<SEC-DOCUMENT>0001295984-05-000021.txt : 20120622
<SEC-HEADER>0001295984-05-000021.hdr.sgml : 20120622
<ACCEPTANCE-DATETIME>20050407114428
ACCESSION NUMBER:		0001295984-05-000021
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050407
DATE AS OF CHANGE:		20050407

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CORNELL COMPANIES INC
		CENTRAL INDEX KEY:			0001016152
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744]
		IRS NUMBER:				760433642
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-48735
		FILM NUMBER:		05738509

	BUSINESS ADDRESS:	
		STREET 1:		1700 WEST LOOP SOUTH
		STREET 2:		STE 1500
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77027
		BUSINESS PHONE:		7136230790

	MAIL ADDRESS:	
		STREET 1:		1700 WEST LOOP SOUTH
		STREET 2:		STE 1500
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77027

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CORNELL CORRECTIONS INC
		DATE OF NAME CHANGE:	19960604

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Pirate Capital LLC
		CENTRAL INDEX KEY:			0001295984
		IRS NUMBER:				030445177
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		200 CONNECTICUT AVENUE
		STREET 2:		4TH FLOOR
		CITY:			NORWALK
		STATE:			CT
		ZIP:			06854
		BUSINESS PHONE:		203 854 1100

	MAIL ADDRESS:	
		STREET 1:		200 CONNECTICUT AVENUE
		STREET 2:		4TH FLOOR
		CITY:			NORWALK
		STATE:			CT
		ZIP:			06854
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>crn_13d040705.txt
<TEXT>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
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)

Thomas R. Hudson Jr.
Pirate Capital LLC 200 Connecticut Avenue, 4th Floor
Norwalk, CT 06854
(203) 854-1100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

April 5, 2005
(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 object of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box  [ ]

*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 disclosures provided in a prior cover page. The information
required on the remainder of this cover page shall not be deemed to be
"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).


CUSIP: 219141108
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pirate Capital LLC


2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X


3 SEC USE ONLY


4 SOURCE OF FUNDS
Not Applicable (See Item 3)


5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]


6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
				7 	SOLE VOTING POWER
					852,900 (See Item 5)

				8 	SHARED VOTING POWER
					0

				9 	SOLE DISPOSITIVE POWER
					1,999,100 (See Item 5)

				10	SHARED DISPOSITIVE POWER
					0


				11 	AGGREGATE AMOUNT BENEFICIALLY OWNED
					BY EACH REPORTING PERSON
					1,999,100 (See Item 5)


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


				13	PERCENT OF CLASS REPRESENTED BY
					AMOUNT IN ROW (11)
					14.8% (See Item 4)


				14	TYPE OF REPORTING PERSON*
					00 (See Item 2)


CUSIP: 219141108


1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas R. Hudson Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X


3 SEC USE ONLY


4 SOURCE OF FUNDS
Not Applicable (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH

				7	SOLE VOTING POWER
					1,146,200 (See Item 5)


				8 	SHARED VOTING POWER
					852,900 (See Item 5)


				9 	SOLE DISPOSITIVE POWER
					0


				10	SHARED DISPOSITIVE POWER
					1,999,100 (See Item 5)

				11	AGGREGATE AMOUNT BENEFICIALLY OWNED
					BY EACH REPORTING PERSON
					1,999,100 (See Item 5)

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


				13 	14.8% (See Item 4)


				14	TYPE OF REPORTING PERSON*
					IN


Item 1. Security and Issuer

The class of equity securities to which this Schedule 13D relates is shares
of common stock, par value $.001, of Cornell Companies, Inc. whose principal
executive offices are located at 1700 West Loop South, Suite 1500, Houston
Texas 77027.


Item 2. Identity and Background

(a), (b), (c) and (f) This is amendment no. 10 to the Schedule 13D
filed by Pirate Capital LLC and Thomas R. Hudson Jr. on July 6, 2004.
Pirate Capital LLC is a limited liability company, organized under the laws
of Delaware, whose principal executive office is 200 Connecticut Avenue,
4th Floor, Norwalk, Connecticut 06854.  The principal business of Pirate
Capital LLC is providing investment management services to investment
partnerships and other entities.  Thomas R. Hudson Jr. is the sole owner
and Managing Member of Pirate Capital LLC and a citizen of the United States.
Each of the aforesaid reporting persons is deemed to be the beneficial
owner of an aggregate of 1,999,100 shares of the Common Stock of the Issuer
(the Shares), which Shares are owned of record, in part, by each of
Jolly Roger Fund LP, Jolly Roger Offshore Fund Ltd and Mint Master Fund
Ltd (the "Holders"). The persons filing this report disclaim that they
and/or the Holders are members of a group as defined in Regulation 13D-G.

(d) and (e) Within the last five years, neither Pirate Capital LLC nor
Thomas R. Hudson Jr. has been i) convicted in a criminal proceeding, or
ii) a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.


Item 3. Source and Amount of Funds or Other Consideration

Funds for the purchase of the Shares were derived from available capital
of the Holders.  A total of $26,561,856.08 was paid to acquire the Shares as
detailed in Item 5.


Item 4. Purpose of Transaction

On February 24, 2005, in accordance with Section 2.4(a) of the Bylaws of
Cornell Companies, Inc. (the "Company"), Jolly Roger Fund LP, an affiliate
of Pirate Capital LLC ("Pirate"), sent a letter (the "Nomination Letter")
to the Company to provide notice of its intent to nominate Leon Clements,
Zachary R. George, Todd Goodwin, Thomas R. Hudson Jr., Alfred Jay Moran, Jr.,
Sally Walker and Richard Crane (collectively, the "Nominees") for election
as Directors at the Company's 2005 Annual Meeting of Stockholders.  The
Nomination Letter was filed as an exhibit to Pirate's Schedule 13D/A filed
with the Securities and Exchange Commission on February 25, 2005 and is
incorporated herein by reference.

On April 5, 2005, Pirate, Jolly Roger Fund LP, Jolly Roger Offshore Fund
LTD and Mint Master Fund, Ltd. (the "Group") filed a preliminary proxy
statement with the Securities and Exchange Commission with respect to the
Nominees.  Pirate Capital intends to solicit proxies, in opposition to the
proxy solicitation expected to be conducted by the Company's current
management, for the purpose of electing the Nominees and replacing the
current directors of the Company.

In the proxy statement, the Group indicated that, if the Nominees are
elected, Pirate Capital will propose that the new board, subject to
fiduciary duties, immediately explore strategic opportunities including
a potential sale of the Company.

Pirate reserves the right to change its plans and to take any and all
actions that Pirate may deem appropriate to maximize the value of its
investment in the Company, including, among other things, (a)
purchasing or otherwise acquiring additional securities of the Company,
(b) selling or otherwise disposing of any securities of the Company
beneficially owned by Pirate in the open market or in privately
negotiated transactions, (c) communicating with other stockholders or
(d) formulating other plans or proposals regarding the Company or its
securities, in each case to the extent deemed advisable by Pirate in
light of Pirate's general investment policies, market conditions,
subsequent developments affecting the Company and the general business
and future prospects of the Company.


Item 5. Interest in Securities of the Issuer

(a) and (b) By virtue of its position as general partner of Jolly Roger Fund LP
and an agreement between it and the sole owner of Mint Master Fund, Ltd.,
Pirate Capital LLC has sole power to vote or direct the voting, and to dispose
or direct the disposition of, all of the Shares owned by Jolly Roger Fund LP
and Mint Master Fund Ltd. By virtue of an agreement between it and Jolly Roger
Offshore Fund, Ltd. Pirate Capital LLC has sole disposition power with respect
to all of the Shares owned by Jolly Roger Offshore Fund Ltd. By virtue of his
position as sole Managing Member of Jolly Roger Offshore Fund Ltd, Thomas R.
Hudson Jr. has sole voting power with respect to the Shares owned by Jolly
Roger Offshore Fund Ltd.  By virtue of his position as sole Managing Member
of Pirate Capital LLC, Thomas R. Hudson Jr. is deemed to have shared voting
power and shared disposition power with respect to all Shares as
to which Pirate Capital, LLC has voting power or disposition power.

Based on the foregoing, Pirate Capital LLC has sole voting power with respect
to 852,900 of the Shares and sole disposition power with respect to 1,999,100 of
the Shares; Thomas R. Hudson Jr. has sole voting power with respect to
1,146,200 of the Shares and shared voting power with respect to 852,900 of the
Shares and shared disposition power with respect to 1,999,100 of the Shares;

(b) All of the Shares were purchased by the Holders in open market transactions.
No purchases were made by each of the Holders in the last sixty days.


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

None


Item 7. Material to Be Filed as Exhibits
	NONE


Signature

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

Dated: April, 7 2005

			Pirate Capital LLC


		   By: 	Thomas R. Hudson Jr.
			Portfolio Manager


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>