Exhibit 10.8(j)(i)


                                                                October 13, 1998

Mr. Jesus Sainz
Paseo Conde de los Gaitanes, 34
La Moraleja  28109
Madrid, Spain

Dear Mr. Sainz:

         This letter will confirm the agreement between you and Ogden
Corporation (the "Company") that, effective as of October 1, 1998, Paragraph 9.
Termination by the Employee for Good Reason of the Employment Agreement between
you and the Company, dated as of January 15, 1997 (the "Employment Agreement")
is hereby amended by adding the following Subparagraph (e) thereto: "(e) any
"Change in Control" of the Company as defined in Appendix A to this Employment
Agreement". All other terms and conditions of the Employment Agreement remain
unchanged and in full force and effect.








AGREED AND ACCEPTED                               Very truly yours,

                                                  Ogden Corporation


/s/ Jesus Sainz     Date: October __, 1998        By /s/ R. Richard Ablon
- ---------------                                     ---------------------------
Jesus Sainz                                                 Chairman of the
                                                         Board, President and
                                                            Chief Executive
                                                                Officer





                                   APPENDIX A

                         DEFINITION OF CHANGE IN CONTROL


The following definition of Change in Control shall apply for purposes of
Paragraph 9.(e) of the Employment Agreement:

Change in Control. Change in Control of the Company shall be deemed to have
occurred as of the first day any one or more of the following conditions shall
have been satisfied:

(a)      Any person, or more than one person acting as a group (within the
         meaning of the Securities Exchange Act of 1934), other than a trustee
         or other fiduciary holding securities under an employee benefit plan
         sponsored by the Company, becomes the beneficial owner, directly or
         indirectly, of securities of the Company, representing more than
         twenty-five percent (25%) of the combined voting power of the Company's
         then outstanding securities;

(b)      Individuals who, as of May 20, 1998, constitute the Board of Directors
         of the Company (the Incumbent Board) cease for any reason to constitute
         at least a majority of the Board; provided, however, that any
         individual becoming a director subsequent to May 20, 1998, whose
         election, or nomination for election by the Company's shareholders, was
         approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board shall be considered as though such
         individual were a member of the Incumbent Board, but excluding, for
         this purpose, any such individual whose initial assumption of office
         occurs as a result of an actual or threatened election contest with
         respect to the election or removal of directors or other actual or
         threatened solicitation of proxies or consents by or on behalf of a
         person other than the Board; or

(c)      The stockholders of the Company approve: (i) a plan of complete
         liquidation of the Company; or (ii) an agreement for the sale or
         disposition of all or substantially all of the Company's assets; or
         (iii) a merger, consolidation, or reorganization of the Company with or
         involving any other corporation, other than a merger, consolidation, or
         reorganization that would result in the voting securities of the
         Company outstanding immediately prior thereto continuing to represent
         (either by remaining outstanding or by being converted into voting
         securities of the surviving entity) at least seventy-five percent (75%)
         of the combined voting power of the voting securities of the Company
         (or such surviving entity) outstanding immediately after such merger,
         consolidation, or reorganization.


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