OGDEN CORPORATION -- BOARD OF DIRECTORS PROXY
 
     KNOW  ALL MEN BY  THESE PRESENTS that the  undersigned shareholder of OGDEN
CORPORATION (the 'Corporation')  does hereby constitute  and appoint R.  RICHARD
ABLON,  J.  L. EFFINGER  and KATHLEEN  RITCH,  and each  of them,  attorneys and
proxies with full  power of substitution  to each, for  and in the  name of  the
undersigned  and with all the powers the undersigned would possess if personally
present, to vote all  the shares of  Preferred Stock of  the undersigned in  the
Corporation at the Annual Meeting of Shareholders of the Corporation, to be held
at  the Grand Hyatt New  York hotel, 42nd Street,  west of Lexington Avenue, New
York, New York on Thursday, May 26, 1994 at 10:30 A.M. (Eastern Daylight  Saving
Time)  on all matters as  may properly come before the  meeting, as set forth in
the Notice of Annual Meeting of Shareholders,  dated April 13, 1994, and at  any
and all adjournments thereof.
 
     A  majority of  such attorneys as  shall be  present and shall  act at said
meeting, or any of them (or if only  one of such attorneys shall be present  and
act, then that one) shall have and may exercise all the powers of said attorneys
hereunder.
 
     THE  BOARD OF DIRECTORS RECOMMENDS THAT  SHAREHOLDERS VOTE FOR THE ELECTION
OF FIVE DIRECTORS TO HOLD OFFICE FOR A TERM OF THREE YEARS; FOR THE RATIFICATION
OF DELOITTE &  TOUCHE AS AUDITORS;  FOR THE  AMENDMENT TO THE  1990 OGDEN  STOCK
OPTION  PLAN;  AND  FOR  THE ADOPTION  OF  THE  CEO FORMULA  BONUS  PLAN.  IF NO
SPECIFICATION IS MADE  AS TO  ANY PROPOSAL,  THE SHARES  WILL BE  VOTED FOR  THE
ELECTION  OF FIVE DIRECTORS  TO HOLD OFFICE FOR  A TERM OF  THREE YEARS; FOR THE
RATIFICATION OF DELOITTE  & TOUCHE AS  AUDITORS; FOR THE  AMENDMENT TO THE  1990
OGDEN STOCK OPTION PLAN; AND FOR THE ADOPTION OF THE CEO FORMULA BONUS PLAN.
 
                (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)


This  Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no such directions are given with respect  to
all or some items, as to such items, the shares represented by the Proxy will be
voted FOR all Proposals.
 
[x] Please mark your votes as this
 
                                ---------------
                                   PREFERRED
 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES IN PROPOSAL 1 AND FOR
PROPOSALS 2, 3 AND 4.
 
Proposal  1. FOR election of the following five directors for a three year term:
David M.  Abshire; Norman  G. Einspruch;  Attallah Kappas;  Homer A.  Neal;  and
Stanford S. Penner.
 

                                
   FOR                     WITHHOLD   WITHHELD FOR: (WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED
   ALL                      FOR ALL   BELOW).
NOMINEES                   NOMINEES
   [ ]                        [ ]     ______________________________________________________

 

PROPOSAL 2. RATIFICATION OF
DELOITTE & TOUCHE AS AUDITORS
OF THE CORPORATION FOR THE YEAR
1994.
   FOR      AGAINST    ABSTAIN
   [ ]        [ ]        [ ]

PROPOSAL 3. PROPOSAL TO AMEND
THE OGDEN 1990 STOCK OPTION
PLAN.
   FOR      AGAINST    ABSTAIN
   [ ]        [ ]        [ ]

PROPOSAL 4. PROPOSAL TO ADOPT
THE CEO FORMULA BONUS PLAN.
   FOR      AGAINST    ABSTAIN
   [ ]        [ ]        [ ]

 
Signature(s) _________________________________________   Date __________________

NOTE:  Please sign as name  appears hereon. Joint owners  should each sign. When
signing as attorney, executor, administrator,  trustee or guardian, please  give
full title as such.