UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12B-25

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                                                             SEC FILE NUMBER
                             NOTIFICATION OF LATE FILING         1-3122
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                                                              CUSIP NUMBER

                                                                676346109
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(CHECK ONE): |_| Form 10-K  |_| Form 20-F  |_| Form 11-K  |X| Form 10-Q
             |_| Form N-SAR

               For Period Ended: SEPTEMBER 30, 1999
               [ ] Transition Report on Form 10-K
               [ ] Transition Report on Form 20-F
               [ ] Transition Report on Form 11-K
               [ ] Transition Report on Form 10-Q
               [ ] Transition Report on Form N-SAR
               For the Transition Period Ended:_______________________________

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  READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:__________________________________


PART I -- REGISTRANT INFORMATION

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Full Name of Registrant:
                                OGDEN CORPORATION
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Former Name if Applicable:

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Address of Principal Executive Office (STREET AND NUMBER)
                             TWO PENNSYLVANIA PLAZA
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City, State and Zip Code
                            NEW YORK, NEW YORK 10121
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PART II -- RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]       (a) The reasons described in reasonable detail in Part III of this
          form could not be eliminated without unreasonable effort or expense;

[X]       (b) The subject annual report, semi-annual report, transition report
          on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
          be filed on or before the fifteenth calendar day following the
          prescribed due date; or the subject quarterly report or transition
          report on Form 10-Q, or portion thereof will be filed on or before the
          fifth calendar day following the prescribed due date; and

[ ]       (c) The accountant's statement or other exhibit required by Rule
          12b-25(c) has been attached if applicable.



PART III -- NARRATIVE

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
11-K, 10-Q and Form 10-QSB, -SAR, or the transition report or portion thereof
could not be filed within the prescribed time period.

As described in the registrant's news release, dated November 4, 1999, and filed
as an exhibit to the registrant's Form 8-K, dated November 9, 1999, the
registrant confirmed its earlier announcement that it is pursuing the sale of
its Aviation and Entertainment business segments and that these segments will be
reported as discontinued operations. As a result of the registrant's decision to
sell these businesses and report them as discontinued operations, it is
necessary for the registrant to significantly reclassify the information in its
financial statements to be included in its quarterly report on Form 10-Q for the
third quarter. Because of the short time period available to the registrant
between the decision to adopt a plan for discontinuing the operations of these
businesses and the prescribed due date for filing its quarterly report on Form
10-Q and because of the additional work required to restate prior periods to
show these operations as discontinued, it was not possible for the registrant to
file its Form 10-Q on or before such date.



PART IV -- OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
notification


     Raymond E. Dombrowski, Jr.         (212)                    868-5456
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            (Name)                   (Area Code)            (Telephone Number)


(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).

                  |X| Yes  |_| No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                  |_| Yes  |X| No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.


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                                OGDEN CORPORATION
                  (Name of Registrant as specified in charter)

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


Date:  November 16, 1999            By: /s/ Raymond E. Dombrowski, Jr.
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                                        Raymond E. Dombrowski, Jr.
                                        Senior Vice President and
                                        Chief Financial Officer