SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                              ___________________

                                 SCHEDULE 13G

              INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
		  UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (Amendment No. 3)

			      CORNELL COMPANIES, INC.
				(Name of Issuer)


			 Common Stock, $.001 Par Value
			(Title of Class of Securities)


				    219141108
				  (CUSIP Number)

                                December 31, 2002
                 (Date of event which requires filing this statement)


Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

	[ ]  Rule 13d-1 (b)
	[X]  Rule 13d-1 (c)
	[ ]  Rule 13d-1 (d)

	*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in
a prior cover page.

The information required in the remainder of this cover page shall
not be deemed to the "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).


SCHEDULE 13G

	1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Caxton International Limited

	2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
        (a)  n/a
	(b)  n/a

	3
SEC USE ONLY

	4
SOURCE OF FUNDS*
WC

	5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)	n/a

	6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands

NUMBER OF
SHARES

	7
SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY

	8
SHARED VOTING POWER
865,248
EACH
REPORTING

	9
SOLE DISPOSITIVE POWER
0
PERSON
WITH

	10
SHARED DISPOSITIVE POWER
865,248

	11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
865,248

	12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*	o

	13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%

	14
TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!


SCHEDULE 13G

1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Caxton Equity Growth LLC  22-3682580

	2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  n/a
	(b)  n/a

	3
SEC USE ONLY

	4
SOURCE OF FUNDS*
WC

	5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)	n/a

	6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES

	7
SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY

	8
SHARED VOTING POWER
25,629
EACH
REPORTING

	9
SOLE DISPOSITIVE POWER
0
PERSON
WITH

	10
SHARED DISPOSITIVE POWER
25,629

	11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,629

        12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*	o

	13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%

	14
TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!


SCHEDULE 13G

1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Caxton Equity Growth (BVI) Ltd.

	2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) n/a
	(b) n/a

	3
SEC USE ONLY

	4
SOURCE OF FUNDS*
WC

	5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)	n/a

	6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands

NUMBER OF
SHARES

	7
SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY

	8
SHARED VOTING POWER
95,823
EACH
REPORTING

	9
SOLE DISPOSITIVE POWER
0
PERSON
WITH

	10
SHARED DISPOSITIVE POWER
95,823

	11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,823

	12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*	o

	13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
	14
TYPE OF REPORTING PERSON*

CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!


SCHEDULE 13G

	1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.

Caxton Associates, L.L.C.  22-3430173

	2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  n/a
	(b)  n/a

	3
SEC USE ONLY

	4
SOURCE OF FUNDS*
n/a

	5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)	n/a

	6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES

	7
SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY

	8
SHARED VOTING POWER
986,700
EACH
REPORTING

	9
SOLE DISPOSITIVE POWER
0
PERSON
WITH

	10
SHARED DISPOSITIVE POWER
986,700

	11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
986,700

        12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*	o

	13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%

	14
TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!


 SCHEDULE 13G

	1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.

Bruce S. Kovner

	2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
       (a) n/a
       (b) n/a

	3
SEC USE ONLY

	4
SOURCE OF FUNDS*
n/a

	5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)	n/a

	6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF
SHARES
	7
SOLE VOTING POWER
0
BENEFICIALLY
OWNED BY

	8
SHARED VOTING POWER
986,700
EACH
REPORTING

	9
SOLE DISPOSITIVE POWER
0
PERSON
WITH

	10
SHARED DISPOSITIVE POWER
986,700

	11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
986,700

	12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o

	13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%

	14
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!



Item 1(a).	Name of Issuer:
		Cornell Companies, Inc.

Item 1 (b).	Address of Issuer's Principal Executive Offices:
		1700 West Loop South, Suite 1500
		Houston, TX   77027

Item 2 (a).	Name of Person Filing:
(i)   Caxton International Limited ("Caxton International")
(ii)  Caxton Equity Growth LLC ("Caxton Equity Growth")
(iii) Caxton Equity Growth (BVI) Ltd. ("Caxton Equity Growth (BVI)")
(iv)  Caxton Associates, L.L.C. ("Caxton Associates").  Caxton
      Associates is the trading advisor to Caxton International
      and Caxton Equity Growth (BVI), and the manager of Caxton
      Equity Growth (together with Caxton International, Caxton
      Equity Growth and Caxton Equity Growth (BVI) the "Caxton
      Accounts") and as such, has voting and dispositive power with
      respect to the investments of the Caxton Accounts.
(v)   Mr. Bruce S. Kovner.  Mr. Kovner is the Chairman of Caxton
      Associates and the sole shareholder of Caxton Corporation,
      the manager and majority owner of Caxton Associates. As a
      result of the foregoing, Mr. Kovner is deemed to
      beneficially own the securities of the Issuer owned
      by the Caxton Accounts.

Item 2 (b).    Address of Principal Business Office or, if None,
               Residence:

(i)   The address of Caxton International is c/o Prime Management
      Limited, Mechanics Building, 12 Church Street, Hamilton HM11,
      Bermuda.
(ii)  The address of Caxton Equity Growth is c/o Caxton Associates,
      Princeton Plaza, Building 2, 731 Alexander Road, Princeton,
      NJ 08540.
(iii) The address of Caxton Equity Growth (BVI) is c/o Prime
      Management Limited, Mechanics Building, 12 Church Street,
      Hamilton HM11, Bermuda.
(iv)  The address of Caxton Associates is Princeton Plaza, Building 2,
      731 Alexander Road, Princeton, NJ 08540.
(v)   The business address of Mr. Kovner is 667 Madison Avenue,
      New York, NY  10021.

Item 2 (c).	Citizenship:

(i)   Caxton International is a British Virgin Islands Corporation.
(ii)  Caxton Equity Growth is a Delaware limited liability company.
(iii) Caxton Equity Growth (BVI) is a British Virgin Islands
      Corporation.
(iv)  Caxton Associates is a Delaware limited liability company.
(v)   Mr. Kovner is a United States citizen.

Item 2 (d).	Title of Class of Securities:
		 Common Stock

Item 2 (e).	CUSIP No: 219141108


Item 3.		If this statement is filed pursuant to Sec.
                240.13d-1(b) or 240.13d-2(b) or (c),
                check whether the person filing is a:
		Not applicable.

Item 4.		Ownership
	(a) Amount beneficially owned:


(i)   The amount of shares of Common Stock beneficially owned by
      Caxton International is 865,248.
(ii)  The amount of shares of Common Stock beneficially owned by
      Caxton Equity Growth is 25,629.
(iii) The amount of shares of Common Stock beneficially owned by
      Caxton Equity Growth (BVI) is 95,823.
(iv)   The amount of shares of Common Stock considered to be
      beneficially owned by Caxton Associates by reason of its
      voting and dispositive powers is 986,700.
(v)   Mr. Kovner, by reason of being Chairman of Caxton Associates
      and the sole shareholder of  Caxton Corporation, the manager
      and majority owner of Caxton Associates, is also deemed to
      beneficially own such shares.


(b)  Percent of Class:

(i)   Caxton International beneficially owns 6.6% of the Class
      of Common Stock.
(ii)  Caxton Equity Growth beneficially 0.2% owns of the
      Class of Common Stock.
(iii) Caxton Equity Growth (BVI) beneficially owns 0.7% of the
      Class of Common Stock.
(iv)  Caxton Associates is deemed to beneficially own 7.6%
      of the class of Common Stock.
(v)   Mr. Kovner is deemed to beneficially own 7.6% of the Class
      of Common Stock.


(c)

    Number of shares as to which Caxton International has:
	(i)    Sole power to vote or to direct the vote:  0
	(ii)   Shared power to vote or to direct the vote:  865,248
	(iii)  Sole power to dispose or to direct the disposition:  0
	(iv)   Shared power to dispose or to direct the disposition
               of:  865,248

     Number of shares as to which Caxton Equity Growth has:
	(i)    Sole power to vote or to direct the vote:  0
	(ii)   Shared power to vote or to direct the vote:  25,629
	(iii)  Sole power to dispose or to direct the disposition:  0
	(iv)   Shared power to dispose or to direct the disposition
               of:  25,629

     Number of shares as to which Caxton Equity Growth (BVI) has:
	(i)    Sole power to vote or to direct the vote:  0
	(ii)   Shared power to vote or to direct the vote:  95,823
	(iii)  Sole power to dispose or to direct the disposition:  0
	(iv)   Shared power to dispose or to direct the disposition
               of:  95,823

     Number of shares as to which Caxton Associates has:
	(i)    Sole power to vote or to direct the vote: 0
	(ii)   Shared power to vote or to direct the vote:  986,700
	(iii)  Sole power to dispose or to direct the disposition
               of:  0
	(iv)   Shared power to dispose or to direct the disposition
               of:  986,700

	Number of shares as to which Mr. Kovner has:
	(i)    Sole power to vote or to direct the vote: 0
	(ii)   Shared power to vote or to direct the vote:  986,700
	(iii)  Sole power to dispose or to direct the disposition
               of:   0
	(iv)   Shared power to dispose or to direct the disposition
               of:  986,700



Item 5.	        Ownership of Five Percent or Less of a Class.
	        Not Applicable.

Item 6.		Ownership of More than Five Percent on Behalf of
                Another Person.
	        Not Applicable.

Item 7.	        Identification and Classification of the Subsidiary
                Which Acquired the Security Reported on the Parent
                Holding Company.
	        Not Applicable.


Item 8.	Identification and Classification of Members of the Group.

	Not Applicable


Item 9.	Notice of Dissolution of Group.
	Not Applicable.

Item 10.	Certification.

	By signing below, each of the reporting persons hereby
certifies that, to the best of its knowledge and belief, the
securities referred to above were not acquired and are not being
held for the purpose of or with the effect of changing or
influencing the control of the issuer of such securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.


SIGNATURE

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete,
and correct.


February 10, 2003



CAXTON INTERNATIONAL LIMITED


By:/s/Joseph Kelly
      Name:  Joseph Kelly
      Title: Vice President and Treasurer


By:/s/Maxwell Quin
      Name:  Maxwell Quin
      Title: Vice President and Secretary


CAXTON EQUITY GROWTH (BVI) Ltd.


By:/s/Joseph Kelly
       Name:  Joseph Kelly
       Title: Vice President


By:/s/Maxwell Quin
       Name:  Maxwell Quin
       Title: Secretary


CAXTON EQUITY GROWTH LLC

By:/s/Scott B. Bernstein
       Name:  Scott B. Bernstein
       Title: Secretary, Caxton Associates, L.L.C., Manager


CAXTON ASSOCIATES, L.L.C.


By:/s/Scott B. Bernstein
      Name:  Scott B. Bernstein
      Title: Secretary


/s/Bruce S. Kovner
Bruce S. Kovner, by Scott B. Bernstein as
Attorney-in-Fact






Certification


The undersigned hereby certifies that the shares of Cornell
Companies, Inc. purchased on behalf of Caxton International Limited,
Caxton Equity Growth (BVI) Ltd. and Caxton Equity Growth LLC were
not acquired and are not being held for the purpose of or with the
effect of changing or influencing the control of the issuer of such
securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.




					/s/Ross Taylor
                                           Ross Taylor


 					/s/Kurt Feuerman
                                          Kurt Feuerman






Date: February 10, 2003