8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


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

Date of Report (Date of earliest event reported):    June 5, 2000




                                OGDEN CORPORATION
             (Exact name of registrant as specified in the charter)

Delaware                         1-3122                      13-5549268
- ----------------------------     ------------------------    -------------------
(State or other jurisdiction     (Commission File Number)    (I.R.S. Employer
of incorporation)                                            Identification No.)


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


Registrant's telephone number, including area code: (212) 868-6000



                                      NONE
          (Former name or former address, if changed since last report)







Item 5.  OTHER EVENTS

         On June 5, 2000 Ogden Corporation issued a press release, a copy of
         which is attached hereto as Exhibit A.

Item 7.  FINANCIAL STATEMENTS AND EXHIBIT

         (a)      Financial Statements of business acquired: Not Applicable

         (b)      Pro forma financial information: Not Applicable

         (c)      Exhibit:

                  A)  Press Release of Ogden Corporation, dated June 5, 2000,
                      reporting that it had completed two major asset sales:
                      (i) the sale of its Food and Beverage Concessions and
                      Venue Management businesses to ARAMARK on June 2, 2000;
                      and (ii) the sale of its Jazzland Theme Park in New
                      Orleans to Alfa Alfa Holdings, S.A. of Greece on
                      May 31, 2000.





                                    SIGNATURE



         Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             OGDEN CORPORATION


Dated:   June 6, 2000                        By: /s/ William J. Metzger
                                                -----------------------------
                                                 William J. Metzger
                                                 Vice President and Chief
                                                 Accounting Officer

EX-99.A

                                OGDEN CORPORATION
                             Two Pennsylvania Plaza
                               New York, NY 10121


                                    EXHIBIT A


                                                            CONTACT: Eric Berman
                                                                     Adam Wiener
                                                                     David Lilly
                                                            at Kekst and Company
                                                                    212-521-4800
                                                                             or:
                                                           Raymond E. Dombrowski
                                                               Ogden Corporation
                                                                    212-868-6000


                              FOR IMMEDIATE RELEASE


                       OGDEN CLOSES TWO MAJOR TRANSACTIONS


          - MARKS MILESTONE IN TRANSITION TO PURE PLAY ENERGY COMPANY -
           - CLOSES FOOD AND BEVERAGE CONCESSIONS AND VENUE MANAGEMENT
                            AGREEMENT WITH ARAMARK -
         - COMPLETES WATER AND THEME PARK TRANSACTION WITH ALFA ALFA AS
                                JAZZLAND OPENS -


NEW YORK, JUNE 5, 2000 - Ogden Corporation (NYSE: OG) today announced that it
has completed two major asset sales: the sale of its Food and Beverage
Concessions and Venue Management businesses to ARAMARK on June 2 and the sale of
its Jazzland Theme Park in New Orleans to Alfa Alfa Holdings, S.A., of Greece on
May 31. The remainder of the assets in the water and theme parks division
transaction with Alfa Alfa closed on May 12, 2000.

The sales are part of Ogden's strategy to sell its Entertainment and Aviation
businesses in order to create a solid operating platform for its Energy business
and serve the long-term interest of the Company's shareholders. Ogden will use
proceeds of the non-core asset sales process to pay down debt.

"Today's announcement marks another milestone in our restructuring. By closing
these transactions, Ogden has substantially completed the disposition of its
Entertainment assets," said Scott G. Mackin, President and Chief Executive
Officer of Ogden Corporation. "Disposition of the remaining assets in the
Company's Entertainment Group will continue on an 'asset-by-asset' basis. With
the successful disposition of our major Entertainment assets, we are




now concentrating on achieving similar results with our remaining Aviation
assets, while also focusing on the sales of our remaining Entertainment assets
and the OEES consulting division."

As previously announced, the Company is currently exploring sales possibilities
for the consulting division of its Ogden Environmental and Energy Services
(OEES) subsidiary.

On March 30, Ogden announced that it had signed a definitive agreement to sell
to ARAMARK its food and beverage concessions and venue management businesses for
approximately $235 million, consisting of cash and the assumption of
approximately $11 million of associated debt.

The Company announced on March 9 its agreement to sell its theme and water
parks-related division to Alfa Alfa for approximately $148 million, consisting
of cash and the assumption of approximately $80 million of associated debt.
Under the terms of the agreement, Alfa Alfa's acquisition of Jazzland closed
separately from the other water and theme park assets, upon the park's opening.

                                      * * *

On September 17, 1999, Ogden announced its intent to sell its Entertainment and
Aviation businesses to focus exclusively on its role as a leading energy
company.

Ogden Energy group is a global developer/owner and operator of independent power
projects and provides related infrastructure services.

Additional information about Ogden can be obtained via the Internet at
www.ogdencorp.com, or through our automated information system at (888)
643-3612.

Any statements in this communication which may be considered to be "forward
looking statements," as that term is defined in the Private Securities
Litigation Reform Act of 1995, are subject to certain risk and uncertainties.
The factors that could cause actual results to differ materially from those
suggested by any such statements include, but are not limited to, those
discussed or identified from time to time in the Company's public filings with
the Securities and Exchange Commission and more generally, general economic
conditions, including changes in interest rates and the performance of the
financial markets; changes in domestic and foreign laws, regulations, and taxes;
changes in competition and pricing environments; and regional or general changes
in asset valuations.

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