AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 1996
                                               REGISTRATION NO. 333-

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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


                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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


                           CORNELL CORRECTIONS, INC.
            (Exact Name of Registrant as Specified in Its Charter)

        DELAWARE                                     76-0433642
(State or Other Jurisdiction of                   (I.R.S. Employer
Incorporation or Organization                    Identification No.)
                                      
                                      
                            4801 WOODWAY, SUITE 400W
                                 HOUSTON, TEXAS
                    (Address of Principal Executive Offices)
                                      77056
                                   (Zip Code)
                                          
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               CORNELL CORRECTIONS, INC. 1996 STOCK OPTION PLAN
                           (Full title of the plan)
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                               DAVID M. CORNELL
                            CHIEF EXECUTIVE OFFICER
                           CORNELL CORRECTIONS, INC.
                           4801 WOODWAY, SUITE 400W
                             HOUSTON, TEXAS 77056
                    (Name and Address of Agent for Service)


                    Telephone Number, Including Area Code,
                             of Agent for Service:
                                (713) 623-0790


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================== ============== ================= =============== ===========
                                                          Proposed
      Title of            Amount     Proposed Maximum      Maximum      Amount of
  Securities to be        to be      Offering Price Per   Aggregate    Registration
     Registered         Registered       Share(1)      Offering Price(1)   Fee
<S>                      <C>            <C>            <C>             <C>      
Common Stock (par value
 $.001 per share)        639,140        $ 9.1875       $5,872,098.75   $1,780.00
===================== ============== ================= =============== ===========
</TABLE>
(1)    Estimated in accordance with Rule 457(c) and (h) solely for the purpose
       of calculating the registration fee and based upon the average of the
       high and low sales price of the shares of Common Stock of Cornell
       Corrections, Inc. quoted on the American Stock Exchange on December 24,
       1996.
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<PAGE>
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       Note:This Registration Statement covers the 639,140 shares of the common
stock, par value $.001 per share, of Cornell Corrections, Inc. (the "Company")
reserved for issuance (and not previously issued) under the Cornell Corrections,
Inc. 1996 Stock Option Plan (the "Plan"). These 639,140 shares are available for
grant and issuance under the Plan. The document(s) containing the information
specified in Items 1 and 2 of Part I of Form S-8 will be provided to
participants under the Plan as specified by Rule 428 of the Securities Act of
1933, as amended (the "Securities Act") and, in accordance with the requirements
of Part I of Form S-8 of the Securities Act, are not being filed with the
Securities and Exchange Commission (the "Commission") as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registration shall furnish to the Commission or its staff a copy or copies of
all of the documents included in such file.


                                      I-1
<PAGE>
                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents, which the registrant, Cornell Corrections, Inc.
(the "Company") has filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (File No. 1-14472), are incorporated by reference and shall be
deemed to be a part hereof:

       1. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996;

       2. The Company's prospectus dated October 3, 1996, as filed with the
Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended
(the "Securities Act"); and

       3. The description of the Company's common stock, par value $.001 per
share ("Common Stock") contained in the Company's Registration Statement on Form
8-A, as filed with the Commission on September 10, 1996, pursuant to the
Exchange Act.

       All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

       Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

       The audited financial statements included in the Company's prospectus
dated October 3, 1996 and incorporated by reference in this Registration
Statement, have been audited by Arthur Andersen LLP, independent public
accountants, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm as experts in accounting and auditing.


ITEM 4.DESCRIPTION OF SECURITIES

       Not Applicable.


ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL

       Certain legal matters in the connection with the shares of Common Stock
offered hereby are being passed upon for the Company by Baker & Botts, L.L.P.,
Houston, Texas. Wade H. Whilden, a partner of Baker & Botts, L.L.P., owns
options to purchase 50,000 shares of Common Stock.

                                     II-1
<PAGE>
ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS

  DELAWARE GENERAL CORPORATION LAW

       Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

       Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

       Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

       Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of Section 145. Such determination shall be
made (1) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) if there are no such
directors, by independent legal counsel in a written opinion, or (3) by the
stockholders.

       Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

       Section 145(f) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which

                                     II-2
<PAGE>
those seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

       Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

       Section 145(j) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

  CERTIFICATE OF INCORPORATION

       The Restated Certificate of Incorporation of the Company provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL. Further, any repeal or modification of such
provision of the Restated Certificate of Incorporation by the stockholders of
the Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company existing at
the time of such repeal or modification. Additionally, the Restated Certificate
of Incorporation provides that the Company will indemnify its officers and
directors to the fullest extent permitted by the DGCL.

  BYLAWS

       The Amended and Restated Bylaws of the Company (the "Bylaws") provide
that each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she or a
person of whom he or she is the legal representative, is or was or has agreed to
become a director or officer of the Company or is or was serving or has agreed
to serve at the request of the Company as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving or having agreed to
serve as a director or officer, shall be indemnified and held harmless by the
Company to the fullest extent authorized by the DGCL, as the same exists or may
thereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment) against all expense, liability and loss (including without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to serve in the capacity which initially entitled
such person to indemnity thereunder and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that the Company shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the board of directors of the Company. The
Bylaws further provide that the right to indemnification conferred thereby shall
be a contract right and shall include the right to be paid by the Company the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the DGCL requires, the payment of such
expenses incurred by a current, former or proposed director or officer in his or
her capacity as a director or officer or proposed director or officer (and not
in any other capacity in which service was or is or has been agreed to be
rendered

                                     II-3
<PAGE>
by such person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Company of an undertaking,
by or on behalf of such indemnified person, to repay all amounts so advanced if
it shall ultimately be determined that such indemnified person is not entitled
to be indemnified under the Bylaws or otherwise. In addition, the Bylaws provide
that the Company may, by action of its board of directors, provide
indemnification to employees and agents of the Company, individually or as a
group, with the same scope and effect as the indemnification of directors and
officers provided for in the Bylaws.

  INDEMNIFICATION AGREEMENTS

       The Company has entered into Indemnification Agreements with each of its
officers and directors. The Indemnification Agreements provide that the Company
shall indemnify the officer or director and hold him harmless from any losses
and expenses which, in type or amount, are not insured under the directors and
officers' liability insurance maintained by the Company, and generally
indemnifies the officer or director against losses and expenses as a result of a
claim or claims made against him for any breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted by the officer or director or any of the foregoing alleged by any
claimant or any claim against the officer or director solely by reason of him
being an officer or director of the Company, subject to certain exclusions. The
Indemnification Agreements also provide certain procedures regarding the right
to indemnification and for the advancement of expenses.

  UNDERWRITING AGREEMENT

       The Underwriting Agreement dated October 3, 1996 among the Company, the
Selling Stockholders referred to therein and the underwriters listed in Schedule
A thereto, a form of which Underwriting Agreement was filed as Exhibit 1.1 to
the Company's Registration Statement on Form S-1 (Registration No. 33-08243),
provides for the indemnification of the directors and officers of the Company in
certain circumstances.

  INSURANCE

       The Company has obtained a policy of liability insurance to insure its
officers and directors against losses resulting from certain acts committed by
them in their capacities as officers and directors of the Company.


ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED

       Not Applicable.


ITEM 8.EXHIBITS

       The following documents are filed as a part of this registration
statement or incorporated by reference herein:



Exhibit
  NO.                                    DESCRIPTION

4.1*   Form of Restated Certificate of Incorporation of the Company
       (incorporated by reference to Exhibit 3.1 to the Company's Registration
       Statement on Form S-1 (Registration No. 333-08243))

4.2*   Form of Amended and Restated Bylaws of the Company (incorporated by
       reference to Exhibit 3.2 to the Company's Registration Statement on Form
       S-1 (Registration No. 333-08243))

4.3*   Form of Certificate representing Common Stock (incorporated by reference
       to Exhibit 4.1 to the Company's Registration Statement on Form S-1
       (Registration No. 333-08243))


                                      II-4
<PAGE>
4.4    Cornell Corrections, Inc. 1996 Stock Option Plan

5      Opinion of Baker & Botts, L.L.P.

23.1   Consent of Arthur Andersen LLP

23.2   Consent of Baker & Botts, L.L.P. (included in Exhibit 5)

24     Powers of Attorney

  *    Incorporated herein by reference as indicated.

ITEM 9.UNDERTAKINGS

       (a)  The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:

                     (i) To include any prospectus required by Section 10(a)(3)
              of the Securities Act;

                     (ii) To reflect in the prospectus any facts or events
              arising after the effective date of the Registration Statement (or
              the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the Registration Statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) under the Securities
              Act if, in the aggregate, the changes in volume and price
              represent no more than a 20% change in the maximum aggregate
              offering price set forth in the "Calculation of Registration Fee"
              table in the effective registration statement;

                     (iii) To include any material information with respect to
              the plan of distribution not previously disclosed in the
              Registration Statement or any material change to such information
              in the Registration Statement;

  PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (a)(1)(i) and
  (a)(1)(ii) above do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed by the registrant pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in the Registration Statement.

            (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be
       a new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be
       the initial BONA FIDE offering thereof.

            (3) To remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.

       (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

       (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as

                                     II-5
<PAGE>
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                     II-6
<PAGE>
                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on December 31, 1996.

                                    CORNELL CORRECTIONS, INC.


                                    By:/S/ DAVID M. CORNELL
                                           David M. Cornell
                                           CHAIRMAN OF THE BOARD, PRESIDENT
                                           AND CHIEF EXECUTIVE OFFICER


       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 31, 1996.


             Signature                                Title


/S/ DAVID M. CORNELL                  President, Chief Executive Officer 
    David M. Cornell                  and Director (Principal Executive Officer)

/S/ STEVEN W. LOGAN                   Chief Financial Officer, Treasurer and 
    Steven W. Logan                   Secretary (Principal Financial and 
                                      Accounting Officer)
                                                                                
/S/ CAMPBELL A. GRIFFIN, JR.*          
    Campbell A. Griffin, Jr.
                                      Director
/S/ RICHARD T. HENSHAW III *
    Richard T. Henshaw III
                                      Director
/S/ PETER A. LEIDEL *
    Peter A. Leidel
                                      Director
/S/ TUCKER TAYLOR *
    Tucker Taylor
                                      Director
* By: /S/ DAVID M. CORNELL
         David M. Cornell
         Attorney-in-Fact


                                     II-7
<PAGE>
                                  EXHIBIT INDEX

Exhibit                           DESCRIPTION
  NO.

4.1*   FORM OF RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY
       (INCORPORATED BY REFERENCE TO EXHIBIT 3.1 TO THE COMPANY'S REGISTRATION
       STATEMENT ON FORM S-1 (REGISTRATION NO. 333-08243))

4.2*   FORM OF AMENDED AND RESTATED BYLAWS OF THE COMPANY (INCORPORATED BY
       REFERENCE TO EXHIBIT 3.2 TO THE COMPANY'S REGISTRATION STATEMENT ON FORM
       S-1 (REGISTRATION NO. 333-08243))

4.3*   FORM OF CERTIFICATE REPRESENTING COMMON STOCK (INCORPORATED BY REFERENCE
       TO EXHIBIT 4.1 TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1
       (REGISTRATION NO. 333-08243))

4.4    CORNELL CORRECTIONS, INC. 1996 STOCK OPTION PLAN

5      OPINION OF BAKER & BOTTS, L.L.P.

23.1   CONSENT OF ARTHUR ANDERSEN LLP

23.2   CONSENT OF BAKER & BOTTS, L.L.P. (INCLUDED IN EXHIBIT 5)

24     POWERS OF ATTORNEY

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

*     INCORPORATED HEREIN BY REFERENCE AS INDICATED.

                                     II-8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 29322}]
{"company-data": {"conformed-name": "CORNELL CORRECTIONS INC", "cik": "0001016152", "assigned-sic": "8744", "irs-number": "760433642", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19145", "film-number": "96689265"}, "business-address": {"street1": "4801 WOODWAY", "street2": "STE 400W", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7136230790"}, "mail-address": {"street1": "4801 WOODWAY", "street2": "STE 400W", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 1996
                                               REGISTRATION NO. 333-

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                           CORNELL CORRECTIONS, INC.
            (Exact Name of Registrant as Specified in Its Charter)

        DELAWARE                                     76-0433642
(State or Other Jurisdiction of                   (I.R.S. Employer
Incorporation or Organization                    Identification No.)
                                      
                                      
                            4801 WOODWAY, SUITE 400W
                                 HOUSTON, TEXAS
                    (Address of Principal Executive Offices)
                                      77056
                                   (Zip Code)
                                          
------------------------------------------------------------------------------
               CORNELL CORRECTIONS, INC. 1996 STOCK OPTION PLAN
                           (Full title of the plan)
------------------------------------------------------------------------------

                               DAVID M. CORNELL
                            CHIEF EXECUTIVE OFFICER
                           CORNELL CORRECTIONS, INC.
                           4801 WOODWAY, SUITE 400W
                             HOUSTON, TEXAS 77056
                    (Name and Address of Agent for Service)

                    Telephone Number, Including Area Code,
                             of Agent for Service:
                                (713) 623-0790

                        CALCULATION OF REGISTRATION FEE
===================== ============== ================= =============== ===========
                                                          Proposed
      Title of            Amount     Proposed Maximum      Maximum      Amount of
  Securities to be        to be      Offering Price Per   Aggregate    Registration
     Registered         Registered       Share(1)      Offering Price(1)   Fee
Common Stock (par value
 $.001 per share)        639,140        $ 9.1875       $5,872,098.75   $1,780.00
===================== ============== ================= =============== ===========
(1)    Estimated in accordance with Rule 457(c) and (h) solely for the purpose
       of calculating the registration fee and based upon the average of the
       high and low sales price of the shares of Common Stock of Cornell
       Corrections, Inc. quoted on the American Stock Exchange on December 24,
       1996.
------------------------------------------------------------------------------
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       Note:This Registration Statement covers the 639,140 shares of the common
stock, par value $.001 per share, of Cornell Corrections, Inc. (the "Company")
reserved for issuance (and not previously issued) under the Cornell Corrections,
Inc. 1996 Stock Option Plan (the "Plan"). These 639,140 shares are available for
grant and issuance under the Plan. The document(s) containing the information
specified in Items 1 and 2 of Part I of Form S-8 will be provided to
participants under the Plan as specified by Rule 428 of the Securities Act of
1933, as amended (the "Securities Act") and, in accordance with the requirements
of Part I of Form S-8 of the Securities Act, are not being filed with the
Securities and Exchange Commission (the "Commission") as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registration shall furnish to the Commission or its staff a copy or copies of
all of the documents included in such file.

                                      I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents, which the registrant, Cornell Corrections, Inc.
(the "Company") has filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (File No. 1-14472), are incorporated by reference and shall be
deemed to be a part hereof:

       1. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996;

       2. The Company's prospectus dated October 3, 1996, as filed with the
Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended
(the "Securities Act"); and

       3. The description of the Company's common stock, par value $.001 per
share ("Common Stock") contained in the Company's Registration Statement on Form
8-A, as filed with the Commission on September 10, 1996, pursuant to the
Exchange Act.

       All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

       Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed supplement to
this Registration Statement or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

       The audited financial statements included in the Company's prospectus
dated October 3, 1996 and incorporated by reference in this Registration
Statement, have been audited by Arthur Andersen LLP, independent public
accountants, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm as experts in accounting and auditing.

ITEM 4.DESCRIPTION OF SECURITIES

       Not Applicable.

ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL

       Certain legal matters in the connection with the shares of Common Stock
offered hereby are being passed upon for the Company by Baker & Botts, L.L.P.,
Houston, Texas. Wade H. Whilden, a partner of Baker & Botts, L.L.P., owns
options to purchase 50,000 shares of Common Stock.

                                     II-1
ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS

  DELAWARE GENERAL CORPORATION LAW

       Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

       Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

       Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

       Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b) of Section 145. Such determination shall be
made (1) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) if there are no such
directors, by independent legal counsel in a written opinion, or (3) by the
stockholders.

       Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

       Section 145(f) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which

                                     II-2
those seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

       Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

       Section 145(j) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

  CERTIFICATE OF INCORPORATION

       The Restated Certificate of Incorporation of the Company provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL. Further, any repeal or modification of such
provision of the Restated Certificate of Incorporation by the stockholders of
the Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company existing at
the time of such repeal or modification. Additionally, the Restated Certificate
of Incorporation provides that the Company will indemnify its officers and
directors to the fullest extent permitted by the DGCL.

  BYLAWS

       The Amended and Restated Bylaws of the Company (the "Bylaws") provide
that each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she or a
person of whom he or she is the legal representative, is or was or has agreed to
become a director or officer of the Company or is or was serving or has agreed
to serve at the request of the Company as a director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving or having agreed to
serve as a director or officer, shall be indemnified and held harmless by the
Company to the fullest extent authorized by the DGCL, as the same exists or may
thereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment) against all expense, liability and loss (including without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to serve in the capacity which initially entitled
such person to indemnity thereunder and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that the Company shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the board of directors of the Company. The
Bylaws further provide that the right to indemnification conferred thereby shall
be a contract right and shall include the right to be paid by the Company the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the DGCL requires, the payment of such
expenses incurred by a current, former or proposed director or officer in his or
her capacity as a director or officer or proposed director or officer (and not
in any other capacity in which service was or is or has been agreed to be
rendered

                                     II-3
by such person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Company of an undertaking,
by or on behalf of such indemnified person, to repay all amounts so advanced if
it shall ultimately be determined that such indemnified person is not entitled
to be indemnified under the Bylaws or otherwise. In addition, the Bylaws provide
that the Company may, by action of its board of directors, provide
indemnification to employees and agents of the Company, individually or as a
group, with the same scope and effect as the indemnification of directors and
officers provided for in the Bylaws.

  INDEMNIFICATION AGREEMENTS

       The Company has entered into Indemnification Agreements with each of its
officers and directors. The Indemnification Agreements provide that the Company
shall indemnify the officer or director and hold him harmless from any losses
and expenses which, in type or amount, are not insured under the directors and
officers' liability insurance maintained by the Company, and generally
indemnifies the officer or director against losses and expenses as a result of a
claim or claims made against him for any breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted by the officer or director or any of the foregoing alleged by any
claimant or any claim against the officer or director solely by reason of him
being an officer or director of the Company, subject to certain exclusions. The
Indemnification Agreements also provide certain procedures regarding the right
to indemnification and for the advancement of expenses.

  UNDERWRITING AGREEMENT

       The Underwriting Agreement dated October 3, 1996 among the Company, the
Selling Stockholders referred to therein and the underwriters listed in Schedule
A thereto, a form of which Underwriting Agreement was filed as Exhibit 1.1 to
the Company's Registration Statement on Form S-1 (Registration No. 33-08243),
provides for the indemnification of the directors and officers of the Company in
certain circumstances.

  INSURANCE

       The Company has obtained a policy of liability insurance to insure its
officers and directors against losses resulting from certain acts committed by
them in their capacities as officers and directors of the Company.

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED

       Not Applicable.

ITEM 8.EXHIBITS

       The following documents are filed as a part of this registration
statement or incorporated by reference herein:

Exhibit
  NO.                                    DESCRIPTION

4.1*   Form of Restated Certificate of Incorporation of the Company
       (incorporated by reference to Exhibit 3.1 to the Company's Registration
       Statement on Form S-1 (Registration No. 333-08243))

4.2*   Form of Amended and Restated Bylaws of the Company (incorporated by
       reference to Exhibit 3.2 to the Company's Registration Statement on Form
       S-1 (Registration No. 333-08243))

4.3*   Form of Certificate representing Common Stock (incorporated by reference
       to Exhibit 4.1 to the Company's Registration Statement on Form S-1
       (Registration No. 333-08243))

                                      II-4
4.4    Cornell Corrections, Inc. 1996 Stock Option Plan

5      Opinion of Baker & Botts, L.L.P.

23.1   Consent of Arthur Andersen LLP

23.2   Consent of Baker & Botts, L.L.P. (included in Exhibit 5)

24     Powers of Attorney

  *    Incorporated herein by reference as indicated.

ITEM 9.UNDERTAKINGS

       (a)  The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:

                     (i) To include any prospectus required by Section 10(a)(3)
              of the Securities Act;

                     (ii) To reflect in the prospectus any facts or events
              arising after the effective date of the Registration Statement (or
              the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the Registration Statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) under the Securities
              Act if, in the aggregate, the changes in volume and price
              represent no more than a 20% change in the maximum aggregate
              offering price set forth in the "Calculation of Registration Fee"
              table in the effective registration statement;

                     (iii) To include any material information with respect to
              the plan of distribution not previously disclosed in the
              Registration Statement or any material change to such information
              in the Registration Statement;

  PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (a)(1)(i) and
  (a)(1)(ii) above do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed by the registrant pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in the Registration Statement.

            (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be
       a new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be
       the initial BONA FIDE offering thereof.

            (3) To remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.

       (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

       (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as

                                     II-5
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                     II-6
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on December 31, 1996.

                                    CORNELL CORRECTIONS, INC.

                                    By:/S/ DAVID M. CORNELL
                                           David M. Cornell
                                           CHAIRMAN OF THE BOARD, PRESIDENT
                                           AND CHIEF EXECUTIVE OFFICER

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 31, 1996.

             Signature                                Title

/S/ DAVID M. CORNELL                  President, Chief Executive Officer 
    David M. Cornell                  and Director (Principal Executive Officer)

/S/ STEVEN W. LOGAN                   Chief Financial Officer, Treasurer and 
    Steven W. Logan                   Secretary (Principal Financial and 
                                      Accounting Officer)
                                                                                
/S/ CAMPBELL A. GRIFFIN, JR.*          
    Campbell A. Griffin, Jr.
                                      Director
/S/ RICHARD T. HENSHAW III *
    Richard T. Henshaw III
                                      Director
/S/ PETER A. LEIDEL *
    Peter A. Leidel
                                      Director
/S/ TUCKER TAYLOR *
    Tucker Taylor
                                      Director
* By: /S/ DAVID M. CORNELL
         David M. Cornell
         Attorney-in-Fact

                                     II-7
EXHIBIT INDEX

Exhibit                           DESCRIPTION
  NO.

4.1*   FORM OF RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY
       (INCORPORATED BY REFERENCE TO EXHIBIT 3.1 TO THE COMPANY'S REGISTRATION
       STATEMENT ON FORM S-1 (REGISTRATION NO. 333-08243))

4.2*   FORM OF AMENDED AND RESTATED BYLAWS OF THE COMPANY (INCORPORATED BY
       REFERENCE TO EXHIBIT 3.2 TO THE COMPANY'S REGISTRATION STATEMENT ON FORM
       S-1 (REGISTRATION NO. 333-08243))

4.3*   FORM OF CERTIFICATE REPRESENTING COMMON STOCK (INCORPORATED BY REFERENCE
       TO EXHIBIT 4.1 TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1
       (REGISTRATION NO. 333-08243))

4.4    CORNELL CORRECTIONS, INC. 1996 STOCK OPTION PLAN

5      OPINION OF BAKER & BOTTS, L.L.P.

23.1   CONSENT OF ARTHUR ANDERSEN LLP

23.2   CONSENT OF BAKER & BOTTS, L.L.P. (INCLUDED IN EXHIBIT 5)

24     POWERS OF ATTORNEY

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

*     INCORPORATED HEREIN BY REFERENCE AS INDICATED.

                                     II-8