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): July 25, 2000


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

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

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 July 25, 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 July 25, 2000,
                        reporting that it had signed a definitive agreement with
                        John Menzies plc to sell its Ogden Aviation Ground
                        Services business for approximately $117.8 million.



                                    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: July 31, 2000                            By: /s/ WILLIAM J. METZGER
                                                    ----------------------------
                                                    William J. Metzger
                                                    Vice President and Chief
                                                    Accounting Officer

EX-99.A

                                                                    Exhibit 99.A

                                    EXHIBIT A

[OGDEN LOGO]

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


                  OGDEN CORPORATION ANNOUNCES AGREEMENT TO SELL
           OGDEN AVIATION GROUND SERVICES BUSINESS FOR $117.8 MILLION

        -- Ogden Continues Transformation to Pure Play Energy Company --


      NEW YORK, JULY 25, 2000 - Ogden Corporation (NYSE: OG) today announced
      that it has signed a definitive agreement with John Menzies plc to sell
      its Ogden Aviation Ground Services business for approximately $117.8
      million. In addition, the transaction includes Menzies' assumption of debt
      net of cash-on-hand. Ogden expects the cash-on-hand in the business to be
      equal to or greater than the debt assumed by Menzies. The ground services
      unit of Ogden Aviation consists of ramp, passenger and cargo handling
      operations at 61 airports worldwide. The sale is part of Ogden's
      previously announced strategy to sell its Entertainment and Aviation
      businesses in order to create a solid operating platform for its Energy
      business.

      "To date, with the disposition of the majority of our Entertainment
      businesses and certain other sales behind us, we have already generated
      approximately $330 million in cash and $115 million in the assumption of
      debt from our divestiture program. Today's announced sale of our ground
      services operations adds to that total, continues the momentum of the
      sales process and takes a substantial step forward in the disposition of
      our major Aviation businesses," said Scott G. Mackin, President and Chief
      Executive Officer of Ogden Corporation. "We are actively engaged in the
      process of selling our aviation fueling, fixed base operations (FBO), and
      remaining privatization assets. In addition, we are continuing to pursue
      sales processes for the remaining assets of our Entertainment division and
      for our Ogden Environmental and Energy Services consulting division. We
      will make further announcements as definitive agreements are reached."



      consulting division. We will make further announcements as definitive
      agreements are reached."

      The transaction is expected to close by the end of the third quarter of
      this year, and is subject to customary regulatory approval, approval by a
      meeting of the shareholders of John Menzies plc, bank consents and related
      issues. Shareholders representing the required majority of John Menzies'
      shares have already executed undertakings to vote in favor of the
      transaction.

                                     *  *  *

      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 a provider of related
      infrastructure services. Additional information about the Company can be
      obtained via the Internet, at www.ogdencorp.com, or through Ogden's
      automated information system at (888) 643-3612.

      John Menzies plc is one of the United Kingdom's leading logistics support
      groups. Listed on the London Stock Exchange, it has annual revenues of
      some $2 billion and employs over 8,000 staff.

      Menzies Aviation Group has grown rapidly in the last few years to become a
      leading independent supplier of aviation services in the UK, and also has
      operations in Australia. The business currently employs over 1,500 staff
      and has an annual revenue of US $150 million.

      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.

                                     #  #  #