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                                              Filed Pursuant to Rule 424(B)(2)
                                              Registration Statement on Form S-3
                                              (Nos. 333-63475 and 333-63475-01)


 
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED
OCTOBER 14, 1998)
 
                            CCA PRISON REALTY TRUST
 
                            1,730,376 COMMON SHARES
                             ---------------------
 
This is a prospectus supplement for the sale of 1,730,376 common shares by CCA
Prison Realty Trust to institutional investors at a negotiated purchase price of
$40,000,000, which reflects the average of recent trading prices of the common
shares on the New York Stock Exchange, net of an applicable discount. The net
proceeds to us are $40,000,000 and after the deduction of estimated offering
expenses will be used for general corporate purposes, including, among others,
repaying our obligations as they become due, redeeming our outstanding
indebtedness, financing, all or in part, future purchases of other companies or
real estate properties meeting our business objectives and strategies, capital
expenditures and working capital. Pending use of the net proceeds for any of
these purposes, we may invest the net proceeds in short-term investment grade
instruments, interest-bearing bank accounts, certificates of deposit, money
market securities, U.S. Government securities or mortgage-backed securities
guaranteed by federal agencies or to reduce our short-term debt.
 
On December 22, 1998, the last reported sales price of our common shares on the
New York Stock Exchange was $22.19. Our common shares are listed on the New York
Stock Exchange under the symbol "PZN." The common shares sold under this
prospectus supplement will be listed on the New York Stock Exchange after we
notify the New York Stock Exchange that the shares have been issued.
 
We are a self-administered and self-managed real estate investment trust,
specializing in owning and developing correctional and detention facilities and
leasing those facilities to qualified third-party operators under long-term
leases. As of December 22, 1998, we owned 20 correctional and detention
facilities with a total design capacity of 16,030 beds. Construction on one of
our facilities was completed in November, 1998. As of the date of this
prospectus supplement, this facility, which has a total design capacity of 528
beds, has not received inmates. We also have an option to purchase up to 11
additional facilities currently under construction or development, with an
aggregate design capacity of 11,450 beds, from Corrections Corporation of
America, a Tennessee corporation.
 
Under the rules of the Securities and Exchange Commission, Corrections
Corporation of America is deemed to be a co-registrant with respect to our
common shares.
 
Corrections Corporation of America is the largest developer and manager of
privatized correctional and detention facilities in the world, with facilities
in 22 states, the District of Columbia, Puerto Rico, Australia and the United
Kingdom. As of December 22, 1998, Corrections Corporation of America had
contracts to manage 81 correctional and detention facilities with an aggregate
design capacity of 69,025 beds. Corrections Corporation of America currently
operates 70 of these 81 facilities. The facilities in operation have an
aggregate design capacity of 50,967 beds. Corrections Corporation of America is
currently developing 11 of these 81 facilities. Nine of the 11 facilities under
development will be financed and owned by Corrections Corporation of America,
and we have an option to purchase nine of the 11 facilities under development.
In addition, as of December 1, 1998, Corrections Corporation of America had
outstanding written responses to requests for proposal and other solicitations
for an additional 12 projects with an aggregate design capacity of 8,116 beds.
 
You should read this prospectus supplement along with the prospectus that
follows. Both documents contain information you should consider when making your
investment decision. You should rely only on the information provided or
incorporated by reference in this prospectus supplement and the prospectus. We
have not authorized anyone else to provide you with different information. We
are not making an offer of common shares in any state where the offer is not
permitted. You should not assume that the information in this prospectus
supplement is accurate as of any date other than the date on the front of these
documents.
 
                             ---------------------
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE RELATED PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                             ---------------------
 
          The date of this prospectus supplement is December 23, 1998
 
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                               TABLE OF CONTENTS
 


                                                              PAGE
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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