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):    MARCH 11, 1999

                                OGDEN CORPORATION
              (EACH NAME OF REGISTRANT AS SPECIFIED IN THE CHARTER)

DELAWARE                          1-3122                     13-5549268
(STATE OR OTHER JURISDICTION OF   (COMMISSION FILE NUMBER)   (I.R.S. EMPLOYER 
INCORPORATION)                                               IDENTIFICATION NO.)

TWO PENNSYLVANIA PLAZA              NEW YORK, NEW YORK                 10121


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 March 11, 1999 Ogden Corporation issued a press release, a copy 
        of which is attached hereto as Exhibit A.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

        (a) Financial Statements of business acquired: Not Applicable

        (b) Pro forma financial information: Not Applicable

        (c) Exhibits:

            (1) Press Release of Ogden Corporation dated March 11, 1999.




                                    SIGNATURE

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

                                        OGDEN CORPORATION

Dated: March 12, 1999                   By: /s/ Lynde H. Coit
                                           ---------------------------
                                           Lynde H. Coit
                                           Senior Vice President and General
                                           Counsel

EX-99.A

                                                                       EXHIBIT A


[LETTERHEAD OF OGDEN]                                        Quintin G. Marshall
- --------------------------------------------------------------------------------
Two Pennsylvania Plaza, New York, NY  10121    eMail: quintin_marshall@ogden.com
                                                             Phone: 212-868-5421
                                                               Fax: 212-868-3558
                                                               www.ogdencorp.com
     FOR IMMEDIATE RELEASE


         OGDEN ANNOUNCES INTENTION TO SPLIT UP INTO TWO PUBLIC COMPANIES

NEW YORK, N.Y., MARCH 11, 1999 - Ogden Corporation (Ogden) today said that it
intends to explore ways to split its existing businesses into two separate
public companies. Ogden also said that it has retained Goldman, Sachs & Co. to
assist Management in its evaluation.

Ogden stated that its current intention is that one company would consist of its
Energy business, while the other would comprise the Entertainment and Aviation
businesses. Ogden said that it anticipated completing all the necessary analysis
and finalizing the separation plans by mid summer.

"Over the last three years, our focus has been on building each of our
businesses. During this period, it has become increasingly apparent that there
are different market dynamics that affect the different commercial lines," said
R. Richard Ablon, Chairman and Chief Executive Officer of Ogden. "At this time
we feel that it is in the best interest of our employees, customers, and
shareholders to take the necessary steps to separate the businesses."

Ogden Corporation (NYSE: OG) is a global corporation focused on three business
areas -- Entertainment, Aviation and Energy. The Entertainment group has
interests in themed and location-based attractions; food and beverage
concessions; venue management; large format films and theatres; concert
promotions, artist management and recordings. The Aviation group provides ground
and cargo handling; passenger services; fueling; and airport infrastructure
development and management. The Energy group develops, owns and operates
independent power facilities and provides related infrastructure services.

Additional information on the company can be obtained via the Internet, at
www.ogdencorp.com, or toll-free (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 Corporation'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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