UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CORNELL CORRECTIONS, INC.
(Name of issuer)
Common Stock, par value $0.001 per share
(Title of class of securities)
219141108
(CUSIP number)
* 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 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).
13G
CUSIP No. 219141108
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charterhouse Equity Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
486,044.42
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 486,044.42
PERSON
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
486,044.42
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.10%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1.
(a) Cornell Corrections, Inc.
(b) 4801 Woodway
Suite 100E
Houston, TX 77056
Item 2.
(a) Charterhouse Equity Partners II, L.P.
(b) c/o Charterhouse Group International, Inc.
535 Madison Avenue
New York, NY 10022
(c) Delaware
(d) Common Stock, par value $.001 per share
(e) 219141108
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
Not Applicable
Item 4. Ownership
(a) 486,044.42
(b) 5.10%
(c)
(i) 486,044.42
(ii) 0
(iii)486,044.42
(iv) 0
Item 5. Ownership of Five Percent or Less of a Class:
N/A
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 Being Reported on By the
Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the
Group
Not Applicable
Item 9. Notice of Dissolution of the Group
Not Applicable
Item 10. Certification
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Charterhouse Equity partners II, L.P.
By: CHUSA Equity Investors II, L.P.,
general partner
By: Charterhouse Equity II, Inc.
By: /s/ Richard T. Henshaw III
Richard T. Henshaw III
As of February 6, 1998
