10-K/A

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                  FORM 10-K/A

               [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 1-13560

                       CORRECTIONS CORPORATION OF AMERICA
             (Exact name of Registrant as specified in its charter)

                                AMENDMENT NO. 2

           TENNESSEE                                       62-1156308
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

             10 BURTON HILLS BOULEVARD, NASHVILLE, TENNESSEE 37215
             (Address and Zip Code of principal executive offices)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (615) 263-3000

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

     TITLE OF EACH CLASS            NAME OF EACH EXCHANGE ON WHICH REGISTERED
     -------------------            -----------------------------------------
COMMON STOCK, $1.00 PAR VALUE                NEW YORK STOCK EXCHANGE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

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          Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Company was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X    No
                                              ---      ---

          Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Company's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ] 

          The aggregate market value of the voting common stock held by
non-affiliates of the Registrant was $2,156,105,380 as of March 17, 1998, based
upon the closing price of such stock as reported on the New York Stock Exchange
("NYSE") on that day. There were 80,187,742 shares of common stock, $1.00 par
value per share, outstanding at March 17, 1998. 

                      DOCUMENTS INCORPORATED BY REFERENCE

          Part III of this report incorporates by reference information from the
definitive Proxy Statement for the Annual Meeting of Shareholders, held on May
12, 1998.

          Index to Exhibits is located on page 2. 

          This Amendment No. 2 amends the 1997 Form 10-K Annual Report (the
"Form 10-K") filed on March 30, 1998 by Corrections Corporation of America, by
amending the following exhibits of the Form 10-K as set forth in the pages
attached hereto.

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                                    PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K


Exhibits.


Exhibit 27.1    - Financial Data Schedule - For the year ended December 31, 1996
                  (for use of the Commission only)
Exhibit 27.2    - Financial Data Schedule - For the year ended December 31, 1995
                  (for use of the Commission only)


This amendment to the Company's Annual Report on Form 10-K is being filed for
the purpose of filing the Company's Financial Data Schedule for the years ended
December 31, 1996 and December 31, 1995 in response to FAS 128. These Financial
Data Schedules are for use of the Commission only and the restated financial
statements have previously been filed with the Commission.



 
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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


     CORRECTIONS CORPORATION OF AMERICA
     Registrant


       September 15, 1998                             /s/ Darrell K. Massengale
- --------------------------------           ------------------------------------
            Date                                          Darrell K. Massengale
                                                        Chief Financial Officer
                                                                  and Secretary
                                                 (Principal Accounting Officer)
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Exhibit Index


Exhibit 27.1    - Financial Data Schedule - For the year ended December 31, 1996
                  (for use of the Commission only)
Exhibit 27.2    - Financial Data Schedule - For the year ended December 31, 1995
                  (for use of the Commission only)

EX-27.1

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CORRECTIONS CORPORATION OF AMERICA FOR THE YEAR ENDED
DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.


<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<EXCHANGE-RATE>                                      1
<CASH>                                           8,282
<SECURITIES>                                         0
<RECEIVABLES>                                  100,551
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               114,442
<PP&E>                                         288,697
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 468,888
<CURRENT-LIABILITIES>                           63,894
<BONDS>                                        117,535
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        75,029
<OTHER-SE>                                     206,723
<TOTAL-LIABILITY-AND-EQUITY>                   468,888
<SALES>                                              0
<TOTAL-REVENUES>                               292,513
<CGS>                                                0
<TOTAL-COSTS>                                  237,940
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,224
<INCOME-PRETAX>                                 50,349
<INCOME-TAX>                                    19,469
<INCOME-CONTINUING>                             30,880
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    30,880
<EPS-PRIMARY>                                      .43
<EPS-DILUTED>                                      .36
<FN>
EARNINGS PER SHARE FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 HAS BEEN
RESTATED TO CONFORM WITH THE PROVISIONS OF FAS NO. 128, EARNINGS PER SHARE,
ADOPTED BY CORRECTIONS CORPORATION OF AMERICA IN 1996.

        

 

EX-27.2

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CORRECTIONS CORPORATION OF AMERICA FOR THE YEAR ENDED
DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.

 
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                           2,714
<SECURITIES>                                         0
<RECEIVABLES>                                   39,661
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                46,610
<PP&E>                                         137,019
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 213,478
<CURRENT-LIABILITIES>                           35,517
<BONDS>                                         74,865
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        32,270
<OTHER-SE>                                      64,434
<TOTAL-LIABILITY-AND-EQUITY>                   213,479
<SALES>                                              0
<TOTAL-REVENUES>                               207,241
<CGS>                                                0
<TOTAL-COSTS>                                  179,626
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,952
<INCOME-PRETAX>                                 23,663
<INCOME-TAX>                                     9,330
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    14,333
<EPS-PRIMARY>                                      .23
<EPS-DILUTED>                                      .18
<FN>
EARNINGS PER SHARE FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 HAVE BEEN
RESTATED TO CONFORM WITH THE PROVISIONS OF FAS NO. 128, EARNINGS PER SHARE,
ADOPTED BY CORRECTIONS CORPORATION OF AMERICA IN 1995.