EXHIBIT 4.9

                             CORNELL COMPANIES, INC.
                            2000 DIRECTOR STOCK PLAN

1.    PURPOSE

      This Cornell Companies, Inc. 2000 Director Stock Plan (the "Plan") is
hereby established by Cornell Companies, Inc. (the "Company"). The purpose of
the Plan is to enable the Company to pay all or part of the compensation of its
directors in shares of the Company's common stock, par value $.001 per share
("Stock"). The Plan permits directors to elect to take all or part of their cash
compensation in the form of Stock.

2.    ELIGIBILITY

      Each member of the Board of Directors of the Company (the "Board") or any
of its subsidiaries (a "Director") shall be eligible for participation in the
Plan.

3.    ADMINISTRATION

      The Compensation Committee of the Board, or its successor (the
"Committee"), shall have full power and authority to construe, interpret and
administer the Plan. Decisions of the Committee shall be final, conclusive and
binding on all parties.

4.    ELECTIVE GRANTS

      Each Director may elect to have any part or all of the fees payable to
such Director for services as a Director of the Company or its subsidiaries paid
in the form of Stock. Such election shall be made in accordance with Section 5
hereof. Stock issued in lieu of director fees shall be issued as soon as
reasonably practicable following the end of each calendar quarter, and the
number of shares will be based on a valuation equal to the average of the
closing sales prices for the Stock as published in The Wall Street Journal
report of the New York Stock Exchange, Inc.--Composite Transactions (or as
published in The Wall Street Journal with respect to such other exchange on
which the Stock may, at the time, be listed) for the last trading day of each
month in such calendar quarter, provided that any fractional share shall be
rounded up to the next whole share. If the Stock is not admitted to trading on
any date for which the closing sales price is to be determined but the Stock is
quoted on the Nasdaq National Market, then reference shall be made to the
average of the closing sales prices for the Stock as published in The Wall
Street Journal report of the Nasdaq National Market for the last trading day of
each month in such calendar quarter, provided that any fractional share shall be
rounded up to the next whole share. If the Stock is not so admitted to trading
or is not so quoted on any date for which the closing sales price is to be
determined, then reference shall be made to the fair market value of the Stock
on that date, as determined by the Board in its sole discretion. All Stock
issued pursuant to this Plan shall be subject to the vesting restrictions set
forth in Section 6 hereof.
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5.    ELECTIONS

      All elections made pursuant to Section 4 hereof shall (a) be made in
writing and delivered to the Secretary of the Company, (b) specify the portion
of the fees to be paid in Stock, and (c) be irrevocable until the next annual
election. All elections made pursuant to Section 4 hereof shall be made
annually, prior to January 1 of the year in which the fees for services as a
Director are to be earned or, in the case of an individual who becomes a
Director during a calander year, on or prior to the date of his or her election
as a Director.

6.    VESTING

      (a) This Plan is subject to approval by the stockholders of the Company.
All shares of Stock issued pursuant to this Plan prior to approval of the Plan
by the Company's stockholders shall be restricted and shall not vest until the
later of (i) such time as the Plan is approved by the Company's stockholders and
(ii) six months after the date on which the fees related to such Stock were
earned. All shares of Stock issued after approval of the Plan by the Company's
stockholders shall be restricted and shall vest six months after the date on
which the fees related to such Stock were earned.

      (b) Notwithstanding the provisions of Section 6(a) above, in the event of
a Change of Control of the Company, all restrictions with respect to the shares
of Stock issued pursuant to this Plan shall lapse. For purposes of this Plan, a
Change of Control shall be deemed to occur at such time as (i) the Company
merges with or into, consolidates with, or sells or otherwise transfers all or
substantially all of its assets to another entity or (ii) a single person or
entity and/or group of entities acting in concert acquires all or substantially
all of the Company's outstanding Stock.

7.    RIGHTS AS A STOCKHOLDER

      A Director shall not be deemed for any purpose to be, or have any rights
as, a stockholder of the Company with respect to any Stock issued under this
Plan until such Director shall have become the holder of record of such Stock.

8.    CONTINUATION OF DIRECTORS IN SAME STATUS

      Nothing in this Plan shall be construed as creating or constituting
evidence of any agreement or understanding, express or implied, that a Director
will have any right to continue as a Director or in any other capacity for any
period of time or receive a particular fee or other compensation for services as
a Director or otherwise.

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9.    SHARES SUBJECT TO THE PLAN

      (a) Subject to adjustment as provided in Section 9(b) hereof, the
aggregate number of shares of Stock which may be issued under the Plan shall not
exceed 100,000 shares. Shares of Stock to be issued under the Plan shall be made
available, at the sole discretion of the Board, either from authorized but
unissued shares of Stock or from issued shares of Stock reacquired by the
Company and held in treasury.

      (b) The Committee may make or provide for such adjustments in the maximum
number of shares of Stock specified in Section 9(a) hereof or such other
adjustments as the Committee in its sole discretion may determine are
appropriate to recognize the effect that otherwise would result from any stock
dividend, stock split, combination of shares, recapitalization or other change
in the capital structure of the Company, merger, consolidation, spin-off,
reorganization, partial or complete liquidation or any other corporate
transaction or event having an effect similar to any of the foregoing.

10.   AMENDMENTS AND DISCONTINUANCES

      The Board of Directors may from time to time amend the Plan; provided,
however, that no amendment may without stockholder approval (a) materially
increase the benefits accruing to participants under the Plan, (b) materially
increase the number of shares of Stock which may be issued under the Plan, or
(c) materially modify the requirements as to eligibility for participation in
the Plan, and further provided, that the Plan shall not be amended more than
once every six months, other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder.

11.   COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS

      No certificate for shares of Stock distributable pursuant to the Plan
shall be issued and delivered unless the issuance of such certificate complies
with all applicable legal requirements, including, without limitation,
compliance with the provisions of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the requirements of the
exchanges on which the Stock may, at the time, be listed.

12.   TERM OF THE PLAN

      The Plan became effective on February 25, 2000. This Plan shall remain in
effect until terminated by action of the Board or the stockholders of the
Company.

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13.   RULE 16b-3 COMPLIANCE

      It is the intention of the Company that all transactions under the Plan be
exempt from liability imposed by Section 16(b) of the Securities Exchange Act of
1934, as amended. Therefore, if any transaction under this Plan is found not to
be in compliance with an exemption from such Section 16(b), then the provision
of the Plan governing such transaction shall be deemed amended so that the
transaction does comply and is so exempt, to the extent permitted by law and
deemed advisable by the Committee, and in all events the Plan shall be construed
in favor of meeting the requirements of an exemption.

Adoption:

      Board of Directors Meeting held February 25, 2000
      Annual Meeting of Stockholders held __________, 2001