natural or manufactured gas for
 heat, lights, or power, within the United States, and OBO is not a public
utility company operating in the United States.

Ownership

The ownership of OBO is as follows:

Ogden Bangladesh Operating, Ltd, a company organized under the laws of
Bangladesh, is a wholly-owned subsidiary of Ogden Energy India Investments
 Ltd., a company organized under the laws of Mauritius, which in turn is an
 indirect wholly-owned subsidiary of Ogden Energy Group, Inc., a company
organized under the laws of Delaware. Ogden Energy Group, Inc. is a
wholly-owned subsidiary of Ogden Corporation, a publicly traded company
organized under the laws of Delaware.

2

ITEM 2

State the name of any domestic associate public utility company and, if
applicable, its holding company, and a description of the relationship
between the foreign utility company and such company, and the purchase
price paid by any such domestic associate public utility company for its
interest in the foreign utility company.

Ogden Bangladesh Operating, Ltd is not associated with any domestic associate
 public utility company. However, Ogden Energy Group owns and/or operates,
through subsidiaries, exempt wholesale generators and
qualifying facilities.

EXHIBIT A

State certifications, as required under Section 33(a)(2) of the Act, have been
 received from the following state commissions and are attached hereto.

None.

SIGNATURE

The undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.

Ogden Energy Group, Inc.

By:/s/ Timothy J. Simpson
Timothy J. Simpson


Date: 05/26/99