EXHIBIT 10.72.3
                                                                 ---------------


                       THIRD AMENDMENT TO CREDIT AGREEMENT
                       -----------------------------------

     THIS THIRD AMENDMENT TO CREDIT AGREEMENT is made as of the __ day of
November, 2001 by and among CORRECTIONAL SERVICES CORPORATION, a corporation
duly organized and validly existing under the laws of the State of Delaware (the
"Company"); each of the Subsidiaries of the Company that is a signatory hereto
or that, pursuant to Section 9.1.20(b) of the Credit Agreement (as hereinafter
defined), shall become a party hereto (individually, a "Subsidiary Guarantor"
and, collectively, the "Subsidiary Guarantors"; and the Subsidiary Guarantors,
collectively with the Company, are sometimes hereinafter referred to as the
"Obligors"); each of the lenders that is a signatory hereto or that, pursuant to
Section 12.6(b) of the Credit Agreement, shall become a "Lender" hereunder
(individually, a "Lender" and, collectively, the "Lenders"); and FLEET NATIONAL
BANK, a national banking association and successor by merger to Summit Bank, as
syndication agent for the Lenders (in such capacity, together with its
successors in such capacity, the "Syndication Agent").


                              W I T N E S S E T H:
                              --------------------

     WHEREAS, the Company, the Subsidiary Guarantors, the Lenders and the
Syndication Agent entered into a Credit Agreement dated August 31, 1999, as
amended by a first amendment thereto dated as of November 10, 2000 and a second
amendment thereto dated in or about August, 2001 (collectively, the "Credit
Agreement"); and

     WHEREAS, the Company has requested the Syndication Agent and the Lenders to
make certain amendments to the Credit Agreement as more fully described herein,
and the Syndication Agent and the Lenders have agreed to do so, subject to and
in accordance with the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     1.   Defined Terms. Except as otherwise indicated herein, all words and
terms defined in the Credit Agreement shall have the same meanings when used
herein.

     2.   Amendments to Credit Agreement.

          (a)  The following definitions appearing in Section 1.1 of the Credit
Agreement are hereby amended to read in their entirety as follows:

          "Applicable Commitment Fee Rate" shall mean:

               (i) with reference to the Revolving Credit Commitments, a rate
     per annum, determined from time to time in accordance with the table set
     forth below. The Applicable Commitment Fee Rate shall change on the fifth
     Business Day following receipt by the Syndication Agent of a Compliance
     Certificate of the Company demonstrating that the ratio of the consolidated
     Total Funded Debt of the Company and its Subsidiaries to Adjusted EBITDA as
<PAGE>


     at the last day of the immediately preceding fiscal quarter of the Company
     shall be at a different level in the table below, whereupon the Applicable
     Commitment Fee Rate shall be reduced or increased to the applicable
     percentage set forth in such table. Notwithstanding the foregoing, the
     Applicable Commitment Fee Rate shall not be reduced at any time during
     which an Event of Default shall have occurred and be continuing:


                              Ratio of Total    Applicable Commitment Fee
                              Funded Debt to        Rate for Revolving
                Level         Adjusted EBITDA       Credit Commitments
                -----         ---------------   --------------------------
                  I             < 3.5 and                 .50%
                                -
                                > 3.00:1
                                -

                  II            < 3.00:1 and
                                > 2.50:1                  .50%
                                -

                 III            < 2.50:1 and
                                > 2.00:1                 .375%
                                -

                  IV            < 2.00:1                 .375%



          "Applicable Margin" shall mean:

               (i) with reference to Revolving Credit Loans that are Base Rate
     Loans or LIBOR Loans, an amount in excess of the Base Rate or the LIBOR
     Rate, as the case may be, determined from time to time in accordance with
     the table set forth below. The Applicable Margin shall change on the fifth
     Business Day following receipt by the Syndication Agent of a Compliance
     Certificate of the Company demonstrating that the ratio of the consolidated
     Total Funded Debt of the Company and its Subsidiaries to Adjusted EBITDA as
     at the last day of the immediately preceding fiscal quarter of the Company
     shall be at a different level in the table below, whereupon the Applicable
     Margin shall be reduced or increased to the applicable percentage set forth
     in such table. Notwithstanding the foregoing, the Applicable Margin shall
     not be reduced at any time during which an Event of Default shall have
     occurred and be continuing:








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<PAGE>


                                       Applicable Margin       Applicable Margin
                  Ratio of Total        for Revolving            for Revolving
                  Funded Debt to       Credit Loans that       Credit Loans that
        Level     Adjusted EBITDA     are Base Rate Loans       are LIBOR Loans
        -----     ---------------     -------------------      -----------------
          I         < 3.5 and               2.00%                    3.50%
                    -
                    > 3.00:1
                    -

          II        < 3.00:1 and            1.75%                    3.25%
                    > 2.50:1
                    -

         III        < 2.50:1 and            1.50%                    3.00%
                    > 2.00:1
                    -

          IV        < 2.00:1                1.25%                    2.75%


          (b)  Section 9.1.10 of the Credit Agreement is hereby amended to read
in its entirety as follows:

               9.1.10  Total Funded Debt to Adjusted EBITDA Ratio.

               The Company will not permit the ratio of (i) the consolidated
     Total Funded Debt of the Company and its Subsidiaries as of the last day of
     any fiscal quarter of the Company ending during any test period set forth
     in the table below, to (ii) Adjusted EBITDA for the period of four
     consecutive fiscal quarters ending on the same day, to be greater than the
     ratio set forth opposite such test period below:


               Four Fiscal
               Quarters Ending                                       Ratio
               ---------------                                       ------
               September 30, 2001                                    3.50:1
               December 31, 2001 and thereafter                      2.50:1


          (c)  Section 9.1.12 of the Credit Agreement is hereby amended to read
in its entirety as follows:

               9.1.12  Consolidated Net Worth.

               The Company will not permit its Consolidated Net Worth to be less
     than $45,000,000, plus the sum of the following through the date of
     determination:









                                        3
<PAGE>


     (i) 90% of the Company's cumulative, positive (any loss shall be treated as
     zero) Consolidated Net Income earned from October 1, 2001 through such date
     of determination plus, (ii) 100% of the net proceeds of Equity Issuances
     from October 1, 2000 through such date of determination minus (iii) the
     aggregate amount of Permitted Stock Repurchases made from October 1, 2001
     through such date of determination.

          (d)  Section 9.1.14 of the Credit Agreement is hereby amended to read
in its entirety as follows:

               9.1.14   Minimum Fixed Charge Coverage Ratio.

               The Company will not permit the Fixed Charge Coverage Ratio to be
     less than (i) 1.25 to 1.00 as of September 30, 2001, and (ii) 1.50 to 1.00
     at any time thereafter.

          (e)  Section 9.1 of the Credit Agreement is hereby amended by adding
the following Section 9.1.26 immediately after Section 9.1.25 thereof:

               9.1.26  Sale of Phoenix Property.

               (a) Notwithstanding any other provision contained herein, the
     Borrower shall use its best efforts to refinance its facility located in
     Phoenix, Arizona, through its sale to a special purpose vehicle (entity)
     (which entity shall not be an Affiliate or a Subsidiary) which will issue
     municipal bonds to fund the purchase, as promptly as possible after the
     date hereof, the net proceeds of which shall be used to make mandatory
     prepayments of the Loans in accordance with the provisions of Section
     2.10.1 hereof and to reduce the Revolving Credit Commitments in accordance
     with the provisions of Sections 2.3.2 and 2.10.1 hereof.

               (b) Upon sale of the Property described in Section 9.1.26(a)
     hereof, the Borrower shall negotiate in good faith to further reduce the
     Revolving Credit Commitment, it being the intention of the Borrower and the
     Lenders to seek to reduce the Revolving Credit Commitment to an amount
     between $13,000,000 and $17,000,000.

          (f)  Part 2 of Schedule 1 to the Credit Agreement is hereby deleted
and replaced with Part 2 of Schedule 1 to this Agreement.

     3.   Amendment Fees. Concurrently herewith and in consideration for the
Syndication Agent and the Lenders entering into this Agreement, the Company is
paying the Syndication Agent (a) an amendment fee in the amount of $98,515 for
the ratable benefit of the Lenders and (b) an amendment fee in the amount of
$39,406 for the sole benefit of the Syndication Agent. The foregoing fees are
earned in full on the date hereof and not subject to rebate or reduction.













                                        4
<PAGE>


     4.   Guaranty Reaffirmation. The Subsidiary Guarantors hereby acknowledge
and agree to the amendments to the Credit Agreement effected by this Agreement.
Each of the Subsidiary Guarantors hereby reaffirms all of the terms and
conditions of the guaranty set forth in Section 6 of the Credit Agreement and
agrees that such guaranty is applicable to all of the Guaranteed Obligations, as
amended by this Agreement. The Subsidiary Guarantors hereby acknowledge and
agree that they have no defenses, offsets or counterclaims with respect to the
Guaranteed Obligations and hereby waive and release all claims against the
Syndication Agent and the Lenders with respect thereto.

     5.   Representations and Warranties. In order to induce the Syndication
Agent and the Lenders to enter into this Agreement and amend the Credit
Agreement as provided herein, each Obligor hereby represents and warrants to the
Syndication Agent and the Lenders that:

          (a)  All of the representations and warranties of the Obligors set
forth in the Credit Agreement are true, complete and correct in all material
respects on and as of the date hereof with the same force and effect as if made
on and as of the date hereof and as if set forth at length herein.

          (b)  After giving effect to this Agreement, no Default or Event of
Default presently exists and is continuing on and as of the date hereof.

          (c)  Since the date of the Obligors' most recent financial statements
delivered to the Syndication Agent, no Material Adverse Effect has occurred, and
no event has occurred or failed to occur which has had or is likely to have a
Material Adverse Effect.

          (d)  Each Obligor has full power and authority to execute, deliver and
perform any action or step which may be necessary to carry out the terms of this
Agreement and all other agreements, documents and instruments, if any, executed
and delivered by the Obligors to the Syndication Agent and the Lenders
concurrently herewith or in connection herewith (collectively, the "Amendment
Documents"); each Amendment Document to which any of the Obligors is a party has
been duly executed and delivered by such Obligors and is the legal, valid and
binding obligation of such Obligor enforceable in accordance with its terms,
subject to any applicable bankruptcy, insolvency, general equity principles or
other similar laws affecting the enforcement of creditors' rights generally.

          (e)  The execution, delivery and performance of the Amendment
Documents will not (i) violate any provision of any existing law, statute, rule,
regulation or ordinance binding upon the Obligors, (ii) conflict with, result in
a breach of, or constitute a default under (A) the certificate of incorporation
or by-laws or other equivalent formation documents of any Obligor, (B) any
order, judgment, award or decree of any court, governmental authority, bureau or
agency, or (C) any mortgage, indenture, material lease, contract or other
material agreement or undertaking to which any Obligor is a party or by which
any Obligor or its properties or assets may be bound, or (iii) result in the
creation or imposition of any lien or other encumbrance upon or with respect to
any property or asset now owned or hereafter acquired by any Obligor, other than
liens in favor of the Syndication Agent for the ratable benefit of the Lenders.









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<PAGE>


          (f)  No consent, license, permit, approval or authorization of,
exemption by, notice to, report to, or registration, filing or declaration with
any Person is required in connection with the execution, delivery, performance
by the Obligors of the Amendment Documents or the transactions contemplated
thereby.

     6.   Syndication Agent's Costs. The Company shall on demand reimburse the
Syndication Agent for all out-of-pocket costs, including legal fees and
expenses, incurred by the Syndication Agent in connection with this Agreement,
the transactions referenced herein and the administration of the facilities
described in the Credit Agreement. In the event the Company shall fail to pay
any such invoice within 10 days, the Company irrevocably authorizes the
Syndication Agent to charge the Company's account(s) with the Syndication Agent
(or its affiliate) in the amount of such out-of-pocket costs.

     7.   No Change. Except as expressly set forth herein or modified hereby,
all of the terms and provisions of the Credit Agreement and the other Basic
Documents are hereby reaffirmed in their entirety shall continue in full force
and effect.

     8.   Counterparts; Effectiveness. This Agreement may be executed in any
number of counterparts, each of which shall be an original and all of which
shall constitute one and the same instrument. This Agreement shall not be
binding upon any party until all parties hereto have executed this Agreement and
delivered it to the Syndication Agent.

     9.   No Defenses. The Company hereby acknowledges and agrees that it has no
defenses, offsets or counterclaims with respect to its obligations under the
Credit Agreement, the Notes, the other Basic Documents and the Operative
Documents and hereby waives and releases all claims against the Syndication
Agent and the Lenders with respect thereto.



























                                        6
<PAGE>


     10.  Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

     IN WITNESS WHEREOF, the undersigned have caused their duly authorized
representatives to execute and deliver this Agreement as of the day and year
first above written.


                                          CORRECTIONAL SERVICES CORPORATION,
                                          a Delaware corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YOUTH SERVICES INTERNATIONAL, INC.
                                          a Maryland corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          FF&E, INC., a New Jersey corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          COMMUNITY CORRECTIONS, INC., a
                                          Texas corporation


                                          By:_________________________________
                                          Name:
                                          Title:







                       (Signatures continued on next page)


                                        7
<PAGE>


                                          YOUTH SERVICES INTERNATIONAL
                                          OF NORTHERN IOWA, INC., an
                                          Iowa corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YOUTH SERVICES INTERNATIONAL OF
                                          BALTIMORE, INC., a Maryland
                                          corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YOUTH SERVICES INTERNATIONAL
                                          OF VIRGINIA, INC., a Virginia
                                          corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YOUTH SERVICES INTERNATIONAL
                                          HOLDINGS, INC., a Delaware corporation


                                          By:_________________________________
                                          Name:
                                          Title:














                       (Signatures continued on next page)

                                        8
<PAGE>


                                          YOUTH SERVICES INTERNATIONAL
                                          REAL PROPERTY PARTNERSHIP, LLP, a
                                          Maryland limited liability partnership


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YOUTH SERVICES INTERNATIONAL
                                          OF DELAWARE, INC., a Delaware
                                          corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YOUTH SERVICES INTERNATIONAL
                                          OF ILLINOIS, INC., a Maryland
                                          corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YOUTH SERVICES INTERNATIONAL
                                          OF MARYLAND, INC., a Maryland
                                          corporation


                                          By:_________________________________
                                          Name:
                                          Title:













                       (Signatures continued on next page)

                                        9
<PAGE>


                                          YOUTH SERVICES INTERNATIONAL
                                          OF MINNESOTA, INC., a Maryland
                                          corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YOUTH SERVICES INTERNATIONAL
                                          OF SOUTH DAKOTA, INC., a South Dakota
                                          corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YOUTH SERVICES INTERNATIONAL
                                          OF TEXAS, INC., a Texas corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YSI OF CENTRAL IOWA, INC.,
                                          an Iowa corporation


                                          By:_________________________________
                                          Name:
                                          Title:














                       (Signatures continued on next page)

                                       10
<PAGE>



                                          YOUTH SERVICES INTERNATIONAL
                                          OF IOWA, INC., a Maryland
                                          corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YOUTH SERVICES INTERNATIONAL
                                          OF MICHIGAN, INC., a Michigan
                                          corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YOUTH SERVICES INTERNATIONAL
                                          OF MISSOURI, INC., a Missouri
                                          corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          YOUTH SERVICES INTERNATIONAL
                                          OF TENNESSEE, INC., a Maryland
                                          corporation


                                          By:_________________________________
                                          Name:
                                          Title:












                       (Signatures continued on next page)

                                       11
<PAGE>


                                          YOUTH SERVICES INTERNATIONAL
                                          SOUTHEASTERN PROGRAMS, INC.,
                                          a Maryland corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          CSC MANAGEMENT DE PUERTO RICO, INC.,
                                          a Puerto Rico corporation


                                          By:_________________________________
                                          Name:
                                          Title:




                                          FLEET NATIONAL BANK,
                                          as the Syndication Agent and a Lender


                                          By:_________________________________
                                          Name:
                                          Title:




                                          SUNTRUST BANK, NASHVILLE, N.A.,
                                          as a Lender


                                          By:_________________________________
                                          Name:
                                          Title:




                                          BANCO POPULAR NORTH AMERICA,
                                          as a Lender


                                          By:_________________________________
                                          Name:
                                          Title:







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<PAGE>


                                   SCHEDULE I

                COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES



PART 2 - ADDRESSES FOR NOTICES TO SYNDICATION AGENT, BORROWER AND SUBSIDIARY
         GUARANTORS:




SYNDICATION AGENT:

Fleet National Bank
750 Walnut Avenue
Cranford, New Jersey 07016
Attention:  Craig Heal
Telecopier No.: (908) 653-1680
Telephone No.: (908) 709-5472




BORROWER AND EACH SUBSIDIARY GUARANTOR:

c/o Correctional Services Corporation
1819 Main Street
Suite 1000
Sarasota, Florida 34236
Attention: Skip Wagner
Telecopier No.: (941) 953-9198
Telephone No.: (941) 953-9199



















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