1
 
                                              FILED PURSUANT TO RULE 424(B)(2)
                                              REGISTRATION STATEMENT ON FORM S-3
                                              (NO. 333-66783)
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED
NOVEMBER 16, 1998)
 
                 (CCA/CORRECTIONS CORPORATION OF AMERICA LOGO)
 
                                1,713,052 SHARES
 
                                  COMMON STOCK
 
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This is a prospectus supplement for the sale of 1,713,052 shares of the common
stock. Of the 1,713,052 shares being offered by this prospectus supplement, we
are selling 1,269,254 shares of the common stock to an institutional investor at
a negotiated purchase price of $25,000,000, which reflects the average of recent
trading prices of our common stock on the New York Stock Exchange, net of an
applicable discount, or an average per share price of $19.70. We are also
selling 443,798 shares of the common stock to an institutional investor at a
negotiated purchase price of $8,000,000, which reflects a per share price of
$18.02. The net proceeds to CCA from these sales are $33,000,000, and after the
payment of offering expenses as described in the prospectus, will be used for
general corporate purposes.
 
Our common stock is listed on the New York Stock Exchange under the symbol
"CCA." The shares of common stock 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. On December 28, 1998, the last
reported sales price of the common stock on the New York Stock Exchange was
$18.44.
 
You should read this prospectus supplement along with the related prospectus.
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 the common stock in any state or jurisdiction where
the offer is not permitted. You should not assume that the information in this
prospectus supplement or the prospectus is accurate as of any date other than
the date on the front of these documents.
 
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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.
 
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          The date of this prospectus supplement is December 29, 1998.