AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000
                                          REGISTRATION NO. 333 - _______________
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             CORNELL COMPANIES, 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.)

    1700 West Loop South, Suite 1500                             77027
            Houston, Texas                                     (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                Cornell Companies, Inc. 2000 Director Stock Plan
                            (FULL TITLE OF THE PLAN)

                                 Steven W. Logan
                             Chief Executive Officer
                        1700 West Loop South, Suite 1500
                              Houston, Texas 77027
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (713) 623-0790
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                                    PROPOSED
                        AMOUNT      PROPOSED         MAXIMUM
TITLE OF                TO BE        MAXIMUM        AGGREGATE       AMOUNT OF
SECURITIES            REGISTERED OFFERING PRICE      OFFERING      REGISTRATION
TO BE REGISTERED       (1) (3)    PER SHARE(2)       PRICE(2)          FEE
--------------------- ---------- ---------------- --------------- -------------
COMMON STOCK, PAR
VALUE $.001 PER SHARE   100,000      $ 6.13          $ 613,000        $ 162
===============================================================================

(1) Represents the maximum number of shares which could be issued under the
    Cornell Companies, Inc. 2000 Director Stock Plan, and includes an
    indeterminate number of shares that may be issuable by reason of stock
    splits, stock dividends or similar transactions.

(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(h) and (c), based on the average of the high and low sales price
    of a share of the Common Stock on July 25, 2000 as reported on the New York
    Stock Exchange with respect to 100,000 shares of Common Stock which may be
    issued under the Cornell Companies, Inc. 2000 Director Stock Plan.

(3) Includes the Series A Junior Participating Preferred Stock Purchase Rights
    ("Rights") of the Company associated with the shares of Common Stock being
    registered.
================================================================================
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement on Form S-8. Such documents
and the documents incorporated by reference in this Registration Statement on
Form S-8 pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents filed by the Company with the Commission pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference and shall be deemed to be a part hereof:

      1.    The Company's Annual Report on Form 10-K for the year ended December
            31, 1999;

      2.    The Company's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2000;

      3.    Description of the Company's Common Stock set forth under the
            caption "Item 1. Description of Registrant's Securities to be
            Registered" on Form 8-A filed July 17, 1996 (as amended by Amendment
            No. 1 on Form 8-A/A filed September 11, 1996); and

      4.    Description of Rights set forth under the caption "Item 1.
            Description of Registrant's Securities to be Registered" on Form 8-A
            filed May 11, 1998, as amended by the Form 8-A/A filed May 15, 1998.

      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.

ITEM 4.  DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

DELAWARE GENERAL CORPORATION LAW

      Consistent with Section 145(a) of the Delaware General Corporation Law
(the "DGCL"), the Company may indemnify and, in certain cases, must indemnify,
any person who was or is made a party to any action by reason of the fact that
he is or was a director, officer, employee or agent of the Company, or is or was
serving at the request

                                       2
<PAGE>
of the Company as a director, officer, employee or agent of another corporation,
in the case of a non-derivative action, against judgments, fines, amounts paid
in settlement, and reasonable expenses (including attorneys' fees) incurred by
him as a result of such action, and in the case of a derivative action, against
expenses (including attorneys' fees), if in either type of action he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company.

      This indemnification does not apply, in a derivative action, to matters as
to which it is adjudged that the director, officer, employee or agent is liable
to the Company, unless upon court order it is determined that, in view of all
the circumstances of the case and despite such adjudication of liability, he is
fairly and reasonably entitled to indemnity for expenses, and in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.

CERTIFICATE OF INCORPORATION

      The Company's Restated Certificate of Incorporation, as amended, 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 (1) for any breach of the director's duty of
loyalty to the Company or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the DGCL or (4) 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 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 Certificate of Incorporation provides
that the Company will indemnify its officers and directors to the fullest extent
permitted by the DGCL.

BYLAWS

      The Company's Amended and Restated Bylaws generally provide for
indemnification, to the fullest extent authorized by the DGCL, of its officers,
directors, legal representatives, employees or agents and persons serving at the
request of the Company in such capacities for other business organizations
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 by reason of his position
with the Company or such other business organizations. The Bylaws further
provide that the right to indemnification is a contract right and includes the
right for the Company to pay the expenses incurred in defending any such
proceeding in advance of its final disposition and consistent with the DGCL. 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 maintains 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. The Indemnification
Agreements generally provide that the Company 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.

                                       3
<PAGE>
INSURANCE

      The Company maintains 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    Restated Certificate of Incorporation of the Company (incorporated by
         reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1996).

 *4.2    Certificate of Amendment to Restated Certificate of Incorporation of
         the Company.

  4.3    Amended and Restated Bylaws of the Company (incorporated by reference
         to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1998).

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

  4.5    Registration Rights Agreement dated as of March 31, 1994, as amended,
         among the Company and the stockholders listed on the signature pages
         thereto (incorporated by reference to Exhibit 4.2 to the Form S-1).

  4.6    Registration Rights Agreement dated as of October 14, 1999 among the
         Company and the investors listed therein (incorporated by reference to
         Exhibit 4.7 to the Company's Registration Statement on Form S-3 (Reg.
         No. 333-91211) (the "Form S-3")).

  4.7    Rights Agreement dated as of May 1,1998 between the Company and
         American Securities Transfer & Trust, Inc., as Rights Agent
         (incorporated by reference to Exhibit 1 to the Company's Registration
         Statement on Form 8-A filed May 11, 1998).

  4.8    Warrant Issuance Agreement dated as of October 14, 1999 between the
         Company and ING (U.S.) Capital LLC (incorporated by reference to
         Exhibit 4.8 to the Form S-3).

 *4.9    Cornell Companies, Inc. 2000 Director Stock Plan.

 *5.1    Opinion of Locke Liddell & Sapp LLP.

*23.1    Consent of Arthur Andersen LLP.

*23.2    Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1).

*24.1    Powers of Attorney.
----------------
  * filed herewith.

                                       4
<PAGE>
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 this 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 this 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 percent 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 this 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 this 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 foregoing provisions, or otherwise, the
      registrant has been advised that in the opinion of the Commission such
      indemnification is against public policy as 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

                                       5
<PAGE>
      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.

                                       6
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 the 28th day of July,
2000.

                                    CORNELL COMPANIES, INC.


                                    By:   /S/ STEVEN W. LOGAN
                                          --------------------------------------
                                          Steven W. Logan
                                          President and
                                          Chief Executive Officer

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
          SIGNATURE                                       TITLE                                            DATE
          ---------                                       -----                                            ----
<S>                                       <C>                                                          <C>

/S/ STEVEN W. LOGAN                       President, Chief Executive Officer and                       July 28, 2000
-------------------------------           Director (Principal Executive Officer)
STEVEN W. LOGAN


/S/ JOHN L. HENDRIX                       Vice President and Chief Financial Officer                   July 28, 2000
-------------------------------           (Principal Financial Officer)
JOHN L. HENDRIX


*/S/ DAVID M. CORNELL                     Chairman of the Board                                        July 28, 2000
-------------------------------
DAVID M. CORNELL


*/S/ ANTHONY R. CHASE                     Director                                                     July 28, 2000
-------------------------------
ANTHONY R. CHASE


*/S/ JAMES H.S. COOPER                    Director                                                     July 28, 2000
-------------------------------
JAMES H.S. COOPER


*/S/ CAMPBELL A. GRIFFIN, JR.             Director                                                     July 28, 2000
-----------------------------
CAMPBELL A. GRIFFIN, JR.


*/S/ PETER A. LEIDEL                      Director                                                     July 28, 2000
-----------------------------
PETER A. LEIDEL


*/S/ ARLENE R. LISSNER                    Director                                                     July 28, 2000
-----------------------------
ARLENE R. LISSNER


*/S/ TUCKER TAYLOR                        Director                                                     July 28, 2000
-------------------------------
TUCKER TAYLOR

*By:   /S/ STEVEN W. LOGAN
    --------------------------
           STEVEN W. LOGAN
           Attorney-in-Fact
</TABLE>

                                       7
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT
  NO.    DESCRIPTION
--------------------------------------------------------------------------------
  4.1    Restated Certificate of Incorporation of the Company (incorporated by
         reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1996).

 *4.2    Certificate of Amendment to Restated Certificate of Incorporation of
         the Company.

  4.3    Amended and Restated Bylaws of the Company (incorporated by reference
         to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1998).

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

  4.5    Registration Rights Agreement dated as of March 31, 1994, as amended,
         among the Company and the stockholders listed on the signature pages
         thereto (incorporated by reference to Exhibit 4.2 to the Form S-1).

  4.6    Registration Rights Agreement dated as of October 14, 1999 among the
         Company and the investors listed therein (incorporated by reference to
         Exhibit 4.7 to the Company's Registration Statement on Form S-3 (Reg.
         No. 333-91211) (the "Form S-3")).

  4.7    Rights Agreement dated as of May 1,1998 between the Company and
         American Securities Transfer & Trust, Inc., as Rights Agent
         (incorporated by reference to Exhibit 1 to the Company's Registration
         Statement on Form 8-A filed May 11, 1998).

  4.8    Warrant Issuance Agreement dated as of October 14, 1999 between the
         Company and ING (U.S.) Capital LLC (incorporated by reference to
         Exhibit 4.8 to the Form S-3).

 *4.9    Cornell Companies, Inc. 2000 Director Stock Plan.

 *5.1    Opinion of Locke Liddell & Sapp LLP.

*23.1    Consent of Arthur Andersen LLP.

*23.2    Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1).

*24.1    Powers of Attorney.
----------------
  * filed herewith.
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000
                                          REGISTRATION NO. 333 - _______________
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             CORNELL COMPANIES, 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.)

    1700 West Loop South, Suite 1500                             77027
            Houston, Texas                                     (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                Cornell Companies, Inc. 2000 Director Stock Plan
                            (FULL TITLE OF THE PLAN)

                                 Steven W. Logan
                             Chief Executive Officer
                        1700 West Loop South, Suite 1500
                              Houston, Texas 77027
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (713) 623-0790
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                                    PROPOSED
                        AMOUNT      PROPOSED         MAXIMUM
TITLE OF                TO BE        MAXIMUM        AGGREGATE       AMOUNT OF
SECURITIES            REGISTERED OFFERING PRICE      OFFERING      REGISTRATION
TO BE REGISTERED       (1) (3)    PER SHARE(2)       PRICE(2)          FEE
--------------------- ---------- ---------------- --------------- -------------
COMMON STOCK, PAR
VALUE $.001 PER SHARE   100,000      $ 6.13          $ 613,000        $ 162
===============================================================================

(1) Represents the maximum number of shares which could be issued under the
    Cornell Companies, Inc. 2000 Director Stock Plan, and includes an
    indeterminate number of shares that may be issuable by reason of stock
    splits, stock dividends or similar transactions.

(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(h) and (c), based on the average of the high and low sales price
    of a share of the Common Stock on July 25, 2000 as reported on the New York
    Stock Exchange with respect to 100,000 shares of Common Stock which may be
    issued under the Cornell Companies, Inc. 2000 Director Stock Plan.

(3) Includes the Series A Junior Participating Preferred Stock Purchase Rights
    ("Rights") of the Company associated with the shares of Common Stock being
    registered.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement on Form S-8. Such documents
and the documents incorporated by reference in this Registration Statement on
Form S-8 pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents filed by the Company with the Commission pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference and shall be deemed to be a part hereof:

      1.    The Company's Annual Report on Form 10-K for the year ended December
            31, 1999;

      2.    The Company's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 2000;

      3.    Description of the Company's Common Stock set forth under the
            caption "Item 1. Description of Registrant's Securities to be
            Registered" on Form 8-A filed July 17, 1996 (as amended by Amendment
            No. 1 on Form 8-A/A filed September 11, 1996); and

      4.    Description of Rights set forth under the caption "Item 1.
            Description of Registrant's Securities to be Registered" on Form 8-A
            filed May 11, 1998, as amended by the Form 8-A/A filed May 15, 1998.

      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.

ITEM 4.  DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

DELAWARE GENERAL CORPORATION LAW

      Consistent with Section 145(a) of the Delaware General Corporation Law
(the "DGCL"), the Company may indemnify and, in certain cases, must indemnify,
any person who was or is made a party to any action by reason of the fact that
he is or was a director, officer, employee or agent of the Company, or is or was
serving at the request

                                       2
of the Company as a director, officer, employee or agent of another corporation,
in the case of a non-derivative action, against judgments, fines, amounts paid
in settlement, and reasonable expenses (including attorneys' fees) incurred by
him as a result of such action, and in the case of a derivative action, against
expenses (including attorneys' fees), if in either type of action he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company.

      This indemnification does not apply, in a derivative action, to matters as
to which it is adjudged that the director, officer, employee or agent is liable
to the Company, unless upon court order it is determined that, in view of all
the circumstances of the case and despite such adjudication of liability, he is
fairly and reasonably entitled to indemnity for expenses, and in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.

CERTIFICATE OF INCORPORATION

      The Company's Restated Certificate of Incorporation, as amended, 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 (1) for any breach of the director's duty of
loyalty to the Company or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the DGCL or (4) 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 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 Certificate of Incorporation provides
that the Company will indemnify its officers and directors to the fullest extent
permitted by the DGCL.

BYLAWS

      The Company's Amended and Restated Bylaws generally provide for
indemnification, to the fullest extent authorized by the DGCL, of its officers,
directors, legal representatives, employees or agents and persons serving at the
request of the Company in such capacities for other business organizations
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 by reason of his position
with the Company or such other business organizations. The Bylaws further
provide that the right to indemnification is a contract right and includes the
right for the Company to pay the expenses incurred in defending any such
proceeding in advance of its final disposition and consistent with the DGCL. 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 maintains 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. The Indemnification
Agreements generally provide that the Company 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.

                                       3
INSURANCE

      The Company maintains 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    Restated Certificate of Incorporation of the Company (incorporated by
         reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1996).

 *4.2    Certificate of Amendment to Restated Certificate of Incorporation of
         the Company.

  4.3    Amended and Restated Bylaws of the Company (incorporated by reference
         to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1998).

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

  4.5    Registration Rights Agreement dated as of March 31, 1994, as amended,
         among the Company and the stockholders listed on the signature pages
         thereto (incorporated by reference to Exhibit 4.2 to the Form S-1).

  4.6    Registration Rights Agreement dated as of October 14, 1999 among the
         Company and the investors listed therein (incorporated by reference to
         Exhibit 4.7 to the Company's Registration Statement on Form S-3 (Reg.
         No. 333-91211) (the "Form S-3")).

  4.7    Rights Agreement dated as of May 1,1998 between the Company and
         American Securities Transfer & Trust, Inc., as Rights Agent
         (incorporated by reference to Exhibit 1 to the Company's Registration
         Statement on Form 8-A filed May 11, 1998).

  4.8    Warrant Issuance Agreement dated as of October 14, 1999 between the
         Company and ING (U.S.) Capital LLC (incorporated by reference to
         Exhibit 4.8 to the Form S-3).

 *4.9    Cornell Companies, Inc. 2000 Director Stock Plan.

 *5.1    Opinion of Locke Liddell & Sapp LLP.

*23.1    Consent of Arthur Andersen LLP.

*23.2    Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1).

*24.1    Powers of Attorney.
----------------
  * filed herewith.

                                       4
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 this 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 this 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 percent 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 this 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 this 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 foregoing provisions, or otherwise, the
      registrant has been advised that in the opinion of the Commission such
      indemnification is against public policy as 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

                                       5
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.

                                       6
SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 the 28th day of July,
2000.

                                    CORNELL COMPANIES, INC.

                                    By:   /S/ STEVEN W. LOGAN
                                          --------------------------------------
                                          Steven W. Logan
                                          President and
                                          Chief Executive Officer

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                       TITLE                                            DATE
          ---------                                       -----                                            ----
/S/ STEVEN W. LOGAN                       President, Chief Executive Officer and                       July 28, 2000
-------------------------------           Director (Principal Executive Officer)
STEVEN W. LOGAN

/S/ JOHN L. HENDRIX                       Vice President and Chief Financial Officer                   July 28, 2000
-------------------------------           (Principal Financial Officer)
JOHN L. HENDRIX

*/S/ DAVID M. CORNELL                     Chairman of the Board                                        July 28, 2000
-------------------------------
DAVID M. CORNELL

*/S/ ANTHONY R. CHASE                     Director                                                     July 28, 2000
-------------------------------
ANTHONY R. CHASE

*/S/ JAMES H.S. COOPER                    Director                                                     July 28, 2000
-------------------------------
JAMES H.S. COOPER

*/S/ CAMPBELL A. GRIFFIN, JR.             Director                                                     July 28, 2000
-----------------------------
CAMPBELL A. GRIFFIN, JR.

*/S/ PETER A. LEIDEL                      Director                                                     July 28, 2000
-----------------------------
PETER A. LEIDEL

*/S/ ARLENE R. LISSNER                    Director                                                     July 28, 2000
-----------------------------
ARLENE R. LISSNER

*/S/ TUCKER TAYLOR                        Director                                                     July 28, 2000
-------------------------------
TUCKER TAYLOR

*By:   /S/ STEVEN W. LOGAN
    --------------------------
           STEVEN W. LOGAN
           Attorney-in-Fact
7
EXHIBIT INDEX

EXHIBIT
  NO.    DESCRIPTION
--------------------------------------------------------------------------------
  4.1    Restated Certificate of Incorporation of the Company (incorporated by
         reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1996).

 *4.2    Certificate of Amendment to Restated Certificate of Incorporation of
         the Company.

  4.3    Amended and Restated Bylaws of the Company (incorporated by reference
         to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1998).

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

  4.5    Registration Rights Agreement dated as of March 31, 1994, as amended,
         among the Company and the stockholders listed on the signature pages
         thereto (incorporated by reference to Exhibit 4.2 to the Form S-1).

  4.6    Registration Rights Agreement dated as of October 14, 1999 among the
         Company and the investors listed therein (incorporated by reference to
         Exhibit 4.7 to the Company's Registration Statement on Form S-3 (Reg.
         No. 333-91211) (the "Form S-3")).

  4.7    Rights Agreement dated as of May 1,1998 between the Company and
         American Securities Transfer & Trust, Inc., as Rights Agent
         (incorporated by reference to Exhibit 1 to the Company's Registration
         Statement on Form 8-A filed May 11, 1998).

  4.8    Warrant Issuance Agreement dated as of October 14, 1999 between the
         Company and ING (U.S.) Capital LLC (incorporated by reference to
         Exhibit 4.8 to the Form S-3).

 *4.9    Cornell Companies, Inc. 2000 Director Stock Plan.

 *5.1    Opinion of Locke Liddell & Sapp LLP.

*23.1    Consent of Arthur Andersen LLP.

*23.2    Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1).

*24.1    Powers of Attorney.
----------------
  * filed herewith.