FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549


(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES    
                           EXCHANGE ACT OF 1934

For the quarterly period ended      September 30, 1995               


                                    OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934
For the transition period from                   to                   

Commission file number    1-3122                                      

                             Ogden Corporation     
          (Exact name of registrant as specified in its charter)

      Delaware                                 13-5549268              
(State or other jurisdiction of      I.R.S. Employer Identification
 incorporation or organization)      Number)


              Two Pennsylvania Plaza, New York, New York  10121
             (Address or principal executive office) (Zip Code)
                               (212)-868-6100                   
                 (Registrant's telephone number including
                                area code)
                              Not Applicable                    
                   (Former name, former address and former
                    fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes  X         No        

                   APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of each of the issuer's classes of common
stock, as of September 30, 1995; 48,917,223 shares of Common Stock, $.50
par value per share.
of business, they are involved in legal proceedings in which damages and
other remedies are sought.  Management does not expect that these
contractual obligations, legal proceedings, or any other contingent
obligations incurred in the normal course of business will have a material
adverse effect on Ogden's Consolidated Financial Statements.

During 1994, a subsidiary of the Corporation entered into a 30 year
facility management contract pursuant to which it has agreed to advance
funds to a customer, if necessary and only upon satisfactory completion of
construction of the facility, to assist refinancing senior secured debt
incurred in connection with construction of the facility.  Completion of
construction is scheduled for the first quarter of 1996, and such
refinancing requirements are not expected to exceed $75,000,000 at
maturity of the senior secured debt, which is expected to be on or about
March 1, 2001.  Ogden continues as guarantor of surety bonds and letters
of credit totaling approximately $19,200,000 on behalf of International
Terminal Operating Co. Inc. and guaranteed borrowings of certain customers
amounting to approximately $22,200,000.  Management does not expect that
these arrangements will have a material adverse effect on Ogden's
Consolidated Financial Statements.

Projects' waste-to-energy facilities are financed to a large degree by
revenue bonds issued by the municipalities for facility construction. 
Other capital commitments and payments, if any, required by guarantees,
are expected to be satisfied from cash flow from operations; available
funds, including short-term investments; and the Corporation's unused
credit facilities to the extent needed.  At September 30, 1995, the
Corporation had $126,000,000 in cash, cash equivalents and marketable
securities and unused revolving credit lines of $162,100,000.  

   
See Item 5. Other Information of this Form 10-Q for information concerning
the Company's restructuring.

    
   
                                SIGNATURES



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
                                   (Registrant)


Date:  November 14, 1995           By: /s/Philip G. Husby        
                                        Philip G. Husby
                                        Senior Vice President and
                                        Chief Financial Officer


Date:  November 14, 1995           By: /s/Robert M. DiGia        
                                        Robert M. DiGia
                                        Vice President,
                                        Controller and Chief
                                        Accounting Officer