**Tableof Contents**

** **

** **

** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

** **

### **FORM 10-K/A**

**Amendment No. 1**

 

**(Mark One)**

 
| **x** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|-------|------------------------------------------------------------------------------------------------------|

 

**For fiscalyear ended December 31, 2008**

 

**OR**

 
| **o** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|-------|----------------------------------------------------------------------------------------------------------|

 

### **For the transition period from             to             **

 

**Commission File Number 1-14472**

** **

**CORNELL COMPANIES, INC.**

(Exact Name of Registrant as Specified In ItsCharter)

 

| **Delaware**                                               | ** ** | **76-0433642**       |
|------------------------------------------------------------|------------|----------------------|
| (State  or Other Jurisdiction                              |       | (I.R.S.  Employer    |
| of  Incorporation or Organization)                         |       | Identification  No.) |
|                                                       |       |                 |
| **1700 West  Loop South, Suite 1500, Houston, Texas** | ** ** | **77027**            |
| (Address  of Principal Executive Offices)                  |       | (Zip  Code)          |

 

Registrant’s telephone number, including areacode:    **(713) 623-0790**

 

Securitiesregistered pursuant to Section 12(b) of the Act:

 
| **Title of Each Class**  | ** ** | **Name of Each Exchange on Which Registered** |
|-----------------------------------------|------------|-----------------------------------------------------------------------------|
| Common Stock, $.001 par value per share |       | New York Stock Exchange                                                     |
| Preferred Stock Purchase Rights         |       | New York Stock Exchange                                                     |

 

Securities registered pursuant to Section 12(g) ofthe Act:  **None**

 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  o   No x

 

Indicate by check mark if the registrantis not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.

Yes  o   No x

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the Registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes  x    No   o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§229.405) is not containedherein, and will not be contained, to the best of Registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K. o.

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmallerreporting company. See the definitions of “large accelerated filer,” “acceleratedfiler” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.Check one.

 
| Large accelerated Filer o |   | Accelerated filer x         |
|---------------------------|--------|-----------------------------|
| Non-accelerated filer o   |   | Smaller Reporting Company o |

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o   No x

 

Theaggregate market value of voting stock held by non-affiliates of the registrantwas $263,852,896 on June 30, 2008. The registrant has 14,766,758 shares ofcommon stock outstanding on March 6, 2009.

 

**DocumentsIncorporated by Reference**

 

The information required by Part III of this Report, to the extentnot set forth herein, is incorporated by reference from the registrant’sdefinitive proxy statement relating to its Annual Meeting of Stockholders to beheld in 2009, which definitive proxy statement will be filed with theSecurities and Exchange Commission within 120 days after the end of the fiscalyear to which this Report relates.

 

 

** **

----

**Table ofContents**

 

**CornellCompanies, Inc.**

** **

**Table of Contents**

 

**2008Form 10-K**

** **
| ** **        | ** ** | **Page**   | ** ** |
|-------------------|------------|------------|------------|
| ** **        | ** ** | ** ** | ** ** |
| Explanatory Note  |       | 3          |       |
| Exhibit 31.1 |       |       |       |
| Exhibit 31.2 |       |       |       |

 

2

----

Table ofContents

 

**Explanatory Note**

 

ThisAmendment No. 1 amends Cornell Companies, Inc.’s (the “Company”)Annual Report on Form 10-K for the year ended December 31, 2008,which was filed with the Securities and Exchange Commission on March 6,2009 (the “Original Filing”).  TheCompany is filing this Amendment No. 1 for the sole purpose of filingrevised Exhibits 31.1 and 31.2, which include the conformed signatures of theCompany’s Chief Executive Officer, President and Chairman of the Board andChief Financial Officer, Senior Vice President and Treasurer.  The conformed signatures to these exhibitswere inadvertently not included in the Original Filing.  Amendment No. 1 does not include theentire Form 10-K.

 

Exceptas described above, no other changes have been made to the OriginalFiling.  The Original Filing continues tospeak as of the date of the Original Filing, and Cornell Companies, Inc.has not updated the disclosures contained therein to reflect any events whichoccurred subsequent to the filing of the Original Filing, or to modify thedisclosure contained in the Original Filing other than to reflect the changesdescribed above.

 

3

----

Table ofContents

 

**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this Amendment No. 1to the Annual Report on Form 10-K/A has been signed below by the followingpersons on behalf of the registrant and in the capacities indicated on July 2,2009.

 

| **SIGNATURE**                 | ** ** | **TITLE**                                                      |
|-------------------------------|------------|----------------------------------------------------------------|
|                          |       |                                                           |
| /s/  James E. Hyman |       | Chief Executive Officer, President and Chairman of the Board   |
| James E. Hyman                |       | (Principal Executive Officer)                                  |
|                          |       |                                                           |
| /s/  John R. Nieser |       | Chief Financial Officer, Senior Vice President and Treasurer   |
| John R. Nieser                |       | (Principal Financial Officer and Principal Accounting Officer) |

 

----