SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D/A

Amendment No. 5

Under the Securities Exchange Act of 1934

Cornell Companies, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

219141108

(CUSIP Number)

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26th Floor

New York, New York 10019

(212) 541-6222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 12, 2008

(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

SCHEDULE 13D/A

CUSIP No. 219141108 Page 2 of 11 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value, L.P. 13-3688497
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
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)                                                                                      o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 696,200 (see Item 5)
		8	SHARED VOTING POWER 0 (See Item 5)
		9	SOLE DISPOSITIVE POWER 696,200 (see Item 5)
		10	SHARED DISPOSITIVE POWER 0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 696,200 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                            o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%
14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D/A

CUSIP No. 219141108 Page 3 of 11 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
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)                                                                                  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 897,600 (see Item 5)
		8	SHARED VOTING POWER 0 (see Item 5)
		9	SOLE DISPOSITIVE POWER 897,600 (see Item 5)
		10	SHARED DISPOSITIVE POWER 0 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 897,600 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                            o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
14	TYPE OF REPORTING PERSON* CO

SCHEDULE 13D/A

CUSIP No. 219141108 Page 4 of 11 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value L.P. I 13-3953291
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
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)                                                                                  o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 924,319  (see Item 5)
		8	SHARED VOTING POWER 0 (see Item 5)
		9	SOLE DISPOSITIVE POWER 924,319  (see Item 5)
		10	SHARED DISPOSITIVE POWER 0 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 924,319  (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                           o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%
14	TYPE OF REPORTING PERSON* PN

SCHEDULE 13D/A

CUSIP No. 219141108 Page 5 of 11 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Channel Partnership II, L.P. 22-3215653
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
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)                                                                                   o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 30,800 (see Item 5)
		8	SHARED VOTING POWER 0 (see Item 5)
		9	SOLE DISPOSITIVE POWER 30,800 (see Item 5)
		10	SHARED DISPOSITIVE POWER 0 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,800 (see Item 5)
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* PN

SCHEDULE 13D/A

CUSIP No. 219141108 Page 6 of 11 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital Management, LLC 13-4018186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
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)                                                                                    o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,620,519  (see Item 5)
		8	SHARED VOTING POWER 0 (see Item 5)
		9	SOLE DISPOSITIVE POWER 1,620,519  (see Item 5)
		10	SHARED DISPOSITIVE POWER 0 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,620,519  (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                           o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%
14	TYPE OF REPORTING PERSON* OO

SCHEDULE 13D/A

CUSIP No. 219141108 Page 7 of 11 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital, Inc. 13-3688495
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
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)                                                                                   o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 897,600 (see Item 5)
		8	SHARED VOTING POWER 0 (see Item 5)
		9	SOLE DISPOSITIVE POWER 897,600 (see Item 5)
		10	SHARED DISPOSITIVE POWER 0 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 897,600 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                           o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
14	TYPE OF REPORTING PERSON* CO

SCHEDULE 13D/A

CUSIP No. 219141108 Page 8 of 11 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Obus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
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)                                                                                   o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 30,800 (see Item 5)
		8	SHARED VOTING POWER 2,518,119 (see Item 5)
		9	SOLE DISPOSITIVE POWER 30,800 (see Item 5)
		10	SHARED DISPOSITIVE POWER 2,518,119 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,548,919 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                           o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.3%
14	TYPE OF REPORTING PERSON* IN

SCHEDULE 13D/A

CUSIP No. 219141108 Page 9 of 11 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joshua Landes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
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)                                                                                   o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 (see Item 5)
		8	SHARED VOTING POWER 2,518,119 (see Item 5)
		9	SOLE DISPOSITIVE POWER 0 (see Item 5)
		10	SHARED DISPOSITIVE POWER 2,518,119 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,518,119 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                           o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.1%
14	TYPE OF REPORTING PERSON* IN

SCHEDULE 13D/A

CUSIP No. 219141108 Page 10 of 11 Pages

This Amendment No. 5 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on December 6, 2006 (the “Schedule 13D”) and as further amended by Amendment No.1 filed on January 17, 2007 and as further amended by Amendment No. 2 filed on January 19, 2007 and as further amended by Amendment No.3 filed on March 15, 2007 and as further amended by Amendment No. 4 filed on April 3, 2007 by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, par value $0.001 (the “Common Shares”), of Cornell Companies, Inc. (the “Issuer”), whose principal executive offices are located at 1700 West Loop South, Suite 1500, Houston, Texas 77027. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

Item 4.                      Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

On December 12, 2008, Wynnefield Partners, Wynnefield Partners I and Wynnefield Offshore entered into a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Sales Plan”) with Avondale Partners, LLC with respect to the sale of shares of the Issuer’s Common Stock.  As of the date of this Amendment, no shares of the Issuer’s Common Stock have been sold pursuant to the Sales Plan. The Sales Plan has been announced in a Press Release, dated December 15, 2008, attached hereto as Exhibit 99.6 and is incorporated by reference herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by the addition of the following:

The Sales Plan described in Item 4 above is described in a Press Release, dated December 15, 2008, attached hereto as Exhibit 99.6 and is incorporated by reference herein.

Each of the Wynnefield Reporting Persons and the North Star Reporting Persons (as defined in the Schedule 13D) had previously been parties to a Joint Filing Agreement, dated as of March 13, 2007 (the “13D Joint Filing Agreement”), pursuant to which the parties agreed to jointly file a Schedule 13D and any and all amendments and supplements thereto with the Securities and Exchange Commission.   On December 15, 2008, the Wynnefield Reporting Persons and the North Star Reporting Persons determined to terminate  the Joint Filing Agreement and entered into a Termination Agreement, dated as of December 15, 2008 (the “Termination Agreement”). The Termination Agreement is filed herewith as Exhibit 99.7 and is incorporated herein by reference. Any descriptions herein of the Termination Agreement are qualified in their entirety by reference to the Termination Agreement.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by the addition of the following:

Exhibit 99.6:	Press Release, dated December 15, 2008, announcing the Sales Plan.
Exhibit 99.7:	Termination Agreement, dated December 15, 2008

[Signature Page Follows:]

SCHEDULE 13D/A

CUSIP No. 219141108 Page 11 of 11 Pages

Signature

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

Date: December 15, 2008

Wynnefield Partners Small Cap Value, L.P. By: Wynnefield Capital Management, LLC, its General Partner
By:	/s/ Nelson Obus
	Nelson Obus, Co-Managing Member

Wynnefield Partners Small Cap Value, L.P. I By: Wynnefield Capital Management, LLC, its General Partner
By:	/s/ Nelson Obus
	Nelson Obus, Co-Managing Member

Wynnefield Partners Small Cap Value Offshore Fund, Ltd. By: Wynnefield Capital, Inc., its Investment Manager
By:	/s/ Nelson Obus
	Nelson Obus, President

Wynnefield Capital Management, LLC
By:	/s/ Nelson Obus
	Nelson Obus, Co-Managing Member

Wynnefield Capital, Inc.
By:	/s/ Nelson Obus
	Nelson Obus, President

Channel Partnership II, L.P.
By:	/s/ Nelson Obus
	Nelson Obus, General Partner

By:	/s/ Nelson Obus
	Nelson Obus, Individually

By:	/s/ Joshua H. Landes
	Joshua H. Landes, Individually

EX-99.6

Exhibit 99.6

PRESS RELEASE

FOR IMMEDIATE RELEASE

CONTACT:

Eric Berman

of Kekst and Company

212-521-4894

WYNNEFIELD ADOPTS 10B5-1 PLAN RELATING TO ITS HOLDINGS IN

CORNELL COMPANIES INC.

NEW YORK, NY, December 15, 2008 – The Wynnefield Group, the largest stockholder in Cornell Companies Inc. (NYSE: CRN), today announced that it had established a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.  Under this plan, Wynnefield has directed its investment brokers to conduct an orderly sale of a portion of its CRN shares over time, as part of its policy to retain proper portfolio balance.

“Our confidence in Cornell Companies, its future prospects and its management team remain as high as ever.  Accordingly, Cornell will remain a very significant holding in our portfolio,” said Nelson Obus, Wynnefield’s Managing Partner.  “In fact, it is Cornell’s very success in this difficult market environment that necessitates this re-balancing of our portfolio.  Over the 4 ½ years that we’ve held Cornell Companies’ stock, its valuation has increased so substantially that it now represents a larger percentage of the total portfolio for some of our funds than is prudent for our limited partners.  As fiduciaries, we must be able to occasionally rebalance our portfolio.”

Shareholders should not assume that the enactment of this 10b5-1 plan will initiate sales of Cornell Companies common stock at today’s market price, which Wynnefield does not consider reflective of the Company’s true value.

ABOUT THE WYNNEFIELD GROUP:

The Wynnefield Group is Cornell Companies’ largest shareholder and has a representative on the Board of Directors.  Wynnefield holds more than 17% of the Company’s outstanding common stock.  The Wynnefield Group includes several affiliates of Wynnefield Capital, Inc. (WCI), a value investor specializing in U.S. small cap situations that have company- or industry-specific catalysts.  WCI was established in 1992.  Its founding partners, Nelson Obus and Joshua Landes, held senior research and institutional equity positions at Lazard Freres & Co. during the 1980s, and the initial Wynnefield investors included many of their colleagues at Lazard.  Nelson Obus currently serves on the board of directors of Layne Christensen Company (NASDAQ: LAYN), serving on its audit committee and compensation committee.

# # #

EX-99.7

Exhibit 99.7

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this "Termination Agreement") is made and entered into as of this 15th day of December, 2008, by and among Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd., Channel Partnership II L.P., Wynnefield Capital Management LLC, Wynnefield Capital Inc., Nelson Obus, Joshua Landes, North Star Partners, L.P., North Star Partners II, L.P., Circle T. Explorer Master Limited, NS Advisors, LLC, and Andrew R. Jones (each a “Reporting Person”, and collectively, the “Reporting Persons”).  Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Reporting Persons’ Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission on December 6, 2006 (the “Schedule 13D”).

 WHEREAS, the Reporting Persons entered into a Joint Filing Agreement, dated March 13, 2007 (the “Joint Filing Agreement”), pursuant to which the Reporting Persons agreed to prepare jointly and file timely the Schedule 13D and all amendments thereto with respect to their respective ownership of the Common Stock of Cornell Companies, Inc.

 NOW, THEREFORE, each of the Reporting Persons separately and together desire to mutually terminate the Joint Filing Agreement, and hereby agree as follows:

1.      Termination of Joint Filing Agreement. Each party to the Joint Filing Agreement, individually, and as a group, hereby agrees to terminate the Joint Filing Agreement and confirms that, as of the date hereof, the Joint Filing Agreement has been terminated and ceases to be of further effect.

2.      Release and Discharge. Each of the Reporting Persons hereby mutually and unconditionally releases and discharges each other Stockholder from all of its obligations under the Joint Filing Agreement to which they are a party.

                3.      Counterparts. This Termination Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

[signature pages follow]

           IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the date first set forth above.

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. By: WYNNEFIELD CAPITAL MANAGEMENT LLC, its General Partner By: /s/ Nelson Obus       Nelson Obus,Co-Managing Member	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I By: WYNNEFIELD CAPITAL MANAGEMENT LLC, its General Partner By: /s/ Nelson Obus       Nelson Obus,Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: WYNNEFIELD CAPITAL, INC. By: /s/ Nelson Obus       Nelson Obus,President	WYNNEFIELD CAPITAL MANAGEMENT, LLC By: /s/ Nelson Obus       Nelson Obus,Co-Managing Member
WYNNEFIELD CAPITAL, INC. By: /s/ Nelson Obus        Nelson Obus,President	CHANNEL PARTNERSHIP II, L.P. By: /s/ Nelson Obus       Nelson Obus,General Partner
/s/ Joshua H. Landes Joshua H. Landes	/s/ Nelson Obus Nelson Obus

           IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the date first set forth above.

NORTH STAR PARTNERS, L.P. By:  NS ADVISORS, LLC  Its General Partner By:  /s/ Andrew R. Jones           Andrew R. Jones, Manager	NORTH STAR PARTNERS, II L.P. By:  NS ADVISORS, LLC  Its General Partner By:  /s/ Andrew R. Jones          Andrew R. Jones, Manager
CIRCLE T. EXPLORER MASTER LIMITED By:  NS ADVISORS, LLC  Its Portfolio Manager By:  /s/ Andrew R. Jones           Andrew R. Jones, Manager	NS ADVISORS, LLC By:  /s/ Andrew R. Jones                                                                 Andrew R. Jones, Manager
/s/ Andrew R. Jones Andrew R. Jones