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                                               Filed Pursuant to Rule 424(B)(2)
                                               Registration Nos: 333-63475
                                                                 333-63475-01


 
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED
OCTOBER 14, 1998)
 
                            CCA PRISON REALTY TRUST
 
                              51,400 COMMON SHARES
 
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     The 51,400 common shares, par value $0.01 per share (the "Common Shares"),
of CCA Prison Realty Trust (the "Company") offered hereby are being offered by
the Company to certain trustees of the Company in a directly negotiated
transaction at a purchase price of $24.1717 per share and an aggregate purchase
price of $1,242,425.38. The Common Shares to be sold hereby have been approved
for issuance on the New York Stock Exchange, subject to official notice of
issuance.
 
     The shares purchased were sold to certain individuals pursuant to a share
purchase program approved by the Company, and the proceeds thereof are being
used to reimburse the cost of a like number of shares purchased by the Company
on the open market.
 
     The Company is a self-administered and self-managed real estate investment
trust ("REIT"). The principal business of the Company is the ownership and
development of correctional and detention facilities and the leasing of such
facilities under long-term leases to qualified third-party operators. As of
October 27, 1998, the Company owned 20 correctional and detention facilities
with a total design capacity of 16,030 beds. The Company currently has one
facility under construction which has a total design capacity of approximately
528 beds and is expected to be completed in November of 1998. Additionally, the
Company has an option to acquire from Corrections Corporation of America, a
Tennessee corporation ("CCA"), up to eleven additional facilities with an
aggregate design capacity of 11,450 beds, which are currently under construction
or development.
 
     Under the rules of the Securities and Exchange Commission, CCA is deemed to
be a co-registrant with respect to the Common Shares.
 
     CCA is the largest developer and manager of privatized correctional and
detention facilities worldwide. CCA's facilities are located in 22 states, the
District of Columbia, Puerto Rico, Australia and the United Kingdom. As of
October 27, 1998, CCA had contracts to manage 78 correctional and detention
facilities with an aggregate design capacity of 64,956 beds. Of these 78
facilities, 65 facilities, with an aggregate design capacity of 47,142 beds, are
currently in operation and 13 are under development by CCA. Of the 13 facilities
under development, 11 will be financed and owned by CCA and are subject to an
option to purchase by the Company. CCA, through its United Kingdom joint
venture, UK Detention Services, manages one facility in the United Kingdom and,
through its Australian joint venture, Corrections Corporation of Australia, Pty.
Ltd., manages two facilities in Australia. Of the 13 facilities under
development by CCA, five are scheduled to commence operations during 1998. In
addition, at October 27, 1998, CCA had outstanding written responses to requests
for proposal and other solicitations for an additional 12 projects with an
aggregate design capacity of 8,016 beds.
 
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     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO
WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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          The date of this Prospectus Supplement is November 10, 1998
 
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                               TABLE OF CONTENTS
 


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PROSPECTUS SUPPLEMENT.......................................  S-1
 
                            PROSPECTUS
The Company.................................................    1
Corrections Corporation of America..........................    3
Material Risk Factors.......................................    5
Use of Proceeds.............................................   14
Ratio of Earnings to Combined Fixed Charges and Preferred
  Share Dividends...........................................   15
Description of Capital Shares...............................   16
Plan of Distribution........................................   21
Material Federal Income Tax Consequences....................   22
ERISA Considerations........................................   33
Legal Matters...............................................   33
Experts.....................................................   33