SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the registrant _x_

Filed by a party other than the registrant ___

Check the appropriate box:

___ Preliminary proxy statement

_x_ Definitive proxy statement

___ Definitive additional materials

___ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Ogden Projects, Inc.
(Name of Registrant as Specified in its Charter)

Ogden Projects, Inc.
(Name of Person(s) Filing the Proxy Statement)

Payment of filing fee (check the appropriate box):

_x_ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).

___ $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).

___ Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction
applies:

- -------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- -------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*

- -------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- -------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and
state how it was determined.

[LOGO]

Ogden Projects, Inc.
40 Lane Road
Fairfield, New Jersey 07007-2615
April 15, 1994
TO OUR SHAREHOLDERS:

On behalf of the Board of Directors, it is my pleasure to invite our
shareholders to attend Ogden Projects, Inc.'s Annual Meeting of Shareholders,
which will be held at Ogden Projects' headquarters located at 40 Lane Road,
Fairfield, New Jersey, at 10:00 A.M. (Eastern Daylight Saving Time), on Monday,
May 23, 1994.

The matters to be acted upon at the meeting are described in the attached
Notice of Annual Meeting and Proxy Statement, which we urge you to read
carefully. Time will be set aside at the meeting for discussion of each item of
business described in the Proxy Statement.

It is important that your shares be represented at the meeting.
Accordingly, whether or not you expect to attend you are urged to sign, date and
return the enclosed proxy card in the postage-paid envelope to ensure that your
shares will be represented at the Annual Meeting. If you plan to attend the
meeting, please so indicate in the appropriate box on the proxy. It is our hope
that as many shareholders as possible will attend and participate in our
program. We look forward to seeing you.

R. RICHARD ABLON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF OGDEN PROJECTS, INC.

Notice is hereby given that the Annual Meeting of Shareholders of Ogden
Projects, Inc. ('OPI') will be held at 40 Lane Road, Fairfield, New Jersey, on
Monday, May 23, 1994, at 10:00 A.M. (Eastern Daylight Saving Time), for the
following purposes:

(1) To elect three directors to hold office for a term of three years until
the Annual Meeting of Shareholders in 1997 and until their respective
successors have been elected and qualified;

(2) To ratify the selection of Deloitte & Touche as auditors of OPI and its
subsidiaries for the year ending December 31, 1994; and

(3) To consider and act upon such other business as may properly come
before the meeting.

The Board of Directors has fixed April 8, 1994, as the record date for the
Annual Meeting and all shareholders of record of OPI at the close of business on
such date shall be entitled to notice of and to vote at the meeting and any
adjournments.

By Order of the Board of Directors

JEFFREY R. HOROWITZ
Senior Vice President,
General Counsel and Secretary

Dated: Fairfield, New Jersey
April 15, 1994

IMPORTANT

Please complete, date, and sign the enclosed proxy and return it at your
earliest convenience in the enclosed stamped, addressed envelope, so that, if
you are unable to attend the meeting, your shares may be voted nevertheless. If
you attend the meeting, you may vote in person.

PROXY STATEMENT

This proxy statement is submitted to shareholders in connection with the
solicitation of proxies for the Annual Meeting of Shareholders of Ogden
Projects, Inc. ('OPI') to be held on Monday, May 23, 1994 at 10:00 A.M. (Eastern
Daylight Saving Time) at OPI's headquarters located at 40 Lane Road, Fairfield,
New Jersey 07007-2615 (the 'Annual Meeting'). A proxy card for this meeting is
enclosed. Copies of this proxy statement and the accompanying proxy card are
being mailed to shareholders on or about April 15, 1994.

The purposes of the Annual Meeting are (1) to elect three directors to hold
office for a term of three years until the Annual Meeting of Shareholders in
1997 and until their respective successors have been elected and qualified; (2)
to ratify the selection of Deloitte & Touche as auditors of OPI and its
subsidiaries for the year ending December 31, 1994; and (3) to consider and act
upon such other business as may properly come before the meeting.

The solicitation of proxies to which this Proxy Statement relates is made
by and on behalf of the Board of Directors of OPI. The cost of the solicitation
will be paid by OPI. Such costs include preparation, printing, and mailing of
the Notice of Annual Meeting, proxy cards and Proxy Statement. The solicitation
will be conducted principally by mail, although directors, officers, and
employees of OPI and its subsidiaries (at no additional compensation) may
solicit proxies personally or by telephone and telegram.

Arrangements will be made with brokerage houses and other custodians,
nominees, and fiduciaries for proxy material to be sent to their principals, and
OPI will reimburse such persons for their expenses in so doing. OPI is also
retaining Georgeson & Company Inc. to solicit proxies and will pay a fee of
$1,500 for such solicitation.

The shares represented by all valid proxies in the enclosed form will be
voted if received in time for the Annual Meeting in accordance with the
specifications, if any, made on the proxy card. Unless authority is withheld,
the proxies will be voted FOR management's slate of directors, and unless
otherwise directed, the proxies will be voted FOR ratification of the selection
of Deloitte & Touche as auditors. A proxy is revocable at any time prior to
being voted by giving written notice of such revocation to the Secretary of OPI,
by returning a subsequently dated proxy, or by attending the meeting and voting
in person.

VOTING SECURITIES

As of April 8, 1994, the record date for the Annual Meeting, OPI had
outstanding 38,012,475 shares of Common Stock, par value $.50 per share (the
'Common Stock'). Each outstanding share of Common Stock is entitled to one vote
on all matters to come before the meeting.

The proxy card provides space for a shareholder to withhold voting for any
or all nominees for the Board of Directors or to abstain from voting for any
proposal if the shareholder chooses to do so. Each nominee for election as a
director requires a plurality of the votes cast in order to be elected. Each
other proposal submitted to the shareholders requires the affirmative vote of
the holders of a majority of the votes present or represented in person or by
proxy, and entitled to vote at the meeting. With respect to the election of
directors, only shares that are voted in favor of a particular nominee will be
counted towards achievement of a plurality; where a shareholder properly
withholds authority to vote for a particular nominee such shares will not be
counted towards such nominee's achievement of plurality. With respect to the
other proposals to be voted upon: (i) if a shareholder abstains from voting on a
proposal, shares are considered present at the meeting for such proposal but,
since they are not affirmative votes for the proposal, they will have the same
effect as votes against the proposal; and (ii) shares registered in the names of
brokers or other 'street name' nominees for which proxies are voted on some but
not all matters will be considered to be voted only as to those matters actually
voted, and will not have the effect of either an affirmative or negative vote as
to the matter with respect to which a beneficial holder has not provided voting
instructions (commonly referred to as 'broker non-votes').

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of April 8, 1994, Ogden Corporation ('Ogden'), a Delaware corporation,
owned of record and beneficially 32,000,000 shares of the issued and outstanding
Common Stock of OPI, constituting approximately 84.2% of OPI's outstanding
Common Stock. Accordingly, Ogden owns sufficient shares to control the outcome
of the voting on the election of directors and the ratification of the selection
of auditors.

The following table sets forth, as of April 8, 1994, certain additional
information about Ogden, which is the only person known to OPI to be the
beneficial owner of more than 5% of OPI's Common Stock. Ogden has sole
investment and voting power with respect to the Common Stock of OPI which it
owns.

NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- --------------------------------------- ------------------------- -------------------- --------

Common................................. Ogden Corporation 32,000,000 shares 84.2%
Two Pennsylvania Plaza
New York, New York 10121

ELECTION OF DIRECTORS -- PROPOSAL NUMBER (1)

OPI's Third Restated Certificate of Incorporation provides for the Board of
Directors to be divided into three classes of directors serving staggered terms,
with each such class to be as nearly identical in number as possible. At each
annual meeting of shareholders, directors are elected to succeed those directors
whose terms have expired or to fill vacancies in the Board of Directors.
Directors to be elected at the Annual Meeting will serve for a three-year term.
The Board of Directors currently consists of nine directors, with three
directors in each class.

The Board of Directors has approved the nomination of Constantine G. Caras,
Jeffrey F. Friedman, and Philip G. Husby for election as directors at the Annual
Meeting and to hold office until the annual meeting of shareholders in 1997 and
until their respective successors are elected and qualified. All are management
nominees.

The persons named in the enclosed proxy will vote for Constantine G. Caras,
Jeffrey F. Friedman, and Philip G. Husby, unless authority to vote for any or
all of the nominees is withheld on the proxy. All of the nominees are currently
directors of OPI, and all have indicated that they are willing to serve as
directors. If any nominee becomes unable to serve prior to the Annual Meeting,
the proxy will be voted for such other nominee or nominees, if any, as the Board
of Directors may recommend.

1994 DIRECTOR NOMINEES

The following table sets forth certain information furnished by and
concerning the nominees for election as directors as well as directors whose
terms continue after the Annual Meeting:

FIRST
BECAME
NAME, AGE AND TERM TO A
OTHER INFORMATION EXPIRE PRINCIPAL OCCUPATION (1) DIRECTOR
- ----------------------------------------------- ------- --------------------------------------- --------

Constantine G. Caras; Age 55; 1994 Executive Vice President and Chief 1990
Director of Ogden Corporation; Director of Administrative Officer of Ogden.
OMI Corp.
Jeffrey F. Friedman; Age 48; 1994 Investment Manager, Dreyfus Corporation 1991
Member of OPI's Audit Committee; and Chairman
of OPI's Compensation Committee; Director,
Medical Investment Trust (closed-end
investment company located in Helsinki).
Philip G. Husby; Age 47 1994 Senior Vice President and Chief 1990
Financial Officer of Ogden.

THE BOARD RECOMMENDS A VOTE FOR THE FOREGOING DIRECTORS

DIRECTORS WHOSE TERMS CONTINUE

The following table sets forth certain information furnished by and
concerning the six directors whose terms continue:

R. Richard Ablon; Age 44; 1995 Chairman of the Board and Chief 1989
Director of Ogden Corporation. Executive Officer of OPI; President and
Chief Executive Officer of Ogden.
Lynde H. Coit; Age 39 1995 Senior Vice President and General 1990
Counsel of Ogden.
Bruce W. Stone; Age 46 1995 Executive Vice President and Managing 1990
Director of OPI.
William M. Batten, Age 84; 1996 Retired Chairman and Chief Executive 1990
Chairman of OPI's Audit Committee, Member of Officer, J.C. Penney Company and New
OPI's Compensation Committee; Director, The York Stock Exchange.
Zweig Fund, Inc. and The Zweig Total Return
Fund, Inc.
Scott G. Mackin; Age 37 1996 President and Chief Operating Officer 1990
of OPI.
Robert E. Smith; Age 58; 1996 Partner in the law firm of Rosenman & 1990
Member of OPI's Audit Committee, and OPI's Colin, New York, New York.
Compensation Committee; Director of Ogden
Corporation; Director, The Zweig Fund, Inc.
and the Zweig Total Return Fund, Inc.

- ------------

(1) Except as set forth below, the listed occupation has been the principal
occupation of the named individuals for more than the past five years:

R. Richard Ablon has served as Chairman of the Board and Chief Executive
Officer of OPI since November 1990 and President and Chief Executive Officer
of Ogden since May 1990. From January 1987 to May 1990 he served as
President and Chief Operating Officer, Operating Services, Ogden.

Constantine G. Caras has served as Executive Vice President and Chief
Administrative Officer of Ogden since July 1990 and as Executive Vice
President of Ogden Services Corporation, an Ogden subsidiary, since 1986.

Lynde H. Coit has served as Senior Vice President and General Counsel of
Ogden since January 1991 and prior thereto as Senior Vice President and
General Counsel of Ogden Financial Services, Inc., an Ogden subsidiary. From
January 1988 to March 1989 he was a partner in the law firm of Nixon,
Hargrave, Devans & Doyle, Rochester, New York.

Jeffrey F. Friedman has served as Investment Manager, Dreyfus Corporation,
since January 1991. From March 1990 through January 1991 he served as Senior
Vice President and Portfolio Manager, Klingenstein Fields & Co. and from
1985 through March 1990 as President, Director and Portfolio Manager,
Dreyfus Convertible Securities Fund, Inc. and President and Portfolio
Manager, Dreyfus Third Center Fund, Inc. and the Dreyfus Growth Opportunity
Fund, Inc.

Philip G. Husby has served as Senior Vice President and Chief Financial
Officer of Ogden since January 1991 and prior thereto as Senior Vice
President and Chief Administrative Officer of Ogden Financial Services,
Inc., an Ogden subsidiary.

Scott G. Mackin has served as President and Chief Operating Officer of OPI
since January 1991. Prior thereto he served in different executive
capacities including Co-President, Co-Chief Operating Officer, General
Counsel and Secretary, First Executive Vice President and Managing Director,
and Vice President.

Bruce W. Stone has been Executive Vice President and Managing Director of
OPI since January 1991. Prior thereto he served in different executive
capacities including Co-President and Co-Chief Operating Officer, First
Executive Vice President and Managing Director-Project Implementation, and
Senior Vice President.

COMMITTEES OF OPI'S BOARD OF DIRECTORS

(a) The Audit Committee. The Audit Committee recommends a firm to be selected
as the independent auditors to review OPI's financial statements and to
perform other audit-related services. In addition, the Audit Committee
reviews the scope and results of the audits that are conducted by the
independent auditors, reviews interim and year-end results with management,
and considers the adequacy of OPI's internal accounting procedures. During
1993, the Audit Committee met three times.

(b) Compensation Committee. The Compensation Committee is composed of three
'disinterested directors' (within the meaning of Rule 16b-3 under the
Exchange Act) who are not employees or members of management of OPI or any
of its subsidiaries. The Compensation Committee

has the responsibility of providing independent judgment as to the fairness
of the compensation and benefit arrangements for senior management of OPI
and its subsidiaries. The Compensation Committee administers OPI's Stock
Option Plans, reviews and approves the annual salary, bonus and other
benefits, direct or indirect, of the members of senior management of OPI and
its subsidiaries. There was one meeting of the Compensation Committee during
1993.

The Board of Directors held four meetings during 1993. Each of the
incumbent directors attended at least 75% of the aggregate of all meetings of
the Board of Directors and committees on which they served that were held in
1993.

COMPENSATION OF DIRECTORS

Directors who are not employees of OPI or Ogden or their subsidiaries
receive an annual director's fee of $9,000 plus $1,500 for each meeting of the
Board of Directors attended. Each such director also receives an annual fee of
$12,000 for each committee on which he serves plus $1,500 for each committee
meeting attended. In addition, each such director receives $500 for each day, or
portion thereof, spent away from the director's city of residence on special
director activities. All directors are reimbursed for expenses incurred in
attending Board and committee meetings. Directors who are employees of OPI or
Ogden or an OPI or Ogden subsidiary receive no additional compensation for
serving on the Board or any Committee.

MANAGEMENT'S OWNERSHIP OF OPI AND OGDEN COMMON STOCK

Information about the beneficial ownership of Common Stock of OPI and
common stock of Ogden as of March 1, 1994, by each nominee, each director, each
executive officer named in the Summary Compensation Table, and all directors and
officers of OPI as a group is set forth as follows:

BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
OF OPI'S COMMON STOCK OF OGDEN'S COMMON STOCK
----------------------------- -----------------------------
NAME AMOUNT (1) PERCENTAGE (2) AMOUNT (3) PERCENTAGE (2)
- ------------------------------------------------- ---------- --------------- ---------- ---------------

R. Richard Ablon................................. 127,874(4) * 536,554(5) 1.23
William M. Batten................................ 700 * 0 *
C. G. Caras...................................... 10,437 * 238,784(6) *
Lynde H. Coit.................................... 7,500 * 31,000(7) *
Jeffrey F. Friedman.............................. 4,000 * 5,406 *
Philip G. Husby.................................. 9,000(8) * 53,000(9) *
John M. Klett.................................... 1,334 * 30,000(7) *
William C. Mack.................................. 25,000 * 87,000(7) *
Scott G. Mackin.................................. 35,500 * 95,500(10) *
Robert E. Smith.................................. 0 * 16,000(11) *
Bruce W. Stone................................... 30,003 * 85,137(12) *
All directors and officers of OPI as a group (16
persons including those named above)........... 295,355(13) * 1,271,572(14) 2.91

- ------------

(1) Includes 125,000; 10,000; 7,500; 7,500; 1,334; 25,000; 35,000; and 30,000
shares subject to presently exercisable options at an exercise price of
$11.90 per share awarded to Messrs. Ablon, Caras, Coit, Husby, Klett, Mack,
Mackin, and Stone, respectively, pursuant to the OPI Employees' Stock
Option Plan. Each officer and director has sole investment and voting power
with respect to all shares except as otherwise noted. As used herein all
presently exercisable options include options which are exercisable within
60 days of March 1, 1994.

(2) Asterisks indicate beneficial ownership of less than 1.0% of the class.

(3) Does not include approximately 835,000 shares which may be voted by Messrs.
Husby, Coit, Stone, Caras and one other individual as members of the
Investment Committee of Ogden's Group Trust Fund for Profit Sharing Plans.
The foregoing disclaim any beneficial interest in the shares held by
Ogden's Group Trust Fund for Profit Sharing Plans.

(4) Includes five shares held by his wife and 2,174 shares held in a trust for
his minor children. Mr. Ablon has neither investment nor voting power with
respect to the five shares owned by his wife, and disclaims beneficial
ownership of such shares.

(5) Includes 200 shares held by his wife; 18,000 shares held in trust for his
minor children; and 93,354 shares and 225,000 shares of Ogden common stock
subject to presently exercisable options at an exercise price of $14.979
per share and $18.3125, per share, respectively,

awarded pursuant to the Ogden 1986 Stock Option Plan. Mr. Ablon has neither
investment nor voting power with respect to the shares held by his wife,
and disclaims beneficial ownership of such shares.

(6) Includes 5,000 shares held jointly with his wife; and 57,500 shares and
75,000 shares awarded pursuant to the Ogden 1986 Stock Option Plan which
are subject to presently exercisable options at an exercise price of
$14.979 per share and $18.3125 per share, respectively. Mr. Caras has
shared investment and voting power over the 5,000 shares held jointly with
his wife.

(7) Represents 30,000 shares awarded to Mr. Coit pursuant to the Ogden 1986
Stock Option Plan which are subject to presently exercisable options at an
exercise price of $18.3125 per share; 30,000 shares awarded to Mr. Klett
pursuant to the Ogden 1990 Stock Option Plan which are subject to presently
exercisable options at an exercise price of $18.3125 per share; and 45,000
and 42,000 shares awarded to Mr. Mack pursuant to the Ogden 1986 Stock
Option Plan and Ogden 1990 Stock Option Plan, respectively, subject to
presently exercisable options at an exercise price of $14.979 per share and
$18.3125 per share, respectively.

(8) Mr. Husby has shared investment and voting power with respect to 1,500
shares held jointly with his wife.

(9) Includes 1,000 shares held jointly with his wife; and 10,000 shares and
42,000 shares awarded pursuant to the Ogden 1986 Stock Option Plan which
are subject to presently exercisable options at an exercise price of
$26.2358 per share and $18.3125 per share, respectively. Mr. Husby has
shared investment and voting power with respect to the 1,000 shares held
jointly with his wife.

(10) Includes 10,000 shares and 75,000 shares awarded pursuant to the Ogden 1986
Stock Option Plan and the Ogden 1990 Stock Option Plan, respectively, which
are subject to presently exercisable options at an exercise price of
$26.3983 per share and $18.3125 per share, respectively.

(11) Includes 15,000 shares awarded pursuant to the Ogden 1990 Stock Option Plan
which are subject to presently exercisable options at an exercise price of
$18.3125 per share.

(12) Includes 10,000 shares and 75,000 shares awarded pursuant to the Ogden 1986
Stock Option Plan and the Ogden 1990 Stock Option Plan, respectively, which
are subject to presently exercisable options at an exercise price of $34.49
per share and $18.3125 per share, respectively. Mr. Stone has shared
investment and voting power over 80 shares held jointly with his wife.

(13) Includes 285,334 shares awarded pursuant to the Employees' Stock Option
Plan which are subject to presently exercisable options.

(14) Includes 927,354 shares awarded pursuant to Ogden's stock options plans
which are subject to presently exercisable options.

RATIFICATION OF SELECTION OF AUDITORS -- PROPOSAL NUMBER (2)

Shareholders will be asked to ratify the selection of Deloitte & Touche by
the Board of Directors as independent auditors of OPI and its subsidiaries for
the year ending December 31, 1994. A representative of Deloitte & Touche is
expected to be present at the meeting with the opportunity to make a statement
if he or she desires to do so and to respond to appropriate questions. Deloitte
& Touche have been OPI's auditors since 1983. Although OPI is not required to
submit the selection of auditors to the shareholders for ratification, it has
elected to do so. In the event such selection is not ratified, OPI would
consider the selection of other auditors for subsequent fiscal years. However,
it would not be possible to replace Deloitte & Touche as auditors for the
current year without significant disruption to OPI's business.

Audit services rendered by Deloitte & Touche for the year ended December
31, 1993, in addition to the examination of the Consolidated Financial
Statements, included review of financial and related information that is to be
included in filings with the Securities and Exchange Commission; consultation
during the year on matters related to accounting and financial reporting;
examination of financial statements of certain employee benefit plans contained
in filings required pursuant to the Employee Retirement Income Security Act of
1974, as amended; and meeting with the Audit Committee on matters related to the
audit.

THE BOARD RECOMMENDS A VOTE FOR PROPOSAL NUMBER (2)

COMPENSATION COMMITTEE INTERLOCKS WITH INSIDER PARTICIPATION

The members of the OPI Compensation Committee are Jeffrey F. Friedman,
Chairman, William M. Batten and Robert E. Smith. Each of the foregoing members
are non-affiliated disinterested directors of OPI who are not employees or
members of management of OPI or any of its subsidiaries. However, Mr. Smith also
serves as a director of Ogden Corporation, the owner of 84.2% of OPI's issued
and outstanding stock, but does not serve as a member of Ogden's Compensation
Committee.

COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

STATEMENT OF EXECUTIVE COMPENSATION PHILOSOPHY

Ogden Projects's, Inc. ('OPI') philosophy is to:

Reinforce the corporation's client-focused growth business strategy;

Direct management attention toward building shareholder wealth; and

Attract and retain outstanding executives.

OPI's success is directly linked to its ability to help current and future
client partners meet their complex and diverse goals in ways that merit their
confidence and trust. OPI's network of successful relationships is one of its
strongest competitive assets, one which will continue to foster its growth.
Above all, OPI earns the trust of client partners through the dedication and
talent of its employees. OPI's principal product is the people that provide
services to clients.

To implement its business strategy OPI must find and retain executives and
personnel throughout the corporation who are dynamic, innovative, flexible, and
team-oriented, who thrive on diversity and change. Furthermore, its executives
must have a long-term orientation, both in the way they deal with clients and in
how they invest shareholders' money. Such individuals are not easily found nor
are they easily kept if not properly compensated. OPI's compensation programs
are designed to attract, motivate, and retain executives that satisfy these
criteria.

THE EXECUTIVE COMPENSATION PROGRAM

With this philosophy in mind, the OPI Compensation Committee has approved
the Executive Compensation Program to attract, motivate, and retain the best
executives available. OPI believes this approach will ensure continued
short-term financial success and a superior long-term return to its
shareholders.

The Executive Compensation Program consists of the following three
components:

A base salary program designed to attract and retain talented executives who
meet OPI's rigorous goals and standards. The skills and attitudes OPI seeks in
its executives are not solely related to the waste-to-energy industry so OPI
must compete for executive talent across all industries. As such, in reviewing
competitive salaries to establish a broad 'comfort zone', the Committee
considers published surveys of executive compensation where similar sized
companies are owned by a parent corporation.

A bonus plan that pays for executive performance including quantifiable
financial results. No simple formula can measure annual performance. Rather,
the Committee reviews each executive's performance in light of the actual
business environment. In addition, bonus payments are determined individually
vis-a-vis the executive's contribution, not solely based on salary level or pay
grade.

A long-term incentive plan that consists of non-qualified stock options. The
stock option program is simple. Stock option grants are made to executives to
reflect their role in the success of OPI. Options are not granted annually, but
rather periodically to reflect new or enhanced roles or significant
contributions. Through the grant of Ogden Corporation stock options, OPI
strives to align the interests of executives with those of shareholders without
any dilutive effect to OPI stock.

CHIEF EXECUTIVE OFFICER COMPENSATION

R. Richard Ablon, President and Chief Executive Officer of Ogden
Corporation, is the Chairman and Chief Executive Officer of OPI, an 84.2% owned
subsidiary of Ogden. Mr. Ablon's compensation is paid by Ogden for services to
Ogden and its subsidiaries. The OPI Summary Compensation Table reflects Mr.
Ablon's compensation over the last three years, however, all decisions
concerning his compensation are made by the Ogden Corporation Compensation
Committee (the Ogden Committee) and are discussed in the Compensation Committee
Report in the Ogden Corporation 1994 Notice and Proxy Statement.

PRESIDENT AND CHIEF OPERATING OFFICER COMPENSATION

The Committee decided to increase Mr. Mackin's 1994 salary from $325,000 to
$400,000, to award him a 1993 incentive bonus of $300,000, and to recommend that
the Ogden Committee grant to Mr. Mackin a non-qualified stock option with
limited stock appreciation rights (LSARs) representing 200,000 shares of Ogden
common stock. On January 19, 1994 the Ogden Committee, subject to Ogden
Corporation shareholder approval of the amendment to the Ogden 1990 Stock Option
Plan, granted to Mr. Mackin a non-qualified stock option with LSARs for 200,000
shares of Ogden common stock at an exercise price of $22.50 per share, the
average of the high and low price of the common stock on the date of grant. Mr.
Mackin last received an Ogden stock option grant with LSARs of 125,000 shares in
1990.

The compensation decisions were based on the subjective business judgement
of the Committee and the factors considered by the Committee in reaching its
decisions are summarized below:

Company Performance -- In 1993, total shareholder return was down for
OPI. The year 1993 was a particularly difficult period during which the
securities markets did not view the waste-to-energy industry very
favorably. OPI's revenue increased 46% to $681 million and pretax income
was up 11.8% from 1992. OPI continues to meet or exceed its project
guarantees and maintains superior and creditable relationships with host
communities. While not quantifiable, these factors and other favorable
developments provide a solid foundation for OPI's long-term financial
growth.

Competitive Practice in President and Chief Operating Officer
Compensation -- Due to the rigorous skills required to succeed in the OPI
culture, it competes for executive talent from across all industries, not
just the waste-to-energy field. As such, the Committee reviewed prevailing
practices in executive compensation among public U.S. companies which
participated in surveys published by William M. Mercer and Co., and Sibson
and Company. Relative to the top executive of companies owned by a parent
corporation, with revenues ranging from $100 to $600 million (Mercer) and
$500 to $799 (Sibson), Mr. Mackin's base salary and total

compensation approximates the 50th percentile. The Committee strongly
supports an aggressive option program in an effort to shift Mr. Mackin's
compensation mix more towards long-term incentives.

Personal Performance -- Mr. Mackin continues to demonstrate his strong
leadership ability, having built a top quality team. This team has focused
on preserving OPI's base in its current business while expanding the scope
of services offered. Under Mr. Mackin, OPI expanded the foreign territories
in which it holds rights to develop waste-to-energy projects using the
proprietary Martin combustion system. In 1993, OPI began construction of a
new plant in Montgomery County, Maryland, which will result in significant
income even during the construction phase. This brought the number of
facilities currently under construction to four during 1993. A good part of
the 11.8% increase in 1993 income resulted from projects in which Mr.
Mackin's active hands-on involvement was crucial to success. The Committee
decided that due to Mr. Mackin's personal performance and his stellar
reputation throughout the industry, which makes him an attractive candidate
for other companies, it would be in OPI's best interest to provide
significant compensation increases. In the Committee's judgment, the sum of
the foregoing factors warranted the $75,000 increase in Mr. Mackin's base
salary and a $75,000 increase in his 1993 incentive bonus as well as the
stock option grant discussed above.

OTHER EXECUTIVES' COMPENSATION

The Committee increased the 1994 base salaries of Messrs. Stone, Mack and
Klett to $212,000, $210,000, and $200,000, respectively, and awarded 1993
incentive bonuses as reflected in the Summary Compensation Table. No option
grants were recommended. Mr. Klett was last awarded a stock option grant of
7,500 shares of Ogden Common Stock with LSARs on January 26, 1993. Prior to
that, the three executive officers were awarded Ogden Stock Options with LSARs
on November 19, 1990 for 125,000, 70,000, and 50,000 shares, respectively.

The Committee considered individual contributions during 1993, significant
changes in roles and responsibilities, and reviewed summaries of executive
compensation surveys published by Mercer and Sibson. Ultimate decisions were
based on the subjective business judgment of the Committee. The 1993
contributions of each named executive were significant. Mr. Stone led the team
of key individuals who were instrumental in obtaining final approval, following
a series of Council votes, for the Montgomery County Project to begin
construction. This vital accomplishment was largely the result of Mr. Stone's
ability to rally the OPI team as well as his personal tenaciousness and
credibility. Mr. Stone was also successful in a number of other project
development issues during 1993. Mr. Mack focused on the international arena in
1993. He obtained new relationships and set in motion the means for OPI to
pursue expanded rights to the Martin technology, thereby allowing OPI to develop
projects in additional international territories.

Mr. Mack was also instrumental in implementing other key projects including
Mercer County. Mr. Klett is responsible for the operation of all OPI facilities,
including three additional facility operations acquired from Asea Brown Boveri
Inc. ('ABB') in 1993. He has built a top quality team, both at headquarters and
in the field. His team is responsible for a significant jump in 1993 income from
the non-ABB facilities. In addition, Mr. Klett and the operations and
engineering team undertook a major capital refurbishment program on the large
refuse derived fuel plants acquired from ABB. Due to the organizational
flexibility at OPI and the functional flexibility of each officer's position, we
do not 'match' the executive against a 'counterpart' position, but review
prevailing practices in compensation levels of executives as a group. The
Committee reviewed two published surveys of executive pay levels at companies
with revenues ranging from $500 million -$1.5 billion (Mercer) and $400
million -- $700 million (Sibson), across all industries. The Committee's
decisions, with respect to both base salaries and total cash compensation, range
from the 50th percentile into the upper quartile of prevailing practice in
executive pay.

POLICY ON EXECUTIVE COMPENSATION IN EXCESS OF $1 MILLION

At this time, OPI has no executive officers whose compensation exceeds $1
million. Mr. Ablon's compensation is paid to him by Ogden Corporation.

PROFIT SHARING

The Committee declared a 10% company contribution to the OPI Profit Sharing
Plan for 1993. This discretionary decision was made based on the $80.2 million
in 1993 pretax profits from continuing operations.

SUMMARY

Compensation decisions, both individual, and in aggregate, are complex.
They cannot be reduced to a simple formula nor determined mechanically from a
set of guidelines. Nevertheless, the Compensation Committee has endeavored to
act in a manner consistent with the stated compensation philosophy and in the
best interests of the shareholders.

Jeffrey F. Friedman, Chairman
William M. Batten
Robert E. Smith

PERFORMANCE GRAPH

The following performance graph reflects the cumulative total shareholder
return on OPI's Common Stock as compared with the cumulative total return on the
S & P 500 Composite Stock Price Index and the S&P Commercial Services Index for
OPI from August 2, 1989 (the effective date of OPI's initial public offering) to
December 31, 1993. The graph assumes that the value of the investment in OPI
Common Stock and each index was $100 at August 2, 1989, and that any dividends
were reinvested.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
[PERFORMANCE GRAPH]

08/02/89 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93
--------------------------------------------------------------

S&P 500 100 104 100 131 141 155
S&P Commercial
Services 100 95 80 87 86 83
OPI 100 140 109 124 112 92

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth the aggregate cash and
non-cash compensation for each of the last three fiscal years awarded to, earned
by or paid to the Chief Executive Officer of OPI and each of OPI's four other
most highly compensated executive officers whose salary and bonus exceeded
$100,000:

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION AWARDS
------------------------------------------ -----------------------
OTHER ANNUAL NUMBER ALL OTHER
NAME AND COMPENSATION OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR SALARY BONUS (2)(3) SAR'S (3)(4)
- ------------------------------- ---- -------- -------- ------------ -------- ------------

R. Richard Ablon,(6) Chairman 1993 $700,000 $875,000 $107,192(5) $165,124
of the Board and Chief 1992 700,000 800,000 89,353 207,763
Executive Officer 1991 500,000 700,000
Scott G. Mackin, President and 1993 325,000 300,000 66,209
Chief Operating Officer 1992 250,000 225,000 55,870
1991 175,000 150,000
Bruce W. Stone, Executive Vice 1993 196,460 153,977 42,077(7) 42,571
President and Managing 1992 188,000 125,000 38,212
Director 1991 175,000 90,000
William C. Mack, Executive Vice 1993 194,688 120,000 35,520
President 1992 187,200 100,000 40,269
1991 180,000 100,000
John M. Klett, 1993 175,000 110,000 7,500(8) 29,290
Executive Vice President, 1992 150,000 90,000 24,528
Operations 1991 135,000 90,000

- ------------

(1) Includes annual compensation awarded to, earned by, or paid to the
individual during the year, or any portion thereof, that he served as an
executive officer of OPI.

(2) The amounts in this column represent personal benefits which in the
aggregate exceeded the lesser of $50,000 or 10% of the executive's combined
salary and bonus.

(3) In accordance with applicable rules information with respect to fiscal year
1991 is not included.

(4) Includes for the fiscal year ending December 31, 1993: (i) OPI contributions
of $21,006 credited to each of the account balances of Messrs. Mackin,
Stone, Mack, and Klett under the OPI Profit Sharing Plan. No contribution
was made to the account balance of Mr. Ablon under the Ogden Profit Sharing
Plan; (ii) special discretionary cash payments under the OPI Supplemental
Plan due to contribution limitations imposed by the terms of the Ogden and
OPI Profit Sharing Plans and the Internal Revenue Code were made to each of
Messrs. Mackin, Stone, Mack, and Klett in the amounts of $42,937, $16,736,
$9,977, and $6,641, respectively. As a result of the participation by Mr.
Ablon in the Ogden Corporation Profit Sharing Plan prior to its merger in
1989, a cash payment was made to him in the amount of $160,840; and (iii)
payments for life insurance coverage for each of Messrs. Ablon, Mackin,
Stone, Mack and Klett in the amount of $4,284, $2,266, $4,829, $4,537 and
$1,643, respectively.

(5) Of this amount $18,291 represents reimbursement for medical expenses
incurred by Mr. Ablon and his family in 1993 and $77,303 represents a charge
for the use of the Ogden airplane in 1993.

(6) Mr. Ablon's compensation is the amount paid to him by Ogden for services
rendered on behalf of Ogden and its subsidiaries.

(7) Of this amount, $32,427 represents reimbursement for medical expenses
incurred by Mr. Stone and his family during 1993.

(8) Represents Ogden Corporation non-qualified stock options with limited stock
appreciation rights granted to Mr. Klett on January 26, 1993 at an exercise
price of $23.5625 per share (see the Option/SAR Grant in Last Fiscal Year
Table of this Proxy Statement).

STOCK OPTION TABLES

The following tables set forth information with respect to the named
executive officers of OPI concerning the grant (Table I) and exercise (Table II)
of Ogden and OPI stock options during the last fiscal year and unexercised stock
options held as of the end of the last fiscal year:

TABLE I
OPTION/SAR GRANTS IN LAST FISCAL YEAR

POTENTIAL
REALIZED VALUE
% OF TOTAL AT ASSUMED ANNUAL
OPTIONS/ RATES OF STOCK
NUMBER OF SARS GRANTED PRICE APPRECIATION
OPTIONS/ TO EMPLOYEES EXERCISE OR FOR OPTION TERM (2)
SARS IN FISCAL BASE PRICE EXPIRATION -------------------------
NAME GRANTED (1) YEAR PER SHARE DATE 0% 5% 10%
- ------------------------- ----------- ------------ ----------- ---------- ----- ------- -------

R. Richard Ablon......... None N/A $ N/A N/A $ N/A $ N/A $ N/A
Scott G. Mackin.......... None N/A N/A N/A N/A N/A N/A
Bruce W. Stone........... None N/A N/A N/A N/A N/A N/A
William C. Mack.......... None N/A N/A N/A N/A N/A N/A
John M. Klett............ 7,500 4.74% 23.5625 1/26/2003 0 111,137 281,644

- ------------

(1) All options were granted at the fair market value of the Ogden Common stock
on the date of grant, vest at the rate of 20% per year over a five year
period, and expire 10 years from date of grant. Each option is accompanied
by a limited stock appreciation right which provides that the option becomes
immediately exercisable upon a Change in Control of Ogden, as defined in the
Ogden 1990 Stock Option Plan. See the Limited Stock Appreciation Rights
section of this Proxy Statement.

(2) The amounts under the columns labeled '5%' and '10%' are included pursuant
to certain rules promulgated by the Securities and Exchange Commission and
are not intended to forecast future appreciation, if any, in the price of
the Ogden common stock. Such amounts are based on the assumption that the
named persons hold the options granted for their full 10 year term. The
actual value of the options will vary in accordance with the market price of
the common stock. The column headed '0%' is included to demonstrate that the
options were granted at fair market value and that the optionees will not
recognize any gain without an increase in the stock price.

TABLE II
OGDEN PROJECTS, INC.
AGGREGATED OPTION EXERCISES IN 1993
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF VALUE OF UNEXERCISED
SECURITIES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
UNDERLYING OPTIONS AT FY-END AT FY-END (4)
OPTIONS VALUE ---------------------------- ---------------------------
NAME EXERCISED REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ---------- -------- ----------- ------------- ----------- -------------

R. Richard Ablon............ 6,646 $54,138(1) 125,000(2) 0 $ 551,563 $ 0
0 0 318,354(3) 150,000 1,843,275 721,875
Scott G. Mackin............. 0 0 35,000(2) 0 154,438 0
0 0 85,000(3) 50,000 360,938 240,625
Bruce W. Stone.............. 0 0 30,000(2) 0 132,375 0
0 0 85,000(3) 50,000 360,938 240,625
William C. Mack............. 0 0 25,000(2) 0 110,313 0
0 0 87,000(3) 28,000 568,695 134,750
John M. Klett............... 0 0 1,334(2) 0 5,886 0
0 0 30,000(3) 27,500 144,375 132,344

- ------------

(1) Based upon the difference between the exercise price and the average of the
high and low sale price of the Ogden Common Stock on the New York Stock
Exchange Composite Tape on the date of exercise.

(2) Represents options granted under the OPI Stock Option Plan.

(3) Represents options granted under the Ogden Stock Option Plans.

(4) Computed based upon the difference between the exercise price and the
average of the high and low per share sale price of the Ogden and OPI Common
Stock on the New York Stock Exchange Composite Tape on December 30, 1993.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

Employment Contracts

(A) R. Richard Ablon is employed by Ogden as its President and Chief Executive
Officer pursuant to an Employment Agreement which became effective as of
January 1, 1991 and continues through December 31, 1995. Commencing December
31, 1991 and each December 31 thereafter, the term of the agreement is
automatically extended for an additional one-year period until Mr. Ablon
reaches his normal retirement date and year to year thereafter. Either party
may elect not to extend the term for an additional one-year period by
written notice given to the other at least sixty days prior to December 31,
1994 or any subsequent December 31, in which event the agreement would
continue in effect until the expiration of its then existing term at which
time Mr. Ablon's employment would terminate. The annual salary under the
agreement is fixed at a minimum of $500,000 with an annual incentive bonus
in such amount as determined by the Ogden Board of Directors. If Mr. Ablon's
employment is terminated by Ogden or if Mr. Ablon terminates employment for
good reason (as described in the agreement) then Mr. Ablon would be entitled
to a cash payment equal to five times the average of his salary and bonus
paid during the term of the agreement.

(B) Scott G. Mackin is employed by OPI pursuant to an employment agreement dated
as of January 1, 1994 (the 'Employment Agreement'). The Employment Agreement
provides for a minimum annual salary in the amount of $400,000 plus an
annual incentive bonus in such amount as may be fixed by the Board of
Directors of OPI. The Employment Agreement is for a three-year term
commencing January 1, 1994 and continuing through December 31, 1996 and year
to year thereafter, subject to the right of either Mr. Mackin or OPI to
terminate such employment on December 31, 1994 or any subsequent December
31, upon at least sixty days prior written notice. The Employment Agreement
also provides that if the employee terminates employment for good reason (as
defined in the Employment Agreement) or if the employee's employment is
terminated by OPI for any reason other than cause, then the employee is
entitled to a severance benefit equal to three times the employee's annual
salary and bonus at the time of such termination.

(C) Each of Messrs. Stone, Mack, and Klett have employment agreements with OPI
dated as of June 1, 1990 (collectively, the 'Employment Agreements'). The
Employment Agreements provide for minimum annual salaries in differing
amounts, plus an annual incentive bonus in such amount as may be determined
by the Board of Directors of OPI. The Employment Agreements are for a
three-year term commencing June 1, 1990 and continuing through December 31,
1993 and year to year thereafter, subject to the right of either OPI or the
employee to terminate such employment on any December 31, upon at least
sixty days prior written notice. The Employment Agreements also provide that
if the employee terminates employment for good reason (as defined in the
Employment Agreements) or if an employee's

employment is terminated by OPI for any reason other than cause, then the
employee is entitled to a severance benefit equal to three times the
employee's annual salary and bonus at the time of such termination. The
minimum annual salary under each of the Employment Agreements for Messrs.
Mack, Stone, and Klett is $159,135, $144,200, and $115,000, respectively.

Limited Stock Appreciation Rights

Ogden's 1986 and 1990 Stock Option Plans (the 'Plans') permit, in
connection with the grant of option awards, the grant of limited stock
appreciation rights ('LSAR'). In general, the exercise of an LSAR by an optionee
entitles the optionee to an amount in cash, with respect to each share subject
thereto, equal to the excess of the value of a share of Ogden common stock
(determined in accordance with the Plans) on the exercise date over the exercise
price of the related option award. An LSAR is exercisable only during the period
commencing the first day following the occurrence of a Change in Control (as
defined in each optionee Stock Option Agreement) and terminating on the
expiration of ninety days after such date. In general, the term 'Change in
Control' means the acquisition by any person of 20% or more of the voting power
of Ogden's outstanding securities, the approval by Ogden's stockholders of an
agreement to merge Ogden or to sell substantially all of its assets, or the
occurrence of certain changes in the membership of the Ogden Board of Directors.

PENSION PLANS

OPI Pension Plan

Except for Mr. Ablon, each of the executive officers listed in the Summary
Compensation Table participate in the OPI Pension Plan. Under the OPI Pension
Plan all full-time salaried employees of OPI are eligible to participate in the
plan after completing one year of employment with OPI or any affiliate of OPI,
unless they are covered by a collective bargaining agreement that does not
provide for their participation. Mr. Ablon participates in the Ogden Executive
Pension Plan described below and does not participate in the OPI Pension Plan.

Each participant who meets the plan's vesting requirements will be provided
with an annual benefit at or after age 65 equal to 1.5% of the participant's
average compensation during his five consecutive calendar years of employment
resulting in the highest aggregate earnings during the ten consecutive calendar
years immediately preceding his retirement date or termination date, multiplied
by his total years of service with OPI and any affiliate of OPI. Compensation
includes salary and other compensation earned and received during the year, but
does not include imputed income, severance pay, special discretionary cash
payments, or other noncash compensation. A plan participant who is at least age
55 and who retires after completion of at least 5 years of employment with OPI
or any affiliate of OPI receives a benefit equal to the amount he would have
received if he had retired at age 65, reduced by an amount equal to 0.5% of the
benefit multiplied

by the number of months between the date the participant commenced receiving
benefits and the date he would have received benefits if he had not retired
prior to age 65. Retirement benefits are paid from a trust fund maintained under
the OPI Pension Plan which is funded by contributions from OPI. Such
contributions are determined by the Plan's actuary each year to be sufficient to
provide the formularized benefit at retirement as required by the Plan.

OPI also has a Supplemental Deferred Benefit Plan (the 'OPI Supplemental
Plan'), a deferred compensation plan which is not qualified for federal income
tax purposes and which provides that, in the event that the annual retirement
benefit of any participant in the OPI Pension Plan determined pursuant to such
Plan's benefit formula cannot be paid because of certain limits on annual
benefits and contributions imposed by the Internal Revenue Code (the 'Code'),
the amount by which such benefit must be reduced will be paid to the participant
from OPI's general assets. The executive officers of OPI (except Mr. Ablon) are
eligible to participate in the OPI Pension Plan and the OPI Supplemental Plan.

In order to comply with Internal Revenue regulations concerning certain
non-discriminatory tests, the OPI Pension Plan was amended effective as of
January 1, 1994. As amended, the plan provides that all additional benefit
accruals under the plan shall cease effective as of December 31, 1993 and that
all accrued benefits under the plan shall be frozen as of December 31, 1993. OPI
is seeking regulatory or legislative clarification of such tests that would
permit benefit accruals to recommence in 1994.

The following table shows the estimated annual retirement benefits payable
in the form of a life annuity at age 65 under the OPI Pension Plan and the OPI
Supplemental Plan. These benefits are not subject to any deduction for Social
Security benefits.

ANNUAL AVERAGE
EARNINGS IN 5
CONSECUTIVE
HIGHEST PAID
YEARS OUT OF ESTIMATED MAXIMUM ANNUAL RETIREMENT BENEFITS
LAST 10 YEARS BASED ON YEARS OF SERVICE
PRECEDING ------------------------------------------------------------------------------
RETIREMENT 5 10 15 20 25 30 35
- ------------------- ------- ------- -------- -------- -------- -------- --------

$275,000........... $20,625 $41,250 $ 61,875 $ 82,500 $103,125 $123,750 $144,375
300,000........... 22,500 45,000 67,500 90,000 112,500 135,000 157,500
325,000........... 24,375 48,750 73,125 97,500 121,875 146,250 170,625
350,000........... 26,250 52,500 78,750 105,000 131,250 157,500 183,750
375,000........... 28,125 56,250 84,375 112,500 140,625 168,750 196,875
400,000........... 30,000 60,000 90,000 120,000 150,000 180,000 210,000
425,000........... 31,875 63,750 95,625 127,500 159,375 191,250 223,125
525,000........... 39,375 78,750 118,125 157,500 196,875 236,250 275,625
625,000........... 46,875 93,750 140,625 187,500 234,375 281,250 328,125

Messrs. Mackin, Stone, Mack, and Klett have 7.5, 17.83, 8.67, and 7.83
years of credited service, respectively, under the OPI Pension Plan as of
December 31, 1993 and annual average earnings for the last five years of
$392,493, $295,818, $291,713, and $216,129, respectively, as of December 31,
1993.

Ogden Executive Pension Plan

The Ogden Executive Pension Plan is a non-qualified plan that is generally
not subject to the protection of the Employee Retirement Income Security Act of
1974. Ogden makes annual contributions to the Executive Pension Plan, as
determined by Ogden's actuary, which are deposited with The Bank of New York
pursuant to a grantor trust agreement between Ogden and The Bank of New York.

Ogden does not have access to or use of the trust assets; however, the
assets may be subject to the claims of Ogden's general creditors in the event of
its insolvency or bankruptcy. Amounts payable under the Executive Pension Plan
are generally included in the recipient's income only when actually paid. None
of the executive officers of OPI are eligible to participate in the Ogden
Executive Pension Plan except R. Richard Ablon.

On and after January 1, 1989 all eligible executives of Ogden are entitled
to a retirement benefit, subject to certain offsets, equal to 1.5% of the
executives final average compensation for the five consecutive highest paid
years out of the executive's last ten years preceding retirement multiplied by
the executive's years of service. An eligible executive becomes fully vested and
entitled to a benefit under the Executive Pension Plan Trust upon the completion
of five years of service, unless the executive was a participant in Ogden's
prior pension plan on December 31, 1988, in which event the executive is fully
vested.

Pursuant to the provisions of the Executive Pension Plan, the lump-sum
equivalent of the annual benefit reflected in the following table will be
distributed to the executive in one cash payment upon retirement, subject to
offset by any amounts previously distributed to such executive as a result of
the prior termination of Ogden's pension and supplemental pension plans and
subject to an early retirement reduction of 6% per year prior to age 65. The
amount distributed will be treated by the executive as ordinary income at the
time of distribution. R. Richard Ablon had average earnings for the past five
years of $1,434,890. As of December 31, 1992 Mr. Ablon had accrued 23 years of
service under the plan and a lump-sum net benefit accrual in the amount of
$16,354.

ANNUAL AVERAGE
EARNINGS IN 5
CONSECUTIVE HIGHEST ESTIMATED MAXIMUM ANNUAL RETIREMENT BENEFITS
PAID YEARS OUT OF BASED ON YEARS OF SERVICE
LAST 10 YEARS (SUBJECT TO OFFSET AS DESCRIBED ABOVE)
PRECEDING --------------------------------------------------------------------------
RETIREMENT 5 10 15 20 25 30 35
- ---------------------- -------- -------- -------- -------- -------- -------- --------

$ 300,000 ......... $ 22,500 $ 45,000 $ 67,500 $ 90,000 $112,500 $135,000 $157,500
350,000 ......... 26,250 52,500 78,750 105,000 131,250 157,500 183,750
400,000 ......... 30,000 60,000 90,000 120,000 150,000 180,000 210,000
450,000 ......... 33,750 67,500 101,250 135,000 168,750 202,500 236,250
500,000 ......... 37,500 75,000 112,500 150,000 187,500 225,000 262,500
600,000 ......... 45,000 90,000 135,000 180,000 225,000 270,000 315,000
700,000 ......... 52,500 105,000 157,500 210,000 262,500 315,000 367,500
800,000 ......... 60,000 120,000 180,000 240,000 300,000 360,000 420,000
1,000,000 ......... 75,000 150,000 225,000 300,000 375,000 450,000 525,000
1,400,000 ......... 105,000 210,000 315,000 420,000 525,000 630,000 735,000
1,600,000 ......... 120,000 240,000 360,000 480,000 600,000 720,000 840,000

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The maximum amount outstanding during 1993 pursuant to a loan made by OPI
in 1990 to Bruce W. Stone, Executive Vice President and Managing Director of
OPI, for the purposes of assisting Mr. Stone in the purchase of his home was
$94,000. The loan is evidenced by a demand note bearing interest at the rate of
8% per annum. As of December 31, 1993 there was an outstanding balance of
$94,000.

CERTAIN TRANSACTIONS WITH OGDEN

GENERAL

Ogden owns approximately 84.2% of the outstanding Common Stock of OPI. So
long as Ogden continues to own over 50% of OPI's Common Stock, Ogden will be
able to elect the entire Board of Directors of OPI. Five of OPI's current
directors are also executive officers and/or directors of Ogden. Ogden and OPI
expect to engage in future transactions, the terms of which will be determined
through negotiations between Ogden and OPI.

GUARANTEES AND OTHER SERVICES

Ogden provides and intends to continue to provide to OPI certain guarantees
and other services as described below.

Ogden Guarantees

Ogden has guaranteed the performance by OPI and its subsidiaries
(collectively the 'Company') of certain of their contractual obligations under
agreements entered into in connection with waste-to-energy projects, acquisition
agreements, and other transactions. These performance guarantees cover, among
other things, damages which are payable by the Company under certain
circumstances. Additionally, Ogden has agreed to indemnify various sureties that
have issued performance and payment bonds securing certain of the Company's
contractual obligations and has entered into reimbursement agreements with banks
that have issued letters of credit securing such contractual obligations. In the
past, Ogden has not charged OPI for providing its guarantees, and Ogden has
indicated to OPI that it intends to continue this arrangement, but there can be
no assurance that it will do so.

Support Services

Ogden provides OPI with support services in the areas of accounting and
finance, legal, tax, internal audit, corporate governance, investor relations,
benefits administration and insurance. OPI reimburses Ogden, on a monthly basis,
for OPI's allocable share of costs incurred by Ogden for the provision of such
services, which allocation has been agreed upon by the management of Ogden and
the management of OPI. During the fiscal year ended December 31, 1993, the
aggregate amount paid to Ogden for support services was $2.5 million. Ogden
intends to continue to provide the services thereafter at a fee to be agreed
upon by the management of OPI and the management of Ogden.

Ogden currently maintains group medical care, dental care, disability,
life, accidental death and dismemberment, and travel accident coverage (the
'Benefit Plans') for eligible employees, including employees of OPI. OPI and
Ogden expect the arrangements under the Benefit Plans to continue. OPI is
responsible for reimbursing Ogden for premiums, claims, and other costs incurred
in connection with the Benefit Plans. During 1993 these costs amounted to
approximately $2.5 million in respect of Benefit Plans.

Ogden also currently provides OPI with insurance coverage under Ogden's
excess liability policy of insurance. Ogden has informed OPI that it intends to
continue to provide OPI with appropriate insurance under Ogden's excess
liability policy of insurance or to obtain such other specific coverages as may
be required. Costs for such coverages during 1993 amounted to approximately
$700,000 which were reimbursed by OPI to Ogden. The assets of the OPI Pension

Plan and the OPI Profit Sharing Plan are currently held in a separate fund in an
Ogden group trust account, and are administered by committees appointed by OPI
and by Ogden.

Financial Services

OPI participates in Ogden's centralized cash management system. OPI
deposits its excess cash with Ogden to be invested by Ogden at a mutually agreed
upon rate. Such deposits and other balances due from Ogden and its affiliated
companies totaled $136.7 million at December 31, 1993. During 1993 OPI was
credited for net interest in the amount of $2.4 million. Ogden has funded and
has stated that it intends to continue to fund OPI's cash requirements to the
extent necessary. Such funding, if necessary, is expected to be provided in the
form of advances repayable on demand which bear interest at a mutually agreed
rate.

Personnel and Administrative Services

Except for the Manager of Facility Administration, who is an employee of
OPI, the work force at the waste-to-energy facilities operated by OPI and its
subsidiaries are generally provided by Ogden Services, under the technical and
budgetary supervision of OPI. Ogden Services also trains the personnel and
administers the payroll and insurance and benefits areas at each facility. OPI
intends to have Ogden Services continue to provide such personnel, although
Ogden Services is under no contractual obligation to do so.

Ogden Services provides personnel to operate the waste-to-energy facilities
on a cost-plus basis determined from time to time by negotiation between OPI and
Ogden Services. OPI has reimbursed Ogden Services on an annual basis for each
facility's total payroll, including overtime and benefits, plus an annual fee
equal to 10% of such aggregate amount. During 1993 OPI paid approximately $80.0
million to Ogden Services for personnel and services provided.

STATEMENT OF INTENT

On May 25, 1989, the Board of Directors of Ogden adopted a Statement of
Intent providing that it intends to continue to conduct business with OPI and to
continue to provide support services, financial services and performance and
other guarantees, intends to continue to direct Ogden Services to provide
personnel and administrative services to OPI, and that it does not intend to
dispose of shares of OPI common stock it then owned. However, notwithstanding
the foregoing, as in the past, Ogden's Board of Directors will continue to have
the discretion to determine (i) that, in the case of a particular transaction or
because of a significant change in market or general economic conditions, the
provision of support is not in the best interest of Ogden

shareholders at the time or (ii) whether to dispose of any or all of the OPI
common stock owned by it in the future.

INDEMNIFICATION BY OPI OF OGDEN

OPI intends to indemnify Ogden for any payments Ogden may be required to
make in respect of guarantees or other related obligations of Ogden in
connection with OPI's business activities.

TAX SHARING AGREEMENT

OPI is a party to a federal income tax sharing agreement dated as of
January 1, 1989 (the 'Tax Sharing Agreement') with Ogden and two wholly owned
direct subsidiaries of Ogden: Ogden Services and Ogden Financial Services, Inc.
('Ogden Financial'). The Tax Sharing Agreement provides that beginning with the
1989 taxable year the federal income tax of these three companies (and their
subsidiaries, if any) will be computed as follows:

1. For each taxable year, each of OPI, Ogden Services, and Ogden Financial
(each such company and its respective subsidiaries being referred to as a
'Member Group') will prepare a consolidated federal income tax return as though
it were to file such return for its own Member Group, and will pay to Ogden the
amount shown on such return (the 'Tax Sharing Payment') (including making
estimated tax payments to Ogden on account of such taxable year).

2. Ogden will prepare and file a consolidated federal income tax return,
including itself and all of its direct and indirect subsidiaries that are
members of its 'affiliated group' (as defined in Section 1504 of the Code) (the
'Ogden Group'), and pay the amount of tax shown on such return to the IRS.

3. If the amount paid to the IRS by Ogden is greater than the Tax Sharing
Payments received from the Member Groups, Ogden shall absorb such deficit.

4. If the amount paid to the IRS is less than the Tax Sharing Payments from
the Member Groups, then such excess (the 'Consolidated Benefit') will be
redistributed by Ogden as follows:

(a) First, to any Member Group which has available tax credits that
are used by Ogden in calculating Ogden's current consolidated federal
income tax liability but not used by the Member Group in computing the
Member Group's current or prior year Tax Sharing Payment.

(b) Next, to any Member Group which has a current net operating loss
('NOL') or NOL carryover used by Ogden in preparing the current year's
consolidated federal income tax return but not used by the Member Group in
computing the Member Group's current or prior year Tax Sharing Payment. If
the amount remaining after applying subsection (a) above is insufficient to
pay all Member Groups who have current NOLs or NOL carryovers that have

been used by the Ogden Group, then Ogden shall allocate the available
amount in proportion to each Member Group's current NOLs and NOL carryovers
for which such Member Group has received no current or prior years'
benefit.

(c) Finally, the remainder of the Consolidated Benefit after applying
subsections (a) and (b) above shall be retained by Ogden.

5. If the IRS, on audit, or Ogden, on any amended return, makes any changes
to a tax return that has been filed by Ogden for the Ogden Group, then all
amounts due under the Tax Sharing Agreement shall be recomputed and adjusted
accordingly. Each Member Group is liable for (or entitled to) any payment
resulting from such adjustments, regardless of whether such Member Group is a
member of the Ogden Group at the time such recomputation is made.

6. If a Member Group ceases to be includible in the Ogden Group because
Ogden no longer possesses sufficient ownership of the stock of the parent of
such Member Group so as to enable it to be a part of Ogden's 'affiliated group',
no adjustments will be made to the amounts paid by or to such Member Group under
the Tax Sharing Agreement with respect to tax years in which it was includible
in the Ogden Group (other than in the circumstances described in paragraph 5
above) to reflect the extent to which such Member Group may retain tax benefits
for use in subsequent tax years or the extent to which such Member Group has not
been fully compensated by virtue of the terms of the Tax Sharing Agreement for
the use of its tax benefits by other members of the Ogden Group.

In the event that Ogden disposes of shares of OPI's common stock in the
future resulting in OPI's ceasing to be included in the Ogden Group, OPI's
results would no longer be included in Ogden's consolidated federal income tax
return. OPI would, however, remain obligated to reimburse Ogden for any portion
of the Ogden consolidated federal income tax liability that is deemed (under the
provisions of the Tax Sharing Agreement) to be attributable to OPI's obligations
during the periods in which OPI is included in the Ogden consolidated federal
income tax return. Further, the Code and applicable U.S. Treasury regulations
provide that (i) certain deferred income arising from intercompany transactions
between OPI and other members of the Ogden Group would be recognized immediately
and subjected to federal income taxation on the consolidated federal income tax
return of the Ogden Group; and (ii) all members of the Ogden Group (including
OPI) would remain jointly and severally liable for federal income taxes for all
periods during which OPI was a member of the Ogden Group.

Consolidated Benefits expected to be distributed by Ogden to OPI are
estimated to be $20.0 million arising from utilization of OPI tax deductions and
credits against taxable income otherwise payable by the Ogden consolidated tax
group for 1993.

ADDITIONAL INFORMATION

FORM 10-K

Copies of OPI's Annual Report on Form 10-K are available, at no charge, by
writing to: Secretary, Ogden Projects, Inc., 40 Lane Road, Fairfield, New Jersey
07007-2615.

OTHER MATTERS

OPI has no knowledge of any matters to be presented to the meeting other
than those set forth above. The persons named in the accompanying proxy will use
their own discretion in voting with respect to matters which are not determined
or known at the date hereof.

Any proposals of shareholders to be presented at OPI's next Annual Meeting
of Shareholders must be received at OPI's principal executive offices, 40 Lane
Road, Fairfield, New Jersey 07007-2615, Attn: Secretary, not later than December
15, 1994.

[LOGO]

OGDEN
PROJECTS,
INC.
1994
NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT
...................................
THE ANNUAL MEETING OF SHAREHOLDERS
WILL BE HELD AT THE EXECUTIVE
OFFICES OF OGDEN PROJECTS, INC.
LOCATED AT 40 LANE ROAD, FAIRFIELD,
NEW JERSEY, ON MONDAY, MAY 23,
1994, AT 10:00 A.M.

APPENDIX

Graphic and Image Information:

See the performance graph on page 14 of the proxy statement of this
electronic filing.