<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 1998

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                         SECURITIES EXCHANGE ACT OF 1934
            FOR THE TRANSACTION PERIOD FROM __________ TO __________.

                                AMENDMENT NO. 1

                         COMMISSION FILE NUMBER: 1-13560
                                                ---------

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

                TENNESSEE                               62-1156308
----------------------------------------     -----------------------------------
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification Number)

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


                                 (615) 263-3000
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                      NONE
--------------------------------------------------------------------------------
                (Former name, address and fiscal year if changed
                              since last report)


Indicate by check mark whether the Registrant (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 Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes   X      No 
    ------      ------

                                   80,523,735
--------------------------------------------------------------------------------
               (Outstanding shares of the issuer's common stock as
                              of August 1, 1998)


         This Amendment No. 1 amends the Quarterly Report on Form 10-Q
     filed by the Registrant on August 14, 1998, by amending the following
                item as set forth in the pages attached hereto.

<PAGE>   2


PART I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

               CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                            June 30,         December 31,
                                                              1998               1997
                                                           ---------          ---------
                                                          (Unaudited)
<S>                                                        <C>                <C>      
ASSETS

Current assets:
   Cash and cash equivalents                               $ 133,455          $ 136,147
   Accounts receivable, net of allowances                    115,712             89,822
   Prepaid expenses                                            7,374              4,868
   Other                                                       3,207              2,585
                                                           ---------          ---------

      Total current assets                                   259,748            233,422

Property and equipment, net                                  432,785            266,493
Other long-term assets:
   Notes receivable                                           57,661             59,264
   Investment in direct financing leases                      76,024             90,184
   Deferred tax assets                                        12,946             10,195
   Other assets                                               56,437             38,382
                                                           ---------          ---------
                                                           $ 895,601          $ 697,940
                                                           =========          =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                        $  63,737          $  32,094
   Accrued salaries and wages                                 11,699              9,778
   Income taxes payable                                        3,875             14,128
   Deferred tax liabilities                                    1,799              1,229
   Other accrued expenses                                     25,157             20,361
   Current portion of long-term debt                           5,841              5,847
   Current portion of deferred gain on real estate            13,223             13,223
                                                           ---------          ---------
       Total current liabilities                             125,331             96,660

Long-term debt, net of current portion                       265,659            127,075
Deferred gain on real estate transactions                    117,459            122,529
Other noncurrent liabilities                                      --              3,600
                                                           ---------          ---------
       Total liabilities                                     508,449            349,864
                                                           ---------          ---------

Stockholders' equity:
   Preferred stock                                               376                380
   Common stock                                               80,927             80,230
   Additional paid-in capital                                224,402            215,833
   Retained earnings                                          99,670             92,475
   Treasury stock, at cost                                   (18,223)           (40,842)
                                                           ---------          ---------
      Total stockholders' equity                             387,152            348,076
                                                           ---------          ---------
                                                           $ 895,601          $ 697,940
                                                           =========          =========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.



                                                                               3
<PAGE>   3



               CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                           Three months ended
                                                                June 30
                                                    ---------------------------
                                                       1998              1997
                                                    ---------          --------
<S>                                                 <C>                <C>     
Revenues                                            $ 164,071          $107,024

Expenses:
   Operating                                          114,623            77,978
   Lease                                               13,841             1,194
   General and administrative                           5,510             3,874
   Depreciation and amortization                        3,899             4,007
                                                    ---------          --------
   Total expenses                                     137,873            87,053
                                                    ---------          --------
Operating income                                       26,198            19,971
Interest (income) expense, net                         (2,420)              854
                                                    ---------          --------

Income before income taxes                             28,618            19,117
Provision for income taxes                              7,530             7,505
                                                    ---------          --------
Net income                                          $  21,088          $ 11,612
                                                    =========          ========




Net income per common share:
   Basic                                            $     .26          $    .15
                                                    =========          ========
   Diluted                                          $     .24          $    .13
                                                    =========          ========
Weighted average common shares outstanding:
   Basic                                               80,356            76,230
                                                    =========          ========
   Diluted                                             90,064            90,211
                                                    =========          ========
</TABLE>




The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.





                                                                               4
<PAGE>   4


               CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                           Six months ended
                                                               June 30
                                                    ---------------------------
                                                       1998              1997
                                                    ---------          --------
<S>                                                 <C>                <C>     
Revenues                                            $ 305,369          $198,862

Expenses:
   Operating                                          214,342           140,992
   Lease                                               24,936             2,296
   General and administrative                          10,463             7,272
   Depreciation and amortization                        7,287             7,930
                                                    ---------          --------
   Total expenses                                     257,028           158,490
                                                    ---------          --------
Operating income                                       48,341            40,372
Interest (income) expense, net                         (5,211)            1,352
                                                    ---------          --------

Income before income taxes                             53,552            39,020
Provision for income taxes                             14,021            15,413
                                                    ---------          --------
Net income                                          $  39,531          $ 23,607
                                                    =========          ========

Net income per common share:
   Basic                                            $     .49          $    .31
                                                    =========          ========
   Diluted                                          $     .44          $    .27
                                                    =========          ========
Weighted average common shares outstanding:
   Basic                                               79,924            75,917
                                                    =========          ========
   Diluted                                             90,252            89,937
                                                    =========          ========
</TABLE>




The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.



                                                                               5
<PAGE>   5


               CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                            Six months ended
                                                                                 June 30
                                                                      ----------------------------
                                                                         1998               1997
                                                                      ---------          ---------
<S>                                                                   <C>                <C>      
Cash Flows from Operating Activities:
   Net income                                                         $  39,531          $  23,607
   Adjustments to reconcile net income to net cash provided
       by operating activities:
          Depreciation and amortization                                   7,287              7,930
          Deferred and other noncash income taxes                         1,818              2,029
          Other noncash items                                               243                183
          Loss on disposal of assets                                          2                 86
          Equity in earnings of unconsolidated entities                    (544)              (313)
          Recognized gain on real estate transactions                    (5,070)                --
          Changes in assets and liabilities, net of acquisition:
               Accounts receivable                                      (24,253)            16,605
               Prepaid expenses                                          (2,367)            (3,973)
               Other current assets                                        (622)            (1,334)
               Accounts payable                                          31,248             34,386
               Income taxes payable                                     (10,253)            11,220
               Accrued expenses and other liabilities                     1,705              8,789
                                                                      ---------          ---------
                   Net cash provided by operating activities             38,725             99,215
                                                                      ---------          ---------
Cash Flows from Investing Activities:
   Additions of property and equipment                                 (189,225)          (148,188)
   Decrease in restricted cash                                               --              2,851
   Increase in other assets                                             (12,414)           (10,864)
   Acquisition of USCC subsidiaries, net of cash acquired                (9,341)                --
   Investment in affiliates, net                                           (157)                --
   Proceeds from disposals of assets                                     36,132                 14
   Increase in direct financing leases                                       --            (55,850)
   Payments received on direct financing leases and notes receivable      2,627              1,133
                                                                      ---------          ---------
                   Net cash used in investing activities               (172,378)          (210,904)
                                                                      ---------          ---------

Cash Flows from Financing Activities:
   Payments on long-term debt                                               (22)            (4,655)
   Proceeds from line of credit, net                                    140,000            119,500
   Payment of debt issuance costs                                        (2,925)              (495)
   Proceeds from exercise of stock options and warrants                   1,508              1,843
   Purchase of treasury stock                                            (7,600)                --
                                                                      ---------          ---------
                    Net cash provided by financing activities           130,961            116,193
                                                                      ---------          ---------
Net increase (decrease) in cash                                          (2,692)             4,504

CASH AND CASH EQUIVALENTS, beginning of period                          136,147              4,832
                                                                      ---------          ---------
CASH AND CASH EQUIVALENTS, end of period                              $ 133,455          $   9,336
                                                                      =========          =========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.





                                                                               6
                                                                                
<PAGE>   6



               CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                             Six months ended
                                                                                                  June 30
                                                                                         -------------------------
                                                                                           1998             1997
                                                                                         --------          -------
<S>                                                                                      <C>               <C>    
Supplemental Disclosures of Cash Flow Information:
   Cash paid during the period for:

       Interest (net of amounts capitalized)                                             $  2,921          $ 3,102
                                                                                         ========          =======
       Income taxes                                                                      $ 22,231          $ 1,492
                                                                                         ========          =======
Supplemental Schedule of Noncash Investing and Financing
   Activities:

   The Company acquired treasury stock and issued common stock through the
     exercise of stock options:
           Common stock                                                                  $    398          $   494
           Additional paid-in capital                                                       3,331            2,736
           Retained earnings                                                                 (114)            (829)
           Treasury stock, at cost                                                         (3,615)          (2,401)
                                                                                         --------          -------
                                                                                         $     --          $    --
                                                                                         ========          =======

   Long term debt was converted into common stock:
           Other assets                                                                  $      5          $    15
           Long-term debt                                                                  (1,400)            (900)
           Common stock                                                                        51              531
           Additional paid-in capital                                                          32              354
           Retained earnings                                                              (31,500)              --
           Treasury stock                                                                  32,812               --
                                                                                         --------          -------
                                                                                         $     --          $    --
                                                                                         ========          =======

   The Company converted a facility from investment in direct financing lease to
     property and equipment by acquiring the equity in the facility from the
     leasing entity:
           Accounts receivable                                                           $  3,500
           Property and equipment                                                         (16,207)         $    --
           Investment in direct financing leases                                           12,707               --
                                                                                         --------          -------
                                                                                         $     --          $    --
                                                                                         ========          =======
</TABLE>





                                                                               7
<PAGE>   7

               CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.       CONSOLIDATED FINANCIAL STATEMENTS

         The consolidated balance sheets as of June 30, 1998 and December 31,
         1997, the consolidated statements of operations for the quarters ended
         June 30, 1998 and 1997, and the consolidated statements of operations
         and cash flows for the six month periods ended June 30, 1998 and 1997,
         have been prepared by the Company in accordance with the accounting
         policies described in its 1997 Annual Report on Form 10-K and should be
         read in conjunction with the notes thereto.

         In the opinion of management, all adjustments (which include only
         normal recurring adjustments) necessary to present fairly the financial
         position, results of operations and changes in cash flows at June 30,
         1998 and for all periods presented have been made.

         Certain information and footnote disclosures normally included in
         financial statements prepared in accordance with generally accepted
         accounting principles have been condensed or omitted. The results of
         operations for the periods ended June 30, 1998, are not necessarily
         indicative of the operating results for the full year.


2.       ACQUISITIONS

         In April 1998, the Company acquired all of the outstanding capital
         stock of eight subsidiaries of U.S. Corrections Corporation ("USCC")
         (the "USCC Acquisition") for approximately $10,000,000, less cash
         acquired. By virtue of the USCC Acquisition, the Company acquired
         contracts to manage four currently operating facilities in Kentucky,
         each of which is owned by CCA Prison Realty Trust ("Prison Realty"), as
         well as one each in Florida and Texas, each of which is owned by
         governmental entities of Florida and Texas, respectively. The Company,
         or one of its affiliates, currently leases the four Kentucky facilities
         from Prison Realty, or one of its affiliates, pursuant to the terms of
         that certain Master Agreement to Lease dated July 1997, between the
         Company and Prison Realty (the "Master Lease"). The Company also
         acquired by virtue of the USCC Acquisition the right to enter into
         contracts to manage two facilities currently under construction that
         are located in North Carolina and owned by Prison Realty. The Company
         expects to lease these two facilities from Prison Realty pursuant to
         the terms and conditions of the Master Lease. The total number of beds
         currently operating or under construction under all of the
         aforementioned management contracts equals 5,743.

         In April 1998, the Company acquired a 376-bed correctional facility
         from a governmental entity for $18,389,000 and assumed management of
         the facility.

         In May 1998, in consideration for relinquishing its right to purchase a
         facility, the Company agreed to pay a governmental agency $3,500,000.
         As a result, the Company converted the facility from a direct financing
         lease to property and equipment. In lieu of a cash payment, the entity
         agreed to utilize a credit for management revenue billings beginning in
         July 1998 until the credit is exhausted.




                                                                               8
<PAGE>   8



3.       LONG-TERM DEBT

         The Company increased its revolving credit facility to $350,000,000 in
         June 1998. The facility matures in September 1999 and bears interest,
         at the election of the Company, at either the bank's prime rate or a
         rate which is 1.25% above the applicable 30, 60, or 90 day LIBOR rate.
         As of June 30, 1998, there was $210,000,000 borrowed under this
         facility. Letters of credit totaling $3,400,000 had been issued leaving
         the total unused commitment at $136,600,000.

4.       MERGER

         In April 1998, the Company signed a definitive agreement to merge with
         Prison Realty in a transaction that will give the shareholders of the
         Company the right to receive 0.875 Prison Realty common shares for
         every share of Company common stock. Prison Realty will operate as a
         real estate investment trust and the merger is expected to be
         consummated on or about January 1, 1999, subject to customary
         conditions, including approvals by certain regulatory agencies and the
         shareholders of both companies.

5.       EARNINGS PER SHARE

         The Company adopted the provisions of SFAS 128, "Earnings Per Share"
         effective December 31, 1997. Under the standards established by SFAS
         128, earnings per share is measured at two levels: basic earnings per
         share and diluted earnings per share. Basic earnings per share is
         computed by dividing net income by the weighted average number of
         common shares outstanding during the year. Diluted earnings per share
         is computed by dividing net income by the weighted average number of
         common shares after considering the additional dilution related to
         convertible preferred stock, convertible subordinated notes, options
         and warrants. All earnings per share amounts presented herein have been
         restated to reflect the adoption of SFAS No. 128.

         In computing diluted earnings per common share, the Company's stock
         warrants and stock options are considered dilutive using the treasury
         stock method, and the Series B convertible preferred stock and the 8.5%
         convertible subordinated notes are considered dilutive using the
         if-converted method. The following table presents information necessary
         to calculate diluted earnings per share for the second quarter and six
         months ended June 30:

<TABLE>
<CAPTION>
                                                                           Three months ended
                                                                                 June 30
                                                                         -----------------------
                                                                           1998            1997
                                                                         -------         -------


<S>                                                                      <C>             <C>    
         Net Income                                                      $21,088         $11,612
         Interest expense applicable to convertible subordinated
           notes, net of tax                                                 147             173
                                                                         -------         -------
         Adjusted net income                                             $21,235         $11,785
                                                                         =======         =======

         Weighted average common shares outstanding                       80,356          76,230
         Effect of dilutive options and warrants                           4,543           8,264
         Conversion of preferred stock                                       730              --
         Conversion of convertible subordinated notes                      4,435           5,717
                                                                         -------         -------
         Adjusted diluted common shares outstanding                       90,064          90,211
                                                                         -------         -------
         Diluted earnings per share                                      $   .24         $   .13
                                                                         =======         =======
</TABLE>





                                                                               9
<PAGE>   9



<TABLE>
<CAPTION>
                                                                            Six months ended
                                                                                 June 30
                                                                         -----------------------
                                                                           1998            1997
                                                                         -------         -------


<S>                                                                      <C>             <C>    
         Net Income                                                      $39,531         $23,607
         Interest expense applicable to convertible subordinated
           notes, net of tax                                                 307             351
                                                                         -------         -------
         Adjusted net income                                             $39,838         $23,958
                                                                         =======         =======

         Weighted average common shares outstanding                       79,924          75,917
         Effect of dilutive options and warrants                           4,828           8,303
         Conversion of preferred stock                                       732              --
         Conversion of convertible subordinated notes                      4,768           5,717
                                                                         -------         -------
         Adjusted diluted common shares outstanding                       90,252          89,937
                                                                         -------         -------
         Diluted earnings per share                                      $   .44         $   .27
                                                                         =======         =======
</TABLE>


6.       NEW PRONOUNCEMENT

         In April 1998, the AICPA issued Statement of Position ("SOP") 98-5,
         "Reporting on the Costs of Start-Up Activities", effective for fiscal
         years beginning after December 15, 1998. SOP 98-5 requires the costs of
         start-up activities to be expensed as incurred. In accordance with the
         provisions of SOP 98-5, the Company will adopt the new accounting
         method as of January 1, 1999 by recording a cumulative effect of a
         change in accounting principle. As of June 30, 1998, the Company's
         deferred start-up costs and project development costs subject to the
         provisions of SOP 98-5 totaled $27,732,000.

7.       COMPREHENSIVE INCOME

         In June 1997, the Financial Accounting Standards Board issued SFAS No.
         130, "Reporting Comprehensive Income", effective for fiscal years
         beginning after December 15, 1997. SFAS No.130 requires that changes in
         the amounts of certain items, including gains and losses on certain
         securities, be shown in the financial statements. The Company adopted
         the provisions of SFAS No. 130 on January 1, 1998. The Company's
         comprehensive income is substantially equivalent to net income for the
         quarters ended and six months ended June 30, 1998 and 1997.






                                                                              10
<PAGE>   10




                                   SIGNATURES


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


                                       CORRECTIONS CORPORATION OF AMERICA
                                       -----------------------------------
                                                 (Registrant)




September 28, 1998                     /s/ Darrell K. Massengale
-----------------------                -----------------------------------------
    (Date)                             Darrell K. Massengale
                                       Chief Financial Officer
                                       Secretary, Principal Accounting Officer




                                                                              16