EXHIBIT 4.1(b)
                                                           -------------

                                                         January 11, 2000


                        SUMMARY OF RIGHTS TO PURCHASE
                              PREFERRED SHARES
                                     OF
                      CORRECTIONAL SERVICES CORPORATION

     UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING
PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED IN THE RIGHTS
AGREEMENT) AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON
BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND
VOID.

     On January 5, 2000, the Board of Directors of Correctional
Services Corporation, a Delaware corporation (the "Company"), declared a
dividend of one preferred share purchase right (a "Right") for each
outstanding share of Common Stock, par value $.01 per share (the "Common
Shares"), of the Company.  The dividend is payable to the stockholders of
record as of 5:00 P.M., New York, New York time, on January 11, 2000 (the
"Record Date"), and is payable with respect to Common Shares issued
thereafter until the Distribution Date (as hereinafter defined) and, in
certain circumstances, is payable with respect to Common Shares issued after
the Distribution Date.

     Except as set forth below, each Right, when it becomes
exercisable, entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Participating Preferred Stock, par
value $.01 per share (the "Preferred Shares"), at a price of $30.00 per one
one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment.  The description and terms of the Rights are set forth in a
Rights Agreement, dated as of January 11, 2000 (the "Rights Agreement"),
between the Company and American Stock Transfer & Trust Company (the "Rights
Agent").

     Initially, the Rights will attach to all certificates
representing Common Shares then outstanding and no separate Right
Certificates (as hereinafter defined) will be distributed.  The Rights will
separate from the Common Shares and a "Distribution Date" for the Rights will
occur upon the earlier of:

           (i)   the first date of public announcement that a
person or group of affiliated or associated persons has acquired beneficial
ownership of 10% or more of the outstanding Common Shares (subject to certain
exceptions with respect to certain stockholders that beneficially own 10% or
more of the outstanding Common Shares on the Record Date), except pursuant to
a Permitted Offer, as hereinafter defined; or

           (ii)   ten business days (or such later date as the Board
of Directors of the Company may determine) following the commencement of, or

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announcement of an intention to commence, a tender offer or exchange offer
the consummation of which would result in a person or group becoming an
Acquiring Person (as hereinafter defined).

     A person or group whose acquisition of Common Shares causes a
Distribution Date pursuant to clause (i) above is an "Acquiring Person." The
first date of public announcement that a person or group has become an
Acquiring Person is the "Shares Acquisition Date."

     The Rights Agreement provides that until the Distribution Date,
the Rights will be evidenced by the Common Share certificates and will be
transferred with and only with the Common Shares.  Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference.  Until the Distribution Date (or earlier redemption or expiration
of the Rights), the surrender for transfer of any certificates for Common
Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares represented by
such certificate.  As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business
on the Distribution Date (and to each initial record holder of certain Common
Shares issued after the Distribution Date), and such separate Right
Certificates alone will evidence the Rights.

     The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M., New York, New York time, on January 11, 2010,
unless earlier redeemed or exchanged by the Company as described below.

     In the event that any person becomes an Acquiring Person (except
pursuant to a Permitted Offer), each holder of a Right will have (subject to
the terms of the Rights Agreement) the right (the "Flip-In Right") to receive
upon exercise the number of Common Shares, or, in the discretion of the Board
of Directors of the Company, of one one-thousandths of a Preferred Share (or,
in certain circumstances, other securities of the Company) having a value
(immediately prior to such triggering event) equal to two times the Purchase
Price.  Notwithstanding the foregoing, following the occurrence of the event
described above, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person or any affiliate or associate thereof will be null and void.

     A "Permitted Offer" is a tender or exchange offer for all
outstanding Common Shares which is at a price and on terms determined, prior
to the purchase of shares under such tender or exchange offer, by a majority
of Disinterested Directors (as hereinafter defined), to be adequate (taking
into account all factors that such Disinterested Directors deem relevant) and
otherwise in the best interests of the Company and its stockholders (other
than the person, or any affiliate or associate thereof, on whose basis the
offer is being made), taking into account all factors that such Disinterested
Directors may deem relevant.  "Disinterested Directors" are directors of the
Company who are not employees of the Company and who are not Acquiring
Persons or affiliates or associates thereof, or representatives of any of

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them, or any person who was directly or indirectly proposed or nominated as a
director of the Company by a Transaction Person (as hereinafter defined).

     In the event that, at any time following the Shares Acquisition
Date, (i) the Company is acquired in certain mergers or other business
combination transactions in which the holders of all of the outstanding
Common Shares immediately prior to the consummation of the transaction are
not the holders of all of the surviving corporation's voting power, (ii) 50%
or more of the Company's assets or earning power are sold or transferred, in
either case with or to an Acquiring Person or any affiliate or associate
thereof, or any other person in which such Acquiring Person, affiliate or
associate has an interest, or any person acting on behalf of or in concert
with such Acquiring Person, affiliate or associate, or, if in such
transaction all holders of Common Shares are not treated alike, any other
person, or (iii) the Company shall effect a statutory share exchange with
outstanding Common Shares of the Company exchanged for stock or other
securities of any other person, money or other property, then in each case
the holder of a Right (except Rights which previously have been voided as set
forth above) shall thereafter have the right (the "Flip-Over Right") to
receive, upon exercise, common shares of the acquiring company having a value
equal to two times the Purchase Price.

     At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person (subject to certain exceptions) and prior
to the acquisition by a person or group of affiliated or associated persons
of 50% or more of the outstanding Common Shares, the Board of Directors of
the Company may exchange all or part of the then outstanding and exercisable
Rights (other than Rights which have become void under the terms of the
Rights Agreement) for Common Shares at an exchange ratio of one and three-
quarters (1 3/4) Common Shares per Right, subject to adjustment.

     The Purchase Price payable, and the number of one one-thousandths of a
Preferred Share or other securities issuable, upon exercise
of the Rights are subject to adjustment from time to time to prevent
dilution: (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii) upon the grant
to holders of the Preferred Shares of certain rights, options or warrants to
subscribe for or purchase Preferred Shares at a price, or securities
convertible into Preferred Shares with a conversion price, less than the then
current market price of the Preferred Shares, or (iii) upon the distribution
to holders of the Preferred Shares of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to in clause (ii) above).

     The Purchase Price is also subject to adjustment in the event of
a stock split of the Common Shares, or a stock dividend on the Common Shares
payable in Common Shares, or subdivisions, consolidations or combinations of
the Common Shares occurring, in any such case, prior to the Distribution
Date.

     With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1%
in such Purchase Price.  No fractional one one-thousandths of a Preferred
Share will be issued, and in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Shares on the last trading day
prior to the date of exercise.


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     At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (the "Redemption Price"), which redemption shall be effective upon
the action of the Board of Directors of the Company.  Additionally, the
Company may redeem the then outstanding Rights in whole, but not in part, at
the Redemption Price after the triggering of the Flip-In Right and before the
expiration of any period during which the Flip-In Right may be exercised in
connection with a merger or other business combination transaction or series
of transactions involving the Company in which all holders of Common Shares
are treated alike but not involving a Transaction Person (as hereinafter
defined).  Upon the effective date of the redemption of the Rights, the right
to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.

     If any term, provision, covenant or restriction of the Rights
Agreement is held by a court of competent jurisdiction or other authority to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of the Rights Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated;
provided, however, that if any such term, provision, covenant or restriction
is held by such court or authority to be invalid, void or unenforceable, and
the Board of Directors of the Company determines, at a time when a majority
of the directors then serving are Disinterested Directors, in their good-
faith judgment that severing the invalid language from the Rights Agreement
would adversely affect the purpose or effect thereof, the Company's right of
redemption described in the preceding paragraph shall be reinstated (if such
right has expired or been terminated) and shall not expire until the close of
business on the tenth day following the date of such determination by the
Board of Directors.

     The Board of Directors and the Company shall not have any
liability to any person as a result of the redemption or exchange of the
Rights pursuant to the provisions of the Rights Agreement.

     Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive +dividends.  While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income should the Rights become exercisable or upon the occurrence of
certain events thereafter.

     A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A
dated January 11, 2000.  A copy of the Rights Agreement is available free of
charge from the Company by contacting the Corporate Secretary at Correctional
Services Corporation, 1819 Main Street, Suite 1000, Sarasota, Florida 34236.
This summary description of the Rights does not purport to be complete and is
qualified entirely by reference to the Rights Agreement, which is hereby
incorporated herein by reference.