Registration No. ______________

     As Filed with the Securities and Exchange Commission on March 30, 2000
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ----------------

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

                       AVALON CORRECTIONAL SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)
                               ----------------
   Nevada                               8999                  13-3592263
(State of Incorporation     (Primary Standard Industrial      (I.R.S.
 or Organization)             Classification Code No.)         Employer
                                                               entification No.)
                               13401 Railway Drive
                          Oklahoma City, Oklahoma 73114
                                 (405) 752-8802
           (Name,  address,  including zip code and telephone number,  including
       area code, of Registrant's principal executive office)

           DONALD E. SMITH                                 With Copies To:
       Chief Executive Officer                         Mark A. Robertson, Esq.
 AVALON CORRECTIONAL SERVICES, INC.                     Robertson & Williams
         13401 Railway Drive                        3033 N.W. 63rd St., Ste. 160
    Oklahoma City, Oklahoma 73114                      Oklahoma City, OK 73116
(Name and address of agent for service)                    (405) 848-1944

           (405) 752-8802
    (Telephone number, including
including area code, of agent for service)
                               -------------------


                         CALCULATION OF REGISTRATION FEE
================================================================================
                                         Proposed     Proposed
                                         Maximum       Maximum
   Title of Securities     Amount to  Offering Price  Aggregate    Amount of
     to be Registered         be         Per Unit     Offering   Registration
                          Registered                    Price       Fee(b)
===============================================================================
Common Stock (par value
$.001 per share)              350,000        (a)           (a)           $161.70
                              Shares
===============================================================================

      Approximate Date of Proposed Sales:  From time to time after effective
date of this Registration Statement.
----------------
(a)   Price will be  determined  according to plan rules,  using the fair market
      value of the  Common  Stock as  reported  on the  NASDAQ  Small Cap Market
      System.
(b)   Filing fee was calculated pursuant to 17 CFR 230.457(c),  using a price of
      $1.75  which  is the  average  bid and ask  price of  Avalon  Correctional
      Services, Inc. Common Stock on March 24, 2000, as reported on NASDAQ Small
      Cap Market  System  which is within 5  business  days prior to the date of
      filing.



                                       1
<PAGE>


This is the  registration  of  additional  securities of the same class as other
securities for which a registration  statement has been filed on Form S-8 and is
effective relating to an employee benefit plan. The contents of the earlier Form
S-8 Registration Statement No. 33-80129 are incorporated herein by reference.

                                     PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information  specified in Part I will be sent
or given to employees as specified by Rule  428(b)(1).  In  accordance  with the
instructions  to Part I of Form S-8, such  documents  will not be filed with the
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The following  documents  filed by the Registrant  with the Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration  Statement,  except to the extent that any statement or information
contained  therein  is  modified,  superseded  or  replaced  by a  statement  or
information  contained in any subsequently filed document incorporated herein by
referenced:

      (a)   The  Registrant's  Annual  Report on Form  10-KSB for the year ended
            December 31, 1999.

      (b)   All reports filed with the  Commission  pursuant to Section 13(a) or
            15(d) of the Securities  Exchange Act of 1934 (the "1934 Act") since
            December 31, 1999.

      (c)   The  description  of securities  to be  registered  contained in the
            Registration  Statement filed pursuant to Section 12 of the 1934 Act
            relating to the Registrant's Common Stock,  including any amendments
            or reports filed for the purpose of updating such description.

      (d)   All  documents  subsequently  filed by the  Registrant  pursuant  to
            Sections  13(a),  13(c) 14 or 15(d)  of the 1934  Act,  prior to the
            filing  of a  post-effective  amendment  which  indicates  that  all
            securities  offered hereby have been sold or which  deregisters  all
            such securities remaining unsold.

Item 4.     Description of Securities.

      A  description  of the  Registrant's  common  stock,  par value $0.001 per
share, is incorporated by reference under Item 3.

Item 5.     Interests of Named Experts and Counsel.

      None.

Item 6.     Indemnification of Directors and Officers.

      Chapter 78 of the Nevada Revised  Statutes  (Private  Companies)  provides
that  a  director,  officer,  employee  or  agent  of  the  Corporation  may  be
indemnified  against suit or other proceeding  whether it were civil,  criminal,
administrative  or  investigative  if he  becomes  a party  to said  lawsuit  or
proceeding  by reason of the fact that he is a  director,  officer,  employee or
agent  of  the  corporation.   The  compensation  for  indemnification  includes
judgments,  fines and amounts paid in settlement actual 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
interest of the corporation.




                                       2
<PAGE>


      However,  no indemnification  shall be made in respect of any claim, issue
or matter as to which such person shall have been judged  liable for  negligence
or  misconduct in the  performance  of his duty to the  corporation,  unless the
court in which the action or suit is brought  shall  determine  that despite his
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably  entitled to be indemnified  for expenses such court shall
deem proper.

      The  By-Laws of the  corporation  outline the  conditions  under which any
director or officer of the  registrant  may be  indemnified.  Article V provides
that to the  extent  and in the  manner  permitted  by the laws of the  State of
Nevada,  the corporation  shall 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 such  person 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.

Item 7.     Exemption from Registration Claimed.

       Not applicable.

Item 8.   Exhibits.

Number Description of Exhibit

4.     Form of Stock Certificate (1)

5.     Opinion of Counsel re: Legality.

10.    Stock Option Plan adopted by Board of Directors on August 16, 1994 (2)

23     (a)Consent of Independent Accountants.
       (b)Consent of Counsel (included in Exhibit 5).

Footnotes:
1)     Incorporated  herein  by  reference  to  the  Registrant's   Registration
       Statement on Form S-18 dated March 26, 1991.
2)     Incorporated  herein  by  reference  to  the  Registrant's   Registration
       Statement on Form SB-2 dated September 13, 1995 and amended

Item 9.     Undertakings.

      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 of 1933, as amended (the "1933 Act");

            (ii)  To  reflect  in the  prospectus  any  facts or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the Registration Statement; and

            (iii) To include any additional or changed  material  information on
                  the plan of distribution;

                  provided,  however,  that 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 under the 1934 Act
                  that  are   incorporated  by  reference  in  the  Registration
                  Statement.



                                       3
<PAGE>


      2.    For  determining  any  liability  under  the  1933  Act,  each  such
            post-effective  amendment  as a new  registration  statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering.

      3.    To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the offering.

      The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the 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.

      Insofar as indemnification  for liabilities arising under the 1933 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 1933 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 1933 Act
and will be governed by the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the  requirements  of the 1933 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 Oklahoma City, State of Oklahoma on this 24th day of March, 2000.

                                    AVALON CORRECTIONAL SERVICES, INC.

                                   By:  S//  DONALD E. SMITH
                                        -------------------------------------
                                                Donald E. Smith
                                          Chief Executive Officer and Director






                                       4
<PAGE>


      Pursuant to the requirements of the 1933 Act, this Registration  Statement
has been signed by the  following  persons in the  capacities  indicated  on the
dates indicated below:

            Signature                           Capacity             Date

_S// DONALD E. SMITH________     Chief Executive Officer        March 27, 2000
      Donald E. Smith                 and Director



_S// JERRY M. SUNDERLAND____     President and Director         March 27, 2000
      Jerry M. Sunderland



_S// LLOYD LOVELY____________     Vice President of Finance     March 27, 2000
      Lloyd Lovely


_S// ROBERT O. MCDONALD______    Director                       March 28, 2000
      Robert O. McDonald


_S// MARK S. COOLEY_________     Director                       March 28, 2000
      Mark S. Cooley


_s// JAMES P. WILSON________     Director                      March  28, 2000
      James P. Wilson










                                       5
<PAGE>


                                 EXHIBITS INDEX

Exhibit
Number            Description of Exhibit
------            ----------------------

  4            Form of Stock Certificate(1)

  5            Opinion of Robertson & Williams re: Legality.

  10           Stock Option Plan (2)

 23(a)         Consent of Independent Accountants.

 23(b)         Consent of Counsel (included in Exhibit 5).


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

(1)  Incorporated  by reference to Exhibit  3(i) to the  Registrant's  Form S-18
dated October 26, 1991.

(2)   Incorporated  by reference  to Exhibit  10(ix) of  Registrant's  Form SB-2
      Registration No. 33-83932 dated September 13, 1994.




                                       6
<PAGE>



                                 Exhibit 23 (a)

             CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


      We have  issued our report  dated  February  19,  1999,  accompanying  the
financial statements included in the Annual Report of Avalon Community Services,
Inc., (now known as Avalon Correctional Services, Inc.) and subsidiaries on Form
10-K  for  the  year  ended   December  31,  1998.  We  hereby  consent  to  the
incorporation  by reference of the  aforementioned  report in this  Registration
Statement on Form S-8.




GRANT THORNTON LLP

Oklahoma City, Oklahoma
March 24, 2000






                                       7
<PAGE>



                                    Exhibit 5

                              ROBERTSON & WILLIAMS
                         Attorneys and Counselors at Law

                      3033 Northwest 63rd Street, Suite 160
                       Oklahoma City, Oklahoma 73116-3607
                       (405) 848-1944 o Fax (405) 843-6707


                                March 28, 2000


Avalon Correctional  Services, Inc.
13401 Railway Drive
Oklahoma City, Oklahoma 73114

Gentlemen:

      This firm has acted as counsel to Avalon  Community  Services,  Inc.  (the
"Company") in connection  with its  registration on Form S-8 (the "Form S-8") of
350,000  shares of common  stock,  par value  $0.001 per share  (the  "Shares"),
issuable in connection with the Company's  Stock Option Plan (the "Plan").  This
letter is  furnished to you pursuant to the  requirements  of Item  601(b)(5) of
Regulation  S-K,  17  C.F.R.  ss.  2298.601(b)(d)(5),  in  connection  with such
registration.

      For purposes of this  opinion,  we have  examined  copies of the following
documents:

            1.    An executed copy of the Form S-8.

            2.    A copy of the Plan, dated August 16, 1994 and amended December
                  1, 1996.

            3.    The Articles of Incorporation of the Company.

            4.    The Bylaws of the Company.

            5.    Resolutions  of the Board of Directors of the Company  adopted
                  at a meeting  held on August 16,  1994 and the  minutes of the
                  shareholder  meeting approving the Plan on April 25, 1995. The
                  Resolutions of the Board of Directors of the Company  amending
                  the Plan adopted at a meeting held on December 1, 1996.

      We have not, except as specifically  mentioned above, made any independent
review or investigation of the organization,  existence, good standing,  assets,
business or affairs of the Company,  or of any other matters. In our examination
of the aforesaid  documents,  we have assumed the genuineness of all signatures,
the legal capacity of natural persons,  the authenticity and conformity with the
originals,  and the authenticity  and conformity with the original  documents of
all  documents  submitted  to  us  as  certified,  telecopied,  photostatic,  or
reproduced copies.



                                       8


<PAGE>


Avalon Correctional  Services, Inc.
March 28, 2000
Page 2


      We have not, except as specifically  identified  herein,  been retained or
engaged  to  perform,   nor  have  we  performed,   any  independent  review  or
investigation  of  any  statutes,  ordinances,  laws,  regulations,  agreements,
contracts,  instruments,  or  corporate  records  to which the  Company,  or any
subsidiary  of the  Company,  may be a party or may be subject.  This opinion is
given in the context of the foregoing.

      This  opinion  is  based  as to  matters  of law  solely  on  the  General
Corporation  Law of the State of  Nevada,  and we  express  no opinion as to any
other laws, statutes,  regulations, or ordinances,  including without limitation
any federal or state tax or securities laws or regulations.

      Based  upon,  subject  to,  and  limited by the  foregoing,  we are of the
opinion  that the  Shares,  when issued and  delivered  in the manner and on the
terms described in the Form S-8 and the Plan, will be legally issued, fully paid
and non-assessable.

      We hereby  consent to the filing of this opinion as an exhibit to the Form
S-8.  Nothing  herein shall be construed to cause us to be considered  "experts"
within the meaning of Section 11 of the Securities Act of 1933, as amended.


                                                      Very truly yours,

                                                       s// Mark Robertson

                                                      ROBERTSON & WILLIAMS


                                       9
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION  STATEMENT FOR EMPLOYEE STOCK OPTIONS", "secsgml_size_bytes": 19487}]
{"company-data": {"conformed-name": "AVALON CORRECTIONAL SERVICES INC", "cik": "0000872202", "assigned-sic": "8744", "irs-number": "133592263", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33570", "film-number": "584932"}, "business-address": {"street1": "13401 RAILWAY DR", "street2": "P O BOX 57012", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73114", "phone": "4057528802"}, "mail-address": {"street1": "P O BOX 57012", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73157"}, "former-company": [{"former-conformed-name": "AVALON COMMUNITY SERVICES INC", "date-changed": "19930328"}, {"former-conformed-name": "AVALON ENTERPRISES INC", "date-changed": "19600201"}]}
Registration No. ______________

     As Filed with the Securities and Exchange Commission on March 30, 2000
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ----------------

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

                       AVALON CORRECTIONAL SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)
                               ----------------
   Nevada                               8999                  13-3592263
(State of Incorporation     (Primary Standard Industrial      (I.R.S.
 or Organization)             Classification Code No.)         Employer
                                                               entification No.)
                               13401 Railway Drive
                          Oklahoma City, Oklahoma 73114
                                 (405) 752-8802
           (Name,  address,  including zip code and telephone number,  including
       area code, of Registrant's principal executive office)

           DONALD E. SMITH                                 With Copies To:
       Chief Executive Officer                         Mark A. Robertson, Esq.
 AVALON CORRECTIONAL SERVICES, INC.                     Robertson & Williams
         13401 Railway Drive                        3033 N.W. 63rd St., Ste. 160
    Oklahoma City, Oklahoma 73114                      Oklahoma City, OK 73116
(Name and address of agent for service)                    (405) 848-1944

           (405) 752-8802
    (Telephone number, including
including area code, of agent for service)
                               -------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                         Proposed     Proposed
                                         Maximum       Maximum
   Title of Securities     Amount to  Offering Price  Aggregate    Amount of
     to be Registered         be         Per Unit     Offering   Registration
                          Registered                    Price       Fee(b)
===============================================================================
Common Stock (par value
$.001 per share)              350,000        (a)           (a)           $161.70
                              Shares
===============================================================================

      Approximate Date of Proposed Sales:  From time to time after effective
date of this Registration Statement.
----------------
(a)   Price will be  determined  according to plan rules,  using the fair market
      value of the  Common  Stock as  reported  on the  NASDAQ  Small Cap Market
      System.
(b)   Filing fee was calculated pursuant to 17 CFR 230.457(c),  using a price of
      $1.75  which  is the  average  bid and ask  price of  Avalon  Correctional
      Services, Inc. Common Stock on March 24, 2000, as reported on NASDAQ Small
      Cap Market  System  which is within 5  business  days prior to the date of
      filing.

                                       1
This is the  registration  of  additional  securities of the same class as other
securities for which a registration  statement has been filed on Form S-8 and is
effective relating to an employee benefit plan. The contents of the earlier Form
S-8 Registration Statement No. 33-80129 are incorporated herein by reference.

                                     PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information  specified in Part I will be sent
or given to employees as specified by Rule  428(b)(1).  In  accordance  with the
instructions  to Part I of Form S-8, such  documents  will not be filed with the
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The following  documents  filed by the Registrant  with the Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration  Statement,  except to the extent that any statement or information
contained  therein  is  modified,  superseded  or  replaced  by a  statement  or
information  contained in any subsequently filed document incorporated herein by
referenced:

      (a)   The  Registrant's  Annual  Report on Form  10-KSB for the year ended
            December 31, 1999.

      (b)   All reports filed with the  Commission  pursuant to Section 13(a) or
            15(d) of the Securities  Exchange Act of 1934 (the "1934 Act") since
            December 31, 1999.

      (c)   The  description  of securities  to be  registered  contained in the
            Registration  Statement filed pursuant to Section 12 of the 1934 Act
            relating to the Registrant's Common Stock,  including any amendments
            or reports filed for the purpose of updating such description.

      (d)   All  documents  subsequently  filed by the  Registrant  pursuant  to
            Sections  13(a),  13(c) 14 or 15(d)  of the 1934  Act,  prior to the
            filing  of a  post-effective  amendment  which  indicates  that  all
            securities  offered hereby have been sold or which  deregisters  all
            such securities remaining unsold.

Item 4.     Description of Securities.

      A  description  of the  Registrant's  common  stock,  par value $0.001 per
share, is incorporated by reference under Item 3.

Item 5.     Interests of Named Experts and Counsel.

      None.

Item 6.     Indemnification of Directors and Officers.

      Chapter 78 of the Nevada Revised  Statutes  (Private  Companies)  provides
that  a  director,  officer,  employee  or  agent  of  the  Corporation  may  be
indemnified  against suit or other proceeding  whether it were civil,  criminal,
administrative  or  investigative  if he  becomes  a party  to said  lawsuit  or
proceeding  by reason of the fact that he is a  director,  officer,  employee or
agent  of  the  corporation.   The  compensation  for  indemnification  includes
judgments,  fines and amounts paid in settlement actual 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
interest of the corporation.

                                       2
However,  no indemnification  shall be made in respect of any claim, issue
or matter as to which such person shall have been judged  liable for  negligence
or  misconduct in the  performance  of his duty to the  corporation,  unless the
court in which the action or suit is brought  shall  determine  that despite his
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably  entitled to be indemnified  for expenses such court shall
deem proper.

      The  By-Laws of the  corporation  outline the  conditions  under which any
director or officer of the  registrant  may be  indemnified.  Article V provides
that to the  extent  and in the  manner  permitted  by the laws of the  State of
Nevada,  the corporation  shall 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 such  person 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.

Item 7.     Exemption from Registration Claimed.

       Not applicable.

Item 8.   Exhibits.

Number Description of Exhibit

4.     Form of Stock Certificate (1)

5.     Opinion of Counsel re: Legality.

10.    Stock Option Plan adopted by Board of Directors on August 16, 1994 (2)

23     (a)Consent of Independent Accountants.
       (b)Consent of Counsel (included in Exhibit 5).

Footnotes:
1)     Incorporated  herein  by  reference  to  the  Registrant's   Registration
       Statement on Form S-18 dated March 26, 1991.
2)     Incorporated  herein  by  reference  to  the  Registrant's   Registration
       Statement on Form SB-2 dated September 13, 1995 and amended

Item 9.     Undertakings.

      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 of 1933, as amended (the "1933 Act");

            (ii)  To  reflect  in the  prospectus  any  facts or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the Registration Statement; and

            (iii) To include any additional or changed  material  information on
                  the plan of distribution;

                  provided,  however,  that 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 under the 1934 Act
                  that  are   incorporated  by  reference  in  the  Registration
                  Statement.

                                       3
2.    For  determining  any  liability  under  the  1933  Act,  each  such
            post-effective  amendment  as a new  registration  statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering.

      3.    To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the offering.

      The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the 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.

      Insofar as indemnification  for liabilities arising under the 1933 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 1933 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 1933 Act
and will be governed by the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the  requirements  of the 1933 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 Oklahoma City, State of Oklahoma on this 24th day of March, 2000.

                                    AVALON CORRECTIONAL SERVICES, INC.

                                   By:  S//  DONALD E. SMITH
                                        -------------------------------------
                                                Donald E. Smith
                                          Chief Executive Officer and Director

                                       4
Pursuant to the requirements of the 1933 Act, this Registration  Statement
has been signed by the  following  persons in the  capacities  indicated  on the
dates indicated below:

            Signature                           Capacity             Date

_S// DONALD E. SMITH________     Chief Executive Officer        March 27, 2000
      Donald E. Smith                 and Director

_S// JERRY M. SUNDERLAND____     President and Director         March 27, 2000
      Jerry M. Sunderland

_S// LLOYD LOVELY____________     Vice President of Finance     March 27, 2000
      Lloyd Lovely

_S// ROBERT O. MCDONALD______    Director                       March 28, 2000
      Robert O. McDonald

_S// MARK S. COOLEY_________     Director                       March 28, 2000
      Mark S. Cooley

_s// JAMES P. WILSON________     Director                      March  28, 2000
      James P. Wilson

                                       5
EXHIBITS INDEX

Exhibit
Number            Description of Exhibit
------            ----------------------

  4            Form of Stock Certificate(1)

  5            Opinion of Robertson & Williams re: Legality.

  10           Stock Option Plan (2)

 23(a)         Consent of Independent Accountants.

 23(b)         Consent of Counsel (included in Exhibit 5).

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

(1)  Incorporated  by reference to Exhibit  3(i) to the  Registrant's  Form S-18
dated October 26, 1991.

(2)   Incorporated  by reference  to Exhibit  10(ix) of  Registrant's  Form SB-2
      Registration No. 33-83932 dated September 13, 1994.

                                       6
Exhibit 23 (a)

             CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

      We have  issued our report  dated  February  19,  1999,  accompanying  the
financial statements included in the Annual Report of Avalon Community Services,
Inc., (now known as Avalon Correctional Services, Inc.) and subsidiaries on Form
10-K  for  the  year  ended   December  31,  1998.  We  hereby  consent  to  the
incorporation  by reference of the  aforementioned  report in this  Registration
Statement on Form S-8.

GRANT THORNTON LLP

Oklahoma City, Oklahoma
March 24, 2000

                                       7
Exhibit 5

                              ROBERTSON & WILLIAMS
                         Attorneys and Counselors at Law

                      3033 Northwest 63rd Street, Suite 160
                       Oklahoma City, Oklahoma 73116-3607
                       (405) 848-1944 o Fax (405) 843-6707

                                March 28, 2000

Avalon Correctional  Services, Inc.
13401 Railway Drive
Oklahoma City, Oklahoma 73114

Gentlemen:

      This firm has acted as counsel to Avalon  Community  Services,  Inc.  (the
"Company") in connection  with its  registration on Form S-8 (the "Form S-8") of
350,000  shares of common  stock,  par value  $0.001 per share  (the  "Shares"),
issuable in connection with the Company's  Stock Option Plan (the "Plan").  This
letter is  furnished to you pursuant to the  requirements  of Item  601(b)(5) of
Regulation  S-K,  17  C.F.R.  ss.  2298.601(b)(d)(5),  in  connection  with such
registration.

      For purposes of this  opinion,  we have  examined  copies of the following
documents:

            1.    An executed copy of the Form S-8.

            2.    A copy of the Plan, dated August 16, 1994 and amended December
                  1, 1996.

            3.    The Articles of Incorporation of the Company.

            4.    The Bylaws of the Company.

            5.    Resolutions  of the Board of Directors of the Company  adopted
                  at a meeting  held on August 16,  1994 and the  minutes of the
                  shareholder  meeting approving the Plan on April 25, 1995. The
                  Resolutions of the Board of Directors of the Company  amending
                  the Plan adopted at a meeting held on December 1, 1996.

      We have not, except as specifically  mentioned above, made any independent
review or investigation of the organization,  existence, good standing,  assets,
business or affairs of the Company,  or of any other matters. In our examination
of the aforesaid  documents,  we have assumed the genuineness of all signatures,
the legal capacity of natural persons,  the authenticity and conformity with the
originals,  and the authenticity  and conformity with the original  documents of
all  documents  submitted  to  us  as  certified,  telecopied,  photostatic,  or
reproduced copies.

                                       8
Avalon Correctional  Services, Inc.
March 28, 2000
Page 2

      We have not, except as specifically  identified  herein,  been retained or
engaged  to  perform,   nor  have  we  performed,   any  independent  review  or
investigation  of  any  statutes,  ordinances,  laws,  regulations,  agreements,
contracts,  instruments,  or  corporate  records  to which the  Company,  or any
subsidiary  of the  Company,  may be a party or may be subject.  This opinion is
given in the context of the foregoing.

      This  opinion  is  based  as to  matters  of law  solely  on  the  General
Corporation  Law of the State of  Nevada,  and we  express  no opinion as to any
other laws, statutes,  regulations, or ordinances,  including without limitation
any federal or state tax or securities laws or regulations.

      Based  upon,  subject  to,  and  limited by the  foregoing,  we are of the
opinion  that the  Shares,  when issued and  delivered  in the manner and on the
terms described in the Form S-8 and the Plan, will be legally issued, fully paid
and non-assessable.

      We hereby  consent to the filing of this opinion as an exhibit to the Form
S-8.  Nothing  herein shall be construed to cause us to be considered  "experts"
within the meaning of Section 11 of the Securities Act of 1933, as amended.

                                                      Very truly yours,

                                                       s// Mark Robertson

                                                      ROBERTSON & WILLIAMS

                                       9