[CIK]      0000914670
[NAME]     CORRECTIONAL SERVICES CORPORATION

                     FOURTH AMENDMENT TO LOAN AGREEMENT

     THIS Amendment to Loan Agreement is dated as of January ___, 1998
by and between NATIONSBANK, N.A. f/k/a NATIONSBANK, N.A. (SOUTH), a
National Banking  Association (hereinafter called the "Lender" or "Bank")
and CORRECTIONAL SERVICES CORPORATION, a Delaware corporation (f/k/a
ESMOR CORRECTIONAL SERVICES, INC., and successor by merger with ESMOR,
INC., a New York corporation, ESMOR (BROOKLYN), INC., a New York
corporation, ESMOR CANADIAN, INC., a Texas corporation, ESMOR FORT WORTH,
INC., a Texas corporation, ESMOR HOUSTON, INC., a Texas corporation,
ESMOR MANHATTAN, INC., a New York corporation, ESMOR MANSFIELD, INC., a
Texas corporation, ESMOR (SEATTLE), INC., a Washington corporation, ESMOR
TRAVIS, INC., a Texas corporation and CORRECTIONAL SERVICES MANAGEMENT,
INC., a Delaware corporation f/k/a Esmor Management, Inc.,) and ESMOR NEW
JERSEY, INC., a New Jersey corporation, jointly and severally
(collectively hereinafter called the "Borrower")and CSC Management de
Puerto Rico, Inc. a Puerto Rico corporation ("Guarantor").

                                   RECITALS:

     WHEREAS, in connection with a $5,000,000 Term Loan and a $6,000,000,
Line of Credit Loan from Lender to Original Borrower, Lender and Borrower
entered into that certain Loan and Security Agreement dated effective
December 31, 1995, as amended by Amendment to Loan Agreement dated
January 19, 1996, Second Amendment to Loan Agreement dated June 28, 1996
and Third Amendment to Loan Agreement dated January 5, 1998 (collectively
the "Loan Agreement") and Original Borrower executed and delivered to
Lender the Loan Documents, as defined in the Loan Agreement; and

     WHEREAS, Guarantor guaranteed the loan by executing and delivering
its Continuing and Unconditional Guarantee dated January 5, 1998 (the
"Guaranty").

     WHEREAS, the Term Loan has been paid in full and Borrower has
requested Lender to renew the $6,000,000 Line of Credit Loan and modify
the Loan Agreement and Lender has agreed to do so provided that Borrower
and Guarantor enter into this Amendment.

     NOW THEREFORE, in consideration of the renewal and modification of
the $6,000,000 Line of Credit Loan and the covenants and provisions set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties mutually agree
as follows:

     1. The above recitals are true and correct.

     2. The parties acknowledge and agree that from and after the date
hereof the term "Line of Credit Note" shall include that
certain $6,000,000 Renewal Line of Credit Note of even date
here from Borrower to Lender, together with any renewals,
extensions or modifications thereof, in whole or in part.

     3. Paragraph 2.1(d) is replaced in its entirety with the
following:

        2.1(d)  Borrower and Guarantor acknowledge and
agree that pursuant to their request, Bank has
structured and entered into an $800,000 loan
transaction wherein Bank has loaned $800,000 to
First Security Bank, National Association as
owner/trustee under the CSC Trust 1997-1 ("First
Security"), pursuant to which First Security has
executed and delivered to Lender an $800,000
promissory note dated January 12, 1998 and pursuant
to which First Security, Borrower and Guarantor
have executed and delivered to Bank an
Indemnification Agreement dated January 12, 1998.
 Further, Borrower may from time to time request
Bank to make further loans to First Security and in
connection therewith First Security may executed
additional promissory notes and/or modifications,
amendments, renewals, replacements or
consolidations of all of such notes.  The $800,000
note and any additional notes or amendments,
modifications, renewals, replacements or
consolidations thereof are herein called the
("First Security Note"). In connection with the
First Security Note, First Security, Borrower and
Guarantor shall from time to time execute and
deliver either new indemnification agreements
and/or amendments, modifications, renewals,
replacements or consolidations thereof.  The
Indemnification Agreement together with any new
indemnification agreements executed and delivered
by First Security, Borrower and/or Guarantor and
all amendments, modifications, renewals,
replacements and consolidations thereof are herein
collectively called the "First Security
Indemnity").  Borrower and Guarantor acknowledge
and agree that the unpaid principal balance
together with any and all other amounts owed by
First Security, Borrower and/or Guarantor to Bank
pursuant to the terms of the First Security Note or
First Security Indemnity shall not be available for
advances under the Line of Credit.  Further,
Borrower and Guarantor acknowledge and agree that
in the event of default under the First Security
Note or the First Security Indemnity, or in the
event Borrower or Guarantor are required to take
title to the real property, as described in the
First Security Indemnity, Borrower and Guarantor
acknowledge and agree that Lender shall be entitled
to draw as an advance under the Line of Credit all
sums necessary to pay Bank any and all sums due to
Bank under the terms and provisions of the First
Security Note and the First Security Indemnity.
Borrower and Guarantor acknowledge and agree that
they requested the specific structure, as a benefit
to them, for the loan to First Security, that they
shall receive direct financial benefit and gain
therefrom, and have given this covenant and
agreement in consideration of Bank making such loan
pursuant to the requested loan structure and
agreeing to the terms and provisions of this Fourth
Amendment."

     4. Borrower and Guarantor acknowledge and certify to Lender that
Borrower and Guarantor have no claim, demand or setoff whatsoever against
Lender and that Borrower and Guarantor are justly indebted to Lender
pursuant to the terms and provisions of the Line of Credit Note, Loan
Agreement, Guaranty and other loan documents, as defined in the Loan
Agreement.

     6. As amended hereby, the Loan Agreement remains in full force
and effect.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date and year first above written.