SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Moran Alfred Jay Jr

(Last)

(First)

(Middle)

1700 WEST LOOP SOUTH

SUITE 1500

(Street)

HOUSTON

77027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CORNELL COMPANIES INC [ CRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	07/30/2010		M		5,668	A	$13.75	7,668	D
Common stock	07/30/2010		M		3,750	A	$20.32	11,418	D
Common stock	07/30/2010		M		5,000	A	$22.68	16,418	D
Common stock	07/30/2010		M		5,000	A	$17.98	21,418	D
Common stock	07/30/2010		M		3,750	A	$23.08	25,168	D
Common stock	07/30/2010		F		15,896.35	D	$27.93	9,271.65	D
Common stock	07/30/2010		D		0.65⁽¹⁾	D	$27.93⁽¹⁾	9,271	D
Common stock								2,000	I	Third Party Pension Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to buy)	$13.75	07/30/2010		M			5,668	⁽²⁾	07/08/2015	Common stock	5,668	$0.00	0	D
Stock option (right to buy)	$20.32	07/30/2010		M			3,750	04/02/2007	04/02/2017	Common stock	3,750	$0.00	0	D
Stock option (right to buy)	$22.68	07/30/2010		M			5,000	⁽³⁾	01/02/2018	Common stock	5,000	$0.00	0	D
Stock option (right to buy)	$17.98	07/30/2010		M			5,000	⁽⁴⁾	01/02/2019	Common stock	5,000	$0.00	0	D
Stock option (right to buy)	$23.08	07/30/2010		M			3,750	⁽⁵⁾	01/04/2020	Common stock	3,750	$0.00	1,250	D

Explanation of Responses:

1. Amount disposed of represents a fractional share of the Issuer's common stock that resulted from the tender of option shares to pay the exercise prices for the options. In lieu of issuing a fractional share of its common stock, the Issuer distributed a cash payment equal to the fraction of a share to which the Reporting Person would otherwise be entitled.

2. This option became exercisable in four equal annual installments as follows: 3,750 on July 8, 2005; July 8, 2006; July 8, 2007; and July 8, 2008.

3. This option became exercisable in four equal installments as follows: 1,250 on January 2, 2008; April 1, 2008; July 1, 2008; and October 1, 2008.

4. This option became exercisable in four equal installments as follows: 1,250 on January 2, 2009; April 1, 2009; July 1, 2009; and October 1, 2009.

5. This option is exercisable in four equal installments as follows: 1,250 on January 4, 2010; April 1, 2010; July 1, 2010; and October 1, 2010.

	/s/ Cathryn L. Porter, by Power of Attorney	08/03/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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